Attached files
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 January 31, 2013
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 333-178741
GREENWIND NRG INC.
(Exact name of registrant as specified in its charter)
Nevada N/A
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
69 Sapphire, The Grange, Stilorgan, Co. Dublin, Ireland N/A
(Address of principal executive offices) (Zip Code)
+353-87-153-6399
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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. [X] YES [ ] NO
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 (ss.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 [ ] NO
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(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 [X] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 9,000,000 common shares issued
and outstanding as of May 24, 2013.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements............................................. 3
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................ 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk....... 14
Item 4. Controls and Procedures.......................................... 14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................ 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...... 14
Item 3. Defaults Upon Senior Securities.................................. 14
Item 4. Mine Safety Disclosures.......................................... 15
Item 5. Other Information................................................ 15
Item 6. Exhibits......................................................... 15
SIGNATURES.................................................................. 16
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
These unaudited interim financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and the Securities and Exchange Commission
instructions to Form 10-Q. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. Operating
results for the interim period ended January 31, 2013 are not necessarily
indicative of the results that can be expected for the full year.
3
GREENWIND NRG INC.
(A Development Stage Company)
Balance Sheets
(unaudited)
January 31, October 31,
2013 2012
-------- --------
$ $
ASSETS
Current Assets
Cash 882 925
-------- --------
Total Current Assets 882 925
Property and equipment 255 548
-------- --------
Total Assets 1,137 1,473
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities 6,736 10,781
Notes payable - related party 11,990 4,115
-------- --------
Total Liabilities 18,726 14,896
-------- --------
Stockholders' Deficit
Common stock, 75,000,000 shares authorized, $0.001 par value;
9,000,000 shares issued and outstanding 9,000 9,000
Additional paid-in capital 9,000 9,000
Deficit accumulated during the development stage (35,589) (31,423)
-------- --------
Total Stockholders' Deficit (17,589) (13,423)
-------- --------
Total Liabilities and Stockholders' Deficit 1,137 1,473
======== ========
4
GREENWIND NRG INC.
(A Development Stage Company)
Statements of Operations
(unaudited)
Accumulated from
February 25, 2010
Three months Three months (date of
ended ended inception) to
January 31, January 31, January 31,
2013 2012 2013
---------- ---------- ----------
$ $ $
Revenue -- -- --
---------- ---------- ----------
Operating Expenses
Depreciation 293 293 2,087
General and administrative 123 766 4,157
Professional fees 3,750 2,500 27,295
Website design -- -- 2,050
---------- ---------- ----------
Total Operating Expenses 4,166 3,559 35,589
---------- ---------- ----------
Net loss (4,166) (3,559) (35,589)
========== ========== ==========
Net loss per share, basic and diluted (0.00) (0.00)
========== ==========
Weighted average number of shares outstanding 9,000,000 9,000,000
========== ==========
5
GREENWIND NRG INC.
(A Development Stage Company)
Statements of Cash Flows
(unaudited)
Accumulated from
February 25, 2010
Three months Three months (date of
ended ended inception) to
January 31, January 31, January 31,
2013 2012 2013
-------- -------- --------
$ $ $
Operating Activities
Net loss for the period (4,166) (3,559) (35,589)
Adjustments to reconcile net loss for non-cash
items relating to operating activities:
Depreciation 293 293 2,087
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities (4,045) (4,028) 6,736
-------- -------- --------
Net cash used in operating activities (7,918) (7,294) (26,766)
-------- -------- --------
Investing Activities
Purchase of property and equipment -- -- (2,342)
-------- -------- --------
Net cash used in investing activities -- -- (2,342)
-------- -------- --------
Financing Activities
Proceeds from notes payable - related party 7,875 -- 11,990
Proceeds from issuance of common shares -- -- 18,000
-------- -------- --------
Net cash provided by financing activities 7,875 -- 29,990
-------- -------- --------
Increase (decrease) in cash (43) (7,294) 882
Cash, beginning of period 925 17,582 --
-------- -------- --------
Cash, end of period 882 10,288 882
======== ======== ========
Supplemental disclosures:
Interest paid -- -- --
Income taxes paid -- -- --
======== ======== ========
6
GREENWIND NRG INC.
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
1. Nature of Operations and Continuance of Business
Greenwind NRG Inc. (the "Company") was incorporated in the State of Nevada on
February 25, 2010. The Company is a Development Stage Company, as defined by
Financial Accounting Standards Board ("FASB") Accounting Standards Codification
("ASC") 915, Development Stage Entities. A development stage company is one in
which planned operations have not commenced or if its operations have commenced,
there has been no significant revenues. The Company's principal business is the
to provide wind power systems for residential, cabin, RV, boat, and shop use in
Ireland by sourcing equipment from suppliers at wholesale prices and market,
distribute, setup, and maintain the equipment.
These financial statements have been prepared on a going concern basis, which
implies the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. The Company has not generated
significant revenues since inception and is unlikely to generate significant
revenue or earnings in the immediate or foreseeable future. The continuation of
the Company as a going concern is dependent upon the continued financial support
from its shareholders, the ability of the Company to obtain necessary equity
financing to continue operations, and the attainment of profitable operations.
As at January 31, 2013, the Company has not generated revenues, has a working
capital deficit of $17,844, and accumulated losses totaling $35,589 since
inception. These factors raise substantial doubt regarding the Company's ability
to continue as a going concern. These financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
The Company currently has no significant revenues and must rely on the debt
and/or equity financing to fund operations. The Company will require significant
additional financings in order to pursue exploration of any properties acquired.
There is no assurance that the Company will be able to obtain the necessary
financings to complete its objectives.
2. Summary of Significant Accounting Policies
a) Basis of Presentation
These financial statements and related notes are presented on an accrual
basis and in accordance with accounting principles generally accepted in
the United States, and are expressed in U.S. dollars. The Company's fiscal
year end is October 31.
b) Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities 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. The Company regularly evaluates estimates and
assumptions related to the deferred income tax asset valuation allowances.
The Company bases its estimates and assumptions on current facts,
historical experience and various other factors that it believes to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities and
the accrual of costs and expenses that are not readily apparent from other
sources. The actual results experienced by the Company may differ
materially and adversely from the Company's estimates. To the extent there
are material differences between the estimates and the actual results,
future results of operations will be affected.
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three
months or less at the time of issuance to be cash equivalents.
7
GREENWIND NRG INC.
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
2. Summary of Significant Accounting Policies (continued)
d) Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is
required to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. ASC 820 establishes a fair
value hierarchy based on the level of independent, objective evidence
surrounding the inputs used to measure fair value. A financial instrument's
categorization within the fair value hierarchy is based upon the lowest
level of input that is significant to the fair value measurement. ASC 820
prioritizes the inputs into three levels that may be used to measure fair
value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices
in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other
than quoted prices that are observable for the asset or liability such as
quoted prices for similar assets or liabilities in active markets; quoted
prices for identical assets or liabilities in markets with insufficient
volume or infrequent transactions (less active markets); or model-derived
valuations in which significant inputs are observable or can be derived
principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable
inputs to the valuation methodology that are significant to the measurement
of the fair value of the assets or liabilities.
The Company's financial instruments consist principally of cash, accounts
payable and accrued liabilities, and notes payable from related parties.
Pursuant to ASC 820, the fair value of our cash is determined based on
"Level 1" inputs, which consist of quoted prices in active markets for
identical assets. The Company believes that the recorded values of all of
our other financial instruments approximate their current fair values
because of their nature and respective maturity dates or durations.
e) Property and Equipment
Property and equipment is comprised of a wind turbine is amortized on a
straight line basis over a period of two years.
f) Loss Per Share
The Company computes net loss per share in accordance with ASC 260,
Earnings per Share. ASC 260 requires presentation of both basic and diluted
earnings per share ("EPS") on the face of the income statement. Basic EPS
is computed by dividing net loss available to common shareholders
(numerator) by the weighted average number of shares outstanding
(denominator) during the period. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period using the treasury
stock method and convertible preferred stock using the if-converted method.
In computing diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from the exercise
of stock options or warrants. Diluted EPS excludes all dilutive potential
shares if their effect is anti dilutive.
g) Comprehensive Income
ASC 220, Comprehensive Income, establishes standards for the reporting and
display of comprehensive loss and its components in the financial
statements. As at January 31, 2013, the Company has no items that represent
a comprehensive loss and, therefore, has not included a schedule of
comprehensive loss in the financial statements.
8
GREENWIND NRG INC.
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
2. Summary of Significant Accounting Policies (continued)
h) Revenue Recognition
The Company will recognize revenue when products are fully delivered or
services have been provided, a fixed or determinable price can be
determined from the products or services, and collectability is reasonably
assured.
i) Foreign Currency Translation
Transactions in foreign currencies are translated into the currency of
measurement at the exchange rates in effect on the transaction date.
Monetary balance sheet items expressed in foreign currencies are translated
into United States dollars at the exchange rates in effect at the balance
sheet date. The resulting exchange gains and losses are recognized in
income.
j) Stock-based Compensation
The Company records stock-based compensation in accordance with ASC 718,
Compensation - Stock Compensation using the fair value method. All
transactions in which goods or services are the consideration received for
the issuance of equity instruments are accounted for based on the fair
value of the consideration received or the fair value of the equity
instrument issued, whichever is more reliably measurable. Equity
instruments issued to employees and the cost of the services received as
consideration are measured and recognized based on the fair value of the
equity instruments issued. As at January 31, 2013, the Company has not
adopted a stock option plan or granted any stock-based payments.
k) Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in
effect. These pronouncements did not have any material impact on the
financial statements unless otherwise disclosed, and the Company does not
believe that there are any other new accounting pronouncements that have
been issued that might have a material impact on its financial position or
results of operations.
3. Property and Equipment
January 31, October 31,
2013 2012
Accumulated Net Carrying Net Carrying
Cost Depreciation Value Value
-------- ------------ -------- --------
$ $ $ $
Wind turbine 2,342 2,087 255 548
======== ======== ======== ========
During the three months ended January 31, 2013, the Company recorded
depreciation expense of $293 (January 31, 2012 - $293).
4. Accounts Payable and Accrued Liabilities
January 31, October 31,
2013 2012
-------- --------
$ $
Filing fees 80 1,775
Audit and accounting fees 3,750 6,100
Legal fees 2,906 2,906
-------- --------
Total accounts payable and accrued liabilities 6,736 10,781
======== ========
9
GREENWIND NRG INC.
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
5. Notes Payable - Related Party
As of January 31, 2013, the Company owed $11,990 (October 31, 2012 - $4,115) to
an officer and shareholder of the Company for general expenditures. The amounts
owing are unsecured, non-interest bearing, and due on demand.
6. Common Shares
In February 2011, the Company issued 9,000,000 common shares at $0.002 per
common share for proceeds of $18,000.
7. Commitments
An officer of the Company provides office facilities and services to the Company
without charge. There is no obligation for the officer of the Company to
continue this arrangement, and costs relating the services provided are
immaterial to the financial statements and are not reflected. The officers and
directors are involved in other business activities and most likely will become
involved in other business activities in the future.
8. Subsequent Events
In accordance with ASC 855-10, the Company has analyzed its operations
subsequent to January 31, 2013 to the date these financial statements were
issued, and has determined that it does not have any material subsequent events
to disclose in these financial statements.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles. The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
quarterly report. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are
expressed in United States dollars. All references to "US$" refer to United
States dollars and all references to "common stock" refer to the common shares
in our capital stock.
As used in this quarterly report, the terms "we", "us", "our" and "our company"
mean Greenwind NRG Inc., unless otherwise indicated.
OVERVIEW
We were incorporated under the name Greenwind NRG Inc. in the State of Nevada on
February 25, 2010. We are a development-stage company and we have no revenues
and minimal assets. As a result we have incurred losses since inception.
We have not implemented our business plan as of this date. We have focused our
limited managerial and financial capacity almost entirely on the efforts needed
to undertake an offering of our shares under our recently effective registration
statement on Form S-1 (the "Offering"). If this Offering is successful, we
intend to seek sponsorship from a FINRA-registered broker-dealer and apply for
quotation on the OTC Bulletin Board. In order to be quoted on the OTC Bulletin
Board, a market maker must file an application on our behalf in order to make a
market for our common stock. There is no assurance that such an application will
be filed. Even if we do obtain sponsorship of a market maker there is no
guarantee that an application will be filed or our stock will become quoted or a
market for our common stock will develop.
We intend to commence operations in the business of off the grid wind power
systems for residential, cabin, RV, boat and shop use. We intend to source
equipment from suppliers at wholesale prices and market, distribute, setup and
maintain this equipment. Our target market will be Ireland.
James Sammon, an officer and director of Greenwind NRG Inc., will put together a
marketing campaign that will include web marketing, trade shows and newspaper
advertisements.
11
RESULTS OF OPERATIONS
WORKING CAPITAL
January 31, October 31
2013 2012
-------- --------
$ $
Current Assets 882 925
Current Liabilities 18,726 14,896
Working Capital (Deficit) (17,844) (13,971)
CASH FLOWS
Three months Three months
ended ended
January 31, January 31,
2013 2012
-------- --------
$ $
Cash Flows used in Operating Activities (7,918) (7,294)
Cash Flows from Financing Activities 7,875 --
Net Increase (decrease) in Cash During Period (43) (7,294)
OPERATING REVENUES
For the period from August 31, 2011 (date of inception) to January 31, 2013, the
Company did not earn any operating revenues.
OPERATING EXPENSES AND NET LOSS
During the three months ended January 31, 2013, the Company incurred operating
expenses of $4,166 compared to $3,559 for the three months ended January 31,
2012. The increase in operating expenses were attributed to $1,250 in
professional fees as the Company incurred additional accounting, audit, and
legal fees relating to their SEC filing requirements, and offset by decreases in
general and administrative expense of $643 as the Company had limited cash flows
for operating activity.
For the three months ended January 31, 2013, the Company recorded a net loss of
$4,166 and loss per share of $nil compared to a net loss of $3,559 and loss per
share of $nil for the three months ended January 31, 2012.
LIQUIDITY AND CAPITAL RESOURCES
As at January 31, 2013, the Company had cash of $882 and total assets of $1,137
compared with cash of $925 and total assets of $1,473 as at October 31, 2012.
The decrease in cash and total assets were attributed to the use of the cash
during the period as the Company used cash at a greater rate than amounts raised
from financing activities.
As at January 31, 2013, the Company had total liabilities of $18,726 compared
with $14,896 as at October 31, 2012. The increase in liabilities were attributed
to $7,875 increase in notes payable due to related parties as the Company
received additional financing from related parties to pay for its outstanding
obligations, offset by decreases in accounts payable and accrued liabilities of
$4,045 as the Company repaid outstanding obligations.
During the three months ended January 31, 2013, the Company did not issue any
equity instruments.
12
CASHFLOW FROM OPERATING ACTIVITIES
During the period ended January 31, 2013, the Company used $7,918 of cash for
operating activities compared with $7,294 during the period ended January 31,
2012. The increase is attributed to the fact that the Company incurred more
professional fees and out-of-pocket costs which were repaid by funds contributed
from related parties.
CASHFLOW FROM INVESTING ACTIVITIES
During the period from February 25, 2010 (date of inception) to January 31,
2013, the Company did not have any investing activities.
CASHFLOW FROM FINANCING ACTIVITIES
During the period ended January 31, 2013, the Company received $7,875 in
proceeds from financing activities relating to notes payable from related
parties compared with $nil during the period January 31, 2012. The notes payable
are unsecured, non-interest bearing, and due on demand.
GOING CONCERN
We have not attained profitable operations and are dependent upon
obtaining financing to pursue any extensive acquisitions and activities. For
these reasons, our auditors stated in their report on our audited financial
statements that they have substantial doubt that we will be able to continue as
a going concern without further financing.
FUTURE FINANCINGS
We will continue to rely on equity sales of our common shares in order to
continue to fund our business operations. Issuances of additional shares will
result in dilution to existing stockholders. There is no assurance that we will
achieve any additional sales of the equity securities or arrange for debt or
other financing to fund our operations and other activities.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
stockholders.
CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes have been prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis. The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to
prepare our financial statements. A complete summary of these policies is
included in the notes to our financial statements. In general, management's
estimates are based on historical experience, on information from third party
professionals, and on various other assumptions that are believed to be
reasonable under the facts and circumstances. Actual results could differ from
those estimates made by management.
13
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Company has implemented all new accounting pronouncements that are in
effect. These pronouncements did not have any material impact on the financial
statements unless otherwise disclosed, and the Company does not believe that
there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting company", we are not required to provide the information
required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the SECURITIES
EXCHANGE ACT OF 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our president (our principal executive
officer, principal financial officer and principle accounting officer) to allow
for timely decisions regarding required disclosure.
As of the end of our quarter covered by this report, we carried out an
evaluation, under the supervision and with the participation of our president
(our principal executive officer, principal financial officer and principle
accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president (our
principal executive officer, principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this quarterly report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the period covered by this report, there were no changes in our internal
controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our
company, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our interest.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
14
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit
No. Description
--- -----------
(3)(I) ARTICLES OF INCORPORATION; (II) BY-LAWS
3.1 Articles of Incorporation (Incorporated by reference to our
Registration Statement on Form S-1 filed on December 23, 2011)
3.2 Bylaws of (Incorporated by reference to our Registration Statement on
Form S-1 filed on December 23, 2011)
(10) MATERIAL CONTRACTS
10.1 Statement of No Debt Owing to Anhui Hummer Dynamo Co., (Incorporated by
reference to our Registration Statement on Form S-1 filed on July 11,
2012).
10.2 Director Loan Agreement (Incorporated by reference to our Registration
Statement on Form S-1 filed on February 16, 2012)
10.3 Supply List from Anhui Hummer Dynamo Co. (Incorporated by reference to
our Registration Statement on Form S-1 filed on July 11, 2012)
(21) SUBSIDIARIES OF THE REGISTRANT
(31) RULE 13A-14(A) / 15D-14(A) CERTIFICATIONS
31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
of the Principal Executive Officer
31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
of the Principal Financial Officer and Principal Accounting Officer
(32) SECTION 1350 CERTIFICATIONS
32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
of the Principal Executive Officer
32.2* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
of the Principal Financial Officer and Principal Accounting Officer
101** INTERACTIVE DATA FILES
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
----------
* Filed herewith
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the
Interactive Data Files on Exhibit 101 hereto are deemed not filed or part
of any registration statement or prospectus for purposes of Sections 11 or
12 of the Securities Act of 1933, are deemed not filed for purposes of
Section 18 of the Securities and Exchange Act of 1934, and otherwise are
not subject to liability under those sections.
15
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GREENWIND NRG INC.
(Registrant)
Date: May 24, 2013 /s/ James Sammon
-----------------------------------------------
James Sammon
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: May 24, 2013 /s/ Tadhq Sammon
-----------------------------------------------
Tadhq Sammon
Chief Financial Officer and Director
(Principal Financial Officer and Principal
Accounting Officer)
1
