American Fiber Green Products (AFBG) 10-Q 2009 Q2 Quarterly report

UNITED STATES SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESAND EXCHANGE ACT OF 1934

For the quarterly period endedJune 30, 2009

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGEACT OF 1934

Commission File Number0-29711

———————

American Fiber Green Products, Inc.

(Exact name of issuer in its charter)

———————

NEVADA	91-1705387
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
4209 Raleigh Street, Tampa, FL	33619
(Address of Principal Executive Offices)	(Zip Code)

(813) 247-2770

(Issuer’s telephone number)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(g) of the Act:

$.001 par value preferred stock	Over the Counter Bulletin Board
$.001 par value common stock	Over the Counter Bulletin Board

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  ¨

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months   (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ YES   ¨ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and

Large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer¨	Accelerated filer¨
Non-accelerated filer¨	Smaller reporting companyþ

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

Transitional Small Business Disclosure Format (check one): Yes¨ Nox 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).Yes¨ Nox 

There were 11,385,735 shares of the Registrant’s $.001 par value common stock outstanding as of March 31, 2009.

TABLE OF CONTENTS

AMERICAN FIBER GREEN PRODUCTS, INC.

FORM 10-Q – INDEX

PAGE

PART I FINANCIAL INFORMATION

PART II OTHER INFORMATION

i

PART I—FINANCIAL INFORMATION

American Fiber Green Products, Inc.

Statements in this Form 10Q Quarterly Report may be “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on our current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These assumptions are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in this Form 10Q Quarterly Report, under “Management’s Discussion and Analysis of Financial Condition or Plan of Operation” and in other documents which we file with the Securities and Exchange Commission.

 In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, changes in technology, fluctuations in our quarterly results, our ability to continue and manage our growth, liquidity and other capital resource issues, competition, fulfillment of contractual obligations by other parties and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10Q Quarterly Report, except as required by law.

1

PART I FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATMENTS

AMERICAN FIBER GREEN PRODUCTS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

	June 30,  2009			December 31, 2008
	(unaudited)
ASSETS
Current Assets:
Cash	$	—		$	25
Other receivables, net		42,464			35,926
Total current assets		42,464			35,951
Notes receivable, net		98,405			98,405
Machinery, Equipment and Tooling, net of Accumulated Depreciation of $23,750 and $22,500		25,000			27,500
Total Assets	$	165,869		$	161,856
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	358,769		$	350,308
Accrued expenses		7,450			4,450
Subscription payable		10,000			10,000
Total current liabilities		376,219			364,758
Notes payable to shareholders		298,035			298,035
Deferred wages		714,197			682,697
Accrued interest payable		617,475			579,723
Other payables, related parties		226,959			224,192
Total Liabilities		2,232,885			2,149,405
Stockholders’ Deficit
Preferred stock, $.001 par value; 5,000,000 shares authorized; no shares issued or outstanding		—			—
Common stock, $.001 par value; 350,000,000 shares authorized; 11,385,735 (March 31, 2009) and (December 31, 2008) shares issued and outstanding		11,386			11,386
Additional paid in capital		2,423,383			2,423,383
Accumulated deficit		(4,501,785	)		(4,422,318	)
Total stockholder’s deficit		(2,067,016	)		(1,987,549	)
Total Liabilities and Stockholders’ Deficit	$	165,869		$	161,856

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

2

AMERICAN FIBER GREEN PRODUCTS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

UNAUDITED

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Marketing, general and administrative expenses	$	23,053		$	39,923		$	46,357		$	74,445
Interest expense		18,237			29,602			39,647			60,673
Interest income		(3,308	)		(3,041	)		(6,537	)		(7,006	)
Total other income (expense)		(37,982	)		(66,484	)		(79,467	)		(128,112	)
Income (loss) before income taxes		(37,982	)		(66,484	)		(79,467	)		(128,112	)
Income taxes		—			—			—			—
Net income (loss)	$	(37,982	)	$	(66,484	)	$	(79,467	)	$	(128,112	)
Basic and diluted income (loss) per share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Basic and diluted weighted average number of common shares outstanding		11,385,735			10,474,423			11,385,735			9,862,025

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

3

AMERICAN FIBER GREEN PRODUCTS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2008 AND THE SIX MONTHS ENDED JUNE 30, 2009

	Common Stock Shares		Common Stock Amount		Additional Paid in Capital			Accumulated Deficit			Total
Balance, December 31, 2007		9,249,628	$	9,250	$	2,318,510		$	(4,260,658	)	$	(1,932,898	)
Issuance of common stock for payment of a note payable and accrued interest		2,120,188		2,120		104,889						107,009
Transfer agent share adjustment		15,919		16		(16	)
Net loss									(161,660	)		(161,660	)
Balance, December 31, 2008		11,385,735		11,386		2,423,383			(4,422,318	)		(1,987,549	)
Net loss for the six months ended June 30, 2009 (unaudited)									(79,467	)		(79,467	)
Balance, June 30, 2009 (unaudited)		11,385,735	$	11,386	$	2,423,383		$	(4,501,785	)	$	(2,067,016	)

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

4

AMERICAN FIBER GREEN PRODUCTS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30,

(UNAUDITED)

		2009		2008
Operating activities
Net loss	$	(79,468	)	$	(128,112	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation		2,500			2,500
Increase (decrease) in:
Prepaid expenses		—			—
Interest receivable, related parties		( 6,537	)		( 6,871	)
Accounts payable and accrued expenses		11,461			33,629
Deferred compensation		31,500			37,150
Net cash used by operating activities		(40,544	)		(61,704	)
Investing activities
Other LT assets & liabilities		37,752			11,761
Net cash used by investing activities		37,752			11,761
Financing activities
Issuance of common stock		---			73,221
Proceeds from issuance of notes payable		2767			2,650
Payments from issuance of notes payable		---			(26,000
Net cash provided by financing activities		2,767			49,871
Net decrease in cash		(25	)		(72	)
Cash at beginning of year		25			72
Cash at end of period	$	—		$	—

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

5

AMERICAN FIBER GREEN PRODUCTS, INC.

Notes To Consolidated Condensed Financial Statements

As of June 30, 2009 and for the Three and Six Month Periods Ended June 30, 2009 and 2008

NOTE 1 - ORGANIZATION AND BUSINESS

American Fiber Green Products, Inc. (AFBG) came into existence as a result of the following transactions:

In March of 1993, William Amour founded Amour Hydro Press, Inc. (AHP) to conduct research and development to commercialize proprietary technology that would allow the Company to process waste fiberglass and resins into new commercially viable products.

In January of 1996 the Board of Directors authorized the merger of AHP with Amour Fiber Core, Inc. a Washington corporation. Each common share of Amour Hydro Press, Inc. was exchanged for 280 common shares of Amour Fiber Core, Inc. The authorized shares of Amour Fiber Core, Inc. were 5,000,000 shares. The company operated under this configuration until June 1998 when the Board of Directors approved a three for one forward split (3:1) increasing the authorized shares from 5,000,000 to 15,000,000 common shares. Amendments to the Articles of Incorporation were filed with the State of Washington. Although approved and recorded, the 3:1 forward split was not reported to the transfer agent of the Company. The resulting change in common stock was from 3,675,996 to 11,027,988 common shares issued and outstanding.

Within months of these actions, William Amour, founder and driving force behind the business was diagnosed with cancer and died in 1999. Attempts by the board to continue the operation of Amour Fiber Core, Inc. resulted in substantially more debt and ultimately the cessation of operations. The value of the company was in the exclusive rights to the proprietary technology, as well as the resources developed to source raw material and vendors and the ability to create viable products from waste material. There were 884 shareholders of record at the time of William Amour’s passing and they remained committed to the success of the Company. The Company ceased operations in January 2000, however, management continued to search for investors to be able to restart production.

On September 15, 2001, after several months of discussion and negotiations, Kenneth McCleave incorporated American Leisure Products, Inc. a Florida corporation, of which he was the sole shareholder of the 100,000 issued and outstanding shares for the purpose of merger with Amour Fiber Core, Inc. The terms and conditions of said merger included Mr. McCleave’s assistance in resolution of a number of problems restricting Amour. Litigation with the landlord and disgruntled note holders threatened the collapse of the Company unless amicable resolution was achieved. The terms of the merger were established and the concerns were resolved over the subsequent 24 months.

In May of 2004, following appropriate shareholder consent and board action, Amour Fiber Core, Inc. (Washington) merged with a newly formed Nevada corporation of the same name and with the same issued and outstanding shares 11,027,988. Amour Fiber Core, Inc. (Nevada) has authorized 350,000,000 common and 5,000,000 preferred shares.

On May 24, 2004, Amour Fiber Core, Inc. (Nevada) then entered into an Agreement and Plan of Merger with American Leisure Products, Inc., a Florida corporation with a total issued and outstanding 100,000 common shares. A 1:6 reverse split of the Amour Fiber Core, Inc. shares held by the AFC shareholders reduced the issued and outstanding common shares of AFC (Nevada) from 11,027,988 to 1,837,998. The merger called for each share of ALP to convert to 73.52 shares of Amour Fiber Core, Inc. (Nevada). The sole shareholder of ALP received 7,352,000 shares of Amour Fiber Core, Inc. (Nevada) in the merger (i.e. a conversion ratio of 73.52:1). Following this transaction, Amour Fiber Core, Inc. (Nevada) had 9,189,998 shares outstanding.

Following this merger and in keeping with the Shareholder Consent and subsequent board action, the name of Amour Fiber Core, Inc. (Nevada) was changed to American Fiber Green Products, Inc. American Leisure Products, Inc. (a Florida corporation) became a wholly owned subsidiary of American Fiber Green Products, Inc. The assets and opportunities of American Fiber Green Products, Inc. (f/k/a Amour Nevada and Amour Washington) were moved to a newly formed, Amour Fiber Core, Inc., (a Florida Corporation) as a wholly owned subsidiary. The resulting structure is American Fiber Green Products, Inc. (Nevada) holding 100% of the stock of American Leisure Products, Inc. (Florida) and Amour Fiber Core, Inc. (Florida).

6

AMERICAN FIBER GREEN PRODUCTS, INC.

Notes To Consolidated Condensed Financial Statements

As of June 30, 2009 and for the Three and Six Month Periods Ended June 30, 2009 and 2008

NOTE 2 - GOING CONCERN

The accompanying consolidated condensed financial statements have been prepared assuming the Company will continue as a going concern. The Company’s continued existence is dependent upon the Company’s ability to obtain additional debt and/or equity financing. The Company has incurred losses since inception and, the Company has not generated any revenues from its products. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The Company will begin construction of a plant upon funding and expects to complete the project and to begin production within the next 18 months. Although the cost of construction has not been quantified, the Company estimates the cost to be approximately $250,000 per plant unit. Management plans to raise additional funds through the sale of sub-licensing agreements, project financings or through future sales of their common stock, until such time as the Company’s revenues ar e sufficient to meet its cost structure, and ultimately achieve profitable operations. There is no assurance that the Company will be successful in raising additional capital or achieving profitable operations. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 3 – FINANCIAL STATEMENTS

In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three and six month periods ended June 30, 2009 and 2008, (b) the financial position at June 30, 2009 and December 31, 2008, and (c) cash flows for the six month periods ended June 30, 2009 and 2008, have been made.

The unaudited financial statements and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The accompanying financial statements and notes should be read in conjunction with the audited financial statements and notes of the Company for the fiscal year ended December 31, 2008. The results of operations for the three and six month periods ended June 30, 2009 and 2008 are not necessarily indicative of those to be expected for the entire year.

The accompanying consolidated financial statements include the activity of the Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation.

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

NOTE 4 - NOTES RECEIVABLE

The Company has made loans to several companies, both owned by officers and stockholders of the Company and to unrelated parties. The purpose of these loans was to invest in other fiberglass manufacturing businesses in order to facilitate the development and production of fiberglass products. The Company does not expect repayment of these amounts to occur during the next 12 months.

Notes receivable are made up of the following:

Note receivable, related party, 10% interest, due May 12, 2004 (past maturity)	$	6,000
Note receivable, related party, 10% interest, due April 30, 2005 (past maturity)		52,452
Note receivable, related party, 10% interest, due April 22, 2005 (past maturity)		20,253
Note receivable, related party, 8% interest, due April 20, 2008 (past maturity)		14,700
Note receivable, unrelated party, 8% interest, due August 8, 2008 (past maturity)		5,000
	$	98,405

7

AMERICAN FIBER GREEN PRODUCTS, INC.

Notes To Consolidated Condensed Financial Statements

As of June 30, 2009 and for the Three and Six Month Periods Ended June 30, 2009 and 2008

The above related party transactions are not necessarily indicative of the terms and amounts that would have been incurred had comparable agreements been made with independent parties.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

The Company entered into an employment agreement with a key employee. The employment agreement is for a period of three years, with prescribed percentage increases beginning in 2007 and can be cancelled upon a written notice by either employee or employer (if certain employee acts of misconduct are committed). The total annual payment under the employment agreement is $63,000 for 2009.

The Company anticipates that it will enter into employment contracts with two other key employees in 2009 under similar terms and conditions. Specifics will be determined by the Compensation Committee and approved by the Board of Directors.

The Company entered into an agreement with three individuals to join the Company’s board of directors. Directors will be reimbursed for actual expenses incurred while performing their duties. Under the terms of the agreement the individuals will receive no other compensation, although this may change in the future.

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company is currently operating in a facility leased and operated by Public Acquisition Company (PAC). PAC is owned by Ken McCleave, Chairman of AFBG. No occupancy cost has been charged to AFBG by PAC as of June 30, 2009. There is no assurance that this favorable treatment will continue in the future if AFBG begins to facilitate operations at that site.

The above related party transactions are not necessarily indicative of the terms and amounts that would have been incurred had comparable agreements been made with independent parties.

NOTE 7 - DEFERRED WAGES

The Company has accrued salaries owed to four individuals. Only one of the four employees is covered by an employment agreement; see Note 5. The amounts due are fixed without any interest or other escalating cost and the Company does not expect to make any payments on these deferred wages during the next twelve months, and therefore the balances are classified as non-current.

NOTE 8 - NOTES PAYABLE

Notes payable at June 30, 2009 consist of the following:

Note payable, individual, past maturity, 8.75% interest; unsecured	$	101,500
Note payable, individual, past maturity, 14.00% interest; unsecured	$	30,000
Note payable, individual, past maturity, 14.00% interest; unsecured	$	10,000
Note payable, individual, past maturity, 14.00% interest; unsecured	$	10,000
Note payable, individual, past maturity, 10.50% interest; unsecured	$	100,000
Note payable, individual, past maturity, 10.50% interest; unsecured	$	18,000
Note payable, individual, past maturity, no interest; unsecured	$	15,000
Note payable, individual, past maturity, 10.00% interest; unsecured	$	1,535

Interest on the first four notes above (aggregate total note amount of $151,500) has been forgiven as of March 31, 2008 from note holders and assigns and no longer accrue interest as of that date.

8

AMERICAN FIBER GREEN PRODUCTS, INC.

Notes To Consolidated Condensed Financial Statements

As of June 30, 2009 and for the Three and Six Month Periods Ended June 30, 2009 and 2008

NOTE 9 - OTHER PAYABLES, RELATED PARTIES

Long-term payables are due to PAC (Public Acquisition Company – a wholly owned business of Kenneth McCleave), Nimble Boat Works (a wholly owned business of Kenneth McCleave), Daniel L. Hefner (President and Chief Operating Officer of AFBG) for cash advances made to AFBG.

Due to PAC	$	223,915
Due to Nimble Boat Works	$	2,094
Due to Dan Hefner	$	950

Company loans payable to PAC in the amount of $214,670, included above, bear 10.00% interest. These loans were primarily associated with the acquisition of Amour Fiber Core.

NOTE 10 – RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the Financial Accounting Standards Board (FASB) issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162,” (SFAS 168). SFAS 168 replaces SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” and establishes the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Stan dards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. The issuance of SFAS 168 and the Codification does not change GAAP. SFAS 168 becomes effective for the Company for the period ending September 30, 2009. The adoption of SFAS 168 will not have an impact on the financial statements.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R),” (SFAS 167). SFAS 167 amends FASB Interpretation No. 46 (Revised December 2003), “Consolidation of Variable Interest Entities—an interpretation of ARB No. 51,” (FIN 46(R)) to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity; to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity; to add an additional reconsideration event for determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a gro up, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance; and to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity. SFAS 167 becomes effective for the Company on January 1, 2010. Management is currently evaluating the potential impact of SFAS 167 on the financial statements.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”), which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). SFAS 165 requires disclosure of the date through which the entity has evaluated subsequent events and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and will not result in significant changes in the subsequent events reported by the Company. SFAS 165 is effective for interim or annual periods ending after June 15, 2009. The Company implemented SFAS 165 during the quarter ended June 30, 2009. The Company evaluated for subsequent events through August 14, 2009, t he issuance date of the Company’s financial statements.

Other recent accounting pronouncements issued by FASB (including EITF), the AICPA and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

9

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION

THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS “ANTICIPATED,” “BELIEVE,” “EXPECT,” “PLAN,” “INTEND,” “SEEK,” “ESTIMATE,” “PROJECT,” “WILL,” “COULD,” “MAY,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH STATEMENTS REFLECT THE COMPANY’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN, POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND THE COMPANY’S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.

The following discussion and analysis should be read in conjunction with “Selected Financial Data” and our financial statements and related notes thereto included elsewhere in this registration statement. Portions of this document that are not statements of historical or current fact are forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this registration statement should be read as applying to all related forward-looking statements wherever they appear in this registration statement. Our actual results could differ materially from those anticipated in the forward-looking statements. Factors that could cause our actual results to differ materially from those anticipated include those discussed in “Risk Factors,” “Business” and “Forward-Looking Statements.”

General Overview

American Fiber Green Products, Inc.

From its inception, American Fiber Green Products, Inc. (f/k/a Amour Hydro Press, Inc; Amour Fiber Core, Inc. [Washington]; Amour Fiber Core, Inc. [Nevada]) has had a focus on the production of Fiberglass Reinforced Plastic (FRP) products to take to market, beginning with the patented recycling technology developed by William Amour, the Company’s founder. After spending millions of dollars on research and development and proving that the technology could, in fact, recycle fiberglass waste and produce superior fiberglass products, the Company was forced to suspend operations due to the death of Mr. Amour in 1999. Several years of stagnation and distress left the Company, its creditors and its nearly 850 shareholders on the verge of total loss. In 2001 Kenneth McCleave started dialogue with the Management and shareholders of the Company about merging with American Leisure Products, Inc., a company that would use virgin materials to produce vintage cars, boats and other FRP products. These discussions resulted in a concerted effort by McCleave and his team, as well as the Officers and Directors of the Company, to establish support for and confidence in the proposed plan of merger. In May of 2004 after much creditor negotiation, resolution of legal matters and personal visits with hundreds of shareholders representing over 70% of the issued and outstanding shares of the Company’s common stock, the merger was completed between Amour Fiber Core, Inc. (Nevada) and American Leisure Products, Inc. (Florida). Simultaneously, the combined companies effected a name change to American Fiber Green Products, Inc. (AFBG). The Company established that the future operations of the two merged companies would represent two divisions of AFBG. Amour Fiber Core, Inc. (Florida) had been formed to be a subsidiary of American Fiber Green Products, Inc. specifically fiberglass waste recycling. American Leisure Products, Inc. (Florida) will produce fiberglass compon ents from new materials.

Amour Fiber Core

We plan to generate revenues from several areas; a technology and proprietary process for the recycling of fiberglass. Revenues can be produced from the following areas:

10

Amour Fiber Core’s primary focus will be to recycle fiberglass, produce products from recycled material and sell license agreements for its process. The Company has developed, tested and previously placed into limited commercial production, a new technology for fiberglass reclamation manufacturing. It has adapted this technology to establish a manufacturing business. From the research and development in Amour’s early stages many different products have been prototyped and tested. Building on this foundation, management has determined that the pilot plant to be constructed in Florida and will produce general planking or boards for marine decking and seawalls. Marketing the planking will help to “brand” our name through park benches and picnic tables as part of our first line of finished goods.

We intend to offer contracts for licensing of our patented technology. The Company believes that licensing its technology to businesses in foreign countries and the North American market can be an effective method to maximize the return on its investment in the continued development of its fiberglass recycling technology, without significant additional capital outlays. Additionally, such licensing agreements will increase the Company’s public visibility and general awareness of its technology. The licensee will be required to pay an upfront fee for the sub-license, equipment and training prior to delivery and a royalty fee to the Company for each item produced by the licensee. If the wholesale price of the licensee’s produced products are significantly below the production costs of products produced by the Company, the Company may also offer to purchase product from the licensees. The Company believes the establishment of licensees in various foreign countries is an effective means of introducing the Company’s technology into new markets without major capital outlays.

American Leisure Products

American Leisure Products (ALP) will produce FRP parts within the fiberglass industry. In addition, the Company will produce parts from the company owned molds for the after market hot rod industry and the marine industry. ALP will produce and sell vintage car bodies, boats, and other fiberglass components in the leisure products line. The leisure market has been defined in recent years as one of the fastest growing market segments because of ‘baby boomers’ who have reached a point of financial affluence and increasing leisure time. Their desire to enjoy the ‘fruits of their labor’ has created a massive market that our products will feed. The Company currently owns molds for several products, but will also be acquiring additional molds and tooling as funding is achieved through debt or equity or the combination.

Results of Operations

Revenues

The Company had no revenue for the three and six months ended June 30, 2009. The Company has suspended all operations for the past several years while management effected the changes in corporate structure, built a management team, studied the market trends, and generated investment interest in the Company’s business model and opportunity. The Company plans to build a pilot plant during the years ended December 31, 2009 and 2010. The Company has begun the process of establishing a network of sub-licensees to collect and process waste fiberglass and to produce finished goods from that process. These sub-licenses will provide income to the Company in initial fees for acquiring the license as well as ongoing revenue from production royalties.

For the three months ended June 30, 2009 compared to the three months ended June 30, 2008:

Marketing, general and administrative expenses – During the three months ended June 30, 2009 and 2008, marketing, general and administrative expenses totaled $23,053 and $39,923, respectively. The decrease of $16,870 to an overall decrease in spending as the Company continues to work towards raising additional capital to begin production.

Interest Expense - During the three months ended June 30, 2009 and 2008 interest expense totaled $18,237 and $29,602, respectively. The decrease of $11,365 was due to several notes being converted to common stock during the previous year. The Company has also negotiated with note holders and assigns to have interest after March 31, 2008 forgiven on four additional notes.

The net loss for the three months ended June 30, 2009 and 2008 was $37,982 and $66,484, respectively. The decrease of $28,502 was mainly attributable to the decrease in operating expenses and interest expense.

11

For the six months ended June 30, 2009 compared to the six months ended June 30, 2008:

Marketing, general and administrative expenses – During the six months ended June 30, 2009 and 2008, marketing, general and administrative expenses totaled $46,357 and $74,445, respectively. The decrease of $28,088 to an overall decrease in spending as the Company continues to work towards raising additional capital to begin production.

Interest Expense - During the six months ended June 30, 2009 and 2008 interest expense totaled $39,647 and $60,673, respectively. The decrease of $21,026 was due to several notes being converted to common stock during the previous year. The Company has also negotiated with note holders and assigns to have interest after March 31, 2008 forgiven on four additional notes.

The net loss for the six months ended June 30, 2009 and 2008 was $79,467 and $128,112, respectively. Thederease of $48,645 was mainly attributable to the decrease in operating expenses and interest expense.

General Trends and Outlook

We believe that our immediate outlook is extremely favorable, as we believe there is no other company competing with us on a nationwide basis in our market niche for recycling fiberglass and only a limited number of companies competing with us in of our products within American Leisure Products. However, there is no assurance that such national competitor will not arise in the future. We do not anticipate any major changes in the Recycling industry. We believe that 2009 will be a significant growth year, and besides the operational business strategies discussed above, we intend to implement the following plans in 2009 and 2010 in order to maintain and expand our opportunity.

We plan to staff our facility in Tampa, Florida, with customer service representatives and logistical support personnel to build our Pilot Plant and complete our tooling requirements. Currently this facility is limited in staff. The Tampa plant will serve as the selling platform for the sub-licensing of Amour Fiber Core’s patented technology. Additionally, we will utilize this facility to directly distribute American Leisure’s products to the market.

As we gain strength and stability in the U.S. domestic market, we intend to expand our influence and market in other areas of the world through our license agreements. Inquiries about acquiring use of the Amour recycling technology have been received from Japan, Australia, England, France, Turkey, Egypt, the African continent, Indonesia, Ireland, the Caribbean basin and Canada.

The Board of Directors has identified a potential acquisition for the Company. The acquisition would occur in the third quarter of 2009. The acquisition would provide an additional product line and is a well established fiberglass manufacturing company with outstanding branding. The acquisition would be from a Company affiliate.The acquisition would be made with a combination of cash, stock, and debt forgiveness. Asset valuations are underway and negotiations continue.

Liquidity and Capital Resources

The Company’s financial statements have been prepared assuming that the Company will continue as a going concern. For the three months ended June 30, 2009, the Company has had a net loss of $37,982 and cash used by operations of $40,544, and negative working capital of $333,755 at June 30, 2009. In view of these matters, recoverability of recorded asset amounts shown in the accompanying consolidated financial statements is dependent upon the Company’s ability to expand operations and to achieve a level of profitability. The Company has financed its activities principally from private funding. The Company intends to finance its future development activities and its working capital needs largely from the sale of equity securities until such time that funds provided by operations are sufficient to fund working capital requirements.

Unpredictability of future revenues; Potential fluctuations in quarterly operating results; Seasonality

As a result of the Company’s limited operating history, the Company is unable to accurately forecast its revenues. The Company’s current and future expense levels are based largely on its investment plans and estimates of future revenues and are to a large extent fixed and expected to increase.

Sales and operating results generally depend on the volume of, timing of and ability to fulfill the number of orders received and the ability to obtain raw materials at a reasonable price. The Company may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant

12

shortfall in revenues in relation to the Company’s planned expenditures would have an immediate adverse effect on the Company’s business, prospects, financial condition and results of operations. Further, as a strategic response to changes in the competitive environment, the Company may from time to time make certain pricing, service or marketing decisions which could have a material adverse effect on its business, prospects, financial condition and results of operations.

The Company expects to experience significant fluctuations in its future quarterly operating results due to a variety of factors, many of which are outside the Company’s control. Factors that may adversely affect the Company’s quarterly operating results include (i) the Company’s ability to retain customers, attract new customers at a steady rate and maintain customer satisfaction, we cannot be sure that we will be able to attract sufficient customers to maintain or grow revenue and consequently our long term growth and success may be negatively impacted; (ii) the announcement or introduction of new technology by the Company and its competitors, we cannot be sure that our competition will not significantly impact our customer base, and thereby negatively impact our revenues, with new and improved technology; (iii) price competition or higher prices in the industry, we cannot be sure that we will be able to maintain our current pri cing structure and gross margins to be able to compete with new competitors at reasonable prices; (iv) the Company’s ability to upgrade and develop its systems and infrastructure and attract new personnel in a timely and effective manner, the Company cannot be sure that it will be able to raise sufficient capital in order for it to grow its infrastructure; (v) governmental regulation, the Company must comply with regulations from several governmental agencies to ensure compliance of products, recycling processes and manufacturing facilities, but there is no assurance that the regulations will not change or become more restrictive in the future, thereby limiting the ability of the Company to produce cost effective products.

Capital Stock

Preferred Stock

Although the board has authorized 5,000,000 shares of preferred stock, par value $.001, none have been issued.

Capital Expenditures

We expect in the future to incur capital expenditures. Since our inception, the research and development has been completed. For each division in 2009-2010, we expect to have total capital expenditures of $525,000.00 — Amour Fiber Core $250,000 for the pilot plant, American Leisure Products $275,000.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

Not Applicable

ITEM 4(T).

CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of and for the period coverted by this Quarterly Report on Form 10-Q. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective. The controls were determined to be ineffective due to the lack of segregation of duties. Currently, management contracts with an outside CPA to perform the duties of the Chief Financial Officer and Principle Accounting Officer and an outside consultant to assist with the preparation of the filings. However, until the Company has received additional funding, they are unable to remediate the weakness.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the three months ended June 30, 2009, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

13

PART II—OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

The Company is not involved in any legal proceedings and is not aware of any pending or threatened claims.

The Company expects to be subject to legal proceedings and claims from time to time in the ordinary course of its business, including, but not limited to, claims of alleged infringement of the trademarks and other intellectual property rights of third parties by the Company and its licensees. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three month period ended June 30, 2009, there was no modification of any instruments defining the rights of holders of the Company’s common stock and no limitation or qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities or the modification thereof.

During the period covered by this filing, the Company did not sell any securities that were not registered under the Securities Act.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

There have been no defaults in any material payments during the covered period.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the three month period ended June 30, 2009, the Company did not submit any matters to a vote of its security holders.

ITEM 5.

OTHER INFORMATION

The Company does not have any other material information to report with respect to the three month period ended June 30, 2009.

The Board of Directors has identified a potential acquisition for the Company. The acquisition would occur in the third quarter of 2009. The acquisition would provide an additional product line and is a well established fiberglass manufacturing company with outstanding branding. The acquisition would be from a Company affiliate. The acquisition would be made with a combination of cash, stock, and debt forgiveness. Asset valuations are underway and negotiations continue.

14

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

Exhibit #	Description
2.1	Merger between Hydro Press and Amour, dated 3/12/93*
2.2	Agreement and Plan of Merger between Amour Fiber Core [Nevada] and American Leisure Products, dated 5/24/2004*
2.3	Agreement and Plan of Merger between Amour Fiber Core [Washington] and Amour Fiber Core [Nevada], dated 5/25/2004*
3.1	Article of Incorporation of Amour Fiber Core, Inc. [Washington], dated 12/22/95*
3.2	Article of Amendment for 3 to 1 forward split dated 6/9/98*
3.3	Articles of Incorporation of American Leisure Products, Inc., dated 9/2/2001*
3.4	Articles of Incorporation of Amour Fiber Core, Inc. [Florida], dated 9/15/2001*
3.5	Articles of Incorporation of Amour Fiber Core, Inc. [Nevada], dated March 2004*
3.6	Bylaws*
10	Employment Agreement with Kenneth W. McCleave, dated 10/1/2001*
10.2	Exclusive license agreement with the Amour Family Trust *
31.1	Certification of the Chief Financial Officer
31.2	Certification of the Principal Executive Officer
32	Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

———————

*

These exhibits are filed as part of Form 10SB registration statement filed with the SEC on February 22, 2007 and incorporated by reference.

15

SIGNATURES

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

Date: August 14, 2009	American Fiber Green Products, Inc.
	By:	/s/DANIEL L. HEFNER
		Daniel L. Hefner,
		President and Director
		(Principal Executive Officer)
	By:	/s/MICHAELA. FREID
		Michael A. Freid,
		Chief Financial Officer and Principal Accounting Officer

16