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EX-31 - GLOBAL GREEN INC.ex31.txt
EX-32 - GLOBAL GREEN INC.ex32.txt

                                  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 March 31, 2012

[ ]         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 May 8, 2012 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 ------- -------------------- ----------- ---- Consolidated Balance Sheets - March 31, 2012 and December 31, 2011 (Audited) 1 Consolidated Statements of Operations - Three months ended March 31, 2012 and 2011 and From Inception (July 12, 2004) to March 31, 2012 2 Consolidated Statements of Changes in Shareholders' Equity - From Inception (July 12, 2004) to March 31, 2012 3 Consolidated Statements of Cash Flows - Three months ended March 31, 2012 and 2011 and From Inception (July 12, 2004) to March 31, 2012 4 Notes to the Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk 13 - Not Applicable Item 4. Controls and Procedures 14 PART II - OTHER INFORMATION Item 1. Legal Proceedings -Not Applicable 14 Item 1A. Risk Factors - Not Applicable 14 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14 -Not Applicable Item 3. Defaults Upon Senior Securities - Not Applicable 14 Item 4. Mine Safety Disclosure - Not Applicable 14 Item 5. Other Information - Not Applicable 14 Item 6. Exhibits 15 SIGNATURES 16
PART I ITEM 1. FINANCIAL STATEMENTS
Global Green, Inc. Consolidated Balance Sheet March 31, December 31, 2011 2012 --------------------- -------------------------------- Current assets Cash and cash equivalents $ 81,295 $ 103,360 Prepaid expenses 2,125 3,188 --------------------- --------------------- Total current assets 83,420 106,548 Intangible asset, net 6,383 6,467 --------------------- --------------------- Total assets $ 89,803 $ 113,015 --------------------- --------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accrued expenses $ 21,816 $ 17,012 Due to shareholders 500 500 --------------------- --------------------- Total liabilities 22,316 17,512 --------------------- --------------------- Shareholders' equity: Preferred stock; no par value; 100,000,000 - - shares authorized; no shares outstanding at March 31, 2012 or December 31, 2011 Common stock; $.00001 par value; 3,000,000,000 7,458 7,458 shares authorized; 745,761,432 shares issued and outstanding at March 31, 2012 and December 31, 2011 Additional paid in capital 285,573 285,573 Deficit accumulated during the development stage (225,544) (197,528) --------------------- --------------------- Total shareholders' equity 67,487 95,503 --------------------- --------------------- Total liabilities and shareholders' equity $ 89,803 $ 113,015 --------------------- --------------------- 1
Global Green, Inc. Consolidated Statement of Operations March 31, 2012 March 31, 2011 Inception to March 31, 2012 -------------------- -------------------- -------------------- REVENUES $ - $ - $ - -------------------- -------------------- -------------------- OPERATING EXPENSES Testing for U.S. Department of - 50,000 137,800 Agriculture's approval Professional fees 25,304 1,500 75,788 General and administrative 2,478 1,047 9,213 Stock transfer agent fees 150 - 2,071 Amortization 84 84 448 Consulting fees - - 200 Bank fees - 24 24 -------------------- -------------------- -------------------- Total operating expenses 28,016 52,655 225,544 -------------------- -------------------- -------------------- NET LOSS $ (28,016) $ (52,655) $ (225,544) -------------------- -------------------- -------------------- Net loss per share applicable to common $ (0.00) $ (0.00) stockholders-- basic and diluted -------------------- -------------------- Weighted average number of shares 745,761,432 735,888,523 outstanding - basic and diluted -------------------- -------------------- 2
Global Green, Inc. Consolidated Statement of Shareholders' Equity Deficit Accumulated During the Total Common Common Additional Development Shareholders' Shares Stock Paid in Capital Stage Equity ------------- ----------- ---------------------------- ------------- INCEPTION, July 12, 2004 - $ - $ - $ - $ - Share issuance, September 2004 3,141,597 314 (314) - - ------------- ----------- ------------- ------------- ------------- BALANCE, December 31, 2004 3,141,597 314 (314) - - ------------- ----------- ------------- ------------- ------------- BALANCE, December 31, 2005 3,141,597 314 (314) - - ------------- ----------- ------------- ------------- ------------- BALANCE, December 31, 2006 3,141,597 314 (314) - - ------------- ----------- ------------- ------------- ------------- BALANCE, December 31, 2007 3,141,597 314 (314) - - ------------- ----------- ------------- ------------- ------------- BALANCE, December 31, 2008 3,141,597 314 (314) - - ------------- ----------- ------------- ------------- ------------- BALANCE, December 31, 2009 3,141,597 314 (314) - - Recapitalization due to 10 to 1 stock split 28,274,370 - - - - 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 - - - (191,800) (191,800) ------------- ----------- ------------- ------------- ------------- BALANCE, December 31, 2011 745,761,432 7,458 285,573 (197,528) 95,503 Net loss - - - (28,016) (28,016) ------------- ----------- ------------- ------------- ------------- BALANCE, March 31, 2012 745,761,432 $ 7,458 $ 285,573 $ (225,544) $ 67,487 ------------- ----------- ------------- ------------- ------------- 3
Global Green, Inc. Consolidated Statement of Cash Flows March 31, 2012 March 31, 2011 Inception to March 31, 2012 --------------------- --------------------- -------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (28,016) $ (52,655) $ (225,544) Adjustments to reconcile net loss to net cash from operating activities: Amortization 84 84 448 Stock based compensation - - 200 Change in assets and liabilities: Prepaid expenses 1,063 - (2,125) Accrued expenses 4,804 21,816 Due to shareholders - (5,000) 500 --------------------- --------------------- -------------------- Net cash from operating activities (22,065) (57,571) (204,705) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from share issuance - 286,000 286,000 --------------------- --------------------- -------------------- NET CHANGE IN CASH (22,065) 228,429 81,295 CASH, beginning of period 103,360 - - --------------------- --------------------- -------------------- CASH, end of period $ 81,295 $ 228,429 $ 81,295 --------------------- --------------------- -------------------- SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES: Common stock issued for acquisition of Global Green International, Inc. $ - $ - $ 6,831 --------------------- --------------------- -------------------- 4
Global Green, Inc. (A Development Stage Company) Notes To The Consolidated Financial Statements March 31, 2012 (Unaudited) 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. In August 2011, an additional patent was granted related to 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 March 31, 2012, the Company has incurred net losses of $225,544 since inception (July 12, 2004). Management's plans include raising capital through the equity markets to fund operations and eventually, the generating of revenue through its business; however, there can be no assurance that the Company will be successful in such activities. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") on the accrual basis of accounting. All significant intercompany accounts and transactions have been eliminated in consolidation. The interim financial statements reflect all adjustments, which are, in the opinion of management, necessary in order to make the financial statements not misleading. 5
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 March 31, 2012 or December 31, 2011. 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 March 31, 2012. 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 March 31, 2012 or December 31, 2011. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. Occasionally, cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation ("FDIC"). Accordingly, the Company places its cash and cash equivalents with financial institutions considered by management to be of high credit quality. At March 31, 2012, the cash balances were not in excess of amounts insured by the FDIC. 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 basis Additionally, the recognition of future tax benefits, such as net operating loss carryforwards, is required to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date. In the event the future tax consequences of differences between the financial reporting basis and the tax basis 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. 6
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 May 8, 2012, the date the financial statements were available for issue. NOTE 4 INTANGIBLE ASSET The Company accounts for its intangible asset in accordance FASB ASC 350 Intangibles--Goodwill and Other. The intangible assets consist of the Licensing Agreement and is carried at an allocated cost, less accumulated amortization. The Licensing Agreement was executed on November 29, 2010 between NHIL and GGII, before the Company acquired the 100% ownership of GGII as described in Note 1. The provisions in the License Agreement include the Company's responsibilities to protect the Vaccine information and to assume financial responsibilities for the acquisition of USDA approval of the Vaccine. The License Agreement has no expiration date, but is being amortized over the 20 year legal life of the related patent. 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: March 31, December 31, 2012 2011 ------------------- ------------------- License agreement $ 6,831 $ 6,831 Accumulated amortization (448) (364) ------------------- ------------------- $ 6,383 $ 6,467 ------------------- ------------------- NOTE 5 TAXES The components of income tax expense for the periods ended are as follows: Inception to March 31, March 31, March 31, 2012 2012 2011 (unaudited) ----------------------------------------------- Current tax expense (benefit) $ (10,534) $ (19,798) $ (84,805) Deferred tax expense (benefit) - - - Change in valuation allowance 10,534 19,798 84,805 Use of operating loss carryforward - - - ----------- ----------- ----------- $ - $ - $ - ----------- ----------- ----------- 7
The difference between income tax expense computed by applying the statutory federal income tax rate to earnings before taxes for the periods ended are as follows: Inception to March 31, March 31, March 31, 2012 2012 2011 (unaudited) ---------------------------------------------- Pretax loss at federal statutory rate (9,525) $ (17,903) $ (76,686) State income benefit, net of federal (1,009) (1,895) (8,120) Change in valuation allowance 10,534 19,798 84,806 ----------- ----------- ----------- $ - $ - $ - ----------- ----------- ----------- The components of deferred taxes are as follows: March 31, December 31, 2012 2011 ------------------------------------ Deferred income tax assets: Operating loss carryforwards $ 10,534 $ 72,117 Less: Valuation allowance (10,534) (72,117) ----------- ----------- Net deferred tax asset $ - $ - ----------- ----------- At March 31, 2012 and December 31, 2011, 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 March 31, 2012, the Company had net operating loss carryforwards for tax purposes of $225,544, 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 March 31, 2012 and December 31, 2011, 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. In November 2010 the Company issued approximately 683 million shares of common stock, representing 93% of the ownership of the Company, to NHIL. After the above mentioned issuance, the Company has become a majority-owned subsidiary of NHIL. On March 21, 2011, the Company completed a private placement of common stock to accredited investors and raised $286,000 of working capital. 8
NOTE 7 RELATED PARTY TRANSACTIONS AND COMMITMENTS At March 31, 2012 and December 31, 2011, the amounts due to related parties were $500. 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 March 31, 2012, 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, 2011, 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 years ended December 31, 2011 or through the three months ended March 31, 2012. We have minimal capital, minimal cash, and only our intangible assets consist of our patents and patent applications, business plan, relationships and contacts. We are illiquid and need cash infusions from investors or shareholders to provide capital, or loans from any sources. Our plan of operations is as follows: Milestones 2nd Quarter 2012 o Finish with the Final Efficacy Testing filed with the USDA according to Study as a Model test for Regulatory Approval tests required for USDA approval. o Continuing Market Development. o Obtain Establishment License required for manufacturing site, required before a product license will be issued. 3rd Quarter 2012 o First USDA product licensing submission. o USDA creates product file and assigns a Product Code. o Initiate Vaccine Manufacturing Setup for USDA approved protocol efficacy testing. 10
4th Quarter 2012 o USDA Product Outline Review o Submission of Master Seed to NVSL (USDA/National Veterinary Services Laboratories) for testing. o Manufacturing Vaccine batch for Final Efficacy Testing. o Perform USDA regulatory Effecacy Study and Potency Testing according to Model test. o Final Marek's interference study on the final product. 1st Quarter 2013 o Second USDA product licensing submission with Efficacy Study Report. o Third USDA product licensing submission with Field Safety Report and final labeling. o Vaccine Manufacturer is authorized to submit samples to NVSL for confirmatory testing. The Company's status regarding its Phase 4 efficacy testing is: o In the process of identifying and contracting an USDA approved vaccine manufacturer. o Assure that the requirements from the vaccine manufacturer will meet the standard batch consistency as defined by the USDA as part of the efficacy requirements. o The conclusion of the USDA approved large bird efficacy study to be done by AHPharma which meets the following parameters: o That the vaccine product can be safely and standardly commercially applied by the intended customers. o That the claims are sustainable and reproducible when applied to larger populations of birds. o To see if the vaccine can be used in other circumstances such as a combined treatment with other vaccines. This part of the study has been completed and proven successful. o Collect and present the data of the efficacy tests to be analyzed and results sent to the USDA for final approval. 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 11
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 March 31, 2012 Compared to the Three Months Ended March 31, 2011 During the three months ended March 31, 2012 and 2011, 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 March 31, 2012, the Company incurred operational expenses of $28,016. During the three months ended March 31, 2011, the Company incurred operational expenses of $52,655. The decrease of $24,639 was a result of a $50,000 decrease in the expenses associated with the testing for USDA approval offset by a $23,804 increase in the Company's professional fees. The increase in professional fees was a result of the filing of the Company's Annual Report and financial statement audit and the development and launch of its website. During the three months ended March 31, 2012, the Company recognized a net loss of $28,016 compared to a net loss of $52,655 during the three months ended March 31, 2011. The decrease of $24,639 was a direct result of the decrease in operational expenses discussed above. LIQUIDITY --------- The independent registered public accounting firm's report on the Company's financial statements as of December 31, 2011, 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 March 31, 2012, the Company had total current assets of $83,420, consisting of $81,295 and prepaid expenses of $2,125 and total current liabilities of $22,316, consisting of $21,816 in accrued expenses and $500 due to shareholders. At March 31, 2012, the Company had working capital of $61,104. During the three months ended March 31, 2012, the Company used $22,065 in funds in it operational activities. During the three months ended March 31, 2012, the Company recognized a net loss of $28,016 which was adjusted for $84 in amortization expense. During the three months ended March 31, 2011, the Company used $57,571 in its operations, a net loss of $52,655 was adjusted for the non-cash item of $84 in amortization expense. During the three months ended the March 31, 2012 the Company did not receive or use any funds from its financing activities. During the three months ended March 31, 2011, the Company sold 11,247,618 shares of common stock as part of a private placement at approximately $0.025 per share and received funds of $286,000. 12
Short Term On a short-term basis, the Company has not generated any revenue or revenues sufficient to cover operations. For short term needs the Company will be dependent on receipt, if any, of offering proceeds. Capital Resources The Company has only common stock as its capital resource. The Company has no material commitments for capital expenditures within the next year, however if operations are commenced, substantial capital will be needed to pay for participation, investigation, exploration, acquisition and working capital. Need for Additional Financing The Company does not have capital sufficient to meet its cash needs. The Company will have to seek loans or equity placements to cover such cash needs. Once manufacturing and sales efforts commence, its needs for additional financing is likely to increase substantially. No commitments to provide additional funds have been made by the Company's management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover the Company's expenses as they may be incurred. 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 March 31, 2012. 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 March 31, 2012 or March 31, 2011. ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not Applicable 13
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 March 31, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 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. MINE SAFETY DISCLOSURE Not Applicable. ITEM 5. OTHER INFORMATION NONE. 14
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: May 8, 2012 By: /s/Dr. Mehran P. Ghazvini, DC ---------------------------------------- Dr. Mehran P. Ghazvini, DC (Principal Executive Officer, Chief Financial Officer and Principal Accounting Officer) 16