IPOWorld - FORM 10-Q - March 24, 2015

Attached files

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EX-31.1 - SECTION 302 CERTIFICATION - IPOWorld	ex311sec302.htm
EX-32.1 - SECTION 906 CERTIFICATION - IPOWorld	ex321sec906.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

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

For the Quarterly Period Ended December 31, 2014



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

For the transition period from _________________to

Commission File Number: 000-54492

IPOWorld

IPOWorld

(Exact name of registrant as specified in its charter)

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

3472 Research Pkwy., No. 104, Colorado Springs, CO		80920
(Address of principal executive offices)		(Zip Code)

(719) 445-1234

(Registrant’s telephone number, including area code)

Copies of Communications to:

Law Offices of Thomas C. Cook, Ltd.

8250 W. Charleston Blvd., Suite 120

Las Vegas, NV 89117

(702) 242-0099

Fax (702) 242-0241

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o Not Applicable

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

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

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

There were 42,000,000 shares of Common Stock outstanding as of March 24, 2015.

Table of Contents

IPOWorld

Index to Form 10-Q

For the Quarterly Period Ended December 31, 2014

PART I	Financial Information	3

ITEM 1.	Consolidated Financial Statements (unaudited)	3
	Consolidated Balance Sheets as of December 31, 2014 and September 30, 2014	3
	Consolidated Statements of Operations for the three months ended December 31, 2014 and December 31, 2013	4
	Consolidated Cash Flows for the three months ended December 31, 2014 and December 31, 2013	5
	Notes to the Consolidated Financial Statements	6

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	18

ITEM 4T.	Controls and Procedures	19

PART II	Other Information	22

ITEM 1.	Legal Proceedings	22

ITEM 1A.	Risk Factors	22

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

ITEM 3.	Defaults Upon Senior Securities	22

ITEM 4.	Mine Safety Disclosures	22

ITEM 5.	Other Information	22

ITEM 6.	Exhibits	23

	SIGNATURES	24

Part I. Financial Information

Item 1. Consolidated Financial Statements

IPOWorld

(formerly General Cleaning and Maintenance)

Consolidated Balance Sheets

(Unaudited)

			December 31, 2014	September 30, 2014
		ASSETS
Current assets:
	Cash		$ 11,526	$ 109,621
	Construction in progress		95,750	52,162
		Total current assets	107,276	161,783

TOTAL ASSETS			$ 107,276	$ 161,783

		LIABILITIES AND STOCKHOLDERS' EQUITY

Stockholders' equity:
	Preferred stock, $0.001 par value, 15,000,000 shares		1,000	-
		authorized. 1,000,000 and nil shares issued and outstanding
		as of 12/31/2014 and 9/30/2014, respectively
	Common stock, $0.001 par value, 185,000,000 shares		42,000	25,000
		authorized, 42,000,000 and 25,000,000 shares issued and
		outstanding as of 12/31/2014 and 9/30/2014, respectively
	Additional paid-in capital		39,560,675	227,675
	Accumulated deficit		(39,496,399)	(90,892)
		Total stockholders' equity	107,276	161,783
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$ 107,276	$ 161,783

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

IPOWorld

(formerly General Cleaning and Maintenance)

Consolidated Statements of Operations

(Unaudited)

			For the three months ended December 31, 2014		For the three months ended December 31, 2013
Revenue			$ -		$ -

Expenses:
	Auditing fees		750		4,500
	General & administrative		31,757		-
	Consulting-related party		22,000		-
	Consulting-stock based compensation related party		39,151,000		-
		Total expenses	39,205,507		4,500

Net operating loss			$ (39,205,507)		$ (4,500)

Other (expense):
Interest expense			(200,000)		-
Total other (expense)			(200,000)		-
Net loss			(39,405,507	)	(4,500)
Weighted average number of common
	shares outstanding-basic		39,673,913		25,000,000

Net loss per share-basic			$ (0.99)		$ (0.00)

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

IPOWorld

(formerly General Cleaning and Maintenance)

Consolidated Statements of Cash Flows

(Unaudited)

		For the three months ended December 31, 2014	For the three months ended December 31, 2013
OPERATING ACTIVITIES
Net loss		$ (39,405,507)	$ (4,500)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock issued for services-related party		39,151,000
Interest expense		200,000
Changes in operating assets and liabilities:
	Decrease in prepaid expense	-	1,500
Net cash used in operating activities		(54,507)	(3,000)

INVESTING ACTIVITIES
Increase in construction in progress		(43,588)	-
Net cash used in investing activities		(43,588)	-

FINANCING ACTIVITIES
Contributed capital		-	3,000
Net cash provided by financing activities		-	3,000

NET DECREASE IN CASH		(98,095)	-
CASH - BEGINNING OF THE PERIOD		109,621	-
CASH - END OF THE PERIOD		$ 11,526	$ -

SUPPLEMENTAL DISCLOSURES:
Interest paid		$ -	$ -
Income taxes paid		$ -	$ -

Non cash investing and financing activities:
Shares issued in settlement of debt		$ 200,000	$ -

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

IPOWorld

(formerly General Cleaning and Maintenance)

Notes to Consolidated Financial Statements

December 31, 2014

(Unaudited)

NOTE 1. - FINANCIAL STATEMENTS

The Company was organized on April 26, 2010 (Date of Inception) under the laws of the State of Nevada, as General Cleaning and Maintenance. On February 13, 2013, the Company changed its name from General Cleaning and Maintenance to IPOWorld. Concurrently, it also increased its authorized shares of common stock from 75,000,000 to 185,000,000 shares of common stock, par value $0.001, and added the authorization for up to 15,000,000 shares of preferred stock, par value $0.001.

IPOWorld incorporated MSPR, a Nevada corporation, as a wholly-owned subsidiary of IPOWorld on November 24, 2014. It is management's intention that the subsidiary act as a separate entity that provides security and protection services for IPOWorld's and other businesses operations. The subsidiary will be a distinct company with different financial, investment and operating characteristics so that each company can adopt their own business strategies and objectives tailored to their respective markets.

The accompanying consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 31, 2014 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's September 30, 2014 audited consolidated financial statements filed therewith along with the Form 10-K Annual Report. Operating results for the three months ended December 31, 2014 are not necessarily indicative of the results that may be expected for the year ending September 30, 2015.

NOTE 2. - GOING CONCERN

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has an accumulated deficit since inception of $39,496,399. The Company has not generated any revenues to date, and its ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used for further development of the Company's products, to provide financing for marketing and promotion and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

IPOWorld

(formerly General Cleaning and Maintenance)

Notes to Consolidated Financial Statements

December 31, 2014

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

NOTE 3. - SIGNIFICANT ACCOUNTING POLICIES

The relevant accounting policies are listed below.

Basis of Accounting

The basis is United States generally accepted accounting principles.

Principles of Consolidation

The consolidated financial statements include the accounts and operations of IPOWorld and its wholly owned subsidiary, MSPR Corp. As of December 31, 2014, MSPR Corp. had no operations to report.

Cash and Cash Equivalents

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

Use of Estimates

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

Earnings (Loss) Per Share Calculations

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

Construction in Progress (CIP)

The Company follows ASC Topic 360 to capitalize assets. Further, ASC 360-10-45-14 states that a long-lived asset classified as held for sale (but not qualifying for presentation as a discontinued operation in the statement of financial position in accordance with paragraph 205-20-45-10) shall be presented separately in the statement of financial position of the current period. The assets and liabilities of a disposal group classified as held for sale shall be presented separately in the asset and liability sections, respectively, of the statement of financial position. Those assets and liabilities shall not be offset and presented as a single amount. The major classes of assets and liabilities classified as held for sale shall be separately presented on the face of the statement of financial position or disclosed in the notes to financial statements.

IPOWorld

(formerly General Cleaning and Maintenance)

Notes to Consolidated Financial Statements

December 31, 2014

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2014 and 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

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

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

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

Advertising

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

Income Taxes

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

Year end

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

Recent Accounting Pronouncements

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

IPOWorld

(formerly General Cleaning and Maintenance)

Notes to Consolidated Financial Statements

December 31, 2014

NOTE 4. - STOCKHOLDERS' EQUITY

The Company is authorized to issue 15,000,000 preferred shares at par value $0.001 and 185,000,000 common shares at par value $0.001. On February 13, 2013, the Company increased the authorized stock of the company from 75,000,000 shares to 185,000,000 common shares at par value $0.001 and 15,000,000 preferred shares at par value $0.001 for total authorized shares of 200,000,000.

On October 17, 2014, the Company agreed to issue 1,000,000 unregistered restricted Preferred Voting Stock, which carries a voting weight equal to fifty (50) Common Shares and 14,500,000 restricted common shares to Edward Heckerson for his services provided during the quarter ended December 31, 2014, which include but are not limited to: corporate guidance, operations, regulatory compliance and the seeking and successful acquisition of Company financing. The common shares were valued at the fair market value of $2.70 per share as on the date of issuance for a total value of $39,150,000 and preferred shares were valued for $1,000, based on $0.001 par value of preferred stock.

On October 17, 2014, the Company designated a class of its non convertible Preferred Voting Stock, par value $0.001. One Million (1,000,000) Preferred Voting Stock were authorized. The Preferred Voting Stock carry a voting weight equal to fifty (50) Common Shares. The shares of the Preferred Voting Stock are not redeemable and cannot be converted into Common Shares, unless it is approved by the Board of Directors and agreed upon by the Preferred Voting Shareholders.

On November 14, 2014, IPOWorld with the approval of the Board of Directors agreed to issue 2,500,000 unregistered restricted common shares at an agreed value of $ 0.08 per share to satisfy a Convertible Note debt obligation of $200,000 between the Company and Lakeview Media, a Nevis corporation. The Company entered into the Convertible Note with Lakeview Media on September 30, 2014. The debt holder agreed to tender their original note, marked satisfied, upon the issuance of 2,500,000 IPOWorld restricted common shares and the debt discount calculated under the embedded beneficial conversion feature of $200,000 was entirely amortized and recorded as interest expense as at December 31, 2014. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale.

There have been no issuances of stock options or warrants.

IPOWorld

(formerly General Cleaning and Maintenance)

Notes to Consolidated Financial Statements

December 31, 2014

NOTE 5. RELATED PARTY TRANSACTIONS

During the three months ended December 31, 2014, the Company paid a related party $22,000 for consulting expenses related to the coordination of construction services currently in progress. This related party entity is controlled by an officer of the Company.

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

NOTE 6 - CONSTRUCTION IN PROGRESS

The Company is in the process of preparing a site for turn-key opening by its client for use as a medical marijuana establishment. As of December 31, 2014, the Company has capitalized $117,750 for work in progress at this site.

NOTE 7 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from December 31, 2014 through the date the financial statements are issued, and has determined that no such events have occurred.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Forward-Looking Information

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

Critical Accounting Policies

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations", included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013.

Overview of Current Operations

History and Organization

The Company was organized April 26, 2010 (Date of Inception) under the laws of the State of Nevada, as General Cleaning and Maintenance. On March 15, 2013, the Company filed a Certificate of Amendment with the Nevada Secretary of State to change its corporate name to: IPOWorld. The original business of the Company was to provide a wide range of janitorial and cleaning services for clients. IPOWorld incorporated MSPR, a Nevada corporation, as a wholly-owned subsidiary of IPOWorld on November 24, 2014. As the Company underwent a change of control and management, it shifted its business to creating a portfolio of real estate properties that service the cannabis industry. The Company business focus includes consulting, construction, property management and land/equipment leasing to licensed cannabis production and processing clients.

Our Business

IPOWorld is focused on creating a portfolio of real estate properties that service the cannabis industry. We are in the business of consulting, construction, property management and land/equipment leasing to licensed cannabis production and processing clients. We do not grow, harvest, distribute, market nor sell cannabis. The company acquires and/or leases properly zoned land and related facilities with the intent to build and/or do leasehold improvements to existing buildings and rent to licensed tenants for their operations. Lessees pay rent and other management fees for the use of our properties, all in compliance with applicable local and state laws and regulations.

IPOWorld is a single-source, integrated engineering and construction management firm that specializes in buildto-succeed cannabis facilities. We utilize the highest quality components and newest technologies to virtually meet any licensees requirements. Our independent contract consists of design engineers, licensed contractors, steel building manufacturers, specialty licensed subcontractors and outside consultants. IPOWorld can design, manage and build-out a new or existing building and transform it into a state-of-the-art marijuana growing/processing operation.

The IPOWorld lease and consult model allows clients to avoid having to seek an equity partner for capitalization and funding of their licensed growing operations. The Company simply provides state approved grower/processors with its infrastructure asset in exchange for premium monthly rent and management fees.

On August 15, 2014, management identified its first licensee and location. We began property development and construction which included the following initiatives 1) to create a state approved site plan for a properly zoned cannabis production and processing location in Olympia, Washington; 2) to construct and deliver a Tier 2 state approved cannabis production and processing facility at this location.

Industry Overview

Currently four states, Colorado, Washington, Oregon and Alaska, have completely legalized marijuana for medical and recreational use. Nineteen other states plus the District of Columbia have laws legalizing marijuana for use by medical patients. In 2013 the Colorado medical marijuana industry had over 100,000 licensed patients producing revenues exceeding $200 million. A Colorado State University study predicts when recreational use becomes legal in 2014, the user base will increase dramatically from 108,000 patients to 652,000 customers and annual State revenues are projected to increase to over $600 million.

At present, there are over one million registered holders of medical marijuana cards in the United States. If the average number of medical marijuana patients in states with legal medical marijuana were extrapolated to all 50 states, the total number of medical marijuana users as of the end 2013 would theoretically have been 2,421,069.

The average medical marijuana user spends approximately $2,000 a year. This would set the national medical marijuana market at approximately $50 billion. When taking in to account the large multiple that exists from the newly expanding recreational market, some experts predict the annual marijuana nationwide market may reach as high as $120 billion.

Company Strategy

IPOWorld management believes that creating infrastructure alone does not necessarily insure a financially successful operation. As such, the Company provides licensees with access to professional consultants that have extensive hands-on experience as actual commercial cannabis growers, processors and dispensary owners. This access to expert knowledge is an important piece to the potential future success of grower/processor clients.

IPOWorld intends to provide the following consulting services to its licensee production/processing clients:

·Business Planning

·Preparation of Applications for Licensing

·Define Start-up Costs

·Operational Analysis

·Preparation of Operating Plans for Licensing

·Cultivation/Processing Management Software

·Real Estate or Facility Sourcing

·Cultivation Facility Design and Build Out

·Selection of Necessary Equipment

·Select Contractors

·Supervise Build Out

·Point of Sale Systems

·Regulatory and Licensing

·Compliance and Applications

·Develop Business Growth Strategies

·Business Coaching

·Project Management for Outdoor, Greenhouse or Indoor Facilities

·Yield Analysis

·Staffing Requirements

·Financial Projections

·Potential Yield Analysis

·Soil or Growing Medium Management

·Environmental Controls

·Define Integrated Pest Management Systems

·Develop Processing Protocols and Train Employees

·Define Sales and Marketing Strategies

·Develop Branding Program

·Create Public Relations and Social Media Programs

·Training and Education of Staff

·Set up Tracking Systems

·Define Security Systems

·Set up Accounting System

·Create Employees Handbook

Branding

Management believes branding is a critical component to the successful distribution and sales of cannabis. As such, the Company has identified and is currently negotiating licensing contracts with international personalities that are intimately associated with the product.

Management plans to open a progressive agency that will represent and license multiple brands. These brands will create loyalty in the marketplace and raise sales to consumers. The agency will charge a “per label” branding fee to growers and will charge advertising fees to dispensaries to carry products and drive foot traffic via social media.

IPOWorld’s ultimate goal is to create recognizable cannabis brands that elevate consumer expectations through the consistent quality and consistency of its clients products which will be provided to state approved cannabis dispensaries.

Funding

With the $200,000 funding we received on September 30, 2014, we are now in the process of building a cannabis cultivation facility in Olympia, Washington. Construction of the facility is underway. The cannabis grower/processor has permission from the local and state authorities in the State of Washington to build up to a 10,000 square foot cannabis cultivation facility. They have applied for a Tier II cannabis license that requires that their facility be built and then inspected before a final cultivation/processing license is issued. This 10,000 sq. ft. facility is located on a 65 acre parcel of land owned by the Licensee. Once the facility is completed and final inspection is approved by the State of Washington, we expect our fees to complete the facility and provide consulting will range between $350,000 to $400,000. If this materializes, this will generate for the Company between $150,000 to $200,000 in profit. After the final license has been issued and we receive our construction/consulting fees, we plan to expand our operations. We have identified a larger construction site in Elma, Washington to build a state of the art Co-location Facility for additional grower/processors to conduct their business.

MSPR Subsidary

Recent Events

IPOWorld plans to deliver a state approved 10,000 square foot indoor/outdoor cannabis growing and processing facility in Olympia, Washington in February 2015. The Company installed all required fencing, structures, lighting, security, processing and all analytical equipment needed to comply with the State of Washington.

Management has identified and is negotiating a Letter of Intent with its second licensee client. Once a final Lease and Consulting Agreement is executed, we will have the following responsibilities 1) to create a state approved site plan for a properly zoned cannabis production and processing location in Elma, Washington; 2) to construct and deliver to client a 12,500 square foot indoor/outdoor cannabis production and processing facility at this location.

Management has identified and plans to execute a Lease Option Agreement in January 2015 with Pintail Farms located in Elma, Washington. The option once executed will allow IPOWorld to build a 15 acre colocation facility on commercial agricultural land located in Grays Harbor County that is Title 17 approved for the production and processing of cannabis.

Competition

Our competitors have substantially greater financial, technical, and marketing resources than we do and may succeed in developing products that would render our services obsolete or noncompetitive. In addition, many of these competitors have significantly greater experience than we do in their respective fields. Our ability to compete successfully will depend on our ability to develop proprietary products that reach the market in a timely manner and are technologically superior to, and/or are less expensive than, other products/services on the market. Current competitors or other companies may develop technologies and services that are more effective than ours. Our technologies and services may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of our competitors. The existing approaches of our competitors or new approaches or technology developed by our competitors may be more effective than those developed by us.

Facilities

Our offices are currently located at 3472 Research Pkwy., No. 104, Colorado Springs, CO 80920, telephone: (719) 445-1234. Management believes that its current facilities are adequate for its needs through the next twelve months, and that, should it be needed, suitable additional space will be available to accommodate expansion of the Company's operations on commercially reasonable terms, although there can be no assurance in this regard.

Results of Operations for the three month periods ended December 31, 2014 and 2013.

We earned no revenues since our inception on April 26, 2010 through December 31, 2014. With exception to the property currently being developed for a licensee, we do not anticipate earning any other significant revenues within the next 12 months.

For the period from inception through December 31, 2014, we generated no income. Since our inception on April 26, 2010 through December 31, 2014, we experienced an accumulated net loss of $39,496,399. Our loss was attributed to organizational expenses, audit, consulting and legal fees.

For the three months ending December 31, 2014, our expenses were $39,405,507, which represented audit fees of $750, general and administrative fees of $31,757, consulting fees to a related party of $22,000, and related party stock based consulting fees of $39,151,000, and interest expense of $200,000. This compares to expenses of $4,500 of which $4,500 were for audit fees for the three months ending December 31, 2013. We experienced a net loss of $39,405,507 for the three months ending December 31, 2014 as compared to a net loss of $(4,500) for the three months ending December 31, 2013. We anticipate our operating expenses will increase as we enhance our operations.

In our September 30, 2014 year-end financials, our auditor issued an opinion that our financial condition raises substantial doubt about the Company's ability to continue as a going concern.

Going Concern

The financial statements included with this quarterly report have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of December 31, 2014, the Company has not recognized any revenues and has accumulated operating losses of approximately $(39,496,399) since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used for further development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

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

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

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

Expected purchase or sale of plant and significant equipment.

At such time, we do not anticipate the purchase or sale of any plant or significant equipment.

Significant changes in the number of employees.

As of December 31, 2014, we did not have any employees. We are dependent upon our sole officer and a director for our future business development. As our operations expand we anticipate the need to hire additional employees; however, the exact number is not quantifiable at this time.

Liquidity and Capital Resources

Our balance sheet as of December 31, 2014 reflects $129,276 in current assets and $0 in current liabilities. A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing.

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

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

As a result of the Company's current limited available cash, no officer or director received cash compensation through the quarter ended December 31, 2014. The Company has no employment agreements in place with its officers. On October 17, 2014, the Company agreed to issue 1,000,000 unregistered restricted Preferred Voting Stock, which carries a voting weight equal to fifty (50) Common Shares and 14,500,000 restricted common shares to Edward Heckerson for his services provided during the quarter ended December 31, 2014, which include but are not limited to: corporate guidance, operations, regulatory compliance and the seeking and successful acquisition of Company financing. The common shares were valued at the fair market value of $2.70 per share as on the date of issuance for a total value of $39,150,000 and preferred shares were valued for $1,000, based on $0.001 par value of preferred stock.

IPOWorld Funding Requirements

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

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

New Accounting Standards

Management has evaluated recently issued accounting pronouncements through December 31, 2014 and concluded that they will not have a material effect on the financial statements as of December 31, 2014.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Management's Report on Internal Control over Financial Reporting

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

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

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

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

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

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of December 31, 2014.

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

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and

2) inadequate segregation of duties consistent with control objectives.

The aforementioned material weakness was identified by our President in connection with the review of our financial statements as of December 31, 2014.

We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the period ended December 31, 2014. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management Plan to Remediate Material Weaknesses

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

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

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

Changes in Internal Control over Financial Reporting

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

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

Changes in internal controls over financial reporting

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

PART II. OTHER INFORMATION

Item 1 -- Legal Proceedings

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

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

Item 1A - Risk Factors

See Risk Factors set forth the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2014 and the discussion in Item 1, above, under "Liquidity and Capital Resources."

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

None.

Item 3 -- Defaults Upon Senior Securities

None.

Item 4 – Mine Safety Disclosures

N/A

Item 5 -- Other Information

None.

Item 6 -- Exhibits

Exhibit Number	Ref	Description of Document
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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

	IPOWorld Registrant


Date: March 24, 2015	/s/ Ed Heckerson
	Name: Ed Heckerson
	Title: Corporate Secretary, Acting Principal Executive, Acting Financial, and Acting Accounting Officer

IPOWorld - FORM 10-Q - March 24, 2015

Attached files

IPOWorld Reports