GREENWORLD DEVELOPMENT, INC. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - GREENWORLD DEVELOPMENT, INC.	Financial_Report.xls
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002. - GREENWORLD DEVELOPMENT, INC.	f10q0313ex32i_greenworld.htm
EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002. - GREENWORLD DEVELOPMENT, INC.	f10q0313ex31i_greenworld.htm

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: March 31, 2013

Commission file no.: 000-26703

GREENWORLD DEVELOPMENT INC.

(Name of Registrant in its Charter)

Nevada		98-0206030
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

3107 Stirling Road, Suite 201
Ft. Lauderdale, FL		33312
(Address of principal executive offices)		(Zip Code)

Issuer's telephone number: (954) 374-0555

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

Title of each class		Name of each exchange on which registered
None		None

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

Common Stock, $0.00005 par value per share

(Title of class)

Indicate by Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

As of June 12, 2013, there were 93,641,454 shares of voting stock of the registrant issued and outstanding.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4
Item 4.	Controls and Procedures	5

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	6
Item 1A.	Risk Factors	6
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	6
Item 3.	Defaults Upon Senior Securities	6
Item 4.	Mine Safety Disclosures	6
Item 5.	Other Information	6
Item 6.	Exhibits	6

SIGNATURES		7

PART I

ITEM 1.

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets	F-2

Condensed Consolidated Statements of Comprehensive Loss	F-3

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	F-4

Condensed Consolidated Statements of Cash Flow	F-5

Notes to Condensed Consolidated Financial Statements	F-6

F-1

GREENWORLD DEVELOPMENT, INC AND SUBSIDIARIES

(A DEVELOPMENT STAGE ENTITY)

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2013			2012
ASSETS	(Unaudited)			(Audited)

CURRENT ASSETS:
Cash	$	49,088		$	58
Total Current Assets		49,088			58

OTHER ASSETS:
Other assets		40			40
Total Other Assets		40			40

TOTAL ASSETS	$	49,128		$	98

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Current portion of notes payable	$	269,262		$	-
Accounts payable and accrued liabilities		108,971			74,679
Accounts payable - related parties		260,662			318,528
Accrued interest payable		23,134			12,126
Derivative liability		76,027			74,388
Total Current Liabilities		738,056			479,721

LONG-TERM LIABILITIES:
Notes payable, net of current portion		61,668			49,334

TOTAL LIABILITIES		799,724			529,055

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.00001 par value; 50,000,000 shares authorized,
0 shares issued and outstanding at March 31, 2013 and
December 31, 2012		-			-
Common stock, $.00005 par value; 300,000,000 shares authorized,
93,641,454 shares issued and outstanding
at March 31, 2013 and December 31, 2012		4,682			4,682
Additional paid in capital		2,515,872			2,515,872
Accumulated other comprehensive loss		(56,105	)		(68,303	)
Deficit accumulated during the development stage		(3,215,045	)		(2,981,208	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(750,595	)		(528,957	)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	49,128		$	98

See accompanying notes to the condensed consolidated financial statements.

F-2

GREENWORLD DEVELOPMENT, INC AND SUBSIDIARIES

(A DEVELOPMENT STAGE ENTITY)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012			December 15, 1997 (Date of Inception) to March 31, 2013

Revenue	$	-		$	-		$	-

Operating expenses:
General and administrative expenses		173,105			17,536			751,633
Professional fees		35,750			24,731			279,054

Total operating expenses		208,855			42,267			1,030,687

Loss from operations		(208,855	)		(42,267	)		(1,030,687	)

Other income (expenses):
Interest expense,including amortization of discount on notes payable of $12,334		(23,342	)		-			(352,530	)
Loss on fair value adjustment of derivative liability	$	(1,639	)		-		$	(1,639	)
Proportionate share in loss of investee company		-			-			(1,830,189	)

Total other income (expenses)		(24,981	)		-			(2,184,358	)

Net loss		(233,836	)		(42,267	)		(3,215,045	)

Other comprehensive income (loss):
Currency translation adjustments		12,198			-			(56,105	)

Total comprehensive loss	$	(221,638	)	$	(42,267	)	$	(3,271,150	)
Basic and diluted loss per share	$	0.00		$	0.00
Basic and diluted weighted average number of shares outstanding		93,641,454			87,241,457

See accompanying notes to the condensed consolidated financial statements.

F-3

GREENWORLD DEVELOPMENT, INC AND SUBSIDIARIES

(A DEVELOPMENT STAGE ENTITY)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

							Deficit
							Accumulated			Accumulated
					Additional		During The			Other			Total
	Number of		Common		Paid-In		Development			Comprehensive			Stockholders'
	Shares		Stock		Capital		Stage			Income (Loss)			Equity (Deficit)
BEGINNING BALANCE, January 1, 2005		16,617,230	$	831	$	415,256	$	(292,280	)	$	-		$	123,807

Net loss				-		-		(187,537	)		-			(187,537	)

BALANCE, December 31, 2005		16,617,230		831		415,256		(479,817	)		-			(63,730	)
Beneficial Conversion Feature Discount		-		-		-		15,000			-			15,000
Net loss		-		-		-		(79,450	)		-			(79,450	)

BALANCE, December 31, 2006		16,617,230		831		415,256		(544,267	)		-			(128,180	)
Beneficial Conversion Feature Discount				-		-		59,609			-			59,609
Net loss				-		-		(78,730	)		-			(78,730	)

BALANCE, December 31, 2007		16,617,230		831		415,256		(563,388	)		-			(147,301	)
Beneficial Conversion Feature Discount				-		-		35,001			-			35,001
Net loss				-		-		(91,093	)		-			(91,093	)

BALANCE, December 31, 2008		16,617,230		831		415,256		(619,480	)		-			(203,393	)
Beneficial Conversion Feature Discount				-		-		50,000			-			50,000
Net loss				-		-		(117,331	)		-			(117,331	)

BALANCE, December 31, 2009		16,617,230		831		415,256		(686,811	)		-			(270,724	)
Reverse acquisition		30,000,000		1,500		1,161,789		634,391			-			1,797,680
Foreign currency translation adjustment											(78,810	)		(78,810	)
Beneficial Conversion Feature Discount				-		-		35,000			-			35,000
Net loss				-		-		(219,572	)		-			(219,572	)
BALANCE, December 31, 2010		46,617,230		2,331		1,577,045		(236,992	)		(78,810	)		1,263,574
Shares issued to settle debt and interest expense		22,324,224		1,116		400,722		-			-			401,838
Stock issued for non-employee compensation		14,300,000		715		6,585		-			-			7,300
Stock issued for acquisition		4,000,000		200		(160		-			-			40
Foreign currency translation adjustment								-			(17,691	)		(17,691	)
Net loss				-		-		(259,734	)		-			(259,734	)
BALANCE, December 31, 2011		87,241,454		4,362		1,984,192		(496,726	)		(96,501	)		1,395,327
Stock issued for non-employee compensation at $.06 per share		6,400,000		320		383,680		-			-			384,000
Beneficial Conversion Feature on Convertible Note						148,000								148,000
Foreign currency translation adjustment				-		-		-			28,198			28,198
Net loss				-		-		(2,484,482	)		-			(2,484,482	)
BALANCE, December 31, 2012		93,641,454		4,682		2,515,872		(2,981,208	)		(68,303	)		(528,957	)

Foreign currency translation adjustment				-		-		-			12,198			12,198
Net loss				-		-		(233,836	)		-			(233,836	)
BALANCE, March 31, 2013		93,641,454	$	4,682	$	2,515,872	$	(3,215,044	)	$	(56,105	)	$	(750,595	)

See accompanying notes to the condensed consolidated financial statements.

F-4

GREENWORLD DEVELOPMENT, INC AND SUBSIDIARIES

(A DEVELOPMENT STAGE ENTITY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended			Three Months Ended			December 15, 1997 (Date of Inception)
	March 31,			March 31,			to March 31,
	2013			2012			2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(233,836	)		(42,267	)	$	(3,215,045	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation		-			-			2,367
Stock issued for compensation		-			-			391,300
Amortization of loan discount		12,334			107,717			221,278
Proportionate share in loss of investee company		-						1,830,189
Changes in operating assets and liabilities:
Other assets		-			-			(40	)
Accounts payable and accrued liabilities		34,292			-			108,971
Accounts payable - related parties		(57,866	)		(8,660	)		260,662
Deferred expenses		-			(31,403	)		-
Derivative liability		1,639			-			76,027
Accrued interest payable		11,008			-			23,135
Net cash (used in) provided by operating activities		(232,429	)		25,387			(301,156	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Ownership interest in investee company		-			-			(98,850	)
Purchase of property and equipment		-			(31,026	)		(2,367	)
Net cash (used in) investing activities		-			(31,026	)		(101,217	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable		269,261			17,000			507,566
Net cash provided by financing activities		269,261			17,000			507,566

Effects of exchange rate on cash		12,198			4,580			(56,105	)

NET INCREASE IN CASH		49,030			15,941			49,088
CASH, BEGINNING OF PERIOD		58			1,212			-
CASH, END OF PERIOD	$	49,088		$	17,153			49,088

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
AND INVESTING TRANSACTIONS:
Discount on convertible notes payable	$	-		$	-		$	148,000
Conversion of notes payable and accrued interest to common stock	$	-		$	-		$	401,838
Stock issued for acquisitions	$	-		$	-		$	1,797,720

See accompanying notes to the condensed consolidated financial statements.

F-5

GREENWORLD DEVELOPMENT, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE ENTITY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – COMPANY BACKGROUND AND NATURE OF BUSINESS

Greenworld Development Inc. (“the Company”) is a development stage entity and is primarily engaged in the development and operation of waste to energy and waste to renewable project opportunities situated within the European Union member states.

The condensed consolidated financial statements include the accounts of Greenworld Development, Inc. and its wholly-owned subsidiaries, Greenworld USA LLC and Greenworld International Resources Ltd. (the Company). All intercompany accounts and transactions have been eliminated in consolidation.

As the Company reported in its 8-K filed with the SEC on February 20, 2013, which 8-K is hereby incorporated by reference, in January 2013, GIR entered into an agreement to acquire 100% of 4Front Contracts Management Ltd. (“4Front”), a revenue producing business focused on logistics, project, and asset and contracts management with a team of experienced engineers, able to deliver large CAPEX projects, to facilitate ‘in house’ services. Completion of the Share Purchase Agreement is scheduled for the second quarter 2013, in consideration of €400,000 ($664,000) and 4,500,000 shares of the Company’s common stock, subject to funding being available. 4Front is a corporation organized under the laws of the Republic of Ireland and has historical revenues of approximately €1,500,000 ($2,490,000).

Note 2. GOING CONCERN CONSIDERATION

The accompanying financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At March 31, 2013, we had an accumulated deficit of $3,215,045 and a working capital deficit of $688,968. During the quarter ended March 31, 2013, we incurred a net loss of $233,836. We had no significant revenues or earnings from operations. We will in all likelihood continue to sustain operating expenses without corresponding revenues. This may result in us incurring a net operating loss, which will increase continuously unless and until we can achieve meaningful revenues.

These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. In this regard, management is planning to raise any necessary additional funds through loans and additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital.

The Company's ability to meet its obligations and continue as a going concern is dependent upon its ability to obtain additional financing, and achievement of profitable operations. Although the Company plans to pursue additional financing, there can be no assurance that the Company will be able to secure financing when needed or to obtain such financing on terms satisfactory to the Company, if at all.

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q for interim financial reporting pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). While these statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (U. S. GAAP) for complete financial statements. Therefore, the interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s annual report filed on Form 10-K for the fiscal year ended December 31, 2012.

F-6

GREENWORLD DEVELOPMENT, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE ENTITY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the consolidated financial statements are issued, and (iii) the reported amount of expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of consolidated financial statements; accordingly, actual results could differ from these estimates.

Recent Accounting Pronouncements

On January 31, 2013, the FASB issued ASU 2013-5, Parents Accounting for Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. Under ASU 2013-5, when: (1) a parent sells an investment in a foreign entity and ceases to have a controlling interest in that foreign entity or a foreign subsidiary disposes of substantially all of its assets or (2) control of a foreign entity is obtained in which it held an equity interest before the acquisition date, the cumulative translation adjustment should be released into net income. ASU 2013-5 is effective prospectively for annual and interim periods beginning January 1, 2014, but early adoption is permitted. The Company does not expect that the adoption of this standard will affect the Company’s results of operations or financial position.

On February 5, 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). ASU 2013-02 requires disclosure either on the face of the income statement or in the notes to the financial statements of significant amounts reclassified out of accumulated other comprehensive income in their entirety. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. ASU 2013-02 is effective prospectively for annual and interim periods beginning January 1, 2013. The Company will adopt ASU 2013-02 for the quarter ending March 31, 2013. ASU 2013-02 affects financial statement disclosure only and its adoption will not affect the Company’s results of operations or financial position.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its condensed financial statements and 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.

NOTE 4 - NOTES PAYABLE

In 2010, the Company entered into a convertible promissory note with a lender. The note bears interest at 10% per annum and payable at the time the note is converted or paid in full. The note is convertible at any time prior to maturity into the Company’s common stock. The note was discounted fully for its beneficial conversion feature which will be amortized using the effective interest method over the term of the note and recorded as interest expense in the Company's financial statements. The Company also recorded a derivative liability for the conversion feature of the note of $74,388, which will be adjusted to its fair value at the end of each reporting period. The values at March 31, 2013 and December 31, 2012 were $76,027 and $74,388 respectively. During the three months ended March 31, 2013 and 2012, the Company amortized $12,334 and $0 of the discount, which is reflected in interest expense in the accompanying condensed consolidated statements of comprehensive loss.

During the quarter ended March 31, 2013, the Company obtained a working capital loan for 210,000 Euros ($269,000). The loan was provided for working capital purposes for the Company and is payable in the third quarter of 2013. The total amount to be paid is 245,000 euros ($316,000) and is to be converted into common stock at a price of $.15 per share. Management determined that the conversion feature was not a beneficial conversion feature and therefore did not warrant separate accounting. To date $3,700 of interest was accrued as interest expense for the loan at March 31, 2013.

F-7

GREENWORLD DEVELOPMENT, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE ENTITY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the Company’s convertible notes as of March 31, 2013 and December 31, 2012:

	March 31, 2013 (unaudited)			December 31, 2012 (audited)
Gross proceeds from notes	$	417,262		$	148,000
Less: Loan set-off		-0-			-0-	)
Less: Beneficial conversion feature		-0-			-0-	)
Add: Amortization of discount		61,668			49,344
Less: Beneficial conversion feature		(148,000	)		(148,000	)
Value of notes	$	330,930		$	49,334

Note 5 - RELATED PARTY TRANSACTIONS

Accounts payable – related party consisted of amounts payable to Europa, a company related through common ownership, arising from professional services and travel costs incurred on behalf of the Company by management and directors. Amounts payable to Europa were $260,662 and $318,528 at March 31, 2013 and December 31, 2012, respectively, and consultancy expenses incurred from Europa were $19,400 and $0 for the three months ended March 31, 2013 and 2012, respectively.

NOTE 6 - INCOME TAXES

The actual income tax expense for 2013 and 2012 differs from the statutory tax expense for the year (computed by applying the U.S. federal corporate tax rate of 34.4% to income before provision for income taxes) as follows:

	March 31, 2013			Effective Tax Rate			March 31, 2012			Effective Tax Rate
Federal taxes at statuatory rate	$	(79,500	)		34	%	$	(223,600	)		34	%
State income taxes, net of federal tax benefit	$	(9,400	)		4	%	$	(26,300	)		4	%
Change in valuation allowance	$	88,900			(38.	%)	$	249,900			(38	%)
Total	$	--			0.0	%	$	---			0.0	%

The following table represents the tax effects of significant items that give rise to deferred taxes as of March 31, 2013 and December 31, 2012:

	2013			2012
Deferred tax asset:
Net operating loss carryforward	$	1,102,511		$	1,013,611

Less: Valuation allowance	$	(1,102,511	)	$	(1,013,611	)
Net deferred tax asset	$	---		$	--

F-8

ITEM 2.

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

Overview

The following discussion should be read in conjunction with the Company's unaudited financial statements and notes thereto. In connection therewith, and because the Company desires to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on its behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on the Company's behalf. Without limiting the generality of the foregoing, words such as "may", "anticipate", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. The Company disclaims any obligation to update forward-looking statements.

The Company has been actively developing its activities in green and health technologies. GIR owns 30% of NEC Healthworld (Uganda), Ltd., (NHU), which leases a fully furnished, but not yet producing pharmaceutical manufacturing facility. GIR is presently in discussions to divest its interests. In April 2011, the Company entered into an agreement to acquire 50% of Getting Green Solutions, LLC, (GGS), an entity located in Georgia. The Company was to issue 11,000,000 shares in exchange for the member ship interests in GGS, which develops a waste tire to energy technology. GGS was developing a demonstrator plant in Ohio, through a sister company. The 11,000,000 shares were never issued and subsequently, we and GGS determined that the Agreement needed to be modified. As a result, on or about October 1, the Company entered into an Amended and Restated Agreement for the share exchange pursuant to which the Company issued 4,000,000 of its restricted common stock in exchange for a 100% interest in GGS.

As the Company reported in its 8-K filed with the SEC on February 20, 2013, which 8-K is hereby incorporated by reference, in 2013 GDI signed a Share Purchase Agreement to acquire 76% of W2R Ltd (a UK company) which has the operating license for waste tire disposal on a 3 acre site in Warsop, Nottinghamshire, UK. The remaining 24% shareholders are the freehold owners of the site. GDI has an option to acquire the freehold. W2R’s current waste transfer and treatment license allows for the processing of 2 million waste tires per annum. We anticipate completing this acquisition in the second quarter 2013, and subject to planning, the company plans to redevelop the site to install a carbon emission neutral (clean tech) waste tyre2energy/tyre2renewable plant, which will be the Company’s first UK Energy Centre. The Company’s forward mission anticipates to be producing in the UK 80MW within 5 years. There is, however, no guarantee that we will be able to finalize the agreement which is subject to a funding credit line being available and commence operations on this project. Furthermore, even if we do commence these operations, there is no assurance that they will be profitable.

As the Company reported in its 8-K filed with the SEC on February 20, 2013, which 8-K is hereby incorporated by reference, in January 2013 GIR signed a Share Purchase Agreement to purchase 100% of 4Front Contracts Management Ltd., (an Irish company) a revenue active business, focused on logistics, project asset and contract management to facilitate ‘in house services’ for the development of the Company’s projects, which otherwise would need to be outsourced to expensive third parties. This Share Purchase Agreement is contingent upon finalising the funding credit/equity line.

Results of Operations

Revenues

There is no historical financial information about the Company upon which to base an evaluation of our performance. The Company did not generate any revenues from operations for the three months ended March 31, 2013 or 2012. Accordingly, comparisons with prior periods are not meaningful. The Company is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the decision and implementation of a new business plan.

Operating Expense

Operating expenses increased from $42,267 for the quarter ended March 31, 2012 to $208,855 for the quarter ended March 31, 2013. The increase in our operating expenses is due to an increase in general and administrative expenses primarily for costs and expenses related to a public company.

Interest Expense

Interest expense for the quarter ended March 31, 2013 was $23,342 as compared to $-0- for the quarter ended March 31, 2012. The increase in our interest expense is due to interest costs recognized in relation to the beneficial conversion feature in the convertible note payable and additional borrowing for operations of the Company.

Net Loss

Our net loss for the quarter ended March 31, 2013 was $233,836 as compared to a net loss of $42,267 for the quarter ended March 31, 2012. The increase in net loss is due to the increase of operating expenses and interest expense in 2013.

As of March 31, 2013, our accumulated deficit was $3,215,045.

Financial Condition, Liquidity and Capital Resources

At March 31, 2013, we had cash and cash equivalents of $49,088 and our working capital deficit was ($688,968). There can be no assurance that our financial condition will improve. We expect to continue to have minimal working capital or a working capital deficit as a result of our current liabilities.

The Company is in on-going negotiations for an equity funding line. There is however no guarantee that we are able to finalize the funding agreement.

No trends have been identified which would materially increase or decrease our results of operations or liquidity.

Going Concern Consideration

We have suffered recurring losses from operations and are in need of additional financing. These factors among others indicate that we may be unable to continue as a going concern, particularly in the event that we cannot obtain additional financing or, in the alternative, affect a merger or acquisition. Our continuation as a going concern depends upon our ability to generate sufficient cash flow to conduct our operations and our ability to obtain additional sources of capital and financing.

The accompanying financial statements have been prepared assuming that we will continue as a going concern. We have a stockholders deficit of $750,595 at March 31, 2013 and net losses of $233,836 for the quarter ended March 31, 2013. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements. We do not anticipate entering into any off-balance sheet arrangements during the next 12 months.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not subject to any specific market risk other than that encountered by any other public company related to being publicly traded.

Forward-Looking Statements

This Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), finding suitable merger or acquisition candidates, expansion and growth of the Company’s business and operations, and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results or developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties, general economic market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company. Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

ITEM 4.

CONTROLS AND PROCEDURES

Management’s Report on Internal Control Over Financial Reporting

(a) Evaluation of Disclosure Controls and Procedures

Management of the Company with the participation of the Chief Executive Officer conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934) pursuant to Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported on a timely basis and that such information is communicated to management, including the Chief Executive Officer, Chief Financial Officer and the Company’s Board of Directors, to allow timely decisions regarding required disclosure.

Based upon that evaluation, the Chief Executive Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2013.

(b) Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

It should be noted that the Company’s management, including the Chief Executive Officer, do not expect that the Company’s internal controls will necessarily prevent all errors or fraud. A control system, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

A material weakness is 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 the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of March 31, 2013.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. The Company’s internal controls over financial reporting was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the first quarter of 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

The Company knows of no legal proceedings to which it is a party or to which any of its property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against the Company.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

MINE SAFETY DISCLOSURES.

None

ITEM 5.

OTHER INFORMATION

None

ITEM 6.

EXHIBITS

(a) The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are incorporated herein by reference, as follows:

Exhibit No.		Description

31.1 *		Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1 *		Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

* Filed herewith

(b) The following sets forth the Company’s reports on Form 8-K that have been filed during the quarter for which this report is filed:

None.

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 hereunto duly authorized.

Greenworld Development Inc.

(Registrant)


Date: June 18, 2013	By:	/s/ Leo Heinl
		Leo Heinl
		Chief Executive Officer
		Chief Financial Officer

GREENWORLD DEVELOPMENT, INC. - FORM 10-Q - June 18, 2013

Attached files

GREENWORLD DEVELOPMENT, INC. Reports