UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 : For the fiscal year ended May 31, 2012
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-53337
GO GREEN DIRECTORIES, INC.
(Exact name of registrant as specified in its charter)
NEVADA |
| 27 - 1139744 |
(State or other jurisdiction of incorporation) |
| (IRS Employer Identification No.) |
2724 NE 27th Court, Fort Lauderdale, FL 33306
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(646) 415 -7987
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer¨ | Accelerated filer¨ |
Non-accelerated filer¨ (Do not check if a smaller reporting company) | Smaller Reporting Companyx |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently computed second fiscal quarter. Because we were not public, there was no market value.
The number of shares of the issuer’s common stock issued and outstanding as of May 31, 2012 was 15,100,000 shares.
Documents Incorporated By Reference: None
Part I
Item 1. Business.
We were incorporated in the State of Nevada on July 29, 2009, under the name Go Green Directories, Inc. We are a development stage company and have not commenced any operations other than initial corporate formation and capitalization, the building of a central website and the acquisition of our domain names, and the development of our business plan. It is our intention to create a web portal whereby we plan to serve as an all-inclusive information provider for anyone worldwide who is looking to buy, sell or lease environmentally friendly “green” products and services. It is our intention to list companies or organizations that meet these criteria at no cost initially, complete with contact information and links to their website(s) where available. We hope to demonstrate the positive effects of a Go Green listing and the cost-effective results that we believe we can deliver to a wide range of concerns that wish to be known for their concern for the environment. As an additional source of income, it is our intention to offer to our listings, where appropriate, assistance in obtaining video production. This service will serve two purposes: to produce ancillary income through commissions from the video producers; and to enhance the listing with the objective of increasing results of that listing.
Item 2. Risk Factors.
Risks Relating to Our Business: |
WE HAVE A HISTORY OF LOSSES WHICH MAY CONTINUE, WHICH MAY NEGATIVELY IMPACT OUR ABILITY TO ACHIEVE OUR BUSINESS OBJECTIVES.
We incurred net losses of $4,802 and $33,760 for the years ended May 31, 2012 and 2011, respectively. We had a an accumulated deficit of $67,102 at May 31, 2012and $62,300 for the year ended May 31, 2011. We cannot assure you that we can achieve or sustain profitability on a quarterly or annual basis in the future. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise. There can be no assurance that future operations will be profitable. Revenues and profits, if any, will depend upon various factors, including whether we will be able to continue expansion of our revenue. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on us.
OUR INDEPENDENT AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE FINANCING.
In their report dated September 14, 2012 our independent auditors stated that our financial statements for the period ended May 31, 2012, were prepared assuming that we would continue as a going concern. Our ability to continue as a going concern is an issue raised as a result of recurring losses from operations. We continue to experience net operating losses. Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, increasing sales or obtaining loans and grants from various financial institutions where possible. Our continued net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.
WE HAVE A LIMITED OPERATING HISTORY AND IF WE ARE NOT SUCCESSFUL IN CONTINUING TO GROW OUR BUSINESS, THEN WE MAY HAVE TO SCALE BACK OR EVEN CEASE OUR ONGOING BUSINESS OPERATIONS.
We have received no revenues from operations and have limited assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our company has a limited operating history and must be considered in the development stage. Our success is significantly dependent on a successful listing of concerns striving to be environmentally responsible and the converting of their free trial to fee-paying continued listings. Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to convince sufficient organizations to continue with us and as a result operate on a profitable basis. We are in the development
stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.
IF WE ARE UNABLE TO ESTABLISH SUFFICIENT SALES AND MARKETING CAPABILITIES OR ENTER INTO AND MAINTAIN APPROPRIATE ARRANGEMENTS WITH THIRD PARTIES TO SELL, MARKET AND DISTRIBUTE OUR SERVICES, OUR BUSINESS WILL BE HARMED.
We have limited experience as a company in the sale, marketing and distribution of our products and services. We depend almost entirely to demonstrate our ability to deliver value through customer trials and show enough internet hits on our listings websites resulting from links on our system. To achieve commercial success, we must develop sales and marketing capabilities and enter into and maintain successful arrangements with potential clients and prove our worth to them.
If we are unable to establish and maintain adequate sales, marketing and distribution capabilities, independently or with others, we may not be able to generate product revenue and may not become profitable. If our current or future customers do not receive adequate responses, our ability to achieve our expected revenue growth rate will be harmed.
IF WE ARE UNABLE TO RETAIN THE SERVICES OF MR. O’SHAUGHNESSY AND/OR MS. HODYNO OR IF WE ARE UNABLE TO SUCCESSFULLY RECRUIT QUALIFIED PERSONNEL WE MAY NOT BE ABLE TO CONTINUE OUR OPERATIONS.
Our success depends to a significant extent upon the continued services of Mr. Brian O’Shaughnessy, our President and Chief Executive Officer, and Rachael Hodyno, our Chief Financial Officer, Secretary and Treasurer. Loss of the services of Ms. Hodyno and/or Mr. O’Shaughnessy could have a material adverse effect on our growth, revenues, and prospective business. In order to successfully implement and manage our business plan, we will be dependent upon, among other things, successfully recruiting qualified personnel having experience in the internet service business. Competition for qualified individuals is intense. There can be no assurance that we will be able to find, attract and retain existing employees or that we will be able to find, attract and retain qualified personnel on acceptable terms.
We experienced some delay due to the resignation of our former President and CEO and the appointment of Mr. O’Shaughnessy to replace him in November 2010. We are confident that Mr. O’Shaughnessy is now up to speed is firmly in control of the affairs of the corporation.
WE MAY IN THE FUTURE BE SUBJECT TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, WHICH ARE COSTLY TO DEFEND, COULD RESULT IN SIGNIFICANT DAMAGEAWARDS, AND COULD LIMIT OUR ABILITY TO PROVIDE CERTAIN CONTENT OR USE CERTAIN TECHNOLOGIES IN THE FUTURE.
We have not applied for any trademarks, though we intend to do so in the future. There is no guarantee that our applications, when made, will be accepted. Although we seek to protect our proprietary rights, our actions may be inadequate to protect any trademarks and other proprietary rights or to prevent others from claiming violations of their trademarks and other proprietary rights.
Internet, technology, media companies and patent holding companies often possess a significant number of patents. In addition, effective copyright and trademark protection may be unenforceable or limited. Further, many of these companies and other parties are actively developing or purchasing search, indexing, electronic commerce and other Internet-related technologies, as well as a variety of online business models and methods. We believe that these parties will continue to take steps to protect these technologies, including, but not limited to, seeking patent protection. As a result, disputes regarding the ownership of technologies and rights associated with online business are likely to continue to arise in the future.
As we expand our business and develop new technologies, products and services, we may become increasingly subject to intellectual property infringement claims. In the event that there is a determination that we have infringed
third-party proprietary rights such as patents, copyrights, trademark rights, trade secret rights or other third party rights such as publicity and privacy rights, we could incur substantial monetary liability, be required to enter into costly royalty or licensing agreements or be prevented from using the rights, which could require us to change our business practices in the future and limit our ability to compete effectively. We may also incur substantial expenses in defending against third-party infringement claims regardless of the merit of such claims. The occurrence of any of these results could harm our brand and negatively impact our operating results.
IF WE DO NOT OBTAIN ADEQUATE REVENUES FROM INTERNET ADVERTISING, OUR FUTURE OPERATING RESULTS COULD BE ADVERSELY AFFECTED
We plan to rely on revenues generated from listing fees, plus additional income from the sale of advertising and small commissions or referral fees from video production concerns. We are, in fact, totally an advertising vehicle. We must rely entirely on proving our worth initially as an advertising medium by exposing our clients and their products and services free of charge and then relying on our ability to deliver new customers at an affordable rate. It may well be that we will base future fee schedules on the number of exposures or “hits” that a particular listing receives. If we do not succeed in these efforts our business will be materially adversely affected.
Competition for Internet advertising and customers is intense and we expect that competition will continue to intensify. Barriers to entry are minimal, and competitors can launch new websites at a relatively low cost. We will compete for a share of a customer’s advertising budget. Our business model depends, in part, upon our ability to deliver pertinent information about a wide variety of products and services. If we are unable to develop Internet listings that attract a loyal user base possessing demographic characteristics attractive to listing concerns it could have a material adverse effect on our business, financial condition and operating results. Furthermore, if we fail to persuade new organizations to spend a portion of their budget on listing with us, our revenues could decline and our future operating results could be adversely affected.
COMPETITION FOR INTERNET RELATED PRODUCTS IS HIGHLY COMPETITIVE AND THERE IS NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN GAINING ACCEPTANCE FOR OUR WEBSITE.
Competition for Internet products and services is intense. Barriers to entry are minimal, and competitors can launch new Websites at a relatively low cost. Several companies offer competitive web-based trade communities and we expect that additional companies will offer competing web-based trade communities on a standalone or portfolio basis. Our competitors may develop Internet products or services that are superior to, or have greater market acceptance than, our vertical trade portal. If we are unable to compete successfully against our competitors, our business, financial condition and operating results will be adversely affected.
FAILURE TO MAINTAIN OR ENHANCE OUR BRAND RECOGNITION IN A COST-EFFECTIVE MANNER COULD HARM OUR OPERATING RESULTS.
To be successful, we must establish and strengthen the brand awareness of the Go Green brand. We believe that maintaining and enhancing our brand recognition is an important aspect of our efforts to attract and expand our user and advertiser base. We also believe that the importance of brand recognition will increase due to the relatively low barriers to entry in the Internet market. We may not be able to successfully maintain or enhance consumer awareness of our brands and, even if we are successful in our branding efforts, these efforts may not be cost-effective. If we are unable to maintain or enhance customer awareness of our brands in a cost-effective manner, our business, operating results and financial condition could be harmed.
Risks Relating to Our Common Stock: |
THERE IS PRESENTLY NO MARKET FOR OUR COMMON STOCK. ANY FAILURE TO DEVELOP OR MAINTAIN A TRADING MARKET COULD NEGATIVELY AFFECT THE VALUE OF OUR SHARES AND MAKE IT DIFFICULT OR IMPOSSIBLE FOR YOU TO SELL YOUR SHARES.
Prior to this offering, there has been no public market for our common stock and a public market for our common stock may not develop upon completion of this offering. While we will attempt to have our common stock quoted
on the OTCBB we will have to seek market-makers to provide quotations for the common stock and it is possible that no market-maker will want to provide such quotations. Failure to develop or maintain an active trading market could negatively affect the value of our shares and make it difficult for you to sell your shares or recover any part of your investment in us. Even if a market for our common stock does develop, the market price of our common stock may be highly volatile. In addition to the uncertainties relating to our future operating performance and the profitability of our operations, factors such as variations in our interim financial results, or various, as yet unpredictable factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.
Even if our common stock is quoted on the OTCBB under a symbol, that service provides a limited trading market. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock.
SHOULD OUR STOCK BECOME LISTED ON THE OTCBB OR IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED FROM THE OTCBB WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN THE SECONDARY MARKET.
Companies trading on the OTCBB, as we seek to become, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and must be current in their reports under Section 13 in order to maintain price quotation privileges on the OTCBB service. If we fail to remain current on our reporting requirements, we could be removed from the listings and down-graded. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. In addition, we may be unable to get re-listed on the OTCBB, which may have an adverse material effect on our Company.
OUR COMMON STOCK IS SUBJECT TO THE “PENNY STOCK” RULES OF THE SECURITIES AND EXCHANGE COMMISSION (the “SEC”) AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, MAKING TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:
·
that a broker or dealer approves a person’s account for transactions in penny stocks; and
·
that the broker or dealer receives from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
·
obtain financial information and investment experience objectives of the person; and
·
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver prior to any transaction in a penny stock a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form sets forth:
·
the basis on which the broker or dealer made the suitability determination; and
·
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of
our stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
WE HAVE NOT PAID DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE. ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON STOCK.
We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the Board of Directors may consider relevant.
EFFORTS TO COMPLY WITH RECENTLY ENACTED CHANGES IN SECURITIES LAWS AND REGULATIONS WILL INCREASE OUR COSTS AND REQUIRE ADDITIONAL MANAGEMENT RESOURCES, AND WE STILL MAY FAIL TO COMPLY.
As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company’s internal controls over financial reporting in their annual reports on Form 10-K. In addition, the public accounting firm auditing the company’s financial statements must attest to and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting. If we are unable to conclude that we have effective internal controls over financial reporting or if our independent auditors are unable to provide us with an unqualified report as to the effectiveness of our internal controls over financial reporting investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our securities.
Item 3. Properties.
We own no properties. Office facilities are supplied by our Secretary/Treasurer at no cost.
Item 4. Submission of Matters to a Vote of Securities Holders.
None.
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities.
Although application has been made, our common stock is not yet listed on the OTCBB. Therefore, there is currently no market for our common stock.
GO GREEN DIRECTORIES, INC. |
We were incorporated in the State of Nevada on July 29, 2009, under the name Go Green Directories, Inc. We are a development stage company and have not commenced any operations other than initial corporate formation and capitalization, the building of a central website and the acquisition of our domain names, and the development of our business plan. We have created a web portal whereby we plan to serve as an all-inclusive information provider for anyone worldwide who is looking to buy, sell or lease environmentally friendly “green” products and services. It is our intention to list companies or organizations that meet these criteria at no cost initially, complete with contact information and links to their website(s) where available. We had hoped to demonstrate the positive effects of a Go Green listing and the cost-effective results that we believe we can deliver to a wide range of concerns that wish to be known for their concern for the environment. However, results of our initial test period were disappointedly low. It has become obvious that an advertising campaign designed to inform our potential clients of our existence and the
availability of our services will be necessary for us to continue to implement our business plan. Management is seeking additional capital to form and implement such a campaign. While we have receives some in cursory interest, our success in this area, if any will be entirely dependent on achieving a trading symbol and DTC registration or some other means of supplying liquidity to any potential investors.
We have incurred losses since our inception. For the period ended May 31, 2012 we generated no revenue and incurred net losses of $4,802. As of May 31, 2012, we had negative working capital of $6,102 and an accumulated deficit of $67,102. Our auditors, in their report dated September 14, 2012, have expressed substantial doubt about our ability to continue as going concern.
There is currently no public market for our common stock. A market maker has made an application to be made with respect to our common stock, to be approved for quotation on the OTCBB.
We are registering shares of our common stock for resale pursuant to this prospectus in order to allow the selling stockholders to sell their holdings in the public market and to begin developing a public market for our securities to be able to seek public financing and business development opportunities in the future. Our management would like a public market for our common stock to develop from shares sold by the selling shareholders.
Our principal offices are located at 2724 NE 27th Court, Fort Lauderdale, Florida and our telephone number is 646.334.2859. We are a Nevada corporation.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Summary Financial Information(in thousands, except per share information) |
The following information at May 31, 2012 and for the years ended May 31, 2012 and 2011 has been derived from our audited financial statements which appear elsewhere in this report.
Statement of Operations Information:
Summary Financial Information |
The following information for the period ended May 31, 2012, and for the year ended May 31,2011, has been derived from our audited financial statements which appear elsewhere in this prospectus.
Statement of Operations Information:
|
| Year Ended May 31, 2012 | Year Ended May 31, 2011 |
| |||
Revenues |
|
| 0 |
| 0 | ||
Total Operating Expenses |
|
| 4,802 |
| 33,760 | ||
Net income (loss) |
|
| (4,802) |
| (33,760) | ||
Income (loss) per share (basic and diluted) |
|
| 0 |
| 0 | ||
Weighted average shares of common stock outstanding (basic and diluted) |
|
| 15,100,000 |
|
| 15,100,000 | |
Balance Sheet Information:
|
| Year Ended May 31, 2012 |
| Year Ended May 31, 2011 | ||
Working capital | ($6,102) | ($1,300) | ||||
Total assets | 8,299 | 2,652 | ||||
Total liabilities | 14,401 |
3, 952 | ||||
Accumulated Deficit | (67,102) | (62,300) | ||||
Stockholders’ equity (deficit) | (6,102) | (1,300) | ||||
Forward-Looking Statements
The information in this report contains forward-looking statements. All statements other than statements of historical fact made in report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes”, “estimates”, “could”, “possibly”, “probably”, “anticipates”, “projects”, “expects”, “may”, “will”, “should”, or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.
The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.
Overview
We were incorporated in the State of Nevada on July 29, 2009, under the name Go Green Directories, Inc. We are a development stage company and have not commenced any operations other than initial corporate formation and capitalization, the building of a central websitewww.gogreendirectories.com and the acquisition of our other domain names, and the development of our business plan. We have created a web portal whereby we will serve as a listing service for anyone offering or seeking an eco-friendly product or service.
Results of Operations
May 31, 2012.
We have made some progress in implementing our business plan obtaining a preliminary list of businesses and individuals offering eco-friendly goods and services. Our website,www.gogreendirectories.com is constructed and posted and our other domain names are being linked to that site.
Revenues
Revenues for the period ended May 31, 2012, were $0, reflecting our startup nature.
General and Administrative Expenses
General and administrative expenses for the period from July 31, 2009, and ending May 31, 2012, were $67,102. General and administrative expenses consisted primarily of a deposit on our domain names, consulting fees, travel expenses, and other general and administrative expenses.
Net Loss
Our net loss for the period ended May 31, 2012, amounted to ($4,802), reflecting our startup nature.
Operations Plans
Management believes that the focus of our web portal should be ease of use and convenience combined with capabilities designed to personalize business transacted over the Internet and facilitate smooth, seamless linking to our listed clients. Our web portal atwww.gogreendirectories.com is, as of July 29, 2011, live and undergoing final cosmetic changes. Upon obtaining adequate financing we plan to implement both internet and industry print
advertising, refine this portal, include additional content, and begin marketing our services. Management is of the opinion that additional financing will be very difficult to obtain until and unless we are successful on achieving acceptance status on the OTCBB, are designated a symbol, commence trading and provide a potential exit strategy for investors at some time in the future.
Thus far our focus has been on the initial corporate formation and capitalization, the building of a central website, the acquisition of our domain names and the development of our business plan. We conducted a six-month test run of our website with very limited success.
Our first priority has been to establish and complete our website with our additional domain names linking back into the main site. We are continuing our research (in house and via contract) and have completed the initial compilation of a comprehensive green-business listing. During the first six months of actual operation following the acceptance of our registration statement for filing by the SEC we offered a “free sample” of our services in order to demonstrate the value of those services by supplying a record of the hits on the listing and the resulting linking with the client’s website. We continue believe our best sales tool will be our ability to demonstrate our effectiveness to potential clients. For this we need additional capital. While we have no assurance as to the availability of such capital we feel these funds will never be made available until and unless our application for listing is accepted and we have our common shares that are tradeable.
On analysis of the results from the Initial Test Period it may well be necessary to switch to a billing system based on hits alone. One advantage of this plan is that after the Initial Test Period, we could retain most of the listings already up on our system and we could concentrate on upgrading listings with display ads and video for some immediate income.
Our future financial results will depend primarily on (1) our ability to fully implement our business plan, (2) our ability to develop our website (3) generate revenue from listings and display ads and (4) develop our brand awareness. We cannot assure that we will be successful in any of these activities.
In summary, you should be fully aware that we do not expect any significant revenues until we have an advertising program is instituted and those revenues, if forthcoming, may not be adequate to sustain Go Green as a viable business. Once the listings are posted, maintenance of our websites will be minimal and can be operated by one or two people. Our officers and directors have indicated that they will contribute the time and effort to run the operation, deferring compensation. Mr. O’Shaughnessy and Ms. Hodyno have also indicated that they will advance a loan or loans of up to $25,000 to supply working capital during the initial stages. $10,000 of these loans have been advanced. The terms of these loans would be as follows: no interest for one year and six percent interest paid quarterly thereafter. Any such loans would have no set term and would be payable on demand after the first year. We can give no assurance as to the availability of additional capital for full implementation of our business plan or the prospects of future income.
Additionally,we areaware of potential regulatory and rescission liabilities resulting from the inadvertent inclusion on our website from March 6, 2011 through June 1, 2011 of language from our registration statement on Form S-1 filed on December 8, 2010. The Form S-1 was still pending review and the inclusion of such language does not appear to have complied with Section 5(b)(1) of the Securities Act While we do not believe that any investor relied on such disclosure, we may have an obligation to make a rescission offer to those who invested in reliance on the Form S-1 filed on December 8, 2010. We may also be subject to regulatory liability for improperly allowing the publication on our website from March 6, 2011 through June 1, 2011 of language from our registration statement on Form S-1 filed on December 8, 2010. Although we believe the chances are remote, if rescission is required, we may continue to be liable for the original purchase price, plus interest, for a period of one year under Section 13 of the Securities Act of 1933.
We have no off-balance sheet arrangements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data.
Item 9. Changes and Disagreements With Accountants on Accounting and Financial Disclosure.
None
Item 9A. Controls and Procedures.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Principal Executive Officer, Brian O’Shaughnessy, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of May 31, 2012 (the “Evaluation Date”). Based on that evaluation, the Principal Executive Officer and Principal Accounting Officer have concluded that these disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.
Disclosure controls and procedures are those controls and 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 Accounting Officer, to allow timely decisions regarding required disclosure.
Notwithstanding the assessment that our disclosure controls and procedures and internal control over financial reporting were not effective and that there were material weaknesses as identified below, we believe that our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended May 31, 2012 fairly present our financial condition, results of operations and cash flows in all material respects.
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process, under the supervision of the Chief Executive Officer and the Chief Financial Officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with United States Generally Accepted Accounting Principles (GAAP). Internal control over financial reporting includes those policies and procedures that: -
- Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets;
- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and
- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
The Company's management conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of May 31, 2012, based on criteria established in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). As a result of this assessment, management identified material weaknesses in internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
The material weaknesses identified are described below.
1. Certain entity level controls establishing a “tone at the top” were considered material weaknesses. As of May 31, 2012, the Company did not have a separate audit committee or a policy on fraud. A whistleblower policy is not necessary given the small size of the organization.
2. Due to the significant number and magnitude of out-of-period adjustments identified during the year- end closing process, management has concluded that the controls over the period-end financial reporting process were not operating effectively. A material weakness in the period-end financial reporting process could result in us not being able to meet our regulatory filing deadlines and, if not remedied, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management override of existing controls is possible given the small size of the organization and lack of personnel.
3. There is no system in place to review and monitor internal control over financial reporting. The Company maintains an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.
As a result of the material weaknesses in internal control over financial reporting described above, the Company's management has concluded that, as of May 31, 2012, the Company's internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by COSO.
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report.
[This is not necessary]Remediation Plan
We have identified that additional staff will be required to properly segment the accounting duties of the Company. However, we do not currently have resources to fulfill this part of our plan and will be addressing this matter once sufficient resources are available.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no changes in our internal controls or in other factors during the fourth quarter of fiscal 2012 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.
Item 10. Directors, Executive Officers and Corporate Governance.
DIRECTORS AND EXECUTIVE OFFICERS
Our executive officers and directors and their respective ages and positions as of May 31, 2011 are as follows:
Name | Age | Position |
Brian J. O’Shaughnessy | 51 | President, Chief Executive Officer and Director |
Rachael L. Hodyno | 35 | Chief Financial Officer, Secretary, Treasurer and Director |
Executive Biographies
Brian J. O’Shaughnessy –Chief Executive Officer and President: Mr. O’Shaughnessy has served as our CEO and President since November 2010. He graduated with a BA degree from Rutgers University in 1978 and attended San Diego State University to pursue his MBA degree.
Mr. O’Shaughnessy has spent a great deal of his time managing his personal finances: stock portfolio; real estate holdings in Colorado, New Jersey and North Carolina; and the development of O’Shay and Associates LLC, his sales management and consulting firm.
Mr. O’Shaughnessy raised venture capital for several wireless telephonic projects through the 1990s, and assisted in securing financing for several software development companies, 1999-2001, including encryption software for American Privacy Management, a privately held company.
He was a partner in several Real Estate partnerships, assisting homeowners in securing Debt Consolidation and Mortgage Relief, 2008-2009.
Mr. O’Shaughnessy is the owner and managing partner in O’Shay and Associates, LLC, a wireless telephonic and mobile broadband consulting service which specializes in FCC Licensing.
Rachael Hodyno –Chief Financial Officer, Secretary and Treasurer: Ms. Hodyno has served as Chief Financial Officer, Treasurer and Secretary since June 2010. Prior to joining Go Green, Ms. Hodyno had been employed by Reservoir Capital Group, New York, NY (June 2003- May 2010, including a one year leave-of-absence.)
Item 11. Executive Compensation.
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation paid to our Chief Executive Officer and the other executive officers who earned more than $100,000 per year at the end of the last completed fiscal year. We refer to all of these officers collectively as our “named executive officers.”
Summary Compensation Table
Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
Lawson Kerster, President and Chief Executive Officer | 2009 2010 | - - | - - | 5,000 - | - - | - - | - - | - - | 5,000 0 |
Brian J.* O’Shaughnessy, President and Chief Executive Officer | 2011 2012 | - - | - - | 5,000 - | - - | - - | - - | - - | 5,000 - |
Rachael Hodyno Treasurer, Secretary and Chief Financial Officer | 2010 2011 2012 | - - - | - - - | - 5,000 - | - - - | - - - | - - - | - - - | 0 5,000 - |
Brian J. O’Shaughnessy acquired the complete holdings of our previous President and CEO Lawson M. Kerster.
Outstanding Equity Awards at Fiscal Year-End Table.
Option Awards | Stock Awards | ||||||||
Name
| Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
Lawson Kerster | - | - | - | - | - | - | - | - | - |
Brian J. O’Shaughnessy | - | - | - | - | - | - | - | - | - |
Rachael Hodyno | - | - | - | - | - | - | - | - | - |
EQUITY COMPENSATION PLAN INFORMATION
|
| (a) |
| (b) |
| (c) |
| |||
Equity compensation plans approved by security holders |
|
| -0- |
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| -0- |
|
| -0- |
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|
|
|
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|
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|
|
|
Equity compensation plans not approved by security holders |
|
| -0- |
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| -0- |
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| -0- |
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Total |
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| -0- |
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| -0- |
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| -0- |
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of May 31, 2011, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.
|
| Name of |
| Number of Shares |
| Percentage |
| |
Title of Class |
| Beneficial Owner (1) |
| Beneficially Owned (2) |
| Ownership(2) |
| |
| ||||||||
Common Stock | Brian J. O’Shaughnessy |
| 5,000,000 | 33.11 |
| |||
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| 150 Elm Street |
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| Denver, CO 80250 |
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| ||||
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| |||||
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Common Stock |
| Rachael Hodyno |
| 5,000,000 | 33.11 |
| ||
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| 1111 Brickell Bay Drive Suite 3211 Miami, FL 33131 |
|
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|
| |
(1) | Applicable percentage ownership is based on 15,100,000 shares of common stock outstanding as of June 1, 2010, together with securities exercisable or convertible into shares of common stock within 60 days of May 31, 2010 for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of May 31, 2010, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. | |||||||
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Item 13. Certain Relationships and Related Transactions and Director Independence.
None
Item 14. Principal Accounting Fees and Services.
During the year ended May 31, 2012 our accumulated auditor fees were $$6,500.
Item 15. Exhibits, Financial Statement Schedules
Exhibit 31.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2003.
Exhibit 31.2 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2003.
Exhibit 32.2 Certifications of CEO And CFO Pursuant To Section 906 Of The Sarbanes-Oxley Act
ITEM 16: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FINANCIAL STATEMENTS AS AT MAY 31, 2012
Board of Directors and Shareholders
Go Green Directories, Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying balance sheet of Go Green Directories, Inc. (A Development Stage Company) as of May 31, 2012 and 2011 and the statements of operations, stockholders’ equity(deficit) and cash flows for the two years then ended and for the period from date of inception (July 29, 2009) to May 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (“PCAOB”). Those standards require that we plan and perform an audit to obtain reasonable assurance 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. An audit also includes assessing the accounting principles used, significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, these financial statements referred to above present fairly, in all material aspects, the financial position of the Company as of May 31, 2012 and 2011 the results of its operations and cash flows for the two years then ended and for the period from the date of inception (July 29, 2009) to May 31, 2012, 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 disclosed in note 5 to the financial statements, the Company has incurred net operating losses since inception and will need additional working capital for its planned activity. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are disclosed in the notes to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
s/Madsen & Associates CPA’s, Inc.
Madsen & Associates CPA’s, Inc.
September 14, 2012
Salt Lake City, Utah
F-1
GO GREENDIRECTORIES,INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
FOR THE TWELVE MONTH PERIODS ENDED
MAY 31, 2012 AND 2011
May 31, | May 31, | |
2012 | 2011 | |
ASSETS | ||
Current Assets: | ||
Cash | $ 8,299 | $ 2,652 |
Total Assets | $ 8,299 | $ 2,652 |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||
Current Liabilities: | ||
Accounts Payable Shareholder Loan | 4,401 10,000 | 3,952 - |
Total Current Liabilities | 14,401 | 3,952 |
Stockholders' Equity (Deficit): | ||
Preferred stock, $.001 par value; authorized 5,000,000, none issued | - | - |
Common stock, $.001 par value; 70,000,000 shares authorized 15,100,000 shares issued and outstanding at May 31, 2011 and May 31, 2010 | 15,100 | 15,100 |
Additional paid in capital | 45,900 | 45,900 |
Accumulated deficit during the development stage | (67,102) | (62,300) |
Total Stockholders' Equity (Deficit) | (6,102) | (1,300) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 8,299 | $ 2,652 |
THE FOLLOWING NOTES FORM AN INTEGRAL PART OF THESE STATEMENTS
F-2
GO GREEN DIRECTORIES, INC.
(a Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE TWELVE MONTH PERIODS
ENDED MAY 31, 2012 AND 2011
AND FOR THE PERIOD FROM JULY 29, 2007 (INCEPTION)
THROUGH MAY 31, 2012
From | ||||
July 29, | ||||
2007 | ||||
For the | For the | (Date of | ||
year | year | inception) | ||
ended | ended | to | ||
May 31, | May 31, | May 31, | ||
2012 | 2011 | 2012 | ||
Revenue: | $ - | $ - | $ - | |
Total Revenue | - | - | - | |
Operating Expenses: | ||||
General & administrative | 4,802 | 33,760 | 67,102 | |
Total Operating Expenses | 4,802 | 33,760 | 67,102 | |
NET LOSS | (4,802) | (33,760 ) | (67,102) | |
Weighted Average Shares | ||||
Common Stock Outstanding | 15,100,000 | 15,100,000 | ||
Net Loss Per Share | ||||
(Basic and Fully Dilutive) | $ (0.00) | $ (0.00) |
THE FOLLOWING NOTES FORM AN INTEGRAL PART OF THESE STATEMENTS
F-3
GO GREEN DIRECTORIES, INC.
(a Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE TWELVE MONTH PERIODS
ENDED MAY 31, 2012 AND 2011
AND FOR THE PERIOD FROM JULY 29, 2007 (INCEPTION)
THROUGH MAY 31, 2012
For the | For the | (Date of | |
year | year | inception) | |
ended | ended | to | |
May 31, | May 31, | May 31, | |
2011 | 2010 | 2011 | |
Operating Activities: | |||
Net Loss | $ (4,802) | $ (33,760) | $ (67,102) |
Adjustments to reconcile net (loss) to net cash provided by operating activities: | |||
Increase in Accounts payable | 449 | 3,952 | 4,401 |
Issuance of stock for services rendered | - | - | 10,000 |
Net Cash Used in Operating Activities | (4,353) | (29,808) | (52,701) |
Investing Activities: | - | - | - |
Financing Activities: | |||
Issuance of common stock for cash | - | - | 47,000 |
Receipt of stock subscriptions receivable | - | 4,000 | 4,000 |
Advances from shareholders | 10,000 | - | 10,000 |
Net Cash Provided by Financing Activities | 10,000 | 4,000 | 61,000 |
Net Increase (Decrease) in Cash | 5,647 | (25,808) | 8,299 |
Cash at Beginning of Period | 2,652 | 28,460 | - |
Cash at End of Period | $ 8,299 | $ 2,652 | $ 8,299 |
Non-Cash Investing & Financing Activities | |||
Issuance of stock for management services rendered | $ - | $ - | $ 10,000 |
Issuance of stock for subscriptions receivable | $ - | $ - | $ 4,000 |
THE FOLLOWING NOTES FORM AN INTEGRAL PART OF THESE STATEMENTS
F-4
GO GREEN DIRECTORIES, INC’
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ EQUITY
AS AT MAY 31, 2011
Preferred Stock | Common Stock | |||||||||
5,000,000 shares | 70,000,000 shares | (Deficit) | ||||||||
authorized | authorized | accumulated | ||||||||
Par Value | Par Value | Additional | Stock | during the | ||||||
Shares | $.001 per | Shares | $.001 per | Paid-In | Subscription | exploration | ||||
Issued | share | Issued | share | Capital | Receivable | stage | Total | |||
BALANCE- July 29, 2009 (inception) | ||||||||||
Issuance of common stock at $.001 per share for services provided - July 31, 2009 | - | $ - | 5,000,000 | $ 5,000 | $ - | $ - | $ - | $ 5,000 | ||
Issuance of common stock for cash at $.01 per share - April 30, 2010 | - | $ - | 4,700,000 | $ 4,700 | $ 42,300 | $ - | $ 47,000 | |||
Issuance of common stock at $.001 per share for services provided - May 31, 2010 | - | $ - | 5,000,000 | $ 5,000 | $ - | $ - | $ - | $ 5,000 | ||
Issuance of common stock for subscriptions receivable $.01 per share - May 31, 2010 | - | $ - | 400,000 | $ 400 | $ 3,600 | $ (4,000) | $ - | |||
- | ||||||||||
Net Income (loss) | $ (28,540) | $ (28,540) | ||||||||
BALANCE- May 31, 2010 | - | - | 15,100,000 | $ 15,100 | $ 45,900 | $ (4,000) | $ (28,540) | $ 28,460 | ||
Receipt of subscriptions - July 21, 2010 | $ 4,000 | $ 4,000 | ||||||||
Net Income (loss) | $ (33,760) | $ (33,760) | ||||||||
BALANCE- May 31, 2011 | - | - | 15,100,000 | $ 15,100 | $ 45,900 | $ - | $ (62,300) | $ (1,300) | ||
Net Income (loss) | $ (4,802) | $ (4,802) | ||||||||
BALANCE May 31, 2012 | 15,100,000 | $ 15,100 | $ 45,900 | $ - | $ (67,102) | $ (6,102) | ||||
THE FOLLOWING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS
F-5
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2012
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
NATURE OF OPERATIONS
Go Green Directories, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on July 29, 2009. The Company’s activities to date have been limited to organization and capital formation. The Company is a “development stage company” and has acquired five different domain names with sites all linking with the main website, gogreendirectories.com Go Green Directories, Inc. will act as a “green pages” listing service for those individuals and corporations offering or in search of, ecological ly friendly products and services.
BASIS OF PRESENTATION
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States.
NOTE 2 – NATURE OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.
REVENUE RECOGNITION
The Company recognizes revenue at the time services are performed.
USE OF ESTIMATES
The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s short-term financial instruments consist of cash and cash equivalents and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments.
EARNINGS PER SHARE
Basic Earnings per Share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares
outstanding during the year plus potential dilutive instruments such as stock options and warrants. Basic and diluted
EPS are the same for the Company, as of May 31, 2012, as the Company does not have any common share equivalents outstanding.
F-6
INCOME TAXES:
The Company uses the asset and liability method of accounting for income taxes. This method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Deferred income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities.
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. As of May 31, 2012, the Company has recorded a valuation allowance to fully offset the deferred tax asset of approximately $23,400 related to its cumulative net operating losses of $67,102.
CONCENTRATION OF CREDIT RISK:
Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. During the year the Company did not maintain cash deposits at financial institution in excess of the $100,000 limit covered by the Federal Deposit Insurance Corporation.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect that the adoption of recent accounting pronouncements will have a material impact on its financial statements.
NOTE 3 – ACQUISITION OF DOMAIN NAMES AND DEPOSITS
Our web site,www.gogreendirectories.com is currently under construction. We have also purchasedwww.gogreendirectories.net,www.gogreendirectories.org, andwww.gogreendirectories.info. These sites will be automatically linked to the main site. All of these domain names were purchased for a initial two year period for $161.
NOTE 4 – COMMON STOCK
On July 31, 2009 the Company issued 5,000,000 shares of its common stock to its President and Chief Executive Officer, Lawson Kerster at a price of $0.001 per share or $5,000 in return for his time effort and expense of forming the company and keeping it in good standing.
On May 31, 2010 the Company issued 5,000,000 shares of our common stock to our Secretary/Treasurer and Chief Financial Officer, Rachael Hodyno at a price of $0.001 per share or $5,000 in return for her agreement to join our Board of Directors, become an officer of the registrant and her agreement to provide the computer and internet expertise in constructing our websites and providing the server for operation of the sites, at no charge.
On April 30, 2010 the Company issued 4,700,000 shares of our common stock to 43 US persons at a price of $0.01 per share.
On July 19, 2010 the Company issued 400,000 shares of our common stock to four US individuals (one representing a children’s Trust), at a price of $0.01 per share.
F-7
NOTE 5 – GOING CONCERN
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has no sales and has incurred a net loss of $67,102 since inception. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
F-8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized.
SIGNATURE | TITLE | DATE |
s/s Brian J. O’Shaughnessy Brian J. O’Shaughnessy | President, Chief Executive Officer, Secretary, Treasurer and Director (Principal Executive Officer, | January 14, 2013 |
s/s/ Rachael L. Hodyno Rachael L. Hodyno | Chief Financial Officer, Secretary, Treasurer and Director (Principal Financial Officer) | January 14, 2013 |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14
I, Brian J. O’Shaughnessy certify that;
(1) | I have reviewed this annual report on Form 10-K of the Registrant; |
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(2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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(3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
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(4) | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the Registrant and have: |
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a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||
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c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||
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c) | Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and | |||
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(5) | I have disclosed, based on my most recent evaluation of the internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions): |
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a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | |||
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b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. | |||
| January 14, 2013 |
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/s/Brian J. O’Shaughnessy | |
By: | Brian J. O’Shaughnessy, President and CEO |
Exhibit 31.02
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14
I Rachael Hodyno, certify that:
1.
I have reviewed this annual report on Form 10-K of Go Green Directories, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5.
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
Date: January 14, 2013
s/s Rachael Hodyno
Rachael Hodyno, Secretary, Treasurer and CFO
CERTIFICATION OFCHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICERPURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Brian J. O’Shaughnessy, Chief Executive Officer and I, Rachael L. Hodyno, Chief Financial Officer of Go Green Directories, Inc. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| (i) | the annual report on Form 10-K of the Company, for theperiod ended May 31, 2012, and to which this certification is attached as Exhibit 32 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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| (ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
By: Brian J. O’Shaughnessy |
Brian J. O,Shaughnessy .. President and CEO January 14, 2013 |
By: Rachael L. Hodyno |
Rachael L. Hodyno, Treasurer and Chief Financial Officer January 14, 2013 |
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A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 10K), irrespective of any general incorporation language contained in such filing.
