GREENWORLD DEVELOPMENT, INC. - FORM 10-Q - December 9, 2013

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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: September 30, 2013

Commission file no.:  0 00-26703

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 November 10, 2013, there were 98,074,644 shares of voting stock of the registrant issued and outstanding.

 
 
 
 
TABLE OF CONTENTS
 

 
 
 
 

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS
 

 
F-1
 
 
(A DEVELOPMENT STAGE ENTITY)
CONDENSED CONSOLIDATED BALANCE SHEETS

   
September 30,
    
December 31,
  
   
2013
    
2012
  
ASSETS
  
(Unaudited)
    
(Audited)
  
             
CURRENT ASSETS:
            
  Cash
   $ 919     $ 58  
  Accounts receivable
     10,307       -  
      Total Current Assets
     11,226       58  
                 
OTHER ASSETS:
                
   Other assets
     40       40  
     Total Other Assets
     40       40  
                 
TOTAL ASSETS
   $ 11,266     $ 98  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                 
CURRENT LIABILITIES:
                
  Accounts payable and accrued liabilities
   $ 121,406     $ 74,679  
  Accounts payable - related parties
     324,222       318,528  
  Accrued interest payable
     23,225       12,126  
  Derivative liability
     244,821       74,388  
     Total Current Liabilities
     713,674       479,721  
                 
LONG-TERM LIABILITIES:
                
  Convertible notes payable, net of discount
     86,331       49,334  
                 
TOTAL LIABILITIES
     800,005       529,055  
                 
STOCKHOLDERS' DEFICIT
                
Preferred stock, $.00001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2013 and December 31, 2012
     -       -  
Common stock, $.00005 par value; 300,000,000 shares authorized, 98,074,644 and 93,641,454 shares issued and outstanding at September 30, 2013 and December 31, 2012
     4,904       4,682  
  Additional paid-in capital
     2,916,027       2,515,872  
  Accumulated other comprehensive loss
     (75,841 )     (68,303 )
  Deficit accumulated during the development stage
     (3,633,829 )     (2,981,208 )
TOTAL STOCKHOLDERS' DEFICIT
     (788,739 )     (528,957 )
                 
TOTAL LIABILITIES & STOCKHOLDERS DEFICIT
   $ 11,266     $ 98  
 
See accompanying notes to the condensed consolidated financial statements.

 
F-2
 
 
(A DEVELOPMENT STAGE ENTITY)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

   
Three Months
    
Three Months
    
Nine Months
    
Nine Months
    
December 15, 1997
  
   
Ended
September 30,
    
Ended
September 30,
    
Ended
September 30,
    
Ended
September 30,
    
(Date of
Inception) to
  
   
2013
    
2012
    
2013
    
2012
    
September 30, 2013
  
                               
Revenue
   $ -     $ -     $ -     $ -     $ -  
                                         
Operating expenses:
                                        
  General and administrative expenses
     (17,283 )     (16,850 )     (252,407 )     (47,160 )     (830,935 )
  Professional fees
     (40,410 )     (3,372 )     (136,805 )     (61,714 )     (380,110 )
                                         
    Total operating expenses
     (57,693 )     (20,222 )     (389,212 )     (108,874 )     (1,211,045 )
                                         
Loss from operations
     (57,693 )     (20,222 )     (389,212 )     (108,874 )     (1,211,045 )
                                         
Other expenses:
                                        
Interest expense, including amortization of discount on notes payable of $12,334 and $36,997 for the three and nine months ended September 30, 2013
     (32,863 )     (4,997 )     (92,976 )     (7,826 )     (422,162 )
Loss on fair value adjustment of derivative liability
     (168,794 )     -       (170,433 )             (170,433 )
Proportionate share in loss of investee company
     -       -       -       -       (1,830,189 )
                                         
    Total other expenses
     (201,657 )     (4,997 )     (263,409 )     (7,826 )     (2,422,784 )
                                         
Net loss
     (259,350 )     (25,219 )     (652,621 )     (116,700 )     (3,633,829 )
                                         
Other comprehensive loss:
                                        
  Currency translation adjustments
     (11,288 )     -       (7,538 )     -       (75,841 )
                                         
Total comprehensive loss
   $ (270,638 )   $ (25,219 )   $ (660,159 )   $ (116,700 )   $ (3,709,670 )
                                         
Basic and diluted loss per share
   $ 0.00     $ 0.00     $ (0.01 )   $ 0.00          
Basic and diluted weighted average number of shares outstanding
     94,808,712       93,641,454       94,100,750       91,508,121          
 
See accompanying notes to the condensed consolidated financial statements.

 
F-3
 
 
(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
 
                     
Deficit
              
                     
Accumulated
    
Accumulated
        
               
Additional
    
During The
    
Other
    
Total
  
   
Number of
    
Common
    
Paid-In
    
Development
    
Comprehensive
    
Stockholders'
  
   
Shares
    
Stock
    
Capital
    
Stage
    
Income (Loss)
    
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 )
Stock issued for non-employee compensation at $.03-$.19 per share
     1,033,500       52       36,313       -       -       36,365  
Common stock issued for cash
     214,690       11       42,441       -       -       42,452  
Conversion of convertible note and related accrued interest into common stock
     3,185,000       159       321,401       -       -       321,560  
Foreign currency translation adjustment
             -       -       -       (7,538 )     (7,538 )
Net loss
             -       -       (652,621 )     -       (652,621 )
BALANCE, September 30, 2013
     98,074,644     $ 4,904     $ 2,916,027     $ (3,633,829 )   $ (75,841 )   $ (788,739 )
 
See accompanying notes to the condensed consolidated financial statements.
 
 
F-4
 
 
(A DEVELOPMENT STAGE ENTITY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
Nine Months
    
Nine Months
    
December 15, 1997
  
   
Ended
September 30,
    
Ended
September 30,
    
(Date of
Inception) to
  
   
2013
    
2012
    
September 30, 2013
  
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                  
Net loss
   $ (652,621 )   $ (116,700 )   $ (3,633,829 )
Adjustments to reconcile net loss to net cash used in operating activities:
                        
          Depreciation
     -       -       1,421  
Stock issued for compensation
     36,365       -       427,665  
  Accrued interest on note payable converted to common stock
     44,878       -       44,878  
  Amortization of loan discount
     36,997       -       245,941  
          Proportionate share in loss of investee company
     -               1,830,189  
  Loss on fair value adjustment of derivative liability     170,433        -       244,821  
Changes in operating assets and liabilities:
                        
          Accounts receivable
     (10,307 )     -       (10,307 )
          Other assets
     -       -       (40 )
          Accounts payable and accrued liabilities
     46,727       -       121,406  
          Accounts payable - related parties
     5,694       -       324,222  
          Deferred expenses
     -       2,788       -  
          Accrued interest payable
     11,099       58,836       23,225  
Net cash used in operating activities
     (310,735 )     (55,076 )     (380,408 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                        
      Ownership interest in investee company
     -       -       (98,850 )
      Purchase of property and equipment
     -       -       (1,421 )
Net cash used in investing activities
     -       -       (100,271 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                        
     Common stock issued for cash
     42,452       -       42,452  
     Proceeds from note payable
     276,682       37,000       514,987  
Net cash provided by financing activities
     319,134       37,000       557,439  
                         
Effects of exchange rate on cash
     (7,538 )     26,089       (75,841 )
                         
NET INCREASE (DECREASE) IN CASH
     861       8,013       919  
CASH, BEGINNING OF PERIOD
     58       1,212       -  
CASH, END OF PERIOD
   $ 919     $ 9,225     $ 919  
                         
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
   $ 321,560     $ -     $ 671,078  
Stock issued for acquisitions
   $ -     $  -     $ 1,797,720  

See accompanying notes to the condensed consolidated financial statements.
 
 
F-5
 
 
(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 United States and 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. All intercompany accounts and transactions have been eliminated in consolidation.
 
 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 September 30, 2013, we had an accumulated deficit of $3,633,829 and a working capital deficit of $702,448. During the nine months ended September 30, 2013, we incurred a net loss of $652,621. We had no revenues or earnings from operations.  We will in all likelihood continue to sustain operating expenses without corresponding revenues. This may result in us incurring an additional 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. I n 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 funds.

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 -  S UMMARY 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
 
The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. We have reviewed the recently issued pronouncements and concluded that there are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on the Company’s financial position, results of operations or cash flows.

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 was adjusted to its fair value at the end of the current reporting period. The values at September 30, 2013 and December 31, 2012 were $244,821 and $74,388 respectively.  During the three and nine months ended September 30, 2013 and 2012, the Company amortized $12,334 and $36,997 in 2013, and $0 and $0 for 2012 of the discount,  which is reflected in interest expense in the accompanying condensed consolidated statements of comprehensive loss.
 
During the nine months ended September 30, 2013, the Company obtained a working capital loan for 210,000 Euros (approximately $277,000). The loan was provided for working capital purposes for the Company and was payable on September 30, 2013. The Company issued 3,185,000 shares of common stock valued at approximately $322,000 ($.10 per share) in satisfaction of the principal and accrued interest on the note.

 
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 September 30, 2013 and December 31, 2012:
 
 
 
September 30,
2013
(unaudited)
 
 
December 31,
2012
(audited)
 
Gross proceeds from notes
 
$
421,754
 
 
$
148,000
 
Portion Converted into common stock
 
 
(273,758
)
 
 
-0-
 
Amortization of discount
 
 
86,335
 
 
 
49,344
 
Beneficial conversion feature
 
 
(148,000
)
 
 
(148,000
)
Value of notes
 
$
86,331
 
 
$
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 $324,222 and $318,528 at September 30, 2013 and December 31, 2012, respectively, and consultancy expenses incurred from Europa were $26,972 and $0 for the nine months ended September 30, 2013 and 2012, respectively.

NOTE 6 - INCOME TAXES

The actual income tax benefit 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:
 
 
 
September 30,
2013
 
 
Effective
Tax Rate
 
 
September 30,
2012
 
 
Effective
Tax Rate
 
Federal tax benefit at statutory rate
 
$
(197,773
)
 
 
34
 % 
 
$
(31,100
)
 
 
34
 %
State income taxes, net of federal tax benefit
 
$
(23,227
)
 
 
4
 %
 
$
(3,700
)
 
 
4
 % 
Change in valuation allowance
 
$
221,000
 
 
 
 (38
 %)
 
$
34,800
 
 
 
(38
 %)
Total
 
$
—
 
 
 
0
 % 
 
$
—
 
 
 
0
 %

 The following table represents the tax effects of significant items that give rise to deferred taxes as of September 30, 2013 and December 31, 2012:
     
 
 
2013
 
 
2012
 
Deferred tax asset:
 
 
 
 
 
 
 
 
Net operating loss carry forward
 
$
1,323,710
 
 
$
1,013,611
 
Valuation allowance
 
$
(1,323,710
)
 
$
(1,013,611
)
Net deferred tax asset
 
$
—
 
 
$
—
 
 
NOTE 7 – ISSUANCE OF COMMON STOCK

During the nine months ended September 30, 2013 the Company issued 214,690 shares of common stock in exchange for $42,452 which equates to an average share price of approximately $.20 per share. In addition, the Company issued 1,033,500 shares of common stock, valued at $36,365, in exchange for services to consultants and non-employees. The shares were issued at an average price of $.035 per share.

 
F-8
 
 
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 active in developing its activities in green technologies.  The Company, through one of its wholly owned subsidiaries, owns 30% of NEC Healthworld (Uganda), Ltd., which has a leasehold interest in a non-operational pharmaceutical manufacturing facility.  The Company also owns 100% of Getting Green Solutions, LLC, an entity located in Georgia, which is developing waste tire to energy technology.  The Company also has two pending share purchase agreements to acquire partial interests in two companies in the United Kingdom and Ireland which are also developing waste tire to energy operations and other logistical services for future Company projects.  These acquisitions have not been completed as they are contingent upon finalizing a funding credit line agreement currently in negotiations.

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 and nine months ended September 30, 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.

 
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Operating Expense-Three and Nine months Ended September 30, 2013
 
Operating expenses increased from $108,874 for the nine months ended September 30, 2012 to $389,212 for the nine months ended September 30, 2013. The increase in our operating expenses is due to an increase in general and administrative expenses primarily for legal, consultant expenses and accounting and audit fees related to a public company.
 
Operating expenses increased from $20,222 for the three months ended September 30, 2012 to $57,693 for the three months ended September 30, 2013. The increase in our operating expenses is due to an increase in general and administrative expenses primarily for legal, consulting expenses and accounting and audit fees related to a public company.
 
Other Expense-Three and Nine months Ended September 30, 2013
 
Interest expense for the nine months ended September 30, 2013 was $92,976 as compared to $7,826 for the nine months ended September 30, 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. 

Interest expense for the three months ended September 30, 2013 was $32,863 as compared to $4,997 for the nine months ended September 30, 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. 

For the three and nine months ended September 30, 2013 the Company incurred a $168,794 and $170,433 respectively for loss on the fair value adjustment of derivative liability. This is a result of the beneficial conversion of the note payable from 2010.

Net Loss
 
Our net loss for the nine months ended September 30, 2013 was $652,621 as compared to a net loss of $116,700 for the nine months ended September 30, 2012. The increase in net loss is due to the increase of operating expenses, loss on derivative liability and interest expense in 2013.
 
Our net loss for the three months ended September 30, 2013 was $259,350 as compared to a net loss of $25,219 for the three months ended September 30, 2012. The increase in net loss is due to the increase of operating expenses, loss on valuation of derivative liability and interest expense in 2013.
 
As of September 30, 2013, our accumulated deficit was $3,633,829.
 
Financial Condition, Liquidity and Capital Resources
 
At September 30, 2013, we had cash and cash equivalents of $919 and our working capital deficit was $702,448. 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, effect 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 $788,739 at September 30, 2013 and net losses of $652,621 for the nine months ended September 30, 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.

 
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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.
 
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 September 30, 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.

 
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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. Furthermore 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 September 30, 2013.
 
(c)  Changes in Internal Control over Financial Reporting

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 third quarter of 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
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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.
 
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.
 
DEFAULTS UPON SENIOR SECURITIES

None
 
MINE SAFETY DISCLOSURES.

    None

OTHER INFORMATION

    None
 
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.
 
 
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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: December 9, 2013
By:
/s/ Leo Heinl
   
Leo Heinl
   
Chief Executive Officer
   
Chief Financial Officer
 
 
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GREENWORLD DEVELOPMENT, INC. Reports