UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------------
FORM 10Q
-----------------
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ___________
Commission file number: 333-174853
GLOBAL GREEN, INC.
------------------
(Exact name of registrant as specified in its charter)
Florida 20-1515998
------- ----------
(State of Incorporation) (IRS Employer ID Number)
2820 Remington Green Circle, Tallahassee, Florida 32308
-------------------------------------------------------
(Address of principal executive offices)
850-597-7906
------------
(Registrant's Telephone number)
(Former Address and phone of principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to the filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 for Regulation S-T (ss.232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X ] No []
Indicate by check mark whether the registrant is a large accelerated file, 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)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of share outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of November __, 2011 there were 745,761,432 shares of the registrant's common
stock issued and outstanding.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) Page
----
Balance Sheets - September 30, 2011 and December 31, 2010 (Audited) 1
Statements of Operations -
Three and Nine months ended September 30, 2011 and 2010 and
From Inception (July 12, 2004) to September 30, 2011 2 - 3
Statements of Changes in Shareholders' Deficit -
From Inception (July 12, 2004) to September 30, 2011 4
Statements of Cash Flows -
Nine months ended September 30, 2011 and 2010 and
From Inception (July 12, 2004) to September 30, 2011 5
Notes to the Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
- Not Applicable
Item 4. Controls and Procedures 14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings -Not Applicable 15
Item 1A. Risk Factors - Not Applicable 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
-Not Applicable
Item 3. Defaults Upon Senior Securities - Not Applicable 15
Item 4. Removed and Reserved 15
Item 5. Other Information - Not Applicable 15
Item 6. Exhibits 15
SIGNATURES 16
PART I
ITEM 1. FINANCIAL STATEMENTS
GLOBAL GREEN, INC.
(A Development Stge Company)
Consolidated Balance Sheet
September 30, 2011
September 30, 2011 December 31, 2010
(Unaudited)
---------------------- ----------------------
ASSETS
Current assets
Cash and cash equivalents $ 124,066 $ -
Intangible asset, net 6,551 6,803
---------------------- ----------------------
Total assets $ 130,617 $ 6,803
---------------------- ----------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accrued expenses $ 5,000 $ -
Due to shareholders 500 5,500
---------------------- ----------------------
Total liabilities 5,500 5,500
---------------------- ----------------------
Shareholders' equity:
Preferred stock; no par value; 100,000,000 - -
shares authorized; no shares outstanding at
September 30, 2011 or December 31, 2010
Common stock; $.00001 par value; 3,000,000,000 7,458 7,345
shares authorized; 745,761,432 and 734,513,814
shares issued and outstanding at September 30, 2011
and December 31, 2010, respectively
Additional paid in capital 285,573 (314)
Deficit accumulated during the development stage (167,914) (5,728)
---------------------- ----------------------
Total shareholders' equity 125,117 1,303
---------------------- ----------------------
Total liabilities and shareholders' equity $ 130,617 $ 6,803
---------------------- ----------------------
See accompanying Notes to Financial Statements
1
GLOBAL GREEN, INC.
(A Development Stage Company)
Consolidated Statement of Operations
For the Three Months Ended September 30, 2011 and 2010
(Unaudited)
Three Months Ended Three Months Ended
September 30, 2011 September 30, 2010
--------------------- ---------------------
REVENUES $ - $ -
--------------------- ---------------------
OPERATING EXPENSES
Testing for U.S. Department of - -
Agriculture's approval
Professional fees 7,453 -
Stock transfer agent fees 315 -
General and administrative 195 -
Consulting fees - -
Amortization 84 -
--------------------- ---------------------
Total operating expenses 8,047 -
--------------------- ---------------------
NET LOSS $ (8,047) $ -
--------------------- ---------------------
Net loss per share applicable to common $ (0.00) $ 0.00
stockholders-- basic and diluted
--------------------- ---------------------
Weighted average number of shares 745,761,432 51,415,967
outstanding - basic and diluted
--------------------- ---------------------
See accompanying NOtes to Financial Statements
2
GLOBAL GREEN, INC.
(A Development Stage Company)
Consolidated Statement of Operations
For the Nine MOnths Ended September 30, 2011 and 2010,
and the Period from Inception (July 12, 2004) to September 30, 2011
(Unaudited)
Nine Months Ended Nine Months Ended Inception to
September 30, 2011 September 30, 2010 September 30, 2011
-------------------- -------------------- -------------------
REVENUES $ - $ - $ -
-------------------- -------------------- -------------------
OPERATING EXPENSES
Testing for U.S. Department of 137,800 - 137,800
Agriculture's approval
Professional fees 21,472 - 26,472
General and administrative 1,692 - 1,692
Stock transfer agent fees 946 - 1,446
Consulting fees - 200 200
Amortization 252 - 280
Bank fees 24 - 24
-------------------- -------------------- -------------------
Total operating expenses 162,186 200 167,914
-------------------- -------------------- -------------------
NET LOSS $ (162,186) $ (200) $ (167,914)
-------------------- -------------------- -------------------
Net loss per share applicable to common $ (0.00) $ (0.00)
stockholders-- basic and diluted
-------------------- --------------------
Weighted average number of shares 742,897,647 29,683,593
outstanding - basic and diluted
-------------------- --------------------
See accompanying Notes to Financial Statements
3
GLOBAL GREEN, INC.
(A Development Stage Company)
Consolidated Statement of Shareholders' Equity
For the Period from Inception (July 12, 2004) to September 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 split28, 274,370 - - - -
Stock based compensation 20,000,000 200 - - 200
Share issuance 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 11,247,618 113 285,887 - 286,000
Net loss - - - (162,186) (162,186)
------------- ----------- ------------- ------------- -------------
BALANCE, September 30, 2011 745,761,432 $ 7,458 $ 285,573 $ (167,914) $ 125,117
------------- ----------- ------------- ------------- -------------
See accompanying Notes to Financial Statements.
4
GLOBAL GREEN, INC.
(A Development Stage Company)
Statement of Cash Flows
For the Nine MOnths Ended September 30, 2011 and 2010,
and the period fro Inception (July 12, 2004) to September 30, 2011
Nine Months Ended Nine Months Ended Inception to
September 30, 2011 September 30, 2010 September 30, 2011
-------------------- ------------------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (162,186) $ (200) $ (167,914)
Adjustments to reconcile net loss to net cash
from operating activities:
Amortization 252 - 280
Stock based compensation - 200 200
Accrued expenses
Change in assets and liabilities:
Accrued expenses 5,000 - 5,000
Due to shareholders (5,000) - 500
-------------------- ------------------- --------------------
Net cash from operating activities (161,934) - (161,934)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from share issuance 286,000 - 286,000
-------------------- ------------------- --------------------
NET CHANGE IN CASH 124,066 - 124,066
CASH, beginning of period - - -
-------------------- ------------------- --------------------
CASH, end of period $ 124,066 $ - $ 124,066
-------------------- ------------------- --------------------
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
5
GLOBAL GREEN, INC.
Notes to the cnsolidated Financial Statements
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.
Under the Share Exchange Agreement executed, on November 29,
2010, between the Company and Nutritional Health Institute, LLC
("NHIL"), the Company acquired 100% of the issued and outstanding
stock of Global Green International, Inc. ("GGII"), a wholly
owned subsidiary of NHIL. At the same time, 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 as per the Share Exchange
Agreement, the Company has become a majority-owned subsidiary of
NHIL. As the effective control over GGII did not change, in
accordance with Financial Accounting Standards Board's ("FASB")
Accounting Standards Codification ("ASC") 805 Business
Combinations, GGII is consolidated at its book value (See Note
4). Prior to November 2010, CGII had no assets or operations, so
there is no impact to the historical financial statements.
GGII, a wholly-owned subsidiary of the Company, has been granted
the exclusive worldwide rights (the "Licensing Agreement") 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 and is the only asset of CGII.
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 of September 30, 2011 the
Company has incurred net losses of $167,914 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.
6
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.
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 September 30, 2011 or December 31,
2010.
Revenue Recognition
The Company recognizes revenue on arrangements in accordance with
Securities and Exchange Commission Staff Accounting Bulletin
Topic 13, Revenue Recognition and FASB 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. The Company did not report any revenues
from inception to September 30, 2011.
Earnings Per Share
The Company has adopted 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 September 30, 2011 or September 30, 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.
7
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.
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 November 10, 2011, the date
the Company's quarterly report on Form 10-Q was ready to issue.
NOTE 4 Intangible Asset
The Company accounts for its intangible asset in accordance FASB
ASC 350 Intangibles--Goodwill and Other. The intangible asset
consists 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. As the effective
control over GGII did not change after acquisition by the
Company, in accordance with FASB ASC 805, Business Combinations,
the License Agreement is consolidated at the book value.
Components of intangible assets at the periods ended are as
follows:
September 30,
2011 December 31,
(unaudited) 2010
---------- -----------
License agreement $ 6,831 $ 6,831
Accumulated amortization (280) (28)
-------- --------
$ 6,551 $ 6,803
======== ========
8
NOTE 5 Taxes
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:
For the Nine
Months Ended For the Year
September 30, Ended
2011 December 31,
(unaudited) 2010
----------- ------------
Pretax loss at federa statutory rate $ (55,143) $ (1,948)
State income benefit, net of federal benefit (5,839) (205)
Change in valuation allowance 60,982 2,153
-------- ------
$ - $ -
======== ======
At September 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 September 30, 2011, the Company had net operating loss
carryforwards for tax purposes of approximately $168,000, 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
September 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 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 September 30, 2011 and December
31, 2010, the amounts due to related parties were $500 and
$5,500, 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 the date of this filing, the Company is not aware of any
contingent liabilities that should be reflected in the
accompanying financial statements.
9
ITEM 2. 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. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, 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.
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.
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
------------------------------------- -- ------------------------------------------------------------------------
4th Quarter 2011 - End Final USDA Model Trials for Large Scale Efficacy Testing.
- Initiate Vaccine Manufacturing Setup for Final Efficacy
Testing.
------------------------------------- -- ------------------------------------------------------------------------
------------------------------------- -- ------------------------------------------------------------------------
1st Quarter 2012 - 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.
------------------------------------- -- ------------------------------------------------------------------------
10
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 Three Months Ended September 30, 2011 Compared to the Three Months Ended
September 30, 2010
During the three months ended September 30, 2011 and 2010, the Company did not
recognize any revenues from it 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 that time the Company
will be able to begin sales and marketing efforts.
During the three months ended September 30, 2011, the Company incurred
operational expenses of $8,047. During the three months ended September 30,
2010, the Company did not incur any operational expenses. The increase of $8,047
was a result of the Company's work in filing it Registration Statement on Form
S-1 with the Securities and Exchange Commission. Operational expenses during
this period consisted mainly of $7,453 in professional fees, which include both
legal and accounting fees.
During the three months ended September 30, 2011, the Company recognized a net
loss of $8,047. During the three months ended September 30, 2010, the Company
did not recognize a net loss or net income.
For the Nine Months Ended September 30, 2011 Compared to the Nine Months Ended
September 30, 2010
During the nine months ended September 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.
11
During the nine months ended September 30, 2011, the Company incurred
operational expenses totaling $162,186 compared to $200 during the nine months
ended September 30, 2010. The increase of $161,986 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 $21,472 increase in professional
fees as a result of our efforts in filing of our registration statement on Form
S-1.
During the nine months ended September 30, 2011, the Company incurred a net loss
of ($162,186) compared to a net loss of ($200) for the nine months ended
September 30, 2010. The increase of $161,986 was a result of the increase in
operational expenses.
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 September 30, 2010, the Company had total current assets of $130,617,
consisting solely of cash and total current liabilities of $5.500, consisting of
$ 5,000 in accrued expenses and $500 due to shareholders. At September 30, 2011,
the Company had working capital of $118,566.
During the nine months ended September 30, 2011, the Company used $161,934 in
funds in it operational activities. During the nine months ended September 30,
2011, the Company recognized a net loss of ($162186) which was adjusted for $252
in amortization expense. During the nine months ended September 30, 2010, the
Company did not use or received funds from its operational activities.
During the nine months ended the September 30, 2011, the Company received funds
of $286,000 from its financing activities. During the nine months ended
September 30, 2010, the Company did not use or receive funds from its financing
activities.
During the nine months ended September 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.
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.
12
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.
Significant Accounting Policies
Revenue Recognition
-------------------
The Company recognizes revenue on arrangements in accordance with Securities
and Exchange Commission Staff Accounting Bulletin Topic 13, Revenue Recognition
and FASB 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. The Company did not report any revenues from inception to
September 30, 2011.
Earnings Per Share
------------------
The Company has adopted 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 September 30, 2011 or September 30,
2010.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
Disclosures Controls and Procedures
We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) and that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods required
under the SEC's rules and forms and that the information is gathered and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.
As required by SEC Rule 15d-15(b), our Chief Executive/Financial Officer carried
out an evaluation under the supervision and with the participation of our
management, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of
the period covered by this report. Based on the foregoing evaluation, our Chief
Executive Officer has concluded that our disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in our periodic SEC filings and to ensure that information required to
be disclosed in our periodic SEC filings is accumulated and communicated to our
management, including our Chief Executive Officer, to allow timely decisions
regarding required disclosure.
There was no change in our internal control over financial reporting that
occurred during the fiscal quarter ended September 30, 2011, that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
14
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE.
ITEM 1A. RISK FACTORS
Not Applicable to Smaller Reporting Companies.
ITEM 2. CHANGES IN SECURITIES
NONE.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE.
ITEM 4. REMOVED AND RESERVED
ITEM 5. OTHER INFORMATION
NONE.
ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this
Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.
Exhibit 31.1 Certification of Chief Executive and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act
Exhibit 32.1 Certification of Principal Executive and Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act
Exhibit 101.INS XBRL Instance Document
Exhibit 101.SCH XBRL Taxonomy Extension Schema Document (1)
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (1)
Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document (1)
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document (1)
Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (1)
(1) Pursuant to Rule 406T of Regulation S-T, this interactive data file is
deemed not filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed
not filed for purposes of Section 18 of the Securities Exchange Act of
1934, and otherwise is not subject to liability under these sections.
15
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
GLOBAL GREEN, INC.
(Registrant)
Dated: November 10, 2011 By: /s/Dr. Mehran P. Ghazivini
-------------------------------
Dr. Mehran P. Ghazvini, DC
(Principal Executive Officer,
Chief Financial Officer
and Principal Accounting Officer)
16