NewGen BioPharma Corp. - FORM 10-K

Attached files

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EX-32 - CERTIFICATION - NewGen BioPharma Corp.	newgen_ex32.htm
EX-31 - CERTIFICATION - NewGen BioPharma Corp.	newgen_ex31.htm
EX-10.2 - FORM OF PROMISSORY NOTE - NewGen BioPharma Corp.	newgen_ex102.htm
EX-3.1 - ARTICLES OF INCORPORATION - NewGen BioPharma Corp.	newgen_ex3.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

For the fiscal year ended October 31, 2016

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-1537274

NEWGEN BIOPHARMA CORP.

(Name of registrant as specified in its charter)

Nevada		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

3221 Dominquez Avenue,

Quezon City, Philippines

N/A

(Address of Principal Executive Offices)

(Zip Code)

844-624-4793

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨ NO x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ¨ NO x

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 x 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES x NO ¨

During the past fiscal year, there has been no market for our securities.

As of January 18, 2017, there were 47,600,000 shares of the registrant’s common stock outstanding, par value $0.001 per share.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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		Page

PART I
ITEM 1 —	BUSINESS	3
ITEM 1A —	RISK FACTORS	6
ITEM 1B —	UNRESOLVED STAFF COMMENTS	11
ITEM 2 —	PROPERTIES	11
ITEM 3 —	LEGAL PROCEEDINGS	11
ITEM 4 —	MINE SAFETY DISCLOSURES	11

PART II
ITEM 5 —	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	12
ITEM 6 —	SELECTED FINANCIAL DATA	12
ITEM 7 —	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 7A —	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 8 —	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	17
ITEM 9 —	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	17
ITEM 9A —	CONTROLS AND PROCEDURES	17
ITEM 9B —	OTHER INFORMATION	18

PART III
ITEM 10 —	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	19
ITEM 11 —	EXECUTIVE COMPENSATION	21
ITEM 12 —	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	22
ITEM 13 —	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	23
ITEM 14 —	PRINCIPAL ACCOUNTING FEES AND SERVICES	24

PART IV
ITEM 15 —	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	25

SIGNATURES		26
INDEX TO FINANCIAL STATEMENTS		F-1
INDEX TO EXHIBITS		25

PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some discussions in this Annual Report on Form 10-K contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties and relate to future events or future financial performance. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this Form 10-K. Forward-looking statements are often identified by words such as “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” “plans,” “seek” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology.

These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” below that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section as well as those discussed elsewhere in this Form 10-K.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. However, readers should carefully review the risk factors set forth in other reports or documents the Company files from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. All written and oral forward-looking statements made subsequent to the date of this report and attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.

As used in this Annual Report on Form 10-K, references to “dollars” and “$” are to United States dollars and, unless otherwise indicated, references to “we,” “our,” “us,” the “Company,” “NewGen” or the “Registrant” refer to NewGen BioPharma Corp. (formerly Greenwind NRG Inc.), a Nevada corporation.

ITEM 1— BUSINESS

BACKGROUND

We were incorporated under the name Greenwind NRG Inc. in the State of Nevada on February 25, 2010. Our Articles of Incorporation initially authorized us to issue up to 75,000,000 shares of common stock, par value $0.001 per share. On September 19, 2016, we effected a 4-for-1 forward stock split of all our issued and outstanding common stock, which increased the number of issued and outstanding shares of common stock from 11,900,000 to 47,600,000. On November 18, 2016, upon approval by our Board of Directors and majority stockholders, we filed a Certificate of Amendment to our Articles of Incorporation with the Nevada Secretary of State increasing the number of authorized shares of common stock from 75,000,000 shares to 300,000,000 shares. In connection with the amendment to our Articles of Incorporation, our Board of Directors and majority stockholders also approved and adopted the Amended and Restated Bylaws of the Company on November 16, 2016. Effective November 18, 2016, we changed the name of our Company from Greenwind NRG Inc. to NewGen BioPharma Corp. in anticipation of a change of our business plan and direction.

We are a development-stage company with no revenues and no assets. As a result, we have incurred losses since inception. Our limited start-up operations have consisted of the formation of our Company, development of our business plan, identification of our target market, and efforts to raise capital. We originally intended to operate in the business of off-grid wind power systems for residential, cabin, RV, boat and shop use. Our original business plan was to source equipment from suppliers at wholesale prices and market, distribute, setup and maintain such equipment for our customers, primarily in Ireland.

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To date, we have been unable to raise sufficient funds to fully implement our operations, and we do not believe that we currently have sufficient resources to do so without additional funding. As a result of the current difficult economic environment and our lack of funding to implement our business plan, during our fiscal year ended October 31, 2016, our Board of Directors began to analyze strategic alternatives available to our Company to continue as a going concern. Such alternatives include raising additional debt or equity financing or consummating a merger or acquisition with a partner that may involve a change in our business plan.

Although our Board of Directors’ preference would be to obtain additional funding to implement our original business plan, the Board believes that it must consider all viable strategic alternatives that are in the best interests of our stockholders. Such strategic alternatives include a merger, acquisition, share exchange, asset purchase, or similar transaction in which our present management will no longer be in control of our Company and our business operations will be replaced by that of our transaction partner. We believe we would be an attractive candidate for such a business combination due to the perceived benefits of being a publicly registered company, thereby providing a transaction partner access to the public marketplace to raise capital. Any such business combination and the selection of a partner for such a business combination involves certain risks, including analyzing and selecting a compatible business partner that is able to engage in a transaction with us and that has business operations which are or will likely prove to be profitable. If we are unable to locate a suitable partner for a business combination, and are otherwise unable to raise additional funding, we will likely be forced to cease business operations.

During the fiscal year ended October 31, 2016, we had preliminary discussions with potential business combination partners, and on October 27, 2016, we entered into a Binding Letter of Intent (the “LOI”) with NewGen BioPharma Corporation, a New Jersey corporation (“NewGen New Jersey”), in connection with a proposed reverse acquisition transaction between the Company and NewGen New Jersey, whereby the Company and NewGen New Jersey will enter into a reverse triangular merger (the “Merger”). Pursuant to the terms of the proposed Merger, we will acquire all of the issued and outstanding stock of NewGen New Jersey in exchange for the issuance to the existing stockholders of NewGen New Jersey of 40,000,000 shares of our common stock. Subsequent to our fiscal year ended October 31, 2016, and in accordance with the terms of the LOI, on January 10, 2017, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NewGen New Jersey and NewGen Merger Sub Inc., a New Jersey corporation and our wholly-owned subsidiary (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into NewGen New Jersey, with NewGen New Jersey being the surviving corporation and our wholly-owned subsidiary.

NewGen New Jersey operates as a pharmaceutical company that develops and commercializes enhanced pharmaceuticals and cosmaceuticals through reformulating approved active pharmaceutical ingredients using proprietary nanotechnology platforms. NewGen New Jersey’s platforms and formulations are developed to create improvements in bioavailability, safety, efficacy, dosage reductions, and elimination of fed-fast variability. Upon the closing of the Merger, NewGen New Jersey will become a wholly-owned subsidiary of the Company. Additionally, after the closing of the Merger, the Company will be managed by NewGen New Jersey’s current management and board of directors, and our existing board of directors and officers will resign. If we are successful in closing the Merger in accordance with the terms of the Merger Agreement, the business of NewGen New Jersey will become our primary business. If we are unable to close the Merger as contemplated by the Merger Agreement, we will need to consider additional strategic alternatives for our Company.

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OPERATIONS

We have no revenues, have achieved losses since inception, have been issued a going concern opinion by our auditors, and rely upon the sale of our securities to fund operations. Accordingly, we will be dependent on future additional financing in order to maintain our limited operations.

Our plan of operations is forward-looking and there is no assurance that we will ever succeed in our business plan. It is possible that we will not be able to achieve profitability and will have to cease operations due to the lack of funding.

MARKET

We initially intended to operate in the business of off-grid wind power systems, with the intent of targeting the Irish market and focusing on consumers who are socially/environmentally conscious and seek an alternative, renewable source of energy for a variety of uses.

COMPETITION

There is substantial competition in the product markets in which we plan to operate. If we cannot develop and market our products as quickly or cost-effectively as our competitors, we may not be able to achieve profitable operations. We plan to use various research, development and marketing strategies to obtain and maintain a competitive position in our target markets and differentiate ourselves from our competitors.

GOVERNMENT REGULATION

Our operations and products may be regulated by various governmental agencies, both inside and outside the United States. Compliance with government regulations in the United States and foreign countries can be time-consuming and expensive because our products may be required to undergo lengthy and rigorous testing and other procedures mandated by U.S. and foreign regulatory authorities.

OFFICES

Our business address is 3221 Dominquez Avenue Quezon City, Philippines. Our telephone number is +855-624-4793. The current office space is provided without cost by Jerwin Alfiler, the sole officer and director of the Company. The space is used by Mr. Alfiler for business use and no rent is being charged to the Company at this time. Additional office space may be required in the future.

EMPLOYEES

We are a development stage company and currently have no employees, other than our sole director and officer. Jerwin Alfiler, our sole officer and director, is currently responsible for the day to day operations of the Company. We intend to hire additional employees on an as-needed basis.

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ITEM 1A— RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in our public filings before making an investment decision with regard to our securities. The statements contained in or incorporated into this document that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following events described in these risk factors actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

RISKS RELATED TO OUR BUSINESS

WE HAVE HAD LIMITED OPERATIONS IN OUR BUSINESS, AND WE WILL NEED TO OBTAIN FINANCING IN ORDER TO FULLY IMPLEMENT OUR BUSINESS OBJECTIVES. IF WE DO NOT OBTAIN SUCH FINANCING, WE MAY HAVE TO CEASE OUR ACTIVITIES, AND OUR INVESTORS COULD LOSE THEIR ENTIRE INVESTMENT.

We have had limited operations in our business since inception, and we will need additional funds to complete the development and implementation of our business objectives. We will need additional funds to complete further development of our business plan to achieve a sustainable sales level where ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

There is no assurance that we will operate profitably or generate positive cash flow in the future. We will require additional financing in order to proceed with the development and distribution of our products. We will also require additional financing to pay the fees and expenses necessary to operate as a public company. We will also need more funds if the costs of the development and operation of our business are greater than we have anticipated, and we will require additional financing to sustain our business operations if we are not successful in earning revenues. We may not be able to obtain financing on commercially reasonable terms or terms that are acceptable to us when such financing is required. Our future is dependent upon our ability to obtain financing. If we do not obtain such financing, our business could fail and investors could lose their entire investment.

WE MAY IN THE FUTURE ISSUE ADDITIONAL SHARES OF COMMON STOCK, WHICH WOULD REDUCE INVESTORS’ PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.

Our Articles of Incorporation authorize the issuance of 300,000,000 shares of common stock, par value $0.001 per share, of which 47,600,000 shares are issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

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OUR BUSINESS CAN BE AFFECTED BY CURRENCY RATE FLUCTUATIONS, AS WE ANTICIPATE HAVING SUPPLIERS AND CUSTOMERS IN FOREIGN COUNTRIES AND WE REPORT IN U.S. DOLLARS.

Because our business operations may occur within and outside the United States and may be subject to varying currencies, we will likely be affected by changes in foreign exchange rates. The exchange rate between the US Dollar and foreign currencies has historically fluctuated drastically, and is likely to continue to fluctuate over time. Some of our expenses will be in US Dollars, although the majority of our revenues, at least in the initial stages of our operations, may be in another currency. We have generated no revenue to date, and currently have no assurance or expectations of earning any revenue in the near term. If we are not able to successfully protect ourselves against such currency fluctuations, then our profits will also fluctuate and could cause us to be less profitable or incur losses, even if our business would otherwise be profitable.

WE LACK AN OPERATING HISTORY AND HAVE NOT GENERATED ANY REVENUES OR PROFITS TO DATE. THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES. IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE MAY HAVE TO CEASE OPERATIONS.

We were incorporated in February of 2010, and we have had limited business operations and have not realized any revenues since our inception. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $190,553. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully market our products and generate revenues by attracting enough customers who will pay for our products and services.

We cannot guarantee that we will be successful in generating substantial revenues and profits in the future. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise. There can be no assurance that future operations will be profitable. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on us. It is possible that we will not be able to achieve profitability and will have to cease operations due to lack of funding.

BECAUSE OUR SOLE OFFICER AND DIRECTOR MAY HAVE OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Our sole officer and director, Jerwin Alfiler, will only be devoting limited time to our operations. Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to our management. As a result, operations may be periodically interrupted or suspended, which could result in a lack of revenues and a possible cessation of operations.

U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT A SERVICE OF PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST THE COMPANY AND ITS NON U.S. RESIDENT OFFICER AND DIRECTOR.

While we are organized under the laws of State of Nevada, our sole officer and director is a non-U.S. resident. Consequently, it may be difficult for investors to affect service of process on Mr. Alfiler in the United States and to enforce in the United States judgments obtained in United States courts against Mr. Alfiler based on the civil liability provisions of the United States securities laws. Since all our assets are located outside the United States, it may be difficult or impossible for U.S. investors to collect a judgment against us. Additionally, any judgment obtained in the United States against us may not be enforceable in the United States.

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BECAUSE WE DO NOT MAINTAIN INSURANCE THERE IS A RISK THAT A HIGH FAILURE RATE COULD RESULT IN REDUCED PROFITS OR A CEASE IN OPERATIONS.

We do not currently maintain any insurance, and do not intend to maintain insurance until our business plan is further developed and implemented. Product liability insurance coverage is expensive, can be difficult to obtain, may not be available in the future on commercially acceptable or satisfactory terms, and may not cover all the potential future liabilities we may incur. If we do not have adequate insurance for product liability claims, then we may be subject to significant expenses relating to such potential claims, and we may not have sufficient funds to defend any such claims against us. Accordingly, there is a potential risk to stockholders that product failure could result in a reduction in any future profits, and if we do not have sufficient funds to defend such claims, there could be a judgment rendered against us that could cause us to have to cease operations. Although we have not experienced any material claims to date, any such claims could have a material adverse impact on our business.

IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY WILL RESULT IN A CESSATION OF OPERATIONS.

We have no customers. We have not identified any customers and we cannot guarantee we ever will have any customers. Even if we obtain customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will likely have to suspend or cease operations.

THE EXPECTED RESULTS FROM OUR PREVIOUSLY DISCLOSED POTENTIAL MERGER WITH NEWGEN BIOPHARMA CORPORATION MAY VARY SIGNIFICANTLY FROM OUR EXPECTATIONS, AND WE CAN PROVIDE NO ASSURANCE THAT SUCH POTENTIAL MERGER WILL BE COMPLETED.

The expected results from our potential Merger transaction with NewGen New Jersey might vary materially from those anticipated and disclosed by us, and we can provide no assurance that such Merger will be completed. These expectations are inherently subject to uncertainties and contingencies. These assumptions may be impacted by factors that are beyond our control, including the business of NewGen New Jersey, the U.S. economy, our ability to obtain financing to complete the Merger as contemplated by the Merger Agreement, and the approval of the Merger by NewGen New Jersey’s stockholders. Any one of these factors may result in our failure to complete the Merger, and such failure to complete the Merger may have significant adverse consequences on our ability to operate and survive as a viable entity. There can be no assurance that the Merger will be consummated, and even if we are able to close the Merger transaction, there is no assurance that we will be able to attract the attention of major brokerage firms, and/or that a public market for our Company’s securities will develop.

RISKS RELATING TO OUR COMMON STOCK AND OUR STATUS AS A PUBLIC COMPANY

THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM MAY PUT US AT A COMPETITIVE DISADVANTAGE.

Our management team lacks public company experience and is generally unfamiliar with the requirements of the United States securities laws and U.S. Generally Accepted Accounting Principles, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our sole officer and director has never had responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our sole officer and director may not be able to implement programs and policies in an effective and timely manner that adequately responds to such increased legal, regulatory compliance and reporting requirements. Our failure to comply with all applicable requirements could lead to the imposition of fines and penalties and distract our management from attending to the growth of our business.

WE ARE AN “EMERGING GROWTH COMPANY” AND WE CANNOT BE CERTAIN IF WE WILL BE ABLE TO MAINTAIN SUCH STATUS OR IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 or “JOBS Act,” and we may adopt certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirement of holding a nonbinding advisory vote on executive and stockholder approval of any golden parachute payments not previously approved. 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 JOBS Act. We may remain an “emerging growth company” for up to five full fiscal years following our initial public offering. We would cease to be an emerging growth company, and, therefore, ineligible to rely on the above exemptions, if we have more than $1 billion in annual revenue in a fiscal year, if we issue more than $1 billion of non-convertible debt over a three-year period, or if we have more than $700 million in market value of our common stock held by non-affiliates as of June 30 in the fiscal year before the end of the five full fiscal years. Additionally, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result of our reduced disclosures, there may be less active trading in our common stock (assuming a market ever develops) and our stock price may be more volatile.

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SHARES OF OUR COMMON STOCK THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, REGARDLESS OF WHETHER SUCH SHARES ARE RESTRICTED OR UNRESTRICTED, ARE SUBJECT TO RESALE RESTRICTIONS IMPOSED BY RULE 144, INCLUDING THOSE SET FORTH IN RULE 144(I) WHICH APPLY TO A “SHELL COMPANY.” IN ADDITION, ANY SHARES OF OUR COMMON STOCK THAT ARE HELD BY AFFILIATES, INCLUDING ANY RECEIVED IN A REGISTERED OFFERING, WILL BE SUBJECT TO THE RESALE RESTRICTIONS OF RULE 144(I).

Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, we are a “shell company” pursuant to Rule 144 and as such, sales of our securities pursuant to Rule 144 are not able to be made until a period of at least twelve months has elapsed from the date that a Current Report on Form 8-K is filed with the Commission reflecting the Company’s status as a non- “shell company.” Therefore, any restricted securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after the date of the filing of a Current Report on Form 8-K reflecting non-”shell company” status, and we have otherwise complied with the other requirements of Rule 144. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash. Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our status as a “shell company” could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless. Lastly, any shares held by affiliates, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i).

OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION BECAUSE THERE IS SUBSTANTIAL UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD LOSE YOUR INVESTMENT.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment.

THE ELIMINATION OF MONETARY LIABILITY AGAINST OUR DIRECTORS, OFFICERS AND EMPLOYEES UNDER NEVADA LAW AND THE EXISTENCE OF INDEMNIFICATION RIGHTS TO OUR DIRECTORS, OFFICERS AND EMPLOYEES MAY RESULT IN SUBSTANTIAL EXPENDITURES BY OUR COMPANY AND MAY DISCOURAGE LAWSUITS AGAINST OUR DIRECTORS, OFFICERS AND EMPLOYEES.

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Our Bylaws contain a provision permitting us to eliminate the personal liability of our directors to our company and stockholders for damages for breach of fiduciary duty as a director or officer to the extent provided by Nevada law. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and stockholders.

OUR STOCK IS CATEGORIZED AS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC’S PENNY STOCK REGULATIONS WHICH MAY LIMIT A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK.

Our stock is categorized as a penny stock. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than US$ 5.00 per share or an exercise price of less than US$ 5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares

TO DATE, WE HAVE NOT PAID ANY CASH DIVIDENDS AND NO CASH DIVIDENDS WILL BE PAID IN THE FORESEEABLE FUTURE.

We do not anticipate paying cash dividends on our common stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends. Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends. We presently intend to retain all earnings for our operations.

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IF WE DO NOT FILE A REGISTRATION STATEMENT ON FORM 8-A TO BECOME A MANDATORY REPORTING COMPANY UNDER SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934, WE WILL NOT BE SUBJECT TO REPORTING REQUIREMENTS UNDER SECTION 15(D). ADDITIONALLY WE WILL NOT BE SUBJECT TO THE PROXY STATEMENT REQUIREMENTS, AND OUR OFFICERS, DIRECTORS AND 10% STOCKHOLDERS WILL NOT BE REQUIRED TO SUBMIT REPORTS TO THE SEC ON THEIR STOCK OWNERSHIP AND STOCK TRADING ACTIVITY, ALL OF WHICH COULD REDUCE THE VALUE OF OUR SHARES AND THE AMOUNT OF PUBLICLY AVAILABLE INFORMATION ABOUT US.

As a result of our registered offering on Form S-1, as required under Section 15(d) of the Securities Exchange Act of 1934, we were required to file periodic reports with the Securities and Exchange Commission through October 31, 2014, including a Form 10-K for the year ended October 31, 2014. We have not filed a registration statement on Form 8-A to date, and for periods subsequent to October 31, 2014, we will not be subject to all of the reporting requirements of the 1934 Act, including the filing of quarterly and annual reports with the SEC and the proxy rules. In addition, our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity. We are not required under Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have more than 2,000 stockholders (or 500 total non-accredited stockholders) and total assets of more than $10 million.

ITEM 1B— UNRESOLVED STAFF COMMENTS

None.

ITEM 2— PROPERTIES

Our principal executive office is 3221 Dominquez Avenue, Quezon City, Philippines. Our telephone number is +855-624-4793. The current office space is provided without cost by Jerwin Alfiler, the sole officer and director of the Company. The space is used by Mr. Alfiler for business use and no rent is being charged to the Company at this time. As of the date of this Annual Report, we have not sought out or selected a new office space.

ITEM 3— LEGAL PROCEEDINGS

None.

ITEM 4— MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5— MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is quoted on the OTC Pink marketplace, operated by OTC Markets Group, Inc., under the symbol “NEWG”. During the fiscal year ended October 31, 2016, there was no active trading market for shares of our common stock. Our common stock began trading on the OTC Pink marketplace on December 13, 2016. The closing price of our common stock on January 18, 2017 was $1.45. Although our common stock is currently quoted on the OTC Pink marketplace, there is a limited trading market for our common stock, and there have been few trades in our common stock to date. Because our common stock is thinly traded, any reported sale prices may not be a true market-based valuation of our common stock.

Stockholders

As of January 18, 2017, there were 47,600,000 shares of common stock issued and outstanding held by 20 stockholders of record (not including street name holders).

Dividends

We have not paid dividends to date and do not anticipate paying any dividends in the foreseeable future. Our Board of Directors intends to follow a policy of retaining earnings, if any, to finance our growth. The declaration and payment of dividends in the future will be determined by our Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Recent Sales of Unregistered Equity Securities

None.

ITEM 6— SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information required by this item.

ITEM 7— MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. 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. Our Articles of Incorporation initially authorized us to issue up to 75,000,000 shares of common stock, par value $0.001 per share. On September 19, 2016, we effected a 4-for-1 forward stock split of all our issued and outstanding common stock, which increased the number of issued and outstanding shares of common stock from 11,900,000 to 47,600,000. On November 18, 2016, upon approval by our Board of Directors and majority stockholders, we filed a Certificate of Amendment to our Articles of Incorporation with the Nevada Secretary of State increasing the number of authorized shares of common stock from 75,000,000 shares to 300,000,000 shares. In connection with the amendment to our Articles of Incorporation, our Board of Directors and majority stockholders also approved and adopted the Amended and Restated Bylaws of the Company on November 16, 2016. Effective November 18, 2016, we changed the name of our Company from Greenwind NRG Inc. to NewGen BioPharma Corp. by forming and merging a wholly-owned subsidiary of the Company with and into the Company. The Company was the surviving corporation in the merger, and in connection with such merger, the Company’s Articles of Incorporation were amended to change the Company’s corporate name to NewGen BioPharma Corp.

We are a development-stage company and we have no revenues and no assets. As a result, we have incurred losses since inception. Our limited operations to date have consisted of the formation of the Company, the raising of capital, and maintaining our public company reporting requirements. 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 October 31, 2013, we had sold 2,900,000 shares pursuant to this registration statement and the offering has been completed. 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 because we have not generated any revenues and no revenues are anticipated until we implement our business plan.

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During the fiscal year ended October 31, 2016, we had preliminary discussions with potential business combination partners, and on October 27, 2016, we entered into a Binding Letter of Intent (the “LOI”) with NewGen BioPharma Corporation, a New Jersey corporation (“NewGen New Jersey”), in connection with a proposed reverse acquisition transaction between the Company and NewGen New Jersey, whereby the Company and NewGen New Jersey will enter into a reverse triangular merger (the “Merger”). Pursuant to the terms of the proposed Merger, we will acquire all of the issued and outstanding stock of NewGen New Jersey in exchange for the issuance to the existing stockholders of NewGen New Jersey of 40,000,000 shares of our common stock. NewGen New Jersey operates as a pharmaceutical company that develops and commercializes enhanced pharmaceuticals and cosmaceuticals through reformulating approved active pharmaceutical ingredients using proprietary nanotechnology platforms. NewGen New Jersey’s platforms and formulations are developed to create improvements in bioavailability, safety, efficacy, dosage reductions, and elimination of fed-fast variability.

Upon the closing of the Merger, NewGen New Jersey will become a wholly-owned subsidiary of the Company. Additionally, after the closing of the Merger, the Company will be managed by NewGen New Jersey’s current management and board of directors, and our existing board of directors and officers will resign.

Pursuant to the LOI, we made a LOI Advance in the amount of $100,000 to NewGen New Jersey under the terms of a promissory note issued on October 27, 2016. If the closing of the Merger does not occur, the principal amount of the LOI Advance, together with accrued interest at the rate of five percent (5%) per annum, shall become due and payable upon the earlier of (i) receipt by NewGen New Jersey of proceeds from a financing in an amount not less than $1,000,000, (ii) an event of default, or (iii) a change in control of NewGen New Jersey. If the closing of the Merger occurs, the promissory note shall be cancelled as an intercompany loan in connection with the transaction.

Subsequent to our fiscal year ended October 31, 2016, and in accordance with the terms of the LOI, on January 10, 2017, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NewGen New Jersey and NewGen Merger Sub Inc., a New Jersey corporation and our wholly-owned subsidiary (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into NewGen New Jersey, with NewGen New Jersey being the surviving corporation and a wholly-owned subsidiary of the Company.

As set forth in the Merger Agreement, we will acquire all of the issued and outstanding capital stock of NewGen New Jersey in exchange for the issuance to the current holders thereof of 40,000,000 shares of our common stock. Immediately following the closing date, there will be no more than 52,000,000 shares of our common stock issued and outstanding, which shall consist of (i) 10,000,000 shares of common stock issued and outstanding immediately prior to the closing date, (ii) an aggregate of 40,000,000 shares of common stock issued to the current stockholders of NewGen New Jersey as provided in the Merger Agreement, and (iii) 2,000,000 shares of common stock which may be issued and outstanding pursuant to a private placement by the Company, excluding any shares of common stock issuable under outstanding warrants and options.

The Merger is expected to be completed after the closing conditions set forth in the Merger Agreement have either been satisfied or waived by the appropriate party or parties thereto. The Merger Agreement contains certain closing conditions typically found in an agreement of such nature, and the closing of the Merger is conditioned upon the approval by the stockholders of NewGen New Jersey. If we are able to close the Merger transaction as contemplated by the Merger Agreement, NewGen New Jersey will become our wholly-owned subsidiary, and we will report such event on a Current Report on Form 8-K to be filed with the SEC.

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RESULTS OF OPERATIONS

We are still in our initial development stage and have generated no revenues to date. For the period from February 25, 2010 (date of inception) to October 31, 2016, the Company earned $nil in revenues.

During the fiscal year ended October 31, 2016, the Company incurred $41,871 in operating expenses, compared with $33,390 in operating expenses during the year ended October 31, 2015. The increase in operating expenses was attributed to higher general and administrative costs relating to the Company’s compliance with regulatory requirements and increased activity with respect to the Company’s consideration of potential business combinations.

The Company incurred a net loss of $41,871 or $nil per share, for the year ended October 31, 2016 compared with a net loss of $33,390, or $nil per share, for the year ended October 31, 2015.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2016, the Company had cash and total assets of $nil compared with cash and total assets of $nil as at October 31, 2015.

As of October 31, 2016, the Company had total liabilities of $125,176, compared with total liabilities of $83,305 as of October 31, 2015. The increase in total liabilities was due to an increase in the amounts owing to a related party of the Company for financing received to support the Company’s day-to-day activities, and an increase in accounts payable and accrued liabilities.

The Company had a working capital deficit of $125,196 as of October 31, 2016, compared with a working capital deficit of $83,305 as of October 31, 2015. The increase in working capital deficit was due to the fact that the Company received additional financing from a related party to support the Company’s operations, and due to an increase in accounts payable and accrued liabilities.

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.

In order to execute on our business strategy, we will require additional working capital commensurate with the operational needs of our planned marketing and development efforts. Accordingly, we expect to use debt and/or equity financing to fund operations for the foreseeable future, including, without limitation, the sale of up to a maximum of $2,000,000 of our capital stock pursuant to a private placement for the purpose of financing the ongoing operations of NewGen New Jersey.

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As we had cash and a working capital in the amount of $0 as of October 31, 2016, 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.

Any future sale of additional equity and debt securities will result in dilution to current stockholders. We may also seek additional loans where the incurrence of indebtedness would result in increased debt service obligations and could require the Company to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand business operations and could harm our overall business prospects.

CASH FLOWS FROM OPERATING ACTIVITIES

During the year ended October 31, 2016, the Company used $24,732 in cash for operating activities, compared with $33,407 for the year ended October 31, 2015. The decrease in the cash used for operating activities was attributed to the reduction of professional fees and filing expenses for the year ended October 31, 2016.

CASH FLOWS FROM INVESTING ACTIVITIES

During the period from February 25, 2010 (date of inception) to October 31, 2016, the Company did not engage in any investing activities.

CASH FLOWS FROM FINANCING ACTIVITIES

During the year ended October 31, 2016, the Company received $24,732 from financing activities, compared with $33,407 for the year ended October 31, 2015. The Company received $24,732 from related parties. The amounts owing to related parties are unsecured, non-interest bearing, and due on demand.

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 years ended October 31, 2016 and October 31, 2015. 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.

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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 October 31, 2016, 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.

CONTRACTUAL OBLIGATIONS

The following table outlines payments due under our significant contractual obligations over the periods shown, exclusive of interest:

	Payments due by Period
	Less than		One to		Three to		More Than
Contractual Obligations At October 31, 2016	One Year		Three Years		Five Years		Five Years		Total
Operating Lease Obligations	$	0	$	0	$	0	$	0	$	0
Long-Term Debt Obligations	$	0	$	0	$	0	$	0	$	0
Capital Expenditure Obligations	$	0	$	0	$	0	$	0	$	0
Purchase Obligations	$	0	$	0	$	0	$	0	$	0
Other Long-Term Liabilities	$	0	$	0	$	0	$	0	$	0

The above table outlines our obligations as of October 31, 2016 and does not reflect any changes in our obligations that have occurred after that date.

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.

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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.

ITEM 7A— QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, and are not required to provide the information required by this item.

ITEM 8— FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the financial statements, the reports of our independent registered public accounting firm, and the notes thereto of this report, which financial statements, reports, and notes are incorporated herein by reference.

ITEM 9— CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A— CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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 October 31, 2016 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.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO” - 2013) and SEC guidance on conducting such assessments. Management concluded, as of October 31, 2016, that our internal control over financial reporting was effective.

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.

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Changes in Internal Controls Over Financial Reporting

Except for the application of the updated Internal Control – Integrated Framework released by COSO in 2013, there were no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year ending October 31, 2016 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B— OTHER INFORMATION

None.

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PART III

ITEM 10— DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person:

Name		Age		Position
Jerwin Alfiler		40		Sole Director and President, Secretary and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Biographies

Jerwin Alfiler

Mr. Alfiler was appointed sole Director and President, Secretary and Treasurer of the Company in January 2014. Since May 2006, Mr. Alfiler has been a loans manager at Butas Financial, a financial services company located in Makati, Philippines. From March 2003 through April 2006, Mr. Alfiler was a loans officer for Cebu Loans, a financial services company located in Cebu, Philippines. From October 1998 through January 2003, Mr. Alfiler worked at THC Lending, a financial services company located in Makati City, Philippines. Mr. Alfiler received his Bachelor of Commerce from Ateneo University in 1998. Mr. Alfiler’s experience and financial background provide him with an understanding of the operations and objectives of the Company, which will bring value to the Company and help to further our goals and business efforts.

Terms of Office

The Company’s directors are appointed for a one-year term to hold office until the next annual general meeting of the Company’s stockholders or until removed from office in accordance with the Company’s Bylaws and the provisions of the Nevada Revised Statutes. Each of our directors holds office after the expiration of his or her term until his or her successor is elected and qualified, or until he or she resigns or is removed in accordance with the Company’s Bylaws and the provisions of the Nevada Revised Statutes.

The Company’s officers are appointed by the Company’s Board of Directors and hold office until removed by the Board.

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Involvement in Certain Legal Proceedings

No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Committees of the Board

Our Board of Directors held no formal meetings during the fiscal year ended October 31, 2016. All proceedings of the Board of Directors were conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to our Bylaws and the Nevada Revised Statutes, as valid and effective as if they had been passed at a meeting of the directors duly called and held. We do not currently have a policy regarding director attendance at meetings.

We do not currently have standing audit, nominating or compensation committees, or committees performing similar functions. Due to the size of our Board of Directors, we do not believe it is necessary to have standing audit, nominating or compensation committees at this time because the functions of such committees are adequately performed by our Board of Directors. We do not have an audit, nominating or compensation committee charter, as we do not currently have such committees. We do not have a policy for electing members to the Board. None of our directors are independent directors as defined in the NASD listing standards.

Audit Committee

Our Board of Directors has not established a separate audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Instead, the entire Board of Directors acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act and will continue to do so until such time as a separate audit committee has been established.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act is not applicable to our directors, officers and beneficial owners of more than 10% of any class of equity securities because the Company has no class of equity securities registered pursuant to Section 12 of the Exchange Act and is not a closed-end investment company registered under the Investment Company Act of 1940.

Nominations to the Board of Directors

Our directors play a critical role in guiding the strategic direction and overseeing the management of the Company. Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.

In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.

In carrying out its responsibilities, the Board will consider candidates suggested by stockholders. If a stockholder wishes to formally place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of the Company’s Bylaws. Suggestions for candidates must be sent to the Board of Directors, c/o NewGen BioPharma Corp., 3221 Dominquez Avenue, Quezon City, Philippines.

Board Leadership Structure and Role on Risk Oversight

Jerwin Alfiler currently serves as the Company’s principal executive officer and sole director. The Company determined this leadership structure was appropriate for the Company due to our small size and limited operations and resources. The Board of Directors will continue to evaluate the Company’s leadership structure and modify such structure, as appropriate, based on the size, resources and operations of the Company.

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Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our Board of Directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Code of Ethics

The Company has not yet adopted a Code of Ethics applicable to all Company directors, officers and employees as the Company currently lacks sufficient funds to adopt and implement a Code of Ethics.

ITEM 11— EXECUTIVE COMPENSATION

Executive Compensation

The summary compensation table below shows certain compensation information for services rendered in all capacities to us by our principal executive officer and principal financial officer, and by each other executive officer whose total annual salary and bonus exceeded $100,000 during the fiscal years ended October 31, 2016 and 2015. Other than as set forth below, no executive officer’s total annual compensation exceeded $100,000 during our last fiscal period.

Summary Compensation Table

Name and Principal Position (a)

Year

(b)

Salary

($)

(c)

Bonus

($)

(d)

Stock

Awards

($)

(e)

Option

Awards

($)

(f)

Non

Equity

Incentive

Plan

Compensation

($)

(g)

Non-qualified

Deferred

Compensation

Earnings

($)

(h)

All Other

Compensation

($)

(i)

Total

($)

(j)

Jerwin Alfiler

(Principal Executive Officer,

2016

Principal Financial Officer)

2015

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Other than as set forth above, none of our executive officers received, nor do we have any arrangements to pay out, any bonus, stock awards, option awards, non-equity incentive plan compensation, or non-qualified deferred compensation.

Employment Agreements

We currently have no employment agreement in place with our sole executive officer, and the manner and amount of compensation for the above-referenced officer has not yet been determined.

Potential Payments Upon Termination or Change-in-Control

We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. As a result, we have omitted this table.

Director Compensation

We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated with corporate matters are reimbursed by the Company, if and when incurred.

We currently have no agreement in place to compensate our sole director for the services he provides to the Company. As a result, we have omitted this table.

Stock Option Plans – Outstanding Equity Awards at Fiscal Year End

None.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our Board of Directors and the Board of Directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

ITEM 12— SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information as of January 18, 2017 with respect to the beneficial ownership of our common stock for (i) each director and officer, (ii) all of our directors and officers as a group, and (iii) each person known to us to own beneficially 5% or more of the outstanding shares of our common stock. To our knowledge, except as indicated in any footnotes to this table or pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to the shares of common stock indicated.

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Name and Address of Beneficial Owner(1)	Shares Beneficially Owned		Percentage Beneficially Owned(2)
Directors and Executive Officers
Jerwin Alfiler 3221 Dominquez Avenue Quezon City, Philippines		0		0.00	%
All Officers and Directors as a Group		0		0.00	%
5% Holders
James Sammon (former director and officer) SpurHill, Doughcloyne Togher, Cork, Ireland		20,000,000		42.02	%
Tadhq Sammon (former director and officer) SpurHill, Doughcloyne Togher, Cork, Ireland		16,000,000		33.61	%

____________________

(1)

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

(2)

Based on 47,600,000 shares of our common stock outstanding as of January 18, 2017.

Equity Compensation Plan Information

The Company has no active equity compensation plans and there are currently no outstanding options from prior plans.

Non-Cumulative Voting

The holders of our shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose. In such event, the holders of the remaining shares will not be able to elect any of our Directors.

Transfer Agent

Our transfer agent is Action Stock Transfer Corporation and is located at 2469 E. Fort Union Blvd., Suite 214, Salt Lake City, UT 84121. Their telephone number is 801-274-1088.

ITEM 13— CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

As of October 31, 2016, the Company owed $94,376 (2015 - $69,644) to a stockholder of the Company for loans made to the Company for working capital. The amounts owing are unsecured, non-interest bearing, and due on demand.

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Other than as set forth above, none of our current officers or directors have been involved in any material proceeding adverse to the Company or any transactions with the Company or any of its directors, executive officers, affiliates or associates that are required to be disclosed pursuant to the rules and regulations of the SEC.

Review, Approval or Ratification of Transactions with Related Persons

As we have not adopted a Code of Ethics, we rely on our board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.

Director Independence

During the year ended October 31, 2016, we did not have any independent directors on our board. We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock Exchange, Inc., the NASDAQ National Market, and the Securities and Exchange Commission.

Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (e) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director or a member of the director’s immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated gross revenues.

ITEM 14— PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table shows the fees paid or accrued by us for the audit and other services provided by the Company’s principal accountant for the fiscal periods shown.

	October 31, 2016		October 31, 2015
Audit Fees	$	10,700	$	10,700
Audit — Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total	$	10,700	$	10,700

Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by the above auditors in connection with statutory and regulatory fillings or engagements.

In the absence of a formal audit committee, the full Board of Directors pre-approves all audit and non-audit services to be performed by the independent registered public accounting firm in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended. The Board of Directors pre-approved 100% of the audit and audit-related services performed by the independent registered public accounting firm in the past fiscal year. The percentage of hours expended on the principal accountant’s engagement to audit the Company’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

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PART IV

ITEM 15 — EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements and Financial Statement Schedules

(1) Financial Statements are listed in the Index to Financial Statements of this report.

(b) Exhibits

The following exhibits are included as part of this report by reference:

2.1		Agreement and Plan of Merger dated January 10, 2017, by and among NewGen BioPharma Corp., NewGen Merger Sub Inc., and NewGen BioPharma Corporation (Incorporated by reference to our Current Report on Form 8-K, as filed with the SEC on January 11, 2017).

3.1*		Articles of Incorporation, as amended.

3.2		Amended and Restated Bylaws (Incorporated by reference to our Current Report on Form 8-K, as filed with the SEC on November 21, 2016).

10.1		Binding Letter of Intent dated October 27, 2016, by and between Greenwind NRG Inc. and NewGen BioPharma Corporation (Incorporated by reference to our Current Report on Form 8-K, as filed with the SEC on November 2, 2016.

10.2*		Form of Promissory Note by and between Greenwind NRG Inc. and NewGen BioPharma Corporation dated October 27, 2016.

21		The Company currently has one subsidiary: NewGen Merger Sub Inc., a New Jersey corporation.

31*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002*.

32*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted 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.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	NEWGEN BIOPHARMA CORP.

Dated: January 25, 2017	By:	/s/ Jerwin Alfiler
	Name:	Jerwin Alfiler
	Its:	President, Secretary and Treasurer
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Pursuant to requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Capacity	Date

/s/ Jerwin Alfiler	President, Secretary, Treasurer, Director	January 25, 2017
Jerwin Alfiler	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

NEWGEN BIOPHARMA CORP.

(formerly GREENWIND NRG INC.)

FINANCIAL STATEMENTS

OCTOBER 31, 2016

NEWGEN BIOPHARMA CORP.

(formerly GREENWIND NRG INC.)

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OCTOBER 31, 2016

Report of Independent Registered Public Accounting Firm		F - 2

Balance Sheets as of October 31, 2016 and 2015		F - 3

Statements of Operations for the years ended October 31, 2016 and 2015		F - 4

Statement of Stockholders’ Equity (Deficit) as of October 31, 2016		F - 5

Statements of Cash Flows for the years ended October 31, 2016 and 2015		F - 6

Notes to Financial Statements		F - 7 – F - 10

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Newgen BioPharma Corp.

We have audited the accompanying balance sheets of Newgen Biopharma Corp. (f/k/a Greenwind NRG, Inc.) as of October 31, 2016 and 2015 and the related statements of operations, stockholders’ (deficit), and cash flows for the years then ended. Newgen Biopharma Corp.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Newgen Biopharma Corp. as of October 31, 2016 and 2015, the results of their operations, and their cash flows, for the years ended October 31, 2016 and 2015, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note (8) to the financial statements, the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note (8). The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

/s/ KLJ & Associates, LLP

KLJ & Associates, LLP

Edina, MN

January 24, 2017

F-2

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NEWGEN BIOPHARMA CORP.

(formerly GREENWIND NRG INC.)

BALANCE SHEETS

AT OCTOBER 31, 2016 AND 2015

	2016			2015
ASSETS
Current Assets
Cash and cash equivalents	$	-		$	-
Total Current Assets		-			-

Property and equipment, net		-			-

TOTAL ASSETS	$	-		$	-

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current Liabilities
Accounts payable and accrued liabilities	$	30,800		$	13,661
Notes payable – related party		94,376			69,644

Total Liabilities		125,176			83,305

Stockholders’ Deficit
Common stock, par $0.001, 300,000,000 shares authorized, 47,600,000 shares issued and outstanding		47,600			47,600
Additional paid in capital		17,777			17,777
Accumulated deficit		(190,553	)		(148,682	)

Total Stockholders’ Deficit		(125,176	)		(83,305	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	-

The accompanying notes are an integral part of these financial statements

F-3

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NEWGEN BIOPHARMA CORP.

(formerly GREENWIND NRG INC.)

STATEMENTS OF OPERATIONS

YEARS ENDED OCTOBER 31, 2016 AND 2015

	Year ended October 31, 2016			Year ended October 31, 2015

GROSS REVENUES	$	-		$	-

OPERATING EXPENSES
Professional fees		18,376			26,236
General and administrative		23,495			7,154
TOTAL OPERATING EXPENSES		41,871			33,390

LOSS FROM OPERATIONS		(41,871	)		(33,390	)

OTHER EXPENSES		-			-

NET LOSS BEFORE INCOME TAXES		(41,871	)		(33,390	)

PROVISION FOR INCOME TAXES		-			-

NET LOSS	$	(41,871	)	$	(33,390	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		47,600,000			47,600,000

NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)

The accompanying notes are an integral part of these financial statements

F-4

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NEWGEN BIOPHARMA CORP.

(formerly GREENWIND NRG INC.)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FROM NOVEMBER 1, 2014 TO OCTOBER 31, 2016

	Common Stock				Additional Paid in		Accumulated			Total Stockholders’ Equity
	Shares		Amount		Capital		Deficit			(Deficit)

Balance, November 1, 2014		47,600,000	$	47,600	$	17,777	$	(115,292	)	$	(49,915	)

Net loss for the year ended October 31, 2015		-		-		-		(33,390	)		(33,390	)

Balance, October 31, 2015		47,600,000		47,600		17,777		(148,682	)		(83,305	)

Net loss for the year ended October 31, 2016		-		-		-		(41,871	)		(41,871	)

Balance, October 31, 2016		47,600,000	$	47,600	$	17,777	$	(190,553	)	$	(125,176	)

The accompanying notes are an integral part of these financial statements

F-5

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NEWGEN BIOPHARMA CORP.

(formerly GREENWIND NRG INC.)

STATEMENTS OF CASH FLOWS

YEARS ENDED OCTOBER 31, 2016 AND 2015

	Year ended October 31, 2016			Year ended October 31, 2015
Cash Flows from Operating Activities:
Net loss	$	(41,871	)	$	(33,390	)

Changes in Assets and Liabilities
Increase (decrease) in accounts payable and accrued liabilities		17,139			(17	)
Net Cash Used in Operating Activities		(24,732	)		(33,407	)

Cash Flows from Investing Activities
Purchase of property and equipment		-			-
Net Cash Used in Investing Activities		-			-

Cash Flows from Financing Activities:
Proceeds from notes payable – related party		24,732			33,407
Net Cash Provided by Financing Activities		24,732			33,407

Net Increase (Decrease) in Cash and Cash Equivalents		-			-

Cash and Cash Equivalents – Beginning		-			-

Cash and Cash Equivalents – Ending	$	-		$	-

Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

The accompanying notes are an integral part of these financial statements

F-6

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NEWGEN BIOPHARMA CORP.

(formerly GREENWIND NRG INC.)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2016

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. On October 27, 2016, the Company entered into a binding letter of intent with NewGen BioPharma Corp (“NewGen”) to acquire 100% of the issued and outstanding common shares of NewGen in exchange for the issuance of 40,000,000 common shares of the Company. As part of the merger, the Company would implement NewGen’s operations which are based on the development and commercialization of enhanced pharmaceuticals and cosmaceuticals through reformulating approved active pharmaceutical ingredients using proprietary nanotechnology platforms. On November 18, 2016, the Company changed its name to NewGen BioPharma Corp.

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. During the year ended October 31, 2016, the Company incurred a net loss of $41,871.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

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.

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

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.

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NEWGEN BIOPHARMA CORP.

(formerly GREENWIND NRG INC.)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2016

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

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 October 31, 2016, 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

No other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accrued expenses at October 31, 2016 and 2015 consisted of the following:

	2016		2015
Legal	$	21,638	$	4,861
Audit		5,000		5,000
Accounting		3,750		3,750
Edgarizing and other		412		50
Total Accounts Payable and Accrued Liabilities	$	30,800	$	13,661

F-8

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NEWGEN BIOPHARMA CORP.

(formerly GREENWIND NRG INC.)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2016

NOTE 4 – NOTE PAYABLE – RELATED PARTY

As of October 31, 2016, the Company owed $94,376 (2015 - $69,644) to a shareholder 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 – 300,000,000 common shares, with a par value of $0.001 per share.

Issued and Outstanding – 47,600,000 common shares as of October 31, 2016 and 2015.

In February 2011, the Company issued 36,000,000 shares of common stock at a price of $0.0005 per share for total cash proceeds of $18,000.

During the year ended October 31, 2013, the Company issued 11,600,000 shares of common stock at $0.0025 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 – INCOME TAXES

For the year ended October 31, 2016, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $190,553 at October 31, 2016, and will expire beginning in the year 2032.

The provision for Federal income tax consists of the following at October 31, 2016 and 2015:

	2016			2015
Federal income tax attributable to:
Current Operations	$	14,236		$	11,353
Less: valuation allowance		(14,236	)		(11,353	)
Net provision for Federal income taxes	$	0		$	0

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of October 31, 2016 and 2015:

	2016			2015
Deferred tax asset attributable to:
Net operating loss carryover	$	64,788		$	50,552
Less: valuation allowance		(64,788	)		(50,552	)
Net deferred tax asset	$	0		$	0

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $190,553 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

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NEWGEN BIOPHARMA CORP.

(formerly GREENWIND NRG INC.)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2016

NOTE 8 – 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 $190,553 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 9 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to October 31, 2016 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, with the exception of the following:

On November 16, 2016, the Company amended its articles of incorporation to increases its number of authorized common shares from 75,000,000 common shares to 300,000,000 common shares.

F-10

NewGen BioPharma Corp. - FORM 10-K - January 25, 2017

Attached files

NewGen BioPharma Corp. Reports