Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - NewGen BioPharma Corp. | Financial_Report.xls |
| EX-32.2 - EX 32.2 - NewGen BioPharma Corp. | ex32-2.htm |
| EX-31.2 - EX 31.2 - NewGen BioPharma Corp. | ex31-2.htm |
| EX-31.1 - EX 31.1 - NewGen BioPharma Corp. | ex31-1.htm |
| EX-32.1 - EX 32.1 - NewGen BioPharma Corp. | ex32-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2014
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934
For the transition period from__________ to __________
Commission file number: 000-1537274
GREENWIND NRG INC.
(Exact name of registrant as specified in its charter)
|
Nevada
|
|
N/A
|
|
(State or other jurisdiction
|
|
(IRS Employer Identification No.)
|
|
of Incorporation or organization)
|
|
|
|
3221 Dominquez Avenue, Quezon City, Philippines
|
|
(Address of principal executive offices and zip code)
|
|
844-624-4793
|
|
(Registrant's telephone number, including area code)
|
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 (§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).
¨ Yes x No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. 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
|
x
|
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
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
|
Class
|
|
Outstanding at March 10, 2014
|
|
Common stock, $0.001 par value
|
|
11,900,000
|
|
|
|
|
Greenwind NRG Inc.
Form 10-Q
For the Three Months Ended January 31, 2014
INDEX
|
|
|
Page
|
|
|
|
|
|
|
||
|
|
|
|
|
Item 1.
|
4
|
|
|
|
|
|
|
Item 2.
|
12
|
|
|
|
|
|
|
Item 3.
|
16
|
|
|
|
|
|
|
Item 4.
|
16
|
|
|
|
|
|
|
|
||
|
|
|
|
|
Item 1.
|
17
|
|
|
|
|
|
|
Item 1A.
|
17
|
|
|
|
|
|
|
Item 2.
|
17
|
|
|
|
|
|
|
Item 3.
|
17
|
|
|
|
|
|
|
Item 4.
|
17
|
|
|
|
|
|
|
Item 5.
|
17
|
|
|
|
|
|
|
Item 6.
|
18
|
|
|
|
|
|
|
19
|
||
2
FORWARD-LOOKING STATEMENTS
This Report on Form 10-Q contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as "may," "will," "expect," "believe," "estimate," "anticipate," "intend," "continue," or similar terms, variations of such terms or the negative of such terms. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth in our Annual Report on Form 10-K filed on February 12, 2014.
As used in this Form 10-Q, "we," "us," and "our" refer to Greenwind NRG Inc., which is also sometimes referred to as the "Company" or "Greenwind."
YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING
STATEMENTS
The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.
3
PART I. FINANCIAL INFORMATION
GREENWIND NRG INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
JANUARY 31, 2014
4
GREENWIND NRG INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
JANUARY 31, 2014
|
F - 2
|
|
|
|
|
|
F - 3
|
|
|
|
|
|
F - 4
|
|
|
|
|
|
F - 5 – F - 7
|
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS (UNAUDITED)
AT JANUARY 31, 2014 AND OCTOBER 31, 2013
|
ASSETS
|
January 31,
2014
|
October 31,
2013
|
||||||
|
Current Assets
|
||||||||
|
Cash and cash equivalents
|
$
|
0
|
$
|
0
|
||||
|
Total Current Assets
|
0
|
0
|
||||||
|
TOTAL ASSETS
|
$
|
0
|
$
|
0
|
||||
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
|
Liabilities
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts payable and accrued liabilities
|
$
|
24,808
|
$
|
6,883
|
||||
|
Notes payable – related party
|
1,962
|
18,377
|
||||||
|
|
||||||||
|
Total Liabilities
|
26,770
|
25,260
|
||||||
|
|
||||||||
|
Stockholders' Deficit
|
||||||||
|
Common stock, par $0.001, 75,000,000 shares authorized, 11,900,000 shares issued and outstanding
|
11,900
|
11,900
|
||||||
|
Additional paid in capital
|
53,477
|
35,100
|
||||||
|
Deficit accumulated during the development stage
|
(92,147
|
)
|
(72,260
|
)
|
||||
|
Total Stockholders' Deficit
|
(26,770
|
)
|
(25,260
|
)
|
||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$
|
0
|
$
|
0
|
||||
The accompanying notes are an integral part of these financial statements
F-2
GREENWIND NRG INC.
(A DEVELOPMENT STAGE COMPANY)
THREE MONTHS ENDED JANUARY 31, 2014 AND 2013
PERIOD FROM FEBRUARY 25, 2010 (INCEPTION) TO JANUARY 31, 2014
|
|
Three months ended
January 31,
2014
|
Three months ended
January 31,
2013
|
Period from
February 25, 2010 (Inception)
to January 31,
2014
|
|||||||||
|
|
||||||||||||
|
GROSS REVENUES
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
|
|
||||||||||||
|
OPERATING EXPENSES
|
||||||||||||
|
Professional fees
|
18,159
|
3,750
|
60,385
|
|||||||||
|
Website design
|
0
|
0
|
2,050
|
|||||||||
|
Depreciation
|
0
|
293
|
2,342
|
|||||||||
|
General and administrative
|
1,728
|
123
|
27,370
|
|||||||||
|
TOTAL OPERATING EXPENSES
|
19,887
|
4,166
|
92,147
|
|||||||||
|
|
||||||||||||
|
LOSS FROM OPERATIONS
|
(19,887
|
)
|
(4,166
|
)
|
(92,147
|
)
|
||||||
|
|
||||||||||||
|
OTHER EXPENSES
|
0
|
0
|
0
|
|||||||||
|
|
||||||||||||
|
NET LOSS BEFORE INCOME TAXES
|
(19,887
|
)
|
(4,166
|
)
|
(92,147
|
)
|
||||||
|
|
||||||||||||
|
PROVISION FOR INCOME TAXES
|
0
|
0
|
0
|
|||||||||
|
|
||||||||||||
|
NET LOSS
|
$
|
(19,887
|
)
|
$
|
(4,166
|
)
|
$
|
(92,147
|
)
|
|||
|
|
||||||||||||
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
|
11,900,000
|
9,000,000
|
||||||||||
|
|
||||||||||||
|
NET LOSS PER SHARE: BASIC AND DILUTED
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||||||
The accompanying notes are an integral part of these financial statements
F-3
GREENWIND NRG INC.
(A DEVELOPMENT STAGE COMPANY)
THREE MONTHS ENDED JANUARY 31, 2014 AND 2013
PERIOD FROM FEBRUARY 25, 2010 (INCEPTION) TO JANUARY 31, 2014
|
Three months ended
January 31,
2014
|
Three months ended
January 31,
2013
|
Period from
February 25, 2010 (Inception)
to January 31,
2014
|
||||||||||
|
Cash Flows from Operating Activities:
|
||||||||||||
|
Net loss
|
$
|
(19,887
|
)
|
$
|
(4,166
|
)
|
$
|
(92,147
|
)
|
|||
|
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
|
||||||||||||
|
Depreciation
|
0
|
293
|
2,342
|
|||||||||
|
Changes in Assets and Liabilities
|
||||||||||||
|
Increase (decrease) in accounts payable and accrued liabilities
|
17,925
|
(4,045
|
)
|
24,808
|
||||||||
|
Net Cash Used in Operating Activities
|
(1,962
|
)
|
(7,918
|
)
|
(64,997
|
)
|
||||||
|
Cash Flows from Investing Activities
|
||||||||||||
|
Purchase of property and equipment
|
0
|
0
|
(2,342
|
)
|
||||||||
|
Net Cash Used in Investing Activities
|
0
|
0
|
(2,342
|
)
|
||||||||
|
Cash Flows from Financing Activities:
|
||||||||||||
|
Proceeds from notes payable – related party
|
1,962
|
7,875
|
20,339
|
|||||||||
|
Proceeds from the sale of common stock
|
0
|
0
|
47,000
|
|||||||||
|
Net Cash Provided by Financing Activities
|
1,962
|
7,875
|
67,339
|
|||||||||
|
Net Increase (Decrease) in Cash and Cash Equivalents
|
0
|
(43
|
)
|
0
|
||||||||
|
Cash and Cash Equivalents – Beginning
|
0
|
925
|
0
|
|||||||||
|
Cash and Cash Equivalents – Ending
|
$
|
0
|
$
|
882
|
$
|
0
|
||||||
|
Supplemental Cash Flow Information:
|
||||||||||||
|
Cash paid for interest
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
|
Cash paid for income taxes
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
|
Supplemental Non-Cash Investing and Financing Information:
|
||||||||||||
|
Forgiveness of shareholder debt
|
$
|
18,377
|
$
|
0
|
$
|
18,377
|
||||||
The accompanying notes are an integral part of these financial statements
F-4
GREENWIND NRG INC.
(A DEVELOPMENT STAGE COMPANY)
JANUARY 31, 2014
(UNAUDITED)
NOTE 1 – NATURE OF BUSINESS
Greenwind NRG Inc. ("the Company" or "Greenwind") was incorporated under the laws of the State of Nevada on February 25, 2010. The Company is in the development stage and intends 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.
The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, February 25, 2010 through January 31, 2014, the Company has accumulated losses of $92,147.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K filed with the SEC as of and for the year ended October 31, 2013. In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results expected for the full year.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ("GAAP" accounting). The Company has adopted an October 31 fiscal year end.
Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
Fair Value of Financial Instruments
The carrying value of cash, accounts payable and accrued liabilities, and notes payable – related party approximate their fair value due to the short period of these instruments.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Property and Equipment
The capital assets are being depreciated over their estimated useful lives using the straight line method of depreciation for book purposes.
F-5
GREENWIND NRG INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
JANUARY 31, 2014
(UNAUDITED)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
The Company will recognize revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.
Any deferred tax asset is considered immaterial and has been fully offset by a valuation allowance because at this time the Company believes that it is more likely than not that the future tax benefit will not be realized as the Company has no current operations.
Loss Per Common Share
Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. As of January 31, 2014, the Company has not issued any stock-based payments to its employees.
Foreign Currency Translation
The Company's functional currency and its reporting currency is the United States dollar.
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.
NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accrued expenses at January 31, 2014 and October 31, 2013 consisted of the following:
|
|
January 31,
2014
|
October 31,
2013
|
||||||
|
Legal
|
$
|
13,830
|
$
|
483
|
||||
|
Audit
|
6,600
|
5,000
|
||||||
|
Accounting
|
2,500
|
1,250
|
||||||
|
Edgarizing
|
1,878
|
150
|
||||||
|
Total Accrued Expenses
|
$
|
24,808
|
$
|
6,883
|
||||
F-6
GREENWIND NRG INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
JANUARY 31, 2014
(UNAUDITED)
NOTE 4 – NOTE PAYABLE – RELATED PARTY
|
(a)
|
As of January 31, 2014, the Company owed $nil (October 31, 2013 - $18,377) to a shareholder of the Company for loans made to the Company for working capital. On January 7, 2014, the former officer of the Company forgave all amounts owing by the Company, which has been recorded as contributed capital.
|
|
(b)
|
As of January 31, 2014, the Company owed $1,962 (October 31, 2013 - $0) to the President and Director of the Company for loans made to the Company for working capital. The amounts owing are unsecured, non-interest bearing, and due on demand.
|
NOTE 5 – CAPITAL STOCK
Authorized capital – 75,000,000 common shares, with a par value of $0.001 per share.
Issued and Outstanding – 11,900,000 as of January 31, 2013 and October 31, 2013.
In February 2011, the Company issued 9,000,000 shares of common stock at a price of $0.002 per share for total cash proceeds of $18,000.
During the year ended October 31, 2013, the Company issued 2,900,000 shares of common stock at $0.01 per share for total cash proceeds of $29,000.
NOTE 6 – COMMITMENTS
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 7 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has negative working capital, has incurred losses of $92,147 since its inception, and has not yet produced revenues from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. Management anticipates that it will be able to raise additional working capital through the issuance of stock and through additional loans from investors.
The ability of the Company to continue as a going concern is dependent upon the Company's ability to attain a satisfactory level of profitability and obtain suitable and adequate financing. There can be no assurance that management's plan will be successful.
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to January 31, 2014 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.
F-7
The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. 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 based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our 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 us, or on our behalf. We disclaim any obligation to update forward-looking statements.
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 no assets. As a result we have incurred losses since inception. Our operations to date have consisted of the formation of the Company, the raising of capital, and the formation of the Company's website On March 14, 2013, a registration statement on Form S-1 was declared effective for the registration of 10,000,000 shares of our common stock. As of January 31, 2014, we had sold 2,900,000 shares pursuant to this registration statement.
Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. This is because we have not generated any revenues and no revenues are anticipated until we develop our website, and implement our marketing plan.
We cannot complete the development of the technical aspects of our website without obtaining additional financing. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our business plan and begin operations.
PLAN OF OPERATION
Completion of Additional Financing
The Company expects to complete an additional $100,000 in equity financing through a private placement in 2014 to finance the continued operations of the Company. We intend to concentrate the majority of our efforts on raising capital during this period.
The table below sets forth the use of proceeds assuming that 100% of the securities offered for sale in the equity financing are sold. Management believes these costs will cover the necessary expenses for the Company to continue to develop our operations to the point that we may begin delivering services.
|
Gross Proceeds
|
$
|
100,000.00
|
||
|
|
||||
|
Offering Expense
|
$
|
20,000.00
|
||
|
|
||||
|
Net Proceeds
|
$
|
100,000.00
|
||
|
|
||||
|
|
||||
|
Net Proceeds to be used
|
||||
|
|
||||
|
Inventory
|
$
|
40,000.00
|
||
|
Website development
|
$
|
5,000.00
|
||
|
Marketing and Advertising
|
$
|
20,000.00
|
||
|
Audit, Accounting and filing Fees
|
$
|
10,000.00
|
||
|
Working Capital
|
$
|
17,217.00
|
||
|
Repayment of accounts payable and accrued liabilities
|
$
|
7,783.00
|
||
12
----------
* Note the offering expense will be paid through the sale of equity or debt, and not with the proceeds, if any, raised from this offering.
Once we have completed the financings, our specific business plan for the next 8 months is as follows:
Develop our Website
We have worked to procure a web designer to complete a corporate website and credit card payment processing services. We have begun work on a website but we will require additional funds to have the website fully operational.
Initial Marketing Campaign
Once our website is fully operational, we intend to market our products aggressively through web, print and other mediums.
Web Marketing: Search Engine Optimization services will be used to assure that we are found using key words associated with "wind energy", "Ireland", "off the grid" and more. We intend to make our website a marketing piece in itself with maps showing wind speed locations in Ireland and the UK as well as other information on the benefits of wind energy products.
Print Media Advertising: We intend to market our products in magazines and other print media that target an environmentally conscious consumer base.
We intend to spend up to $20,000 on marketing efforts. The marketing budget is not a set cost but will be based on the amount raised in the financing. Management expects revenues to increase as the marketing budget increases.
Operations and Products
During the initial marketing campaign, our management expects clients to begin using the website to purchase our products.
We will be competing with other wind energy product providers. We intend to offer competitive prices, installation and aggressively market our products but there is no guarantee we will be able to achieve profitable operations. Some of our key competitors in the sector include Turbotricity, Wind Power and Ireland Wind Turbine.
Products
Description Price
----------- -----
5KW (complete kits for 5KW off grid wind generator
system with free standing tower) US$10,812
2KW (complete kits for 5KW off grid wind generator
system with free standing tower) US$3,405
500W (complete kits for 500W off grid wind generator
system with guyed tower) US$805
We plan on offering additional products on our website in the future but at this time, we only intend to offer the above products. Margins on products will be a trial and error process as we test for price elasticity and competitor comparisons. We intend to mark products up by 35% for the initial year of operations. Other sources of revenue will come from installations which will differ on a sale by sale basis as some locations will require more set up time than others.
Salaries
Jerwin Alfiler intends to handle business operations without hiring additional employees. Eventually, capacity may be needed in reception, installation and shipping. Total salary costs are expected to be $150,000 per year once we have raised sufficient capital and/or generated revenue.
Marketing
Marketing efforts once we have sufficient capital and/or generated revenue are expected to run at approximately $25,000 annually.
13
General Overhead
Accounting, Audit, Legal and Filing: Costs associated with keeping the Company in good standing and up to date with all legal, audit and filing obligations are expected to be approximately $100,000 per year once the Company has raised sufficient capital and/or generated revenue. At this time however, because of our startup nature, costs associated with the development stage accounting, audit, legal and filing fees are expected to be drastically reduced and be approximately $10,000.
We believe the main catalyst for sales is education and marketing efforts of the variable cost savings and environmental benefits of wind energy for home use. Once the original capital expenditure of the turbine has been incurred, the only variable costs that remain are any costs associated with repair and maintenance. We do not have projected figures for these costs at this time. Management will be focused on increasing sales through our marketing efforts.
* "Variable cost savings" is defined as the savings associated with the price paid for energy consumption in addition to the capital required to purchase and set up the power generation equipment.
Anticipated Future Requirements
We anticipate that we will incur the following expenses over the next twelve months:
|
1.
|
$25,000 in connection with our development of our website and marketing efforts; and
|
||
|
|
|||
|
2.
|
$10,000 for operating expenses, including professional legal and accounting expenses associated with our company being a reporting issuer under the Securities Exchange Act of 1934.
|
We require a minimum of approximately $35,000 to proceed with our plan of operation over the next twelve months. As we had cash and a working capital in the amount of $0 as of January 31, 2014, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. We plan to complete private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operation and to fund our working capital deficit in order to enable us to pay our accounts payable and accrued liabilities. We currently do not have any arrangements in place for the completion of any private placement financings and there is no assurance that we will be successful in completing any private placement financings.
RESULTS OF OPERATIONS
For the period from February 25, 2010 (date of inception) to January 31, 2014, the Company did not earn any revenues.
During the three months ended January 31, 2014, the Company incurred $19,887 of operating expenses compared with $4,166 of operating expenses during the three months ended January 31, 2013. The increase in operating expenses was attributed to an increase in professional fees incurred, including legal fees relating to the filing of SEC documents relating to the private sale of common stock by the former President and Director of the Company.
The Company incurred a net loss of $19,887 or $0 per share, for the three months ended January 31, 2014 compared with a net loss of $4,166, or $0 per share, for the three months ended January 31, 2013.
LIQUIDITY AND CAPITAL RESOURCES
As at January 31, 2014 and October 31, 2013, the Company had cash of $0 and total assets of $0.
As at January 31, 2014, the Company had total liabilities of $26,770 compared with total liabilities of $25,260 as at October 31, 2013. The increase in total liabilities is due to an increase in accounts payable and accrued liabilities as the Company had limited cash flows to repay outstanding obligations as they became due. This was offset by a decrease in amounts due to related parties of $18,377 as the former President and Director of the Company forgave all amounts owing as part of his resignation on January 9, 2014.
On March 14, 2013, a Registration Statement on Form S-1 was declared effective by the SEC, registering a total of 10,000,000 shares of our common stock (the "Registered Shares") in an initial public offering (the "Offering"). As of October 31, 2013, the Company issued 2,900,000 Registered Shares for a total of $29,000 in proceeds and the Offering has been completed.
14
CASH FLOWS FROM OPERATING ACTIVITIES
During the three months ended January 31, 2014, the Company used $1,962 of cash for operating activities compared with $7,918 for the three months ended January 31, 2013. The decrease in the cash used for operating activities was attributed to the fact that the Company had limited amounts of cash flow for outstanding operating activities.
CASH FLOWS FROM FINANCING ACTIVITIES
During the three months ended January 31, 2014, the Company received $1,962 from financing activities compared with $7,875 for the three months ended January 31, 2013. The proceeds received from financing activities were financings provided by management to support the Company's day-to-day 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 our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
CRITICAL ACCOUNTING POLICIES
Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete listing of these policies is included in Note 2 of the notes to our financial statements for the three months ended January 31, 2014. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
LOSS PER COMMON SHARE
Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.
STOCK-BASED COMPENSATION
Stock-based compensation is accounted for at fair value in accordance with ASC 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
As of January 31, 2014, the Company has not issued any stock-based payments to its employees.
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.
Critical Accounting 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.
We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Jumpstart Our Business Startups Act.
15
As a "smaller reporting company", we are not required to provide the information required by this Item.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.
Our management with the participation and under the supervision of our Principal Executive Officer and Principal Financial Officer reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined by Rule 13a-15(e) or 15d-15(e)) of the Exchange Act Rule 13a-15 as of the end of the period covered by this report. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures were effective as of January 31, 2014 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
Our management team will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Changes in Internal Controls Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter of the fiscal year ending January 31, 2014 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
16
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
17
|
Exhibit
|
|
Description
|
|
No.
|
|
|
|
3.1
|
|
Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on December 23, 2011)
|
|
|
|
|
|
3.2
|
|
Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on December 23, 2011)
|
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
101**
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T
|
* Filed herewith.
**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
18
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
GREENWIND NRG INC.
|
|
|
|
|
|
|
Dated: March 14, 2014
|
By:
|
/s/ Jerwin Alfiler
|
|
|
Name:
|
Jerwin Alfiler
|
|
|
Title:
|
President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
19