UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☐ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2013.
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to _______
Commission File Number 000-53337
GO GREEN DIRECTORIES, INC.
(Name of small business issuer in its charter)
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NEVADA | | 27-1139774 |
(State of incorporation) | | (I.R.S. Employer Identification No.) |
2724 NE 27th Court, Fort Lauderdale, FL 33306
(Address of principal executive offices)
(646) 334.2859
(Registrant’s telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☐Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐Yes ☐No (Not required)
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.
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Large Accelerated Filer ☐ Accelerated Filer ☐ | |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X]Yes ☐No
As of FEBRUARY 28, 2013, there were 15,100,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.
GO GREEN DIRECTORIES, INC..*
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION | |
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ITEM 1. | FINANCIAL STATEMENTS | |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | |
ITEM 3. | QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK | |
ITEM 4. | CONTROLS AND PROCEDURES | |
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PART II. OTHER INFORMATION | |
ITEM 6. | EXHIBITS | |
Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Go Green Directories, Inc.. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "FROI" refers to Go Green Directories, Inc.
PART I: FINANCIAL INFORMATION
ITEM1. FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
GO GREEN DIRECTORIES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
THE FOLLOWING NOTES FORM AN INTEGRAL PART OF THESE STATEMENTS
F-2
GO GREEN DIRECTORIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2012 AND 2011
AND FOR THE PERIOD FROM JULY 29, 2007 (INCEPTION)
THROUGH NOVEMBER 30, 2012
(UNAUDITED)
THESE COLUMNS NEED TO BE FOR THE SIX MONTHS ENDED
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| For the six months Ended Nov. 30, 2012 | For the six months Ended Nov. 30, 2011 | From July 29, 2009 (Inception) to Nov. 30, 2012 |
Operating Activities: | | | |
Net Loss | $ (14,350) | $ (3,905) | $ (81,452) |
Adjustments to reconcile net (loss) to net cash provided by operating activities: | | | |
(decrease) increase in Accounts payable | (3,748) | 449 | 653 |
Issuance of stock for services rendered | - | - | 10,000 |
Net Cash Used in Operating Activities | (18,098) | (3,456) | (70799) |
Investing Activities: | - | - | - |
Financing Activities: | | | |
Issuance of common stock for cash | - | - | 47,000 |
Receipt of stock subscriptions receivable | - | | 4,000 |
Advances from shareholders | 10,000 | 10,000 | 20,000 |
Net Cash Provided by Financing Activities | | | 71,000 |
Net Increase (Decrease) in Cash | 8,098 | 6,544 | 201 |
Cash at Beginning of Period | 8,299 | 2,652 | - |
Cash at End of Period | $ 201 | $ 3,156 | $ 201 |
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-3
GO GREEN DIRECTORIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2012
(UNAUDITED
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, ecologically 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 F-4
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 November 30, 2012, as the Company does not have any common share equivalents outstanding.
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 November 30, 2012, the Company has recorded a valuation allowance to fully offset the deferred tax asset of approximately $26,700 related to its cumulative net operating losses of $81,452.
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.
F-5
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.
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 $81,452 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-6
ITEM2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis or Plan of Operation (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should specifically consider various factors, including the risk factors outlined below. These factors may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
Item 2.
Management’s discussion and Plan of Operations
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 February 28, 2013 we generated no revenue and incurred net losses of $22,071. As of February 28, 2013, we had negative working capital of $27,055 and an accumulated deficit of $89,173. Our auditors, in their report dated September 14, 2012, have expressed substantial doubt about our ability to continue as going concern.
While continuing to see adequate capital injections to properly advertise our website and the services we offer, Management has determined that in the best interest of our shareholders it is prudent to explore other areas with the view of supplying an alternate to our present business plan, should capital not be available. This search may include joining forces with a concern with a similar business or a totally different operation that offers opportunity for future increases in value for each and every person owning Go Green shares.
Results of Operations
FEBRUARY 28, 2013.
We have finalized of a contract for a preliminary list of businesses and individuals offering eco-friendly goods and services. Our website,www.gogreendirectories.com is operational and our other domain names are being linked to that site. We have conducted our initial test of the appeal of our product with very limited results. We view these results as not a total condemnation of our business plan but a realization that without a substantial and fairly expensive advertising program designed to inform a large section of the public of what we have to offer, we are doomed to failure. After several approaches to potential sources of capital we have come to the conclusion that those we have contacted hae concluded that the profit potential does not justify the risk.
Revenues
Revenues for the period ended February 28, 2013, were $0, reflecting our start-up nature.
General and Administrative Expenses
General and administrative expenses for the period from July 27, 2009, and ending February 28, 2013, were $89,173. General and administrative expenses consisted primarily of a deposit on our domain names, fees, travel expenses, and other general and administrative expenses.
Net Loss
Our net loss for the nine-month period ended February 28, 2013, amounted to $22.071.
Operations Plans
We continue to attempt to attract capital and in the meantime will expand our search to include potential candidates for a joint venture or merger.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act, as of February 28, 2013.
Based on this evaluation, our principal executive officer and principal financial officer concluded as of February 28, 2013., that our disclosure controls and procedures were not effective such that the information relating to the Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to management, including our principal executive officer/principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of FEBRUARY 28, 2013.. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") inInternal Control-Integrated Framework. Our management has concluded that, as of February 28, 2013., our internal control over financial reporting is not effective based on these criteria.
As a result of the above adjustments, the Balance Sheets, Statement of Operation and Statement of Cash Flows required adjustment to reflect previously unrecorded transactions that occurred during the period ended February 28, 2013.
A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
Specifically, management identified the following control deficiencies. (1) The Company has not properly segregated duties as one or two individuals initiate, authorize, and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding the internal control system.
The Company does not believe that this control deficiency has resulted in deficient financial reporting because the Chief Financial Officer is aware of his responsibilities under the SEC's reporting requirements and personally certifies the financial reports. (2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.
Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
Remediation Plan
Addition of Staff
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.
Item 6. Exhibits
