ITEM 1.	DESCRIPTION OF BUSINESS
GENERAL
The Company was incorporated in Florida on July 16, 1998 under the name of Salty’s Warehouse, Inc. and was engaged in selling name brand consumer products over the Internet. The Company focused on selling consumer electronics and audio-video equipment such as speakers, amplifiers, and tuners, although the Company also sold assorted other goods such as watches, sunglasses and sports games. On December 11, 2006, owners of an aggregate of 241,431 shares (22,450,000 shares before reflecting the effect of the cancelation of 11,952,999 shares, a 4.6 to 1 forward split in 2007, a 40 to 1 reverse split in 2009 and 5 to 1 reverse split in January 2012) of common stock, of Salty’s Warehouse, Inc. sold in a private transaction all of the shares held by them to a group of approximately 54 purchasers. As a result of this transaction, a change of control in the Company occurred resulting in a change in the name of the Company to E World Interactive, Inc. (the “Company” or “E World”). At that time, E World mainly engaged in selling of online game services and media production business in Mainland China.
Having operated in this sector for some time, the Company then disposed of its subsidiaries Shanghai E World China Information Technologies Co., Ltd (“E World China”) and Mojo Media Works Limited in August 2008, and following this ceased all business in online game and media production business and became a dormant shell company.
In March of 2009, the Company entered into a stock purchase agreement with Blue Atelier, Inc. Blue Atelier acquired 5,000,000 (25,000,000 shares before the effect of the 5 to 1 reverse split in January 2012) newly authorized and issued common stock of E World Interactive Inc. (“EWRL”) after E World executed a forty to one reverse split of the issued and outstanding common stock and also entered into a series of agreements with various holders of Convertible Notes to convert its notes payable plus accumulated interest to E World Common Stock in the aggregate to 1,374,566 (6,872,830 shares before the effect of the 5 to 1 reverse split in January 2012) shares of common stock. As a result of this transaction, a change of control in the Company occurred in E World Interactive, Inc. with Blue Atelier then owning 75% of the outstanding common stock of E World.
In May 2010, the Company acquired 100% of the outstanding common stock of Media and Technology Solutions, Inc., a Nevada corporation with a variety of media and related interests in rights and emerged from dormant shell status. The consideration for the purchase of Media and Technology was 2,000,00 shares (10,000,000 shares before the effect of the 5 to 1 reverse split in January 2012) of E World Common Stock and Blue Atelier Inc., the principle shareholder of Media and Technology is also the largest shareholder in E World. Following this acquisition, E World moved its principal office to Las Vegas, Nevada. The acquisition of Media and Technology has been accounted for similar to a pooling in accordance with GAAP because the entities were under common control.
On September 17, 2011 E World Interactive entered into a letter of intent (the “LOI”) with Green Renewable Energy Solutions, Inc. (“GRES”) the purpose of which is to acquire the assets of GRES which included certain contracts for the acceptance, processing and disposal of construction and demolition waste and as part of this agreement, E World changed its name to Green Energy Renewable Solutions (“the Company” , “Green Energy Renewable Solutions” or “GERS”), effective December 12, 2011. As part of this LOI, Green Energy Renewable Solutions (F/K/A E World) would complete a 5 to 1 reverse split, spin-out its subsidiary company E World Corp and Media and Technology Solutions, Inc. and complete the transaction with the issue of stock for the purchase of the assets of Green Renewable Energy Solutions, Inc.
On January 26, 2012 Green Energy Renewable Solutions, Inc. (F/K/A E World Interactive, Inc.) completed the 5 to 1 reverse split and on February 01, 2012 E World Corp including its subsidiary company, Media and Technology Solutions, Inc. was spun out as a separate private company by way of share dividend with one E World Corp share issued for every share held on the date of the reverse split approval. FINRA approved the name change and reverse split on January 26, 2012.
On February 4, 2012 Green Renewable Energy Solutions, Inc. executed the Asset Purchase Agreement with Green Energy Renewable Solutions, Inc. (F/K/A E World Interactive, Inc.), the issuer herein. Under the terms of the Asset Purchase Agreement Green Energy Renewable Solutions (F/K/A E World Interactive, Inc.), purchased all of the assets of Green Renewable Energy Solutions, Inc. for 4,604,667 common shares of Green Energy Renewable Solutions, Inc. F/K/A E World Interactive, Inc. and a further 2,302,333 common shares of deferred consideration.
Green Energy Renewable Solutions key area of business is focused on the development of a construction and demolition waste business opportunity in Highland Park, Michigan and the further development of waste to energy opportunities related to this business.
Green Energy Renewable Solution has its head office at 2029 Paradise Road, Las Vegas, NV 89104.
Green Energy Renewable Solutions, Inc. has never declared bankruptcy and has never been in receivership. The common stock of Green Energy Renewable Solutions, Inc. is quoted on the OTC Bulletin Board under the symbol EWRL.QB.
The Company has a December 31st fiscal year end.
EMPLOYEES
At December 31, 2011 the Company had three employees, Mr. Joe Durant as Company President and Chief Executive Office, Mr. Frank O Donnell as Executive Vice President, Business Development and Mr. Gerry Shirren as Company Secretary and Chief Financial Officer.
ITEM 2.
ITEM 2.	DESCRIPTION OF PROPERTY
Green Energy Renewable Solutions, Inc. has a parcel of real estate at Lincoln Ave. Highland Park, MI and has an entered into an letter of intent to purchase a further parcel of real estate at Oakman Blvd. Highland Park MI which is it currently leasing.
The Company’s offices are at 2029 Paradise Road, Las Vegas, Nevada 89104 comprised of facilities for administrative offices.
ITEM 3.
ITEM 3.	LEGAL PROCEEDINGS
No legal proceedings were initiated or served upon the Company in the fiscal year ending December 31, 2011. We are not currently involved in any material legal proceedings. We are not aware of any material legal proceedings pending against us.
ITEM 4.
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Subsequent to December 31, 2012, the company executed a 5/1 reverse split following the approval of the majority of the shareholders holding over 71% of the shares eligible to vote supporting the Board’s decision for the reverse split. The reverse split along with the change of name to Green Energy Renewable Solutions, Inc. was approved by FINRA on January 26, 2012.
In September 2009, the company executed a 40/1 reverse split following the approval of a majority of the shareholders with the holders of over 56% of the shares eligible to vote supporting the Board’s decision for the reverse split.
PART II
ITEM 5.
ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
On December 31, 2011, there were approximately 70 shareholders of record and an undetermined number of holders in street name. The Company’s common stock is traded on the Over the Counter Bulletin Board, trading symbol “EWRL”
ITEM 6
ITEM 6	SELECTED FINANCIAL DATA	
Not applicable.
ITEM 7.
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Green Energy Renewable Solutions, Inc. common stock is quoted on the Over-The-Counter Bulletin Board under the symbol “EWRL.QB”. The first available quotations on the Over-The-Counter Bulletin Board appeared at the end of January 2007. The quotations provided are for the over the counter market which reflect interdealer prices without retail mark-up, mark-down or commissions, and may not represent actual transactions. The prices included below have been obtained from sources believed to be reliable:
Holders
Total shares outstanding as of December 31, 2011 were 46,262,480 (9,252,499 post 5 to 1 reverse split); and were held by approximately 70 shareholders of record and an undetermined number of holders in street name.
Dividend Policy
Green Energy Renewable Solutions, Inc. has never paid a cash dividend on its common stock and does not anticipate paying any cash dividends on its common stock in the next 12 month period.
We intend to follow a policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends in the foreseeable future. The declaration and payment of future dividends on common stock will be the sole discretion of the Board of Directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This statement may include projections of future results and “forward looking statements” as that term is defined in Section 27A of the Securities Act of 1933 as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). All statements that are included in this Annual Report, other than statements of historical fact, are forward looking statements. Although management believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions and estimates that affect the amounts reported. Note 2 of the accompanying notes to the consolidated financial statements describes the significant accounting policies used in the preparation of the financial statements. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.
A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes:
· We are required to make assumptions about matters that are highly uncertain at the time of the estimate; and
· Different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.
Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations.
a)Impairment of Long-Lived Assets and Intangible Assets
Long-lived assets and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of the long-lived assets and intangible assets (other than goodwill) by comparing the carrying amount to the estimated future undiscounted cash flow associated with the related assets. The Company recognizes impairment of long-lived assets and intangible assets in the event that the net book value of such assets exceeds the estimated future undiscounted cash flow attributed to such assets. The Company uses estimates and judgments in its impairment tests and if different estimates or judgments had been utilized, the timing or the amount of the impairment charges could be different.
Green Energy Renewable Solution’s Business Plan
Green Energy Renewable Solutions (F/K/A E World) has a business plan centered on processing and recycling waste materials and the creation of energy from waste products.
The Green Energy Renewable Solutions Business Model is a rapid growth multi-stage model. Initially, the Company will generate revenue from tipping fees from acceptance of construction and demolition waste material and in November 2011, the Company acquired its first location for construction and demolition waste processing in Highland Park, Michigan. As soon as permitting is approved, the Company will also generate revenue from the sale of processed construction and demolition recyclables; primarily metal, plastic, cardboard, asphalt, and wood.
The next stage of this development will be on-site waste-to-energy (WTE) processing plant, the Company will use processed construction and demolition waste to produce electricity and sell it to local utilities and municipalities under power purchase agreements (PPAs).
Under an asset purchase agreement with Green Renewable Solutions Inc., the company acquired certain contacts including a contract with Disposal Specialties, LLC (“Disposable Specialties”) for the supply of Construction & Demolition Debris (C&D). Under the terms of the contract Disposal Specialties will deliver 1000 tons of construction and demolition waste per day to the Company’s Highland Park facility. The Company is guaranteed a minimum “tipping” fee of $10.00 per ton for the delivered construction and demolition waste.
Reports estimate that on average over 10,000 tons of construction and demolition material is generated in the Southeast Michigan market daily. In addition to the current volume of construction and demolition waste generation, the City of Detroit has received Federal funding to demolish structures within the city which have exceeded their useful life. Under this program an estimated 10,000 structures are to be demolished over the next 4-5 years. The Company is well positioned to compete for this expanding volume. The Company believes that with its current commitments and indications of interest it can exceed the contracted 1,000 tons of construction and demolition waste per day at its facility.
Financial Condition and Results of Operations
Below is a comparison of results of operations for the years ending December 31, 2011 and December 31, 2010.
The Company reported a net loss of $336,602 for the year ending December 31, 2011 versus a net loss of $165,760 for the year ending December 31, 2010.
For the year ending December 31, 2011; the primary contributors to the net loss $336,602 were professional fees of $241,280; development project $14,125, construction and demolition waste project $38,843 and travel expense of $15,272. Interest expense for 2011 was $12,000. For the year ending December 31, 2010; primary contributors to the net loss of $165,760 included professional fees of $138,375; other general and administrative expenses of $17,271; interest expense of $9,000 and loss on foreign currency exchange of $1,113.
Prior period comparisons of results are impacted by developing operations during the periods covered.
Liquidity and Capital Resources
During the year ending December 31, 2011 net cash used in operating activities totaled $180,841. Cash generated by financing activities was $213,188 from the sale of common stock for cash and cash used in investing activities totaled $32,752. Decrease in cash for the period was $405.
During the year ending December 31, 2010 net cash used in operating activities totaled $66,920. Cash provided by investing activities totaled $950 from the sales of subsidiary stock for cash prior to acquisition. Cash provided by financing activities totaled $66,614. Increase in cash for the period was $644.
Convertible Notes
In May 2010, the Company acquired Media and Technology Solutions, Inc., and Media and Technology holds an 8% convertible note with Blue Atelier, Inc., the majority shareholder of Green Energy Renewable Solutions. The convertible note was issued by Media and Technology in connection with the purchase of intangible assets. The note matures on June 30, 2012 with interest due at maturity and may be converted to common stock at a price to be agreed. During the year, as part of an internal reorganization, the ownership of Media and Technology was assigned to E World Corp, a wholly owned subsidiary of Green Energy Renewable Solutions.
After the balance sheet date, E World Corp including its subsidiary company, Media and Technology Solutions, Inc. was spun out as a separate private company by way of share dividend. The convertible note with Blue Atelier, Inc. together with accrued interest remained with Media and Technology Solutions, Inc.
Material Impact of Known Events on Liquidity
Other than the general economic, financial and credit problems being experienced throughout the world markets and economies resulting in a general reduction of available credit and investment funds; we have not identified any known trends or any known demands, commitments, events or uncertainties that will result in or are reasonably likely to result in a material increase or decrease in our liquidity. We have historically financed our operations through the sale of our common equity and continue to experience the same difficulties in the current financial environment as we had in the past. Our limited operational history and lack of current revenues are more of an impact on financing efforts to sustain and expand our operations than the global economic condition.
Cash Flow Requirements for Operations
As of December 31, 2011 we had available cash of $316. Based on our historical cash needs and our business plan, we require approximately $250,000 for operations for the coming year. We currently have legal and accounting expenses with no revenue generating operations. We rely on advances from our majority shareholder to fund our operating needs.
Going Concern
Our continuation as a going concern is dependent upon obtaining the additional working capital necessary to sustain our current status. As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of $4,514,336 from inception to December 31, 2011 and $490,462 during the development stage from April 1, 2010 through December 31, 2011. The future of the Company is dependent upon its ability to obtain additional financing. Management plans to seek additional financing through debt or the sale of its common stock through private placements. There is no assurance that the will raise sufficient funds to continue. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements or financing activities with special purpose entities.
ITEM 8.
ITEM 8.	FINANCIAL STATEMENTS
Our financial statements, together with the report of auditors, are as follows:
GREEN ENERGY RENEWABLE SOLUTIONS, INC.
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2011 AND DECEMBER 31, 2010
Green Energy Renewable Solutions, Inc.
Financial Statements Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Green Energy Renewable Solutions, Inc.
We have audited the accompanying consolidated balance sheets of Green Energy Renewable Solutions, Inc. (FKA: E World Interactive, Inc) (A Development Stage Company) (the “Company”) as of December 31, 2011 and 2010 and the related consolidated statements of operations, stockholders’ deficit, comprehensive income, and cash flows for the years then ended and for the period from April 1, 2010 (Development Stage entry date) through December 31, 2011. Green Energy Renewable Solutions’ management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Green Energy Renewable Solutions, Inc.(FKA: E World Interactive, Inc.) (A Development Stage Company) as of December 31, 2011 and 2010 and the results of their operations and its cash flows for the years then ended and for the period from April 1, 2010 (Development Stage entry date) through December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ De Joya Griffith & Company, LLC
Henderson, Nevada
April 11, 2011
Anthem Village Dr., Henderson, NV 89052
Telephone (702) 563-1600 ● Facsimile (702) 920-8049
Member Firm with
Russell Bedford International
Green Energy Renewable Solutions, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(Audited)
The accompanying notes are an integral part of these consolidated financial statements.
Green Energy Renewable Solutions , Inc.
(A Development Stage Company)
Consolidated Statements of Operations
(Audited)
The accompanying notes are an integral part of these consolidated financial statements.
Green Energy Renewable Solutions , INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Audited)
The accompanying notes are an integral part of these consolidated financial statements.
Green Energy Renewable Solutions , Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Deficit and Comprehensive Income
The accompanying notes are an integral part of these consolidated financial statements.
Green Energy Renewable Solutions, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
Note 1 - Nature of Operations
The Company was incorporated in Florida on July 16, 1998 under the name of Salty’s Warehouse, Inc. and was engaged in selling name brand consumer products over the Internet. The Company focused on selling consumer electronics and audio-video equipment such as speakers, amplifiers, and tuners, although the Company also sold assorted other goods such as 6watches, sunglasses and sports games. On December 11, 2006, owners of an aggregate of 241,431 shares (22,450,000 shares before reflecting the effect of the cancelation of 11,952,999 shares, a 4.6 to1 forward split in 2007, a 40 to 1 reverse split in 2009 and 5 to1 reverse split in January 2012) of common stock, of Salty’s Warehouse, Inc. sold in a private transaction all of the shares held by them to a group of approximately 54 purchasers. As a result of this transaction, a change of control in the Company occurred resulting in a change in the name of the Company to E World Interactive, Inc. (the “Company” or “E World”). At that time, E World mainly engaged in selling of online game services and media production business in Mainland China.
Having operated in this sector for some time, the Company then disposed of its subsidiaries Shanghai E World China Information Technologies Co., Ltd (“E World China”) and Mojo Media Works Limited in August 2008, and following this ceased all business in online game and media production business and became a dormant shell company.
In March of 2009, the Company entered into a stock purchase agreement with Blue Atelier, Inc. Blue Atelier acquired 5,000,000 (25,000,000 shares before the effect of the 5 to 1 reverse split in January 2012) newly authorized and issued common stock of E World Interactive Inc. (“EWRL”) after E World executed a forty to one reverse split of the issued and outstanding common stock and also entered into a series of agreements with various holders of Convertible Notes to convert its notes payable plus accumulated interest to E World Common Stock in the aggregate to 1,374,566 shares (6,872,830 shares before the effect of the 5 to 1 reverse split in January 2012) of common stock. As a result of this transaction, a change of control in the Company occurred in E World Interactive, Inc. with Blue Atelier then owning 75% of the outstanding common stock of E World.
In May 2010, the Company acquired 100% of the outstanding common stock of Media and Technology Solutions, Inc., a Nevada corporation with a variety of media and related interests in rights and emerged from dormant shell status. The consideration for the purchase of Media and Technology was 2,000,000 shares (10,000,000 shares before the effect of the 5 to 1 reverse split in January 2012) of E World Common Stock and Blue Atelier Inc., the principle shareholder of Media and Technology is also the largest shareholder in E World. Following this acquisition, E World moved its principal office to Las Vegas, Nevada. The acquisition of Media and Technology has been accounted for similar to a pooling in accordance with GAAP because the entities were under common control’. Media and Technology Solutions commenced operations as a Development Stage Company on April 01, 2010 and as the acquisition was accounted for as a pooling of entities under common control, the Company is considered a Development Stage company from the same date, April 01, 2010.
On September 17, 2011 E World entered into a letter of intent (the “LOI”) with Green Renewable Energy Solutions, Inc. (“GRES”) the purpose of which is to acquire the assets of GRES which included certain contracts for the acceptance, processing and disposal of construction and demolition waste and as part of this agreement, E World changed its name to Green Energy Renewable Solutions (“Green Energy Renewable Solutions” or “GERS”), effective December 12, 2011. As part of this LOI, Green Energy Renewable Solutions (F/K/A E World Interactive) would complete a 5 to 1 reverse split, spin-out its subsidiary company E World Corp and Media and Technology Solutions, Inc. and complete the transaction with the issuance of stock for the purchase of the assets of Green Renewable Energy Solutions, Inc.
Green Energy Renewable Solutions, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
On January 26, 2012 Green Energy Renewable Solutions, Inc. (F/K/A E World Interactive, Inc.) completed the 5 to 1 reverse split. FINRA approved the name change and reverse split on January 26, 2012. The effect of this reverse split has retroactively reflected in the financial statements.
On February 1, 2012 E World Corp including its subsidiary company, Media and Technology Solutions, Inc. was spun-out as a separate private company. The spin-out was completed by way of share dividend with one E World Corp share issued for every share held on the date of the reverse split approval.
On February 04, 2012 Green Renewable Energy Solutions, Inc. executed the Asset Purchase Agreement with Green Energy Renewable Solutions, Inc. (F/K/A E World Interactive, Inc.), the issuer herein. Under the terms of the Asset Purchase Agreement Green Energy Renewable Solutions (F/K/A E World Interactive, Inc.), purchased all of the assets of Green Renewable Energy Solutions, Inc. for 4,604,667 common shares of Green Energy Renewable Solutions, Inc. (F/K/A E World Interactive, Inc.) and a further 2,302,333 common shares of deferred consideration.
Green Energy Renewable Solutions’ key area of business is focused on the development of construction and demolition waste business opportunity in Highland Park, Michigan and the further development of waste to energy opportunities related to this business.
Green Energy Renewable Solutions has its head office at 2029 Paradise Road, Las Vegas, NV 89104.
Note 2 - Summary of Significant Accounting Policies
a)Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below.
On April 1, 2010, the Company entered into the development stage accumulating a net loss of $490,462 from April 1, 2010 to December 31, 2011.
b)Principles of Consolidation
The consolidated financial statements include the accounts of Green Energy Renewable Solutions and its wholly owned subsidiaries. On July 27, 2011 the Company incorporated a new wholly owned subsidiary E World Corp and on May 24, 2010, the company had acquired 100% of the outstanding stock of Media and Technology Solutions, Inc. On the date of acquisition, Media and Technology was 95% owned by Blue Atelier, Inc., the majority shareholder of Green Energy Renewable Solutions Interactive, Inc. and the acquisition was accounted by means of a pooling of the entities from the date of inception of Media and Technology on February 1, 2010 because the entities were under common control. All significant inter-company transactions and balances have been eliminated. Ownership of Media and Technology Solutions, Inc. was transferred to E World Corp, a transaction which had no effect on the consolidated financial statements at December 31, 2011. On February 01, 2012 E World Corp was spun-out of Green Energy Renewable Solutions, a transaction that is not reflected in these financial statements at December 31, 2011 other than by way of note here and further below as Note 9 Subsequent Events.
Green Energy Renewable Solutions, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
c)Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents.
d)Use of Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and footnotes thereto. Actual results could differ from those estimates. Significant estimates inherent in the preparation of the consolidated financial statements include accounting for asset impairments, reserves established for doubtful accounts, stock-based compensation, depreciation and amortization, business combinations, income taxes, litigation matters and contingencies.
e)Significant Risks and Uncertainties
The Company's management believes that changes in any of the following areas could have a material adverse effect on the Company's future financial position, results of operations or cash flows: the Company's limited operating history; the Company’s ability to acquire new companies with profitable operations; the company’s ability to generate revenue and positive cash flow; advances and trends in new technologies and industry standards; competition from other competitors; regulatory related factors; risks associated with the Company's ability to attract and retain employees necessary to support its growth; and risks associated with the Company's growth strategies.
f)Impairment of Long-Lived Assets and Intangible Assets
Long-lived assets and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of the long-lived assets and intangible assets (other than goodwill) by comparing the carrying amount to the estimated future undiscounted cash flow associated with the related assets. The Company recognizes impairment of long-lived assets and intangible assets in the event that the net book value of such assets exceeds the estimated future undiscounted cash flow attributed to such assets. The Company uses estimates and judgments in its impairment tests and if different estimates or judgments had been utilized, the timing or the amount of the impairment charges could be different.
Green Energy Renewable Solutions, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
g)Leases
Leases for which substantially all of the risks and rewards of ownership of assets remain with the leasing company are accounted for as operating leases. The Company leased office space from Anthem Investments, LLC until September 2011 and from October 2011, leased office space at 1001 Convention Center Drive, Las Vegas, 89109 on a month-to-month basis until moving to its current offices at 2029 Paradise Road, Las Vegas 89104. The company has agreed to purchase real estate at Highland Park, Michigan, 48203 and pending closure of the purchase, the company is leasing the real estate on a month-to-month basis.
h)Taxation
The Company accounts for income taxes under the provisions of Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 740, “Income Taxes”. Under ASC 740, income taxes are accounted for under the asset and liability method. Deferred taxes are determined based upon differences between the financial reporting and tax bases of assets and liabilities at currently enacted statutory tax rates for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period of change. A valuation allowance is provided on deferred tax assets to the extent that it is more likely than not that such deferred tax assets will not be realized. The total income tax provision includes current tax expenses under applicable tax regulations and the change in the balance of deferred tax assets and liabilities. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on technical merits. Income tax provisions must meet a more likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods.
i)Basic and Diluted Net Earnings (Loss) Per Share
The Company computes net income (loss) per share in accordance with ASC 205-10, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive and is not presented in the accompanying statements.
Green Energy Renewable Solutions, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
j)Foreign Currency Translation
The functional and reporting currency of the Company is the United States dollar (“US dollar”). Monetary assets and liabilities denominated in currencies other than the US dollar are translated into the US dollar at the rates of exchange as of the balance sheet date. Transactions in currencies other than the US dollar during the year converted into US dollar at the applicable rates of exchange prevailing at the first day of the month transactions occurred. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of comprehensive income (loss) in the statement of stockholders’ equity.
k)Comprehensive Income
The Company utilizes ASC 220-10, "Comprehensive income". This statement establishes standards for the reporting and display of comprehensive income (loss) and its components in the financial statements. Elements of the Company’s comprehensive income (loss) are reported in the accompanying consolidated statements of equity and comprehensive income (loss), and the balance of accumulated other comprehensive income consisted solely of foreign currency translation adjustments.
l)Fair value of Financial Instruments
The carrying value of the Company’s financial instruments, including cash, amounts due to shareholders/related parties and accounts and other payables approximate their respective fair values due to the immediate or short-term maturity of these instruments.
It is management’s opinion that the Company is not exposed to significant interest, price or credit risks arising from these financial instruments.
m)Concentration of Credit Risk
Financial instruments that potentially expose the Company to significant concentrations of credit risk consist principally of cash. The Company places its cash with financial institutions with high-credit ratings.
n)Stock-Based Compensation
The Company has adopted FASB Accounting Standards Codification Topic 718-10, “Compensation- Stock Compensation” (“ASC 718-10”) which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees and directors. Under the fair value recognition provisions of ASC 718-10, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period.
Green Energy Renewable Solutions, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.
o)Recent Accounting Pronouncements
The Company has evaluated recent pronouncements through Accounting Standards Updates “ASU” 2011-12 and believes that none of them will have a material impact on the Company’s financial position, results of operations or cash flows.
Note 3 - Going Concern
The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. The Company had no revenue during the periods presented and has an accumulated deficit of $4,514,336 and an accumulated deficit since entry into the development stage of $490,462. Our ability to continue as a going concern is dependent upon the creation of profitable operations. The Company has operated principally with the assistance of interest free loan advances from its major shareholder, Blue Atelier, Inc. We also intend to use other borrowings and security sales to mitigate the effects of our cash position, however, no assurance can be given that debt or equity financing, if and when required, will be available. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should we be unable to continue as a going concern.
Note 4 - Related Party Transactions
The Company records transactions of commercial substance with related parties at fair value as determined with management. The following is a list of related party transactions and balances as of December 31, 2011 and 2010:
Amounts due to shareholders/related parties are non-interest bearing, unsecured, and due upon demand. Media and Technology Solutions, Inc., a wholly owned subsidiary of E World Corp, holds an 8% convertible note with Blue Atelier, Inc., the majority shareholder of Green Energy Renewable Solutions. The convertible note was issued by Media and Technology in connection with the purchase of intangible assets. The note matures on March 31, 2012 with interest due at maturity. Media and Technology as a subsidiary of E World Corp was spun-out as a separate company in February 2012 (see Note 9 Subsequent Events).
Green Energy Renewable Solutions, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
On September 20, 2011 E World Corp entered into a short term loan note with Green Renewable Energy Solutions, Inc. and Joe Durant, its controlling shareholder, for $5,000 which was due and repayable on November 20, 2011. Green Energy Renewable Solutions (F/K/A E World Interactive, Inc.) entered into a letter of intent with Green Renewable Energy Solutions, Inc. to acquire the assets of Green Renewable Energy which was completed in February 2012. Mr Joe Durant is the controlling shareholder of Green Renewable Energy Solutions and also become a director and CEO of Green Energy Renewable Solutions f/k/a E World in August 2011. The short-term loan note has an annual interest rate of 12% and is secured on the assets of the borrower and remains outstanding on December 31, 2011.
Note 5 - E World Corp
E World Corp was incorporated in Nevada in July 2011 as a wholly owned subsidiary of Green Energy Renewable Solutions f/k/a E World Interactive, Inc. and whose principal purpose is to develop new projects and continue the development of projects not related to business of construction and demolition waste recycling in Highland Park, Michigan and the further development of waste to energy opportunities related to this. As part of this reorganization of the Company operations, the ownership of wholly owned subsidiary, Media and Technology Solutions, Inc. was transferred to E World Corp. On February 01, 2012 E World Corp including its subsidiary company, Media and Technology Solutions, Inc. was spun out as a separate private company by way of share dividend with one E World Corp share issued for every share held.
E World Corp’s primary focus is the development renewable energy projects and seeks to consolidate renewable energy technologies to be a provider of integrated energy solutions. Renewable energy storage is a key area of future business for E World Corp. Combining strategic partnerships with major technology owners; E World Corp will become the agent for these technologies in territories and locations where E World Corp is seeking to operate and to have exclusivity for these technologies in these territories or for specific applications. E World Corp, with its media subsidiary Media and Technology Solutions, Inc. will seek to develop marketing opportunities to showcase latest technologies and renewable energy developments.
Note 6 - Operating Lease Commitments
The Company currently leases office space on a month to month basis at 1001 Convention Center Drive, Las Vegas, 89109 on a month to month basis until moving to its current offices at 2029 Paradise Road, Las Vegas 89104. The company has agreed to purchase real estate at Highland Park, Michigan, 48203 and pending closure of the purchase, the company is leasing the real estate on a month to month basis, for a period not to exceed 6 months, at $5,000 per month with purchase price of the real estate to be reduced by 50% of the lease payments.
Note 7 - Income Taxes
The Company provides for income taxes under FASB ASC 740, Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.
Green Energy Renewable Solutions, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $117,811 ($58,016 in 2010) which is calculated by multiplying a 35% estimated tax rate by the cumulative NOL of $324,602. The total valuation allowance is $113,611 ($58,016 in 2010). Details for the last two periods follow:
The estimated corporate federal net operating loss carryfoward (NOL) of $113,611 ($58,016 from 2010) will expire in 2031. At December 31, 2011, the company had available unused federal operating loss carry forwards of approximately $1,739,671 ($1,633,860 in 2010) for federal taxes that may provide future tax benefits, expiring between 2021 and 2022.
Green Energy Renewable Solutions, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
Note 8 - Common Stock
Change in Par Value
On March 25, 2011, Green Energy Renewable Solutions (the “Company”) sent to the Division of Corporations, Amendment Section, Florida Secretary of State an Amendment specifying the following: “This Corporation is authorized to issue one hundred and fifty million (150,000,000) shares, designated as “Common Stock” and five million (5,000,000) shares designated as “Preferred Stock,” both shall have $0.001 par value. The only change to the Articles of Incorporation consisted of adding a par value of $0.001 when previously the par value was $0. The change in par value has been retroactively reflected in the accompanying financial statements.
Reverse Split
On October 4, 2011 the Board of Directors approved a 5 to 1 reverse stock split of its issued and outstanding common stock. The stock split has been retroactively applied to these financial statements resulting in a decrease in the number of shares outstanding and a decrease in the par value of common stock with a corresponding increase in additional paid-in capital. The reverse stock split was approved by FINRA on January 26, 2012 and all share amounts included in these financial statements have been retroactively restated to reflect this reverse stock split.
Other Stock Issues
On May 25, 2010, the Company issued 2,000,000 of newly authorized and issued common stock for the acquisition of 100% of the outstanding stock of Media and Technology Solutions, Inc. in accordance with the stock purchase agreement with the shareholders. Blue Atelier, Inc. was at the time of the acquisition, the 95% shareholder of Media and Technology Solutions, Inc.
On February 01, 2012 Media and Technology issued 1,900,000 shares of newly authorized and issued common stock for $950 cash and 100,000 shares of newly authorized and issued common stock for services of $50.
On July 08, 2010, the Company issued 2,000 of newly authorized and issued common stock for services of $150.
On October 04, 2011, the Company issued 600,000 shares of newly authorized and issued common stock for $150,000 cash.
The number of shares issues referred to in Note 8 here show the retroactive application of stock splits.
Note 9 - Subsequent Events
On January 26, 2012 Green Energy Renewable Solutions, Inc. (F/K/A E World Interactive, Inc.) completed the 5 to 1 reverse split and on February 01, 2012 E World Corp including its subsidiary company, Media and Technology Solutions, Inc. was spun out as a separate private company by way of share dividend with one E World Corp share issued for every share held on the date of the reverse split approval. FINRA approved the name change and reverse split on January 26, 2012. The effect of this reverse split has retroactively reflected in the Financial Statements.
Green Energy Renewable Solutions, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
On January 26, 2012 the Company completed the 5 to 1 reverse split following FINRA’s approval of the name change and reverse split. On February 01, 2012, E World Corp including its subsidiary company, Media and Technology Solutions, Inc. was spun-out as a separate private company by way of share dividend with one E World Corp share issued for every share held on the date of the reverse split approval. The retroactive effect of this reverse split is reflected in the financial statements.
Below represents the unaudited pro-forma balance sheets for Green Energy Renewable Solutions and for E World Corp and subsidiaries at December 31, 2011 to show the effect of the spin-out of E World Corp and subsidiaries as if the spin-out took place at December 31, 2011. The spin-out was completed effective February 01, 2012.
On February 04, 2012 Green Renewable Energy Solutions, Inc. executed the Asset Purchase Agreement with Green Energy Renewable Solutions, Inc. (F/K/A E World Interactive, Inc.), the issuer herein. Under the terms of the Asset Purchase Agreement Green Energy Renewable Solutions (F/K/A E World Interactive, Inc.), purchased all of the assets of Green Renewable Energy Solutions, Inc. for 4,604,667 common shares of Green Energy Renewable Solutions, Inc. (F/K/A E World Interactive, Inc.) and a further 2,302,333 common shares of deferred consideration.
On February 04 and March 08, 2012, 524,787 shares were issued in respect of $52,478 arising from various consulting, retainer agreements and advisory services and 3,655,820 shares were in respect of $365,582 of financing facilities provided to the Company by E World Corp in respect of start-up costs relating to the construction and demolition waste operations at Highland Park MI and other operating overheads.
ITEM 9.
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no disagreements between the Company and its independent accountants on any matter of accounting principles or practices or financial statement disclosure. On August 09 of 2010 the Board of Directors approved the engagement of De Joya Griffith and De Joya Griffith had continued as its independent registered public accounting firm since that date.
ITEM 9A.
ITEM 9A.	CONTROLS AND PROCEDURES
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2011. This evaluation was carried out under the supervision of Chief Financial Officer, Gerry Shirren. Based upon that evaluation, Principal Financial Officer concluded that, as of December 31, 2011, our disclosure controls and procedures were effective.
We performed analysis and other post-closing procedures to ensure that our financial statements are prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations, changes in stockholders’ equity and cash flows for the periods presented.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure. Such disclosure controls and procedures are limited in their effect by the limitation of the numbers of staff available to allow for the desirable level of division of responsibilities and oversight of the controls and procedures.
A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Our control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
1.Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of our assets;
2.Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles; that receipts and expenditures are being made only with proper authorizations of management and directors; and
3.Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of company assets that could have a material effect on the financial statements.
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. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. 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.
A material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 5) or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. The effectiveness of these safeguards, procedures and controls are limited in their effectiveness by the limitation of division of responsibility and oversight in these procedures.
Management, including our President acting as principal executive officer and our principal financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Over Financial Reporting - Guidance for Smaller Public Companies published in June of 2006 and the PCAOB preliminary staff views published October 17, 2007. Based on our assessment and those criteria, management concluded that during the period covered by this report, our internal control and procedures over financial reporting were effective as of December 31, 2011.
Material Weaknesses
1.The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011. In making this assessment, the Company’s management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control - Integrated Framework.” Based on this assessment, management concluded that, as of December 31, 2011, the Company’s internal control over financial reporting was effective based on this framework.
2.As of December 31, 2010, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2010. This evaluation was carried out under the supervision of Chief Financial Officer, Gerry Shirren. Based upon that evaluation, Principal Financial Officer concluded that, as of December 31, 2010, our disclosure controls and procedures were not effective. In connection with the audit of our consolidated financial statements for the year ended December 31, 2010, our independent registered accounting firm, De Joya Griffith & Company, LLC, reported to the Company’s Board of Directors that they observed inadequate review and approval of certain aspects of the accounting process that they consider to be a material weakness in internal control. To remediate these weaknesses, the company sought advice and concluded that additional divisional of responsibility within its management in addition to stronger review procedures were required. The company implemented stronger review procedures and a Chief Executive Officer was appointed in August 2011.
Attestation Report of the Registered Public Accounting Firm
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Inherent Limitations on the Effectiveness of Controls
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems 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. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.
These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
ITEM 9B.
ITEM 9B.	CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART III
ITEM 10.
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Directors, Executive Officers and Corporate Governance
The directors and officers are as follows:
Mr. Durant has been an entrepreneur and business consultant for the past 25 years. He has gained considerable experience in structuring, developing, operating and financing start-up and early stage development companies. He has successfully launched three start-up companies including one that went public on NASDAQ. Mr. DuRant has secured start up and operating capital through private and public equity and debt instruments . He is currently working with strategic technology developers and manufacturers to achieve the commercial deployment of new biomass gasification technology systems to produce waste to energy electricity and fuel production. Strategic alliances with technology manufacturers representing widely deployed technologies and new cutting edge waste to energy technologies are expected to provide a significant advantage to GRES in selecting the most efficient operating systems specific to each location.
Mr. Shirren has held senior positions in media and entertainment companies for over 20 years, including production and distribution companies based in Europe and the US specializing in family programming. He has been extensively involved in international co-production, financing including many multi-territory co-productions between Europe and Asia. From 1997 to 2005, Mr. Shirren was Joint-Managing Director of TerraGlyph Productions and TerraGlyph Rights Limited, an animation production and distribution studio based in Dublin, Ireland and from 2005 to May 2008, as Joint Managing Director of Digital Animation Media Limited, an animation production and animation software tools company servicing the animation industry. Most recently, since October 2007 until May 2009, he was Consultant CFO working with Valcom Inc, (OTCBB: VLCO) and during this time, the company successfully reorganized in Chapter 11 bankruptcy, emerged from bankruptcy in September 2008 and acquired the TV network subsidiary, My Family TV (formerly Faith TV). Mr. Shirren is a Fellow of the Association of Chartered Certified Accountants (FCCA) having qualified as a Certified Accountant (ACCA) in 1988.
Mr O Donnell founded Universal Electronics Inc. which went public in '93 and has sold over 200 million universal remotes. Mr. O'Donnell was responsible for the establishment of the universal remote control in the cable television and satellite industries with companies like Motorola, Scientific Atlanta, Time Warner Cable and Comcast. Mr. O’Donnell is also involved as founder of companies developing proprietary battery technology and is developing a full range of electric vehicles, re-charging stations and other smart-grid interfaces and services.
Mr. Garman has been engaged as the lead recycling broker for Green Solutions and a broker in the waste and recycling industry. Mr. Garman has been brokering for waste and recycling providers in Michigan since April 1st, 2002 and is currently servicing over 40 million annually in government contracts and over 10 million in private industry.
Mr. Rothstein resigned from the Board of Directors February 15, 2011.
The directors shall be elected at an annual meeting of the stockholders and except as otherwise provided within the Bylaws of Green Energy Renewable Solutions, Inc., as pertaining to vacancies, shall hold office until his successor is elected and qualified.
The directors of Green Energy Renewable Solutions, Inc. are aware of no petitions or receivership actions having been filed or court appointed as to the business activities, officers, directors, or key personnel of Green Energy Renewable Solutions, Inc.
There are no familial relationships among the officers and directors, nor are there any arrangements or understanding between any of our directors or officers or any other person pursuant to which any officer or director was or is to be selected as an officer or director.
No non-compete or non-disclosure agreements exist between the management of Green Energy Renewable Solutions, Inc. and any prior or current employer.
There are no employees under contract with Green Energy Renewable Solutions, Inc.
Green Energy Renewable Solutions, Inc. has not, nor proposes to do so in the future, make loans to any of its officers, directors, key personnel, 10% stockholders, relatives thereof, or controllable entities.
Board of Director Meetings and Committees
The Board of Directors held no formal meetings during the year ended December 31, 2011. The board has conducted board activities through unanimous consent board resolutions in lieu of meetings. The directors received no compensation for their role as directors for the year ended December 31, 2011.
The board has not defined any committees and performs all functions that would be delegated.
Code of Ethics
The board of directors of Green Energy Renewable Solutions, Inc. has not adopted a written Code of Ethics. The board of directors believes our current business conduct and ethics promote honest and ethical conduct, handling of conflicts which may arise, timely and complete reporting and disclosure compliance with the Securities and Exchange Commission, compliance with all applicable governing laws, and accountability for our conduct.
The Company is currently managed by two officers and four directors. The company intends to adopt a written code of ethics as soon as the executive management and Board of Directors is expanded.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the company’s directors and officers, and persons who own more than ten-percent (10%) of the company’s common stock, to file with the Securities and Exchange Commission reports of ownership on Form 3 and reports of change in ownership on Forms 4 and 5. Such officers, directors and ten-percent stockholders are also required to furnish the company with copies of all Section 16(a) reports they file. Based solely on its review of the copies of such forms received by the company and on written representations from certain reporting persons, the company believes that all Section 16(a) reports applicable to its officers, directors and ten-percent stockholders were filed with respect to the fiscal year ended December 31, 2011.
CERTAIN LEGAL PROCEEDINGS
No director, nominee for director, or executive officer has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.
ITEM 11.
ITEM 11.	EXECUTIVE COMPENSATION
Summary Compensation Table
Notes:
We had no pension plans or plans or agreements which provide compensation on the event of termination of employment or change in control of us and have therefore eliminated a column specified by Item 402 (c)(2) titled “Change in Pension Value and Nonqualified Deferred Compensation Earnings (h)” in the above Summary Compensation Table No family relationships exist among any directors, executive officers, or persons nominated or chosen to become directors or executive officers. As of December 31, 2011, Green Energy Renewable Solutions, Inc. has no group life, health, hospitalization or medical plans available for its employees. Further, Green Energy Renewable Solutions, Inc. had no pension plans or plans or agreements which provide compensation on the event of termination of employment or change in control of us.
Employment Agreements
As of the year ended December 31, 2011, Green Energy Renewable Solutions, Inc. has not entered into formal employment agreements with any of our executive officers or directors. Until a formal employment agreement is put in place, Mr. Shirren is accepting compensation at a rate of $5,000 per month, based on the Company’s ability to pay and Mr. Durant is accruing salary at the rate of $7,500 per month and Mr. O Donnell was accruing salary $10,000 up to September 2011 and $7,500 per month from September 2011 to December 2011.
Compensation of Directors
Green Energy Renewable Solutions paid no compensation to any directors as director’s fees, nor any fees for attendance or similar remuneration or reimbursement for any out-of-pocket business expenses incurred, for the year ended December 31, 2011.
ITEM 12.
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 2011; the beneficial ownership of Green Energy Renewable Solutions, Inc. common stock by each person known to the company to beneficially own more than five percent (5%) of the company’s common stock, including options, outstanding as of such date and by the officers and directors of the company as a group. Except as otherwise indicated, all shares are owned directly:
Common Stock
*See note below
There were no options or warrants outstanding at December 31, 2011.
Total shares outstanding as of December 31, 2011 were 9,252,499 held by approximately 72 shareholders of record and an undetermined number of holders in street name. All ownership is beneficial and of record except as specifically indicated otherwise. Beneficial owners listed above have sole voting and investment power with respect to the shares shown unless otherwise indicated.
Frank O Donnell, Director of the Company is the controlling shareholder of Blue Atelier, Inc.
On September 17, 2011 E World Interactive entered into a letter of intent (the “LOI”) with Green Renewable Energy Solutions, Inc. (“GRES”) the purpose of which to acquire the assets of GRES which included certain contracts for the acceptance, processing and disposal of construction and demolition waste and as part of this agreement, E World changed its name to Green Energy Renewable Solutions (“Green Energy Renewable Solutions” or “GERS”), effective December 12, 2011. As part of this LOI, Green Energy Renewable Solutions f/k/a E World would complete a 5 to 1 reverse split, spin out its subsidiary company E World Corp and Media and Technology Solutions, Inc. and complete the transaction with the issue of stock for the purchase of the assets of Green Renewable Energy Solutions, Inc.
Arising from the Letter of Intent entered into on September 17, Green Energy Renewable Solutions, Inc. (F/K/A E World Interactive, Inc.) executed the Asset Purchase Agreement with Green Renewable Energy Solutions, Inc. and issued 4,604,667 common shares of Green Energy Renewable Solutions, Inc. (F/K/A E World Interactive, Inc.) and a further 2,302,333 common shares of deferred consideration.
Joe Durant, the President, CEO and Director of the Company, is the controlling shareholder of Green Renewable Energy Solutions, Inc.
ITEM 13.
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Director Independence/Audit Committee
The board of directors of Green Energy Renewable Solutions, Inc. has determined that for the purpose of and pursuant to the instructions of item 401(e) of regulation S-B titled Audit Committee Financial Expert, Inc. Green Energy Renewable Solutions, Inc. does not have a designated Audit Committee and relies on the board of directors to perform those functions. Joe Durant, Frank O Donnell or Gerry Shirren are not independent as defined by item 401(e)(ii) of regulation S-B.
Related Party Transactions
On March 30, 2009, the Company entered into a stock purchase agreement with Blue Atelier, Inc., to pledge 10,000,000 pre-reverse split common stocks of EWRL as collateral and to reduce outstanding debt with the creditor to a balance not exceeding $100,000 in order to secure the following financing and security sales:
1)Blue Atelier will acquire 5,000,000 newly authorized and issued common stock of Green Energy Renewable Solutions Inc. (“EWRL”) after EWRL executes a forty to one reverse split of the presently issued and outstanding EWRL common stock in exchange for $250,000. The number of shares issues referred to reflects the retroactive application of stock splits.
2)The Company completed the forty to one reverse split in September 2009 and entered into a series of agreements with various holders of Convertible Notes to convert $2,226,185 of notes payable plus accumulated interest of $501,283 to E World Common Stock in the aggregate of 1,374,566 shares common stock. Following this, Blue Atelier acquired 5,000,000 of newly authorized and issued common stock for $250,000 in accordance with the stock purchase agreement. The number of shares referred to reflects the retroactive application of stock splits.
On May 24, 2010, the Company entered into a purchase agreement with the shareholders of Media and Technology Solutions, Inc. to acquire 100% of the outstanding stock of Media and Technology Solutions, Inc. On the date of acquisition, Media and Technology was 95% owned by Blue Atelier, Inc. the majority shareholder of Green Energy Renewable Solutions, Inc. The consideration for the purchase was 2,000,000 shares of common stock for 100% of the outstanding stock of Media and Technology. The number of shares issues referred to reflects the retroactive application of stock splits.
The Company records transactions of commercial substance with related parties at fair value as determined with management. The following is a summary of related party transactions and balances as of December 31, 2011 and 2010:
PART IV
ITEM 14.
ITEM 14.	EXHIBITS AND REPORTS ON FORM 8-K
Green Energy Renewable Solutions, Inc. includes by reference the following exhibits:
Green Energy Renewable Solutions, Inc. includes herewith the following exhibits:
ITEM 15.
ITEM 15.	PRINCIPAL ACCOUNTANT FEES AND SERVICES
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements and review of financial statements included in the registrant's Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ending December 31, 2010 and 2011 were: $24,097 and $11,850 respectively.
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant's financial statements and are not reported under item (1) for the fiscal years ending December 31, 2010 and 2011 were: $ 0 and $ 0, respectively.
(3) Tax Fees
No aggregate fees were billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning for the fiscal years ending December 31, 2010 and 2011.
(4) All Other Fees
No aggregate fees were billed for professional services provided by the principal accountant, other than the services reported in items (1) through (3) for the fiscal years ending December 31, 2010 and 2011.
(5) Audit Committee
The registrant's Audit Committee, or officers performing such functions of the Audit Committee, have approved the principal accountant's performance of services for the audit of the registrant's annual financial statements and review of financial statements included in the registrant's Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal year ending December 31, 2011. Audit-related fees, tax fees, and all other fees, if any, were approved by the Audit Committee or officers performing such functions of the Audit Committee.
(6) Work Performance by Others
The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than 0 percent.
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.
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature
Title(s)
Date
/s/ Gerry Shirren
Secretary and Director
April 13, 2012
Gerry Shirren
(Secretary)
/s/ Gerry Shirren
Principal Financial and Accounting Officer
April 13, 2012
Gerry Shirren
(Principal Financial and Accounting Officer)