Michael A. Littman
Attorney at Law
7609 Ralston Road
Arvada, CO 80002
(303) 422-8127 * (303) 431-1567 Fax
malattyco@aol.com
August 24, 2011
VIA EDGAR AND EMAIL
Securities and Exchange Commission
Division of Corporation Finance
Attn: Mr. Pitko and Mr. Riedler
Washington, D.C. 20549
Re: Global Green, Inc.
Registration Statement on Form S-1
Filed June 10, 2011
File No. 333-174853
Dear Mr. Pitko and Mr. Riedler:
Enclosed with this letter is Amendment Number 1 to the Registration Statement on
Form S-1 marked to indicate changes. The following are the responses to the
comments in your letter to Global Green, Inc., dated July 7, 2011:
REGISTRATION STATEMENT ON FORM S-1
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GENERAL
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1. Please note that where we provide examples to illustrate what we mean by our
comments, they are examples and not complete lists. If our comments are
applicable to portions of the filing that we have not cited as examples, please
make the appropriate changes in accordance with our comments.
We understand the above and have attempted to make any additional changes we see
in light of such comment.
U.S. Securities and Exchange Commission
August 24, 2011
Page 2 of 17
2. You disclose in several places of your prospectus that NHIL holds 89.13% of
the issued and outstanding common stock of the company. We note that NHIL is
listed as a selling shareholder in this registration statement. Please expand
your disclosure throughout your filing to indicate the percentage of shares NHIL
will hold following completion of this offering.
We have revised throughout the document for comment number two, though we have
only referenced such change on page 3.
ITEM 3. SUMMARY INFORMATION, RISK FACTORS AND RATIO OF EARNINGS TO FIXED
CHARGES, PAGE 3
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3. Please amend the title of this section to remove the reference to "Ratio of
Earnings to Fixed Charges," since you are not required to provide this
disclosure as a smaller reporting company pursuant to Item 503(e) of Regulation
S-K.
We have removed the Ratio of Earnings to Fixed Charges.
4. We note your statement in the introductory paragraph that in September of
2004, due to business reasons, management ceased operational activities to
further develop the licenses. Please expand this statement to disclose that
during that time, Global Green, Inc. spun off into a separate legal entity from
Global Assets & Services, Inc.
We have amended the statement to include additional disclosure that Global
Green, Inc. was spun off into a separate legal entity form Global Assets &
Services, Inc.
5. You state that Global Assets & Services, Inc. transferred all of its
non-operating licenses to the company. Please expand your Business section
disclosure to describe these licenses. Specifically, please indicate whether
these licenses are relevant to the company's current operations and product
candidates, and whether these licenses are still being developed. We may have
further comments.
In light of your comment, we have expanded our business section to include
disclosures and descriptions of the non operating licenses held by Global Assets
that were transferred to the Company. We have also included disclosure as to the
status of such non-operating licenses.
6. In the second paragraph, you reference GGII. Please provide the full name of
this abbreviation in the first instance of its use.
We have included the full name for GGII.
U.S. Securities and Exchange Commission
August 24, 2011
Page 3 of 17
OUR COMPANY RISK FACTORS, PAGE 5
--------------------------------
7. We note your disclosure that the company has "informally engaged" AHPharma to
conduct research, development, and testing of the vaccine. We also note that you
have filed an Executive Summary and Addendum in relation to this arrangement as
Exhibit 99.1 Please add a risk factor relating to the company's dependence upon
AHPharma for the services provided and disclose the term and termination
provisions of this arrangement in the risk factor. In addition, please describe
the material terms of the arrangement in the Business section, including all
payment obligations, duration, and termination provisions.
We have included additional disclosure and have included as an exhibit to the
filing the Cost and Evaluation Agreement entered into with AHPharma.
8. Please include a risk factor that addresses your ability to continue as a
going concern, as reported by your public accountant. Please also include a
discussion of your net losses and negative cash flow since inception.
We have included a risk factor addressing the Company's ability to continue as a
"going concern" on page 5.
"WE HAVE A LACK OF REVENUE HISTORY AND INVESTORS CANNOT VIEW OUR PAST
PERFORMANCE . . .," PAGE 5
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9. Please expand the last sentence of this risk factor to briefly describe the
specific "costs, expenses, problems, risks and difficulties" to which
development ventures are subject.
We have revised the risk factor in light of your comment. We have described that
costs and expenses that we may be subject to as unforeseen, as we feel that this
is a better description of such items that development ventures are subject to
given the variety of issues that could arise.
"WE MAY BE UNABLE TO SUSTAIN OR INCREASE PROFITABILITY OR RAISE SUFFICIENT
ADDITIONAL CAPITAL . . .," PAGE 5
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10. Please discuss in this risk factor whether you expect your financial losses
to continue in the future.
We have revised such risk factor accordingly.
U.S. Securities and Exchange Commission
August 24, 2011
Page 4 of 17
"IF WE ARE UNABLE TO ATTRACT AND RETAIN KEY EMPLOYEES AND CONSULTANTS, . . . ,"
PAGE 6
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11. We note your disclosure that the success of your business depends upon your
"continued ability" to attract management, scientific, manufacturing, sales, and
marketing personnel. Please clarify in this risk factor that you do not
currently employ any manufacturing, sales, or marketing personnel.
We have clarified this risk factor in light of your comment.
12. To the extent you have experienced problems attracting and retaining highly
qualified personnel in the recent past, please revise to describe these
problems.
As we have not had any employees, other than our officers, we are not able to
revise the risk factor for this comment, as we have no history in this area and
have revised the risk factor as requested in comment number 11 to discuss the
issues we may have in the future.
"WE MAY HAVE A SHORTAGE OF WORKING CAPITAL IN THE FUTURE WHICH COULD JEOPARDIZE
.. . .," PAGE 6
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13. This risk factor appears to address the same risk as the text in the risk
factor entitled "We will need additional financing for which we have no
commitments..." on page 6. Please revise your disclosure to combine these two
risk factors.
In light of your comment we have combined the two risk factors as indicated on
page 7.
14. We note your statement that "it may be unlikely that we will raise that
additional working capital from this Registration." Please reconcile this
statement with your disclosures at pages 1, 16, and throughout the prospectus
indicating that you will receive no proceeds from the proposed resale offering.
We have revised the risk factor to state that we will not receive any proceeds
from this offering.
"OUR OFFICERS AND DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH . . .," PAGE 6
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15. This risk factor appears to address the same risk as the text in the risk
factor entitled "Our officers and directors are not employed full -time . . ."
on page 7. Please revise your disclosure to combine these two risk factors.
We have revised the disclosure to combine both risk factors.
U.S. Securities and Exchange Commission
August 24, 2011
Page 5 of 17
"WE MAY IN THE FUTURE ISSUE MORE SHARES WHICH COULD CAUSE A LOSS OF CONTROL . .
..," PAGE 6
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16. We note your statement that the issuance of additional shares may result in
a greatly reduced percentage of ownership by current shareholders, which would
present significant risks to investors. Please expand your disclosure in this
risk factor to briefly describe these risks to investors.
We have revised the risk factor in light of your comment.
"WE HAVE A MINIMAL OPERATING HISTORY, SO INVESTORS HAVE NO WAY TO GAUGE OUR
LONG-TERM PERFORMANCE," PAGE 7
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17. This risk factor appears to repeat the discussion found in the risk factor
on page 5 entitled "We have a lack of revenue history . . . ." Please delete the
risk factor on page 7.
As a result of your comment we have removed the risk factor.
"WE ARE NOT DIVERSIFIED AND WE WILL BE DEPENDENT ON ONLY ONE BUSINESS," PAGE 7
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18. Please revise your risk factor to expand your discussion of the risks that
you may face as a result of your focus only on products relating to the animal
vaccine industry.
We have expanded our discussion to include the risk we face as a result of being
focused on only one product.
"WE WILL DEPEND UPON MANAGEMENT BUT WE WILL HAVE LIMITED PARTICIPATION OF
MANAGEMENT," PAGE 7
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19. Please expand the discussion in this risk factor to note that there are no
employment agreements in place between the company and Drs. Ghazvini and Reed.
We have included disclosure that neither Dr. Ghazvini nor Dr. Reed have
employment agreements with the Company.
20. You indicate that you are dependent upon "several consultants." In an
appropriate section of your prospectus, please identify these consultants and
describe the type of services that they contribute to the company.
We have revised the disclosure to make it apparent that these are consultants
who may be engaged in the future.
U.S. Securities and Exchange Commission
August 24, 2011
Page 6 of 17
"OUR OFFICERS AND DIRECTORS ARE NOT EMPLOYED FULL-TIME BY US . . .," PAGE 7
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21. The last sentence of this risk factor is mitigating information.
Accordingly, it is not appropriate disclosure in a risk factor. Please revise
your discussion to delete this statement.
We believe this comment conflicts with comment number 15, which asked that this
risk factor be combined with another. We have combined the risk factors and have
revised the risk factor in light of both comments.
"OUR OFFICERS AND DIRECTORS MAY HAVE CONFLICTS OF INTERESTS AS TO CORPORATE
OPPORTUNITIES..." PAGE 7
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22. We note your statement in this risk factor, and on page 44 that your
officers and directors are required to disclose any business opportunities which
come to their attention, in their capacity as an officer and/or director,
pursuant to a "fiduciary duty of loyalty." Please advise us as to your basis for
the statement that directors and officers of Florida companies owe a fiduciary
duty of loyalty. Otherwise, please revise your disclosure in the risk factors
and on page 44 to delete any reference to an existing duty of loyalty and
clarify that officers and directors are under no obligation to disclose business
opportunities to the company.
We have made the deletions in light of your comment.
23. The last paragraph of this risk factor includes disclosure that is found
elsewhere in the risk factor section. Please delete the repetitive information.
We have deleted such information in light of your comment.
"OUR POTENTIAL PRODUCTS ARE SUBJECT TO EXTENSIVE REGULATORY APPROVAL PROCESSES .
.. .," PAGE 8
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24. Please expand this risk factor to briefly describe the USDA regulations that
have a material impact on your business.
We have revised the risk factor in light of your comment. We have revised the
risk factor make it understandable that the Phase 4 testing and final approval
of the USDA are determined by the USDA on a product by product basis.
"OUR ABILITY TO DISCOVER, DEVELOP OR COMMERCIALIZE PRODUCTS COULD BE ADVERSELY
AFFECTED...," PAGE 9
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25. You disclose in this risk factor that you have relationships with
collaborators who conduct research, and have shared marketing rights to products
subject to the collaboration. It is not clear if you currently have any
U.S. Securities and Exchange Commission
August 24, 2011
Page 7 of 17
collaborative agreements. If you do not, please clarify that you are referring
to potential future collaborations. If you currently have collaborative
agreements, they should be described in the Business section.
We have removed the risk factor.
"THERE ARE OTHER PRODUCTS IN LATE-STAGE DEVELOPMENT THAT ARE TARGETING
SALMONELLA . . .," PAGE 9
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26. This risk factor appears to address the same risk as the text in the risk
factor entitled "We face risks of competition and changing technology" on page
10. Please revise your disclosure to combine these two risk factors.
We have combined the two risk factors as indicated on page 10.
"WE MAY BE REQUIRED TO DEFEND LAWSUITS OR PAY DAMAGES FOR PRODUCT LIABILITY
CLAIMS," PAGE 9
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27. We note your disclosure that you do not maintain product liability
insurance. However, we also note your license agreement with NHIL expressly
requires that Global Green International maintain product liability insurance.
Please include a discussion of the risks that you may face as a result of your
non-compliance with this term of your license agreement.
We have revised the risk factor to indicate that we do not carry product
liability insurance at this time and that NHIL has agreed that we do not have to
provide product liability insurance until we have completed Phase 4 testing and
received USDA approval.
"IF NHIL LOSES THE PROTECTION OF ITS PATENTS AND PROPRIETARY RIGHTS . . .," PAGE
10
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28. The second bullet point under this risk factor indicates that some patent
licenses held by you may be terminated upon the occurrence of specified events
or become non-exclusive after a specified period. Please expand this bullet
point to briefly describe these events.
We have expanded on the bullet point.
29. You indicate that you maintain non-disclosure and confidentiality agreements
with your employees and other persons with access to your proprietary materials
or processes. Please provide the Staff with a supplemental copy of the standard
confidentiality agreement you enter into with your employees. We may have
further comment.
U.S. Securities and Exchange Commission
August 24, 2011
Page 8 of 17
We have revised the risk factor to accurate reflect that we do not have such
agreements in place though we intend to with our future employees and
manufactures at such appropriate time.
"GENERAL RISKS ASSOCIATED WITH RELIANCE ON CONTRACT MANUFACTURERS," PAGE 11
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30. Please revise the title of this risk factor to clearly describe the risk to
investors as a result of your reliance on contract manufacturers.
We have revised the title accordingly.
31. We note the following statements in this risk factor:
o "We rely principally upon relationships with contract manufacturers."
o "We have various relationships with manufacturers and suppliers,
including those described below."
o "In addition, we are currently dependent on a single contract
manufacturer for several of our key products as described below."
o "Although we believe our relationship with each of the manufacturers
is sound, we cannot assure you that we will continue to maintain
relationships with them or that they will continue to exist."
In contrast to these statements, your disclosure on page 3 and elsewhere in your
prospectus indicates that you have not entered into any agreements with a third
party to manufacture the vaccine. Please revise your disclosure to clarify this
inconsistency. If you have entered into arrangements with manufacturers, please
identify the parties, describe the material terms of the agreement, and file any
underlying agreements as an exhibit to your filing. Otherwise, please ensure
that your risk factors and prospectus, in general, clearly indicate that you are
referring to potential future arrangements with manufacturers and not any
manufacturing arrangements currently in existence.
We have revised the risk factor to indicate that we have not entered into any
such agreements.
"WE MAY BE UNABLE TO HIRE AND RETAIN INDEPENDENT DISTRIBUTORS," PAGE 12
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32. You state that you have "existing independent distributors." It is not clear
if you currently have any agreements with distributors. If you do not, please
clarify that you are referring to potential future distributors. If you
currently have distributors, please identify these parties and describe any
underlying agreements in the Business section.
U.S. Securities and Exchange Commission
August 24, 2011
Page 9 of 17
We have revised the risk factor.
"TWO OF OUR OFFICERS AND DIRECTORS ARE THE MAJORITY SHAREHOLDERS OF THE COMPANY.
.. . .," PAGE 13
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33. This risk factor appears to address the same risk as the text in the risk
factor entitled "Because Dr. Mehran P. Ghazvini, DC, our President, CEO, CFO, .
.. ." on page 13. Please revise your disclosure to combine these two risk
factors.
Given the repetitive nature of the risk factor, we have removed it.
"THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY DISCOURAGE THE TRADABILITY
OF OUR SECURITIES," PAGE 14
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34. Please expand your discussion in this risk factor to briefly describe penny
stocks. In this risk factor, please also discuss how the "penny stock" rules may
impact liquidity and any specific legal remedies available to investors of penny
stocks.
We have revised the risk factor in light of your comment.
"WE WILL PAY NO FORESEEABLE DIVIDENDS IN THE FUTURE," PAGE 14
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35. Please clearly state that readers should not rely on an investment in your
company if they require dividend income.
We have revised the disclosure of the risk factor to state that an investment in
the Company should not be relied upon if they require dividend income.
"OUR COMMON STOCK MAY BE VOLATILE, WHICH SUBSTANTIALLY INCREASES THE RISK . .
..," PAGE 15
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36. This risk factor appears to address the same risk as the text in the risk
factors entitled "No public market exists for our common stock at this time . .
.." and "Our stock will in all likelihood be thinly traded . . ." on pages 14-15.
Please revise your disclosure to combine these discussions.
We have combined these two discussions as indicated on page 15.
"WE WILL BECOME A REPORTING COMPANY UPON THE FILING OF THIS REGISTRATION
STATEMENT...," PAGE 16
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37. Your discussion in this risk factor does not appear to identify a risk.
Please revise to clearly describe the risks of being a reporting company.
U.S. Securities and Exchange Commission
August 24, 2011
Page 10 of 17
We have revised the risk factor to include the risks of being a reporting
company.
"WE HAVE DETERMINED AN ARBITRARY OFFERING PRICE OF OUR SHARES," PAGE 16
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38. Given the significance of the offering price of the securities being sold in
your offering, please place this risk factor in the beginning of the "Risk
Factors Related to Our Stock" discussion on page 13.
We have moved the risk factor to page 16.
ITEM 7: SELLING SECURITY HOLDERS, PAGE 17
-----------------------------------------
39. It appears that all selling security holders, except for Norman Brander and
NHIL, are selling all of the securities they currently hold. Accordingly, the
last column of the table should indicate that these selling security holders
will hold 0.00% ownership after the offering. Please revise the table
accordingly.
We have revised the table accordingly.
ITEM 11. INFORMATION WITH RESPECT TO THE REGISTRANT, PAGE 26
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40. Please provide the information required by Item 101(h)(4)(vii) of Regulation
S-K concerning patents and their duration.
We have included a table on page 38 in light of your comment.
41. You alternatively describe the antigen as the "Salmonella" antigen and the
"Sotomayor" antigen. Please revise your prospectus to clarify whether these two
items refer to the same antigen and, if so, explain why the "Salmonella" antigen
is also referred to as the "Sotomayor" antigen.
These are the same antigen and have referred to it only as the Sotomayor antigen
in order to be consistent and avoid confusion.
42. You disclose on page 27 that you will need additional capital to support the
execution of your business plan. Please expand your discussion to provide an
estimate as to how long you believe your existing capital will last.
We have revised the disclosure in light of your comment.
43. Please briefly describe Marek's disease vaccine on page 29, and disclose why
its use is relevant to your current product development.
U.S. Securities and Exchange Commission
August 24, 2011
Page 11 of 17
We have briefly described Marek's disease and the use of the vaccine and it
important as being the first vaccine to be used in-ovo successfully, similar to
the administration of our product.
SALMOGENICS VACCINE, PAGE 29
----------------------------
HOW SALMOGENICS WILL POSITIVELY AFFECT LIVES, PAGE 29
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44. You state on pages 29 and 30 that "Management estimates that 40 billion
chickens will benefit from the Salmogenics Vaccine." Please disclose
management's basis for that estimation.
We have provided the reference for this estimation.
WHAT IS SALMOGENICS VACCINE?, PAGE 30
-------------------------------------
45. Please clearly state in the second paragraph of this subsection that the
antigen has been patented by NHIL, not the company.
We have revised our disclosure to clarify that the antigen is patented by NHIL
and not the Company.
HOW SALMOGENICS DIFFERS FROM OTHER VACCINES ON THE MARKET, PAGE 30
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46. Please expand your discussion to provide a source for the following
statements on page 31:
o "Other vaccines are administered orally or through nasal passages or
by individual injection which requires man hours to handle the birds
at a cost of $0.40-$0.60 per injection."
o "The USDA has recently ordered the poultry industry to reduce the
percentage of Salmonella infected chicken allowed on the market from
10% to 5%."
o "USA young progeny broiler market consists of 8.64 billion processed
annually in 2010 produced from approximately 40 million laying hens."
o "The international animal industry is approximately 4-times the size
of the United States chicken industry."
We have deleted such statistics were appropriate and provided references were
appropriate.
U.S. Securities and Exchange Commission
August 24, 2011
Page 12 of 17
47. We note your table on page 32 representing the top 10 broiler chicken
companies.
o Please provide a source for this information.
o Please describe why this information is relevant to your business. If
you intend to seek out these companies and their veterinarians as
potential customers, please so disclose.
We have provided that relevance of the table and the source.
COMPETITION, AREAS OF INTENDED USAGE, AND SUCCESS RATE, PAGE 32
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48. Please identify the companies that produce Sorulin and FloraMax-B11.
We have identified that company that produces Sporulin and FloraMax-B11.
RECENT DEVELOPMENTS, PAGE 33
----------------------------
49. Your description of Phase III states that as of August 13, 2010, the USDA
issued an edict that the acceptable incidence of Salmonella for chicken growers
has been reduced from 7% to a 5% tolerance. This is inconsistent with disclosure
found on page 31. Please revise your filing to eliminate the inconsistency.
We have revised the earlier reference to be consistent with such disclosure.
COMPETITION, PAGE 35
50. You indicate on page 35 that "product candidates of the Company . . . may be
subject to competition with a potential product under development by NHIL."
Please include a risk factor discussing this potential conflict of interest with
NHIL. In addition, please further expand your discussions of the conflicts of
interest for your two officers and directors, who also work for NHIL, to include
this information.
We have added a risk factor on page 13.
GOVERNMENT REGULATION, PAGE 35
------------------------------
51. Please revise your disclosure to expand your discussion of the process for
obtaining USDA approval. In particular, please identify what is required under
the "efficacy studies" and "post-marketing surveillance" you discuss in your
disclosure.
We have added disclosure as to the requirements of the efficacy studies and
post-marketing surveillance.
U.S. Securities and Exchange Commission
August 24, 2011
Page 13 of 17
FACILITIES, PAGE 36
-------------------
52. Please disclose the location of the facilities from which you operate.
We have added such disclosure.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS, PAGE 37
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HOLDERS, PAGE 38
----------------
53. You refer to Rule 144(k) for the proposition that a person who has not been
one of your affiliates at any time during the three months preceding a sale, and
who has beneficially owned the shares proposed to be sold for at least 6 months,
is entitled to sell shares without restriction. Subsection (k) has been
eliminated from Rule 144. Please revise the citation.
We have revised the citation.
CONSOLIDATED FINANCIAL STATEMENTS, INDEPENDENT ACCOUNTANTS' REPORT AND
INDEPENDENT
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AUDITORS REPORT
---------------
INDEPENDENT ACCOUNTANTS' REPORT, PAGE F-2
-----------------------------------------
54. The report of Accell Audit & Compliance, P.A. states that the review of the
interim financial statements was "in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants" instead of the "the standards of the Public Company
Accounting Oversight Board (United States)". Also the report does not appear to
include a statement that the financial statements are the responsibility of the
Company's management. Please include a report by Accell Audit & Compliance, P.A
that complies with paragraph 3 of PCAOB Auditing Standard No. 1. Also refer to
the illustrative report on a review of interim financial information included in
the Appendix of Auditing Standard No.1.
Accel has revised their report in accordance with your comment.
55. Please file as Exhibit 15 a letter from Accell Audit & Compliance, P.A. that
acknowledges the use of their review report in the registration statement.
We have provided such consent.
U.S. Securities and Exchange Commission
August 24, 2011
Page 14 of 17
INDEPENDENT AUDITORS' REPORT, PAGE F-3
--------------------------------------
56. The report of Accell Audit & Compliance, P.A. states that the audits were
conducted in accordance with "generally accepted auditing standards in the
United States of America", instead of "the standards of the Public Company
Accounting Oversight Board (United States)". Please include a report by Accell
Audit & Compliance, P.A that complies with PCAOB Auditing Standard No. 1.
Accel has revised their report to reference "the standards of the Public Company
Accounting Oversight Board."
CONSOLIDATED STATEMENT OF OPERATIONS, PAGE F-5
----------------------------------------------
57. Please revise the interim financial statement to include the comparable
period of the preceding fiscal year or disclose in the notes why comparative
amounts are not presented. This comment also applies to the interim consolidated
statement of cash flows. Refer to Rule 8-03 of Regulation S-X.
The interim financial statements have been prepared to include the comparable
prior period amounts.
58. Please provide the disclosures required by ASC 260-10-50.
Such disclosures have been made.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------
NOTE 1 NATURE OF ORGANIZATION, PAGE F-8
---------------------------------------
59. You disclose that "In November 2010, the Company acquired 100% of the issued
and outstanding stock of Global Green International, Inc. ("GGII"), a wholly
owned subsidiary of Nutritional Health Institute Laboratories, LLC ("NHIL"). The
Company issued approximately 683 million shares of its common stock,
representing 93% of the ownership of the Company, to NHIL". Please revise your
disclosure to describe the accounting treatment of this transaction. Disclose,
and explain to us, how the share exchange with the shareholder of GGII is
reflected in the historical financial statements.
The disclosure in Note 1 has been revised in light of your comment.
U.S. Securities and Exchange Commission
August 24, 2011
Page 15 of 17
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------------
BASIS OF PRESENTATION, PAGE F-8
-------------------------------
60. Include a statement in the notes to the financial statements disclosing that
the interim financial statements reflect all adjustments, which are, in the
opinion of management, necessary in order to make the financial statements not
misleading. Please refer to Instruction 2 to Rule 8-03 of Regulation S-X.
The disclosure has been added to Basis of Presentation.
REVENUE RECOGNITION, PAGE F-9
-----------------------------
61. You state that will recognize revenue when a sales transaction closes and
the product is accepted by the customer. Please revise your policy to clarify
the event(s) that result in the close of a sales transaction and address the
criteria in ASC 605-15-25 and SAB Topic 13. This comment also applies to your
disclosure on page 42.
We have revised the revenue recognition in light of your comment.
NOTE 4 INTANGIBLE ASSETS, PAGE F-9
----------------------------------
62. Please revise to disclose the nature and significant terms of the license
agreement, including the date of the license agreement, and the termination
provisions. Explain to us why it was appropriate to capitalize costs associated
with this agreement, how you determined the carrying value using allocated cost,
and the useful life.
We have revised the disclosure in light of your comment.
NOTE 5 TAXES, PAGE F-10
-----------------------
63. It appears that the income tax expense by applying the statutory federal
income tax rate to your loss before taxes should be a negative number each
period. Please revise your tabular disclosure accordingly.
The tabular disclosure has been revised.
NOTE 8 CONTINGENCIES, PAGE F-11
-------------------------------
64. Please revise to include the disclosures required by ASC 450-20-50.
We have revised to meet the disclosures required by ASC 450-20-50.
U.S. Securities and Exchange Commission
August 24, 2011
Page 16 of 17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, PAGE 39
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65. We note your disclaimer as to forward-looking statements and your reference
to the Private Securities Litigation Reform Act of 1995. Please note that you
are not eligible for the safe harbor for forward-looking statements available
under the PSLRA because you are not currently a U.S. reporting company. Please
revise your disclosure to clarify that the safe harbor does not apply to any
forward-looking statements contained in the prospectus.
We have removed such references.
DIRECTORS AND EXECUTIVE OFFICERS, PAGE 43
-----------------------------------------
66. Please expand your discussion regarding Drs. Ghazvini and Reed to include a
discussion of how each individual's specific experience, qualifications,
attributes or skills led to the conclusion that the each person should serve as
a director, in light of the company's business and structure. Please refer to
Item 401(e) of Regulation S-K. Please also note that this disclosure should be
provided on an individual basis for each director.
We have expended the discussion of Drs. Ghazvini and Reed in light of your
comment, as much as possible, to show that they each have a long history of
business management that qualifies them for their positions.
EXECUTIVE AND DIRECTOR COMPENSATION, PAGE 45
--------------------------------------------
67. Please refer to footnote 2 to the Director Compensation table, in which you
disclose that the Board of Directors issued 10 million shares of common stock to
Saburo Oto and Thomas McCrimmon, each, for services rendered to the company.
However, your disclosure on page 52 indicates that Thomas McCrimmon received 4
million shares and Saburo Oto received 1.4 million shares, as consideration for
services rendered. Please revise your disclosure to explain this inconsistency.
We have revised the Unregistered Sales Table on page 52 to indicate the Messrs.
McCrimmon and Oto each received 10 million shares. Portion of these shares were
transferred at a later date per their request and these individuals or entities
were mistakenly included in the table.
68. You state on page 47 that "To the best ability and in the best judgment of
our officers and directors, any conflicts of interest between us and the
personal interests of our officers and directors will be resolved in a fair
manner which will protect our interests. Any transactions between us and
entities affiliated with our officers and directors will be on terms which are
U.S. Securities and Exchange Commission
August 24, 2011
Page 17 of 17
fair and equitable to us." Please disclose your basis for making this statement.
If the officers and directors have a contractual arrangement with the company
that speaks to conflicts of interest, please so disclose.
We have deleted such reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AS OF MAY 31,
2011, PAGE 47
--------------------------------------------------------------------------------
69. Please disclose the address of NHIL, as required by Item 403 of Regulation
S-K.
We have included such address.
ITEM 12. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE, PAGE 49
-------------------------------------------------------------------
70. Please remove this item from your filing since the cited items are included
as exhibits to the registration statement. Please also note that you are not
eligible to incorporate by reference pursuant to General Instruction VII of Form
S-1.
We have removed Item 12 from the filing.
SIGNATURES, PAGE 55
-------------------
71. Where Dr. Ghazvini is signing the registration statement on his own behalf,
as opposed to on behalf of the company, please revise his signature block to
reflect that he is signing the registration statement in his capacity as the
company's principal executive officer, principal financial officer, and
principal accounting officer as required by Form S-1.
We have revised the signature page, accordingly.
We hope this filing satisfies your comments. If you have any further
requirements, please let me know.
Sincerely,
/s/ Michael A. Littman
Michael A. Littman
MAL:cc
As filed with the Securities and Exchange Commission on August 24, 2011
Registration No.333-174853
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
AMENDMENT NO. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GLOBAL GREEN, INC.
---------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 2836 20-1515998
------- ---- ----------
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
2820 Remington Green Circle, Tallahassee, Florida 32308 / Phone 850-597-7906
(Address and telephone number of principal executive offices)
Dr. Mehran P. Ghazvini, President
2820 Remington Green Circle, Tallahassee, Florida 32308 / Phone 850-597-7906
(Name, address and telephone number of agent for service)
COPIES OF ALL COMMUNICATIONS TO:
Michael A. Littman, Attorney at Law
7609 Ralston Road, Arvada, CO, 80002 phone 303-422-8127 / fax 303-431-1567
Approximate date of commencement of proposed sale to the public: As soon as
possible after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
----------------------------- ----------- --------------------------- ---------
Large accelerated filer [___] Accelerated filer [___]
----------------------------- ----------- --------------------------- ---------
Non-accelerated filer [___] Smaller reporting company [_X_]
(Do not check if a
smaller reporting company)
----------------------------- ----------- --------------------------- ---------
CALCULATION OF REGISTRATION FEE
---------------------------- ------------------ ------------------------- --------------------------- ----------------
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING REGISTRATION
PRICE(1) FEE
---------------------------- ------------------ ------------------------- --------------------------- ----------------
Common Stock by Selling 147,516,080 $0.25 $36,879,020 $4,281.65
Shareholders
---------------------------- ------------------ ------------------------- --------------------------- ----------------
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(o) under the Securities Act.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
ii
(SUBJECT TO COMPLETION)
PROSPECTUS
GLOBAL GREEN, INC.
147,516,080 SHARES OF COMMON STOCK OF SELLING SHAREHOLDERS
We are registering 147,516,080 shares listed for sale on behalf of selling
shareholders. The Company WILL NOT receive any funds from the sale of these
shares.
Our selling shareholders plan to sell common shares at $0.25, until such time as
a market develops for any of the securities and thereafter at such prices as the
market may dictate from time to time. There is no market price for the stock and
our pricing is arbitrary with no relation to market value, liquidation value,
earnings or dividends. The price was arbitrarily set at $0.25 per share, based
on speculative concept unsupported by any other comparables. We have set the
initial fixed price as follows:
----------------------------- -------------------------------------------------
TITLE PER SECURITY
----------------------------- -------------------------------------------------
Common Stock $0.25
----------------------------- -------------------------------------------------
At any time after a market develops, our security holders may sell their
securities at market prices or at any price in privately negotiated
transactions.
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK; SEE "RISK FACTORS" BEGINNING ON
PAGE 5 TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF THE
COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") OR ANY STATE OR PROVINCIAL SECURITIES
COMMISSION, NOR HAS THE SEC OR ANY STATE OR PROVINCIAL SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
We intend to have an application filed on our behalf by a market maker for
approval of common stock for quotation on the Over-the Counter/Bulletin Board
quotation system tradable separately, subject to effectiveness of the
Registration Statement. It has not yet been filed, nor is there any selected
broker/dealer as yet. Our common stock is presently not listed on any national
securities exchange or the NASDAQ Stock Market or any other venue.
This offering will be on a delayed and continuous basis only for sales of
selling shareholders shares.
The selling shareholders are not paying any of the offering expenses and we will
not receive any of the proceeds from the sale of the shares by the selling
shareholders (See "Description of Securities - Shares").
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the date that the registration statement
relating to these securities, which has been filed with the Securities and
Exchange Commission, becomes effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
The date of this Prospectus is August 24, 2011.
-1-
TABLE OF CONTENTS
============================================ ================================================================ =============
PART I - INFORMATION REQUIRED IN PROSPECTUS
Page No.
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 1. Front of Registration Statement and Outside Front Cover Page i
of Prospectus
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 2. Prospectus Cover Page 1
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 3. Prospectus Summary Information, Risk Factors 3
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 4. Use of Proceeds 16
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 5. Determination of Offering Price 16
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 6. Dilution 17
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 7. Selling Security Holders 18
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 8. Plan of Distribution 26
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 9. Description of Securities 26
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 10. Interest of Named Experts and Counsel 27
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 11. Information with Respect to the Registrant 27
-------------------------------------------- ---------------------------------------------------------------- -------------
a. Description of Business 27
-------------------------------------------- ---------------------------------------------------------------- -------------
b. Description of Property 38
-------------------------------------------- ---------------------------------------------------------------- -------------
c. Legal Proceedings 39
-------------------------------------------- ---------------------------------------------------------------- -------------
d. Market for Common Equity and Related Stockholder Matters 39
-------------------------------------------- ---------------------------------------------------------------- -------------
e. Financial Statements 40
-------------------------------------------- ---------------------------------------------------------------- -------------
f. Selected Financial Data 41
-------------------------------------------- ---------------------------------------------------------------- -------------
g. Supplementary Financial Information 41
-------------------------------------------- ---------------------------------------------------------------- -------------
h. Management's Discussion and Analysis of Financial Condition 41
and Results of Operations
-------------------------------------------- ---------------------------------------------------------------- -------------
i. Changes In and Disagreements With Accountants on Accounting 45
and Financial Disclosure
-------------------------------------------- ---------------------------------------------------------------- -------------
j. Quantitative and Qualitative Disclosures About Market Risk 45
-------------------------------------------- ---------------------------------------------------------------- -------------
k. Directors and Executive Officers 45
-------------------------------------------- ---------------------------------------------------------------- -------------
l. Executive and Directors Compensation 47
-------------------------------------------- ---------------------------------------------------------------- -------------
m. Security Ownership of Certain Beneficial Owners and 49
Management
-------------------------------------------- ---------------------------------------------------------------- -------------
n. Certain Relationships, Related Transactions, Promoters And 50
Control Persons
------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 11 A. Material Changes 51
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 12. Incorporation of Certain Information by Reference 51
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 12 A. Disclosure of Commission Position on Indemnification for 51
Securities Act Liabilities
-------------------------------------------- ---------------------------------------------------------------- -------------
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 13. Other Expenses of Issuance and Distribution 52
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 14. Indemnification of Directors and Officers 52
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 15. Recent Sales of Unregistered Securities 53
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 16. Exhibits and Financial Statement Schedules 54
-------------------------------------------- ---------------------------------------------------------------- -------------
ITEM 17. Undertakings 54
-------------------------------------------- ---------------------------------------------------------------- -------------
Signatures 55
-------------------------------------------- ---------------------------------------------------------------- -------------
-2-
ITEM 3. SUMMARY INFORMATION, RISK FACTORS (COMMENT NO. 3)
---------------------------------------------------------
OUR COMPANY
Global Green, Inc. (formerly Global Tech Assets, Inc.) ("We," "Us," "Our", "the
Company") was initially incorporated on July 12, 2004, in the state of Florida,
as a wholly-owned subsidiary, of Global Assets & Services, Inc., a public
company. The Company was transferred all of the non-operating licenses held by
Global Assets & Services, Inc. At that time, all of the outstanding stock of
Global Tech Assets, Inc., 3,141,597 shares, was distributed to the shareholders
of Global Assets and Services, Inc. In September of 2004, due to business
reasons, management ceased operational activities to further develop the
licenses. During this time, Global Assets & Services, Inc. was spun off into a
separate legal entiry from Global Tech Assets, Inc. (COMMENT NO. 4) From that
time to the present the business had no viable operations. The Company's name
was changed to Global Green, Inc. on April 14, 2010 to reflect the new business
model developed by management. On November 30, 2010, the Company entered into a
Share Exchange Agreement with Nutritional Health Institute Laboratories, LLC
("NHIL"), a Florida Limited Liability Company, and its wholly owned subsidiary
Global Green International, Inc. ("Global Green International"), a Florida
corporation. Pursuant to the Share Exchange Agreement, NHIL transferred 100% of
the issued and outstanding common stock of Global Green International (a total
600,000,000 shares, held solely by NHIL) to the Company in exchange for
683,097,847 shares of common stock of Global Green, Inc. After the exchange,
NHIL held 92.99% of the issued and outstanding common stock of the Company and
Global Green International became a wholly-owned subsidiary of the Company. At
July 31, 2011, NHIL holds 664,717,057 shares of common stock or 89.13% of the
issued and outstanding common stock of the Company. NHIL is registering
66,471,705 shares (8.91% of the issued and outstanding) of the 664,717,057
shares it holds as part of this Registration Statement. At the time of this
filing, NHIL has no arrangements to sell these shares. (COMMENT NO. 2)
During 2002 and 2003, Global Asset and Services, Inc. was working to develop
technology licensing agreements for such information systems, the use of an
inorganic harding agent and its manufacturing process, a method of recovering of
polystyrene waste materials and a use of a information system for personal
computer memory cards (PCMIA Cards). Global Assets and Services, Inc. did not
pursue the development, marketing or extension of any of these potential license
agreements. Further, none of these potential license agreements have any bearing
on the Company's current business operations. (COMMENT NO. 5)
Our current Company business plan is focused on the agricultural animal
industry, more specifically, "Salmogenics," a poultry salmonella vaccine. NHIL
owns the exclusive rights to the Salmogenics Vaccine (hereinafter the "Vaccine")
and a Salmonella Antigen (hereinafter the "Antigen") which both provide a method
for controlling intestinal pathogenic organisms in animals. The Company has
received the exclusive rights to finish the final phase of USDA study,
manufacture, distribute, market and sell the vaccines by NHIL through a
Licensing Agreement with Global Green International (COMMENT NO. 6) the
wholly-owned subsidiary of Global Green, Inc. Under the Licensing Agreement with
NHIL, the Company is responsible for all financial obligations to obtain United
States Department of Agriculture ("USDA") approval. The Company is in the
process of having the Vaccine approved by the United States Department of
Agriculture/Food Safety and Inspection Service ("USDA/FSIS").
The Company focuses on the commercialization of the salmonella vaccine for
poultry industry markets. In 2008, NHIL obtained the ownership rights to the
vaccine and took over the funding of a research study that had been in process
since 1996, and initiated the drafting and filings of patent application for the
vaccine. Research was being conducted through an unrelated third party,
AHPharma, Inc. ("AHPharma."). AHPharma was informally engaged to conduct not
only research and development, but also to perform the testing of the vaccine
product in the poultry industry. On July 30, 2011, the Company entered into a
Cost and Evaluation Agreement with AHPharma. The Cost and Evaluation Agreement
provides for the responsibilities of AHPharma in connecton with the Phase 4
trials and testing required by the USDA in exchange for payment a total payment
of $300,000. The Cost and Evaluation Agreement terminates upon the final
approval of the USDA. (COMMENT NO. 7)
-3-
Research focused on the development of the Salmogenics vaccine via in ovo
injection delivery. At this time, the USDA has reviewed the results of the
research which showed the vaccine used in the study is safe, non toxic and
causes no harm to the animal, and reduced the number of salmonella contamination
as required by USDA.
The USDA has allowed the research to go to the final phase for approval by USDA
for the Company to show efficacy of the vaccine in a commercial setting with
large numbers of chickens and also to find a potential manufacturer for the
vaccine. The Company has begun the final phase and AHPharma has begun collecting
salmonella samples from multiple locations within the United States to start the
mock study that was requested by USDA. The Company at the time of this filing
has not entered into any agreement with a third party to manufacture the
vaccine.
The Company's product vaccine that is to be exclusively marketed under its
licensing arrangement with NHIL is in the last stages of USDA required testing
and depending upon the results of such testing may require additional research
and development, testing and regulatory approval.
The Company's development of its products will be subject to other risks of
failure including, among others, the possibilities that any such products will
be found to be ineffective or toxic, or otherwise fail to receive necessary
regulatory approvals; that any of the products, if safe and effective, will
prove difficult or impossible to manufacture on a large scale or will be
uneconomical to market; that the proprietary rights of third parties will
preclude the Company or its collaborators from marketing any products developed;
that the products will fail to achieve market acceptance; and that third parties
will market equivalent or superior products. As a result, there can be no
assurance that the Company or its collaborators will be able to develop,
manufacture and successfully commercialize the Company's product candidates
within a reasonable time frame or ever. Failure to develop successfully the
Company's current product candidates would materially and adversely affect the
Company's business, financial condition and results of operations.
We have no revenues at this time and anticipate that we will need additional
capital to support the execution of our business plan. Decisions regarding
future participation in acquisitions or other business development activities
will be made on a case-by-case basis.
We are in the developmental stage of our business, and we anticipate that
operations will begin in late 2011.
Our Auditors have issued a going concern opinion and the reasons noted for
issuing the opinion are our lack of revenues and modest capital.
Factors that make this offering highly speculative or risky are:
o There is no market for any securities;
o We have no revenues or sales;
o We are a startup company;
o We have no experience in the agricultural business as a company;
o We are undercapitalized.
Our executive offices are located at 2820 Remington Green Circle, Tallahassee,
Florida 32308 and the telephone number is (850) 597-7906 and the facsimile
number is (850) 942-6620.
-4-
SUMMARY OF FINANCIAL INFORMATION
-------------------------------------- ---------------------------------------
As at June 30, 2011
-------------------------------------- ---------------------------------------
Total Assets $133,664
-------------------------------------- ---------------------------------------
Current Liabilities $500
-------------------------------------- ---------------------------------------
Shareholders' Equity $133,664
-------------------------------------- ---------------------------------------
-------------------------------------- ---------------------------------------
From July 12, 2004 to June 30, 2011
-------------------------------------- ---------------------------------------
Revenues $ -
-------------------------------------- ---------------------------------------
Accumulated net loss at June 30, 2011 ($159,867)
-------------------------------------- ---------------------------------------
As of December 31, 2010, accumulated deficit for our business was ($5,728). At
June 30, 2011, accumulated deficit was ($159,687). We anticipate that we will
operate in a deficit position and continue to sustain net losses for the
foreseeable future.
THE OFFERING
We are registering 147,516,080 shares listed for sale on behalf of selling
shareholders.
As we are registering shares on behalf of our existing shareholders, we will not
receive funds from the sale of any shares that are sold by the selling
shareholders.
============================================================= =============
Common shares Outstanding Before This Offering 745,761,432
------------------------------------------------------------- -------------
Maximum common shares being offered by selling shareholders 147,516,080
============================================================= =============
We are authorized to issue 3,000,000,000 shares of common stock. Our current
shareholders, officers and directors collectively own 745,761,432 shares of
restricted common stock as of July 31, 2011.
There is currently no public market for our shares as it is presently not traded
on any market or securities exchange.
OUR COMPANY RISK FACTORS
OUR SECURITIES, AS OFFERED HEREBY, ARE HIGHLY SPECULATIVE AND SHOULD BE
PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT IN US.
EACH PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS,
AS WELL AS ALL OTHER INFORMATION SET FORTH ELSEWHERE IN THIS PROSPECTUS, BEFORE
PURCHASING ANY OF THE SHARES OF OUR COMMON STOCK.
OUR BUSINESS IS A DEVELOPMENT STAGE COMPANY AND UNPROVEN AND THEREFORE RISKY.
We have only very recently adopted the business plan described herein-above.
Potential investors should be made aware of the risk and difficulties
encountered by a new enterprise in the vaccine business, especially in view of
the intense competition from existing businesses in the industry.
WE HAVE HISTORICALLY INCURRED LOSSES AND CANNOT ASSURE INVESTORS AS TO FUTURE
PROFITABILITY.
We have historically incurred losses from operations while working to obtain
USDA approval of our salmogenics vaccine. As of June 30, 2011, we had an
accumulative deficit of $159,867. During the six months ended June 30, 2011, we
recognized a net loss of $101,484 and used cash of $158,971 to support
operations. We are unable to market or sell our salmogenics vaccine until we
have obtained USDA approval. We are currently in testing phase 4, the final
phase of testing of the vaccine. Our ability to be profitable in the future will
depend on obataining USDA approval and successfully implementing our marketing
and sales activities, all of which are subject to many risks beyond our control.
Even if we become profitable on an annual basis, we cannot assure you that our
profitability will be sustainable or increase on a periodic basis.
-5-
In addition, the independent registered public accounting firm's report on the
Company's financial statements as of December 31, 2010, includes a "going
concern" explanatory paragraph, that describes substantial doubt about the
Company's ability to continue as a going concern. If we be unable to continue as
a going concern, realization of assets and settlement of liabilities in other
than the normal course of business may be at amounts significantly different
from those in the financial statements included in this registration statement.
(COMMENT NO. 8)
WE HAVE A LACK OF REVENUE HISTORY AND INVESTORS CANNOT VIEW OUR PAST PERFORMANCE
SINCE WE ARE A START-UP COMPANY.
We were formed on July 12, 2004, for the purpose of engaging in any lawful
business and have adopted a plan to focus on the agriculture industry, more
specifically, "Salmogenics," a poultry salmonella vaccine. We have had no
revenues in the last five years. We have only had operational activities during
the last year. We are not profitable and the business effort is considered to be
in an early development stage. We must be regarded as a new or development
venture, and may be subject to unforeseen costs, expenses and problems, if we
are not able to successfully complete phase 4 testing and unable to secure USDA
approval or sucessefully implement a marketing and sales strategy. (COMMENT NO.
9)
WE MAY BE UNABLE TO SUSTAIN OR INCREASE PROFITABILITY OR RAISE SUFFICIENT
ADDITIONAL CAPITAL, WHICH COULD RESULT IN A DECLINE IN OUR STOCK PRICE.
Future operating performance is never certain, and if our operating results fall
below the expectations of securities analysts or investors, the trading price of
our common stock will likely decline. We have a history of operating losses. We
have not recognized revenues from the sale of our product, as we are still in
the testing and trial stages. We expect that we will continue to incur financial
losses until we have obtained USDA approval of our product and have begun to
successfully maket and sell the vaccine. (COMMENT NO. 10) We may not be able to
sustain or increase profitability on a quarterly or annual basis once we are
able to begin marketing and sale of the vaccine. Moreover, we anticipate that
our operating and capital expenditures will increase significantly in 2011 and
in future years primarily due to:
o additional spending to support the marketing and sales of vaccines;
o working capital requirements for sales of vaccines;
o growth in research and development expenses as we progress with the
final phase development of our efficacy studies;
o leasing of facilities and purchases of capital equipment;
o investment in additional marketing capacity for our products and
products in development.
Our ability to generate sufficient cash flow, or to raise sufficient capital, to
fund these operating and capital expenditures depends on our ability to improve
operating performance. This in turn depends, among other things, on finalizing
our study and getting USDA approval and finding a partner to manufacture it and
then successfully completing the product and finding a partner for marketing and
sales first in USA and then worldwide. We may not successfully develop and
commercialize these products.
IF WE ARE UNABLE TO ATTRACT AND RETAIN KEY EMPLOYEES AND CONSULTANTS, OUR
BUSINESS COULD BE HARMED.
The success of our business depends, in large part, on our continued ability to
attract and retain highly qualified management, scientific, manufacturing and
sales and marketing personnel. Competition for personnel among companies in the
biotechnology and pharmaceutical industries is intense. We currently do not
employ any marketing or sales staff and we have not made any arrangements as to
manufacturing of our product. (COMMENT NO. 11) We cannot assure you that we will
be able to attract or retain the personnel necessary to support the growth of
our business.
-6-
WE CAN GIVE NO ASSURANCE OF SUCCESS OR PROFITABILITY TO OUR INVESTORS.
There is no assurance that we will ever operate profitably. There is no
assurance that we will generate revenues or profits, or that the market price of
our common stock will be increased thereby.
OUR OFFICERS AND DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE
RESOLVED FAVORABLY TO US.
Certain conflicts of interest may exist between us and our officers and
directors. Our Officers and Directors have other business interests to which
they devote their attention and may be expected to continue to do so although
management time should be devoted to our business. In addition, our officers and
directors are officers, directors and employees of our majority shareholder,
NHIL. As a result, conflicts of interest may arise that can be resolved only
through exercise of such judgment as is consistent with fiduciary duties to us.
Because shareholders will not be able to manage our business, they should
critically assess all of the information concerning our officers and directors.
See "Directors and Executive Officers" (page 43), and "Conflicts of Interest"
(page 44). Our officers are spending part-time in this business - up to 30 hours
per week.
WE WILL NEED ADDITIONAL FINANCING FOR WHICH WE HAVE NO COMMITMENTS, AND THIS MAY
JEOPARDIZE EXECUTION OF OUR BUSINESS PLAN.
Our capital needs consist primarily of expenses related to final field testing
of the vaccine for the USDA approval general and administrative and potential
marketing expenses and could exceed $1,900,000 in the next twelve months. Such
funds are not currently committed, and we have cash as of the date of this
Registration Statement of approximately $160,000. (COMMENT NO. 13)
We have limited funds, and such funds may not be adequate to carryout the
business plan in the animal vaccine industry. Our ultimate success depends upon
our ability to raise additional capital. We will not receive any proceeds from
this Offering. (COMMENT NO. 14) We have not investigated the availability,
source, or terms that might govern the acquisition of additional capital and
will not do so until it determines a need for additional financing. If we need
additional capital, we have no assurance that funds will be available from any
source or, if available, that they can be obtained on terms acceptable to us. If
not available, our operations will be limited to those that can be financed with
our modest capital.
WE MAY IN THE FUTURE ISSUE MORE SHARES WHICH COULD CAUSE A LOSS OF CONTROL BY
OUR PRESENT MANAGEMENT AND CURRENT STOCKHOLDERS.
We may issue further shares as consideration for the cash or assets or services
out of our authorized but unissued common stock that would, upon issuance,
represent a majority of the voting power and equity of our Company. The result
of such an issuance would be those new stockholders and management would control
our Company, and persons unknown could replace our management at this time. Such
an occurrence would result in a greatly reduced percentage of ownership of our
Company by our current shareholders, which could present a risk to investors, in
that the business focus of the Company could be completely changed with no say
by current management and current shareholders. (COMMENT NO. 16)
(COMMENT NO. 17)
WE ARE NOT DIVERSIFIED AND WE WILL BE DEPENDENT ON ONLY ONE BUSINESS.
Because of the limited financial resources that we have, it is unlikely that we
will be able to diversify our operations. Our probable inability to diversify
our activities into more than one area will subject us to economic fluctuations
within the animal vaccine industry. As a result we could incur continuing losses
and not be able to generate revenues or periodic increases in revenue. (COMMENT
NO. 18)
-7-
WE WILL DEPEND UPON MANAGEMENT BUT WE WILL HAVE LIMITED PARTICIPATION OF
MANAGEMENT.
We currently have two individuals who are serving as our officers and directors
for up to 30 hours per week combined, each on a part-time basis. Both directors,
Dr. Ghazvini, DC and Dr. Reed, DC, are also acting as our officers. Neither Dr.
Ghazvini, DC nor Dr. Reed, DC has an employment agreement with the Company.
(COMMENT NO. 19) We will be heavily dependent upon their skills, talents, and
abilities, as well as several consultants to us, to implement our business plan,
and may, from time to time, find that the inability of the officers and
directors to devote their full-time attention to our business results in a delay
in progress toward implementing our business plan. Once we receive the proceeds
from this offering, other officers and consultants may be employed on a
part-time or full time basis under a contract to be determined. See
"Management." Because investors will not be able to manage our business, they
should critically assess all of the information concerning our officers and
directors. (COMMENT NO. 20)
OUR OFFICERS AND DIRECTORS ARE NOT EMPLOYED FULL-TIME BY US AND MAY CAUSE
CONFLICTS OF INTERESTS AS TO CORPORATE OPPORTUNITIES WHICH WE MAY NOT BE ABLE OR
ALLOWED TO PARTICIPATE IN. (COMMENT NOS. 15 AND 21)
Our directors and officers are owners of our majority shareholder, NHIL. In the
future they may become, in their individual capacities, officers, directors,
controlling shareholder and/or partners of other entities engaged in a variety
of businesses. Thus, our officers and directors may have potential conflicts
including their time and efforts involved in participation with other business
entities. In some circumstances this conflict may arise between their fiduciary
duties to us and their fiduciary duties to NHIL'S business divisions. It is
possible that in this situation their judgment maybe more consistent with their
fiduciary duties to these ventures and may be detrimental to our interests.
(COMMENT NO. 23)
Presently there is no requirement contained in our Articles of Incorporation,
Bylaws, or minutes which requires officers and directors of our business to
disclose to us business opportunities which come to their attention. (COMMENT
NO. 22) Excluded from this duty would be opportunities which the person learns
about through his involvement as an officer and director of another company. We
have no intention of merging with or acquiring business opportunity from any
affiliate or officer or director. (See "Conflicts of Interest" at page 44)
We do not know of any reason other than outside business interests that would
prevent them from devoting full-time to our Company, when the business may
demand such full-time participation.
RISK FACTORS RELATING TO OUR COMPANY AND OUR BUSINESS
IF WE ARE UNABLE SELL THE VACCINE, OUR REVENUES FROM THE VACCINE WILL BE
LIMITED, WHICH COULD RESULT IN A DECLINE IN OUR STOCK PRICE.
Because we depend, and expect to continue to depend, on sales of a single
vaccine product for a substantial majority of our revenues, decreased or
lower-than-anticipated demand for the vaccine, or our inability to meet demand,
could materially adversely affect our operating results and harm our business.
Because we have not begun marketing vaccines, long-term effects of the vaccine
are largely unknown. Adverse developments regarding the long-term safety and
efficacy of the vaccines could adversely affect demand for the product, or
restrict our ability to market and sell it for its current or potential
indications. Other factors that would adversely affect sales of the vaccine
include:
o competition from existing products or development of new, superior
products;
o our ability to maintain adequate and uninterrupted sources of supply
to meet demand;
o events adversely affecting the ability of our manufacturing partners
to produce the vaccines;
o contamination of product lots or product recalls; and
o our inability to gain regulatory approval to market the vaccine.
-8-
OUR FINAL SAFETY FIELD TRIALS OF POTENTIAL PRODUCTS COULD BE UNSUCCESSFUL, WHICH
COULD ADVERSELY AFFECT OUR OPERATING RESULTS AND ABILITY TO OBTAIN FINAL USDA
APPROVAL.
Before obtaining final USDA approvals for the sale of any of our potential
product, we must subject these products to a regulatory safety field trial to
demonstrate the vaccine's effectiveness when applied on a large scale basis. If
the final phase is unsuccessful, we will be unable to commercialize new products
and, as a result, we may be unable to sustain the Company's growth or potential
profitability. Results of initial efficacy are not necessarily indicative of
results to be obtained from later efficacy studies and, as a result, we may
suffer significant setbacks in advanced efficacy studies. We may not complete
our clinical trials of products and the results of the trials may fail to
demonstrate the safety and effectiveness of new products to the extent necessary
to obtain regulatory approvals.
OUR POTENTIAL PRODUCTS ARE SUBJECT TO EXTENSIVE USDA APPROVAL PROCESSES AND
ONGOING USDA SUPERVISION, WHICH CAN BE COSTLY AND TIME-CONSUMING AND SUBJECT US
TO UNANTICIPATED DELAYS OR LOST SALES.
The USDA imposes substantial requirements on our products before it permits us
to manufacture, market and sell them to the public or producer of poultry.
Compliance with these requirements is costly and time-consuming, and could delay
sales of products. To meet USDA requirements, we have spent and will continue to
spend substantial resources on lengthy and detailed laboratory tests and
efficacy studies. It typically takes many years to complete tests and trials for
a product. The actual length of time involved depends on the type, complexity
and novelty of the product. The USDA may not approve on a timely basis, if at
all, some or all of our future products or may not approve some or all of our
applications for additional indications for our previously approved products. We
are currently involved in Phase 4 testing. The requirements of Phase 4 testing
have been developed by the USDA, specifically for our product.
If we violate the requirements of Phase 4 testing as set by the USDA in this
stage, whether before or after marketing approval is obtained, we may be fined
(to be independently determined by the USDA) or forced to remove a product from
the market or may experience other adverse consequences, including delay or
increased costs, which could materially harm our financial results.
Additionally, we may not be able to obtain approval for the labeling claims
necessary or desirable for promoting our products. Even if approval is obtained,
we may be required to undertake post-marketing trials to be determined by the
USDA. (COMMENT NO. 24)
WE MAY BE REQUIRED TO PERFORM ADDITIONAL TRIALS OR CHANGE THE LABELING OF OUR
PRODUCTS IF WE OR OTHERS IDENTIFY SIDE EFFECTS AFTER OUR PRODUCTS ARE ON THE
MARKET, WHICH COULD ADVERSELY AFFECT SALES OF THE AFFECTED PRODUCTS.
If we or others identify side effects after any of our products are on the
market, or if manufacturing problems occur, regulatory approval may be withdrawn
and reformulation of our products, additional efficacy studies, additional
changes in labeling of our products and changes to or re-approvals of our
manufacturing facilities may be required, any of which could have a material
adverse effect on sales of the affected products and on our business and results
of operations.
(COMMENT NO. 25)
THERE ARE OTHER PRODUCTS IN LATE-STAGE DEVELOPMENT THAT ARE TARGETING
SALMONELLA. DEPENDING ON THE MARKET ACCEPTANCE OF THESE PRODUCTS OR POTENTIAL
PRODUCTS, OUR SALES OF THE VACCINE COULD BE ADVERSELY AFFECTED.
A number of our competitors have substantially more capital, research and
development, regulatory, manufacturing, marketing, human and other resources and
experience than we have. Furthermore, large pharmaceutical companies recently
have been consolidating, which has increased their resources and concentrated
valuable intellectual property assets. As a result, our competitors may:
o develop products that are more effective or less costly than any of
our current or future products or that render our products obsolete;
o produce and market their products more successfully than we do;
-9-
o establish superior proprietary positions; or
o obtain USDA approval for labeling claims that are more favorable than
those for our products.
The poultry vaccine business is especially competitive and dominated by a few
large companies with an established global presence. In order for us to expand
our sales of the vaccine, our product must be commercially accepted worldwide
and compete effectively against the vaccines of these other companies. Our
inability to compete successfully in the poultry vaccine sector could materially
adversely affect our revenue growth. (COMMENT NO. 26)
WE MAY BE REQUIRED TO DEFEND LAWSUITS OR PAY DAMAGES FOR PRODUCT LIABILITY
CLAIMS.
Product liability is a major risk in testing and marketing biotechnology and
pharmaceutical products. We could face substantial product liability and for
products that we sell after regulatory approval. Product liability claims,
regardless of their merits, could be costly and divert management's attention or
adversely affect our reputation and the demand for our product. We do not
maintain product liability insurance coverage. In the future, insurers may not
offer us product liability insurance, may raise the price of this insurance or
may limit the coverage.
We currently do not carry product liability insurance, though our License
Agreement with NHIL provides that we will maintain product liability. Currently,
NHIL has agreed that we do not have to provide product liability insurance until
we have completed Phase 4 testing and received USDA approval. (COMMENT NO. 27)
OUR FUTURE GROWTH DEPENDS ON THE DEVELOPMENT AND MARKET ACCEPTANCE OF OUR
CURRENT VACCINE PRODUCT.
There is no guarantee that our products will be successfully developed and
marketed. In addition, we have not cleared the regulatory approval process for
our product, and we cannot assure you that final regulatory approval will be
obtained. Any delay in our final development of these products may materially
adversely affect our revenue growth. Because of a number of factors, our product
may not reach the market without lengthy delays, if at all. Some of the factors
that may affect our development and marketing of new products include the
following:
o potential products may require collaborative partners and we may be
unable to identify partners or enter into arrangements on terms
acceptable to us;
o we may not be able to produce or contract for the manufacture of new
products at a cost or in quality or quantities necessary to make them
commercially viable;
o domestic and international regulatory approval of these products may
not be obtained or may be obtained only with lengthy delays;
o we may not be able to secure additional financing that may be needed
to bring a potential product to market;
o we may experience unexpected safety, regulatory or efficacy concerns
with respect to marketed products, whether or not scientifically
justified, leading to adverse public reaction, product recalls,
withdrawals or declining sales; and
o we may be unable to accurately predict market requirements and
evolving standards.
IF NHIL LOSES THE PROTECTION OF ITS PATENTS AND PROPRIETARY RIGHTS, OUR
FINANCIAL RESULTS COULD SUFFER.
Importance and Limitations of Patent and Proprietary Rights Protections
Some of our products and processes used to produce our products involve
proprietary rights, including patents, which are held by our parent NHIL. Our
competitors or potential competitors may have filed for or received United
States and foreign patents and may obtain additional patents and proprietary
rights relating to animal vaccines uses and/or processes which may compete with
our existing products and our products under development. We cannot be sure that
others will not obtain patents of different technology that we would need to
-10-
license or circumvent in order to practice our inventions. Even though we strive
to take appropriate action to protect our intellectual property, there is a risk
that competitive systems currently being developed and marketed could gain
acceptance in the United States or elsewhere.
We and NHIL believe that patent protection of materials or processes we develop
and any products that may result from the research and development efforts of
our licensors and us are important to the commercial success of our products.
The loss of the protection of these patents and proprietary rights could
materially adversely affect our business and our competitive position in the
market. The patent position of companies such as ours generally is highly
uncertain and involves complex legal and factual questions. Some of the reasons
for this uncertainty include the following:
o To date, no consistent regulatory policy has emerged regarding the
breadth of claims allowed in biotechnology patents. Consequently,
there can be no assurance that future patent applications relating to
our products or technology will result in patents being issued or
that, if issued, the patents will afford protection against
competitors with similar technology;
o The License Agreement between us and NHIL may be immediately
terminated upon the occurrence of a default by us in performing our
responsibilities under the License Agreement; (COMMENT NO. 28)
o Companies that obtain patents claiming products or processes that are
necessary for or useful to the development of our vaccine could bring
legal actions against us claiming infringement (though we currently
are not the subject of any patent infringement claim);
o Issuance of a valid patent does not prevent other companies from using
alternative, non-infringing technology, so we cannot be sure that any
of our patents (or patents issued to others and licensed to us) will
provide significant commercial protection;
o We may not have the financial resources necessary to obtain patent
protection in some countries or to enforce any patent rights we may
hold;
o The laws of some foreign countries may not protect proprietary rights
to the same extent as the laws of the United States, and many
companies have encountered significant problems in protecting their
proprietary rights in these foreign countries; and
o We may be required to obtain licenses from others to develop,
manufacture or market our products. We may not be able to obtain these
licenses on commercially reasonable terms, and we cannot be sure that
the patents underlying the licenses will be valid and enforceable.
We and NHIL attempt to protect our proprietary materials and processes by
relying on trade secret laws and non-disclosure and confidentiality agreements
with our future employees and other persons (i.e. future manufacturers) with
access to our proprietary materials or processes or who will have licensing
agreements with us. We plan to continue to use these protections in the future,
but we cannot be sure that these agreements will not be breached or that we
would have adequate remedies for any breach. Even with these protections, others
may independently develop or obtain access to these materials or processes,
which may materially adversely affect our competitive position. (COMMENT NO. 29)
If we are sued for infringing the patent or other proprietary rights of a third
party, we could incur substantial costs and diversion of management and
technical personnel, whether or not the litigation is ultimately determined in
our favor.
WE WILL RELY UPON CONTRACT MANUFACTURERS TO MANUFACTURE OUR PRODUCT, WHICH COULD
EFFECT OUR ABILITY TO SELL OUR PRODUCT AND TO OPERATE PROFITABLY. (COMMENT NO.
30)
We currently do not have facilities for the production of our vaccine products.
Therefore, we will rely principally upon relationships with contract
manufacturers. At this time we have not identified or entered into an agreement
with any to manufacture our product. There can be no assurance that we can
-11-
maintain manufacture and supply agreements on terms and at costs acceptable to
us. There are a number of risks that will be associated with our dependence on
contract manufacturers, including:
o reduced control over delivery schedules;
o potential inability to monitor and maintain inventory levels;
o reduced control over quality assurance;
o reduced control over manufacturing yields and costs;
o potential lack of adequate capacity during periods of unanticipated
demand;
o limited warranties on products supplied to us;
o increases in prices at a higher rate than our ability to recover our
increased costs through contractual price adjustments with customers;
o reduced control over regulatory efforts;
o potential misappropriation of our intellectual property;
o catastrophic loss of production capacity due to property damage,
either man made or by nature;
o the loss of these contract manufacturers due to financial
circumstances in their respective businesses or their exit from the
business lines that manufacture our devices and products; and
o minimum purchase requirements, which could result in excessive
inventories if the demand for products falls short of such minimum
purchase requirements.
If our contract manufacturers were to fail to provide us with an adequate supply
of vaccine products, our business would be harmed. (COMMENT NO. 31)
POULTRY HEALTH AND DISEASE FACTORS AFFECTING OUR CUSTOMERS MAY ADVERSELY AFFECT
OUR FINANCIAL RESULTS.
Any widespread poultry health problem or disease outbreak, such as avian
influenza in poultry, could have a negative impact on global poultry production.
Our revenues and earnings derived from both the U.S. and international poultry
industry could be materially and adversely affected. In addition, the emergence
of new disease variants, serotypes and strains in the domestic and/or global
markets may reduce the efficacy of our vaccine products and result in reduced
revenues and earnings.
WE MAY BE UNABLE TO HIRE AND RETAIN INDEPENDENT DISTRIBUTORS.
Our future success depends on our ability to attract qualified independent
distributors for the vaccine products. We may be unable to attract or retain
these independent distributors. If we fail to attract or retain independent
distributors, or fail to find end users for the vaccine products, we may be
unable to successfully bring the vaccine products to the marketplace and to
generate sufficient revenues to offset operating costs. (COMMENT NO. 32)
IN THE FUTURE WE MAY BE IN COMPETITION WITH OUR MAJORITY SHAREHOLDER, NHIL.
At this time, the Company has an exclusive license from NHIL, our majority
shareholder. We may be dependent on NHIL for support of certain of our
-12-
technologies and we may have to rely on NHIL for development of any future
products. Future product candidates of the Company, as we begin to pursue our
business strategy, we may be subject to competition with potential products
under development by NHIL. (COMMENT NO. 50)
As our officers and directors are officers, directors and shareholders of NHIL
we cannot provide any assurances that any conflicts that may arise out of such
competition would be resolved in a way favorable to the Company.
WE HAVE AGREED TO INDEMNIFICATION OF OFFICERS AND DIRECTORS AS IS PROVIDED BY
FLORIDA STATUTE.
Florida Statutes provide for the indemnification of our directors, officers,
employees, and agents, under certain circumstances, against attorney's fees and
other expenses incurred by them in any litigation to which they become a party
arising from their association with or on activities our behalf. We will also
bear the expenses of such litigation for any of our directors, officers,
employees, or agents, upon such person's promise to repay us therefore if it is
ultimately determined that any such person shall not have been entitled to
indemnification. This indemnification policy could result in substantial
expenditures by us that we will be unable to recoup.
(COMMENT NO. 33)
TWO OF OUR OFFICERS AND DIRECTORS ARE THE MAJORITY SHAREHOLDERS OF THE COMPANY.
AS SUCH THERE IS A POSSIBILITY OF THEM CONTROLLING THE COMPANY TO THE DETRIMENT
OF OUTSIDERS.
Together, Dr. Mehran P. Ghazvini, DC and Dr. Rene M. Reed, DC, through direct
and indirect ownership, are majority shareholders of Nutritional Health
Institute Laboratories ("NHIL"), the majority shareholder of our Company. As
such, they will be able to control the operations and the direction of the
Company with very little outside influence.
Drs. Ghazvini and Reed do not hold direct shares of common stock of the Company.
However, they are officers, directors and beneficial shareholders of Nutritional
Health Institute Laboratories and have the ability to vote the shares of NHIL,
our majority shareholder.
o Dr. Mehran P. Ghazvini, DC owns approximately 50% of NHIL, indirectly
through family trusts and has the power to vote those interests on
behalf of the trusts and disavows any ownership in the equity of NHIL
held by family trusts; and
o Dr. Rene M. Reed, DC owns approximately 16.66% of NHIL, indirectly
through family trusts and has the power to vote those interests on
behalf of the trusts and disavows any ownership in the equity of NHIL
held by family trusts
As such, they are the beneficial holders of the 664,717,057 shares held by NHIL.
Through their ownership in NHIL, Drs. Ghazvini and Reed as a group, control
approximately 664,717,057 shares of common stock or approximately 89.13% of the
voting stock of the Company.
NHIL's ownership could decrease, NHIL is registering 66,471,705 shares (8.91% of
the issued and outstanding common stock) of the 664,717,057 shares it holds as
part of this Registration Statement. At the time of this filing, NHIL has no
arrangements to sell these shares. (COMMENT NO. 2)
WE MAY DEPEND UPON OUTSIDE ADVISORS, WHO MAY NOT BE AVAILABLE ON REASONABLE
TERMS AND AS NEEDED.
To supplement the business experience of our officers and directors, we may be
required to employ accountants, technical experts, appraisers, attorneys, or
other consultants or advisors. Our Board without any input from stockholders
will make the selection of any such advisors. Furthermore, we anticipate that
such persons will be engaged on an "as needed" basis without a continuing
fiduciary or other obligation to us. In the event we consider it necessary to
hire outside advisors, we may elect to hire persons who are affiliates, if they
are able to provide the required services.
-13-
RISK FACTORS RELATED TO OUR STOCK
WE HAVE DETERMINED AN ARBITRARY OFFERING PRICE OF OUR SHARES.
The price of our shares has been determined arbitrarily by us with no
established criteria of value. There is no direct relationship between these
prices and our assets, book value, lack of earnings, shareholder's equity, or
any other recognized standard of value of our business. (COMMENT NO. 38)
BECAUSE DR. MEHRAN P. GHAZVINI,DC, OUR PRESIDENT, CEO, CFO, SECRETARY/TREASURER
AND CHAIRMAN OF THE BOARD AND DR. RENE M. REED, DC, VICE PRESIDENT AND DIRECTOR
CONTROL APPROXIMATELY 89.13% OF OUR OUTSTANDING COMMON STOCK, THEY WILL CONTROL
AND MAKE CORPORATE DECISIONS AND SHAREHOLDERS WILL HAVE LIMITED ABILITY TO
AFFECT CORPORATE DECISIONS.
Dr. Ghazvini and Dr. Reed, control approximately 89.13% of the outstanding
shares of our common stock beneficially through Nutritional Health Institute
Laboratories, our majority shareholder. This beneficial ownership gives them
almost complete influence in determining the outcome of all corporate
transactions and business decisions. The interests of Drs. Ghazvini and Reed may
differ from the interests of the other stockholders, and since they have the
ability to control most decisions through their control of our common stock, our
shareholders will have limited ability to affect decisions made by management.
THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY DISCOURAGE THE TRADABILITY
OF OUR SECURITIES.
We are a "penny stock" company. None of our securities currently trade in any
market and, if ever available for trading, will be subject to a Securities and
Exchange Commission rule that imposes special sales practice requirements upon
broker-dealers who sell such securities to persons other than established
customers or accredited investors. For purposes of the rule, the phrase
"accredited investors" means, in general terms, institutions with assets in
excess of $5,000,000, or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds $200,000 (or that, when combined with a
spouse's income, exceeds $300,000). For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction prior to the
sale. Effectively, this discourages broker-dealers from executing trades in
penny stocks. Consequently, the rule will affect the ability of purchasers in
this offering to sell their securities in any market that might develop
therefore because it imposes additional regulatory burdens on penny stock
transactions.
In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules will further affect the ability of owners of shares to sell our securities
in any market that might develop for them because it imposes additional
regulatory burdens on penny stock transactions.
Shareholders should be aware that, according to Securities and Exchange
Commission, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the security by one or a few broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask differentials and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired consequent investor losses. Our
management is aware of the abuses that have occurred historically in the penny
stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our securities.
The fact that we are a penny stock company will cuase many brokers to refuse to
handle transactions in the stocks, and may discourage trading activity and
volume, or result in wide disparities between bid and ask prices. These may
-14-
cause investors significant illiquidity of the stock at a price at which they
may wish to sell or in the opportunity to complete a sale. Investors will have
no effective legal remedies for these illiquidity issues. (COMMENT NO. 34)
WE WILL PAY NO FORESEEABLE DIVIDENDS IN THE FUTURE.
We have not paid dividends on our common stock and do not ever anticipate paying
such dividends in the foreseeable future. Investors whose investment criteria is
dependent on dividends should not invest in our common stock. (COMMENT NO. 35)
NO PUBLIC MARKET EXISTS FOR OUR COMMON STOCK AT THIS TIME, AND THERE IS NO
ASSURANCE OF A FUTURE MARKET.
There is no public market for our common stock, and no assurance can be given
that a market will develop or that a shareholder ever will be able to liquidate
his investment without considerable delay, if at all. If a market should
develop, the price may be highly volatile. Factors such as those discussed in
the "Risk Factors" section may have a significant impact upon the market price
of the shares offered hereby. Due to the low price of our securities, many
brokerage firms may not be willing to effect transactions in our securities.
Even if a purchaser finds a broker willing to effect a transaction in our
shares, the combination of brokerage commissions, state transfer taxes, if any,
and any other selling costs may exceed the selling price. Further, many lending
institutions will not permit the use of our shares as collateral for any loans.
TRADING OF OUR COMMON STOCK WILL IN ALL LIKELIHOOD BE THINLY TRADED AND THE
TRADING WILL AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR
AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES. (COMMENT NO. 36)
The shares of our common stock, if listed, may be thinly-traded on the OTC
Bulletin Board, meaning that the number of persons interested in purchasing our
common shares at or near ask prices at any given time may be relatively small or
non-existent. This situation is attributable to a number of factors, including
the fact that we are a small company which is relatively unknown to stock
analysts, stock brokers, institutional investors and others in the investment
community that generate or influence sales volume, and that even if we came to
the attention of such persons, they tend to be risk-averse and would be
reluctant to follow an unproven, early stage company such as ours or purchase or
recommend the purchase of any of our Securities until such time as we became
more seasoned and viable. As a consequence, there may be periods of several days
or more when trading activity in our Securities is minimal or non-existent, as
compared to a seasoned issuer which has a large and steady volume of trading
activity that will generally support continuous sales without an adverse effect
on Securities price. We cannot give you any assurance that a broader or more
active public trading market for our common Securities will develop or be
sustained, or that any trading levels will be sustained. Due to these
conditions, we can give investors no assurance that they will be able to sell
their shares at or near ask prices or at all if they need money or otherwise
desire to liquidate their securities of our Company.
Because of the limited trading market expected to develop for our common stock
and because of the possible price volatility, you may not be able to sell your
shares of common stock when you desire to do so. The inability to sell your
securities in a rapidly declining market may substantially increase your risk of
loss because of such illiquidity and because the price for our securities may
suffer greater declines because of our price volatility.
Additionally, in recent years the stock market in general, and the
over-the-counter markets in particular, have experienced extreme price and
volume fluctuations. In some cases, these fluctuations are unrelated or
disproportionate to the operating performance of the underlying company. These
market and industry factors may materially and adversely affect our stock price,
regardless of our operating performance. In the past, class action litigation
often has been brought against companies following periods of volatility in the
market price of those companies common stock. If we become involved in this type
of litigation in the future, it could result in substantial costs and diversion
of management attention and resources, which could have a further negative
effect on your investment in our stock.
-15-
MANY OF OUR SHARES OF COMMON STOCK WILL IN THE FUTURE BE AVAILABLE FOR RESALE.
ANY SALES OF OUR COMMON STOCK, IF IN SIGNIFICANT AMOUNTS, ARE LIKELY TO DEPRESS
THE MARKET PRICE OF OUR SECURITIES.
Assuming all of the shares of common stock we are offering under this
Registration Statement are sold and all of the shares of common stock held by
the selling security holders registered hereby are sold, we would have
147,516,080 shares that are freely tradable. Our officers and directors are
registering their shares for sale under this prospectus.
Unrestricted sales of 147,516,080 shares of stock by our selling stockholders
could have a huge negative impact on our share price, and the market for our
shares.
OUR BUSINESS IS HIGHLY SPECULATIVE AND THE INVESTMENT IS THEREFORE RISKY.
Due to the speculative nature of our business, it is probable that the
investment in shares offered hereby will result in a total loss to the investor.
Investors should be able to financially bear the loss of their entire
investment. Investment should, therefore, be limited to that portion of
discretionary funds not needed for normal living purposes or for reserves for
disability and retirement.
WE WILL BECOME A REPORTING COMPANY UPON THE FILING OF THIS REGISTRATION
STATEMENT, BUT OUR STOCK IS NOT PUBLICLY TRADED.
There is no trading market for our common stock. We will be subject to the
reporting requirements under the Securities and Exchange Act of 1934, Section
13a, after the effectiveness of this offering, pursuant to Section 15d of the
Securities Act and we intend to be registered under Section 12(g). As a result,
shareholders will have access to the information required to be reported by
publicly held companies under the Exchange Act and the regulations thereunder.
As a result, we will be subject to legal and accounting expenses that private
companies are not subject to and this could affect our ability to generate
operating income. (COMMENT NO. 37)
WE HAVE DETERMINED AN ARBITRARY OFFERING PRICE OF OUR SHARES.
The price of our shares has been determined arbitrarily by us with no
established criteria of value. There is no direct relationship between these
prices and our assets, book value, lack of earnings, shareholder's equity, or
any other recognized standard of value of our business.
ITEM 4. USE OF PROCEEDS
-----------------------
We will not receive any proceeds from the sale of the shares being registered on
behalf of our selling shareholders.
At a time when market conditions have improved, we may raise additional funds
through a private placement of shares of our common stock. At this time there is
no committed source for such funds and we cannot give any assurances of being
able to raise such funds. We can assure that we will require additional funds to
carry out our business plan. The availability and terms of any future financing
will depend on market and other conditions.
Our lack of funds could and would severely limit our operations, and might
render us unable to carry out our business plan with resulting business failure.
ITEM 5. DETERMINATION OF OFFERING PRICE
---------------------------------------
We have no established market for our common stock.
Our selling shareholders plan to sell shares at $0.25 per share, until such time
as a market develops for any of the securities and thereafter at such prices as
the market may dictate from time to time. There is no market price for the stock
and our pricing is arbitrary with no relation to market value, liquidation
value, earnings or dividends.
-16-
------------------------------ ------------------------------------------------
TITLE PER SECURITY
------------------------------ ------------------------------------------------
Common Stock $0.25
------------------------------ ------------------------------------------------
We have arbitrarily determined our offering price for shares to be sold pursuant
to this offering at $0.25. The Company is authorized to issue 3,000,000,000
shares of $0.00001 par value voting common stock. There were a total of
731,372,217 shares of common stock issued during the year ended December 31,
2010.
Of which, 20,000,000 shares were issued at $0.00001 per share (par value) as
compensation to existing shareholders for their services.
During the three months ended March 31, 2011, the Company sold 11,247,618 shares
of common stock as part of a private placement at approximately $0.025 per
share.
The additional major factors that were included in determining the initial sales
price to our founders and private investors were the lack of liquidity since
there was no present market for our stock and the high level of risk considering
our lack of operating history.
The share price bears no relationship to any criteria of goodwill value, asset
value, market price or any other measure of value and were arbitrarily
determined in the judgment of our Board of Directors.
ITEM 6. DILUTION
----------------
We are registering 147,516,080 shares of our outstanding common stock as of
March 31, 2011. Since our inception on July 12, 2004, our original officers and
directors were issued 3,141,597 shares at $0.0001 (par value) per share. A total
of 28,274,370 shares were issued to existing shareholders during the year ended
December 31, 2010 as part of a 10 for 1 forward stock split. In addition, during
the year ended December 31, 2010, 683,097,847 shares of common stock were issued
at $0.00001, par value as part of the acquisition of Global Green International,
Inc. During the year ended December 31, 2010, 20,000,000 shares of common stock
were issued to existing shareholders for services at $0.00001 par value.
COMPARATIVE DATA
The following table sets forth with respect to existing shareholders and new
investors, a comparison of the number of our shares of common stock purchased
the percentage ownership of such shares, the total consideration paid, the
percentage of total consideration paid and the average price per share. All
percentages are computed based upon cumulative shares and consideration assuming
sale of all shares in the line item as compared to maximum in each previous
line.
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
NUMBER PERCENT AMOUNT PERCENT PRICE/SHARE
(1) (2)
---------------------------------------------------------
Existing Shareholders 147,516,080 100% 1,275 100% $0.00001
---------------------
(1) Percentage relates to total percentage of shares sold up to such
increment in the offering.
(2) Percentage relates to total percentage of capital raised post
offering.
"Net tangible book value" is the amount that results from subtracting the total
liabilities and intangible assets from the total assets of an entity. Dilution
occurs because we determined the offering price based on factors other than
those used in computing book value of our stock. Dilution exists because the
book value of shares held by existing stockholders is lower than the offering
price offered to new investors.
-17-
As at December 31, 2010, the net tangible book value of our stock was less than
($0.001) per share and at December 31, 2009 was $0 per share. As at June 30,
2011, the net tangible book value of our stock was $0 per share.
ITEM 7. SELLING SECURITY HOLDERS
--------------------------------
Some of the selling shareholders obtained their shares of our stock as
compensation for services and as a part of the 10 for 1 forward stock split.
Most of the selling shareholders obtained there shares as a part of a private
offering during the three months ended March 31, 2011. Our majority shareholder,
NHIL received their 683,097,847 shares as part of the Share Exchange Agreement
with the Company.
We are authorized to issue 3,000,000,000 shares of $.00001 voting common stock.
There were a total of 731,372,217 shares of common stock issued during the year
ended December 31, 2010 and, therefore, as of December 31, 2010 and 2009 there
were a total of 734,513,814 and 3,141,597 shares issued and outstanding,
respectively. At July 31, 2011 there are a total of 745,761,432 shares are
issued and outstanding. These additional shares were comprised of 11,247,618
shares sold as part of a private placement at $0.025 per share.
Other than the stock transactions discussed above, we have not entered into any
transaction nor are there any proposed transactions in which any founder,
director, executive officer, significant shareholder of our Company or any
member of the immediate family of any of the foregoing had or is to have a
direct or indirect material interest.
No person who may, in the future, be considered a promoter of this offering,
will receive or expect to receive assets, services or other considerations from
us except those persons who are our salaried employees or directors. No assets
will be, nor expected to be, acquired from any promoter on behalf of us. We have
not entered into any agreements that require disclosure to the shareholders.
All of the securities listed below are being registered in this Registration
Statement. The Percentage Ownership After Offering column assumes that the
selling shareholder is able to sell their shares after the effectiveness of this
Registration Statement.
(COMMENT NO. 39)
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
REGISTERED HOLDER'S NAME SHARE COMMON SHARES PERCENTAGE PERCENTAGE
OWNERSHIP OFFERED FOR OWNERSHIP OWNERSHIP
BEFORE SHAREHOLDERS BEFORE AFTER
(BENEFICIAL OWNER'S NAME) OFFERING ACCOUNT OFFERING OFFERING
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
THE 2003 ABBEY FLP LTD 6,071,429 6,071,429 0.81% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ALBERT AKULONIS 20,960 20,960 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JOHN ALLEN 16,800 16,800 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RYAN ALLEN 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ALPINE REAL PROPERTY EQUITY GROUP, INC. 4,650 4,650 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MITSUNOBU AMAZAKI 300,000 300,000 0.04% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
BARBARANNE ANDERSEN 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MARK ARGO 14 14 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ROBERT L. ARMAMTROUT 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RICHARD AVIS 10,700 10,700 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JIM AYALA 750 750 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
EDDIE BAKER 137,333 137,333 0.02% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
WILLIAM BARBIERI 32,000 32,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CATHY BARNHILL 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ROBERT T. BEATTY 800 800 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RAYMOND G. BEHM, JR. 833,333 833,333 0.11% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
-18-
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
REGISTERED HOLDER'S NAME SHARE COMMON SHARES PERCENTAGE PERCENTAGE
OWNERSHIP OFFERED FOR OWNERSHIP OWNERSHIP
BEFORE SHAREHOLDERS BEFORE AFTER
(BENEFICIAL OWNER'S NAME) OFFERING ACCOUNT OFFERING OFFERING
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
BETRA CORP SA 3,466 3,466 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
GREGORY M. BINKER 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JANET BLAIR 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
WILLIAM BOEHME 3,000 3,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
THOMAS BOJADZIJEV 80,000 80,000 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CHRISTOPHER LEE BOLLING 166 166 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CHRISTOPHER SHAYNE BOLLING 166 166 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DONALD J. BOLLING 166 166 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DONIELLE BOLLING 166 166 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
GERALD L. BOLLING 170 170 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
L. VEDA BOLLING 166 166 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
PATTY A. BOLLING 498 498 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DENNIS BONADE 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ALVY BOYCE & BARBARA BOYCE, JTWROS 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
WILBUR BOYER & GLORIA BOYER, JTWROS 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
EARLIE E. BRAGGS 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RALPH BRANCA 800 800 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
NORMAN BRANDER 138,330 138,300 0.02% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ERNEST BRATCHER 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CYNTHIA A. BREWER 166 166 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
KENNETH G. BREWER 166 166 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ARTHUR BREZENOFF 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JUNE BREZENOFF 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MARCHITA BRIDGMAN 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JOSEPH A. BRUNO SR. 10,000 10,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
THOMAS E. BRUNO 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MICHAEL BURKERT 1,500 1,500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
PETE BURKERT 3,000 3,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
C DANIEL FINANCIAL CONSULTING 250 250 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CEDE & CO 1,123,100 1,123,100 0.15% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RAYMOND CERANOWICH 1,250 1,250 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
PATRICE CHAFFAUT 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CHANDLER 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CHRISTINA E. CHAPMAN 2,000,000 2,000,000 0.27% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CHEVRA GEMILAS CHASUDIM 1,090 1,090 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DAVID A. CHEESMAN 166,666 166,666 0.02% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CHESED HEY YUD VOV 6,300 6,300 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ASHLEY CLARK 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
-19-
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
REGISTERED HOLDER'S NAME SHARE COMMON SHARES PERCENTAGE PERCENTAGE
OWNERSHIP OFFERED FOR OWNERSHIP OWNERSHIP
BEFORE SHAREHOLDERS BEFORE AFTER
(BENEFICIAL OWNER'S NAME) OFFERING ACCOUNT OFFERING OFFERING
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
PATTI CLARK 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
WILLIAM CLARK 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DONALD E. CLEVELAND 720 720 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JIM COCHRAN 3,500 3,500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
LINDA C. COE 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
STEVE COHEN 5,000 5,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JAMES A. CONNOLLY, III 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ROBERT G COUTU 11,500 11,500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RUBIN COX 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
VIOLET COX 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
THOMAS E CREEL 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
BERTRAM CUTLER 2,586,470 2,586,470 0.35% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CASH CUTLER 200,000 200,000 0.03% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DANIE LEE CUTLER 200,000 200,000 0.03% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DAVID B. CUTLER 100,000 100,000 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JASMINE B. CUTLER 100,000 100,000 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MARY LOU CUTLER 250,000 250,000 0.03% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RIVER D. CUTLER 100,000 100,000 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
TURIYA S. CUTLER 100,000 100,000 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CYLTS, INC. 2,664 2,664 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
SARAH D'ANGELO 1,333,333 1,333,333 0.18% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JOHN H DANIEL 166 166 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ABBAS DARABI 1,428,571 1,428,571 0.19% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
AMIR DARABI 1,785,714 1,785,714 0.24% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DONALD I. DAVIS 750 750 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JACK W. DAVIS 4,000 4,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
SCOTT DEITLER 50,000 50,000 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
THOMAS J. DONNELLY 430 430 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JACK DRUMMOND 250 250 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RICHARD F. DUELL 13,600 13,600 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RICK DUELL 5,450 5,450 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
GEOFFREY ALAN DYER 400 400 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ECO SYSTEMS COMPANY 100,000 100,000 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CLARENCE J. ELIASON 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MICHELE ELKINGTON 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
WILLIAM L. ELLIS 1,550 1,550 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
EQUITY GROUP, INC. 12,450 12,450 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RIFKA FALKOWITZ 6,864 6,864 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
THE FALLEN TRUST 102,870 102,870 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RICHARD FLANAGAN 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DOLORIES M. FORNISS 250 250 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
-20-
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
REGISTERED HOLDER'S NAME SHARE COMMON SHARES PERCENTAGE PERCENTAGE
OWNERSHIP OFFERED FOR OWNERSHIP OWNERSHIP
BEFORE SHAREHOLDERS BEFORE AFTER
(BENEFICIAL OWNER'S NAME) OFFERING ACCOUNT OFFERING OFFERING
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
GARY FRAMSON 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
NICHOLAS FRANCO 600 600 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
SYLVESTER FRANCO 100 100 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ROBERT J. FREEARK 3,200 3,200 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
LOUISE A. FREEMAN 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RICHARD FREEMAN 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
NICHOLAS FREUND 200 200 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JOHN FRITSCH 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
TED F. GALLARD 20,000 200,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
KEVIN M. GALLUP 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CHARLES W. GATES 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
GENEVA ROTH, INC. 100,000 100,000 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
BARRY A. GINSBERG 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ANDY GLICKER 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
M. GOLDFARB 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
SHINICHRO GOTO 275,000 275,000 0.04% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
SONIA GRANT 200 200 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MARK GRIFFITH 166 166 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
FRANK W. GRINER, JR. 1,500 1,500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
GERALD GROBMAN 4,000 4,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
LARRY GROOMS 250 250 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ABRAHAM GROSS 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
TOBIAS GROSS 1,200 1,200 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JAMES V. GUCCIARDO, JR. 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
LAURA E. HACKETT 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
YASUHIRO HAGIWARA 100,000 100,000 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
GARETH HARRIS 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RONALD HAWKINS 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
PAUL HAYNES 109,533 109,533 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
KEVIN HELLMAN 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JIM HELTON 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
HERMAN SCHONDORF ENTERPRISES 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
BARBARA J. HILLMAN, TTEE 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
AKIHISA HIROMACHI 100,000 100,000 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JAMES E. HOFFMANN & ROMONA M. HOFFMANN 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
WILLIAM HOWARD HOLBROOK, JR. 10,000 10,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
WENDY HOLDEN 4,100 4,100 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RAYMOND HOLLAND 1,325 1,325 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MICHAEL R. HONCAMP 31,641 31,641 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
-21-
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
REGISTERED HOLDER'S NAME SHARE COMMON SHARES PERCENTAGE PERCENTAGE
OWNERSHIP OFFERED FOR OWNERSHIP OWNERSHIP
BEFORE SHAREHOLDERS BEFORE AFTER
(BENEFICIAL OWNER'S NAME) OFFERING ACCOUNT OFFERING OFFERING
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
STUART L. JABLON 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ROBERT A. JONES 2,534 2,534 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MICHAEL KANE 2,000 2,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
FARNAZ D. KELLY 1,785,714 1,785,714 0.24% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JOHN KELLY 7,000 7,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RYAN J. KELLY 25,000 25,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MARLENE KENDALL 200,000 200,000 0.03% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
KEYSTONE ASSETS & SERVICES, INC. 5,000,000 5,000,000 0.67% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
FRED KINNEY 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
PAT KINNEY 62,370 62,370 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
WALTER KLAGES 1,400 1,400 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
KEITH KNOWLES 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
SHIGETOMI KOMATSU 440,000 440,000 0.06% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JEFF LANG 200,000 200,000 0.03% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CLEARENCE WILLIAMS LEEDS, III 1,334 1,334 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MICHAEL LITTMAN 230,000 230,000 0.03% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
TIMOTHY LOBACH 7,500 7,500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
TOD LOTZ 7,996 7,996 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MATTHEW H. LUZZI 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
M-CUBE CORPORATION 300,000 300,000 0.04% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
M.H. HOCHNOSAS KALAH FUND 1,200 1,200 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RAYMOND MAGEE 200 200 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
STEPHEN MAHOOD 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MATTHEW J. MANCUSO 25,000 25,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ELLEN KNOX TTEE 1,300 1,300 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
PETER MARIN 22,000 22,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MARGARET M. MCCABE 300 300 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
LLOYD MCCLEELAND 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
FRANCES MCCRIMMON 4,469,605 4,469,605 0.60% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MATTHEW MCCRIMMON 6,131,400 6,131,400 0.82% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
THOMAS MCCRIMMON, IV 7,395,000 7,395,000 0.99% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MARTIN MCDERMOTT 2,000 2,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MALCOLM MCNAIR 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
EDWIN MEDILL 250 250 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DANIEL T. MEISENHEIMER, III 11,000 11,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DANIEL T. MEISENHEIMER, IV 2,100 2,100 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JAMES A MEISENHEIMER 2,100 2,100 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DONALD MESTMACHER 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
THE MICHAEL FOUNDATION TRUST 3,909 3,909 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
-22-
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
REGISTERED HOLDER'S NAME SHARE COMMON SHARES PERCENTAGE PERCENTAGE
OWNERSHIP OFFERED FOR OWNERSHIP OWNERSHIP
BEFORE SHAREHOLDERS BEFORE AFTER
(BENEFICIAL OWNER'S NAME) OFFERING ACCOUNT OFFERING OFFERING
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
LAVERN MILLER 450 450 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JEFFERY MINTZ 1,280 1,280 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
BRAD J. MOORE 50,000 50,000 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JERRY MURPHY 1,500 1,500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
HERMAN NEIDERMAN 4,725 4,725 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ROBERT R. NICOLOSI 200 200 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
NUTRITIONAL HEALTH (1) 664,717,057 66,471,705 89.13% 80.21%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
STEVEN F. ONDRA 250 250 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MARVIN G. OTO 2,000,000 2,000,000 0.27% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RICHARD NAOTAKA OTO 2,000,000 2,000,000 0.27% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
SABURO OTO 6,530,000 6,530,000 0.88% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
VONNIE K. OTO 6,200,000 6,200,000 0.83% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
LAURA OTTERMAN 3,000 3,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
WILLIAM M. PARK 5,000 5,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JAMES PEARSON 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
LUIGLOBAL GREEN INC. LUIGGI L. PERINI 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
NANCY J. PERYAM 600 600 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MICHAEL A. PIACENZA 833,333 833,333 0.11% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
PAUL PIERSON 2,000 2,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JUDITH PORTOFF 60,000 60,000 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JOSEPH W. POST 20,000 20,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
LYLE PRIDDY 1,333 1,333 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
SEPPO RAPO 700 700 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
LEROY W. RICKETTS 1,367 1,367 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
GENE ROBINSON 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ROJE INVESTMENTS, LLC 1,700,000 1,700,000 0.23% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DAVID ROSENBERG 12,000 12,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
TIMOTHY RUPE 3,000 3,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
KEITH L. RUSSELL 25,000 25,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
SHAKUR SABUR 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
HOWARD SACHETTE 1,550 1,550 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ANTHONY K. SALVADORE 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
EDWARD A. SALVADORE, JR. 600 600 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
SAN JAUN SOUTHERN MODEL RAILROAD 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CHARLES R. SANFORD 25,000 25,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DANIEL W. WOODS, TTEE 3,250 3,250 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
KAZUKO SASAKI 10,000 10,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
LESLIE E. SCHWARTZ 3,300 3,300 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
NANCY SCHWARTZ 300 300 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DENNIS SCOTT 3,214,286 3,214,286 0.43% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
-23-
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
REGISTERED HOLDER'S NAME SHARE COMMON SHARES PERCENTAGE PERCENTAGE
OWNERSHIP OFFERED FOR OWNERSHIP OWNERSHIP
BEFORE SHAREHOLDERS BEFORE AFTER
(BENEFICIAL OWNER'S NAME) OFFERING ACCOUNT OFFERING OFFERING
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
EDWIN KURT SEYLER 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
BILL SEYMOUR & JUDY SEYMOUR, JTWROS 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JAGDISH N. SHAH 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CAROLYN KINSEY SHEA 100,000 100,000 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
SHIRNE OF THE JUDE 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RICHARD B. SHORE 3,500 3,500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
STANLEY R. SILVERBERG 260 260 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
KATHY SIMPSON 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
GLORIA SINCLAR 240 240 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MARIE A. SIWECK 278 278 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ELAINE SKALETSKY 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MORTY SKALETSKY 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
SAM SKALETSKY 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CRAIG SKOP 90,000 90,000 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
KENNETH W. SMART 4,530 4,530 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CELINDA SMITH 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CORDELL A. SMITH 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DIANE M. SMITH 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JUDITH SMITH 3,000 3,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
KALLAH D. SMITH 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
REGINALD L. SMITH 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ROBERT A. SMITH 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
BRINDY SOFER 640 640 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
C.M. SOLOMON 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JOSEPH SOTTILE 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
GEORGE SPRINGER, JR. 333,333 333,333 0.04% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
GARY SPURGEON 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
GENE A. STANIS 250 250 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
GEORGE A. STERMER, JR. 2,000,000 2,000,000 0.27% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
GRACE H. STEWART 220 220 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ARNEZ L. STUBBS 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
TREY SUNDERLAND 1,500 1,500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MELVIN SUSSMAN 2,600 2,600 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
TAMIKO SUZUKI 10,000 10,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CAROLYN L. SWISHER 166 166 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MICHAEL A. TALBOTT 1,999 1,999 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DON TAYLOR 3,000 3,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CHARELS RAY THOMAS 90,000 90,000 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CHARLES GREGORY THOMAS 400,000 400,000 0.05% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CHARLES R. THOMAS 6,933 6,933 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
REGISTERED HOLDER'S NAME SHARE COMMON SHARES PERCENTAGE PERCENTAGE
OWNERSHIP OFFERED FOR OWNERSHIP OWNERSHIP
BEFORE SHAREHOLDERS BEFORE AFTER
(BENEFICIAL OWNER'S NAME) OFFERING ACCOUNT OFFERING OFFERING
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
GREG THOMAS 830 830 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
SCOTT THOMAS 200,000 200,000 0.03% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
SCOTT C. THOMAS 100,000 100,000 0.01% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
SUE C. THOMAS 3,333 3,333 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MIKE TIFFINY 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
UNITED STATES BASKETBALL LEAGUE, INC. 14,000 14,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
GUS C UNVERFEHRT 600 600 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CHRIS UTZ 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
BRYAN D. VANCE 166 166 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DIANA A. VANCE 166 166 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RICHARD WALKER 2,000 2,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
RICHARD WARNER 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MARVELLA WARREN 1,500 1,500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
LANCEFORD WEDDERBURN 500 500 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JOHN WELCH 1,000,000 1,000,000 0.13% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MARIO WHITE 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
WIE FAMILY TRUST 200,000 200,000 0.03% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
HARRY WIESE 300 300 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
HARRY C. WIESE, JR. 1,000 1,000 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
WILLIAM R KINNEY ESTATE 2,143 2,143 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
AUDREY WILLIAMS 250 250 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ROBERT WILLIAMS 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
STEVE WINN & JUDY WINN 3,571,348 3,571,348 0.48% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
STEVE WINN & SUSAN BETH WINN 3,571,348 3,571,348 0.48% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
HENRIETTA WINNER 300 300 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
ERIC DWANE WOMACK 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
TOM WOOD 10 10 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
DANIEL W. WOODS & LESLIE A. WOODS, JTWROS 650 650 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
SHIRLEY GAIL YORK 300 300 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
CASIMER ZAREMBA 278 278 0.00% 0.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
JOHN M. ZINK 800 800 0.00% 0.00%
------------ --------- --------- --------- -- --------------- -- ------------------- -- -------------- --- -------------
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
TOTAL SHARES 745,761,432 147,516,080 100.00% 100.00%
------------------------------------------ -- --------------- -- ------------------- -- -------------- --- -------------
MATERIAL RELATIONSHIPS
(1) Beneficially Drs. Ghazvini and Reed as Officers and Directors of both
NHIL and Global Green, Inc.
None of the above listed shareholders are registered broker-dealers or are
associates of a registered broker-dealer. None of the above listed shareholders
are affiliates of any registered broker-dealers.
-25-
ITEM 8. PLAN OF DISTRIBUTION
----------------------------
There is no market for the securities at this time and our pricing is arbitrary
with no relation to market value, liquidation value, earnings or dividends.
Until a public market develops, we are registering our shares for sale at the
following price:
------------------------------------ -------------------------------------------
TITLE PER SHARE
------------------------------------ -------------------------------------------
Common Stock $0.25
------------------------------------ -------------------------------------------
After effectiveness of this Registration Statement, at any time after a market
develops, our selling shareholders may sell their securities at market prices or
at any price in privately negotiated transactions.
The prices for sale of shares were arbitrarily set at $0.25 per share, and bear
no relationship to any quantification of value.
Our selling shareholders may be deemed underwriters in this offering.
Any funds from sale of shares from the company not immediately used for
corporate purposes will be deposited into an interest bearing account in our
name, and interest accrued on such funds will be retained by us.
ITEM 9. DESCRIPTION OF SECURITIES
---------------------------------
The securities being registered and/or offered by this Prospectus are shares.
COMMON STOCK
We are presently authorized to issue three billion (3,000,000,000) shares of our
$0.00001 par value common stock. A total of seven hundred and forty-five
million, seven hundred and sixty-one thousand, four hundred and thirty-two
(745,761,432) common shares are issued and outstanding as of July 31, 2011.
All shares are equal to each other with respect to voting, liquidation, and
dividend rights. Special shareholders' meetings may be called by the officers or
director, or upon the request of holders of at least one-tenth (1/10th) of the
outstanding shares. Holders of shares are entitled to one vote at any
shareholders' meeting for each share they own as of the record date fixed by the
board of directors. There is no quorum requirement for shareholders' meetings.
Therefore, a vote of the majority of the shares represented at a meeting will
govern even if this is substantially less than a majority of the shares
outstanding. Holders of shares are entitled to receive such dividends as may be
declared by the board of directors out of funds legally available therefore, and
upon liquidation are entitled to participate pro rata in a distribution of
assets available for such a distribution to shareholders. There are no
conversion, pre-emptive or other subscription rights or privileges with respect
to any shares. Reference is made to our Articles of Incorporation and our
By-Laws as well as to the applicable statutes of the State of Florida for a more
complete description of the rights and liabilities of holders of shares. It
should be noted that the board of directors without notice to the shareholders
may amend the By-Laws. Our shares do not have cumulative voting rights, which
means that the holders of more than fifty percent (50%) of the shares voting for
election of directors may elect all the directors if they choose to do so. In
such event, the holders of the remaining shares aggregating less than fifty
percent (50%) of the shares voting for election of directors may not be able to
elect any director.
PREFERRED SHARES
We are presently authorized to issue one hundred million (100,000,000) Shares of
Class "A" Preferred Stock, no par value per share. As of July 31, 2011, we had
no shares of Preferred Stock issued and outstanding.
TRANSFER AGENT
The transfer agent for our securities is ClearTrust, LLC, of 16540 Pointe
Village Drive, Suite #201, Lutz, Florida 33558.
-26-
ITEM 10. INTEREST OF NAMED EXPERTS AND COUNSEL
----------------------------------------------
We have not hired or retained any experts or counsel on a contingent basis, who
would receive a direct or indirect interest in us, or who is, or was, our
promoter, underwriter, voting trustee, director, officer or employee.
ITEM 11. INFORMATION WITH RESPECT TO THE REGISTRANT
---------------------------------------------------
A. DESCRIPTION OF BUSINESS
------------------------
HISTORY OF GLOBAL GREEN, INC.
Global Green, Inc. (formerly Global Tech Assets, Inc.) ("We," "Us," "Our", "the
Company") was initially incorporated on July 12, 2004, in the state of Florida,
as a wholly-owned subsidiary, of Global Assets & Services, Inc., a public
company. The Company was transferred all of the non-operating licenses held by
Global Assets & Services, Inc. At that time, all of the outstanding stock of
Global Tech Assets, Inc., 3,141,597 shares, was distributed to the shareholders
of Global Assets and Services, Inc. In September of 2004, due to business
reasons, management ceased operational activities to further develop the
licenses. During this time, Global Assets & Services, Inc. was spun off into a
separate legal entity from Global Tech Assets, Inc. (COMMENT NO. 4) From that
time to the present the business had no viable operations. The Company's name
was changed to Global Green, Inc. on April 14, 2010 to reflect the new business
model developed by management. On November 30, 2010, the Company entered into a
Share Exchange Agreement with Nutritional Health Institute Laboratories, LLC
("NHIL"), a Florida Limited Liability Company, and its wholly owned subsidiary
Global Green International, Inc. ("Global Green International"), a Florida
corporation. Pursuant to the Share Exchange Agreement, NHIL transferred 100% of
the issued and outstanding common stock of Global Green International (a total
600,000,000 shares, held solely by NHIL) to the Company in exchange for
683,097,847 shares of common stock of Global Green, Inc. After the exchange,
NHIL held 92.99% of the issued and outstanding common stock of the Company and
Global Green International became a wholly-owned subsidiary of the Company. At
July 31, 2011, NHIL holds 664,717,057 shares of common stock or 89.13% of the
issued and outstanding common stock of the Company. NHIL is registering
66,471,705 shares (8.91% of the issued and outstanding) of the 664,717,057
shares it holds as part of this Registration Statement. At the time of this
filing, NHIL has no arrangements to sell these shares. (COMMENT NO. 2)
During 2002 and 2003, Global Asset and Services, Inc. was working to develop
technology licensing agreements for such information systems, the use of an
inorganic harding agent and its manufacturing process, a method of recovering of
polystyrene waste materials and a use of a information system for personal
computer memory cards (PCMIA Cards). Global Assets and Services, Inc. did not
pursue the development, marketing or extension of any of these potential license
agreements. Further, none of these potential license agreements have any bearing
on the Company's current business operations. (COMMENT NO. 5)
Our current business plan is focused on the agricultural animal industry, more
specifically, "Salmogenics," a poultry salmonella vaccine. NHIL owns the
exclusive rights to the Salmogenics Vaccine (hereinafter the "Vaccine") and a
Salmonella Antigen (hereinafter the "Antigen") which both provide a method for
controlling intestinal pathogenic organisms in animals. The Company has received
the exclusive rights to finish the final phase of study, manufacture,
distribute, market and sell the vaccines by NHIL through a Licensing Agreement
with Global Green International, the wholly-owned subsidiary of the Company.
Under the Licensing Agreement with NHIL, the Company is responsible for all
financial obligations to obtain United States Department of Agriculture ("USDA")
approval. The Company is in the process of having the Vaccine and Antigen
approved by the United States Department of Agriculture/Food Safety and
Inspection Service ("USDA/FSIS").
The Company focuses on the commercialization of the salmonella vaccine for
poultry industry markets. In 2008, NHIL obtained the ownership rights to the
vaccine and took over the funding of a research study that had been in process
since 1996, and initiated the drafting and filings of patent application for the
vaccine. Research was being conducted through an unrelated third party,
AHPharma. AHPharma was informally engaged to conduct not only research and
development, but also to perform the testing of the vaccine product in the
-27-
poultry industry. On July 30, 2011, the Company entered into a Cost and
Evaluation Agreement with AHPharma. The Cost and Evaluation Agreement provides
for the responsibilities of AHPharma in connecton with the Phase 4 trials and
testing required by the USDA in exchange for payment a total payment of
$300,000. The Cost and Evaluation Agreement terminates upon the final approval
of the USDA. (COMMENT NO. 7)
At this time, the USDA has reviewed the results of the research which showed the
vaccine used in the study is safe, non toxic and causes no harm to the animal,
and reduced the number of salmonella contamination and therefore has allowed the
research to go to the final phase for approval by USDA for the Company to show
efficacy of the vaccine in a commercial setting with large numbers of chickens
and also to find a potential manufacturer for the vaccine. The Company has begun
the final phase and AHPharma has begun collecting salmonella samples from
multiple locations within the United States to start the mock study that was
requested by USDA. The Company at the time of this filing has not entered into
any agreement with a third party to manufacture the vaccine.
The Company's product vaccine that is to be exclusively marketed under its
licensing arrangement with NHIL is in the last stages of USDA required testing
and depending upon the results of such testing may require additional research
and development, testing and regulatory approval.
The Company's development of its products will be subject to other risks of
failure including, among others, the possibilities that any such products will
be found to be ineffective or toxic, or otherwise fail to receive necessary
regulatory approvals; that any of the products, if safe and effective, will
prove difficult or impossible to manufacture on a large scale or will be
uneconomical to market; that the proprietary rights of third parties will
preclude the Company or its collaborators from marketing any products developed;
that the products will fail to achieve market acceptance; and that third parties
will market equivalent or superior products. As a result, there can be no
assurance that the Company or its collaborators will be able to develop,
manufacture and successfully commercialize the Company's product candidates
within a reasonable time frame or ever. Failure to develop successfully the
Company's current product candidates would materially and adversely affect the
Company's business, financial condition and results of operations.
The Company's product vaccine that is to be exclusively marketed under its
licensing arrangement with NHIL are in the late developmental stage and may
require additional research and development, testing and regulatory approval
depending upon the results of final large scale testing. The Company's
development of its product will be subject to other risks of failure including,
among others, the possibilities that any such products may fail to receive final
and necessary regulatory approvals; that any of the products, if safe and
effective, will prove difficult or impossible to manufacture on a large scale or
will be uneconomical to market; that the products will fail to achieve market
acceptance; and that third parties will market equivalent or superior products.
As a result, there can be no assurance that the Company or its collaborators
will be able to develop, manufacture and successfully commercialize the
Company's product candidates within a reasonable time frame or ever. Failure to
develop successfully the Company's current product candidate would materially
and adversely affect the Company's business, financial condition and results of
operations.
COMPANY OVERVIEW
We have been inactive during the last 5 years. We have no recent operating
history and no representation is made, nor is any intended, that we will able to
carry on our activities profitably. The viability of the proposed business
effort is dependent upon sufficient funds being realized from this offering, of
which there is no assurance. Our main emphasis will be to finish final phase of
the study find a partner to manufacture the vaccine and get USDA approval
We have no revenues at this time and anticipate that we will need additional
capital to support the execution of our business plan. We believe that with cash
on hand, the Company will have funds to support operations till the end of the
calendar year. The Company expects to expend approximately $160,000 to complete
Phase 4 testing. The Company's only operational activities at this time is the
Phase 4 testing and management intends at the completion of such testing to
raise additional funds in order to support marketing and sales activities,
though the Company cannot make any assurances that it will be able to raise such
capital at that time. (COMMENT NO. 42)
-28-
We are a scientific research and development company of biologics products to
domestic and international markets. Our background and expertise is in the
research, testing, and development of vaccines for applications to animals to
make the growing of these animals for human food sources both healthy for the
animals, economical for the growers and most importantly our vaccine protect
humans from diseases that are transmittable from animal food sources for adult
and child safety.
Our product, Salmogenics, is in the form of a vaccine that is injected in the
egg, before it hatches, to give immunity to the Salmonella bacteria to the chick
(Gallus domesticus -genus and species) Salmogenics is a multi-valent vaccine
designed to protect against several strains of Salmonella bacteria and other
opportunistic bacteria that frequently associate with Salmonella bacteria that
further endangers the host's (chick's) survivability.
The advantages of our vaccine when injected in ovo (into the fertilized egg)
are:
o While the animal health industry has developed a variety of treatments
for the prevention of poultry diseases, these treatments are not
always administered to the birds in ways that ensure effective and
consistent results.
o Conventional application has been post hatch (administered the 1st
week after the chick is born, through feed and drinking water, via a
spray that treats the birds through their mucus membranes or costly
hand vaccinations.
o Such treatments require multiple post-hatch vaccinations and field
boosters, involving costly guesswork and are labor intensive. The
result is inefficient, costly, inconsistent vaccine delivery.
In ovo delivery of the vaccine overcomes problems that have arisen over the
years when using water borne or spray vaccinations with chickens:
o Many poultry caretakers and/or broiler farmers are involved
o A variety of vaccination equipment is used on different farms
o Re-use of containers with viable vaccine residues
o Blocked spray nozzles
o Incorrect spray pressure resulting in defective distribution patterns
o Poor water quality (pH, minerals)
o Use of hot water to reconstitute freeze dried vaccine pellets
o Mixing heat and time sensitive vaccines for a complete day of
vaccinations
o Incorrect dosage of vaccine for reconstitution
o Incorrect dosage of diluent for dilution
o Water lines contaminated with bacteria and/or carrying heavy biofilm
loads
o Too long or too short time within waterlines
o Blocked needles or tubing
o Defective vaccine reservoirs
o Use of improperly handled diluents
o Incorrect calibrated syringes
o All of the above problems require added human interactions and added
labor costs, as well as stress on the birds increasing mortality rates
and negatively affecting "Food Conversion".
The laboratory concept of `in the egg' vaccination was initially used for a
Marek's disease (MD) vaccine and has been expanded into a commercially applied
technology platform that is capable of placing several antigens and compounds
simultaneously into over 50,000 eggs per hour.
Marek's disease is a highly contagious virus that causes the enlargement of
nerves and organs in poultry. The Marek's disease vaccine was one of the first
vaccines to use related viruses as a vaccine to fight a virus. Prior to the
development of the vaccine, Marek's disease was responsible for the devestation
of whole flocks of poultry. The vaccine was one of the first to be successfully
developed for administered by in-ovo vaccination when the eggs are transferred
from the incubator to the hatcher. (COMMENT NO. 43)
-29-
In ovo vaccination enables downstream process improvements in efficiencies such
as high speed separation of chick and un-hatched eggs, rapid placement or
reduced time from hatcher to farm, targeted precise therapeutic intervention and
reduction of handling stress on the birds.
In ovo vaccination offers many advantages over other treatments, such as:
o Earlier immunity - an earlier exposure to various vaccines improves
the bird health and disease resistance at the time when they are
placed on the farm.
o Uniform delivery - in ovo vaccination allows an automated and uniform
process for delivering consistent volumes and concentrations of
vaccines to every bird when compared to the previously used
subcutaneous method of vaccination at day of hatch.
o Fast delivery - time is reduced from hatcher to farm with vaccinations
after hatching being eliminated.
o Reduced stress - birds are less stressed when vaccinated in ovo versus
handling and injection after hatch.
o Reduced labor costs - a reduction in the need for the labor associated
with day of hatch subcutaneous vaccination is immediately realized.
Compared to the day of hatch vaccination method there is a reduction
in labor required to vaccinate the embryos.
o Future products - new products and vaccines have recently been
marketed and more are being developed that will effectively control
diseases when applied in ovo.
The manufacturing of our vaccine will be with seasoned pharmaceutical vaccine
manufacturers.
SALMOGENICS VACCINE
Salmogenics stimulates an immune response in inoculated poultry to fight several
intestinal pathogenic organism that include seven field strains of E. coli,
Psedomona aeruginosa, Aerobacter aerogenes, and four Salmonella strains. The
chicken egg when properly vaccinated with Salmogenics hatches a Salmonella
resistant chick that requires fewer antibiotics. Therefore humans consume higher
quality meat grown with fewer antibiotics.
HOW SALMOGENICS WILL POSITIVELY EFFECT LIVES
Management estimates that 40 billion chickens will benefit form the Salmogenics
Vaccine. Approximately, 1.3 billion humans get some form of Salmonella infection
per year, based upon industry statistics. (WORLD EGG INDUSTRY - A FEW FACTS AND
FIGURES. International Egg Commission. (Web site accessed February 2008.)
(COMMENT NO. 44) The Salmogenics vaccine improves the immune system of the fowl,
thereby improving the health and welfare of the bird and those that eat chicken,
turkey and other fowl. The birds will be healthier and experience increased
weight gain and reduced mortality, a benefit for the poultry industry worldwide
and humans consuming chickens. This means not only a healthier chicken, but a
healthy source of protein for humans to consume with much less fear that they
will become infected by Salmonella bacteria and suffer long-term illness or a
worst case scenario, death.
WHAT IS SALMONELLA?
Salmonella is the scientific name for over 2,500 of types of bacteria. The types
are known to cause disease in humans, animals, and birds (especially poultry)
worldwide. The bacteria is widespread and found mainly in the intestines of
birds, reptiles and mammals. People can acquire the bacteria via a variety of
different foods of animal origin. The illness it causes is called SALMONELLOSIS.
WHAT ARE THE SYMPTOMS OF SALMONELLOSIS?
The symptoms of Salmonellosis typically include fever, diarrhea and abdominal
cramps. In persons with poor underlying health or weakened immune systems,
Salmonella can invade the bloodstream and cause life-threatening infections.
Symptoms usually appear 12-72 hours after the ingestion of food contaminated
with Salmonella and the illness from Salmonella usually last 4-7 days; mild
cases can usually recover, but it may be several months before your bowel habits
are entirely normal.
-30-
According to the U. S. Centers for Disease Control and Prevention ("CDC") this
common food-borne illness can do more than just give one diarrhea or a stomach
ache, but can cause the following long-term problems that appear 1-3 weeks
following infection:
o Joint pain
o painful urination
o conjunctivitis
o knee pain
WHAT IS SALMOGENICS VACCINE?
Salmogenics vaccine is a patented vaccine for Salmonella. Salmogenics stimulates
an immune response in inoculated poultry to several intestinal pathogenic
organisms that include various Salmonella strains and several wild strains of
other frequent pathogenic bacteria.
Salmogenics contains the Sotomayor Antigen, which has been patented by the
Company's majority shareholder, NHIL (COMMENT NO. 45). An antigen is a substance
that, when introduced into a body, triggers the production of an antibody by the
immune system, which will then kill or neutralize the antigen that is recognized
as a foreign and potentially harmful invader. The Sotomayor Antigen pertains to
a particular composition of multiple germs mainly of the Genus Salmonella in
order to control intestinal pathogenic organisms in the chicken species.
(COMMENT NO. 41)
HOW SALMOGENICS WILL POSITIVELY EFFECT LIVES
Approximately, 40 billion chickens a year will benefit from the Salmogenics
vaccine. (WORLD EGG INDUSTRY - A FEW FACTS AND FIGURES. INTERNATIONAL EGG
COMMISSION. (WEB SITE ACCESSED FEBRUARY 2008.) (COMMENT NO. 44)
The Salmogenics vaccine improves the immune system of the chick, thereby
improving the health and welfare of the bird and those that consume chicken,
turkey and other poultry. The birds are less susceptible to illness and
experience increased weight gain and reduced mortality, a big plus for the
poultry industry worldwide. This means not only a healthier chicken, but a
healthier source of protein for humans to consume with much less fear infection
by Salmonella bacteria.
HOW SALMOGENICS DIFFERS FROM OTHER VACCINES ON THE MARKET
o Some current vaccines may interfere with efficacy of other vaccines or
medications administered simultaneously with and/or subsequent to
vaccination.
o Salmogenics can be administered alone or with other vaccines. This
makes Salmogenics cost effective for chicken growers who grow for
worldwide consumption.
o Additionally, some antigens may interfere with or affect the accuracy
of traditional test or screening tools used to detect active or prior
infections.
o Salmogenics does not affect the accuracy of diagnostic procedures and
does not reduce the effectiveness of other vaccines. It can be
administered alone or with other vaccines thereby reducing the cost of
administration.
o Other vaccines are administered orally or through nasal passages or by
individual injection which requires man hours to handle.
The Salmogenics vaccine can be administered with other vaccines directly into
the egg before the egg is hatched without additional handling costs and without
-31-
human handling of the chick and stress to the live bird. Prior vaccines
generally failed to provide a Salmonella-containing multivalent vaccine
composition which is as effective as Salmogenics in inducing an immune response
to at least one intestinal pathogenic organism.
The USDA has recently ordered the poultry industry to reduce the percentage of
Salmonella infected chicken allowed on the market from 7% to 5%. Salmogenics has
been shown in efficacy studies to help accomplish these strict requirements set
forth by the USDA.
(COMMENT NO. 49)
MARKETING STRATEGY AND SIZE
The Company intends to market to the USA broiler young chicken and parental
industry initially followed by commercial egg-type laying hen and egg markets.
USDA/FSIS regulatory approval is required for each specie and label claim. USA
young progeny broiler market consists of 8.64 billion processed annually in 2010
produced from approximately 40 million laying hens- both are considered viable
profitable markets for new technology vaccine markets ("U.S. POULTRY AND EGG
ASSOCIATION, ECONOMIC DATA, POULTRY PRODUCTION AND VALUE SUMMARY 2010",
www.poultryegg.org/economic data/) (COMMENT NO. 46)
Following initial market entry into the young broiler chicken and parental
markets, the Company is responsible for all financial obligations as NHIL will
proceed to obtaining federal regulatory approval and initiate marketing efforts
into the commercial egg-type laying hen and egg markets. It is well recognized
that the Salmonella organism, once it infects the laying hen, will continue to
contaminate the egg as it tracks down the oviduct. Once the organism is present
in the egg, almost a perfect nutrient environment will assure that those persons
consuming an uncooked egg (a common practice in most parts of the world) will
become infected. Weaker human immune systems (i.e., the very young and very
elderly) have a greater chance of Salmonella infection.
The international animal industry is approximately 4-times the size of the
United States chicken industry. Single-organism Salmonella vaccines have been
used extensively in the United Kingdom plus those markets outside the United
Kingdom. The UK's regulatory agencies have strongly encouraged Salmonella
vaccines of both animal progeny and their parents. (wattagnet.com, "GLOBAL
BROILER PRODUCTION TO MAINTAIN GROWTH", APRIL 6, 2009) (COMMENT NO. 46)
PRODUCT CUSTOMER DECISIONS
The immediate customers are the poultry farms, specifically in the chicken
industry and in particular Poultry Company Veterinarians. Vaccine product use
decisions are fairly straightforward in the United States due to a limited
number of Poultry Company Veterinarians who will determine technology
need/worth, safety, efficacy and bottom-line profitability of the vaccine. Each
Veterinarian must persuade their top management and cost accountants by
conducting company field studies and demonstrations of cost-effectiveness as to
the reason to use the product.
(COMMENT NO. 47)
Our potential end users of our product are the poultry farms which in the United
States includes the companies listed below.
-32-
TOP 10 BROILER CHICKEN COMPANIES
Representing 73 % of the total chickens processed annually include:
----------------------------------------------------------------------------------------------------------
Annually Annual
Rank Broiler Chicken Company Processed (million)1 R-T-C 2 (lbs.)
----------------------------------------------------------------------------------------------------------
#1 Tyson Foods, Inc............................1,944 .....................8,372
#2 Pilgrim's Pride Corp........................1,676......................6,578
#3 Perdue Farms, Inc.............................626......................2,787
#4 Sanderson Farms, Inc..........................405......................2,566
#5 Koch Foods, Inc...............................494......................1,828
#6 Wayne Farms, LLC .............................289......................1,807
#7 Mountaire Farms, Inc..........................263......................1,740
#8 House of Raeford Farms, Inc...................198......................1,217
#9 Foster Farms, Inc.............................296......................1,037
#10 Peco Foods, Inc...............................176........................986
----------------------------------------------------------------------------------------------------------
TOP 10 TOTAL .........................................6,369 million................28,920 million
ANNUAL TOTAL ..........................................8.64 billion..................38.8 billion
TOP 10 (% of total).........................................73.7 %........................74.5 %
----------------------------------------------------------------------------------------------------------
1 Number of birds that represents "MARKET SIZE" for the Company's product.
2 NOTE: R-T-C equals "READY-TO-COOK" chicken.
MARKET PENETRATION TECHNIQUES EMPLOYED
United States markets will be penetrated with a market entry program that will
include:
o Research data publications, including efficacy and safety research.
o Company and product name(s) recognition.
o Strong and reliable regulatory approvals and label claim development.
o Company presents at animal meetings (particularly and initially
poultry meetings and conventions).
o Company and product advertising in prominent animal production
(especially and initially the chicken production industry) and food
safety publications.
o A strong and well-experience technical staff that will work with the
technical experts in the poultry industry, such staff has not been
identified at the time of this filing.
o Strong sales force, with experience in the poultry industry.
COMPETITION, AREAS OF INTENDED USAGE, AND SUCCESS RATE
Historically, vaccines have generally fail to provide a multivalent antigen (an
antigen which stimulates production of multiple antibodies) composition which
can be easily and effectively administered in a commercial farm environment at a
reduced cost, while failing to provide a multivalent antigen composition that
can be utilized alone or in combination with vaccine products for use with other
diseases without reducing the efficacy of either vaccine component and/or the
ability to detect or diagnose particular diseases within inoculated birds.
Current vaccines competitive to the Company's include:
o Sporulin(TM), with the active ingredients BACILLUS SUBTILIS and
BACILLUS LICHENIFORMIS, is fed via animal feed additive with intended
use in live performance general bacteria issues. Typically, this
product is used in live broiler young chicken production operations.
The product has been introduced with very limited success. Sporulin is
manufactured and sold by Pacific Vet Group. (COMMENT NO. 48)
-33-
o FloraMax-B11(TM)that is a probiotic for poultry only and administered
as a water soluble additive with intended use in SALMONELLA and E.
COLI food safety issues. Typically this product is used in commercial
egg-type and breeder hen production operations. The product has had
some success in commercial egg-type laying hen operations.
FloraMax-B11 is manufactured and sold by Pacific Vet Group. (COMMENT
NO. 48)
o LAYERMUNE(R) SE currently sets the standard in SALMONELLA ENTERITIDIS
protection of commercial egg-type laying hens in the USA. CEVA, a
French pharmaceutical company, received the first USDA license for a
poultry vaccine against S. enteritidis with multiple strains aids for
the reduction of salmonella colonization of the intestinal tract
thereby reducing the risk of SE shed in the environment and egg shell
contamination. Introduced in 1992, LAYERMUNE(R) SE has been
instrumental in earning CEVA the #1 ranking in salmonella vaccines in
the U.S. The oil-based bacteria product is administered to chickens
via subcutaneous injections.
RECENT DEVELOPMENTS
The Company has successfully completed the requirements of Phase I, Phase II and
Phase III efficacy studies as set forth by the USDA and the Salmogenics product
has currently entered into the final phase of becoming a USDA approved vaccine
for the in ovo vaccination of chicken eggs.
On January 28, 2011, strains of Salmogenics Vaccine were deposited with the
American Type Culture Collection Repository. The American Type Culture
Collection (ATCC) is a private, not-for-profit biological resource center whose
mission focuses on the acquisition, authentication, production, preservation,
development and distribution of standard reference microorganisms, cell lines
and other materials for research in the life sciences. The deposit was made in
order to have ATCC determine whether the Salmogenics vaccines meet industry
standards.
On February 15, 2011, with USDA approval, AHPharma began the final phase of
Salmogenics vaccine consisting of in house study ordered and required by USDA
for the chicken industry. The Company completed all prior requirements of the
USDA to include:
1. Phase I which involved independent research with Dr. James McNaughton,
PhD and AHPharma, Inc. which demonstrated that Salmogenics Vaccine:
o Reduced fecal bacteria loads significantly for E. coli and
Salmonella bacteria.
o Produced an average weight gain of 2% per bird.
o Reduced mortality.
2. Phase II demonstrated:
o In this phase various dosages of Salmogenic were tested to
determine the most efficient and cost effective amount of vaccine
to be administered to produce a chicken born with less or no
Salmonella bacteria.
o Clinical testing also showed that eggs treated with Salmogenics
Vaccine had a reduced mortality as compared to the control
groups.
3. Phase III involved proving that Salmogenics vaccine:
o When tested clinically Salmogenics Vaccine showed to help reduce
the incidence of Salmonella and reach a point that meets the USDA
regulatory requirements.
o As of August 13, 2010 the USDA issued an edict that the
acceptable incidence of Salmonella for chicken growers had been
reduced from 7% to a 5% tolerance. Additionally, Salmogenics
vaccine was concomitantly administered with Mareks vaccine and
found to not alter the effects of Mareks Vaccine nor the
effectiveness of Salmogenics Vaccine.
-34-
4. As of February 16, 2011, the Company was able to announce that the
final phase of USDA approval had begun, which will involve:
a. Meeting with the USDA for a review of the final steps.
b. Selecting a vaccine manufacturer.
c. The collection of salmonella strains for the mock study requested
by USDA.
d. The approval of AHPharma by the USDA that their facilities will
be approved to perform the final field study for Salmogenics
Vaccine. The number of birds to be tested is to be determined.
This field study is done to determine if any variations exist
between previous efficacy studies and studies done in the
commercial field.
5. On May 3, 2011 the US Patent Office issued Patent No. 7,935,355
"Composition and Method for Controlling Intestinal Pathogenic
Organisms" for Salmogenics Vaccine.
6. On August 2, 2011, the US Patent Office issued Patent No. 7,988,978
"Composition and Method for Controlling Intersion Pathogenic
Organisms" for Salmogenics Vaccine.
OUR PRODUCT
We have developed and tested one product, Salmongenics, which we intend to
market in the United States initially and later worldwide. The Company owns the
rights to Salmogenics in the United States and Canada. The Company has been
granted with all marketing rights to Salmogenics in all other countries under
the License Agreement.
Salmongenics contains the Sotomayor Antigen, which has been patented by the
Company. An antigen is a substance that, when introduced into a body, triggers
the production of an antibody by the immune system, which will then kill or
neutralize the antigen that is recognized as a foreign and potentially harmful
invader. The Sotomayor Antigen pertains to a particular composition of multiple
germs mainly of the Genus Salmonella in order to control intestinal pathogenic
organisms in the chicken species.
OUR STRATEGY
The Company's objective is to be a leader in the commercialization of salmonella
vaccine products. To achieve this objective, we intend to:
o Management's current focus is on the final approval by the USDA of the
Company's sole product, the Salmogenic vaccine. As the Company, moves
closer to final approval, it will begin to develop and focus efforts
on marketing and sales of the Salmongenic vaccine.
o EXPAND OUR PORTFOLIO OF PRODUCTS. The Company intends to expand its
existing portfolio of product candidates. The Company will take into
account market attractiveness, technical feasibility, the potential to
develop a proprietary position and the productiveness of animal models
in choosing among new product development opportunities. Though, at
the time of this filing, management has not taken any efforts and has
no plans to take any efforts in this direction.
o BROADEN OUR LICENSEE. The Company plans to broaden its portfolio of
licenses of and other technologies to develop new products and attract
corporate and academic collaborators. We intend to accomplish this
through internal and sponsored research, in-licensing and technology
acquisitions. Though, at the time of this filing, the Company has not
identified any such opportunities.
RELATIONSHIP WITH NHIL
NHIL owns 89.13% of the Company's common stock and as such is not only the
Company's parent company, but also its majority and controlling shareholder.
NHIL owns all of the patents and trademarks associated with the salmogenic
vaccine.
-35-
On November 29, 2010, the Company entered into License Agreement with NHIL, our
majority shareholder. The License Agreement provides us with exclusive license
to performe final phase of USDA study, manufacture, distribute, market and sell
the Salmonella Vaccine and the Salmonella Antigen, not only in the United
States, but also worldwide. Though, at this time, the Company has not made any
plans regarding operations outside of the United States. As part of the
consideration of the License Agreement, the Company has agreed to undertake the
financial obligations for the acquisition of any patents and obtaining USDA
approval, in addition to the issuance of the 683,097,847 shares to NHIL. The
License Agreement has no provisions for termination, unless the Company defaults
on its responsibilities, and is perpetual.
COMPETITION:
Competition among entities attempting to identify and develop new therapies is
intense. The Company faces, and will continue to face, competition from
pharmaceutical and biotechnology companies, academic and research institutions
and government agencies, both in the United States and abroad. Many of the
Company's competitors have substantially greater capital resources, research and
development staffs, facilities, manufacturing and marketing experience,
distribution channels and human resources than the Company. Future competition
will likely come from existing competitors, as well as other companies seeking
to develop new treatments.
At this time, the Company has an exclusive license from NHIL. The Company may be
dependent on NHIL for support of certain of its technologies and intends to rely
on NHIL for development of any future products. Product candidates of the
Company, as it begins to pursue its strategy as discussed above, therefore, may
be subject to competition with a potential product under development by NHIL.
Rapid technological development by the Company or others may result in products
or technologies becoming obsolete before the Company can recover development
expenses. Products developed by the Company could be made obsolete by less
expensive or more effective technologies, even technologies unrelated to
salmonella vaccine. For example, competitors may also develop vaccines that may
compete with or obviate the need for the Company's products. There can be no
assurance that the Company will be able to make the enhancements to its
technology necessary to compete successfully with existing or newly emerging
technologies.
GOVERNMENT REGULATION:
Prior to marketing, any products developed by the Company must undergo an
extensive regulatory approval process in the United States and other countries.
This regulatory process, which includes efficacy studies, and may include
post-marketing surveillance of each compound to establish its safety and
efficacy (effectiveness), can take many years and require the expenditure of
substantial resources. Efficacy studies are performed to determine the
effectiveness of the product on both a small and large scale. Post-marketing
surveillance requires that the Company continue to monitor the usage and
effectiveness of the product upon sale to users. (COMMENT NO. 51) Data obtained
from efficacy studies are subject to varying interpretations that could delay,
limit or prevent regulatory approval. Delays or rejections may also be
encountered based upon changes in USDA policies for vaccine approval during the
period of product development and USDA regulatory review. Similar delays may
also be encountered in obtaining regulatory approval in foreign countries.
Delays in obtaining regulatory approvals could adversely affect the marketing of
any vaccine developed by the Company or its corporate collaborators, impose
costly procedures upon the Company's or its corporate collaborators' activities,
diminish any competitive advantages that the Company may attain and adversely
affect the Company's receipt of revenues. There can be no assurance that
regulatory approval will be obtained for products developed by the Company.
Furthermore, regulatory approval may entail limitations on the indicated uses of
a proposed product.
The regulation of the Company's products and its ongoing research is subject to
change, and future legislative or administrative acts in the United States or
other countries could have a material adverse effect on the Company's business,
financial condition and results of operations. Regulatory requirements
ultimately imposed could adversely affect the ability of the Company's corporate
collaborators to perform efficacy studies, manufacture or market products, and
could significantly delay or reduce the milestone or royalty payments payable to
the Company.
-36-
Even if regulatory approval is obtained, a marketed product and its manufacturer
are subject to continuing review. Discovery of previously unknown problems with
a product may result in withdrawal of the product from the market, and could
have a material adverse effect on the Company's business, financial condition
and results of operations. Violations of regulatory requirements at any stage
during the regulatory process, including efficacy studies, the approval process,
post-approval or in GMP, may result in various adverse consequences to the
Company, including the USDA's delay in approval or refusal to approve a product,
withdrawal of an approved product from the market or the imposition of criminal
penalties against the manufacturer and license holder. There can be no assurance
that the Company will be able to conduct efficacy studies or obtain necessary
approvals from the USDA or other regulatory authorities for any products.
Further, the terms of approval of any marketing application, including the
labeling content, may be more restrictive than we desire and could affect the
marketability of the Company's proposed products. Failure to obtain required
governmental approvals will delay or preclude the Company or its corporate
collaborators from marketing products or limit the commercial use of such
products and could have a material adverse effect on the Company's business,
financial condition and results of operations.
FACILITIES
The Company operates out of facilities leased by NHIL at 2820 Remington Green
Circle, Tallahassee, Florida 32308. (COMMENT NO. 52)
BACKLOG OF ORDERS
We currently have no orders for sales at this time.
GOVERNMENT CONTRACTS
We have no government contracts.
NUMBER OF PERSONS EMPLOYED
As of July 31, 2011, we had no full-time employees. Officers and Directors work
on an as needed part-time basis up to 30 hours per week.
PLAN OF OPERATIONS
We had no operations prior to January 2009 and we did not have any revenues
during the fiscal year ended December 31, 2010. We did not recognize any income
in the year ended December 31, 2009. We have minimal capital, minimal cash, and
only our intangible assets consist of our patents and patent applications,
business plan, relationships and contacts. We are illiquid and need cash
infusions from investors or shareholders to provide capital, or loans from any
sources.
Our plan of operations is as follows:
MILESTONES
--------------------------- --------------------------------------------------
2nd Quarter 2011 - Filing of Registration Statement.
- Continuation of Final USDA Field Test
Preliminary (Mock Study) focusing on
forming a model that will be used for
the Final Efficacy Study required by the
USDA.
--------------------------- --------------------------------------------------
3rd Quarter 2011 - End Final USDA Model Trials for Large
Scale Efficacy Testing.
- Initiate Vaccine Manufacturing Setup for
Final Efficacy Testing.
-37-
--------------------------- --------------------------------------------------
4th Quarter 2011 - Manufacturing Vaccine batch for Final
Efficacy Testing.
- Proceeding to the Final Efficacy Testing
filed with USDA according to Model test
for USDA approval.
- Initiate Marketing Development.
--------------------------- --------------------------------------------------
1st Quarter 2012 - Continuing with the Final Efficacy
Testing filed with USDA according to
Model test for USDA approval.
- Continuing Marketing Development.
--------------------------- --------------------------------------------------
Our Budget for operations in next year is as follows:
THE VACCINE- FINAL TESTING FOR USDA APPROVAL
Final Testing for USDA approval $415,000
Manufacturing Cost of the Vaccine $750,000
Compensation for in-house doctors/scientist $150,000
ADMINISTRATION
Marketing/Fundraising $350,000
Management $150,000
Legal and accounting $35,000
Office Overhead/Salaries $45,000
------------
TOTAL $1,895,000
We will need substantial additional capital to support our proposed future
operations. We have NO revenues. We have NO committed source for any funds as of
date hereof. No representation is made that any funds will be available when
needed. In the event funds cannot be raised when needed, we may not be able to
carry out our business plan, may never achieve sales, and could fail in business
as a result of these uncertainties.
OFF BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements.
B. DESCRIPTION OF PROPERTY
--------------------------
(a) Real Estate None.(1)
(b) Title to properties. None.
(c) Oil and Gas Prospects. None.
(d) Patents and Patent Applications (COMMENT NO. 40)
Global Green does not hold any patents or pending patent applications for the
Salmogenics vaccine, rather the patents, patent applications and trademarks for
the Salmogenic vaccine are held in the name of NHIL, Global Green's majority
shareholder and parent company. Global Green licenses with NHIL for the usage of
such intellectual property. Pursuant to the License Agreement, Global Green is
required to pay for the USDA approval of the products.
NHIL holds the following patents and/or patent applications with the United
States Patent and Trademark Office:
------------- ------------------------------------------- ----------------------
Patent Number Patent Title Patent Issuance Date
------------- ------------------------------------------- ----------------------
7,988,978 Composition and method for controlling August 2, 2011
intestinal pathogenic organisms
------------- ------------------------------------------- ----------------------
7,935,355 Composition and method for controlling May 3, 2011
intestinal pathogenic organisms
------------- ------------------------------------------- ----------------------
---------------
(1) The Company does not own any property, real or otherwise.
-38-
C. LEGAL PROCEEDINGS
--------------------
We are not a party to any pending legal proceedings, nor are we aware of any
civil proceeding or government authority contemplating any legal proceeding.
D. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-----------------------------------------------------------
MARKET INFORMATION
Currently there is no public trading market for our stock, and we have not
applied to have the common stock quoted for trading in any venue. We intend to
apply to have the common stock quoted on the OTC Bulletin Board ("OTC/QB")
immediately after filing this registration statement.
The offering of the shares registered hereby could have a material negative
effect on the market price for the stock if it is approved for quotation on the
OTC/QB.
RULES GOVERNING LOW-PRICE STOCKS THAT MAY AFFECT OUR SHAREHOLDERS' ABILITY TO
RESELL SHARES OF OUR COMMON STOCK
Our stock currently is not traded on any stock exchange or quoted on any stock
quotation system. After filing the registration statement in which this
prospectus is included, we intend to solicit a broker to apply for quotation of
common stock on the FINRA's OTC/QB.
Quotations on the OTC/QB reflect inter-dealer prices, without retail mark-up,
markdown or commission and may not reflect actual transactions. Our common stock
will be subject to certain rules adopted by the SEC that regulate broker-dealer
practices in connection with transactions in "penny stocks." Penny stocks
generally are securities with a price of less than $5.00, other than securities
registered on certain national exchanges or quoted on the Nasdaq system,
provided that the exchange or system provides current price and volume
information with respect to transaction in such securities. The additional sales
practice and disclosure requirements imposed upon broker-dealers are and may
discourage broker-dealers from effecting transactions in our shares which could
severely limit the market liquidity of the shares and impede the sale of shares
in the secondary market.
The penny stock rules require broker-dealers, prior to a transaction in a penny
stock not otherwise exempt from the rules, to make a special suitability
determination for the purchaser to receive the purchaser's written consent to
the transaction prior to sale, to deliver standardized risk disclosure documents
prepared by the SEC that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer must also
provide the customer with current bid and offer quotations for the penny stock.
In addition, the penny stock regulations require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the SEC relating to the penny stock market, unless the broker-dealer or the
transaction is otherwise exempt. A broker-dealer is also required to disclose
commissions payable to the broker-dealer and the registered representative and
current quotations for the securities. Finally, a broker-dealer is required to
send monthly statements disclosing recent price information with respect to the
penny stock held in a customer's account and information with respect to the
limited market in penny stocks.
HOLDERS
As of the filing of this prospectus, we have 290 shareholders of record of our
common stock. Sales under Rule 144 are also subject to manner of sale provisions
and notice requirements and to the availability of current public information
about us. (COMMENT NO. 53)
As of the date of this prospectus, our selling shareholders hold 745,761,432
shares, 147,516,080 shares may be sold pursuant to this Registration Statement,
including those of our majority shareholder NHIL for whom we are registering
66,471,705 shares. At the time of this filing, NHIL has no arrangements to sell
these shares.
-39-
DIVIDENDS
As of the filing of this prospectus, we have not paid any dividends to
shareholders. There are no restrictions which would limit our ability to pay
dividends on common equity or that are likely to do so in the future. The
Florida Revised Statutes, however, do prohibit us from declaring dividends
where, after giving effect to the distribution of the dividend; we would not be
able to pay our debts as they become due in the usual course of business; or our
total assets would be less than the sum of the total liabilities plus the amount
that would be needed to satisfy the rights of shareholders who have preferential
rights superior to those receiving the distribution.
E. FINANCIAL STATEMENTS
-----------------------
The financial statements of Global Green, Inc. appear on pages F-1 through F-13.
-40-
GLOBAL GREEN, INC.
(A DEVELOPMENT STAGE COMPANY)
(FORMERLY, THE GLOBAL TECH ASSETS, INC.)
CONSOLIDATED FINANCIAL STATEMENTS,
INDEPENDENT ACCOUNTANTS' REPORT
AND INDEPENDENT AUDITORS' REPORT
JUNE 30, 2011 (UNAUDITED)
AND DECEMBER 31, 2010
F-1
ACCELL
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholders
Global Green, Inc.
We have reviewed the accompanying consolidated balance sheets of Global Green,
Inc. (a development stage company) and its wholly owned subsidiary (together,
the "Company") as of the quarter ended June 30, 2011, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the three months and six months periods then ended and the cumulative period
from July 12, 2004 (inception) to June 30, 2011. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting Oversight Board (United States), the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2, the
Company has incurred net losses and negative cash flow from operations since
inception. These factors, and the need for additional financing in order for the
Company to meet its business plans, raise substantial doubt about the Company's
ability to continue as a going concern. Subsequent to December 31, 2010, the
Company raised additional capital (see Notes 2 and 6).
/s/ Accell Audit & Compliance, P.A.
Tampa, Florida
July 25, 2011
--------------------------------------------------------------------------------
4868 West Gandy Boulevard * Tampa, Florida 33611 * 866.683.2727
--------------------------------------------------------------------------------
F-2
ACCELL
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
Global Green, Inc.
We have audited the accompanying consolidated balance sheets of Global Green,
Inc. (a development stage company) and its wholly owned subsidiary (together,
the "Company") as of December 31, 2010, and the related consolidated statements
of operations, shareholders' equity and cash flows for the year then ended and
the cumulative period from July 12, 2004 (inception) to December 31, 2010. These
financial statements are the responsibility of the Global Green, Inc.'s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Global
Green, Inc., as of December 31, 2010, and the consolidated results of its
operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2, the
Company has incurred net losses and negative cash flow from operations since
inception. These factors, and the need for additional financing in order for the
Company to meet its business plans, raise substantial doubt about the Company's
ability to continue as a going concern. Subsequent to December 31, 2010, the
Company raised additional capital (see Notes 2 and 6).
/S/ Accell Audit & Compliance, P.A.
Tampa, Florida
July 25, 2011
--------------------------------------------------------------------------------
4868 West Gandy Boulevard * Tampa, Florida 33611 * 866.683.2727
--------------------------------------------------------------------------------
F-3
GLOBAL GREEN, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
JUNE 30, 2011 AND DECEMBER 31, 2010
JUNE 30, 2011
(UNAUDITED) DECEMBER 31, 2010
--------------------- ----------------------
ASSETS
Current assets
Cash and cash equivalents (Note 6) $ 127,029 $ -
Intangible asset, net (Note 4) 6,635 6,803
--------------------- ----------------------
Total assets $ 133,664 $ 6,803
--------------------- ----------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Due to shareholders $ 500 $ 5,500
--------------------- ----------------------
Shareholders' equity:
Preferred stock; no par value; 100,000,000 - -
shares authorized; no shares outstanding at
June 30, 2011, December 31, 2010 or 2009
Common stock; $.00001 par value; 3,000,000,000 7,458 7,345
shares authorized; 745,761,432, 734,513,814
and 3,141,597 shares issued and outstanding at
June 30, 2011, December 31, 2010 and 2009,
respectively
Additional paid in capital 285,573 (314)
Deficit accumulated during the development stage (159,867) (5,728)
--------------------- ----------------------
Total shareholders' equity 133,164 1,303
--------------------- ----------------------
Total liabilities and shareholders' equity $ 133,664 $ 6,803
===================== ======================
See accompanying notes to financial statements.
F-4
GLOBAL GREEN, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2011 AND 2010
THREE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, 2011 JUNE 30, 2010
(UNAUDITED) (UNAUDITED)
------------------------ ----------------------
REVENUES $ - $ -
------------------------ ----------------------
OPERATING EXPENSES
Testing for U.S. Department of 87,800 -
Agriculture's approval (Note 1)
Professional fees 12,519 -
Stock transfer agent fees 631 -
General and administrative 450 -
Consulting fees - 200
Amortization 84 -
------------------------ ----------------------
Total operating expenses 101,484 200
------------------------ ----------------------
NET LOSS $ (101,484) $ (200)
======================== ======================
Net loss per share applicable to common $ (0.0001) $ (0.0000)
stockholders-- basic and diluted
======================== ======================
Weighted average number of shares 745,761,432 34,440,364
outstanding - basic and diluted
======================== ======================
See accompanying notes to financial statements.
F-5
GLOBAL GREEN, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010,
AND THE PERIOD FROM INCEPTION (JULY 12, 2004) TO JUNE 30, 2011
SIX MONTHS ENDED SIX MONTHS ENDED INCEPTION TO
JUNE 30, 2011 JUNE 30, 2010 JUNE 30, 2011
(UNAUDITED) (UNAUDITED) (UNAUDITED)
-------------------- -------------------- ---------------------
REVENUES $ - $ - $ -
-------------------- -------------------- ---------------------
OPERATING EXPENSES
Testing for U.S. Department of 137,800 - 137,800
Agriculture's approval (Note 1)
Professional fees 14,019 - 19,019
General and administrative 1,497 - 1,497
Stock transfer agent fees 631 - 1,131
Consulting fees - 200 200
Amortization 168 - 196
Bank fees 24 - 24
-------------------- -------------------- ---------------------
Total operating expenses 154,139 200 159,867
-------------------- -------------------- ---------------------
NET LOSS $ (154,139) $ (200) $ (159,867)
==================== ==================== =====================
Net loss per share applicable to common $ (0.0002) $ (0.0000)
stockholders-- basic and diluted
==================== ====================
Weighted average number of shares 741,473,666 18,877,441
outstanding - basic and diluted
==================== ====================
See accompanying notes to financial statements.
F-6
GLOBAL GREEN, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF EQUITY FOR THE
PERIOD FROM INCEPTION (JULY 12, 2004) TO JUNE 30, 2011
DEFICIT
ACCUMULATED
DURING THE TOTAL
COMMON COMMON ADDITIONAL DEVELOPMENT SHAREHOLDERS'
SHARES STOCK PAID IN CAPITAL STAGE EQUITY
------------- ------------ -------------- ------------- --------------
INCEPTION, JULY 12, 2004 - $ - $ - $ - $ -
Share issuance, September 2004 3,141,597 314 (314) - -
------------- ------------ -------------- ------------- --------------
BALANCE, DECEMBER 31, 2004 3,141,597 314 (314) - -
------------- ------------ -------------- ------------- --------------
BALANCE, DECEMBER 31, 2005 3,141,597 314 (314) - -
------------- ------------ -------------- ------------- --------------
BALANCE, DECEMBER 31, 2006 3,141,597 314 (314) - -
------------- ------------ -------------- ------------- --------------
BALANCE, DECEMBER 31, 2007 3,141,597 314 (314) - -
------------- ------------ -------------- ------------- --------------
BALANCE, DECEMBER 31, 2008 3,141,597 314 (314) - -
------------- ------------ -------------- ------------- --------------
BALANCE, December 31, 2009 3,141,597 314 (314) - -
Recapitalization due to 10 to 1 stock split (Note 6) 28,274,370 - - - -
Stock based compensation (Note 6) 20,000,000 200 - - 200
Share issuance (Note 1) 683,097,847 6,831 - - 6,831
Net loss - - - (5,728) (5,728)
------------- ------------ -------------- ------------- --------------
BALANCE, DECEMBER 31, 2010 734,513,814 7,345 (314) (5,728) 1,303
Share issuance, March 2011 (unaudited) (Note 6) 11,247,618 113 285,887 - 286,000
Net loss (unaudited) - - - (52,655) (52,655)
------------- ------------ -------------- ------------- --------------
BALANCE, MARCH 31, 2011 (UNAUDITED) 745,761,432 7,458 285,573 (58,383) 234,648
Net loss (unaudited) - - - (101,484) (101,484)
------------- ------------ -------------- ------------- --------------
BALANCE, JUNE 30, 2011 (UNAUDITED) 745,761,432 $ 7,458 $ 285,573 $ (159,867) $ 133,164
============= ============ ============== ============= ==============
See accompanying notes to financial statements.
F-7
GLOBAL GREEN, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010,
AND THE PERIOD FROM INCEPTION (JULY 12, 2004) TO JUNE 30, 2011
INCEPTION TO
JUNE 30, 2011 JUNE 30, 2010 DECEMBER 31, 2010
(UNAUDITED) (UNAUDITED) (UNAUDITED)
----------------- ----------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (154,139) $ (200) $ (159,867)
Adjustments to reconcile net loss to net cash
from operating activities:
Amortization 168 - 196
Stock based compensation - 200 200
Change in assets and liabilities:
Due to shareholders (5,000) - 500
----------------- ----------------- ------------------
Net cash from operating activities (158,971) - (158,971)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from share issuance (Note 6) 286,000 - 286,000
----------------- ----------------- ------------------
NET CHANGE IN CASH (NOTE 6) 127,029 - 127,029
CASH, beginning of period - - -
----------------- ----------------- ------------------
CASH, end of period $ 127,029 $ - $ 127,029
================= ================= ==================
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
Common stock issued for acquisition of
Global Green International, Inc. $ 6,831 $ - $ 6,831
================= ================= ==================
See accompanying notes to financial statements.
F-8
GLOBAL GREEN, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2011 AND DECEMBER 31, 2010
NOTE 1 NATURE OF ORGANIZATION
Global Green, Inc. (the "Company") is a Florida Corporation
incorporated on July 12, 2004 as a wholly owned subsidiary of Global
Assets & Services, Inc. In September 2004, the Company was spun out
into a separate legal entity. The Company changed its name from The
Global Tech Assets, Inc. to Global Green, Inc. in April 2010 and its
fiscal period end is December 31.
The Company is in the development stage. The principal activities
during the development stage include organizing the corporate
structure, implementing the Company's business plan and raising
capital. Although the Company was formed in 2004, it did not have any
operating activities until 2010.
In November 2010, the Company acquired 100% of the issued and
outstanding stock of Global Green International, Inc. ("GGII"), a
wholly owned subsidiary of Nutritional Health Institute Laboratories,
LLC ("NHIL"). The Company issued approximately 683 million shares of
its common stock, representing 93% of the ownership of the Company, to
NHIL. After the above mentioned acquisition, the Company has become a
majority-owned subsidiary of NHIL. Prior to the acquisition, GGII had
no operations and no assets; therefore, there was no accounting impact
to the historical financial statements of the Company.
GGII, a wholly-owned subsidiary of the Company, has been granted the
exclusive worldwide rights to manufacture, distribute, market and sell
a Salmonella and Antigen vaccine (the "Vaccine"). The Licensing
Agreement was executed between NHIL and GGII before the Company
acquired the 100% ownership of GGII.
In February 2011, the Vaccine has been entered into the final phase of
becoming a United States Department of Agriculture ("USDA") approved
vaccine for the in ovo vaccination of chicken eggs to provide immunity
against Salmonella bacteria. In May 2011, the United States Patent and
Trademark Office granted a patent for the method and composition in
the Vaccine.
NOTE 2 GOING CONCERN
These consolidated financial statements have been prepared on a going
concern basis which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business for the
foreseeable future. As seen in the accompanying consolidated financial
statements, the Company has incurred net losses of $58,383 since
inception (July 12, 2004).
Management's plans include raising capital through the equity markets
to fund operations and eventually, the generating of revenue through
its business; however, there can be no assurance that the Company will
be successful in such activities. These consolidated financial
statements do not include any adjustments relating to the recovery of
the recorded assets or the classifications of the liabilities that
might be necessary should the Company be unable to continue as a going
concern.
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of
America ("GAAP") on the accrual basis of accounting. All significant
intercompany accounts and transactions have been eliminated in
consolidation. The interim financial statements reflect all
adjustments, which are, in the opinion of management, necessary in
order to make the financial statements not misleading.
F-9
GLOBAL GREEN, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2011 AND DECEMBER 31, 2010
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP
requires management to adopt accounting policies and make estimates
and assumptions that affect amounts reported in the financial
statements. The significant accounting policies, estimates and related
judgments underlying the Company's financial statements are summarized
below. In applying these policies, management makes subjective
judgments that frequently require estimates about matters that are
inherently uncertain.
CASH AND CASH EQUIVALENTS
The Company considers all investments with a maturity date of three
months or less when purchased to be cash equivalents. There were no
cash equivalents at June 30, 2011 or December 31, 2010 and 2009.
REVENUE RECOGNITION
The Company recognizes revenue on arrangements in accordance with
Securities and Exchange Commission Staff Accounting Bulletin No. 13,
"Revenue Recognition" and Financial Accounting Standards Board's
("FASB") Accounting Standards Codification ("ASC") 605-15-25, "Revenue
Recognition". In all cases, revenue is recognized only when the price
is fixed or determinable, persuasive evidence of an arrangement
exists, the service is performed and collectability is reasonably
assured. For the periods ended June 30, 2011 and December 31, 2010,
and for the period from inception to June 30, 2011, the Company did
not report any revenues.
EARNINGS PER SHARE
The Company has adopted the ASC") 260-10-50, EARNINGS PER SHARE, which
provides for calculation of "basic" and "diluted" earnings per share.
Basic earnings per share includes no dilution and is computed by
dividing net income or loss available to common shareholders by the
weighted average common shares outstanding for the period. Diluted
earnings per share reflect the potential dilution of securities that
could share in the earnings of an entity. Basic and diluted losses per
share were the same at the reporting dates as there were no common
stock equivalents outstanding at June 30, 2011 or December 31, 2010.
INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases. Additionally, the recognition of future
tax benefits, such as net operating loss carryforwards, is required to
the extent that realization of such benefits is more likely than not.
Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which the
assets and liabilities are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income tax expense in the period that includes the
enactment date.
In the event the future tax consequences of differences between the
financial reporting bases and the tax bases of the Company's assets
and liabilities result in deferred tax assets, an evaluation of the
probability of being able to realize the future benefits indicated by
such asset is required. A valuation allowance is provided for the
portion of the deferred tax asset when it is more likely than not that
some or all of the deferred tax asset will not be realized. In
assessing the realizability of the deferred tax assets, management
considers the scheduled reversals of deferred tax liabilities,
projected future taxable income, and tax planning strategies.
The Company files income tax returns in the United States and Florida,
which are subject to examination by the tax authorities in these
jurisdictions. Generally, the statute of limitations related to the
F-10
GLOBAL GREEN, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2011 AND DECEMBER 31, 2010
Company's federal and state income tax return is three years. The
state impact of any federal changes for prior years remains subject to
examination for a period up to five years after formal notification to
the states.
Management has evaluated tax positions in accordance with FASB ASC
740, INCOME TAXES, and has not identified any significant tax
positions, other than those disclosed.
SUBSEQUENT EVENTS
In accordance with FASB ASC 855, SUBSEQUENT EVENTS, the Company
evaluated subsequent events through the date of this audit report, the
date the financial statements were available for issue.
NOTE 4 INTANGIBLE ASSETS
The Company accounts for intangible assets in accordance FASB ASC 350
INTANGIBLES--GOODWILL AND OTHER. Intangible assets consist of the
Licensing Agreement and is carried at an allocated cost, less
accumulated amortization. The Licensing Agreement was executed on
November 29, 2010 between NHIL and GGII, before the Company acquired
the 100% ownership of GGII as described in Note 1. The provisions in
the License Agreement include the Company's responsibilities to
protect the Vaccine information and to assume financial
responsibilities for the acquisition of USDA approval of the Vaccine.
The License Agreement has no expiration date, but is being amortized
over the 20 year legal life of the related patent. The value of the
License Agreement was determined based upon the nominal value of the
par value of the common stock that the Company issued to NHIL in
exchange for 100% of GGII's common stock as there is no available
valuation information on licenses with similar vaccine technology.
Components of intangible assets at the periods ended are as follows:
JUNE 30, 2011
(UNAUDITED) DECEMBER 31, 2010
------------------- -----------------
License agreement $ 6,831 $ 6,831
Accumulated amortization (196) (28)
------------------- -----------------
$ 6,635 $ 6,803
------------------- -----------------
NOTE 5 TAXES
The components of income tax expense for the periods ended are as
follows:
F-11
GLOBAL GREEN, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2011 AND DECEMBER 31, 2010
INCEPTION TO
JUNE 30, 2011 DECEMBER 31, JUNE 30, 2011
(UNAUDITED) 2010 (UNAUDITED)
-------------- -------------- -------------
Current tax expense (benefit) $ (57,956) $ (2,153) $ (60,110)
Deferred tax expense (benefit) - - -
Change in valuation allowance 57,956 2,153 60,110
Use of operating loss carryforward - - -
-------------- -------------- ------------
$ - $ - $ -
-------------- -------------- ------------
The difference between income tax expense computed by applying the
statutory federal income tax rate to earnings before taxes for the
periods ended are as follows:
INCEPTION TO
JUNE 30, 2011 JUNE 30, 2011
(UNAUDITED) DECEMBER 31, 2010 (UNAUDITED)
----------------- ----------------- ------------------
Pretax earnings (loss) at federal statutory rate $ (52,407) $ (1,948) $ $ (54,355)
State income tax (benefit), net of federal benefit (5,549) (205) (5,755)
Change in valuation allowance 57,956 2,153 60,110
----------------- ----------------- -----------------
$ - $ - $ -
----------------- ----------------- -----------------
The components of deferred taxes are as follows:
JUNE 30, 2011
(UNAUDITED) DECEMBER 31, 2010
----------------- -----------------
Deferred income tax assets:
Operating loss carryforwards $ 57,956 $ 2,153
Less: Valuation allowance (57,956) (2,153)
----------------- -----------------
Net deferred tax asset $ - $ -
----------------- -----------------
At June 30, 2011 and December 31, 2010, a valuation allowance was
established for the entire amount of the net deferred tax asset as the
realization of the deferred tax asset is dependent on future taxable
income.
At June 30, 2011, the Company had net operating loss carryforwards for
tax purposes of approximately $160,000 which will expire beginning in
2031, if not previously utilized.
NOTE 6 EQUITY
In April 2010, the Company authorized the issuance of up to
100,000,000 shares of Preferred Stock at no par value. As of June 30,
2011 and December 31, 2010, no shares are issued or outstanding.
In May 2010, the Company had a 10-to-1 stock forward split, changing
its par value from $.0001 per share to $.00001 per share. Right after
F-12
GLOBAL GREEN, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2011 AND DECEMBER 31, 2010
the said stock split, the Company issued 20,000,000 shares of its
common stock to certain shareholders for services rendered valued at
$200. This is recorded as a non-cash expense in the accompanying
statement of operations.
On March 21, 2011, the Company completed a private placement of common
stock to accredited investors and raised $286,000 of working capital.
NOTE 7 RELATED PARTY TRANSACTIONS AND COMMITMENTS
During the period ending December 31, 2010, shareholders of the
Company paid expenses totaling $5,500 for attorney and stock transfer
fees which are included in Due to Shareholders on the accompanying
balance sheet. At June 30, 2011 and December 31, 2010 and 2009, the
amounts due to related parties were $500, $5,500 and $0, respectively.
Through its wholly-owned subsidiary, GGII, the Company has exclusive
rights to the Licensing Agreement with NHIL, the Company's majority
shareholder. In accordance with this agreement, GGII assumes the
financial responsibility for the acquisition and maintenance of all
patents, as well as USDA's approval of the Vaccine.
NOTE 8 CONTINGENCIES
During the normal course of business, the Company may be exposed to
litigation. When the Company becomes aware of potential litigation, it
evaluates the merits of the case in accordance with FASB ASC
450-20-50, CONTINGENCIES. The Company evaluates its exposure to the
matter, possible legal or settlement strategies and the likelihood of
an unfavorable outcome. If the Company determines than an unfavorable
outcome is probable and can be reasonably estimated, it establishes
the necessary accruals. As of June 30, 2011 and December 31, 2010, the
Company is not aware of any contingent liabilities that should be
reflected in the accompanying financial statements.
NOTE 9 SUBSEQUENT EVENT
Subsequent to the December 31, 2010 audit, in May 2011, the United
States Patent and Trademark Office granted a patent for the Method and
Composition in the Vaccine.
F-13
F. SELECTED FINANCIAL INFORMATION
---------------------------------
Not applicable.
G. SUPPLEMENTARY FINANCIAL INFORMATION
--------------------------------------
Not applicable.
H. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
--------------------------------------------------------------------------------
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR UNAUDITED
FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED HEREIN. WE CAUTION READERS
REGARDING CERTAIN FORWARD LOOKING STATEMENTS IN THE FOLLOWING DISCUSSION AND
ELSEWHERE IN THIS REPORT AND IN ANY OTHER STATEMENT MADE BY, OR ON OUR BEHALF,
WHETHER OR NOT IN FUTURE FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
FORWARD-LOOKING STATEMENTS ARE STATEMENTS NOT BASED ON HISTORICAL INFORMATION
AND WHICH RELATE TO FUTURE OPERATIONS, STRATEGIES, FINANCIAL RESULTS OR OTHER
DEVELOPMENTS. FORWARD LOOKING STATEMENTS ARE NECESSARILY BASED UPON ESTIMATES
AND ASSUMPTIONS THAT ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC
AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND OUR
CONTROL AND MANY OF WHICH, WITH RESPECT TO FUTURE BUSINESS DECISIONS, ARE
SUBJECT TO CHANGE. THESE UNCERTAINTIES AND CONTINGENCIES CAN AFFECT ACTUAL
RESULTS AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED
IN ANY FORWARD LOOKING STATEMENTS MADE BY, OR ON OUR BEHALF. WE DISCLAIM ANY
OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS. (COMMENT NO. 65)
PLAN OF OPERATIONS
We had no operations prior to January 2009 and we did not have any revenues
during the fiscal year ended December 31, 2010. We did not recognize any income
in the year ended December 31, 2009. We have minimal capital, minimal cash, and
only our intangible assets consist of our patents and patent applications,
business plan, relationships and contacts. We are illiquid and need cash
infusions from investors or shareholders to provide capital, or loans from any
sources.
MILESTONES
--------------------------- --------------------------------------------------
2nd Quarter 2011 - Filing of Registration Statement.
- Continuation of Final USDA Field Test
Preliminary (Mock Study) focusing on
forming a model that will be used for
the Final Efficacy Study required by the
USDA.
--------------------------- --------------------------------------------------
3rd Quarter 2011 - End Final USDA Model Trials for Large
Scale Efficacy Testing.
- Initiate Vaccine Manufacturing Setup for
Final Efficacy Testing.
--------------------------- --------------------------------------------------
4th Quarter 2011 - Manufacturing Vaccine batch for Final
Efficacy Testing.
- Proceeding to the Final Efficacy Testing
filed with USDA according to Model test
for USDA approval.
- Initiate Marketing Development.
--------------------------- --------------------------------------------------
1st Quarter 2012 - Continuing with the Final Efficacy
Testing filed with USDA according to
Model test for USDA approval.
- Continuing Marketing Development.
--------------------------- --------------------------------------------------
-41-
Our Budget for operations in next year is as follows:
THE VACCINE- FINAL TESTING FOR USDA APPROVAL
Final Testing for USDA approval $415,000
Manufacturing Cost of the Vaccine $750,000
Compensation for in-house doctors/scientist $150,000
ADMINISTRATION
Marketing/Fundraising $350,000
Management $150,000
Legal and accounting $35,000
Office Overhead/Salaries $45,000
------------
TOTAL $1,895,000
We will need substantial additional capital to support our proposed future
operations. We have no revenues. We have no committed source for any funds as of
date hereof. No representation is made that any funds will be available when
needed. In the event funds cannot be raised when needed, we may not be able to
carry out our business plan, may never achieve sales, and could fail in business
as a result of these uncertainties.
RESULTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2011 COMPARED TO THE SIX MONTHS ENDED JUNE 30,
2010
During the six months ended June 30, 2011 and 2010, the Company did not
recognize any revenues from its operational activities. Management does not
anticipate recognizing any revenues from the sale of the Salmogenic vaccine,
until the final approval of the USDA has been granted and at the time the
Company will be able to begin sales and marketing efforts.
During the six months ended June 30, 2011, the Company incurred operational
expenses totaling $154,139 compared to $200 during the six months ended June 30,
2010. The increase of $153,939 was primarily a result of the increase of
$137,800 in the testing expenses connected the Phase 4 trials being performed as
part of the USDA approval and the $14,019 increase in professional fees as a
result of our efforts in filing this registration statement.
During the six months ended June 30, 2011, the Company incurred a net loss of
($154,139) compared to a net loss of ($200) for the six months ended June 30,
2010. The increase of $153,939 was a result of the increase of $153,939 in
operational expenses.
FOR THE YEAR ENDED DECEMBER 31, 2010 COMPARED TO THE YEAR ENDED DECEMBER 31,
2009
During the years ended December 31, 2010 and 2009, the Company did not recognize
any revenues from its operational activities. Management of the Company does not
anticipate recognizing any revenues from the sale of the Salmogenic vaccine,
until the final approval of the USDA has been granted and at that time the
Company will be able to begin sale efforts for the salmogenic vaccine.
During the year ended December 31, 2009, the Company did not have operations and
therefore did not incur any operational expenses.
During the year ended December 31, 2010, the Company incurred operational
expenses of $5,728. The Company incurred $5,000 in professional fees, $500 in
stock transfer fees and $200 in consulting fees. Management of the Company
expects that as it continues with the completion of testing and gaining USDA
approval it will continue to incur increasing operational expenses for the near
future.
-42-
During the year ended December 31, 2010, the Company recognized a net loss of
($5,728). Due solely to operational expenses as discussed above.
LIQUIDITY
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S REPORT ON THE COMPANY'S
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010, AND FOR EACH OF THE YEARS IN THE
TWO-YEAR PERIOD THEN ENDED, INCLUDES A "GOING CONCERN" EXPLANATORY PARAGRAPH,
THAT DESCRIBES SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A
GOING CONCERN.
At June 30, 2010, the Company had total current assets of $127,029, consisting
solely of cash and total current liabilities of $500, consisting solely of $500
due to shareholders. At June 30, 2011, the Company had working capital of
$126,529.
During the six months ended June 30, 2011, the Company used $158,971 in funds in
it operational activities. During the six months ended June 30, 2011, the
Company recognized a net loss of ($154,139) which was adjusted for $168 in
amortization expense.
During the six months ended the June 30, 2011, the Company received funds of
$286,000 from its financing activities.
During the six months ended June 30, 2011, the Company sold 11,247,618 shares of
common stock as part of a private placement at approximately $0.025 per share
and received funds of $286,000.
At December 31, 2010, the Commpany had no current assets and total current
liabilities of $5,500 consisting solely of $5,500 due to shareholders. At
December 31, 2010, the Company had a working capital deficit of $5,500.
Due to its lack of funds, the Company did not have any cash flows during the
years ended December 31, 2010 and 2009.
SHORT TERM
On a short-term basis, the Company has not generated any revenue or revenues
sufficient to cover operations. For short term needs the Company will be
dependent on receipt, if any, of offering proceeds.
CAPITAL RESOURCES
The Company has only common stock as its capital resource.
The Company has no material commitments for capital expenditures within the next
year, however if operations are commenced, substantial capital will be needed to
pay for participation, investigation, exploration, acquisition and working
capital.
NEED FOR ADDITIONAL FINANCING
The Company does not have capital sufficient to meet its cash needs. The Company
will have to seek loans or equity placements to cover such cash needs. Once
manufacturing and sales efforts commence, its needs for additional financing is
likely to increase substantially.
No commitments to provide additional funds have been made by the Company's
management or other stockholders. Accordingly, there can be no assurance that
any additional funds will be available to the Company to allow it to cover the
Company's expenses as they may be incurred.
The Company will need substantial additional capital to support its proposed
operations. The Company has NO revenues. The Company has NO committed source for
any funds as of the date hereof. No representation is made that any funds will
-43-
be available when needed. In the event funds cannot be raised when needed, the
Company may not be able to carry out its business plan, may never achieve sales,
and could fail in business as a result of these uncertainties.
LIMITED FINANCING
There is no assurance that the Company will achieve additional monies or
financing will be available in the future or, if available, will be at favorable
terms. In the event that the Company is unable to raise funds through the sale
of its shares, the Company will have substantially less funds available to
engage in sales of its salmogenic vaccine business.
The Company may borrow money to finance its future operations, although it does
not currently contemplate doing so. Any such borrowing will increase the risk of
loss to the investor in the event it is unsuccessful in repaying such loans.
CRITICAL ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all investments with a maturity date of three months or
less when purchased to be cash equivalents. There were no cash equivalents at
March 31, 2011 or December 31, 2010 and 2009.
REVENUE RECOGNITION
The Company recognizes revenueon arrangements in accordance with Securites and
Exchange Commission Staff Accounting Bulletin No. 13, "Revenue Recognition" and
Financial Accounting Standards Board's ("FASB") Accounting Standards
Codification ("ASC") 605-15-25, "Revenue Recognition". In all cases, revenue is
recognized only when the price is fixed or determinable, persuasive evidence of
an arrangement exists, the service is performed and collectability is reasonably
assured. For the periods ended June 30, 2011 and December 31, 2010, and the
period from inception to June 30, 2011, the Company did not report any
revenues.
INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Additionally, the recognition of future tax benefits, such as net
operating loss carryforwards, is required to the extent that realization of such
benefits is more likely than not. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which the assets and liabilities are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income tax expense in the period that includes the
enactment date.
In the event the future tax consequences of differences between the financial
reporting bases and the tax bases of the Company's assets and liabilities result
in deferred tax assets, an evaluation of the probability of being able to
realize the future benefits indicated by such asset is required. A valuation
allowance is provided for the portion of the deferred tax asset when it is more
likely than not that some or all of the deferred tax asset will not be realized.
In assessing the realizability of the deferred tax assets, management considers
the scheduled reversals of deferred tax liabilities, projected future taxable
income, and tax planning strategies.
The Company files income tax returns in the United States and Florida, which are
subject to examination by the tax authorities in these jurisdictions. Generally,
the statute of limitations related to the Company's federal and state income tax
return is three years. The state impact of any federal changes for prior years
remains subject to examination for a period up to five years after formal
notification to the states.
-44-
Management has evaluated tax positions in accordance with Financial Accounting
Standards Board Accounting Standards Codification ("FASB ASC") 740 and has not
identified any significant tax positions, other than those disclosed.
SUBSEQUENT EVENTS
In accordance with FASB ASC 855, SUBSEQUENT EVENTS, the Company evaluated
subsequent events through the date of this audit report, the date the financial
statements were available for issue.
INTANGIBLE ASSETS
The Company accounts for intangible assets in accordance FASB ASC 350
INTANGIBLES--GOODWILL AND OTHER. Intangible assets consist of the Licensing
Agreement and is carried at an allocated cost, less accumulated amortization.
The Licensing Agreement is amortized over an estimated useful life of 20 years.
I. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES
--------------------------------------------------------------------------------
Not applicable.
J. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------
Not applicable.
K. DIRECTORS AND EXECUTIVE OFFICERS
-----------------------------------
NAME AGE POSITION TERM
--------------------------- ----- --------------------------------- --------
Dr. Mehran P. Ghazvini, DC 48 President, CEO, CFO, Annual
Secretary/Treasurer and Chairman
Dr. Rene M. Reed, DC 65 Vice President and Director Annual
DR. MEHRAN P. GHAZVINI, DC, PRESIDENT, CEO, CFO, SECRETARY/TREASURER AND
CHAIRMAN OF THE BOARD:
Dr. Ghazvini has been President, CEO, CFO, Secretary/Treasurer and Chairman of
the Board of Global Green, Inc. since December 2010. He has been a doctor of
Chiropractic in his own practice, Premier Health Clinic & Rehab of Tallahassee,
since 1997. Dr. Ghazvini's education background includes:
o Bachelor of Science, University of New York 1994
o Doctor of Chiropractic - Life University 1995
o Doctor of Naturopathic Medicine - Florida College of Integrated
Medicine 2003
He serves as CEO for Nutritional Health Institute Laboratories, since 2006.
He is qualified to hold the positions of President, Chief Executive Officer,
Chief Financial Officer, Secretary/Treasurer and Chairman of the Board of the
Company based on his involvement in the business since 1982. In the last 29
years he served as officer in business in a range of industries, such as real
estate and construction, but has also owned his own chiropractice clinic. Dr.
Ghazvini has served as the Chief Exeuctive Officer of the Company's majority
shareholder Nutritional Health Institute Laboratories, as the majority
shareholder NHIL has appointed Dr. Ghazvini as an officer and director for his
experience in running and managing well-established and start-up businesses
combined with his knowledge and experience with the development and USDA
approval of the Sotomayor vaccine gained from his years with NHIL. (COMMENT NO.
67)
-45-
DR. RENE M. REED, DC, VICE PRESIDENT AND DIRECTOR:
Dr. Reed has been Vice President and Director of the Company since December
2010. Dr. Reed has been in private practice since 1979 as Dr. Rene' M. Reed, DC,
DABCO, NMD. Dr. Reed attended the University of Central Florida (formerly
Florida Technological University), where he earned his BS in Business
Administration - 1972. Dr. Reed's professional qualifications and postgraduate
studies include:
o National College of Chiropractic, Lombard, IL, 5 yr program, Doctor of
Chiropractic, graduated April 1979
o Internship in Orthopedic Surgery, Cook County Hospital, Chicago, IL,
1979
o Orthopedic Program, Los Angeles College of Chiropractic, 4-year
program, 1981-1985
o Awarded Fellowship as Board Eligible Chiropractic Orthopedist
o Passed Diplomate Chiropractic Orthopedic Boards - Part I, 1988
o Passed Diplomate Chiropractic Orthopedic Boards - Part II, 1989;
earned Postgraduate Degree Status of D.A.B.C.O., Diplomate American
Board of Chiropractic Orthopedists course.
o Florida College of Integrative Medicine, Orlando, FL, Doctor of
Naturopathic Medicine (NMD) Nov 2003 (5336 didactic hours; 730
clinical hours in Integrative Family Medicine)
Dr. Reed has been Vice President of NHIL (Nutritional Health Institute
Laboratories) since 2006.
Dr. Reed has served as the Vice President of Company's majority shareholder
Nutritional Health Institute Laboratories, as the majority shareholder NHIL has
appointed Dr. Reed as an officer and director for his experience in running and
managing well-established and start-up businesses combined with his knowledge
and experience with the development and USDA approval of the Sotomayor vaccine
gained from his years with NHIL. (COMMENT NO. 67)
Our officers are spending up to 30 hours per week on our business at this time.
At such time as the Company is financially capable of paying salaries, it is
anticipated that management will assume full time roles in the Company's
operations and be paid accordingly.
CONFLICTS OF INTEREST - GENERAL.
Our directors and officers are, or may become, in their individual capacities,
officers, directors, controlling shareholder and/or partners of other entities
engaged in a variety of businesses. Thus, there exist potential conflicts of
interest including, among other things, time, efforts and corporation
opportunity, involved in participation with such other business entities. While
each officer and director of our business is engaged in business activities
outside of our business, the amount of time they devote to our business will be
up to approximately 30 hours per week.
CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES
Presently no requirement contained in our Articles of Incorporation, Bylaws, or
minutes which requires officers and directors of our business to disclose to us
business opportunities which come to their attention. We have no intention of
merging with or acquiring an affiliate, associate person or business opportunity
from any affiliate or any client of any such person. (COMMENT NO. 68)
-46-
PROJECTED STAFF
STAFFING
--------
Currently, we have no employees aside from the President who is part time. This
lean staffing is possible in this phase because of our determination to
outsource all operating functions. Our staff positions will be filled as budget
allows and business demands require, and the positions may be altered in
response to business needs.
L. EXECUTIVE AND DIRECTORS COMPENSATION
---------------------------------------
COMPENSATION
The following table sets forth certain information concerning compensation of
the President and our most highly compensated executive officers for the years
ended December 31, 2010 and 2009 ("Named Executive Officers"):
SUMMARY EXECUTIVES COMPENSATION TABLE
NON-EQUITY NON-QUALIFIED
INCENTIVE DEFERRED
STOCK OPTION PLAN COMPENSATION ALL OTHER
SALARY BONUS AWARDS AWARDS COMPENSATION EARNINGS COMPENSATION TOTAL
NAME & POSITION YEAR ($) ($) ($) ($) ($) ($) ($) ($)
------------------- -------- ---------- ------- -------- -------- --------------- -------------- -------------- ------------
Dr. Mehran P. 2010 0 0 0 0 0 0 0 0
Ghazvini, DC,
President, CEO, 2009 0 0 0 0 0 0 0 0
CFO, Secretary/
Treasurer
Dr. Rene M. Reed, 2010 0 0 0 0 0 0 0 0
DC, Vice-
President 2009 0 0 0 0 0 0 0 0
Drs. Ghazvini and Reed do not have employement agreements with the Company nor
do they receive compensation for their services from the Company or from the
Company's majority shareholder NHIL.
(REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)
-47-
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The following table sets forth certain information concerning outstanding equity
awards held by the President and our most highly compensated executive officers
for the year ended December 31, 2010 (the "Named Executive Officers"):
OPTION AWARDS STOCK AWARDS
-------------------------------------------------------- --------------------------------------
Equity
incentive
Equity plan
incentive Equity awards:
plan incentive Market
awards: plan or
Number Number of Number of Number Market awards: payout
of securities securities of value Number value
securities underlying underlying shares of of of
underlying unexercised unexercised Option Option or shares unearned unearned
unexercised options unearned exercise expiration units of shares, shares,
Name options (#) options price date of units units units
(#) unexercis (#) ($) stock of or or
exercise- able that stock other others
able have that rights rights
not have that that
vested not have have
(#) vested not not
($) vested vested
(#) ($)
----------------------- ---------- ------------ ----------- --------- ---------- -------- -------- --------- ---------
Dr. Mehran P. 0 0 0 0 0 0 0 0 0
Ghazvini, DC,
President, CEO, CFO,
Secretary/Treasurer
Dr. Rene M. Reed, DC, 0 0 0 0 0 0 0 0 0
Vice President
DIRECTOR COMPENSATION
The following table sets forth certain information concerning compensation paid
to our directors for services as directors, but not including compensation for
services as officers reported in the "Summary Executives Compensation Table"
during the year ended December 31, 2010:
Non-qualified
Non-equity deferred
Fees earned incentive compensation All other
or paid in Stock Option plan earnings compensation Total
Name cash awards ($) awards ($) compensation ($) ($) ($)
($) ($)
---------------- ------------- ------------- ------------- --------------- -------------- --------------- ------------
Dr. Mehran P. -0- -0- -0- -0- -0- -0- -0-
Ghazvini, DC
Dr. Rene M. -0- -0- -0- -0- -0- -0- -0-
Reed, DC
Thomas -0- 100 (2) -0- -0- -0- -0- 100
McCrimmon, IV
(1)
Saburo Oto (1) -0- 100 (2) -0- -0- -0- -0- 100
----------------
(1) Mr. McCrimmon and Mr. Oto resigned from the Board of Directors on
November 30, 2010.
(2) In May 2010, the Board of Directors authorized the issuance of
10,000,000 shares of common stock to Saburo Oto (former director) and
10,000,000 shares of common stock to Thomas McCrimmon, IV (former
director) at a value of $100 each for services rendered to the
corporation.
-48-
All of our officers and/or directors will continue to be active in other
companies. All officers and directors have retained the right to conduct their
own independent business interests.
It is possible that situations may arise in the future where the personal
interests of the officers and directors may conflict with our interests. Such
conflicts could include determining what portion of their working time will be
spent on our business and what portion on other business interest. To the best
ability and in the best judgment of our officers and directors, any conflicts of
interest between us and the personal interests of our officers and directors
will be resolved in a fair manner which will protect our interests. Any
transactions between us and entities affiliated with our officers and directors
will be on terms which are fair and equitable to us. Our Board of Directors
intends to continually review all corporate opportunities to further attempt to
safeguard against conflicts of interest between their business interests and our
interests.
We have no intention of merging with or acquiring an affiliate, associated
person or business opportunity from any affiliate or any client of any such
person.
Directors receive no compensation for serving.
M. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AS OF JULY 31,
2011
--------------------------------------------------------------------------------
(a) Beneficial owners of five percent (5%) or greater, of our common stock.
There are currently 3,000,000,000 common shares authorized of which 745,761,432
are outstanding at July 31, 2011.
The following sets forth information with respect to ownership by holders of
more than five percent (5%) of our common stock:
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE PRE-OFFERING PERCENT POST-OFFERING
BENEFICIAL OWNER OF BENEFICIAL OWNER OF CLASS PERCENT OF CLASS
(POST-RESALE)
--------------------- ----------------------------- -------------------- ---------------------- ----------------------
Common shares Nutritional Health 664,717,057 89.13% 89.13%
Institute Laboratories (1,
2)
2820 Remington Green Circle
Tallahassee, FL 32308
(COMMENT NO. 69)
-------------------- ---------------------- ----------------------
TOTAL 664,717,057 89.13% 89.13%
---------------------
(1) Dr. Mehran P. Ghazvini, DC and Dr. Rene M. Reed, DC are either
officers, directors and/or beneficial shareholders of Nutritional
Health Institute Laboratories. Drs. Ghazvini and Reed's ownership in
NHIL is indirect through family trusts which hold ownership in NHIL.
Drs. Ghazvini and Reed disavow any ownership to the equity in NHIL
held by the family trusts.
(2) NHIL is registering 66,471,705 shares (8.91% of the issued and
outstanding) of the 664,717,057 shares it holds as part of this
Registration Statement. At the time of this filing, NHIL has no
arrangements to sell these shares.
-49-
(b) The following sets forth information with respect to our common
stock beneficially owned by each Officer and Director, and by all Directors and
Officers as a group as of July 31, 2011.
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF CLASS
BENEFICIAL OWNER (1) BENEFICIAL OWNER
------------------------------- ---------------------------- ---------------------------- ----------------------------
Common shares Dr. Mehran P. Ghazvini, 664,717,057 (2) 89.13%
President, DC,
CEO, CFO,
Secretary/Treasurer and
Director (2)
Common shares Dr. Rene M. Reed, DC, Vice 664,717,057 (2) 89.13%
President and Director (2)
---------------------------- ----------------------------
All Directors and Executive 664,717,057 (2) 89.13%
Officers as a Group (2
persons)
-------------------------------
(1) Address is c/o Global Green, Inc., 2820 Remington Green Circle,
Tallahassee, Florida 32308.
(2) Dr. Mehran P. Ghazvini, DC and Dr. Rene M. Reed, DC are either
officers, directors and/or beneficial shareholders of Nutritional
Health Institute Laboratories and they disavow any beneficial
ownership in theequity in NHIL held by family trusts . Nutritional
Health Institute Laboratories holds 664,717,057 shares of common stock
directly.
NHIL is registering 66,471,705 shares (8.91% of the issued and
outstanding) of the 664,717,057 shares it holds as part of this Registration
Statement. At the time of this filing, NHIL has no arrangements to sell these
shares.
N. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, PROMOTERS AND CONTROL PERSONS
------------------------------------------------------------------------------
Other than the stock transactions discussed above, we have not entered into any
transaction nor are there any proposed transactions in which any of our
founders, directors, executive officers, shareholders or any members of the
immediate family of any of the foregoing have or is to have a direct or indirect
material interest.
There are no promoters being used in relation to this offering. No person who
may, in the future, be considered a promoter of this offering, will receive or
expect to receive assets, services or other considerations from us. No assets
will be, nor expected to be, acquired from any promoter on behalf of us. We have
not entered into any agreements that require disclosure to the shareholders.
NHIL, our majority shareholder, owns the exclusive rights to the Salmogenics
Vaccine and a Salmonella Antigen. The Company has received the exclusive rights
to finish the final phase of study, manufacture, distribute, market and sell the
vaccines by NHIL through a Licensing Agreement with Global Green International,
the wholly-owned subsidiary of the Company. Under the Licensing Agreement with
NHIL, the Company is responsible for all financial obligations to obtain United
States Department of Agriculture ("USDA") approval.
During the year ended December 31, 2010, NHIL, the majority shareholder of the
Company paid expenses totaling $5,500 for attorney and stock transfer fees on
behalf of the Company. At March 31, 2011 and December 31, 2010 and 2009, the
amounts due to related parties were $500, $5,500 and $0, respectively.
-50-
Dr. Mehran P. Ghazvini, DC and Dr. Rene M. Reed, DC, officers and directors of
the Company, through direct and indirect ownership, are majority shareholders of
NHIL), the majority shareholder of our Company. As such, they will be able to
control the operations and the direction of the Company with very little outside
influence.
Drs. Ghazvini and Reed do not hold direct shares of common stock of the Company.
However, they are officers, directors and beneficial shareholders of Nutritional
Health Institute Laboratories and have the ability to vote the shares of NHIL,
our majority shareholder.
o Dr. Mehran P. Ghazvini, DC owns approximately 50% of NHIL, indirectly
through family trusts and has the power to vote those interests on
behalf of the trusts; and
o Dr. Rene M. Reed, DC owns approximately 16.66% of NHIL, indirectly
through family trusts and has the power to vote those interests on
behalf of the trusts.
ITEM 11A. MATERIAL CHANGES
---------------------------
Not applicable.
ITEM 12. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
-----------------------------------------------------------
Not applicable. (COMMENT NO. 70)
ITEM 12A. DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES
--------------------------------------------------------------------------------
The Florida Business Corporation Act requires us to indemnify officers and
directors for any expenses incurred by any officer or director in connection
with any actions or proceedings, whether civil, criminal, administrative, or
investigative, brought against such officer or director because of his or her
status as an officer or director, to the extent that the director or officer has
been successful on the merits or otherwise in defense of the action or
proceeding. The Florida Business Corporation Act permits a corporation to
indemnify an officer or director, even in the absence of an agreement to do so,
for expenses incurred in connection with any action or proceeding if such
officer or director acted in good faith and in a manner in which he or she
reasonably believed to be in or not opposed to the best interests of us and such
indemnification is authorized by the stockholders, by a quorum of disinterested
directors, by independent legal counsel in a written opinion authorized by a
majority vote of a quorum of directors consisting of disinterested directors, or
by independent legal counsel in a written opinion if a quorum of disinterested
directors cannot be obtained.
The Florida Business Corporation Act prohibits indemnification of a director or
officer if a final adjudication establishes that the officer's or director's
acts or omissions involved intentional misconduct, fraud, or a knowing violation
of the law and were material to the cause of action. Despite the foregoing
limitations on indemnification, the Florida Business Corporation Act may permit
an officer or director to apply to the court for approval of indemnification
even if the officer or director is adjudged to have committed intentional
misconduct, fraud, or a knowing violation of the law.
The Florida Business Corporation Act also provides that indemnification of
directors is not permitted for the unlawful payment of distributions, except for
those directors registering their dissent to the payment of the distribution.
According to our bylaws, we are authorized to indemnify our directors to the
fullest extent authorized under Florida Law subject to certain specified
limitations.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and persons controlling
us pursuant to the foregoing provisions or otherwise, we are advised that, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
-51-
[OUTSIDE BACK COVER PAGE OF PROSPECTUS]
DEALER PROSPECTUS DELIVERY REQUIREMENTS
Until one hundred twenty (120) days from the effective date of this registration
statement, all dealers that effect transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealers' obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
-----------------------------------------------
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
----------------------------------------------------
We have expended, or will expend fees in relation to this registration statement
as detailed below:
EXPENDITURE ITEM AMOUNT
------------------------------------------------------------ --------
Attorney Fees $13,000
Audit Fees $7,500
Transfer Agent Fees $2,000
SEC Registration and Blue Sky Registration fees (estimated) $1,000
Printing Costs and Miscellaneous Expenses (estimated) $1,500
--------
TOTAL $25,000
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
---------------------------------------------------
Global Green, Inc. officers and directors are indemnified as provided by the
Florida Revised Statutes and the bylaws.
Under the Florida Revised Statutes, director immunity from liability to a
company or its shareholders for monetary liabilities applies automatically
unless it is specifically limited by a company's Articles of Incorporation. Our
Articles of Incorporation do not specifically limit the directors' immunity.
Excepted from that immunity are: (a) a willful failure to deal fairly with us or
our shareholders in connection with a matter in which the director has a
material conflict of interest; (b) a violation of criminal law, unless the
director had reasonable cause to believe that his or her conduct was lawful or
no reasonable cause to believe that his or her conduct was unlawful; (c) a
transaction from which the director derived an improper personal profit; and (d)
willful misconduct.
Our bylaws provide that it will indemnify the directors to the fullest extent
not prohibited by Florida law; provided, however, that we may modify the extent
of such indemnification by individual contracts with the directors and officers;
and, provided, further, that we shall not be required to indemnify any director
or officer in connection with any proceeding, or part thereof, initiated by such
person unless such indemnification: (a) is expressly required to be made by law,
(b) the proceeding was authorized by the board of directors, (c) is provided by
us, in sole discretion, pursuant to the powers vested under Florida law or (d)
is required to be made pursuant to the bylaws.
Our bylaws provide that it will advance to any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or officer of us, or is or was
serving at the request of us as a director or executive officer of another
company, partnership, joint venture, trust or other enterprise, prior to the
final disposition of the proceeding, promptly following request therefore, all
expenses incurred by any director or officer in connection with such proceeding
upon receipt of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not entitled
to be indemnified under the bylaws or otherwise.
-52-
Our bylaws provide that no advance shall be made by us to an officer except by
reason of the fact that such officer is or was our director in which event this
paragraph shall not apply, in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, if a determination is reasonably and
promptly made: (a) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding, or (b) if such
quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, that
the facts known to the decision-making party at the time such determination is
made demonstrate clearly and convincingly that such person acted in bad faith or
in a manner that such person did not believe to be in or not opposed to the best
interests of us.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
------------------------------------------------
We have sold securities within the past three years without registering the
securities under the Securities Act of 1933 as shown in the following table:
NAME COMMON SHARES CONSIDERATION DATE OF PURCHASE
============================================== ===================== ============================ ====================
Thomas McCrimmon (COMMENT NO. 67) 10,000,000 Services rendered 5/3/10
Saburo Oto (COMMENT NO. 67) 10,000,000 Services rendered 5/3/10
Nutritional Health Institute Laboratories, LLC 664,717,057 Share Exchange Agreement 11/30/10
Steve Winn & Judy Winn 3,571,348 $0.03 3/10/11
Steve Winn & Susan Beth Winn 3,571,348 $0.03 3/10/11
Raymond G. Behm, Jr. 833,333 $0.03 3/11/11
Sarah D'Angelo 1,333,333 $0.03 3/15/11
Michael A. Piacenza 833,333 $0.03 3/15/11
Roje Investments, LLC 1,700,000 $0.03 3/15/11
Dennis Scott 3,124,286 $0.14 3/15/11
George Springer, Jr. 333,333 $0.03 3/15/11
George A. Stermer, Jr. & Jennifer Foley-Stermer 2,000,000 $0.03 3/15/11
John Welch 1,000,000 $0.03 3/15/11
-53-
EXEMPTIONS FROM REGISTRATION FOR UNREGISTERED SALES
All of the above sales by the Company of its unregistered securities were made
by the Company in reliance upon Section 4(2) of the Securities Act of 1933, as
amended (the "1933 Act"). All of the individuals and/or entities that purchased
the unregistered securities were known to the Company and its management,
through pre-existing business relationships, as long standing business
associates and employees. All purchasers were provided access to all material
information, which they requested, and all information necessary to verify such
information and were afforded access to management of the Company in connection
with their purchases. All purchasers of the unregistered securities acquired
such securities for investment and not with a view toward distribution,
acknowledging such intent to the Company. All certificates or agreements
representing such securities that were issued contained restrictive legends,
prohibiting further transfer of the certificates or agreements representing such
securities, without such securities either being first registered or otherwise
exempt from registration in any further resale or disposition.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
----------------------------------------------------
-------- --------------------------------------------------- ----------------
EXHIBIT DESCRIPTION
NUMBER
-------- --------------------------------------------------- ----------------
3.1 Articles of Incorporation *
3.2 Amended Articles of Incorporation - Name Change *
3.3 Amended Articles of Incorporation - Share Increase *
3.4 Bylaws *
5.1 Opinion re: Legality Filed Herewith
10.1 Share Exchange Agreement *
10.2 License Agreement *
10.3 Cost and Evaluation Agreement Filed Herewith
23.1 Consent of Attorney Filed Herewith
23.2 Consent of Accountant Filed Herewith
99.1 AHPharma, Inc. Executive Summary and Addendum *
-------- --------------------------------------------------- ----------------
*Filed as Exhibits with the Company's S-1 Registration Statement filed with the
Securities and Exchange Commission (www.sec.gov), dated June 9, 2011.
ITEM 17. UNDERTAKINGS
---------------------
Global Green, Inc. hereby undertakes the following:
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.
That, for the purpose of determining any liability under the Securities Act,
each post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
-54-
To remove from registration by means of a post-effective amendment any of the
securities being registered hereby which remain unsold at the termination of the
Offering.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to the directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.
Insofar that, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser in the initial distribution of the securities: we
undertake that in a primary offering of securities of the Company pursuant to
this registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, we will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:
i. Any preliminary prospectus or prospectus of the Company relating to
the offering required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or on
behalf of the Company or used or referred to by us;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about us or our securities
provided by or on behalf of the Company; and
iv. Any other communication that is an offer in the offering made by us to
the purchaser.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of the directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of the directors, officers, or controlling
persons in connection with the securities being registered, we will unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
For determining liability under the Securities Act, to treat the information
omitted from the form of prospectus filed as part of this Registration Statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant under Rule 424(b) (1) or (4) or 497(h) under the Securities Act as
part of this Registration Statement as of the time the Commission declared it
effective.
-55-
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-1 and authorized this Registration
Statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the City of Tallahassee, State of Florida, on August 24, 2011.
GLOBAL GREEN, INC.
/s/ Dr. Mehran P. Ghazvini, DC August 24, 2011
-----------------------------------------------------
Dr. Mehran P. Ghazvini, DC
(Chief Executive Officer/Principal Executive Officer,
Chief Financial Officer/Principal Accounting Officer)
(COMMENT NO. 71)
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
/s/ Dr. Mehran P. Ghazvini, DC August 24, 2011
---------------------------------------------
Dr. Mehran P. Ghazvini, DC, Director
/s/ Dr. Rene M. Reed, DC August 24, 2011
---------------------------------------------
Dr. Rene M. Reed, DC, Director
-56-
EXHIBIT 5.1
EXHIBIT 23.1
Michael A. Littman
Attorney at Law
7609 Ralston Road
Arvada, CO 80002
303-422-8127 * 303-431-1567 fax
August 24, 2011
Global Green, Inc.
2820 Remington Green Circle
Tallahassee, Florida 32308
Re: Amended Registration Statement on Form S-1 for common shares of Global
Green, Inc.
Gentlemen:
At your request, I have examined the amended Registration Statement No.
333-174853 which is being filed with the Securities and Exchange Commission
("SEC"), on Form S-1 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of 147,516,080 shares
of common stock of selling shareholders.
In rendering the following opinion, I have examined and relied only upon the
documents and certificates of officers and directors of the Company as are
specifically described below. In my examination, I have assumed the genuineness
of all signatures, the authenticity, accuracy and completeness of the documents
submitted to me as originals, and the conformity with the original documents of
all documents submitted to me as copies. My examination was limited to the
following documents and not others:
a. Certificate of Incorporation of the Company, as amended to date;
b. Bylaws of the Company, as amended to date; and
c. Certified Resolutions adopted by the Board of Directors of the Company
authorizing the issuance of the stock.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy of
accuracy of such documents and records.
Based on the foregoing, it is my opinion that the stock being registered under
the Registration Statement, as issued, is and will be duly and validly
authorized, fully paid and non-assessable under Florida Laws.
I express no opinion as to compliance with the Securities Acts or "blue sky"
laws of any state in which the stock is proposed to be offered and sold or as to
the effect, if any, which non-compliance with such laws might have on the
validity of transfer of the stock.
I consent to the filing of this opinion as an exhibit to any filing made with
the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the stock described in the Registration Statement in connection with the
offering described therein.
This opinion covers only matters of Florida law and nothing in this opinion
shall be deemed to imply any opinion related to the laws of any other
jurisdiction. Nothing herein shall be deemed to relate to or constitute an
opinion concerning any matters not specifically set forth above.
The information set forth herein is as of the date of this letter. I disclaim
any undertaking to advise you of changes which may be brought to my attention
after the effective date of the Registration Statement.
Sincerely,
/s/Michael A. Littman
----------------------
Michael A. Littman
EXHIBIT 10.3
COST AND EVALUATION AGREEMENT
AHPharma, Inc. James L. McNaughton, Ph.D.
Food Safety & Animal Health Firm Chief Scientific Officer
Email: McNaughton@AHPharma.com
POULTRY SALMONELLA VACCINE PROJECT
COST AND EVALUATION AGREEMENT
GLOBAL GREEN, Inc. and AHPharma, Inc.
JULY 30, 2011
As mentioned in the initial Executive Summary, GLOBAL GREEN, Inc.
Vaccine USDA/FSIS regulatory approval is required. Generally, vaccine approvals
are relatively easier, less cumbersome and require much less scrutiny, and
therefore, less cost than with either FDA or EPA regulatory approval
requirements.
The entire project anticipated time frame includes:
- Final product evaluation of GLOBAL GREEN, Inc. GMP (Good Manufacturing
Practice, 21 CFR Part 110) material obtained from GLOBAL GREEN
(4-months required).
- Final vaccine product manufacturing (~8-12 months required).
- Approval time frame, including regulatory approval and commercial
field-testing (3 locations), we anticipate a 12-18 month time frame is
required.
- Consequently, the total timeframe is anticipated to be 12-18 months,
barring any unforeseen circumstances that may be out of our control
from either USDA/FSIS or the vaccine manufacturer.
Time frame variables include: time required for GLOBAL GREEN, Inc. to
produce GMP material, chosen manufacturing workload/production space
availability, and regulatory agency responses. Typically, with a vaccine,
AHPharma's experience has been that vaccine regulatory agencies are extremely
responsive and infrequently delays the process. AHPharma testing periods will
NOT be delayed and posed no treat to timing schedules. Anticipated time does not
include GLOBAL GREEN's time required to produce the final GMP material.
Project cost includes:
- Final product evaluation of GMP material
anticipated cost. A "Mock Study" will be tested
against Salmonella field strains throughout the
USA (at least three different locations and States
in three different regions). $ 60,000
- Final Marek's interference study on the final
product 20,000
- Final vaccine product manufacturing anticipated
cost (i.e., working with the manufacturer). 60,000
- Regulatory approval and field testing (3
locations) anticipated cost 160,000
---------
TOTAL $ 300,000
--------------------------------------------------------------------------------
AHPharma, Inc. Office Phone: 443-260-2499 Fax: 443-260-2476
Mailing Address: P.O. Box 3467, Salisbury, Maryland 21802
Shipping Address: 116 W. Chestnut Street, Salisbury, Maryland 21801
AHPharma, Inc. James L. McNaughton, Ph.D.
Food Safety & Animal Health Firm Chief Scientific Officer
Email: McNaughton@AHPharma.com
Cost does not include the GLOBAL GREEN's cost of development of GMP
material, actual manufacturing cost, initial batch-size field test material
and/or production cost. GMP guidelines are necessary to assure regulatory
agencies of the ability to create reproducible products, assure consistent
manufacturing practices, maintain appropriate record-keeping, ensure proper
storage, assure proper sanitation practices, etc. The vaccine manufacturing site
that is chosen must have the ability to work under the guidelines of GMP.
DISCLAIMER: Based on historical experience, AHPharma has attempted to evaluate
and anticipate ALL costs involved in obtaining final regulatory approval. Should
USDA require additional data collection, outside what is anticipated, factors
outside the control of either GLOBAL GREEN or AHPharma arise, additional funds
will be required to finish the final approval process. Until we obtain a final
bid from the product manufacturer, final manufacturing initial cost cannot be
fully finalized and is the cost area that may potential change. Anticipated
regulatory approval cost is a reasonably safe cost. At this time, we do not
anticipate that additional funds will be required.
AHPharma, Inc. GLOBAL GREEN, Inc.
--------------------------- ---------------------------
James L. McNaughton, Ph.D. Mehran Ghazvini, DC, NMD, CEO
President & CEO CEO of Global Green, Inc.
---------------------------- ----------------------------
Date Date
--------------------------------------------------------------------------------
AHPharma, Inc. Office Phone: 443-260-2499 Fax: 443-260-2476
Mailing Address: P.O. Box 3467, Salisbury, Maryland 21802
Shipping Address: 116 W. Chestnut Street, Salisbury, Maryland 21801
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
ACCELL
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use in this Form S-1 registration statement of Global Green,
Inc. our report dated June 6, 2011 on our audit of the financial statements of
Global Green, Inc. as of December 31, 2010 and the results of its operations and
cash flows for the year then ended and our report dated July 25, 2011 on the
review of the financial statements of Global Green, Inc. as of June 30, 2011 and
the results of its operations and cash flows for the three and six months then
ended and for the period from inception (July 12, 2004) to June 30, 2011, and
the reference to us under the caption "Experts".
/S/ Accell Audit & Compliance, P.A.
Tampa, Florida
August 24, 2011
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4868 West Gandy Boulevard * Tampa, Florida 33611 * 866.683.2727
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