10-Q 1 2016apr30-grwd_10q.htm FORM 10-Q
UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended April 30, 2016
 
[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

For the transition period from__________ to __________

Commission file number: 000-1537274

GREENWIND NRG INC.
 (Exact name of registrant as specified in its charter)

Nevada
  
N/A
(State or other jurisdiction of Incorporation or organization)
  
(IRS Employer Identification No.)

3221 Dominquez Avenue, Quezon City, Philippines
 (Address of principal executive offices and zip code)

844-624-4793
 (Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ☒ Yes     [  ]  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒ Yes     [  ]  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
[  ]
 Large accelerated filer
[  ]
 Accelerated filer
[  ]
 Non-accelerated filer
☒
 Smaller Reporting  company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☒Yes     [  ]  No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
 
Outstanding at June [ __ ], 2016
Common stock, $0.001 par value
 
11,900,000
     
 
 
 
Greenwind NRG Inc.

Form 10-Q

For the Three Months Ended April 30, 2016

INDEX
 
 
Page  
 
 
 
 
 
 
  
Item 1.
4
 
 
  
Item 2.
12
 
 
  
Item 3.
15
 
 
  
Item 4.
15
 
 
  
 
 
 
  
Item 1.
16
 
 
  
Item 1A.
16
 
 
  
Item 2.
16
 
 
  
Item 3.
16
 
 
  
Item 4.
16
 
 
  
Item 5.
16
 
 
  
Item 6.
17
 
 
  
18
 
 
 
FORWARD-LOOKING STATEMENTS
This Report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report.  Such statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of such terms or the negative of such terms.  Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements.  Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters.  Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth in our Annual Report on Form 10-K filed on January 28, 2016.
As used in this Form 10-Q, “we,” “us,” and “our” refer to Greenwind NRG Inc., which is also sometimes referred to as the “Company” or “Greenwind.”
YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING
STATEMENTS
The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q.  Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.  You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.
 
 
 
 
 
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.

 


GREENWIND NRG INC.

CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

APRIL 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
GREENWIND NRG INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)


ASSETS
  
April 30,
2016
    
October 31,
2015
  
Current Assets
            
Cash and cash equivalents
  
$
-
    
$
-
  
Total Current Assets
    
-
      
-
  
                 
TOTAL ASSETS
  
$
-
    
$
-
  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
                
Liabilities
                
Current Liabilities
                
Accounts payable and accrued liabilities
  
$
12,562
    
$
13,661
  
Notes payable – related party
    
88,076
      
69,644
  
                 
Total Liabilities
    
100,638
      
83,305
  
                 
Stockholders’ Deficit
                
Common stock, par $0.001, 75,000,000 shares authorized, 11,900,000 shares issued and outstanding
    
11,900
      
11,900
  
Additional paid in capital
    
53,477
      
53,477
  
Accumulated deficit
    
(166,015
)
    
(148,682
)
                 
Total Stockholders’ Deficit
    
(100,638
)
    
(83,305
)
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  
$
-
    
$
-
  
 

The accompanying notes are an integral part of these financial statements
 
 
GREENWIND NRG INC.
CONDENSED STATEMENTS OF OPERATIONS
 (UNAUDITED)


   
Three months ended
April 30,
2016
    
Three months ended
April 30,
2015
    
Six months ended
April 30,
2016
    
Six months ended
April 30,
2015
  
                         
GROSS REVENUES
  
$
-
    
$
-
    
$
-
    
$
-
  
                                 
OPERATING EXPENSES
                                
Professional fees
    
4,945
      
3,987
      
15,029
      
12,608
  
General and administrative
    
1,100
      
1,400
      
2,304
      
2,954
  
TOTOAL OPERATING EXPENSES
    
6,045
      
5,387
      
17,333
      
15,562
  
                                 
LOSS FROM OPERATIONS
    
(6,045
)
    
(5,387
)
    
(17,333
)
    
(15,562
)
                                 
OTHER EXPENSES
    
-
      
-
      
-
      
-
  
                                 
NET LOSS BEFORE INCOME TAXES
    
(6,045
)
    
(5,387
)
    
(17,333
)
    
(15,562
)
                                 
PROVISION FOR INCOME TAXES
    
-
      
-
      
-
      
-
  
                                 
NET LOSS
  
$
(6,045
)
  
$
(5,387
)
  
$
(17,333
)
  
$
(15,562
)
                                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
    
11,900,000
      
11,900,000
      
11,900,000
      
11,900,000
  
                                 
NET LOSS PER SHARE: BASIC AND DILUTED
  
$
(0.00
)
  
$
(0.00
)
  
$
(0.00
)
  
$
(0.00
)
 
 
The accompanying notes are an integral part of these financial statements
 
 
GREENWIND NRG INC.
CONDENSED STATEMENTS OF CASH FLOWS
 (UNAUDITED)


   
Six months ended
April 30,
2016
    
Six months ended
April 30,
2015
  
Cash Flows from Operating Activities:
            
Net loss
  
$
(17,333
)
  
$
(15,562
)
Changes in Assets and Liabilities
                
Increase (decrease) in accounts payable and accrued liabilities
    
(1,099
)
    
(2,337
)
Net Cash Used in Operating Activities
    
(18,432
)
    
(17,899
)
                 
Cash Flows from Financing Activities:
                
Proceeds from notes payable – related party
    
18,432
      
17,899
  
Net Cash Provided by Financing Activities
    
18,432
      
17,899
  
                 
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
 
GREENWIND NRG INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
JANUARY 31, 2016
(UNAUDITED)

NOTE 1 – NATURE OF BUSINESS

Greenwind NRG Inc. (“the Company” or “Greenwind”) was incorporated under the laws of the State of Nevada on February 25, 2010.  The Company is in the development stage and intends to commence operations in the business of off the grid wind power systems for residential, cabin, RV, boat and shop use. We intend to source equipment from suppliers at wholesale prices and market, distribute, setup and maintain this equipment. Our target market will be Ireland.

The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.  For the period ended April 30, 2016, the Company has accumulated losses of $166,015.

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.

Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies.  A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Fair Value of Financial Instruments
The carrying value of cash, accounts payable and accrued liabilities, and notes payable – related party approximate their fair value due to the short period of these instruments.

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

Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Property and Equipment
The capital assets are being depreciated over their estimated useful lives using the straight line method of depreciation for book purposes.
 
GREENWIND NRG INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
JANUARY 31, 2016
(UNAUDITED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition
The Company will recognize revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

Any deferred tax asset is considered immaterial and has been fully offset by a valuation allowance because at this time the Company believes that it is more likely than not that the future tax benefit will not be realized as the Company has no current operations.

Loss Per Common Share
Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.

Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

As of April 30, 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

Accounts payable and accrued liabilities as at April 30, 2016 and October 31, 2015 consisted of the following:

   
April 30,
2016
    
October 31,
2015
  
Legal
  
$
9,512
    
$
4,861
  
Audit
    
1,750
      
5,000
  
Accounting
    
1,250
      
3,750
  
Edgarizing and other
    
50
      
50
  
Total Accrued Expenses
  
$
12,562
    
$
13,661
  
 
GREENWIND NRG INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
JANUARY 31, 2016
(UNAUDITED)

NOTE 4 – NOTE PAYABLE – RELATED PARTY

(a)
As at January 31, 2016, the Company owed $88,076 (October 31, 2015 - $69,644) to the President and Director of the Company for loans made to the Company for working capital.  The amounts owing are unsecured, non-interest bearing, and due on demand.

NOTE 5 – CAPITAL STOCK

Authorized capital – 75,000,000 common shares, with a par value of $0.001 per share.

Issued and Outstanding – 11,900,000 and 11,900,000 common shares as of April 30, 2016 and October 31, 2015, respectively.

In February 2011, the Company issued 9,000,000 shares of common stock at a price of $0.002 per share for total cash proceeds of $18,000.

During the year ended October 31, 2013, the Company issued 2,900,000 shares of common stock at $0.01 per share for total cash proceeds of $29,000.

NOTE 6 – COMMITMENTS

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 7 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has negative working capital, has incurred losses of $166,015 since its inception, and has not yet produced revenues from operations.  These factors raise substantial doubt about the Company's ability to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.  Management anticipates that it will be able to raise additional working capital through the issuance of stock and through additional loans from investors.

The ability of the Company to continue as a going concern is dependent upon the Company’s ability to attain a satisfactory level of profitability and obtain suitable and adequate financing. There can be no assurance that management's plan will be successful.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to April 30, 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.
 
Item 2. 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 Quarterly Report on Form 10-Q.  Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments.  Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change.  These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf.  We disclaim any obligation to update forward-looking statements.
OVERVIEW
 
We were incorporated under the name Greenwind NRG Inc. in the State of Nevada on February 25, 2010. We are a development-stage company and we have no revenues and no assets. As a result we have incurred losses since inception.  Our limited operations to date have consisted of the formation of the Company, the raising of capital, 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. This is because we have not generated any revenues and no revenues are anticipated until we implement our business plan.

As a result of the current difficult economic environment and our lack of funding to implement our business plan, our Board of Directors has begun 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 business plan, the Board believes that it must consider all viable strategic alternatives that are in the best interests of our shareholders. 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.

PLAN OF OPERATION

In order to begin executing on our business plan, we must raise $100,000 in equity financing through a private placement in the current year.  We intend to concentrate the majority of our efforts on raising capital during this period.

The table below sets forth the use of proceeds assuming that 100% of the securities offered for sale in the equity financing are sold. Management believes these costs will cover the necessary expenses for the Company to continue to develop our operations to the point that we may begin delivering services.


Gross Proceeds
  
$
100,000.00
  
         
Offering Expense
  
$
20,000.00
  
         
Net Proceeds
  
$
100,000.00
  
         
Net Proceeds to be used
  
         
Inventory
  
$
40,000.00
  
Website development
  
$
5,000.00
  
Marketing and Advertising
  
$
20,000.00
  
Audit, Accounting and filing Fees
  
$
10,000.00
  
Working Capital
  
$
17,217.00
  
Repayment of accounts payable and accrued liabilities
  
$
7,783.00
  
----------
*    Note the offering expense will be paid through the sale of equity or debt, and not with the proceeds, if any, raised from this offering.
Once we have completed the financings, our specific business plan for the next 8 months is as follows:

Develop our Website

We will procure a web designer to complete a corporate website and credit card payment processing services.

Initial Marketing Campaign

Once our website is fully operational, we intend to market our products aggressively through web, print and other mediums.

Web Marketing: Search Engine Optimization services will be used to assure that we are found using key words associated with “wind energy”, “Ireland”, “off the grid” and more. We intend to make our website a marketing piece in itself with maps showing wind speed locations in Ireland and the UK as well as other information on the benefits of wind energy products.

Print Media Advertising: We intend to market our products in magazines and other print media that target an environmentally conscious consumer base.

We intend to spend up to $20,000 on marketing efforts. The marketing budget is not a set cost but will be based on the amount raised in the financing.

RESULTS OF OPERATIONS

For the period from February 25, 2010 (date of inception) to April 30, 2016, the Company did not earn any revenues.

Comparison of Three Months Ended April 30, 2016 and 2015

During the three months ended April 30, 2016, the Company incurred $6,045 of operating expenses compared with $5,387 of operating expenses during the three months ended April 30, 2015. The increase in operating expenses was attributed to an increase in professional fees incurred, including legal fees relating and a decrease in general and administrative costs.

The Company incurred a net loss of $6,045 or $0 per share, for the three months ended April 30, 2016 compared with a net loss of $5,387 or $0 per share, for the three months ended April 30, 2015.
 
Comparison of Six Months Ended April 30, 2016 and 2015

During the six months ended April 30, 2016 the Company incurred $17,333 of operating expenses compared with $15,562 of operating expenses during the six months ended April 30, 2015. The increase in operating expenses was attributed to a increase in professional fees incurred, including legal fees relating and an increase in general and administrative costs.

The Company incurred a net loss of $17,333 or $0 per share, for the six months ended April 30, 2016 compared with a net loss of $15,562 or $0 per share, for the six months ended April 30, 2015.

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2016 and October 31, 2015, the Company had cash of $0 and total assets of $0.

As of April 30, 2016, the Company had total liabilities of $100,638 compared with total liabilities of $83,305 as of October 31, 2015. The increase in total liabilities is due to an increase in accounts payable and accrued liabilities as the Company had limited cash flows to repay outstanding obligations as they became due.

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.

We anticipate that we will incur the following expenses over the next twelve months:

1. $25,000 in connection with the development of our website and marketing efforts; and
 
2. $10,000 in operating expenses, including professional legal and accounting expenses associated with our company being a reporting issuer under the Securities Exchange Act of 1934.
 
We require a minimum of approximately $35,000 to proceed with our plan of operation over the next twelve months. As we had cash and working capital in the amount of $0 as of April 30, 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. We currently do not have any arrangements in place for the completion of any private placement financings, and there is no assurance that we will be successful in completing any private placement financings.
 
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 six months ended April 30, 2016, the Company used $18,432 of cash for operating activities compared with $17,899 for the six months ended April 30, 2015. The increase in the cash used for operating activities was attributed to the fact that the Company had to pay more accounts payables that were coming due for outstanding operating activities.

Cash Flows from Financing Activities

During the six months ended April 30, 2016, the Company received $18,432 from financing activities compared with $17,899 for the six months ended April 30, 2015.  The proceeds received from financing activities were financings provided by management to support the Company’s day-to-day activities.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

CRITICAL ACCOUNTING POLICIES

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation.  A complete listing of these policies is included in Note 2 of the notes to our financial statements for the six months ended April 30, 2016. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.

Use of Estimates

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

Loss Per Common Share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.
Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

As of April 30, 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.

Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Jumpstart Our Business Startups Act.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.
Our management, with the participation and under the supervision of our Principal Executive Officer and Principal Financial Officer, reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined by Rule 13a-15(e) or 15d-15(e)) of the Exchange Act Rule 13a-15 as of the end of the period covered by this report.  Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures were effective as of January 31, 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.
 
Our management team will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
 
Changes in Internal Control Over Financial Reporting
 
There were no changes in our internal control over financial reporting that occurred during the quarter ending April 30, 2016 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.
 
 
 
Item 6. Exhibits.

Exhibit
 
Description
No.
 
 
     
3.1
  
     
3.2
  
     
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

* Filed herewith.
 
 
 
 
 
SIGNATURES

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

 
GREENWIND NRG INC.
 
 
Dated: June 14, 2016
  
 
 
By:
/s/ Jerwin Alfiler 
  
 
Name:
Jerwin Alfiler
  
 
Title:
President, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
  
 
 
 
 
 
 
 
 
 
 
 
 
 
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