Attached files

file filename
EX-32.1 - CERTIFICATION CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 - GREENWORLD DEVELOPMENT, INC.f10q0311a1ex32i_greenworld.htm
EX-31.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002 - GREENWORLD DEVELOPMENT, INC.f10q0311a1ex31i_greenworld.htm
EX-32.2 - CERTIFICATION ACTING CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 - GREENWORLD DEVELOPMENT, INC.f10q0311a1ex32ii_greenworld.htm
EX-31.2 - CERTIFICATION OF THE ACTING CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002 - GREENWORLD DEVELOPMENT, INC.f10q0311a1ex31ii_greenworld.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Form 10-Q
Amendment No. 1

(Mark one)

x
Quarterly  Report Under Section 13 or 15(d) of The Securities  Exchange Act of 1934

For the quarterly period ended March 31, 2011

o
Transition Report Under Section 13 or 15(d) of The Securities  Exchange Act of 1934

For the transition period from ______________ to _____________

Commission file number 000-26703
 
 
GREENWORLD DEVELOPMENT, INC.
 
 
(Exact name of registrant as specified in its charter)
 


 
Nevada
 
000-26703
 
98-0206030
 
 
(State or other jurisdiction of incorporation)
 
(Commission file number)
 
(IRS Employer Identification No.)
 

 
2101 Vista Parkway, Suite 4022
 
 
West Palm Beach, FL 33411
 
 
(Address of principal executive offices)(Zip Code)
 
     
Registrant's telephone number, including area code: (561) 939-4890
     
 
N/A
 
(Former name or former address, if changes since last report)


Indicate by check mark whether the issuer (1) has filed all reports  required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 o.

Indicate by check mark whether the registrant is an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller company reporting
x

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

As of May 10, 2011,  there were  approximately 46,617,120  shares of the Issuer's common stock, par value $0.001 per share outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this quarterly report on Form 10-Q contain or may contain forward-looking  statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  These forward-looking statements were based on various factors and were derived utilizing  numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to,  economic, political and market conditions and fluctuations, government and industry regulation,  interest rate risk, U.S. and global competition, and other factors including the risk factors set forth in our Form 10-K. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place  undue reliance on these forward-looking statements, which speak only as of the date of this  report. Readers should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing  obligations to  disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated  events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

 
 

 

INDEX
   
     
  PART I. - FINANCIAL INFORMATION  Page
     
Item 1.
 
Financial Statements
F-1
       
Item 2
 
Management's Discussion and Analysis or Plan of Operations
1
       
Item 3
 
Quantitative and Qualitative Disclosures About Market Risk
3
       
Item 4T.
 
Controls and Procedures
3
       
  PART II. - OTHER INFORMATION  
       
Item 1
 
Legal Proceedings
 4
       
Item 1A.
 
Risk Factors
 4
       
Item 2
 
Unregistered Sales of Equity Securities and Use of Proceeds
 4
       
Item 3
 
Defaults Upon Senior Securities
 4
       
Item 4
 
Submission of Matters to a Vote of Security Holders
 4
       
Item 5
 
Other Information
4
       
Item 6
 
Exhibits
4
       
SIGNATURES 6
       
EXHIBITS  
 
 
 

 
 
PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS
 
Consolidated Balance Sheet
F-2
   
Consolidated Statements of Operations
F-3
   
Consolidated Statements of Stockholders’ Equity
F-4
   
Consolidated Statements of Cash Flows
F-5
   
Notes to Consolidated Financial Statement
F-6
   
 
 
F-1

 
 
Greenworld Development, Inc.
(f/k/a Fortress Exploration, Inc.)
(a development stage enterprise)
Consolidated Balance Sheet

   
March 31,
   
December 31,
 
   
2011
       2010  
   
(Unaudited)
         
               
ASSETS
             
CURRENT ASSETS
             
Cash
  $ 1,002     $ 13,001  
Accounts receivable
    141       0  
Total current assets
    1,143       13,001  
OTHER ASSETS
               
Property lease holding
    1,199,070       1,134,757  
Deferred expenses
    776,928       735,257  
Other assets
    1,518       1,642  
Total other assets
    1,977,516       1,871,656  
Total Assets
  $ 1,978,659     $ 1,884,657  
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
CURRENT LIABILITIES
               
Accounts payable
  $ 290,318     $ 241,848  
Accrued interest
    82,563       77,235  
Note payable
    303,961       302,000  
Total current liabilities
    676,842       621,083  
Total Liabilities
    676,842       621,083  
STOCKHOLDERS’ EQUITY
               
                 
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 0 issued and outstanding
    0       0  
                 
                 
                 
Common stock, $0.001 par value, authorized 300,000,000 shares;46,617,120 issued and outstanding
    46,617       46,617  
Additional paid-in capital
    1,532,759       1,532,759  
Accumulated comprehensive income (loss)
    12,492       (78,810 )
Deficit accumulated during the development stage
    (290,051 )     (236,992 )
Total stockholders’ equity
    1,301,817       1,263,574  
Total Liabilities and Stockholders’ Equity
  $ 1,978,659     $ 1,884,657  
                 

The accompanying notes are an integral part of the financial statements
 
 
F-2

 
 
Greenworld Development, Inc.
(f/k/a Fortress Exploration, Inc.)
(a development stage enterprise)
Consolidated Statements of Operations
Three Months Ended March 31,
(unaudited)

   
2011
   
2010
 
             
REVENUES
  $ 0     $ 0  
OPERATING EXPENSES
               
General and administrative
    33,452       1,921  
Professional fees
    32,318       6,500  
Net operating loss
    65,770       8,421  
Interest expense
    7,288       14,212  
Net loss
    (73,058 )     (22,633 )
Other comprehensive income (loss)
               
Foreign currency translation gain
    (66,318 )     0  
(loss)
               
Comprehensive income
  $ (139,376 )   $ (22,633 )
Basic net loss per share
  $ 0.00     $ 0.00  
Weighted average shares outstanding
    46,617,120       5,539,040  
                 
 
The accompanying notes are an integral part of the financial statements
 
 
F-3

 
 
Greenworld Development, Inc.
(f/k/a Fortress Exploration, Inc.)
(a development stage enterprise)
 Consolidated Statement of Stockholders’ Equity (Deficit)

                     
Deficit
             
                     
Accumulated
   
Accum
       
               
Additional
     During the    
Comp
   
 
 
   
Number of
   
Common
   
Paid-in
   
Development
   
Income/
   
Total
 
   
Shares
   
Stock
   
Capital
   
Stage
   
(Loss)
     
Stockholders’
 
BEGINNING BALANCE, January 1,
    16,617,120     $ 831     $ 415,256     $ (292,280 )   $ 0     $ 123,807  
Net loss
    0       0       0       (187,537 )     0       (187,537 )
BALANCE, December 31, 2005
    16,617,120       831       415,256       (479,817 )     0       (63,730 )
Beneficial Conversion Feature Discount
    0       0       0       15,000       0       15,000  
Net loss
    0       0       0       (79,450 )     0       (79,450 )
BALANCE, December 31, 2006
    16,617,120       831       415,256       (544,267 )     0       (128,180 )
Beneficial Conversion Feature Discount
    0       0       0       47,000       0       47,000  
Net loss
    0       0       0       (78,730 )     0       (78,730 )
BALANCE, December 31, 2007
    16,617,120       831       415,810       (563,388 )     0       (147,301 )
Beneficial Conversion Feature Discount
    0       0       0       35,001       0       35,001  
Net loss
    0       0       0       (91,093 )     0       (91,093 )
BALANCE, December 31, 2008
    16,617,120       831       415,810       (619,480 )     0       (203,393 )
Beneficial Conversion Feature Discount
    0       0       0       50,000       0       50,000  
Net loss
    0       0       0       (117,331 )     0       (117,331 )
BALANCE, December 31, 2009
    16,617,120       831       415,810       (686,811 )     0       (270,724 )
Beneficial Conversion Feature Discount
    0       0       0       35,000       0       35,000  
Reverse acquisition
    30,000,000       1,500       1,161,235       634,391       0       1,797,126  
Reincorporation effects
    0       44,286       (44,286 )     0       0       0  
Comprehensive income (loss)
                                    (78,810 )     (78,810 )
Net loss
    0       0       0       (219,572 )     0       (219,572 )
BALANCE, December 31, 2010
    46,617,120       46,617       1,532,759       (236,992 )     (78,810 )     1,263,020  
Beneficial Conversion Feature Discount
    0       0       0       20,000       0       20,000  
Comprehensive income (loss)
    0       0       0       0       91,302       91,302  
Net loss
    0       0       0       (73,059 )     0       (73,059 )
ENDING BALANCE, March 31, 2011
                                               
(unaudited)
    46,617,120     $ 46,617     $ 1,532,759     $ (290,051 )   $ (12,492 )   $ 1,301,817  

The accompanying notes are an integral part of the financial statements
 
 
F-4

 
 
Greenworld Development, Inc.
(f/k/a Fortress Exploration, Inc.)
(a development stage enterprise)
Consolidated Statements of Cash Flows
Three Months Ended March 31,
(Unaudited)

   
2011
   
2010
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (73,059 )   $ (22,633 )
Adjustments to reconcile net loss to net cash used by operatingactivities:
               
Amortization of beneficial conversion feature discount
    1,961       9,868  
Changes in operating assets and liabilities
               
(Increase) decrease in accounts receivable
    (137 )     0  
Increase (decrease) in accounts payable - trade
    33,690       0  
Increase (decrease) in accrued interest expense
    5,328       4,344  
Net cash provided (used) by operating activities
    (32,217 )     (8,421 )
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Deposit on options
    0       0  
Net cash provided (used) by investing activities
    0       0  
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from stockholder loan payable
    0       0  
Proceeds from note payable
    20,000       20,000  
                 
Net cash provided by financing activities
    20,000       20,000  
Effect of exchange rates on cash
    218       0  
Net increase (decrease) in cash
    (11,999 )     11,579  
CASH, beginning of period
    13,001       2,159  
CASH, end of period
  $ 1,002     $ 13,738  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Non-Cash Financing Activities:
               
Shares issued to effect reverse acquisition
  $ 0     $ 0  
                 
The accompanying notes are an integral part of the financial statements
 
 
F-5

 
 
Greenworld Development, Inc.
(f/k/a Fortress Exploration, Inc.)
(a development stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information with regard to the three months ended March 31, 2011 and 2010 is unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 
(a) The Company Greenworld Development, Inc., (f/k/a Fortress Exploration, Inc.), is a Nevada chartered development stage corporation which conducts business from its headquarters in West Palm Beach, Florida. The Company reincorporated from Delaware in June 2010.

The following summarize the more significant accounting and reporting policies and practices of the Company:

 
(b) Use of estimates  The financial statements have been prepared in conformity with generally accepted accounting principles.  In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses for the year then ended.  Actual results may differ significantly from those estimates.

 
(c) Start-up costs  Costs of start-up activities, including organization costs, are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.
 
 
(d) Stock compensation for services rendered The Company may issue shares of common stock in exchange for services rendered.  The costs of the services are valued according to generally accepted accounting principles and have been charged to operations.
 
 
(e) Net income (loss) per share Basic loss per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period.
 
   (f) Property and equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, using the straight-line method.  Upon sale or retirement, the cost and related accumulated depreciation are  eliminated from their respective accounts, and the resulting gain or loss is  included in the results of operations.  Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.
   
   (g)  Interim financial information The financial statements for the three months ended March 31, 2011 and 2010 are unaudited and include all adjustments which in the opinion of management are necessary for fair presentation, and such adjustments are of a normal and recurring nature. The results for the three months are not indicative of a full year results.
        
NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the net loss of $1,047,487 accumulated through March 31, 2011.  The ability of the Company to continue as a going concern is dependent upon commencing operations, developing sales and obtaining additional capital and financing.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.  The Company is currently seeking additional capital to allow it to begin its planned operations

NOTE 3 – NOTES PAYABLE

In September 2004, Greenworld issued a convertible  promissory note to allow advances up to $100,000.  As of September 30, 2005, $100,000 had been advanced to the company. The note bears seven percent interest,  is convertible at the lender's option at $2 per share, and is payable in one year. The lender has agreed to a third extension of  the maturity date for an additional year, to September 2008. The note has been discounted for its beneficial  conversion feature,  which was amortized over the life of the note.
 
 
F-6

 
 
Greenworld Development, Inc.
(f/k/a Fortress Exploration, Inc.)
(a development stage enterprise)
NOTES TO FINANCIAL STATEMENTS

NOTE 3 – NOTES PAYABLE, continued

In September 2005, the Company issued another convertible promissory note with exactly the same terms as the first note, principal up to $100,000, interest at 7%, maturity in one year and convertible at the lenders option at $2 per share. At December 31, 2006, $65,000 had been advanced under this note. $22,000 was advanced under this note through the first half of 2007. The Company sold its mining claim interest to this creditor for a reduction of the promissory note balance in the amount of $50,000 in the third quarter of 2007. $25,000 was advanced under this loan at the end of the third quarter of 2007. The note was due September 30, 2006 and a one year extension of the due date to September 30, 2008, has been received. The second note has been discounted for its beneficial  conversion feature,  which will be amortized over the life of the note.

On December 29, 2008, the Company and the lender entered into an extension and modification of the two notes, into 1 note with a new maturity of December 31, 2011 and an increase of the principal balance from a combined $200,000 to a total of $400,000.

   
Notes Payable
 
       
Gross proceeds from notes
  $ 372,000  
Less: Loan set-off
    (50,000 )
Less: Beneficial conversion feature
    (372,000 )
Add: Amortization of discount
    303,961  
         
Value of note on March 31, 2011
  $ 303,961  

NOTE 4 – CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents
 
 
 
F-7

 
 
NOTE 5 – USE OF ESTIMATES
 
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses for the year then ended. Actual results may differ significantly from those estimates.

NOTE 6 - STOCKHOLDERS’ EQUITY

At March 31, 2011, the Company has 300,000,000 shares of par value $0.001 common stock authorized and 46,617,120 issued and outstanding. In April 2010, the Company issued 10,000,000 shares to effect the reverse acquisition. In June 2010, the Company reincorporated in Nevada from Delaware; changed the authorized shares from 49,990,000 to 300,000,000; and changed the par value from $0.00005 to $0.001 per share. In 2010, the Company completed a forward split of the then issued and outstanding shares on a 3 for 1 basis.
 
 
F-8

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

The following  discussion and analysis  should be read in conjunction  with our Financial Statements and Notes thereto appearing elsewhere in this Report on Form 10-Q as well as our other SEC filings.

Overview

The Company is a development stage company and has not yet generated or realized any  revenues  from  business  operations.  The  Company's business  strategy changed in the third quarter 2007 to seeking potential merger candidates.  The  Company's  auditors  have issued a going concern  opinion in our audited  financial  statements for the fiscal year ended December 31, 2010. This means that our auditors  believe there is doubt that the Company can continue as an on-going  business for the next twelve  months unless it obtains  additional capital to pay its bills. This is because the Company has not  generated  any  revenues and no revenues  are currently anticipated. Accordingly, we must raise cash from sources such as investments by others in the Company and through possible  transactions  with strategic or joint venture partners. We do not  plan  to use any capital raised for the purchase or sale of any plant or  significant  equipment. The following  discussion and analysis  should be read in  conjunction  with the financial  statements  of the  Company  and  the  accompanying  notes  appearing subsequently under the caption "Financial Statements."

Comparison of Operating Results for the Quarter Ended March 31, 2011 to the Quarter Ended March 31, 2010

Revenues
 
The Company did not  generate  any revenues from operations for the three months ended March 31, 2011 or 2010. The Company is subject to risks  inherent in the  establishment  of a new business  enterprise, including limited capital  resources and cost  increases  in services.

Operating Expenses

Operating  expenses increased by $57,349 from $8,421 for the three months ended March 31, 2010 to $65,770 for the three months ended March 31, 2011. The increase in our net operating expenses is due to the operating expenses of our new subsidiary.

Interest Expense

Interest expense for the three months ended March 31, 2011 and 2010 was $7,288 and $14,212,  respectively. The decrease is due to the beneficial conversion discount amortization.
 
 
1

 
 
Net Income/Loss
 
Net loss increased by $50,425 from net loss of $22,633 for the three months ended March 31, 2010, to a net loss of $73,058 for the three months ended March 31, 2011. The increase in net operating loss is due to the operating expenses of our new subsidiary.

At March 31, 2011, our accumulated deficit was $290,051.

Assets and Liabilities

Our total assets were $1,978,659 at March 31, 2011.

Total Current Liabilities are $676,842 at March 31, 2011. Our notes payable are for $322,000. The notes were  discounted  by  $322,000  for their beneficial conversion features. At March 31, 2011, $303,961 of the discount has been amortized.

Financial Condition, Liquidity and Capital Resources

At March 31, 2011, we had cash and cash equivalents of $1,002. Our working capital is presently minimal and there can be no assurance that our financial condition will improve. To date, we have not generated cash flow from operations. Consequently, we have been dependent upon a third party non-affiliate,  Confederated Finance Corp. ("Confederated"), to fund our cash  requirements.  Specifically,  we have  entered  into  two  Convertible Promissory Notes ("Notes") with Confederated for the principal sum or so much of the principal sum of Two Hundred Thousand Dollars ($400,000) as may from time to time have been advanced and be  outstanding,  together with accrued  interest at the rate of 7% per annum.  The entire  unpaid  balance of  principal(subject  to conversion of such principal as provided in the Note) and all accrued and unpaid interest  shall be due and payable on the day prior to the first  anniversary of  the Effective Date of the Note.

As of March 31, 2011, we had a working capital deficit of $675,699. At March 31, 2011, we had no outstanding  debt other than  convertible  notes payable to Confederated  and accrued interest payable on the Notes. The Company will seek funds from possible strategic  and joint  venture  partners  and  financing  to cover any short term operating deficits and provide for long term working capital.  No assurances can be given that the Company will  successfully  engage  strategic or joint venture partners or otherwise obtain sufficient financing through the sale of equity.

No trends have been identified which would materially  increase or decrease our results of operations or liquidity.

We  have  short-term  liquidity  problems  that  will be  addressed  by the Convertible  Note,  which we have a  balance  of  $88,000  to draw  for  working capital.  For  long-term  liquidity,  we  believe  that  we will  need to  raise additional  capital to remain an ongoing  concern;  however,  as stated above no commitments have been made as of this date.
 
 
2

 
 
Critical Accounting Policies
 
Use of Estimates:  The preparation of financial statements in conformity with counting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.
 
Loss per share:  Basic loss per share excludes dilution and is computed by dividing the loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to common shareholders by the weighted average number of common shares outstanding for the period and dilutive potential common shares outstanding unless consideration of such dilutive potential common shares would result in anti-dilution. Common stock equivalents were not considered in the calculation of diluted loss per share as their effect would have been anti-dilutive for the periods ended March 31, 2011 and 2010.

Going Concern.

The Company has suffered recurring losses from operations and is in serious need of  additional  financing.  These  factors  among others  indicate that the Company may be unable to continue as a going concern,  particularly in the event that it cannot  obtain  additional  financing or, in the  alternative,  affect a merger or  acquisition.  The Company's  continuation  as a going concern depends upon its ability to generate  sufficient cash flow to conduct its operations and its  ability  to  obtain  additional  sources  of  capital  and  financing.  The accompanying  financial  statements do not include any  adjustments  that may be necessary if the Company is unable to continue as a going concern.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

The Company is not subject to any specific market risk other than that encountered by any other public company related to being publicly traded.

Item 4T - Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's President, Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Company's President, Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. There have been no significant changes in the Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.
 
 
3

 
 
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

During the second quarter of 2011, we discovered that our outside accountants for the Irish subsidiary had reported incorrect results for the first quarter of 2011, necessitating the filing of this Amendment No. 1 to our Form 10-Q for the quarter ended March 31, 2011. We have taken steps to modify our internal controls and procedures to ensure this does not occur in the future.


PART II
OTHER INFORMATION

Item 1   Legal Proceedings

None.

Item 2   Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3   Defaults Upon Senior Securities

None

Item 4   Submission of Matters to a Vote of Security Holders

None

Item 5   Other Information

None

Item 6   Exhibits

(a) The following  sets forth those  exhibits filed pursuant to Item 601 of Regulation S-K:
 
 
4

 
 
Exhibit
number
 
 
Descriptions

31.1
 
* Certification of the Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
   
31.2
 
* Certification of the Acting Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
     
32.1
 
* Certification Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
     
32.1
 
* Certification Acting Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
*
Filed herewith
 
 
(b) The following  sets forth the  Company's  reports on Form 8-K that have been filed during the quarter for which this report is filed:

None

 
5

 
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.
 
  Greenworld Development, Inc.  
       
 
By:
/s/ Leo J. Heinl
 
   
Leo J. Heinl
 
   
Chief Executive Officer, resident and Chairman of the Board*
 
Date: August 15, 2011
     

*   Leo J. Heinl  has  signed  both on  behalf  of the  registrant  as a duly authorized officer and as the Registrant's principal accounting officer.

 
6