UNITED STATES SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 10-Q
--------------
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE
ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2009
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-29711
--------------
AMERICAN FIBER GREEN PRODUCTS, INC.
(Exact name of issuer in its charter)
--------------
NEVADA 91-1705387
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4209 RALEIGH STREET, TAMPA, FL 33619
(Address of Principal Executive Offices) (Zip Code)
(813) 247-2770
(Issuer's telephone number)
(Former Name, Former Address and Former Fiscal Year, if Changed Since
Last Report)
Securities registered pursuant to Section 12(g) of the Act:
$.001 par value preferred stock Over the Counter Bulletin Board
$.001 par value common stock Over the Counter Bulletin Board
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [_]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (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 [_] No [_]
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
definition of "accelerated filer, large accelerated filer and smaller reporting
company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [_] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [_] No [X]
There were 11,385,735 shares of the Registrant's $.001 par value common stock
outstanding as of November 13, 2009.
- --------------------------------------------------------------------------------
================================================================================
TABLE OF CONTENTS
AMERICAN FIBER GREEN PRODUCTS, INC.
FORM 10-Q - INDEX
PAGE
PART I FINANCIAL INFORMATION
Item 1. Financial Statements 2
Consolidated Condensed Balance Sheets as of September 30, 2009
and December 31, 2008 2
Consolidated Condensed Statements of Operations for the Three and Nine
Months Ended September 30, 2009 and 2008 3
Consolidated Condensed Statements of Changes in Stockholders' Deficit
for the Year Ended December 31, 2008 and the Nine Months Ended
September 30, 2009 4
Consolidated Condensed Statements of Cash Flows for the Nine Months Ended
September 30, 2009 and 2008 5
Notes to Consolidated Condensed Financial Statements as of June 30, 2009 and
for the Three and Nine Month Periods Ended September 30, 2009 and 2008 6
Item 2.
Management's Discussion and Analysis of Financial Condition and
Plan of Operation 10
Item 3.
Quantitative and Qualitative Disclosures About Market 13
Item 4(T).
Controls and Procedures 13
PART II OTHER INFORMATION
Item 1.
Legal Proceedings 14
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3.
Defaults Upon Senior Securities 14
Item 4.
Submission of Matters to a Vote of Security Holders 14
Item 5.
Other Information 14
Item 6.
Exhibits and Reports on Form 8-K 15
Signatures 16
i
PART I--FINANCIAL INFORMATION
AMERICAN FIBER GREEN PRODUCTS, INC.
Statements in this Form 10Q Quarterly Report may be "forward-looking
statements." Forward-looking statements include, but are not limited to,
statements that express our intentions, beliefs, expectations, strategies,
predictions or any other statements relating to our future activities or other
future events or conditions. These statements are based on our current
expectations, estimates and projections about our business based, in part, on
assumptions made by our management. These assumptions are not guarantees of
future performance and involve risks, uncertainties and assumptions that are
difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in the forward-looking
statements due to numerous factors, including those risks discussed in this Form
10Q Quarterly Report, under "Management's Discussion and Analysis of Financial
Condition or Plan of Operation" and in other documents which we file with the
Securities and Exchange Commission.
In addition, such statements could be affected by risks and uncertainties
related to our financial condition, factors that affect our industry, market and
customer acceptance, changes in technology, fluctuations in our quarterly
results, our ability to continue and manage our growth, liquidity and other
capital resource issues, competition, fulfillment of contractual obligations by
other parties and general economic conditions. Any forward-looking statements
speak only as of the date on which they are made, and we do not undertake any
obligation to update any forward-looking statement to reflect events or
circumstances after the date of this Form 10Q Quarterly Report, except as
required by law.
1
PART I FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
AMERICAN FIBER GREEN PRODUCTS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31,
2009 2008
------------ ------------
(unaudited)
ASSETS
Current Assets:
Cash $ 20 $ 25
Other receivables, net 46,964 35,926
--------------- --------------
Total current assets 46,984 35,951
Notes receivable, net 98,405 98,405
Machinery, Equipment and Tooling, net of Accumulated Depreciation of $23,750
and $22,500 23,750 27,500
------------ ------------
Total Assets $ 169,139 $ 161,856
=============== ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 372,751 $ 350,308
Accrued expenses 7,450 4,450
Subscription payable 10,000 10,000
--------------- --------------
Total current liabilities 390,201 364,758
Notes payable 298,035 298,035
Deferred wages 729,947 682,697
Accrued interest payable 636,978 579,723
Other payables, related parties 227,710 224,192
--------------- --------------
Total Liabilities 2,282,871 2,149,405
--------------- --------------
Stockholders' Deficit
Preferred stock, $.001 par value; 5,000,000 shares authorized; no shares
issued or outstanding -- --
Common stock, $.001 par value; 350,000,000 shares authorized; 11,385,735
(March 31, 2009) and (December 31, 2008) shares issued and outstanding 11,386 11,386
Additional paid in capital 2,423,383 2,423,383
4,548,501
Accumulated deficit ( ) (4,422,318 )
--------------- --------------
Total stockholder's deficit (2,113,732 ) (1,987,549 )
------------ --------------
Total Liabilities and Stockholders' Deficit $ 169,139 $ 161,856
=============== ==============
The accompanying notes are an integral part of the financial
statements.
2
AMERICAN FIBER GREEN PRODUCTS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
UNAUDITED
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- -------------------------------
2009 2008 2009 2008
------------- -------------- ------------- ------------
Marketing, general and administrative $ 24,806 $ 39,923 $ 71,164 $ 74,445
expenses
Interest expense 26,409 29,602 66,056 60,673
Interest income (4,500 ) (3,041 ) (11,037 ) (7,006 )
--------------- ---------------- --------------- --------------
TOTAL OTHER INCOME (EXPENSE) (46,715 ) (66,484 ) (126,183 ) (128,112 )
--------------- ---------------- --------------- --------------
INCOME (LOSS) BEFORE INCOME TAXES (46,715 ) (66,484 ) (126,186 ) (128,112 )
--------------- ---------------- --------------- --------------
Income taxes -- -- -- --
--------------- ---------------- --------------- --------------
NET INCOME (LOSS) $ (46,715 ) $ (66,484 ) $ (126,183 ) $ (128,112 )
=============== ================ =============== ==============
Basic and diluted income (loss) per
share $ (0.00 ) $ (0.01 ) $ (0.01 ) $ (0.01 )
=============== ================ =============== ==============
Basic and diluted weighted average
number of common shares outstanding 11,385,735 10,474,423 11,385,735 9,862,025
============= ============== ============= ============
The accompanying notes are an integral part of the financial
statements.
3
AMERICAN FIBER GREEN PRODUCTS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 2008 AND THE
NINE MONTHS ENDED SEPTEMBER 30, 2009
COMMON COMMON ADDITIONAL
STOCK STOCK PAID IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
------------- -------- ------------ ------------ ------------
Balance, December 31, 2007 9,249,628 $ 9,250 $ 2,318,510 $(4,260,658 ) $(1,932,898 )
Issuance of common stock for
payment of a note payable and
accrued interest 2,120,188 2,120 104,889 107,009
Transfer agent share
adjustment 15,919 16 (16 )
Net loss (161,660 ) (161,660 )
=============== ========== ============== ============== ==============
Balance, December 31, 2008 11,385,735 11,386 2,423,383 (4,422,318 ) (1,987,549 )
Net loss for the nine months
ended September 30, 2009
(unaudited) (126,183 ) (126,183 )
--------------- ---------- -------------- -------------- --------------
Balance, September 30, 2009 11,385,735 $11,386 $ 2,423,383 $(4,548,501 ) $(2,113,732 )
(unaudited)
=============== ========== ============== ============== ==============
The accompanying notes are an integral part of the financial
statements.
4
AMERICAN FIBER GREEN PRODUCTS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(UNAUDITED)
2009 2008
--------------- ---------------
OPERATING ACTIVITIES
Net loss $ (126,183) $ (190,834)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation 3,750 3,750
Increase (decrease) in:
Prepaid expenses -- --
Interest receivable, related parties (11,037) (8,431)
Accounts payable and accrued expenses 25,443 48,569
Deferred compensation 47,250 55,725
--------------- ---------------
Net cash used by operating activities (60,777) (91,221)
--------------- ---------------
INVESTING ACTIVITIES
Other long term assets & liabilities 57,255 17,501
--------------- ---------------
Net cash used by investing activities 57,255 17,501
--------------- ---------------
FINANCING ACTIVITIES
Issuance of common stock --- 107,010
Proceeds from issuance of notes payable 3,517 2,650
Payments from issuance of notes payable --- (36,000)
--------------- ---------------
Net cash provided by financing activities 3,517 73,660
--------------- ---------------
NET DECREASE IN CASH (5 ) (60 )
CASH AT BEGINNING OF YEAR 25 72
--------------- ---------------
CASH AT END OF PERIOD $ 20 $ 12
--------------- ---------------
The accompanying notes are an integral part of the financial
statements.
5
AMERICAN FIBER GREEN PRODUCTS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2009 AND FOR THE THREE AND NINE MONTH PERIODS ENDED
SEPTEMBER 30, 2009 AND 2008
NOTE 1 - ORGANIZATION AND BUSINESS
American Fiber Green Products, Inc. (AFBG) came into existence as a result of
the following transactions:
In March of 1993, William Amour founded Amour Hydro Press, Inc. (AHP) to conduct
research and development to commercialize proprietary technology that would
allow the Company to process waste fiberglass and resins into new commercially
viable products.
In January of 1996 the Board of Directors authorized the merger of AHP with
Amour Fiber Core, Inc. a Washington corporation. Each common share of Amour
Hydro Press, Inc. was exchanged for 280 common shares of Amour Fiber Core, Inc.
The authorized shares of Amour Fiber Core, Inc. were 5,000,000 shares. The
company operated under this configuration until June 1998 when the Board of
Directors approved a three for one forward split (3:1) increasing the authorized
shares from 5,000,000 to 15,000,000 common shares. Amendments to the Articles of
Incorporation were filed with the State of Washington. Although approved and
recorded, the 3:1 forward split was not reported to the transfer agent of the
Company. The resulting change in common stock was from 3,675,996 to 11,027,988
common shares issued and outstanding.
Within months of these actions, William Amour, founder and driving force behind
the business was diagnosed with cancer and died in 1999. Attempts by the board
to continue the operation of Amour Fiber Core, Inc. resulted in substantially
more debt and ultimately the cessation of operations. The value of the company
was in the exclusive rights to the proprietary technology, as well as the
resources developed to source raw material and vendors and the ability to create
viable products from waste material. There were 884 shareholders of record at
the time of William Amour's passing and they remained committed to the success
of the Company. The Company ceased operations in January 2000, however,
management continued to search for investors to be able to restart production.
On September 15, 2001, after several months of discussion and negotiations,
Kenneth McCleave incorporated American Leisure Products, Inc. a Florida
corporation, of which he was the sole shareholder of the 100,000 issued and
outstanding shares for the purpose of merger with Amour Fiber Core, Inc. The
terms and conditions of said merger included Mr. McCleave's assistance in
resolution of a number of problems restricting Amour. Litigation with the
landlord and disgruntled note holders threatened the collapse of the Company
unless amicable resolution was achieved. The terms of the merger were
established and the concerns were resolved over the subsequent 24 months.
In May of 2004, following appropriate shareholder consent and board action,
Amour Fiber Core, Inc. (Washington) merged with a newly formed Nevada
corporation of the same name and with the same issued and outstanding shares
11,027,988. Amour Fiber Core, Inc. (Nevada) has authorized 350,000,000 common
and 5,000,000 preferred shares.
On May 24, 2004, Amour Fiber Core, Inc. (Nevada) then entered into an Agreement
and Plan of Merger with American Leisure Products, Inc., a Florida corporation
with a total issued and outstanding 100,000 common shares. A 1:6 reverse split
of the Amour Fiber Core, Inc. shares held by the AFC shareholders reduced the
issued and outstanding common shares of AFC (Nevada) from 11,027,988 to
1,837,998. The merger called for each share of ALP to convert to 73.52 shares of
Amour Fiber Core, Inc. (Nevada). The sole shareholder of ALP received 7,352,000
shares of Amour Fiber Core, Inc. (Nevada) in the merger (i.e. a conversion ratio
of 73.52:1). Following this transaction, Amour Fiber Core, Inc. (Nevada) had
9,189,998 shares outstanding.
Following this merger and in keeping with the Shareholder Consent and subsequent
board action, the name of Amour Fiber Core, Inc. (Nevada) was changed to
American Fiber Green Products, Inc. American Leisure Products, Inc. (a Florida
corporation) became a wholly owned subsidiary of American Fiber Green Products,
Inc. The assets and opportunities of American Fiber Green Products, Inc. (f/k/a
Amour Nevada and Amour Washington) were moved to a newly formed, Amour Fiber
Core, Inc., (a Florida Corporation) as a wholly owned subsidiary. The resulting
structure is American Fiber Green Products, Inc. (Nevada) holding 100% of the
stock of American Leisure Products, Inc. (Florida) and Amour Fiber Core, Inc.
(Florida).
6
AMERICAN FIBER GREEN PRODUCTS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2009 AND FOR THE THREE AND NINE MONTH PERIODS ENDED
SEPTEMBER 30, 2009 AND 2008
NOTE 2 - GOING CONCERN
The accompanying consolidated condensed financial statements have been prepared
assuming the Company will continue as a going concern. The Company's continued
existence is dependent upon the Company's ability to obtain additional debt
and/or equity financing. The Company has incurred losses since inception and,
the Company has not generated any revenues from its products. These factors
raise substantial doubt about the ability of the Company to continue as a going
concern. The Company will begin construction of a plant upon funding and expects
to complete the project and to begin production within the next 18 months.
Although the cost of construction has not been quantified, the Company estimates
the cost to be approximately $250,000 per plant unit. Management plans to raise
additional funds through the sale of sub-licensing agreements, project
financings or through future sales of their common stock, until such time as the
Company's revenues are sufficient to meet its cost structure, and ultimately
achieve profitable operations. There is no assurance that the Company will be
successful in raising additional capital or achieving profitable operations. The
consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
NOTE 3 - FINANCIAL STATEMENTS
In the opinion of management, all adjustments consisting only of normal
recurring adjustments necessary for a fair statement of (a) the results of
operations for the three and nine month periods ended September 30, 2009 and
2008, (b) the financial position at September 30, 2009 and December 31, 2008,
and (c) cash flows for the nine month periods ended September 30, 2009 and 2008,
have been made.
The unaudited financial statements and notes are presented as permitted by Form
10-Q. Accordingly, certain information and note disclosures normally included in
the financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been omitted. The
accompanying financial statements and notes should be read in conjunction with
the audited financial statements and notes of the Company for the fiscal year
ended December 31, 2008. The results of operations for the three and nine month
periods ended September 30, 2009 and 2008 are not necessarily indicative of
those to be expected for the entire year.
The accompanying consolidated financial statements include the activity of the
Company and its wholly owned subsidiaries. All intercompany transactions have
been eliminated in consolidation.
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements, and the
reported amounts of revenues and expenses during the reported periods. Actual
results could materially differ from those estimates.
NOTE 4 - NOTES RECEIVABLE
The Company has made loans to several companies, both owned by officers and
stockholders of the Company and to unrelated parties. The purpose of these loans
was to invest in other fiberglass manufacturing businesses in order to
facilitate the development and production of fiberglass products. The Company
does not expect repayment of these amounts to occur during the next 12 months.
Notes receivable are made up of the following:
Note receivable, related party, 10% interest, due May 12, 2004 (past maturity) $ 6,000
Note receivable, related party, 10% interest, due April 30, 2005 (past maturity) 52,452
Note receivable, related party, 10% interest, due April 22, 2005 (past maturity) 20,253
Note receivable, related party, 8% interest, due April 20, 2008 (past maturity) 14,700
Note receivable, unrelated party, 8% interest, due August 8, 2008 (past maturity) 5,000
-----------
$ 98,405
===========
7
AMERICAN FIBER GREEN PRODUCTS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2009 AND FOR THE THREE AND NINE MONTH PERIODS ENDED
SEPTEMBER 30, 2009 AND 2008
The above related party transactions are not necessarily indicative of the terms
and amounts that would have been incurred had comparable agreements been made
with independent parties.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company entered into an employment agreement with a key employee. The
employment agreement is for a period of three years, with prescribed percentage
increases beginning in 2007 and can be cancelled upon a written notice by either
employee or employer (if certain employee acts of misconduct are committed). The
total annual payment under the employment agreement is $63,000 for 2009.
The Company anticipates that it will enter into employment contracts with two
other key employees in 2009 under similar terms and conditions. Specifics will
be determined by the Compensation Committee and approved by the Board of
Directors.
The Company entered into an agreement with three individuals to join the
Company's board of directors. Directors will be reimbursed for actual expenses
incurred while performing their duties. Under the terms of the agreement the
individuals will receive no other compensation, although this may change in the
future.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company is currently operating in a facility leased and operated by Public
Acquisition Company (PAC). PAC is owned by Ken McCleave, Chairman of AFBG. No
occupancy cost has been charged to AFBG by PAC as of September 30, 2009. There
is no assurance that this favorable treatment will continue in the future if
AFBG begins to facilitate operations at that site.
The above related party transactions are not necessarily indicative of the terms
and amounts that would have been incurred had comparable agreements been made
with independent parties.
NOTE 7 - DEFERRED WAGES
The Company has accrued salaries owed to four individuals. Only one of the four
employees is covered by an employment agreement; see Note 5. The amounts due are
fixed without any interest or other escalating cost and the Company does not
expect to make any payments on these deferred wages during the next twelve
months, and therefore the balances are classified as non-current.
NOTE 8 - NOTES PAYABLE
Notes payable at September 30, 2009 consist of the following:
Note payable, individual, past maturity, 8.75% interest; unsecured $ 101,500
Note payable, individual, past maturity, 14.00% interest; unsecured $ 30,000
Note payable, individual, past maturity, 14.00% interest; unsecured $ 10,000
Note payable, individual, past maturity, 14.00% interest; unsecured $ 10,000
Note payable, individual, past maturity, 10.50% interest; unsecured $ 100,000
Note payable, individual, past maturity, 10.50% interest; unsecured $ 18,000
Note payable, individual, past maturity, no interest; unsecured $ 15,000
Note payable, individual, past maturity, 10.00% interest; unsecured $ 1,535
Interest on the first four notes above (aggregate total note amount of $151,500)
has been forgiven as of March 31, 2008 from note holders and assigns and no
longer accrue interest as of that date.
8
AMERICAN FIBER GREEN PRODUCTS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2009 AND FOR THE THREE AND NINE MONTH PERIODS ENDED
SEPTEMBER 30, 2009 AND 2008
NOTE 9 - OTHER PAYABLES, RELATED PARTIES
Long-term payables are due to PAC (Public Acquisition Company - a wholly owned
business of Kenneth McCleave), Nimble Boat Works (a wholly owned business of
Kenneth McCleave), Daniel L. Hefner (President and Chief Operating Officer of
AFBG) for cash advances made to AFBG.
Due to PAC $ 225,185
Due to Nimble Boat Works $ 1,574
Due to Dan Hefner $ 950
Company loans payable to PAC in the amount of $214,670, included above, bear
10.00% interest. These loans were primarily associated with the acquisition of
Amour Fiber Core.
NOTE 10 - RECENT ACCOUNTING PRONOUNCEMENTS
In October 2009, the Financial Accounting Standards Board (FASB) issued,
"Multiple Deliverable Revenue Arrangements", which modifies accounting for
multiple element arrangements by requiring that the separation of the
arrangements be based on estimated selling prices based on entity specific
assumptions rather than fair value, eliminating the residual method of
allocation and requiring additional disclosures related to such arrangements.
The standard is effective prospectively for arrangements entered into or
materially modified in fiscal years beginning on or after June 15, 2010. The
Company has not yet evaluated the impact the adoption of the standard will
have on its consolidated financial statements.
On September 30, 2009, the Company adopted changes issued by the FASB to the
authoritative hierarchy of GAAP. These changes establish the FASB Accounting
Standards CodificationTM (Codification) as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with GAAP.
Rules and interpretive releases of the Securities and Exchange Commission
(SEC) under authority of federal securities laws are also sources of
authoritative GAAP for SEC registrants. The FASB will no longer issue new
standards in the form of Statements, FASB Staff Positions, or Emerging Issues
Task Force Abstracts; instead the FASB will issue Accounting Standards
Updates. Accounting Standards Updates will not be authoritative in their own
right as they will only serve to update the Codification. These changes and
the Codification itself do not change GAAP. Other than the manner in which
new accounting guidance is referenced, the adoption of these changes had no
impact on the financial statements.
In August 2009, the FASB issued changes to fair value accounting for
liabilities. These changes clarify existing guidance that in circumstances in
which a quoted price in an active market for the identical liability is not
available, an entity is required to measure fair value using either a
valuation technique that uses a quoted price of either a similar liability or
a quoted price of an identical or similar liability when traded as an asset,
or another valuation technique that is consistent with the principles of fair
value measurements, such as an income approach (e.g., present value
technique). This guidance also states that both a quoted price in an active
market for the identical liability and a quoted price for the identical
liability when traded as an asset in an active market when no adjustments to
the quoted price of the asset are required are Level 1 fair value
measurements. These changes become effective for the Company on October 1,
2009. Management has determined that the adoption of these changes will not
have an impact on the financial statements.
In June 2009, the FASB issued changes to the accounting for variable interest
entities. These changes require an enterprise to perform an analysis to
determine whether the enterprise's variable interest or interests give it a
controlling financial interest in a variable interest entity; to require
ongoing reassessments of whether an enterprise is the primary beneficiary of
a variable interest entity; to eliminate the quantitative approach previously
required for determining the primary beneficiary of a variable interest
entity; to add an additional reconsideration event for determining whether an
entity is a variable interest entity when any changes in facts and
circumstances occur such that holders of the equity investment at risk, as a
group, lose the power from voting rights or similar rights of those
investments to direct the activities of the entity that most significantly
impact the entity's economic performance; and to require enhanced disclosures
that will provide users of financial statements with more transparent
information about an enterprise's involvement in a variable interest entity.
These changes become effective on April 1, 2010. Management does not believe
that these changes will have a material impact on the financial statements.
On June 30, 2009, the Company adopted changes issued by the FASB to
accounting for and disclosure of events that occur after the balance sheet
date but before financial statements are issued or are available to be
issued, otherwise known as "subsequent events." Specifically, these changes
set forth the period after the balance sheet date during which management of
a reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. The Company evaluated for subsequent
events through November 13, 2009, the issuance date of the Company's
financial statements.
9
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION
THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS "ANTICIPATED,"
"BELIEVE," "EXPECT," "PLAN," "INTEND," "SEEK," "ESTIMATE," "PROJECT," "WILL,"
"COULD," "MAY," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE
OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH
STATEMENTS REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND
FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT
LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN,
POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND
COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET
PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH
ARE BEYOND THE COMPANY'S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR
UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT,
ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED,
BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE
FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY
STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.
The following discussion and analysis should be read in conjunction with
"Selected Financial Data" and our financial statements and related notes thereto
included elsewhere in this registration statement. Portions of this document
that are not statements of historical or current fact are forward-looking
statements that involve risk and uncertainties, such as statements of our plans,
objectives, expectations and intentions. The cautionary statements made in this
registration statement should be read as applying to all related forward-looking
statements wherever they appear in this registration statement. Our actual
results could differ materially from those anticipated in the forward-looking
statements. Factors that could cause our actual results to differ materially
from those anticipated include those discussed in "Risk Factors," "Business" and
"Forward-Looking Statements."
GENERAL OVERVIEW
American Fiber Green Products, Inc.
From its inception, American Fiber Green Products, Inc. (f/k/a Amour Hydro
Press, Inc; Amour Fiber Core, Inc. [Washington]; Amour Fiber Core, Inc.
[Nevada]) has had a focus on the production of Fiberglass Reinforced Plastic
(FRP) products to take to market, beginning with the patented recycling
technology developed by William Amour, the Company's founder. After spending
millions of dollars on research and development and proving that the technology
could, in fact, recycle fiberglass waste and produce superior fiberglass
products, the Company was forced to suspend operations due to the death of Mr.
Amour in 1999. Several years of stagnation and distress left the Company, its
creditors and its nearly 850 shareholders on the verge of total loss. In 2001
Kenneth McCleave started dialogue with the Management and shareholders of the
Company about merging with American Leisure Products, Inc., a company that would
use virgin materials to produce vintage cars, boats and other FRP products.
These discussions resulted in a concerted effort by McCleave and his team, as
well as the Officers and Directors of the Company, to establish support for and
confidence in the proposed plan of merger. In May of 2004 after much creditor
negotiation, resolution of legal matters and personal visits with hundreds of
shareholders representing over 70% of the issued and outstanding shares of the
Company's common stock, the merger was completed between Amour Fiber Core, Inc.
(Nevada) and American Leisure Products, Inc. (Florida). Simultaneously, the
combined companies effected a name change to American Fiber Green Products, Inc.
(AFBG). The Company established that the future operations of the two merged
companies would represent two divisions of AFBG. Amour Fiber Core, Inc.
(Florida) had been formed to be a subsidiary of American Fiber Green Products,
Inc. specifically fiberglass waste recycling. American Leisure Products, Inc.
(Florida) will produce fiberglass components from new materials.
Amour Fiber Core
We plan to generate revenues from several areas; a technology and proprietary
process for the recycling of fiberglass. Revenues can be produced from the
following areas:
10
Amour Fiber Core's primary focus will be to recycle fiberglass, produce products
from recycled material and sell license agreements for its process. The Company
has developed, tested and previously placed into limited commercial production,
a new technology for fiberglass reclamation manufacturing. It has adapted this
technology to establish a manufacturing business. From the research and
development in Amour's early stages many different products have been prototyped
and tested. Building on this foundation, management has determined that the
pilot plant to be constructed in Florida and will produce general planking or
boards for marine decking and seawalls. Marketing the planking will help to
"brand" our name through park benches and picnic tables as part of our first
line of finished goods.
We intend to offer contracts for licensing of our patented technology. The
Company believes that licensing its technology to businesses in foreign
countries and the North American market can be an effective method to maximize
the return on its investment in the continued development of its fiberglass
recycling technology, without significant additional capital outlays.
Additionally, such licensing agreements will increase the Company's public
visibility and general awareness of its technology. The licensee will be
required to pay an upfront fee for the sub-license, equipment and training prior
to delivery and a royalty fee to the Company for each item produced by the
licensee. If the wholesale price of the licensee's produced products are
significantly below the production costs of products produced by the Company,
the Company may also offer to purchase product from the licensees. The Company
believes the establishment of licensees in various foreign countries is an
effective means of introducing the Company's technology into new markets without
major capital outlays.
American Leisure Products
American Leisure Products (ALP) will produce FRP parts within the fiberglass
industry. In addition, the Company will produce parts from the company owned
molds for the after market hot rod industry and the marine industry. ALP will
produce and sell vintage car bodies, boats, and other fiberglass components in
the leisure products line. The leisure market has been defined in recent years
as one of the fastest growing market segments because of 'baby boomers' who have
reached a point of financial affluence and increasing leisure time. Their desire
to enjoy the 'fruits of their labor' has created a massive market that our
products will feed. The Company currently owns molds for several products, but
will also be acquiring additional molds and tooling as funding is achieved
through debt or equity or the combination.
RESULTS OF OPERATIONS
Revenues
The Company had no revenue for the three and nine months ended September 30,
2009. The Company has suspended all operations for the past several years while
management effected the changes in corporate structure, built a management team,
studied the market trends, and generated investment interest in the Company's
business model and opportunity. The Company plans to build a pilot plant during
the years ended December 31, 2009 and 2010. The Company has begun the process of
establishing a network of sub-licensees to collect and process waste fiberglass
and to produce finished goods from that process. These sub-licenses will provide
income to the Company in initial fees for acquiring the license as well as
ongoing revenue from production royalties.
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2008:
Marketing, general and administrative expenses - During the three months ended
September 30, 2009 and 2008, marketing, general and administrative expenses
totaled $24,806 and $35,633, respectively. The decrease of $10,827 is primarily
due to an overall decrease in outside services spending as the Company continues
to work towards raising additional capital to begin production.
Interest Expense - During the three months ended September 30, 2009 and 2008
interest expense totaled $26,409 and $30,189, respectively. The decrease of
$3,780 was due to the success of converting several notes to common stock during
the previous year. The Company has also negotiated with note holders and assigns
to have interest after March 31, 2008 forgiven on four additional notes.
The net loss for the three months ended September 30, 2009 and 2008 was $46,715
and $62,721, respectively. The decrease of $16,006 was mainly attributable to
the above described decreases in operating expenses and interest expense.
11
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2008:
Marketing, general and administrative expenses - During the nine months ended
September 30, 2009 and 2008, marketing, general and administrative expenses
totaled $71,164 and $110,078, respectively. The decrease of $38,914 is due
primarily to an overall decrease in outside service spending as the Company
continues to work towards raising additional capital to begin production.
Interest Expense - During the nine months ended September 30, 2009 and 2008
interest expense totaled $66,056 and $90,862, respectively. The decrease of
$24,806 was due to several notes being converted to common stock during the
previous year. The Company has also negotiated with note holders and assigns on
four additional notes to have interest after March 31, 2008 forgiven.
The net loss for the nine months ended September 30, 2009 and 2008 was $126,183
and $190,834, respectively. The decrease of $64,651 was mainly attributable to
the above described decreases in operating expenses and interest expense.
GENERAL TRENDS AND OUTLOOK
We believe that our immediate outlook is extremely favorable, as we believe
there is no other company competing with us on a nationwide basis in our market
niche for recycling fiberglass and only a limited number of companies competing
with us in of our products within American Leisure Products. However, there is
no assurance that such national competitor will not arise in the future. We do
not anticipate any major changes in the Recycling industry. We believe that we
are positioned for significant growth, and besides the operational business
strategies discussed above, we intend to continue implementing the following
plans in 2009 and 2010 in order to maintain and expand our opportunity.
We plan to staff our facility in Tampa, Florida, with customer service
representatives and logistical support personnel to build our Pilot Plant and
complete our tooling requirements. This facility is currently limited in staff.
The Tampa plant will serve as the selling platform for the sub-licensing of
Amour Fiber Core's patented technology. Additionally, we will utilize this
facility to directly distribute American Leisure's products to the market.
As we gain strength and stability in the U.S. domestic market, we intend to
expand our influence and market in other areas of the world through our license
agreements. Inquiries about acquiring use of the Amour recycling technology have
been received from Japan, Australia, England, France, Turkey, Egypt, the African
continent, Indonesia, Ireland, the Caribbean basin and Canada.
The Board of Directors has identified a potential acquisition for the Company.
The acquisition is planned to occur in the fourth quarter of 2009. The
acquisition would provide an additional product line and is a well established
fiberglass manufacturing company with outstanding branding. The acquisition
would be from a Company affiliate. The acquisition would be made with a
combination of cash, stock, and debt forgiveness. Asset valuations are underway
and negotiations continue.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial statements have been prepared assuming that the Company
will continue as a going concern. For the three months ended September 30, 2009,
the Company has had a net loss of $46,715 and cash used by operations of
$60,777, and negative working capital of $343,217 at September 30, 2009. In view
of these matters, recoverability of recorded asset amounts shown in the
accompanying consolidated financial statements is dependent upon the Company's
ability to expand operations and to achieve a level of profitability. The
Company has financed its activities principally from private funding. The
Company intends to finance its future development activities and its working
capital needs largely from the sale of equity securities until such time that
funds provided by operations are sufficient to fund working capital
requirements.
UNPREDICTABILITY OF FUTURE REVENUES; POTENTIAL FLUCTUATIONS IN QUARTERLY
OPERATING RESULTS; SEASONALITY
As a result of the Company's limited operating history, the Company is unable to
accurately forecast its revenues. The Company's current and future expense
levels are based largely on its investment plans and estimates of future
revenues and are to a large extent fixed and expected to increase.
12
Sales and operating results generally depend on the volume of, timing of and
ability to fulfill the number of orders received and the ability to obtain raw
materials at a reasonable price. The Company may be unable to adjust spending in
a timely manner to compensate for any unexpected revenue shortfall. Accordingly,
any significant
shortfall in revenues in relation to the Company's planned expenditures
would have an immediate adverse effect on the Company's business, prospects,
financial condition and results of operations. Further, as a strategic response
to changes in the competitive environment, the Company may from time to time
make certain pricing, service or marketing decisions which could have a material
adverse effect on its business, prospects, financial condition and results of
operations.
The Company expects to experience significant fluctuations in its future
quarterly operating results due to a variety of factors, many of which are
outside the Company's control. Factors that may adversely affect the Company's
quarterly operating results include (i) the Company's ability to retain
customers, attract new customers at a steady rate and maintain customer
satisfaction, we cannot be sure that we will be able to attract sufficient
customers to maintain or grow revenue and consequently our long term growth and
success may be negatively impacted; (ii) the announcement or introduction of new
technology by the Company and its competitors, we cannot be sure that our
competition will not significantly impact our customer base, and thereby
negatively impact our revenues, with new and improved technology; (iii) price
competition or higher prices in the industry, we cannot be sure that we will be
able to maintain our current pricing structure and gross margins to be able to
compete with new competitors at reasonable prices; (iv) the Company's ability to
upgrade and develop its systems and infrastructure and attract new personnel in
a timely and effective manner, the Company cannot be sure that it will be able
to raise sufficient capital in order for it to grow its infrastructure; (v)
governmental regulation, the Company must comply with regulations from several
governmental agencies to ensure compliance of products, recycling processes and
manufacturing facilities, but there is no assurance that the regulations will
not change or become more restrictive in the future, thereby limiting the
ability of the Company to produce cost effective products.
Capital Stock
Preferred Stock
Although the board has authorized 5,000,000 shares of preferred stock, par value
$.001, none have been issued.
Capital Expenditures
We expect in the future to incur capital expenditures. Since our inception, the
research and development has been completed. For each division in 2009-2010, we
expect to have total capital expenditures of $525,000.00 -- Amour Fiber Core
$250,000 for the pilot plant, American Leisure Products $275,000.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
Not Applicable
ITEM 4(T).
CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have evaluated
the effectiveness of the Company's disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of and for
the period covered by this Quarterly Report on Form 10-Q. Based upon such
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, the Company's disclosure controls
and procedures were not effective. The controls were determined to be
ineffective due to the lack of segregation of duties. Currently, management
contracts with an outside CPA to perform the duties of the Chief Financial
Officer and Principle Accounting Officer and an outside consultant to assist
with the preparation of the filings. However, until the Company has received
additional funding, they are unable to remediate the weakness.
Changes in Internal Control Over Financial Reporting
No change in the Company's internal control over financial reporting occurred
during the three months ended September 30, 2009, that materially affected, or
is reasonably likely to materially affect, the Company's internal control over
financial reporting.
13
PART II--OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
The Company is not involved in any legal proceedings and is not aware of any
pending or threatened claims.
The Company expects to be subject to legal proceedings and claims from time to
time in the ordinary course of its business, including, but not limited to,
claims of alleged infringement of the trademarks and other intellectual property
rights of third parties by the Company and its licensees. Such claims, even if
not meritorious, could result in the expenditure of significant financial and
managerial resources.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three month period ended September 30, 2009, there was no
modification of any instruments defining the rights of holders of the Company's
common stock and no limitation or qualification of the rights evidenced by the
Company's common stock as a result of the issuance of any other class of
securities or the modification thereof.
During the period covered by this filing, the Company did not sell any
securities that were not registered under the Securities Act.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
There have been no defaults in any material payments during the covered period.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the three month period ended September 30, 2009, the Company did not
submit any matters to a vote of its security holders.
ITEM 5.
OTHER INFORMATION
The Company does not have any other material information to report with respect
to the three month period ended September 30, 2009.
The Board of Directors has identified a potential acquisition for the Company.
The acquisition is planned to occur in the fourth quarter of 2009. The
acquisition would provide an additional product line and is a well established
fiberglass manufacturing company with outstanding branding. The acquisition
would be from a Company affiliate. The acquisition would be made with a
combination of cash, stock, and debt forgiveness. Asset valuations are underway
and negotiations continue.
14
ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
EXHIBIT # DESCRIPTION
- --------- ---------------------------------------------------------------------------------------------------
2.1 Merger between Hydro Press and Amour, dated 3/12/93*
2.2 Agreement and Plan of Merger between Amour Fiber Core [Nevada] and American Leisure Products,
dated May 24, 2004*
2.3 Agreement and Plan of Merger between Amour Fiber Core [Washington] and Amour Fiber Core [Nevada],
dated May 25, 2004*
3.1 Article of Incorporation of Amour Fiber Core, Inc. [Washington], dated December 22, 1995*
3.2 Article of Amendment for 3 to 1 forward split dated June 9, 1998*
3.3 Articles of Incorporation of American Leisure Products, Inc., dated September 2, 2001*
3.4 Articles of Incorporation of Amour Fiber Core, Inc. [Florida], dated September 15, 2001*
3.5 Articles of Incorporation of Amour Fiber Core, Inc. [Nevada], dated March 2004*
3.6 Bylaws*
10 Employment Agreement with Kenneth W. McCleave, dated October 1, 2001*
10.2 Exclusive license agreement with the Amour Family Trust *
31.1 Certification of the Chief Financial Officer
31.2 Certification of the Principal Executive Officer
32 Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
- --------------
*
These exhibits are filed as part of Form 10SB registration statement filed with
the SEC on February 22, 2007 and incorporated by reference.
15
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereto duly authorized:
Date: November 13, 2009 AMERICAN FIBER GREEN PRODUCTS, INC.
By: /s/ DANIEL L. HEFNER
---------------------------------
Daniel L. Hefner,
President and Director
(Principal Executive Officer)
By: /s/ MICHAEL A. FREID
---------------------------------
Michael A. Freid,
Chief Financial Officer and
Principal Accounting Officer
16
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT
OF 2002 AND RULE 13A-14 OF THE EXCHANGE ACT OF 1934
CERTIFICATION
I, Daniel Hefner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Fiber Green
Products, Inc.
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: November 13, 2009 /s/ DANIEL HEFNER
--------------------------------------------
Daniel Hefner
President and Director (Principal Executive
Officer)
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT
OF 2002 AND RULE 13A-14 OF THE EXCHANGE ACT OF 1934
CERTIFICATION
I, Michael Freid, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Fiber Green
Products, Inc.
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: November 13, 2009 /s/ MICHAEL A. FREID
--------------------------------------------
Michael A. Freid
Chief Financial Officer and Principal
Accounting Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Fiber Green Products (the
"Corporation") on Form 10-Q for the quarter ended September 30, 2009 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
the undersigned Daniel Hefner, President and Director and Michael A. Freid,
Chief Financial Officer and Principal Accounting Officer of the Corporation,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
_/s/DANIEL HEFNER_______________________________
Daniel Hefner
President and Director (Principal Executive Officer)
November 13, 2009
_/s/MICHAEL A. FREID_______________________________
Michael A. Freid
Chief Financial Officer and Principal Accounting
Officer
November 13, 2009