United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: ~~September~~March 3031, ~~2012~~2013

Commission file no.: 000-26703

GREENWORLD DEVELOPMENT INC.

(Name of Registrant in its Charter)

(Name of Small Business Issuer in its Charter)

Nevada		98-0206030
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

3107 Stirling Road, Suite 201
Ft. Lauderdale, FL		33312
(Address of principal executive offices)		(Zip Code)

Nevada		98-0206030
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
2101 Vista Parkway, Suite 4022
West Palm Beach, FL		33411
(Address of principal executive offices)		(Zip Code)

Issuer's telephone number: (954) 374-0555

Issuer's telephone number: (561) 939-4890

Securities registered under Section 12(b) of the Act:

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

Securities registered under Section 12(g) of the Act:

Common Stock, $0.00005 par value per share

Common Stock, $0.0001 par value per share

(Title of class)

Copies of Communications Sent to:

Indicate by Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 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). x Yes o No

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 reporting company 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 o

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 ~~September~~June 3012, ~~2012~~2013, there were 93,641,454 shares of voting stock of the registrant issued and outstanding.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4
Item 4.	Controls and Procedures	5

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	6
Item 1A.	Risk Factors	6
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	6
Item 3.	Defaults Upon Senior Securities	6
Item 4.	Mine Safety Disclosures	6
Item 5.	Other Information	6
Item 6.	Exhibits	6

SIGNATURES		7

PART I

ITEM 1.

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

Balance Sheets	F-2
Condensed Consolidated Balance Sheets	F-2
Statements of Operations	F-3
Condensed Consolidated Statements of Comprehensive Loss	F-3
Statements of Cash Flows	F-4
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	F-4
Notes to Financial Statements	F-5
Condensed Consolidated Statements of Cash Flow	F-5
Notes to Condensed Consolidated Financial Statements	F-6

F-1

~~Greenworld~~GREENWORLD ~~Development~~DEVELOPMENT, ~~Inc.~~INC AND SUBSIDIARIES

~~Consolidated~~(A ~~Balance~~DEVELOPMENT ~~Sheet~~STAGE ENTITY)

	September 30, 2012			December 31, 2011
ASSETS
CURRENT ASSETS
Cash	$	9,225		$	1,212
Total current assets		9,225			1,212
PROPERTY AND EQUIPMENT (NET)		199			798
OTHER ASSETS
Property lease holding		1,107,657			1,103,354
Deferred expenses		717,698			714,910
Other assets		1,250			1,290
Total other assets		1,826,605			1,819,554
Total Assets	$	1,836,029		$	1,821,564
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	374,073		$	315,237
Note payable		148,000			111,000
Total current liabilities		522,072			426,237
Total Liabilities		522,072			426,237
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 50,000,000 and 10,000 shares authorized, 0 issued and outstanding		0			0
Common stock, $0.001 and $0.00005 par value, authorized 300,000,000 and 93,641,454 shares; 87,241,457 issued and outstanding		93,641			87,241
Additional paid-in capital		1,901,313			1,901,313
Accumulated comprehensive income (loss)		50,931			(22,001
Deficit accumulated during the development stage		(731,928	)		(615,228
Total stockholders’ equity		1,313,957			1,395,327
Total Liabilities and Stockholders’ Equity	$	1,836,029		$	1,821,564

CONDENSED CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of the financial statements

	March 31,			December 31,
	2013			2012
ASSETS	(Unaudited)			(Audited)

CURRENT ASSETS:
Cash	$	49,088		$	58
Total Current Assets		49,088			58

OTHER ASSETS:
Other assets		40			40
Total Other Assets		40			40

TOTAL ASSETS	$	49,128		$	98

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Current portion of notes payable	$	269,262		$	-
Accounts payable and accrued liabilities		108,971			74,679
Accounts payable - related parties		260,662			318,528
Accrued interest payable		23,134			12,126
Derivative liability		76,027			74,388
Total Current Liabilities		738,056			479,721

LONG-TERM LIABILITIES:
Notes payable, net of current portion		61,668			49,334

TOTAL LIABILITIES		799,724			529,055

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.00001 par value; 50,000,000 shares authorized,
0 shares issued and outstanding at March 31, 2013 and
December 31, 2012		-			-
Common stock, $.00005 par value; 300,000,000 shares authorized,
93,641,454 shares issued and outstanding
at March 31, 2013 and December 31, 2012		4,682			4,682
Additional paid in capital		2,515,872			2,515,872
Accumulated other comprehensive loss		(56,105	)		(68,303	)
Deficit accumulated during the development stage		(3,215,045	)		(2,981,208	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(750,595	)		(528,957	)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	49,128		$	98

See accompanying notes to the condensed consolidated financial statements.

F-2

~~Greenworld~~GREENWORLD ~~Development~~DEVELOPMENT, ~~Inc.~~INC AND SUBSIDIARIES

~~Consolidated~~(A ~~Statements~~DEVELOPMENT ofSTAGE ~~Operations~~ENTITY)

~~The~~CONDENSED ~~Three~~CONSOLIDATED ~~and~~STATEMENTS ~~Nine~~OF ~~Months~~COMPREHENSIVE ~~Ended September 30,~~LOSS

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012			December 15, 1997 (Date of Inception) to March 31, 2013
	2012			2011			2012			2011
Revenue	$	-		$	-		$	-
REVENUES	$	0		$	0		$	0		$	0
Operating expenses:
OPERATING EXPENSES:
General and administrative expenses		173,105			17,536			751,633
General and administrative expenses		16,850			(5,124)			47,160			51,802
Professional fees		35,750			24,731			279,054
Professional fees		3,372			27,298			61,714			66,463
Total operating expenses		208,855			42,267			1,030,687
Total expenses		20,222			22,174			108,874			118,265
Loss from operations		(208,855	)		(42,267	)		(1,030,687	)
Interest expense		4,997			22,977			7,826			44,331
Other income (expenses):
Net income (loss)		(25,219	)		(45,151	)		(116,700	)		(162,596	)
Interest expense,including amortization of discount on notes payable of $12,334		(23,342	)		-			(352,530	)
Other comprehensive income (loss)
Loss on fair value adjustment of derivative liability	$	(1,639	)		-		$	(1,639	)
Foreign currency translation gain (loss)		-0-			40,313			-0-			124,215
Proportionate share in loss of investee company		-			-			(1,830,189	)
Comprehensive income (loss)	$	(25,219	)	$	(4,838	)	$	(116,700	)		(38,381	)
Total other income (expenses)		(24,981	)		-			(2,184,358	)
Income (loss) per weighted average common share	$	(0.00		$	(0.00	)	$	(0.00	)		(0.00
Net loss		(233,836	)		(42,267	)		(3,215,045	)
Number of weighted average common shares outstanding		93,641,454			46,617,120			91,508,121			46,617,120
Other comprehensive income (loss):
Currency translation adjustments		12,198			-			(56,105	)
Total comprehensive loss	$	(221,638	)	$	(42,267	)	$	(3,271,150	)
Basic and diluted loss per share	$	0.00		$	0.00
Basic and diluted weighted average number of shares outstanding		93,641,454			87,241,457

~~The~~See accompanying notes ~~are~~to anthe ~~integral~~condensed ~~part~~consolidated ~~of the~~ financial statements.

F-3

~~Greenworld~~GREENWORLD ~~Development~~DEVELOPMENT, ~~Inc.~~INC AND SUBSIDIARIES

~~Consolidated~~(A ~~Statements~~DEVELOPMENT ofSTAGE ~~Cash Flows~~ENTITY)

~~For~~CONDENSED ~~the~~CONSOLIDATED ~~Nine~~STATEMENTS ~~Months~~OF ~~Ended~~STOCKHOLDERS' ~~September~~EQUITY ~~30,~~(DEFICIT)

	2012			2011
									Deficit
CASH FLOWS FROM OPERATING ACTIVITIES:
									Accumulated			Accumulated
Net loss	$	(116,700	)	$	(162,596	)
							Additional		During The			Other			Total
Adjustments to reconcile net loss to net cash used by operating activities:
	Number of			Common			Paid-In		Development			Comprehensive			Stockholders'
Amortization of beneficial conversion feature discount		-			27,173
	Shares			Stock			Capital		Stage			Income (Loss)			Equity (Deficit)
Changes in operating assets and liabilities
BEGINNING BALANCE, January 1, 2005		16,617,230		$	831		$	415,256	$	(292,280	)	$	-		$	123,807
(Increase) decrease in deferred expenses		2,788			-0-
Net loss					-			-		(187,537	)		-			(187,537	)
Increase (decrease) in accounts payable - trade		58,836			68,964
BALANCE, December 31, 2005		16,617,230			831			415,256		(479,817	)		-			(63,730	)
Increase (decrease) in accrued interest expense		-0-			17,158
Beneficial Conversion Feature Discount		-			-			-		15,000			-			15,000
Net cash provided (used) by operating activities		(55,076)			(49,301	)
Net loss		-			-			-		(79,450	)		-			(79,450	)
CASH FLOWS FROM INVESTING ACTIVITIES:
BALANCE, December 31, 2006		16,617,230			831			415,256		(544,267	)		-			(128,180	)
Purchase of fixed assets		-			-0-
Beneficial Conversion Feature Discount					-			-		59,609			-			59,609
Net cash provided (used) by investing activities		-			-0-
Net loss					-			-		(78,730	)		-			(78,730	)
CASH FLOWS FROM FINANCING ACTIVITIES:
BALANCE, December 31, 2007		16,617,230			831			415,256		(563,388	)		-			(147,301	)
Proceeds from stockholder loan payable		0			0
Beneficial Conversion Feature Discount					-			-		35,001			-			35,001
Proceeds from note payable		37,000			46,250
Net loss					-			-		(91,093	)		-			(91,093	)
Net cash provided by financing activities		37,000			46,250
BALANCE, December 31, 2008		16,617,230			831			415,256		(619,480	)		-			(203,393	)
Effects of exchange rates on cash		26,089			(2,131)
Beneficial Conversion Feature Discount					-			-		50,000			-			50,000
Net increase (decrease) in cash		8,013			(5,182	)
Net loss					-			-		(117,331	)		-			(117,331	)
CASH, beginning of period		1,212			13,001
BALANCE, December 31, 2009		16,617,230			831			415,256		(686,811	)		-			(270,724	)
CASH, end of period	$	9,225		$	7,819
Reverse acquisition		30,000,000			1,500			1,161,789		634,391			-			1,797,680
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Foreign currency translation adjustment													(78,810	)		(78,810	)
Non-Cash Financing Activities:
Beneficial Conversion Feature Discount					-			-		35,000			-			35,000
Exchange of assets for reduction in notes payable	$	0		$	0
Net loss					-			-		(219,572	)		-			(219,572	)
BALANCE, December 31, 2010		46,617,230			2,331			1,577,045		(236,992	)		(78,810	)		1,263,574
Shares issued to settle debt and interest expense		22,324,224			1,116			400,722		-			-			401,838
Stock issued for non-employee compensation		14,300,000			715			6,585		-			-			7,300
Stock issued for acquisition		4,000,000			200			(160		-			-			40
Foreign currency translation adjustment										-			(17,691	)		(17,691	)
Net loss					-			-		(259,734	)		-			(259,734	)
BALANCE, December 31, 2011		87,241,454			4,362			1,984,192		(496,726	)		(96,501	)		1,395,327
Stock issued for non-employee compensation at $.06 per share		6,400,000			320			383,680		-			-			384,000
Beneficial Conversion Feature on Convertible Note								148,000								148,000
Foreign currency translation adjustment					-			-		-			28,198			28,198
Net loss					-			-		(2,484,482	)		-			(2,484,482	)
BALANCE, December 31, 2012		93,641,454			4,682			2,515,872		(2,981,208	)		(68,303	)		(528,957	)
Foreign currency translation adjustment					-			-		-			12,198			12,198
Net loss					-			-		(233,836	)		-			(233,836	)
BALANCE, March 31, 2013		93,641,454		$	4,682		$	2,515,872	$	(3,215,044	)	$	(56,105	)	$	(750,595	)

~~The~~See accompanying notes ~~are~~to anthe ~~integral~~condensed ~~part~~consolidated ~~of the~~ financial statements.

F-4

GREENWORLD DEVELOPMENT, INC. AND SUBSIDIARIES

~~NOTES~~(A TODEVELOPMENT ~~CONSOLIDATED~~STAGE ~~FINANCIAL STATEMENTS~~ENTITY)

~~Note~~CONDENSED 1CONSOLIDATED ~~- SUMMARY~~STATEMENTS OF ~~SIGNIFICANT~~CASH ~~ACCOUNTING POLICIES~~FLOWS

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 Dublin, Ireland. The Company reincorporated from Delaware in June 2010.

	Three Months Ended			Three Months Ended			December 15, 1997 (Date of Inception)
	March 31,			March 31,			to March 31,
	2013			2012			2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(233,836	)		(42,267	)	$	(3,215,045	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation		-			-			2,367
Stock issued for compensation		-			-			391,300
Amortization of loan discount		12,334			107,717			221,278
Proportionate share in loss of investee company		-						1,830,189
Changes in operating assets and liabilities:
Other assets		-			-			(40	)
Accounts payable and accrued liabilities		34,292			-			108,971
Accounts payable - related parties		(57,866	)		(8,660	)		260,662
Deferred expenses		-			(31,403	)		-
Derivative liability		1,639			-			76,027
Accrued interest payable		11,008			-			23,135
Net cash (used in) provided by operating activities		(232,429	)		25,387			(301,156	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Ownership interest in investee company		-			-			(98,850	)
Purchase of property and equipment		-			(31,026	)		(2,367	)
Net cash (used in) investing activities		-			(31,026	)		(101,217	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable		269,261			17,000			507,566
Net cash provided by financing activities		269,261			17,000			507,566

Effects of exchange rate on cash		12,198			4,580			(56,105	)

NET INCREASE IN CASH		49,030			15,941			49,088
CASH, BEGINNING OF PERIOD		58			1,212			-
CASH, END OF PERIOD	$	49,088		$	17,153			49,088

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
AND INVESTING TRANSACTIONS:
Discount on convertible notes payable	$	-		$	-		$	148,000
Conversion of notes payable and accrued interest to common stock	$	-		$	-		$	401,838
Stock issued for acquisitions	$	-		$	-		$	1,797,720

~~Greenworld~~See ~~Development~~accompanying ~~Inc.~~notes was incorporated on December 15, 1997 in Delaware as AlphaCom Corporation. Previously, we were a subsidiary of Lingo Media Inc. ("LMI") (formerly Alpha Communications Inc.) located at 151 Bloor Street West, Suite 890, Toronto, Ontario, M5S 1S4. We changed our name in March 2003 to ~~TVE Corporation and in July 2004 to Echo Resources, Inc. In September 2000, we commenced trading on~~ the ~~Over-The-Counter~~condensed ~~Bulletin~~consolidated ~~Board under the symbol "AHMC", our symbol was changed to "ALHO" as of March 7, 2003 due to a 1:25 reverse stock split and was later changed in March 2003 to "TVEO" due to a name change~~financial statements.

In July 2004, the Company affected a forward 2 for 1 stock split by way of a stock dividend, and officially changed its name to Echo Resources, Inc.

In the third quarter 2009 we changed our name to Fortress Exploration, Inc and the Company reincorporated from Delaware to Nevada in June 2010. On June 14, 2010, we changed our name to Greenworld Development Inc.

On April 30, 2010 we entered into an agreement to acquire 100% of the ownership interests of Greenworld International Resources, Ltd. (GIR), a company formed under the laws of the Republic of Ireland. Pursuant to this agreement, we issued 30,000,000 shares of our common stock to those owners. This resulted in a change of control to the present controlling shareholders and also resulted in previous management resigning in favor of current management. In conjunction with the agreement, we also undertook a 3-1 forward split of our common stock which became effective on August 20, 2010.

In April 2011, the Company entered into an agreement to acquire 50% of Getting Green Solutions, LLC, (GGS), an entity located in Georgia. The Company was to issue 11,000,000 shares in exchange for the member ship interests in GGS, which develops a waste tire to energy technology. The 11,000,000 shares were never issued and subsequently, we and GGS determined that the Agreement needed to be modified. As a result, on or about October 1, 2011, the Company entered into an Amended and Restated Agreement for the share exchange pursuant to which the Company issued 4,000,000 of its restricted common stock in exchange for a 100% interest in GGS. GGS now functions as the company’s US R&D and business development unit. On April 20, 2012 GGS changed its name to Greenworld USA LLC.

F-5

GREENWORLD DEVELOPMENT, INC. AND SUBSIDIARIES

~~NOTES~~(A TODEVELOPMENT ~~CONSOLIDATED~~STAGE ~~FINANCIAL STATEMENTS~~ENTITY)

InNOTES ~~September~~TO ~~2011,~~CONDENSED weCONSOLIDATED ~~signed~~FINANCIAL an MOU to acquire 76% of W2R Ltd (a UK company) which has the operating license for waste tire disposal on a 3 acre site in Warsop, Nottinghamshire, UK. The remaining 24% shareholders are the freehold owners of the site. We have an option to acquire the freehold. W2R’s current waste transfer and treatment license allows for the processing of 2 million waste tires per annum. We anticipate completing this acquisition in the fourth quarter 2012, and subject to planning, the company plans to redevelop the site to install a carbon emission neutral (clean tech) waste tyre2energy/tyre2renewable plant, which will be the Company’s first UK Energy Centre. The Company anticipates that it will be producing in the UK 80MW within 5 years. We now anticipate completing this acquisition in the fourth quarter of this year, but there is, however, no guarantee that we will be able to finalize the agreement and commence operations on this project. Furthermore, even if we do commence these operations, there is no assurance that they will be profitable.STATEMENTS

InNote ~~December~~1 ~~2011~~– ~~GDI~~COMPANY ~~entered~~BACKGROUND ~~into~~AND aNATURE ~~Framework~~OF Agreement with Georgia based Green Mountain Management LLC, the owner of a 1522 acre landfill site in Alabama The framework agreement has now expired. The company is in ongoing negotiations for an equity funding line of approximately $60 M. Subject to the completion and drawdown of the facility, the company will seek reaffirmation of the terms completed in the framework agreement. There is however no guarantee that we will be able to finalize the funding agreement.BUSINESS

OnGreenworld ~~April~~Development ~~30,~~Inc. ~~2012~~ (“the Company”) ~~entered~~is ~~into~~ a ~~Binding~~development ~~Framework~~stage ~~Agreement~~entity ~~with~~and ~~Nature’s~~is ~~Earth~~primarily ~~Pellets~~engaged ~~NC, LLC, a Limited Liability Company located~~ in ~~Laurinburg,~~the ~~North~~development ~~Carolina~~and ~~(“NEP”). This~~operation ~~agreement has now expired without any liability on the part~~ of ~~the~~waste ~~Company.~~to ~~However,~~energy ~~the~~and ~~company~~waste ~~remains~~to ~~confident~~renewable ~~that~~project ~~once~~opportunities ~~the~~situated ~~equity~~within ~~funding negotiations are finalized, and drawdown is available, that~~ the ~~company~~European ~~can~~Union ~~re-enter~~member ~~and complete acquisitions of US biomass/wood pellet plants~~states.

InThe ~~September~~condensed ~~2012,~~consolidated ~~GIR~~financial ~~entered~~statements ~~into~~include anthe ~~agreement~~accounts ~~with~~of 4Greenworld ~~Front~~Development, ~~Contracts Management Ltd~~Inc., anand ~~active~~its ~~revenue~~wholly-owned ~~producing~~subsidiaries, ~~Irish~~Greenworld ~~incorporated~~USA ~~logistics~~LLC and ~~engineering~~Greenworld ~~company~~International toResources ~~support~~Ltd. (the ~~logistical and engineering requirements of the project pipeline~~Company). All Weintercompany ~~anticipate~~accounts ~~that~~and ~~GIR~~transactions ~~will~~have ~~complete~~been ~~this~~eliminated ~~acquisition~~ in ~~the fourth quarter of 2012~~consolidation.

FAs the Company reported in its 8-6K filed with the SEC on February 20, 2013, which 8-K is hereby incorporated by reference, in January 2013, GIR entered into an agreement to acquire 100% of 4Front Contracts Management Ltd. (“4Front”), a revenue producing business focused on logistics, project, and asset and contracts management with a team of experienced engineers, able to deliver large CAPEX projects, to facilitate ‘in house’ services. Completion of the Share Purchase Agreement is scheduled for the second quarter 2013, in consideration of €400,000 ($664,000) and 4,500,000 shares of the Company’s common stock, subject to funding being available. 4Front is a corporation organized under the laws of the Republic of Ireland and has historical revenues of approximately €1,500,000 ($2,490,000).

~~GREENWORLD~~Note ~~DEVELOPMENT INC~~2. GOING CONCERN CONSIDERATION

~~NOTES~~The TOaccompanying ~~CONSOLIDATED~~financial ~~FINANCIAL~~statements ~~STATEMENTS~~have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At March 31, 2013, we had an accumulated deficit of $3,215,045 and a working capital deficit of $688,968. During the quarter ended March 31, 2013, we incurred a net loss of $233,836. We had no significant revenues or earnings from operations. We will in all likelihood continue to sustain operating expenses without corresponding revenues. This may result in us incurring a net operating loss, which will increase continuously unless and until we can achieve meaningful revenues.

OnThese ~~September~~factors 1,raise ~~2011,~~substantial ~~the~~doubt ~~Registrant’s~~about ~~Board~~the ability of ~~Directors~~the ~~approved~~Company to continue as a ~~resolution~~going ~~for~~concern. The financial statements do not include any adjustments that might result from the ~~issuance~~outcome of ~~the~~these ~~following~~uncertainties. In ~~shares~~this ofregard, ~~the~~management ~~Registrant’s~~is ~~restricted~~planning to raise any necessary additional funds through loans and additional sales of its common stock. ~~for~~There is no assurance that the ~~consideration~~Company ~~listed~~will be successful in raising additional capital.

NAME	NUMBER OF SHARES/CONSIDERATION FOR ISSUANCE
Leo J. Heinl	2,400,000	Board appointment and in lieu of salary valued at $2,400.
Niall Shanahan	2,400,000	Board appointment and in lieu of salary valued at $2,400.
Wolfgang H. Heinl	2,000,000	Appoint to Board of Greenworld International Services, Ltd and in lieu of salary valued at $2,000.
Sinead Heinl	500,000	In lieu of salary for services provided valued at $500.

The Company's ability to meet its obligations and continue as a going concern is dependent upon its ability to obtain additional financing, and achievement of profitable operations. Although the Company plans to pursue additional financing, there can be no assurance that the Company will be able to secure financing when needed or to obtain such financing on terms satisfactory to the Company, if at all.

InNote April 2011, the Company entered into an agreement to acquire 50% of Getting Green Solutions, LLC, (GGS), an entity located in Georgia. The Company was to issue 11,000,000 shares in exchange for the member ship interests in GGS, which owns a patented waste tire to energy technology. GGS is developing a demonstrator plant in Ohio, through a sister company. The 11,000,000 shares were never issued and subsequently, we and GGS determined that the Agreement needed to be modified. As a result, on or about October 1, the Company entered into an Amended and Restated Agreement for the share exchange pursuant to which the Company issued 4,000,000 of its restricted common stock in exchange for a 100% interest in GGS. On April 20, 2012 GGS changed its name to Greenworld USA LLC. On October 3, ~~2011, we~~- SUMMARY ~~issued~~OF aSIGNIFICANT ~~total of 22,324,334~~ACCOUNTING shares of our common stock in consideration of Confederated Finance Corporation canceling its debt to the Company in the amount of $401,838. The Shares were issued in reliance upon the exemptions provided by Section 4(2) of the Securities Act of 1933, as amendedPOLICIES

Basis of Presentation

~~The~~These ~~Company~~unaudited ~~prepares its~~ condensed consolidated financial statements have been prepared in accordance with ~~accounting~~the ~~principles~~instructions ~~generally~~to ~~accepted~~Form 10-Q for interim financial reporting pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). While these statements reflect all normal recurring adjustments that are, in the ~~United~~opinion ~~States~~of management, necessary for fair presentation of ~~America~~the results of the interim period, they do not include all of the information and footnotes required by U. ~~Significant~~S. generally accepted accounting ~~policies~~principles ~~are~~(U. asS. ~~follows:~~GAAP) for complete financial statements. Therefore, the interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s annual report filed on Form 10-K for the fiscal year ended December 31, 2012.

F-6

GREENWORLD DEVELOPMENT, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE ENTITY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Use of Estimates

The preparation of ~~condensed~~consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the ~~condensed~~consolidated financial statements are ~~published~~issued, and (iii) the reported amount of ~~net sales and~~ expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of ~~condensed~~consolidated financial statements; accordingly, actual results could differ from these estimates.

These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of year ended or less to be cash equivalents. Cash equivalents include cash on hand and cash in the bank.

F-7

GREENWORLD DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment

Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using principally the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized thereon. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized.

The range of estimated useful lives used to calculate depreciation for principal items of property and equipment are as follow:

Asset Category		Depreciation/ Amortization Period
Furniture and Fixture		3 Years
Office equipment		3 Years
Leasehold improvements		5 Years

Property Evaluations

Management of the Company will periodically review the net carrying value of its properties on a property-by-property basis. These reviews will consider the net realizable value of each property to determine whether a permanent impairment in value has occurred and the need for any asset write-down. An impairment loss will be recognized when the estimated future cash flows (undiscounted and without interest) expected to result from the use of an asset are less than the carrying amount of the asset. Measurement of an impairment loss will be based on the estimated fair value of the asset if the asset is expected to be held and used.

Although management will make its best estimate of the factors that affect net realizable value based on current conditions, it is reasonably possible that changes could occur in the near term which could adversely affect management's estimate of net cash flows expected to be generated from its assets, and necessitate asset impairment write-downs.

Asset retirement obligations

The Company plans to recognize liabilities for statutory, contractual or legal obligations, including those associated with the reclamation of properties and any plant and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, a liability for an asset retirement obligation will be recognized at its fair value in the period in which it is incurred. Upon initial recognition of the liability, the corresponding asset retirement cost will be added to the carrying amount of the related asset and the cost will be amortized as an expense over the economic life of the asset using either the unit-of-production method or the straight-line method, as appropriate. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability will be increased for the passage of time and adjusted for changes to the amount or timing of the underlying cash flows needed to settle the obligation.

F-8

GREENWORLD DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Impairment of Long-Lived Assets

In accordance with ASC Topic 360, long-lived assets, such as property, plant, and equipment, and purchased intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Goodwill and Other Intangible Assets

The Company adopted Statement of Financial Accounting Standard (“FASB”) Accounting Standards Codification (“ASC”) Topic 350 Goodwill and Other Intangible Assets, effective July 1, 2002. In accordance with (“ASC Topic 350”) "Goodwill and Other Intangible Assets," goodwill, which represents the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method, acquired in business combinations is assigned to reporting units that are expected to benefit from the synergies of the combination as of the acquisition date. Under this standard, goodwill and intangibles with indefinite useful lives are no longer amortized. The Company assesses goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events and circumstances indicate impairment may have occurred in accordance with ASC Topic 350. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, the Company records an impairment loss equal to the difference. ASC Topic 350 also requires that the fair value of indefinite-lived purchased intangible assets be estimated and compared to the carrying value. The Company recognizes an impairment loss when the estimated fair value of the indefinite-lived purchased intangible assets is less than the carrying value.

F-9

GREENWORLD DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes

Deferred income taxes are provided based on the provisions of ASC Topic 740, "Accounting for Income Taxes", to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company adopted the provisions of ASC Topic 740; "Accounting For Uncertainty In Income Taxes-An Interpretation Of ASC Topic 740 ("Topic 740"). Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At September 30, 2012, the Company did not record any liabilities for uncertain tax positions.

We have adopted “Accounting for Uncertainty in Income Taxes”. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption of ASC 740-10-25 had no effect on our condensed financial statements.

Concentration of Credit Risk

The Company maintains its operating cash balances in banks in Tampa, Florida. The Federal Depository Insurance Corporation (FDIC) insures accounts at each institution up to $250,000.

F-10

GREENWORLD DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Share-Based Compensation

The Company applies Topic 718 “Share-Based Payments” (“Topic 718”) to share-based compensation, which requires the measurement of the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized when the event occurs. The Black-Scholes option-pricing model is used to estimate the fair value of options granted.

Basic and Diluted Net Loss Per Share

Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted net loss per share for the Company is the same as basic net loss per share, as the inclusion of common stock equivalents would be antidilutive.

Fair Value of Financial Instruments

The Company financial instruments consist primarily of cash, affiliate receivable, settlement receivable, accounts payable and accrued expenses and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows.

The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosure about fair value measurements. The standard provides a consistent definition of fair value, which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based measurements.

F-11

GREENWORLD DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The three-level hierarchy for fair value measurements is defined as follows:

● Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;

● Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable of the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active;

● Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current period presentation for comparative purposes.

Recent Accounting Pronouncements

On January 31, 2013, the FASB issued ASU ~~2011~~2013-055, –Parents ~~Presentation~~Accounting for Cumulative Translation Adjustment upon Derecognition of ~~comprehensive~~Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. Under ASU 2013-5, when: (1) a parent sells an investment in a foreign entity and ceases to have a controlling interest in that foreign entity or a foreign subsidiary disposes of substantially all of its assets or (2) control of a foreign entity is obtained in which it held an equity interest before the acquisition date, the cumulative translation adjustment should be released into net income. ASU 2013-5 is effective prospectively for annual and interim periods beginning January 1, 2014, but early adoption is permitted. The Company does not expect that the adoption of this standard will affect the Company’s results of operations or financial position.

~~ASU~~On ~~2011-05~~February ~~was~~5, 2013, the ~~result~~FASB ofissued aASU ~~joint~~2013-02, ~~project~~Comprehensive ~~with~~Income ~~the~~(Topic ~~IASB~~220): ~~and~~Reporting ~~amends~~of ~~the~~Amounts ~~guidance~~Reclassified inOut ~~ASC~~of ~~220,~~Accumulated Other Comprehensive Income, by(“ASU ~~eliminating~~2013-02”). ASU 2013-02 requires disclosure either on the ~~option~~face of the income statement or in the notes to ~~present~~the ~~components~~financial statements of significant amounts reclassified out of accumulated other comprehensive income ~~(OCI)~~ in ~~the~~their ~~statement~~entirety. ofFor ~~stockholders’~~amounts ~~equity.~~not ~~Instead~~reclassified in their entirety to net income, ~~the~~an ~~new~~entity ~~guidance~~is ~~now~~required ~~requires~~to ~~entities~~cross-reference to ~~present~~other ~~all~~disclosures ~~nonowner~~that ~~changes~~provide inadditional ~~stockholders’~~detail ~~equity~~about ~~either~~those asamounts. aASU ~~single~~2013-02 ~~continuous~~is effective prospectively for annual and interim periods beginning January 1, 2013. The Company will adopt ASU 2013-02 for the quarter ending March 31, 2013. ASU 2013-02 affects financial statement ofdisclosure ~~comprehensive~~only ~~income~~and orits asadoption ~~two~~will ~~separate~~not ~~but~~affect ~~consecutive~~the ~~statements~~Company’s results of operations or financial position.

All entities that report OCI items will be impacted by the changes in this ASU. The components of OCI have not changed, nor has the guidance on when OCI items are reclassified to net income; however, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.

The amendments to ASC 220, Comprehensive Income, included in ASU 2011-05, Presentation of Comprehensive Income, are effective for fiscal years and for interim periods within those fiscal years, beginning after December 15, 2011 (that is, the fiscal year beginning January 1, 2012 for calendar-year entities) for public entities and for interim and annual periods thereafter. The amended guidance must be applied retrospectively and early adoption is permitted.

F-12

GREENWORLD DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ASU 2011-04 – Amendments to achieve common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs

The amendments in ASU 2011-04 do not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820, Fair Value Measurement, including the following revisions:

• The concepts of highest and best use and valuation premise are relevant only for measuring the fair value of nonfinancial assets and do not apply to financial assets and liabilities.

• An entity should measure the fair value of an equity-classified financial instrument from the perspective of the market participant that holds the instrument as an asset.

• An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity’s net risk exposure may apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity’s net, rather than gross, exposure to those risks.

• Premiums or discounts related to the unit of account are appropriate when measuring fair value of an asset or liability if market participants would incorporate them into the measurement (for example, a control premium). However, premiums or discounts related to size as a characteristic of the reporting entity’s holding (that is, a “blockage factor”) should not be considered in a fair value measurement.

The amendments to ASC 820, Fair Value Measurement, included in ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, are effective prospectively for public entities for interim and annual periods beginning after December 15, 2011 (that is, the quarter ending September 30, 2012 for calendar-year entities). Early adoption is not permitted for public entities

ASU 2011-03 – Reconsideration of effective control for repurchase agreements

The amendments to ASC 860-10 included in ASU 2011-03, simplified the accounting for financial assets transferred under repurchase agreements (repos) and similar arrangements, by eliminating the transferor’s ability criteria from the assessment of effective control over those assets as well as the related implementation guidance.

Currently under ASC 860-10-40-24 a transferor must meet four criteria to maintain effective control of securities transferred in a repo and to therefore account for the transfer as a secured borrowing rather than a sale. One of these criteria states that the transferor must be able to either repurchase or redeem the transferred securities on substantially the agreed terms, even if the transferee is in default. This criterion is satisfied only if the transferor has cash or collateral sufficient to fund substantially the entire cost of purchasing replacement securities.

F-13

GREENWORLD DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The amendments in ASU 2011-03 remove this criterion and related implementation guidance from the Codification, thereby reducing the criteria that transferors must satisfy to qualify for secured borrowing accounting and, as a result, likely reducing the number of transfers accounted for as sales.

The amendments to ASC 860-10, Transfers and Servicing, included in ASU 2011-03, Reconsideration of Effective Control for Repurchase Agreements, are effective for both public and nonpublic entities prospectively for new transfers and existing transactions modified as of the first interim or annual period beginning on or after December 15, 2011 (that is, the fiscal year beginning January 1, 2012 for calendar-year entities). Early adoption is not permitted.

ASU 2011-02 - FASB amends creditor troubled debt restructuring guidance

This bulletin discusses ASU 2011-02, which was issued by the FASB to provide creditors with additional guidance in evaluating whether a restructuring of debt is a troubled debt restructuring. The new guidance does not amend the guidance for debtors. It is generally effective for public entities in the quarter ended September 30, 2011.

ASU 2011-01 - Troubled debt restructuring disclosures for public-entity creditors deferred

The FASB issued Accounting Standards Update (ASU) 2011-01, Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20, which temporarily defers the date when public-entity creditors are required to provide the new disclosures for troubled debt restructurings in ASU 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. The deferred effective date will coincide with the effective date for the clarified guidance about what constitutes a troubled debt restructuring, which the Board is currently deliberating. The clarified guidance is expected to apply for interim and annual periods ending after June 15, 2011.

When providing the new disclosures under ASU 2010-20, public entities would be required to retrospectively apply the clarified guidance on what constitutes a troubled debt restructuring to restructurings occurring on or after the beginning of the year in which the proposed clarified guidance is adopted.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its condensed financial statements and 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.

NOTE 24 - ~~GOING~~NOTES ~~CONCERN~~PAYABLE

In 2010, the Company entered into a convertible promissory note with a lender. The ~~accompanying~~note ~~financial~~bears ~~statements~~interest ~~have~~at ~~been~~10% ~~prepared~~per ~~assuming~~annum ~~that~~and payable at the ~~Company~~time ~~will~~the ~~continue~~note asis aconverted ~~going~~or ~~concern~~paid in full. The ~~Company’s~~note ~~financial~~is ~~position~~convertible ~~and~~at ~~operating~~any ~~results~~time ~~raise~~prior ~~substantial~~to ~~doubt~~maturity ~~about~~into the Company’s ~~ability~~common tostock. ~~continue~~The asnote awas ~~going~~discounted ~~concern,~~fully asfor ~~reflected~~its bybeneficial conversion feature which will be amortized using the ~~net~~effective ~~loss~~interest method over the term of ~~$731,928~~the ~~accumulated~~note ~~through~~and ~~September~~recorded ~~30,~~as ~~2012. The~~interest ~~ability~~expense ofin the Company's tofinancial ~~continue~~statements. The asCompany also recorded a ~~going~~derivative ~~concern~~liability isfor ~~dependent~~the ~~upon~~conversion ~~commencing~~feature ~~operations~~of the note of $74,388, ~~developing~~which ~~sales~~will ~~and~~be ~~obtaining~~adjusted ~~additional~~to ~~capital~~its ~~and~~fair ~~financing~~value at the end of each reporting period. The ~~financial~~values ~~statements~~at doMarch ~~not~~31, ~~include~~2013 ~~any~~and ~~adjustments~~December ~~that~~31, ~~might~~2012 bewere ~~necessary~~$76,027 ifand $74,388 respectively. During the ~~Company~~three ismonths ~~unable~~ended toMarch ~~continue~~31, as2013 aand ~~going~~2012, ~~concern. The~~the Company amortized $12,334 and $0 of the discount, which is ~~currently~~reflected ~~seeking~~in ~~additional~~interest ~~capital~~expense toin ~~allow~~the itaccompanying tocondensed ~~begin~~consolidated ~~its~~statements ~~planned~~of ~~operations~~comprehensive loss.

~~F-14~~During the quarter ended March 31, 2013, the Company obtained a working capital loan for 210,000 Euros ($269,000). The loan was provided for working capital purposes for the Company and is payable in the third quarter of 2013. The total amount to be paid is 245,000 euros ($316,000) and is to be converted into common stock at a price of $.15 per share. Management determined that the conversion feature was not a beneficial conversion feature and therefore did not warrant separate accounting. To date $3,700 of interest was accrued as interest expense for the loan at March 31, 2013.

~~GREENWORLD DEVELOPMENT INC.~~F-7

~~NOTES~~GREENWORLD TODEVELOPMENT, ~~CONSOLIDATED~~INC. ~~FINANCIAL~~AND ~~STATEMENTS~~SUBSIDIARIES

~~NOTE~~(A 3DEVELOPMENT -STAGE ~~NOTES PAYABLE~~ENTITY)

InNOTES ~~September~~TO ~~2004,~~CONDENSED ~~Fortress~~CONSOLIDATED ~~issued~~FINANCIAL 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 will be amortized over the life of the note.STATEMENTS

The ~~second~~following ~~note~~table ~~has~~summarizes ~~been~~the ~~discounted~~Company’s ~~for~~convertible ~~its~~notes ~~beneficial~~as ~~conversion feature, which will be amortized over the life~~ of ~~the~~March ~~note.~~31, A2013 ~~summary~~and December of31, ~~the notes follows.~~2012:

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, 2013 and an increase of the principal balance from a combined $200,000 to a total of $400,000.

	March 31, 2013 (unaudited)			December 31, 2012 (audited)
Gross proceeds from notes	$	417,262		$	148,000
Less: Loan set-off		-0-			-0-	)
Less: Beneficial conversion feature		-0-			-0-	)
Add: Amortization of discount		61,668			49,344
Less: Beneficial conversion feature		(148,000	)		(148,000	)
Value of notes	$	330,930		$	49,334

	Notes Payable
Gross proceeds from notes	$	502,000
Less: Loan set-off		(73,000	)
Less: Beneficial conversion feature		(302,000	)
Add: Amortization of discount		302,000
Less: Beneficial conversion feature		(281,000	)
Value of note on September 30, 2012	$	148,000

Note 5 - RELATED PARTY TRANSACTIONS

~~F-15~~Accounts payable – related party consisted of amounts payable to Europa, a company related through common ownership, arising from professional services and travel costs incurred on behalf of the Company by management and directors. Amounts payable to Europa were $260,662 and $318,528 at March 31, 2013 and December 31, 2012, respectively, and consultancy expenses incurred from Europa were $19,400 and $0 for the three months ended March 31, 2013 and 2012, respectively.

~~ITEM~~NOTE 2.6 ~~MANAGEMENTS~~- ~~DISCUSSION~~INCOME ~~AND ANALYSIS OF PLAN OF OPERATION~~TAXES

The actual income tax expense for 2013 and 2012 differs from the statutory tax expense for the year (computed by applying the U.S. federal corporate tax rate of 34.4% to income before provision for income taxes) as follows:

	March 31, 2013			Effective Tax Rate			March 31, 2012			Effective Tax Rate
Federal taxes at statuatory rate	$	(79,500	)		34	%	$	(223,600	)		34	%
State income taxes, net of federal tax benefit	$	(9,400	)		4	%	$	(26,300	)		4	%
Change in valuation allowance	$	88,900			(38.	%)	$	249,900			(38	%)
Total	$	--			0.0	%	$	---			0.0	%

The following table represents the tax effects of significant items that give rise to deferred taxes as of March 31, 2013 and December 31, 2012:

	2013			2012
Deferred tax asset:
Net operating loss carryforward	$	1,102,511		$	1,013,611

Less: Valuation allowance	$	(1,102,511	)	$	(1,013,611	)
Net deferred tax asset	$	---		$	--

F-8

ITEM 2.

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

Overview

The following discussion should be read in conjunction with the Company's unaudited financial statements and notes thereto. In connection therewith, and because the Company desires to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on its behalf, whether or not in future filings with the Securities and Exchange Commission. 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 necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's 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, or on the Company's behalf. Without limiting the generality of the foregoing, words such as "may", "anticipate", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. The Company disclaims any obligation to update forward-looking statements.

~~Since~~The ~~the May 2010 reverse acquisition of Greenworld International Resources, Ltd., (GIR), the~~ Company has been actively developing its activities in green and health technologies. GIR owns 3530% of NEC Healthworld (Uganda), Ltd., (NHU), which leases ~~owns~~ a fully furnished, but not yet producing pharmaceutical manufacturing facility. GIR is ~~actively~~presently ~~seeking funding~~ in ~~conjunction~~discussions ~~with NHU~~ to ~~allow~~divest ~~the~~its ~~facility to begin operations~~interests. In April 2011, the Company entered into an agreement to acquire 50% of Getting Green Solutions, LLC, (GGS), an entity located in Georgia. The Company was to issue 11,000,000 shares in exchange for the member ship interests in GGS, which ~~owns~~develops a ~~patented~~ waste tire to energy technology. GGS iswas developing a demonstrator plant in Ohio, through a sister company. The 11,000,000 shares were never issued and subsequently, we and GGS determined that the Agreement needed to be modified. As a result, on or about October 1, the Company entered into an Amended and Restated Agreement for the share exchange pursuant to which the Company issued 4,000,000 of its restricted common stock in exchange for a 100% interest in GGS.

~~GIR~~As isthe Company reported in ~~negotiations~~its 8-K filed with ~~several~~the ~~Indian~~SEC ~~and~~on ~~European~~February ~~generic~~20, ~~pharmaceutical~~2013, ~~manufacturers~~which 8-K is hereby incorporated by reference, in 2013 GDI signed a Share Purchase Agreement to acquire 76% of W2R Ltd (a UK company) which has the operating license ~~production~~for atwaste tire disposal on a 3 acre site in Warsop, Nottinghamshire, UK. The remaining 24% shareholders are the ~~Uganda~~freehold ~~facility~~owners of the site. GDI has an option to acquire the freehold. W2R’s current waste transfer and treatment license allows for the processing of 2 million waste tires per annum. We anticipate completing this acquisition in the second quarter 2013, and subject to planning, the company plans to redevelop the site to install a carbon emission neutral (clean tech) waste tyre2energy/tyre2renewable plant, which will be the Company’s first UK Energy Centre. The Company’s forward mission anticipates to be producing in the UK 80MW within 5 years. There is, however, no ~~assurance~~guarantee that we will be ~~successful~~able into ~~either~~finalize ~~negotiation~~the agreement which is subject to a funding credit line being available and commence operations on this project. Furthermore, even if we do commence these operations, there is no assurance that they will be profitable.

~~GIR~~As isthe ~~pursuing~~Company ~~various~~reported ~~Waste~~in 2its ~~Energy~~8-K ~~projects~~filed with the SEC on February 20, 2013, which 8-K is hereby incorporated by reference, in ~~Ireland~~January 2013 GIR signed a Share Purchase Agreement to purchase 100% of 4Front Contracts Management Ltd., ~~the~~(an ~~United~~Irish ~~Kingdom~~company) a revenue active business, focused on logistics, project asset and ~~Belgium.~~contract ~~There~~management isto nofacilitate ~~assurance~~‘in ~~that~~house weservices’ ~~will~~for the development of the Company’s projects, which otherwise would need to be ~~able~~outsourced to ~~consummate~~expensive ~~these~~third ~~transactions~~parties. This Share Purchase Agreement is contingent upon finalising the funding credit/equity line.

~~GDI~~Results ~~has~~of ~~been licensed as a carbon emission trader by the German “Umwelt Bundes Amt”and “Gruener Markt”.~~Operations

Business of Greenworld International Resources, Ltd.

Greenworld is dedicated to the global development and improvement of environmental services. It concentrates and is particularly active in developing Waste to Energy projects in the USA, UK and continental Europe.

Greenworld owns an interest in a pharmaceutical manufacturing plant in Uganda where it is in the process of completing the government awarded license to manufacture medical products, principally for consumption in sub-Sahara Africa. The expectation is that such products will have a significantly lower cost basis, therefore have a significantly lower end user cost, reducing the cost of health care in sub-Sahara Africa, along with providing greater access to needed health care products in the region. It is also hoped that products manufactured locally (within the region) will have more rapid acceptance and approval by other governments within the region. Greenworld and its partners are currently negotiating an agreement with a third party pharmaceutical company to operate the existing manufacturing facility upon receipt of the government license to manufacture such products under a royalty structure.

Greenworld is actively associated with certain Wind Energy projects in India, with the hope and expectations of bringing lower cost electricity to needy and impoverished regions within the country. Greenworld is currently seeking to raise 5,000,000 Euros, (approximately $6,400,000), for the company’s first joint venture operation in the wind farm power generation sector in India. There is no assurance that the Company will be able to raise this capital, and if we do not, we will not be able to commence this project.

Greenworld is also engaged in projects in the development of economic plant-biomass extraction technologies as well as technologies related to the sustainable production of environmentally friendly power generation including wind, biomass, small-scale hydro, geothermal, biogas and solar.

Greenworld, during the first quarter of 2010, became registered in Germany as a Carbon Emission Trader and is operating from its offices in Hamburg, Germany and Dublin, Ireland. The Company has entered into success based service contracts with two individuals to operate in this arena.

In September 2011, we signed an MOU to acquire 76% of W2R Ltd (a UK company) which has the operating license for waste tire disposal on a 3 acre site in Warsop, Nottinghamshire, UK. The remaining 24% shareholders are the freehold owners of the site. We have an option to acquire the freehold. W2R’s current waste transfer and treatment license allows for the processing of 2 million waste tires per annum. We anticipate completing this acquisition in the fourth quarter 2012, and subject to planning, the company plans to redevelop the site to install a carbon emission neutral (clean tech) waste tyre2energy/tyre2renewable plant, which will be the Company’s first UK Energy Centre. The Company’s forward mission anticipates to be producing in the UK 80MW within 5 years. There is, however, no guarantee that we will be able to finalize the agreement and commence operations on this project. Furthermore, even if we do commence these operations, there is no assurance that they will be profitable.

On completion of the acquisition (anticipated to be in the second quarter this year) and subject to planning, the company plans to redevelop the site to install a carbon emission neutral (clean tech) waste tyre2energy/tyre2renewable plant, which will be the Company’s first UK Energy Centre. The Company’s forward mission anticipates to be producing in the UK 80MW within 5 years.

In December 2011 GDI entered into a Framework Agreement with Georgia based Green Mountain Management LLC, the owner of a 1522 acre landfill site in Alabama. . The framework agreement has now expired. The company is in ongoing negotiations for an equity funding line of approximately $60 M. Subject to the completion and drawdown of the facility, the company will seek reaffirmation of the terms completed in the framework agreement. There is however no guarantee that we will be able to finalize the funding agreement.

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 Three Months Ended September 30, 2012 to the Three Months Ended September 30, 2011

Revenues

There is no historical financial information about the Company upon which to base an evaluation of our performance. The Company did not generate any revenues from operations for the three months ended ~~September~~March 3031, ~~2012~~2013 or ~~2011~~2012. Accordingly, comparisons with prior periods are not meaningful. The Company is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the decision and ~~cost~~implementation ~~increases~~of ina ~~services~~new business plan.

Expenses

Operating Expenses for the three months ended September 30, 2012 decreased $1,952 from $22,174 for the three months ended September 30, 2011 as compared to $20,222 for the three months ended September 30, 2012. The primary reason for this decrease in our net operating expenses was due to professional fees incurred. General and administrative expenses for the three months ended September 30, 2012 were $16,850 as compared to $(5,124) for the three months ended September 30, 2011, an increase of approximately $21,974.

~~Income~~Operating ~~and Earnings Per Share~~Expense

~~Our~~Operating ~~net~~expenses ~~loss~~increased from $42,267 for the ~~three~~quarter ~~months~~ ended ~~September~~March 3031, 2012 ~~increased by approximately $20,000~~ to $25208,~~219~~855 ~~as compared to $4,838~~ for the ~~three~~quarter ~~months~~ ended ~~September~~March 3031, ~~2011~~2013. ~~Net~~ ~~income~~The ~~per~~increase ~~weighted~~in ~~average~~our ~~share~~operating ~~was~~expenses ~~$0.00~~is ~~for~~due ~~the~~to ~~three~~an ~~months~~increase ~~ended~~in ~~September~~general ~~30,~~and ~~2012,~~administrative asexpenses ~~compared~~primarily ~~to $0.00~~ for ~~the~~costs ~~three~~and ~~months~~expenses ~~ended~~related ~~September~~to ~~30,~~a ~~2011~~public company.

~~Comparison~~Interest ~~of Operating Results for the Nine Months Ended September 30, 2012 to the Nine Months Ended September 30, 2011~~Expense

~~Revenues~~Interest expense for the quarter ended March 31, 2013 was $23,342 as compared to $-0- for the quarter ended March 31, 2012. The increase in our interest expense is due to interest costs recognized in relation to the beneficial conversion feature in the convertible note payable and additional borrowing for operations of the Company.

~~The~~Net Company did not generate any revenues from operations for the three months ended September 30, 2012 or 2011. Accordingly, comparisons with prior periods are not meaningful. The Company is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and cost increases in services.Loss

~~Expenses~~Our net loss for the quarter ended March 31, 2013 was $233,836 as compared to a net loss of $42,267 for the quarter ended March 31, 2012. The increase in net loss is due to the increase of operating expenses and interest expense in 2013.

~~Operating~~As ~~Expenses for the nine months ended September 30, 2012 were $108,874 as compared to $118,265 for the nine months ended September 30, 2011, a decrease~~ of ~~approximately~~March ~~$10~~31,~~600. General~~ ~~and administrative expenses for the nine months ended September 30~~2013, ~~2012~~our ~~were~~accumulated ~~$61,714~~deficit aswas ~~compared to~~ $663,~~463 for the nine months ended September 30~~215, ~~2011, a decrease of approximately $5,000~~045.

Income and Earnings Per Share

Our net loss for the nine months ended September 30, 2012 was $116,700 as compared to $38,381 for the nine months ended September 30, 2011. The primary reason for this decrease was a increase in comprehensive income as a result of foreign currency translations. Net income per weighted average share was $0.00 for the nine months ended September 30, 2012, as compared to $0.00 for the nine months ended September 30, 2011.

Assets and Liabilities

Our total assets were $1,836,029 at September 30, 2012 as compared to $1,821,524 at December 31, 2011, an increase of $14,505 These assets are primarily comprised of property lease holdings and deferred expenses.

At September 30, 2012, our total current liabilities were $522,072, as compared to $426,237 at December 31, 2011. Our liabilities are comprised of accounts and notes payable.

Financial Condition, Liquidity and Capital Resources

At ~~September~~March 3031, ~~2012~~2013, we had cash and cash equivalents of $949,~~225~~088 asand ~~compared~~our toworking capital deficit was ($1688,~~212~~968). atThere ~~December~~can ~~31,~~be ~~2011~~no assurance that our financial condition will improve. We expect to continue to have minimal working capital or a working capital deficit as a result of our current liabilities.

AsThe ofCompany ~~September~~is ~~30,~~in ~~2012,~~on-going negotiations for an equity funding line. There is however no guarantee that we ~~had~~are aable ~~working~~to ~~capital~~finalize ~~deficit~~the offunding ~~$512,847~~agreement.

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

Going Concern Consideration

We have suffered recurring losses from operations and are in need of additional financing. These factors among others indicate that we may be unable to continue as a going concern, particularly in the event that we cannot obtain additional financing or, in the alternative, affect a merger or acquisition. Our continuation as a going concern depends upon our ability to generate sufficient cash flow to conduct our operations and our ability to obtain additional sources of capital and financing.

The accompanying financial statements have been prepared assuming that we will continue as a going concern. We have a stockholders deficit of $750,595 at March 31, 2013 and net losses of $233,836 for the quarter ended March 31, 2013. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

Use of Estimates: The preparation of financial statements in conformity with accounting 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.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements. We do not anticipate entering into any off-balance sheet arrangements during the next 12 months.

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.

Forward-Looking Statements

This Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), finding suitable merger or acquisition candidates, expansion and growth of the Company’s business and operations, and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results or developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties, general economic market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company. Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

ITEM 4T4. 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'Management’s ~~disclosure~~Report ~~controls~~on ~~and~~Internal ~~procedures.~~Control ~~This~~Over ~~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.Reporting

~~Disclosure~~(a) Evaluation ~~controls~~of 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~~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.Procedures

Management of the Company with the participation of the Chief Executive Officer conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934) pursuant to Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported on a timely basis and that such information is communicated to management, including the Chief Executive Officer, Chief Financial Officer and the Company’s Board of Directors, to allow timely decisions regarding required disclosure.

Based upon that evaluation, the Chief Executive Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2013.

(b) Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.

It should be noted that the Company’s management, including the Chief Executive Officer, do not expect that the Company’s internal controls will necessarily prevent all errors or fraud. A control system, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of March 31, 2013.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. The Company’s internal controls over financial reporting was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the first quarter of 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

The Company knows of no legal proceedings to which it is a party or to which any of its property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against the Company.

ITEM 2. ~~Unregistered~~UNREGISTERED ~~Sales~~SALES ofOF ~~Equity~~EQUITY ~~Securities~~SECURITIES ~~and~~AND ~~Use~~USE ofOF ~~Proceeds~~PROCEEDS

None.

ITEM 3. DEFAULTS INUPON SENIOR SECURITIES

None

ITEM 4. ~~SUBMISSION~~MINE OFSAFETY ~~MATTERS TO A VOTE OF SECURITY HOLDERS~~DISCLOSURES.

~~No matter was submitted during the quarter ending September 30, 2012, covered by this report, to a vote of the Company's shareholders, through the solicitation of proxies or otherwise.~~None

ITEM 5.

OTHER INFORMATION

None

ITEM 6.

EXHIBITS

(a) The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are incorporated herein by reference, as follows:

Exhibit No.		Description

31.1 *		Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1 *		Certification 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.

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 hereunto duly authorized.

Greenworld Development Inc.

(Registrant)

Date: November 12, 2012	By:	/s/ Leo Heinl
Date: June 18, 2013	By:	/s/ Leo Heinl
		Leo Heinl
		Chief Executive Officer
		Chief Financial Officer

Filing Compare · GREENWORLD DEVELOPMENT, INC.