As filed with the Securities and Exchange Commission on October 6, 2011
Registration No.333-174853
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
AMENDMENT NO. 5
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GLOBAL GREEN, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 2836 20-1515998
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(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.
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Large accelerated filer [___] Accelerated filer [___]
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Non-accelerated filer [___] Smaller reporting company [_X_]
(Do not check if a
smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock by Selling 147,516,080 $0.25 $36,879,020 $4,281.65 (2)
Shareholders
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(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(o) under the Securities Act.
(2) Filing Fee paid with original Registration Statement filing on August
24, 2011.
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:
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TITLE PER SECURITY
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Common Stock $0.25
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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 October 6, 2011.
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TABLE OF CONTENTS
Page No.
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Item 16. Exhibits and Financial Statement Schedules 3
Signature Page 4
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EXPLANATORY NOTE ON AMENDMENT
This Amendment No. 5 to Registration Statement No. 333-174853, has been filed to
make minor clarifying revisions to Item 16, Exhibit No. 23.1. This Amendment
continues to speak as of the filing date of the Amendment No. 3 to Registration
Statement No. 333-174853, filed on October 4, 2011, and the registrant has not
updated the disclosures contained herein to reflect any events that occurred at
a date subsequent to such date.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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EXHIBIT DESCRIPTION
NUMBER
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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 Amended Opinion re: Legality Filed Herewith
10.1 Share Exchange Agreement *
10.2 License Agreement *
10.3 Cost and Evaluation Agreement **
23.1 Amended Consent of Attorney Filed Herewith
23.2 Consent of Accountant ***
99.1 AHPharma, Inc. Executive Summary and Addendum *
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* 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.
** Filed as an Exhibit with the Company's Amended S-1 Registration Statement
filed with the Securities and Exchange Commission (www.sec.gov), dated
August 24, 2011.
*** Filed as an Exhibit with the Company's Amended S-1 Registration Statement
filed with the Securities and Exchange Commission (www.sec.gov), dated
October 4, 2011.
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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 amended Registration
Statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the City of Tallahassee, State of Florida, on October 6, 2011.
GLOBAL GREEN, INC.
/s/ Dr. Mehran P. Ghazvini, DC October 6, 2011
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Dr. Mehran P. Ghazvini, DC
President, Chief Executive Officer (Principal Executive
Officer), Chief Financial Officer (Principal Accounting
Officer), Secretary/Treasurer, and Chairman of the Board
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 October 6, 2011
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President, Chief Executive Officer (Principal Executive
Officer), Chief Financial Officer (Principal Accounting
Officer), Secretary/Treasurer, and Chairman of the Board
/s/ Dr. Rene M. Reed, DC October 6, 2011
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Dr. Rene M. Reed, DC, Vice President and Director
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