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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended January 31, 2013


[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

 

For the transition period from ______ to _______


Commission File Number 333-167879


GREENCHOICE INTERNATIONAL, INC.

(Name of registrant as specified in its charter)


Nevada

 

42-1771342

(State of incorporation)

 

(I.R.S. Employer Identification No.)


12248 Meridian Blvd, Ste H

Minden, Nevada 89423

 (Address of principal executive offices)


(775) 473-6624

(Registrant’s telephone number)



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 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

[   ] (Do not check if a smaller reporting company)

Smaller reporting company

[X]


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


As of February 19, 2013, there were 3,766,667 shares of the registrant’s $0.001 par value common stock issued and outstanding.






GREENCHOICE INTERNATIONAL, INC.*


TABLE OF CONTENTS

 

Page

PART I. FINANCIAL INFORMATION

 

 

 

ITEM 1.

FINANCIAL STATEMENTS

3

 

 

 

ITEM 2.

  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

10

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

13

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

13

 

 

PART II. OTHER INFORMATION

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

14

 

 

 

ITEM 1A.

RISK FACTORS

14

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

14

 

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

14

 

 

 

ITEM 4.

MINE SAFETY DISCLOSURES

14

 

 

 

ITEM 5.

OTHER INFORMATION

14

 

 

 

ITEM 6.

EXHIBITS

15



Special Note Regarding Forward-Looking Statements


Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of GreenChoice International, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.


*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we,"”GREE,””GreenChoice,” "our," "us," the "Company," refers to GreenChoice International, Inc.




2




PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS




GREENCHOICE INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

January 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheets as of January 31, 2013 (Unaudited) and April 30, 2012

4

 

 

 

 

 

 

 

 

 

Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended January 31, 2013

and 2012, and Inception (February 9, 2010) to January 31, 2013 (Unaudited)

 

5

 

 

 

 

 

 

 

 

 

Statements of Cash Flows for the Nine Months Ended January 31, 2013 and 2012, and Inception (February 9, 2010) to January 31, 2013 (Unaudited)

6

 

 

 

 

 

 

 

 

 

Notes to Financial Statements (Unaudited)

7




3





GREENCHOICE INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

 

 

 

 

 

January 31,

 

 

 

 

 

 

2013

 

April 30,

 

 

 

 

(Unaudited)

 

2012

 

 

ASSETS

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

$

1,912 

$

 

 

 

 

 

 

 

TOTAL ASSETS

$

1,912 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

LIABILITIES

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

$

8,068 

$

6,769 

 

Accounts payable - officer

 

22,602 

 

 

 

Loans from stockholders

 

48,873 

 

23,092 

 

Total current liabilities

 

79,543 

 

29,861 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

79,543 

 

29,861 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

Common stock, par $0.001, 100,000,000 shares authorized,

 

 

 

 

3,766,667 and 3,600,000 shares issued and outstanding, respectively

3,767 

 

3,600 

 

Additional paid in capital

 

82,233 

 

32,400 

 

Deficit accumulated during the development stage

 

(163,631)

 

(65,861)

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS' DEFICIT

 

(77,631)

 

(29,861)

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$

1,912 

 

 

 

 

 

 

 

 

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


 

4







GREENCHOICE INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2013 AND 2012

AND FROM THE PEIOD FROM FEBRUARY 9, 2010 (INCEPTION) TO JANUARY 31, 2013

(Unaudited)

 

 

 

 

 

Three Months Ended January 31, 2013

 

Three Months Ended January 31, 2012

 

Nine Months Ended January 31, 2013

 

Nine Months Ended January 31, 2012

 

From inception (February 9, 2010) to January 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME

$

$

$

$

$

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

Organization expenses

 

 

 

 

 

 

 

1,500 

 

Taxes and licenses

 

 

 

 

 

 

 

625 

 

Accounting

 

4,800 

 

2,800 

 

14,190 

 

12,355 

 

45,025 

 

Legal Expenses

 

17,000 

 

2,885 

 

24,722 

 

8,740 

 

53,196 

 

Administrative expenses

 

33,771 

 

1,650 

 

58,727 

 

3,200 

 

62,377 

 

 

Total Operating Expenses

 

55,571 

 

7,335 

 

97,639 

 

24,295 

 

162,724 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME AND (EXPENSES)

 

 

 

 

 

 

 

 

 

 

 

Finance charges

 

(42)

 

 

(131)

 

(158)

 

(901)

 

Foreign currency exchange

 

 

 

 

(7)

 

(7)

 

 

Total Other Income and (Expenses)

 

(42)

 

 

(131)

 

(165)

 

(908)

NET LOSS BEFORE INCOME TAXES

 

(55,613)

 

(7,335)

 

(97,770)

 

(24,460)

 

(163,631)

 

 

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(55,613)

$

(7,335)

$

(97,770)

$

(24,460)

$

(163,631)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Shares Outstanding

 

3,643,478 

 

3,600,000 

 

3,614,493 

 

2,920,652 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss Per Share

$

(0.02)

$

(0.01)

$

(0.03)

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

5





GREENCHOICE INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED January 31, 2013 and 2012

AND FROM THE PERIOD FROM FEBRUARY 9, 2010 (INCEPTION) TO JANUARY 31, 2013

(Unaudited)

 

 

 

 

 

Nine Months Ended January 31, 2013

 

Nine Months Ended January 31, 2012

 

From inception (February 9, 2010) to January 31, 2013

 

 

 

 

 

 

 

 

 

Cash used in operating activities:

 

 

 

 

 

 

 

Net loss

$

(97,770)

$

(24,460)

$

(163,631)

Adjustments to Reconcile Net Loss to

 

 

 

 

 

 

Net Cash Used in  Operating Activities:

 

 

 

 

 

 

Changes in Assets and Liabilities

 

 

 

 

 

 

 

Increase (decrease) in accounts payable

 

1,299 

 

(10,589)

 

8,068 

 

Increase (decrease) in accounts payable - officer

 

22,602 

 

 

 

22,602 

Net cash used in operating activities

 

(73,869)

 

(35,049)

 

(132,961)

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

Sale of common stock

 

50,000 

 

21,000 

 

86,000 

 

Loans from stockholders

 

25,781 

 

14,049 

 

48,873 

Net Cash Provided by Financing Activities

 

75,781 

 

35,049 

 

134,873 

Net Increase in Cash and Cash Equivalents

 

1,912 

 

 

1,912 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents - Beginning

 

 

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents - End

$

1,912 

$

$

1,912 

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

Cash paid for interest

$

$

$

 

Cash paid for income taxes

$

$

$

 

 

 

 

 

 

 

 

 

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

 


6


GREENCHOICE INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 2013


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

The unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual financial statements and notes.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.  It is suggested that these financial statements be read in conjunction with the April 30, 2012 audited financial statements and the accompanying notes thereto.  While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

These unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.

GreenChoice International, Inc. (the Company) was incorporated on February 9, 2010 under the laws of the State of Nevada.  The business purpose of the Company is to market prefabricated log cabin type homes in countries outside North America.  The Company has selected April 30 as its fiscal year end.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is considered to be in the development stage as defined in ASC 915-10-20, “Development Stage Entity.”    The Company is devoting substantially all of its efforts to the execution of its business plan.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America may require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.  There are no such estimates included in these financial statements.

Cash and Cash Equivalents

Cash and cash equivalents consists principally of currency on hand, demand deposits at commercial banks, and liquid investment funds having a maturity of three months or less at the time of purchase.  The Company had cash and cash equivalents of $1,912 as of January 31, 2013 but none as of April 30, 2012.

Start-up Costs

In accordance with ASC 720-15-25, “Start-up Activities,” the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Common Stock Issued For Other Than Cash

Services purchased and other transactions settled in the Company's common stock are recorded at the estimated fair value of the stock issued if that value is more readily determinable than the fair value of the consideration received.



7




Net Income or (Loss) Per Share of Common Stock

The Company follows financial accounting standards which provide for “basic” and “diluted” earnings per share.  Basic earnings per share is computed by dividing income or loss available to common shareholders by the weighted average shares outstanding for the period.  Diluted earnings per share reflects the potential dilution due to other securities outstanding which could affect the number of shares upon exercise.  The Company has no potentially dilutive securities such as options, warrants, or convertible bonds currently issued and outstanding.  Consequently basic and diluted shares are the same, as presented in the Statements of Operations and Comprehensive Loss.

Recently Enacted Accounting Standards

In June 2009 the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants.  

Modifications to the ASC are accomplished by the issuance of Accounting Standards Updates (“ASU’s”).  The Company has evaluated ASU’s through No. 2013-03.  None of the updates for the period have applicability to the Company or their effect on the financial statements would not have been significant.

Office Space and Labor

The Company’s sole Officer and Director will provide the labor required to execute the business plan and supply the necessary office space and facilities during the initial period of operations.  The Company will recognize the fair value of services and office space so provided as contributed capital in accordance with ASC 225-10-S99-4.  From inception (February 9, 2010) through January 31, 2013, the fair value of services and office space provided are estimated to be nil.

NOTE 3 - PROVISION FOR INCOME TAXES

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes.  Deferred taxes are provided in the financial statements under ASC 740-10-65-1 to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods  and allowances based on the income taxes expected to be payable in future years.  Minimal development stage deferred tax assets arising as a result of net operating loss carry-forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.  Operating loss carry-forwards generated during the period from February 9, 2010 (date of inception) through January 31, 2013 of approximately $163,631 will begin to expire in 2031.  Using an estimated rate of 35%, deferred tax assets of approximately $57,271 were offset by the valuation allowance.

The Company has no tax positions at January 31, 2013 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense.  During the period from February 9, 2010 (inception) to January 31, 2013 the Company recognized no income tax related interest and penalties.  The Company had no accruals for income tax related interest and penalties at January 31, 2013.  All tax years starting from 2010 are open for examination.  

NOTE 4 - STOCKHOLDERS’ DEFICIT

As of January 31, 2013 the Company has 100,000,000 shares of common stock authorized, par value of $.001 per share, with 3,766,667 shares issued and outstanding.

The following details the stock transactions for the Company:




8




On February 10, 2010 the Company authorized the sale of 1,500,000 shares of its common stock to its founding president for $.01 per share for a total of $15,000 cash to provide initial working capital. The stock subscription was fully paid as of June 11, 2010.


On May 18, 2011 the Company received paid subscriptions for 500,000 shares at $0.01 per share for a total of $5,000. The proceeds were used for administrative expenses.


On July 14, 2011 the Company received paid subscriptions for another 500,000 shares at $0.01 per share for $5,000 which was used for administrative expenses. During August, September, and October 2011, the Company sold 1,100,000 shares at $0.01 per share for proceeds of $11,000 to be used for administrative expenses.


The offering included in the Company’s S-1 filing is closed and all certificates were issued as of October 31, 2011.


On January 2, 2013, the Company issued a total of 166,667 shares of common stock to one private investor for cash in the amount of $0.30 per share for a total of $50,000.


NOTE 5 - LOANS FROM STOCKHOLDERS


The Company’s former President and former sole director along with another stockholder have advanced funds for organizational and administrative expenses.  The total of these advances as of January 31, 2013, is $48,873.  The loans are unsecured and payable on demand.  Consequently, the loans are reported as current liabilities.

NOTE 6 - FOREIGN CURRENCY TRANSLATION

Since the Company operates in Canada there is potential for transactions in Canadian dollars.  From inception, the only transactions were $7 net expense from conversion of Canadian currency paid for stock.  Assets and liabilities, if denominated in Canadian dollars, are revalued to United States dollars as of the reporting date.  The effect of such change in exchange rates is reported as a Cumulative Currency Translation Adjustment and included in Other Comprehensive Gains or (Losses) which, to date, have been nominal.

NOTE 7 - GOING CONCERN

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.  The Company has incurred an operating deficit since its inception, is in the development stage and has generated no operating revenue. These items raise substantial doubt about the Company’s ability to continue as a going concern.  In view of these matters, realization of the assets of the Company is dependent upon the Company’s ability to meet its financial requirements through equity financing and the success of future operations.  These financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

NOTE 8 - RELATED PARTY TRANSACTIONS

During the nine months ended January 31, 2013, the Company’s President rendered invoices of $37,602 to the Company for Consulting Services. The President received $15,000 during the nine months ended January 31, 2013, leaving an unpaid balance of $22,602, shown on the balance sheet as accounts payable –officer.

NOTE 9 - SUBSEQUENT EVENTS

The Company has evaluated events through the date the financial statements were issued.  There are no subsequent events required to be reported.



9




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION


FORWARD-LOOKING STATEMENTS


Forward-Looking Statements


This quarterly report contains forward-looking statements.  These forward-looking statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled  “Risk Factors”, that may cause our company’s 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.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance 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.


Our interim financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our interim financial statements and the related notes that appear elsewhere in this quarterly report.


In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars.  All references to “common shares” refer to the common shares in our capital stock.  As used in this quarterly report, the terms “we”, “us” and “our” refer to GreenChoice International, Inc.


Overview


We were incorporated in the State of Nevada as GreenChoice International, Inc. on February 9, 2010.  Our fiscal year end is April 30.  We are a start-up stage company still in the development stage.  We are a company without revenues; we have minimal assets and have incurred losses since inception.  GreenChoice intends to market prefabricated log cabin style housing components to the Asian market.  We will do this by establishing relationships with firms in Asia that are already established and successful in the housing construction industry.


GreenChoice is building a business as a marketer or reseller of log cabin style pre-fabricated buildings and peeled and sized logs.  What we are referring to as  pre-fabricated log cabin style buildings will include all wood and wood products necessary to build the floor(s), outer log shell, wood partition materials, the wood roof structure, deck and wood shingles.  We use the term pre-fabricated because all materials supplied by the Company will arrive at the building site in a substantially completed form ready for final fitting and assembly.


GreenChoice will not be responsible for concrete footings, grade beams or foundations of any type.  Nor will the Company be responsible for supplying plumbing, heating, air conditioning, ventilation, electrical, windows, doors, floor coverings or finishing materials of any type.  Interior finishing options will be the responsibility of the customer.  Provision of the building lot, permits, government approvals or licenses, sewer, water or other services or utilities, insurance and all on-site labor will not be the responsibility of GreenChoice.


We intend to build working relations with established construction firms in Asia to make these North American designed and fabricated structures and peeled and sized logs available to the Asian market.  The former President, Merlyn Kirk, has relatives, family friends and business contacts that live, work and do business in Asia.  He intends to use these contacts to help build his own network and establish the GreenChoice brand in Asia.  Mr. Kirk plans on using his existing network of Asian contacts to identify builders groups and trade associations, as well as a list of construction companies that have experience with wood frame construction.  After further research and communications with these contacts, the Company intends to develop a short list of organizations and individuals with whom to meet directly.  The Company expects to have meetings scheduled with potential commercial customers by the end of the current calendar year.  Mr. Kirk plans on traveling to Asia in 2013 to meet commercial customers, build working relations and introduce the GreenChoice brand.  The Company also expects to secure a supplier, develop its website and create printed promotional materials by the end of 2013.


At present, GreenChoice does not have an agreement with a North American manufacturer to supply logs, log house components or pre-fabricated structures.  Our former President, through his Canadian company doing



10




business as Summit Log Homes, has a longstanding working relationship with a North American supplier.  GreenChoice intends to purchase its raw materials from this or one of the other many suppliers with whom the former President is familiar.  The products typically available from North American suppliers are substantially complete and require only a limited amount of final fitting to be completed on site.  Due to the nature and characteristics of log cabin components, pre-fabrication does not involve the pre-fabrication of wall units or roof trusses, as is the case with conventional wood frame building components.  Rather, the logs are milled to a standardized diameter and length at the factory, and then sent to the construction site where the final fitting, milling and placement occurs.  Detailed work such as finalizing window, door and room sizes is also completed as part of the on-site milling and finishing process.  Putting together the pre-fabricated package at the log suppliers’ facility involves gathering and assembling properly sized logs and sending these stock sized logs to the construction site for assembly.  The pre-fabricated log cabin does not resemble anything close to the conventional pre-fabricated North American home in terms of detail and fine finish.  The log cabin is a rustic structure made of sturdy log components fashioned in a very simple design. The former President has a long standing history and considerable experience in sales and distribution of log buildings in western Canada.  The Company intends to conclude formal discussions with a product supplier by the end of 2013.


GreenChoice will provide a website with a full catalogue, specifications and other information to fully inform potential customers.  While the Company will offer a full range of stock plans built to specification, customers will also be able to make changes or have structures custom designed and built.  The former President has a log display home situated in western Canada.  The Company intends to provide a virtual on-line tour of the home which will be made available on the Company’s website when the website is completed.  The Company expects to have the website operational by the end of 2013.


In the early stages of development, GreenChoice anticipates there will be an opportunity to earn limited revenues from the sale of consulting services to Asian construction and development companies.  The Company expects it will take between one and two years before it will earn revenues from the sale of prefabricated log structures or building components.



RESULTS OF OPERATIONS


Working Capital


 

January 31, 2013

$

April 30, 2012

$

Current Assets

1,912

-

Current Liabilities

79,543

29,861

Working Capital Deficit

77,631

29,861



RESULTS OF OPERATIONS (CONTINUED)


Cash Flows


 

January 31, 2013

$

January 31, 2012

$

Cash Flows from (used in) Operating Activities

(73,869)

(35,049)

Cash Flows from (used in) Financing Activities

75,781

35,049

Cash Flows from (used in) Investing Activities

-

-

Net Increase (decrease) in Cash During Period

1,912

-




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Results of Operations for the Three and Nine Months Ended January 31, 2012 and 2012


The Company’s revenues for the three months ended January 31, 2013 and January 31, 2012 were $0 and $0, respectively; and net losses were $55,613 and $7,335, respectively. For the nine months ended January 31, 2013 as compared to the nine months ended January 31, 2012, total revenues were $0 and $0, respectively, and net losses were $97,770 and $24,460, respectively. The net losses were attributable to operating expenses. The increase was primarily attributable to an increase in accounting, legal fees and administrative expenses appropriate for being a public company. We anticipate incurring further increased expenses and will require additional funding to support our working capital needs.


Results of Operations for the Period from February 9, 2010 (inception of development stage) Through January 31, 2013


The Company’s revenues for the period from February 9, 2010 (inception of development stage) through January 31, 2013 were $0. Operating expenses for the period from February 9, 2010 (inception of development stage) through January 31, 2013 were $162,724 while the net loss for the period was $163,631.  Operating expenses consist primarily of organization expenses, taxes and licenses, accounting fees, legal fees and administrative expenses appropriate for being a public company.


Liquidity and Capital Resources


As at January 31, 2013, the Company had a cash balance and asset total of $1,912 and $1,912, respectively, compared with $0 and $0 of cash and total assets, respectively, as at April 30, 2012.


As at January 31, 2013, the Company had total liabilities of $79,543 compared with $29,861 as at April 30, 2012.


The overall working capital deficit increased from $29,861 at April 30, 2012 to $77,631 at January 31, 2013.


Cashflow from Operating Activities


During the nine months ended January 31, 2013, cash used in operating activities was $73,869 compared to $35,049 for the nine months ended January 31, 2012.


Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.


Future Financings


We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other 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 financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.


Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. 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, the disclosure of contingent assets and



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liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.


We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.


Recently Issued 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.


ITEM 3. 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 under this item.


ITEM 4. CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").


Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of January 31, 2013.


Changes in Internal Control over Financial Reporting


There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS


We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


ITEM 1A.  RISK FACTORS


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 under this item.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


1. Quarterly Issuances:


On January 2, 2012, the Company, closed a private placement of 166,667 common shares at $0.30 per share for a total offering price of $50,000. The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by one non-U.S. person.


2. Subsequent Issuances:


Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4. MINE SAFETY DISCLOSURES


Not Applicable.


ITEM 5. OTHER INFORMATION


Not Applicable.


 

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ITEM 6. EXHIBITS



Exhibit Number

Description of Exhibit

Filing

3.01

Articles of Incorporation

Filed with the SEC on June 30, 2010 as part of our Registration of Securities on Form S-1

3.02

Bylaws

Filed with the SEC on June 30, 2010 as part of our Registration of Securities on Form S-1

3.02(a)

Amended Bylaws

Filed with the SEC on July 8, 2011 as part of our Current Report on Form 8-K.

10.01

Informal Agreement between the Company and its president Merlyn Kirk

Filed with the SEC on February 9, 2011 as part of our Amended Registration of Securities on Form S-1/A.

16.01

Letter from Former Accountant Child, Van Wagoner & Bradshaw, PLLC dated September 6, 2012

Filed with the SEC on September 10, 2012 as part of our Amended Current Report on Form 8-K/A.

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.

31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

101.INS*

XBRL Instance Document

Filed herewith.

101.SCH*

XBRL Taxonomy Extension Schema Document

Filed herewith.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith.

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

Filed herewith.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith.

 

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.



SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

GREENCHOICE INTERNATIONAL, INC.


Dated: February 19, 2013

 


/s/ Antonio Martinez-Guzman

 

 

ANTONIO MARTINEZ-GUZMAN

 

 

Its: President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer



In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.


Dated: February 19, 2013


/s/ Antonio Martinez-Guzman

 

By: ANTONIO MARTINEZ-GUZMAN

Its: Director




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