UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~July~~January 31, ~~2016~~2017

¨o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

For the transition period from__________ to __________

Commission file number: 000-1537274

~~GREENWIND~~NEWGEN ~~NRG~~BIOPHARMA ~~INC~~CORP. (Exact name of registrant as specified in its charter)

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

Nevada		81-5332421
(State or other jurisdiction		(IRS Employer
of Incorporation or organization)		Identification No.)

~~3221~~506 ~~Dominquez~~2nd Avenue, ~~Quezon~~Suite ~~City~~1400, ~~Philippines~~Seattle, WA 98104 (Address of principal executive offices and zip code)

~~844~~855-624-4793 (Registrant'’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "“large accelerated filer,"” "“accelerated filer,"” and "“smaller reporting company"” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller Reporting company	x

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

Indicate the number of shares outstanding of each of the issuer'’s classes of common stock, as of the latest practicable date.

Class		Outstanding at ~~September~~March 36, ~~2016~~2017
Common stock, $0.001 par value		1122,~~900~~600,000

~~Greenwind~~NewGen ~~NRG~~BioPharma ~~Inc~~Corp.

Form 10-Q

For the ~~Nine~~Three Months Ended ~~July~~January 31, ~~2016~~2017

INDEX

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4	4
Item 2.	Management'’s Discussion and Analysis of Financial Condition and Results of Operations	5	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8	7
Item 4.	Controls and Procedures	8	7
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	9	9
Item 1A.	Risk Factors	9	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9	9
Item 3.	Defaults Upon Senior Securities	9	9
Item 4.	Mine Safety Disclosures	9	9
Item 5.	Other Information	9	9
Item 6.	Exhibits	10	10
Signatures		11	11

FORWARD-LOOKING STATEMENTS

This Report on Form 10-Q contains forward-looking statements within the meaning of the "“safe harbor"” provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as "“may,"” "“will,"” "“expect,"” "“believe,"” "“estimate,"” "“anticipate,"” "“intend,"” "“continue,"” or similar terms, variations of such terms or the negative of such terms. Such statements are based on management'’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth in our Annual Report on Form 10-K filed on January 2825, ~~2016~~2017.

As used in this Form 10-Q, "“we,"” "“us,"” and "“our"” refer to ~~Greenwind~~NewGen ~~NRG~~BioPharma ~~Inc~~Corp., which is also sometimes referred to as the "“Company"” or ~~"Greenwind~~“NewGen."”

YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING

STATEMENTS

The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.

3 ~~Table of Contents~~

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

~~GREENWIND~~NEWGEN ~~NRG~~BIOPHARMA ~~INC~~CORP.

(formerly GREENWIND NRG INC.)

CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

~~JULY~~JANUARY 31, ~~2016~~ 2017

4 Table of Contents

~~GREENWIND~~NEWGEN ~~NRG~~BIOPHARMA ~~INC~~CORP.

TABLE OF CONTENTS

~~JULY~~JANUARY 31, ~~2016~~2017

Condensed Balance Sheets as of July 31, 2016 and October 31, 2015 (unaudited)			F-2
Condensed Balance Sheets as of January 31, 2017 (unaudited) and October 31, 2016	F-2
Condensed Statements of Operations for the periods ended July 31, 2016 and 2015 (unaudited)		F-3
Condensed Statements of Operations for the three months ended January 31, 2017 and 2016 (unaudited)	F-3
Condensed Statements of Cash Flows for the periods ended July 31, 2016 and 2015 (unaudited)		F-4
Condensed Statements of Cash Flows for the three months ended January 31, 2017 and 2016 (unaudited)	F-4
Notes to Condensed Financial Statements (unaudited)	F-5	~~F-5~~

F-1 Table of Contents

~~GREENWIND~~NEWGEN ~~NRG~~BIOPHARMA ~~INC~~CORP.

(formerly GREENWIND NRG INC.)

CONDENSED BALANCE SHEETS

~~(UNAUDITED)~~AT JANUARY 31, 2017 AND OCTOBER 31, 2016

	July 31,2016			October 31,2015
	January 31, 2017 (unaudited) $			October 31, 2016 $
ASSETS
Current Assets
Cash and cash equivalents	$	-		$	-
Total Current Assets		-			-
Interest receivable from NewGen BioPharma Corporation (New Jersey)		1,356			-
TOTAL ASSETS	$	-		$	-
Loans receivable from NewGen BioPharma Corporation (New Jersey)		200,000			-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Total Current Assets		201,356			-
TOTAL ASSETS		201,356			-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current Liabilities
Accounts payable and accrued liabilities	$	16124,~~562~~550		$	1330,~~661~~800
Notes payable – related party		88,076			69,644
Loans payable to former (to February 8, 2017) sole director and Chief Executive Officer		105,452			94,376
Total Liabilities		~~104~~230,~~638~~002			83125,~~305~~176
Stockholders' Deficit
Stockholders’ Deficit
Common stock, par $0.001, 75,000,000 shares authorized, 11,900,000 shares issued and outstanding		11,900			11,900
Common stock, par $0.001, 300,000,000 shares authorized, 47,850,000 and 47,600,000 shares issued and outstanding at January 31, 2017 and October 31, 2016, respectively (including 250,000 shares at January 31, 2017 subscribed to and paid for but not yet issued)		47,850			47,600
Additional paid in capital		53267,~~477~~527			5317,~~477~~777
Accumulated deficit		(~~170~~344,~~015~~023	)		(~~148~~190,~~682~~553	)
Total Stockholders' Deficit		(104,638	)		(83,305	)
Total Stockholders’ Deficit		(28,646	)		(125,176	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		201,356			-

The accompanying notes are an integral part of these condensed financial statements

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~~GREENWIND~~NEWGEN ~~NRG~~BIOPHARMA ~~INC~~CORP.

(formerly GREENWIND NRG INC.)

CONDENSED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED JANUARY 31, 2017 AND 2016

(UNAUDITED)

	Three monthsendedJuly 31, 2016			Three monthsendedJuly 31, 2015			Nine monthsendedJuly 31, 2016			Nine monthsendedJuly 31, 2015
	Three months ended January 31, 2017 $			Three months ended January 31, 2016 $
GROSS REVENUES	$	-		$	-		$	-		$	-
OPERATING EXPENSES
Professional fees		3150,~~000~~966			310,~~000~~084			~~18,029~~			~~15,608~~
General and administrative		1,000			1,400			3,304			4,354
Other general and administrative		3,860			1,204
TOTOAL OPERATING EXPENSES		4,000			4,400			21,333			19,962
TOTAL OPERATING EXPENSES		154,826			11,288
LOSS FROM OPERATIONS		(4154,~~000~~826	)		(411,~~400~~288	)		~~(21,333~~	)		~~(19,962~~	)
OTHER EXPENSES		-			-			-			-
OTHER INCOME
NET LOSS BEFORE INCOME TAXES		(4,000	)		(4,400	)		(21,333	)		(19,962	)
Interest revenue		1,356			-
PROVISION FOR INCOME TAXES		-			-			-			-
NET LOSS BEFORE INCOME TAXES		(153,470	)		(11,288	)
NET LOSS	$	(4,000	)	$	(4,400	)	$	(21,333	)	$	(19,962	)
PROVISION FOR INCOME TAXES		-			-
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		11,900,000			11,900,000			11,900,000			11,900,000
NET LOSS		(153,470	)		(11,288	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		47,717,391			47,600,000
NET LOSS PER SHARE: BASIC AND DILUTED		(0.00	)		(0.00	)

The accompanying notes are an integral part of these condensed financial statements

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~~GREENWIND~~NEWGEN ~~NRG~~BIOPHARMA ~~INC~~CORP.

(formerly GREENWIND NRG INC.)

CONDENSED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED JANUARY 31, 2017 AND 2016

(UNAUDITED)

	Nine monthsendedJuly 31, 2016			Nine monthsendedJuly 31, 2015
	Three months ended January 31, 2017 $			Three months ended January 31, 2016 $
Cash Flows from Operating Activities:
Cash Flows from Operating Activities
Net loss	$	(21153,~~333~~470	)	$	(1911,~~962~~288	)
Changes in Assets and Liabilities
Changes in Operating Assets and Liabilities
Increase (decrease) in accounts payable and accrued liabilities		2,901			(8,695	)
Interest receivable		(1,356	)		-
Net Cash Used in Operating Activities		(18,432	)		(28,657	)
Accounts payable and accrued liabilities		143,750			706
Cash Flows from Financing Activities:
Net Cash Used in Operating Activities		(11,076	)		(10,582	)
Proceeds from notes payable – related party		18,432			28,657
Cash Flows from Investing Activities		-			-
Net Cash Provided by Financing Activities		18,432			28,657
Cash Flows from Financing Activities
Loans from former sole director and Chief Executive Officer		11,076			10,582
Net Cash Provided by Financing Activities		11,076			10,582
Net Increase (Decrease) in Cash and Cash Equivalents		-			-
Cash and Cash Equivalents – Beginning		-			-
Cash and Cash Equivalents – Beginning of Period		-			-
Cash and Cash Equivalents – Ending	$	-		$	-
Cash and Cash Equivalents – End of Period		-			-
Supplemental Cash Flow Information:
Supplemental Cash Flow Information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activities
Cash from sales of Units of Common Stock and Warrants wired directly from subscribers to NewGen BioPharma Corporation (New Jersey)		200,000			-
Cash from sale of Units of Common Stock and Warrants wired directly from subscriber to Company law firm in satisfaction of accounts payable		50,000			-

The accompanying notes are an integral part of these condensed financial statements

F-4

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~~GREENWIND~~NEWGEN ~~NRG~~BIOPHARMA ~~INC~~CORP.

(formerly GREENWIND NRG INC.)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

~~JULY~~JANUARY 31, ~~2016~~2017

(UNAUDITED)

NOTE 1 – NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

~~Greenwind~~The ~~NRG~~accompanying ~~Inc~~unaudited interim condensed financial statements of NewGen BioPharma Corp. (~~"the~~formerly ~~Company"~~Greenwind orNRG ~~"Greenwind"~~Inc.) ~~was~~have ~~incorporated~~been ~~under~~prepared in accordance with the ~~laws~~rules and regulations of the ~~State~~Securities ofand ~~Nevada~~Exchange onCommission, ~~February~~or 25the SEC, ~~2010~~including the instructions to Form 10-Q and Regulation S-X. ~~The~~Certain ~~Company~~information isand note disclosures normally included in ~~the~~financial ~~development~~statements ~~stage~~prepared ~~and~~in ~~intends~~accordance towith ~~commence~~generally ~~operations~~accepted accounting principles in the ~~business~~United States of ~~off~~America ~~the~~have ~~grid~~been ~~wind~~condensed ~~power~~or ~~systems~~omitted ~~for~~from ~~residential,~~these ~~cabin~~statements pursuant to such rules and regulations and, RVaccordingly, ~~boat~~they ~~and~~do ~~shop~~not ~~use.~~include Weall ~~intend~~the toinformation ~~source~~and ~~equipment~~notes ~~from~~necessary ~~suppliers~~for atcomprehensive ~~wholesale~~financial ~~prices~~statements and ~~market~~should be read in conjunction with our audited financial statements for the year ended October 31, ~~distribute~~2016, ~~setup~~included ~~and~~in ~~maintain~~our ~~this~~Annual ~~equipment.~~Report ~~Our~~on ~~target~~Form ~~market~~10-K ~~will~~for bethe ~~Ireland~~year ended October 31, 2016.

The Company ~~has~~was ~~not~~incorporated ~~generated~~under ~~any~~the ~~revenue~~laws of the State of Nevada on February 25, 2010 as Greenwind NRG Inc. The Company planned to ~~date~~engage in the business of off the grid wind power systems for residential, cabin, RV, boat and ~~consequently~~shop ~~its~~use. ~~operations~~In ~~are~~October ~~subject~~2016, the Company effected a name change to ~~all~~NewGen ~~risks~~BioPharma ~~inherent~~Corp. inwith the ~~establishment~~intention of completing a ~~new~~reverse merger transaction with NewGen BioPharma Corporation, a New Jersey corporation, and change its business ~~enterprise~~operations to become a pharmaceutical company that develops and commercializes enhanced pharmaceuticals and cosmaceuticals through reformulating approved active pharmaceutical ingredients using proprietary nanotechnology platforms. ~~For~~As of the ~~period~~issuance ~~ended~~date ~~July~~of ~~31,~~the ~~2016~~financial statements, the ~~Company~~proposed ~~has~~reverse ~~accumulated~~merger ~~losses~~transaction ofhas ~~$170,015~~not been completed.

~~NOTE~~Effective 2September –19, ~~SUMMARY~~2016, OFthe ~~SIGNIFICANT~~Company ~~ACCOUNTING~~effected ~~POLICIES~~a 4 for 1 forward stock split increasing the number of issued and outstanding shares of common stock from 11,900,000 shares to 47,600,000 shares. The accompanying financial statements retroactively reflect this forward stock split.

~~Basis~~These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of ~~Presentation~~business. As at January 31, 2017, the Company has not recognized significant revenue, has a working capital deficit of $28,646, and has an accumulated deficit of $344,023. The continuation of the Company as a going concern is dependent upon its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~The~~NOTE ~~financial~~2 ~~statements~~– ofAGREEMENT ~~the~~AND ~~Company~~PLAN ~~have~~OF ~~been~~MERGER ~~prepared~~WITH inNEWGEN ~~accordance~~BIOPHARMA ~~with~~CORPORATION ~~generally~~(NEW ~~accepted accounting principles in the United States of America and are presented in US dollars.~~ JERSEY)

~~The~~On ~~unaudited~~October ~~interim~~27, ~~condensed~~2016, ~~financial~~the ~~statements~~Company ~~included~~entered ~~herein~~into ~~have~~a ~~been~~Binding ~~prepared~~Letter of Intent (the “LOI”) to acquire 100% of the issued and outstanding common shares of NewGen BioPharma Corporation (New Jersey) (“NewGen New Jersey”). On January 11, 2017, the Company entered into a more definitive Agreement and Plan of Merger by ~~Greenwind~~and ~~NRG~~among the Company, NewGen Merger Sub Inc., and NewGen New Jersey (the ~~"Company"~~“Agreement”). inAmong ~~accordance~~other ~~with~~things, ~~accounting~~the ~~principles~~LOI ~~generally~~and ~~accepted~~the inAgreement provide for (1) the ~~United~~Company’s ~~States~~acquisition of ~~America~~NewGen ~~and~~New ~~the~~Jersey ~~rules~~for 40,000,000 shares of Company common stock (to represent approximately 80% of the ~~Securities~~issued and ~~Exchange~~outstanding ~~Commission~~shares of Company common stock after the transaction) (the ~~"SEC"~~“Merger”)., We(2) ~~suggest~~a ~~that~~private ~~these~~placement ~~interim~~of ~~financial~~Company ~~statements~~Units beof ~~read~~common stock and warrants of up to 2,000,000 Units at $1.00 per Unit or $2,000,000 in ~~conjunction~~proceeds, with $400,000 payable to NewGen New Jersey upon the ~~audited~~closing ~~financial~~of ~~statements~~the Merger and ~~notes~~$500,000 ~~thereto~~per ~~included~~quarter inpayable ~~our~~to ~~Form~~NewGen ~~10-K~~New Jersey for the ~~year~~next 3 quarters thereafter (in the three months ended ~~October~~January 31, ~~2015~~2017, asthe ~~filed~~Company ~~with~~sold ~~the~~a ~~SEC.~~total Weof ~~believe~~250,000 ~~that~~Units ~~all~~to ~~adjustments~~2 investors, ~~consisting~~the of2 ~~normal~~investors ~~recurring~~each ~~adjustments~~wired $100,000 ~~necessary~~directly ~~for~~to aNewGen ~~fair~~New ~~presentation~~Jersey, and one of ~~financial~~the ~~position~~investors ~~and~~wired $50,000 directly to the ~~results~~Company’s oflaw ~~operations~~firm ~~for~~in ~~the~~satisfaction ~~interim~~of ~~periods~~accounts ~~presented~~payable ~~have~~to ~~been~~the ~~reflected~~law ~~herein~~firm), and ~~that~~(3) the ~~disclosures~~Company ~~made~~to ~~are~~have ~~adequate~~no tomore ~~make~~than ~~the~~$1,000 ~~information~~in ~~not~~liabilities ~~misleading.~~at ~~The~~the ~~results~~closing of ~~operations~~the ~~for~~Merger. ~~interim~~The ~~periods~~Agreement ~~are~~also ~~not~~provides ~~necessarily~~that ~~indicative~~any ofparty has the ~~results~~right to beterminate ~~expected~~the ~~for~~Agreement if the ~~full~~closing ~~year~~date has not occurred on or before January 31, 2017. ~~Notes~~The toAgreement ~~the~~also ~~financial~~contains ~~statements~~conditions ~~which~~precedent ~~would~~to ~~substantially~~closing, ~~duplicate~~such as the ~~disclosure~~Company’s ~~contained~~receipt inof the audited, unaudited and proforma financial statements ~~for~~of ~~the~~NewGen ~~most~~New ~~recent~~Jersey ~~fiscal~~required ~~year~~to asbe ~~reported~~included in the Super Form 108-K. ~~have been omitted~~

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ("GAAP" accounting). The Company has adopted an October 31 fiscal year end.Fair Value of Financial

Instruments

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

Use of Estimates

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

Cash and Cash Equivalents

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

Property and Equipment

The capital assets are being depreciated over their estimated useful lives using the straight line method of depreciation for book purposes.

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~~GREENWIND~~NEWGEN ~~NRG~~BIOPHARMA ~~INC~~CORP.

(formerly GREENWIND NRG INC.)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

~~JULY~~JANUARY 31, ~~2016~~2017

(UNAUDITED)

NOTE 23 – ~~SUMMARY~~LOANS OFRECEIVABLE ~~SIGNIFICANT~~FROM ~~ACCOUNTING~~NEWGEN ~~POLICIES~~BIOPHARMA CORPORATION (~~CONTINUED~~NEW JERSEY)

~~Revenue~~Pursuant ~~Recognition~~to the LOI and the Agreement discussed in Note 2 above, two subscribers to our private placement each wired $100,000 directly to NewGen New Jersey on November 22, 2016 and January 13, 2017 (see Note 6). These loans, which are due the Company from NewGen New Jersey, are unsecured and bear interest at 5% per annum. If the closing of the Merger does not occur, the loans are due and payable upon the earlier of (i) receipt by NewGen New Jersey of proceeds from a financing in an amount not less than $1,000,000, (ii) an Event of Default, or (iii) a change in control of NewGen New Jersey. If the closing of the Merger occurs, the notes will be cancelled as intercompany loans in connection with the transaction. As of January 31, 2017, accrued interest of $1,356 (October 31, 2016 - $0) has been recorded in interest receivable.

~~The~~NOTE ~~Company~~4 ~~will~~– ~~recognize~~ACCOUNTS ~~revenue~~PAYABLE ~~when~~AND ~~products~~ACCRUED ~~are fully delivered or services have been provided and collection is reasonably assured.~~LIABILITIES

~~Income~~Accounts ~~Taxes~~payable and accrued liabilities as at January 31, 2017 and October 31, 2016 consisted of the following:

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

	January 31, 2017 $		October 31, 2016 $
Legal		118,353		21,638
Audits and reviews		3,000		5,000
Accounting		1,250		3,750
Edgarizing and other		1,947		412
Total Accrued Expenses		124,550		30,800

~~Any~~NOTE ~~deferred~~5 ~~tax~~– ~~asset~~LOANS isPAYABLE ~~considered~~TO ~~immaterial~~FORMER ~~and~~SOLE ~~has~~DIRECTOR ~~been~~AND ~~fully~~CHIEF ~~offset~~EXECUTIVE ~~by a valuation allowance because at this time the Company believes that it is more likely than not that the future tax benefit will not be realized as the Company has no current operations.~~ OFFICER

~~Loss~~As ~~Per~~of ~~Common~~January ~~Share~~31, 2017, the Company owed $105,452 (October 31, 2016 - $94,376) to the former (to February 8, 2017) President and Director of the Company (who owned 36,000,000 shares of Company common stock as of January 31, 2017) for loans made to the Company for working capital. The amounts owing are unsecured, non-interest bearing, and due on demand.

~~Basic~~NOTE ~~loss~~6 ~~per~~– ~~share~~CAPITAL is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.STOCK

~~Stock-Based~~Authorized ~~Compensation~~capital – 300,000,000 common shares, with a par value of $0.001 per share.

~~Stock-based~~On ~~compensation~~November is22, ~~accounted~~2016, ~~for~~the Company sold 100,000 Units to an investor at ~~fair~~a ~~value~~price of $1.00 per Unit, and the investor wired $100,000 directly to NewGen New Jersey (see Note 3). On December 27, 2016, the Company sold an additional 50,000 Units to the same investor at a price of $1.00 per Unit, and the investor wired $50,000 directly to the Company’s law firm in ~~accordance~~satisfaction ~~with~~of ~~ASC~~accounts ~~718~~payable to the law firm. ToOn ~~date~~January 13, 2017, the Company ~~has~~sold ~~not~~another ~~adopted~~100,000 Units to another investor at a price of $1.00 per Unit, and the investor wired $100,000 directly to NewGen New Jersey (see Note 3). Each Unit is comprised of one share of common stock ~~option~~of ~~plan~~the Company and ~~has~~one ~~not~~share ~~granted~~purchase ~~any~~warrant to purchase one additional share of common stock ~~options~~of the Company at $1.00 per share for a period of one year from the date of issuance.

As of July 31, 2016, the Company has not issued any stock-based payments to its employees.

Foreign Currency Translation

The Company's functional currency and its reporting currency is the United States dollar.

Recent Accounting Pronouncements

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

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

	July 31,2016		October 31,2015
Legal	$	9,512	$	4,861
Audit		3,500		5,000
Accounting		2,500		3,750
Edgarizing and other		1,050		50
Total Accrued Expenses	$	16,562	$	13,661

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~~GREENWIND~~NEWGEN ~~NRG~~BIOPHARMA ~~INC~~CORP.

(formerly GREENWIND NRG INC.)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

~~JULY~~JANUARY 31, ~~2016~~2017

(UNAUDITED)

NOTE 47 – ~~NOTE PAYABLE – RELATED PARTY~~COMMITMENTS

~~(a)~~The AsCompany atneither ~~July~~owns ~~31,~~nor ~~2016,~~leases ~~the~~any ~~Company~~real ~~owed~~or ~~$88,076~~personal ~~(October~~property. ~~31,~~An ~~2015~~officer -has ~~$69,644)~~provided tooffice ~~the~~services ~~President~~without ~~and~~charge. ~~Director~~There ofis ~~the~~no ~~Company~~obligation for ~~loans~~the ~~made~~officer to ~~the~~continue ~~Company~~this ~~for working capital~~arrangement. The ~~amounts~~officers ~~owing~~and directors are ~~unsecured,~~involved ~~non-interest~~in ~~bearing,~~other business activities and ~~due~~most onlikely ~~demand~~will become involved in other business activities in the future.

NOTE 5 – CAPITAL STOCK

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

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

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

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

NOTE 6 – COMMITMENTS

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

NOTE 7 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has negative working capital, has incurred losses of $170,015 since its inception, and has not yet produced revenues from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.

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

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

NOTE 8 – SUBSEQUENT EVENTS

InOn ~~accordance~~February ~~with~~23, ~~ASC Topic 855-10~~2017, the Company ~~has~~issued ~~analyzed~~11,000,000 ~~its~~shares ~~operations~~of ~~subsequent~~Company common stock to ~~July~~Dr. 31Navdeep Jaikaria, ~~2016~~the founder, CEO and approximate 38% owner of NewGen New Jersey, as an advance against shares of the Company’s common stock issuable to Dr. Jaikaria upon the ~~date~~closing ~~these~~of ~~financial~~the ~~statements~~Merger. ~~were~~The ~~issued~~right to unrestricted ownership of the 11,000,000 ~~and~~shares ~~has~~will ~~determined~~vest ~~that~~upon itthe closing of the Merger. If the closing does not ~~have~~occur, ~~any~~the ~~material~~shares ~~subsequent~~will ~~events~~be toforfeited ~~disclose~~ in ~~these~~their ~~financial statements~~entirety.

On February 23, 2017, the Company cancelled 36,000,000 shares of the Company common stock owned by the former President and director of the Company who requested the cancellation of such shares.

On February 24, 2017, the Company sold 50,000 Units (see Note 6) to an investor at a price of $1.00 per Unit for proceeds of $50,000 to the Company.

F-7

Table of Contents

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

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements.

OVERVIEW

We were incorporated under the name Greenwind NRG Inc. in the State of Nevada on February 25, 2010. WeOur ~~are~~Articles aof ~~development-stage~~Incorporation ~~company~~initially ~~and~~authorized weus ~~have~~to noissue ~~revenues~~up ~~and~~to no75,000,000 ~~assets.~~shares Asof acommon ~~result~~stock, wepar ~~have~~value ~~incurred~~$0.001 ~~losses~~per ~~since inception~~share. ~~Our~~On ~~limited~~September ~~operations~~19, to2016, ~~date~~we ~~have~~effected ~~consisted~~a of4-for-1 ~~the~~forward ~~formation~~stock split of ~~the~~all ~~Company~~our issued and outstanding common stock, which increased the ~~raising~~number of ~~capital,~~issued ~~maintaining~~and ~~our~~outstanding ~~public~~shares ~~company~~of ~~reporting~~common ~~requirements~~stock from 11,900,000 to 47,600,000. On ~~March~~November 1418, ~~2013~~2016, upon approval by our Board of Directors and majority stockholders, we filed a ~~registration~~Certificate ~~statement~~of onAmendment ~~Form~~to ~~S-1~~our ~~was~~Articles ~~declared~~of ~~effective~~Incorporation ~~for~~with the ~~registration~~Nevada Secretary of 10State increasing the number of authorized shares of common stock from 75,000,000 shares to 300,000,000 shares. In connection with the amendment to our Articles of Incorporation, our ~~common~~Board ~~stock.~~of AsDirectors and majority stockholders also approved and adopted the Amended and Restated Bylaws of ~~October~~the ~~31,~~Company ~~2013~~on November 16, we2016. ~~had~~Effective ~~sold~~November 218,~~900~~ 2016,~~000~~ ~~shares~~we ~~pursuant~~changed tothe ~~this~~name ~~registration~~of ~~statement~~our ~~and~~Company ~~the~~from ~~offering~~Greenwind ~~has~~NRG ~~been~~Inc. ~~completed~~to NewGen BioPharma Corp.

We are a development-stage company. We have generated no revenues to date and have incurred losses since inception. Our limited operations to date have consisted of the formation of the Company, the raising of capital, maintaining our public company reporting requirements. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. ~~This is~~ because we have not generated any revenues to date, and no revenues are anticipated until we implement our business plan.

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

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

~~PLAN~~On OFOctober ~~OPERATION~~27, 2016, we entered into a Binding Letter of Intent (the “LOI”) with NewGen BioPharma Corporation, a New Jersey corporation (“NewGen New Jersey”), in connection with a proposed reverse acquisition transaction between the Company and NewGen New Jersey, whereby the Company and NewGen New Jersey will enter into a reverse triangular merger (the “Merger”). NewGen New Jersey operates as a pharmaceutical company that develops and commercializes enhanced pharmaceuticals and cosmaceuticals through reformulating approved active pharmaceutical ingredients using proprietary nanotechnology platforms. NewGen New Jersey’s platforms and formulations are developed to create improvements in bioavailability, safety, efficacy, dosage reductions, and elimination of fed-fast variability.

InPursuant ~~order~~ to ~~begin~~the ~~executing~~LOI, onwe ~~our~~made ~~business~~an ~~plan,~~advance wein ~~must~~the ~~raise~~amount of $100,000 into ~~equity~~NewGen ~~financing~~New ~~through~~Jersey under the terms of a ~~private~~promissory ~~placement~~note inissued ~~the~~on ~~current~~October ~~year~~27, 2016. WeIf ~~intend~~the toclosing ~~concentrate~~of the ~~majority~~Merger does not occur, the principal amount of ~~our~~the ~~efforts~~LOI onadvance, ~~raising~~together ~~capital~~with ~~during~~accrued ~~this~~interest ~~period~~at the rate of five percent (5%) per annum, shall become due and payable upon the earlier of (i) receipt by NewGen New Jersey of proceeds from a financing in an amount not less than $1,000,000, (ii) an event of default, or (iii) a change in control of NewGen New Jersey. If the closing of the Merger occurs, the promissory note shall be cancelled as an intercompany loan in connection with the transaction.

~~The~~5 ~~table~~Table ~~below sets forth the use~~ of proceeds assuming that 100% of the securities offered for sale in the equity financing are sold. Management believes these costs will cover the necessary expenses for the Company to continue to develop our operations to the point that we may begin delivering services.Contents

Gross Proceeds	$	100,000.00
Offering Expense	$	20,000.00
Net Proceeds	$	100,000.00
Net Proceeds to be used
Inventory	$	40,000.00
Website development	$	5,000.00
Marketing and Advertising	$	20,000.00
Audit, Accounting and filing Fees	$	10,000.00
Working Capital	$	17,217.00
Repayment of accounts payable and accrued liabilities	$	7,783.00

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

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

*The ~~Note~~Merger ~~the~~is ~~offering~~expected ~~expense~~to ~~will~~ be ~~paid~~completed ~~through~~after the ~~sale~~closing ofconditions ~~equity~~set forth in the Merger Agreement have either been satisfied or ~~debt~~waived by the appropriate party or parties thereto. The Merger Agreement contains certain closing conditions typically found in an agreement of such nature, and ~~not~~the ~~with~~closing of the ~~proceeds~~Merger is conditioned upon the approval by the stockholders of NewGen New Jersey. If we are able to close the Merger transaction as contemplated by the Merger Agreement, ifNewGen ~~any~~New Jersey will become our wholly-owned subsidiary, ~~raised~~and ~~from~~we ~~this~~will ~~offering~~report such event on a Current Report on Form 8-K to be filed with the SEC.

IfRESULTS weOF ~~complete the financing, our specific business plan for the next 8 months is as follows:~~OPERATIONS

5Comparison ~~Table~~ of ~~Contents~~Three Months Ended January 31, 2017 and 2016

~~Develop~~We are still in our ~~Website~~initial development stage and have generated no revenues to date.

WeDuring ~~will~~the ~~procure~~three amonth ~~web~~period ~~designer~~ended January 31, 2017, the Company incurred $154,826 in operating expenses, compared to ~~complete~~$11,288 ain ~~corporate~~operating ~~website~~expenses during the three month period January 31, 2016. The increase in operating expenses was due primarily to an increase in professional fees incurred, including legal fees relating to the negotiation and ~~credit~~execution ~~card~~of ~~payment~~the ~~processing~~Merger ~~services~~Agreement and compliance with regulatory reporting requirements associated therewith.

~~Initial~~The ~~Marketing~~Company ~~Campaign~~incurred a net loss of $153,470 during the three month period ended January 31, 2017, compared to a net loss of $11,288 for the three month period ended January 31, 2016. The increase in net loss was due to the increase in operating expenses described above.

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

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

~~Print~~As ~~Media~~of ~~Advertising:~~January We31, ~~intend~~2017, tothe ~~market~~Company ~~our~~had ~~products~~$0 in ~~magazines~~cash and ~~other~~total ~~print~~assets ~~media~~of ~~that~~$201,356, ~~target~~compared anto ~~environmentally~~$0 ~~conscious~~in ~~consumer~~cash ~~base~~and $0 in total assets as of October 31, 2016. The increase in total assets was due to a loan receivable issued to NewGen New Jersey in connection with the pending Merger.

WeAs ~~intend~~of toJanuary ~~spend~~31, up2017, the Company had total liabilities of $230,002, compared to total liabilities of $20125,~~000~~176 onas ~~marketing~~of ~~efforts~~October 31, 2016. The ~~marketing~~increase ~~budget~~in istotal ~~not~~liabilities awas ~~set~~due ~~cost~~to ~~but~~an ~~will~~increase bein ~~based~~accounts onpayable and accrued liabilities, as the ~~amount~~Company ~~raised~~had limited cash flows to repay outstanding obligations as they became due, and an increase in the ~~financing~~amounts owing to a related party for loans received to support the Company’s day-to-day activities and working capital purposes.

~~RESULTS~~Financing ~~OF OPERATIONS~~Arrangements

~~For~~On March 14, 2013, a Registration Statement on Form S-1 was declared effective by the ~~period~~SEC, ~~from~~registering ~~February~~a 25total of 10,000,000 ~~2010~~shares of our common stock (~~date~~the of“Registered ~~inception~~Shares”) toin ~~July~~an initial public offering. As of October 31, ~~2016~~2013, the Company ~~did~~issued ~~not~~2,900,000 ~~earn~~Registered ~~any~~Shares ~~revenues.~~for a total of $29,000 in proceeds and the offering was completed.

~~Comparison~~In connection with the Merger Agreement, we are obligated to conduct an offering of ~~Three~~up ~~Months~~to ~~Ended~~$2,000,000 ~~July~~in 31Units at a price of $1.00 per Unit, ~~2016~~with each “Unit” consisting of one share of our common stock and ~~2015~~a warrant to purchase one share of our common stock at an exercise price of $1.00 per share, exercisable over a 12-month period (the “Offering”). The proceeds of the Offering will be used to fund the ongoing business and operations of NewGen New Jersey following the closing of the Merger.

During the three ~~months~~month period ended ~~July~~January 31, ~~2016~~2017, ~~the~~we ~~Company~~entered ~~incurred~~into ~~$4,000~~securities ofpurchase ~~operating~~agreements ~~expenses~~and ~~compared~~sold ~~with $4~~250,~~400~~000 ofUnits ~~operating~~pursuant ~~expenses~~to ~~during~~ the ~~three months ended July 31~~Offering, ~~2015.~~for ~~The~~aggregate ~~decrease~~proceeds inof ~~operating expenses was attributed to a decrease in general and administrative costs~~$250,000.

~~The~~6 ~~Company~~Table ~~incurred a net loss~~ of ~~$4,000 or $0 per share, for the three months ended July 31, 2016 compared with a net loss of $4,400 or $0 per share, for the three months ended July 31, 2015.~~Contents

~~Comparison~~Subsequent ofto ~~Nine~~our ~~Months~~fiscal ~~Ended~~quarter ~~July~~ended January 31, ~~2016~~2017, on February 15, 2017, we entered into a securities purchase agreement and ~~2015~~sold 50,000 Units pursuant to the Offering, for aggregate proceeds of $50,000.

~~During~~We ~~the~~currently ~~nine~~do ~~months~~not ~~ended~~have ~~July~~sufficient ~~31,~~working ~~2016~~capital ~~the~~to ~~Company~~enable ~~incurred~~us ~~$21,333~~to ofcarry ~~operating~~out ~~expenses~~our ~~compared~~stated ~~with~~plan ~~$19,962~~ of ~~operating~~operation ~~expenses~~for ~~during~~ the ~~nine~~next twelve months. ~~ended~~We ~~July~~plan ~~31,~~to ~~2015.~~complete ~~The~~private ~~increase~~placement insales ~~operating~~of ~~expenses~~our ~~was~~common ~~attributed~~stock in order to araise ~~increase~~the infunds ~~professional~~necessary ~~fees~~to ~~incurred,~~pursue ~~including~~our ~~legal~~plan ~~fees~~of ~~relating~~operation and anto ~~increase~~fund our working capital deficit in ~~general~~order to enable us to pay our accounts payable and ~~administrative~~accrued ~~costs~~liabilities.

~~The~~Any ~~Company~~future ~~incurred~~sale aof ~~net~~additional ~~loss~~equity and debt securities will result in dilution to current stockholders. We may also seek additional loans where the incurrence of ~~$21,333~~indebtedness orwould $0result ~~per~~in ~~share,~~increased ~~for~~debt service obligations and could require the ~~nine~~Company ~~months~~to ~~ended~~agree ~~July~~to ~~31,~~operating ~~2016~~and ~~compared~~financial ~~with~~covenants athat ~~net~~would ~~loss~~restrict ofour ~~$19,962~~operations. Financing may not be available in amounts or $0on ~~per~~terms ~~share~~acceptable to us, ~~for~~if ~~the~~at ~~nine~~all. ~~months~~Any ~~ended~~failure ~~July~~by 31us to raise additional funds on terms favorable to us, ~~2015~~or at all, could limit our ability to expand business operations and could harm our overall business prospects.

~~LIQUIDITY~~Cash ~~AND~~Flows ~~CAPITAL~~from ~~RESOURCES~~Operating Activities

AsDuring ofthe ~~July~~three ~~31,~~month ~~2016~~period ~~and~~ended ~~October~~January 31, ~~2015~~2017, the Company ~~had~~used $11,076 in cash offor operating activities, compared to $010,582 ~~and~~in ~~total~~cash ~~assets~~used offor $0operating activities during the three month period ended January 31, 2016. The slight increase in the cash used for operating activities was attributed to the fact that the Company had to pay more accounts payables that were coming due for outstanding operating activities.

AsCash ofFlows ~~July~~from ~~31,~~Investing 2016, the Company had total liabilities of $104,638 compared with total liabilities of $83,305 as of October 31, 2015. The increase in total liabilities is due to an increase in accounts payable and accrued liabilities as the Company had limited cash flows to repay outstanding obligations as they became due. Activities

6During ~~Table~~the three month periods ended January 31, 2017 and 2016, the Company used $0 in cash for investing activities. In connection with the Merger Agreement, the Company made advances in the amount of ~~Contents~~$200,000 to NewGen New Jersey from the sale of 200,000 Units pursuant to the Offering. The proceeds of such sales were wired directly to NewGen New Jersey from two investors.

OnCash ~~March~~Flows ~~14,~~from ~~2013,~~Financing a Registration Statement on Form S-1 was declared effective by the SEC, registering a total of 10,000,000 shares of our common stock (the "Registered Shares") in an initial public offering (the "Offering"). As of October 31, 2013, the Company issued 2,900,000 Registered Shares for a total of $29,000 in proceeds and the Offering has been completed. Activities

InDuring ~~order~~the tothree ~~execute~~month onperiod ~~our~~ended ~~business~~January ~~strategy~~31, we2017, ~~will~~the ~~require~~Company ~~additional~~received ~~working~~$11,076 ~~capital~~from ~~commensurate~~financing ~~with~~activities, ~~the~~compared ~~operational~~to ~~needs~~its receipt of ~~our~~$10,582 ~~planned~~from ~~marketing~~financing ~~and~~activities ~~development~~during ~~efforts.~~the ~~Accordingly,~~three wemonth ~~expect~~period toended ~~use~~January ~~debt~~31, ~~and/or~~2016. ~~equity~~The proceeds received from financing toactivities ~~fund~~were ~~operations~~funds ~~for~~provided by our former sole director and principal executive officer to support the ~~foreseeable~~Company’s ~~future~~day-to-day activities.

WeOFF-BALANCE ~~anticipate~~SHEET ~~that we will incur the following expenses over the next twelve months:~~ ARRANGEMENTS

	1.	$25,000 in connection with the development of our website and marketing efforts; and
	2.	$10,000 in operating expenses, including professional legal and accounting expenses associated with our company being a reporting issuer under the Securities Exchange Act of 1934.

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

We require a minimum of approximately $35,000 to proceed with our plan of operation over the next twelve months. As we had cash and working capital in the amount of $0 as of July 31, 2016, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. We plan to complete private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operation and to fund our working capital deficit in order to enable us to pay our accounts payable and accrued liabilities. We currently do not have any arrangements in place for the completion of any private placement financings, and there is no assurance that we will be successful in completing any private placement financings.

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

Cash Flows from Operating Activities

During the nine months ended July 31, 2016, the Company used $18,432 of cash for operating activities compared with $28,657 for the nine months ended July 31, 2015. The decrease in the cash used for operating activities was attributed to the fact that the Company paid less accounts payables that were coming due for outstanding operating activities.

Cash Flows from Financing Activities

During the nine months ended July 31, 2016, the Company received $18,432 from financing activities compared with $28,657 for the nine months ended July 31, 2015. The proceeds received from financing activities were financings provided by management to support the Company's day-to-day activities.

OFF-BALANCE SHEET ARRANGEMENTS

CRITICAL ACCOUNTING POLICIES

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete listing of these policies is included in Note 2 of the notes to our financial statements for the nine months ended July 31, 2016. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.

Use of Estimates

7 Table of Contents

Loss Per Common Share

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

Stock-Based Compensation

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

As of July 31, 2016, the Company has not issued any stock-based payments to its employees.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Critical Accounting Estimates

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission'’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

~~Our~~7 ~~management,~~Table ~~with the participation and under the supervision~~ of our Principal Executive Officer and Principal Financial Officer, reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined by Rule 13a-15(e) or 15d-15(e)) of the Exchange Act Rule 13a-15 as of the end of the period covered by this report. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures were effective as of July 31, 2016 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.Contents

Our management, with the participation and under the supervision of our Principal Executive Officer and Principal Financial Officer, reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined by Rule 13a-15(e) or 15d-15(e)) of the Exchange Act Rule 13a-15 as of the end of the period covered by this report. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures were effective as of January 31, 2017 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Our management team will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ending ~~July~~January 31, ~~2016~~2017 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

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

~~None~~During the three month period ended January 31, 2017, we entered into securities purchase agreements with foreign institutional investors and sold 250,000 Units of our securities at a price of $1.00 per Unit, for aggregate proceeds of $250,000. Each Unit is comprised of one share of our common stock and a warrant to purchase one share of our common stock at an exercise price of $1.00 per share, exercisable over a 12-month period. The proceeds of the sales were used as advances to NewGen New Jersey for working capital and transaction expenses ($200,000) and payment to the Company’s legal counsel in satisfaction of accounts payable ($50,000). The sale and issuance was exempt from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) pursuant to the exemption for offshore transactions, as defined in Rule 902 under Regulation S, or the exemption for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, based upon representations made to the Company by such investors.

~~Item~~Subsequent 3to our fiscal quarter ended January 31, 2017, on February 15, 2017, we entered into a securities purchase agreement with a foreign institutional investor and sold 50,000 Units of our securities at a price of $1.00 ~~Defaults~~per ~~Upon~~Unit, ~~Senior~~for aggregate proceeds of $50,000. Each Unit is comprised of one share of our common stock and a warrant to purchase one share of our common stock at an exercise price of $1.00 per share, exercisable over a 12-month period. The proceeds of the sale were deposited in the Company’s bank account and are intended to be used for general working capital purposes and transaction expenses. The sale and issuance was exempt from the registration requirements of the Securities Act pursuant to the exemption for offshore transactions, as defined in Rule 902 under Regulation S, or the exemption for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, based upon representations made to the Company by such investors.

~~None~~Item 3. Defaults Upon Senior Securities.

~~Item 4~~None. ~~Mine Safety Disclosures~~

~~Not~~Item ~~applicable~~4. Mine Safety Disclosures.

~~Item~~Not 5applicable. ~~Other Information~~

~~None~~Item 5. Other Information.

~~9 Table of Contents~~None.

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Item 6. Exhibits.

Exhibit
Exhibit No.		Description
No.		Description
2.1		Agreement and Plan of Merger dated January 10, 2017, by and among NewGen BioPharma Corp., NewGen Merger Sub Inc., and NewGen BioPharma Corporation (incorporated by reference to our Current Report on Form 8-K, as filed with the SEC on January 11, 2017).
3.1		Articles of Incorporation, as amended (incorporated by reference to our ~~Registration~~Annual ~~Statement~~Report on Form S10-1K for the year ended October 31, 2016, as filed with the SEC on ~~December~~January 2325, ~~2011~~2017).
3.2		Amended and Restated Bylaws (incorporated by reference to our ~~Registration~~Current ~~Statement~~Report on Form S8-1K, as filed with the SEC on ~~December~~November 2321, ~~2011~~2016).
10.1*		Form of Securities Purchase Agreement.
10.2*		Form of Warrant.
31*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		Interactive Data Files.

_________

* Filed herewith.

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SIGNATURES

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

	GREENWIND NRG INC.
	NEWGEN BIOPHARMA CORP.
Dated: September 7, 2016	By:	/s/ Jerwin Alfiler
Dated: March 9, 2017	By:	/s/ Bradford Long
	Name:	~~Jerwin~~Bradford ~~Alfiler~~Long
	Title:	President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial ~~Officerand~~Officer and Principal Accounting Officer)

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