SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
☐ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 2012.
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to _______
Commission File Number 000-53337
GO GREEN DIRECTORIES, INC.
(Name of small business issuer in its charter)
(State of incorporation)
(I.R.S. Employer Identification No.)
1030 Alhambra Circle, Coral Gables, FL 33134
(Address of principal executive offices)
(Registrants telephone number)
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 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 ☐ 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 (§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 (Not required)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
☐ Accelerated Filer
[X] Smaller Reporting Company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes ☐ No
As of FEBRUARY 29, 2012, there were 15,100,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.
GO GREEN DIRECTORIES, INC..*
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Go Green Directories, Inc.. (the Company), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words may, will, should, expect, anticipate, estimate, believe, intend, or project or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "FROI" refers to Go Green Directories, Inc.
PART I: FINANCIAL INFORMATION
GO GREEN DIRECTORIES, INC.
(A DEVELOPMENT STAGE COMPANY)
SEE ATTACHED NOTES
GO GREEN DIRECTORIES, INC.
(A DEVELOPMENT STAGECOMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 29, 2012 AND 2011
AND FOR THE PERIOD FROM JULY 29, 2009 (INCEPTION)TO FEBRUARY 29, 2012
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Increase in Accounts payable
Issuance of stock for services rendered
Net Cash Used in Operating Activities
Issuance of common stock for cash
Receipt of stock subscriptions receivable
Advances from shareholders
Net Cash Provided by Financing Activities
Net Increase (Decrease) in Cash
Cash at Beginning of Period
Cash at End of Period
Non-Cash Investing & Financing Activities
Issuance of stock for management services rendered
Issuance of stock for subscriptions receivable
SEE ATTACHED NOTES
GO GREEN DIRECTORIES, INC.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012
NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION
NATURE OF OPERATIONS
Go Green Directories, Inc.. (the Company) was incorporated under the laws of the State of Nevada on July 29, 2009. The Companys activities up to February 29, 2012 have been focused on the construction and development of an Eco-friendly listings available to the public and capital formation. In July of 2011, the Company commenced its planned business activity with the test run of its website and evaluation of the on-line response.
BASIS OF PRESENTATION
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars.
The accompanying unaudited financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments considered necessary for a fair presentation of the results for the interim periods have been made and are of a normal, recurring nature. Operating results for the three and nine months ended February 29, 2012 are not necessarily indicative of the results that may be expected for any interim period or the entire year. For further information, these financial statements and the related notes should be read in conjunction with the Companys audited financial statements for the year ended May 31, 2011 included in the Companys report on Form 10-K.
NOTE 2 NATURE OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.
The Companys revenue recognition policies are in compliance with ASC 605. Sales revenues are recognized when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed and determinable, and (iv) the ability to collect is reasonably assured. These criteria are generally satisfied at the time of shipment when risk of loss and title passes to the customer.
USE OF ESTIMATES
The preparation of the Companys financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Companys short-term financial instruments consist of cash and cash equivalents and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments.
EARNINGS PER SHARE
Basic Earnings per Share (EPS) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants. Basic and diluted EPS are the same for the Company, as of FEBRUARY 29, 2012., as the Company does not have any common share equivalents outstanding.
The Company uses the asset and liability method of accounting, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Deferred income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities.
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. During the year the Company did not maintain cash deposits at financial institution in excess of the $100,000 limit covered by the Federal Deposit Insurance Corporation.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect that the adoption of recent accounting pronouncements will have a material impact on its financial statements.
NOTE 3 ACQUISITION OF DOMAIN NAMES AND LISTINGS
On April 20, 2010, the Company secured three domain names and commenced the design and construction of its internet portal and ultimately acquiring approximately 27,000 listings and contact information for green oriented concerns offering goods and services. All domain names are fully valid and registered and construction has been completed and available at www.gogreendirectories.com
NOTE 4 COMMON STOCK
On July 31, 2009 the Company issued 5,000,000 shares of its common stock to its President and Chief Executive Officer, Lawson Kerster at a price of $0.001 per share or $5,000 in return for his time effort and expense of forming the company and keeping it in good standing.
On May 31, 2010 the Company issued 5,000,000 shares of our common stock to our Secretary/Treasurer and Chief Financial Officer, Rachael Hodyno at a price of $0.001 per share or $5,000 in return for her agreement to join our Board of Directors, become an officer of the registrant and her agreement to provide the computer and internet expertise in constructing our websites and providing the server for operation of the sites, at no charge.
On April 30, 2010 the Company issued 4,700,000 shares of our common stock to 43 US persons at a price of $0.01 per share.
On July 19, 2010 the Company issued 400,000 shares of our common stock to four US individuals (one representing a childrens Trust), at a price of $0.01 per share.
NOTE 5 GOING CONCERN
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has no sales and has incurred a net loss of $67,103 since inception. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
This Management's Discussion and Analysis or Plan of Operation (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should specifically consider various factors, including the risk factors outlined below. These factors may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
Managements discussion and Plan of Operations
We were incorporated in the State of Nevada on July 29, 2009, under the name Go Green Directories, Inc. We are a development stage company and have not commenced any operations other than initial corporate formation and capitalization, the building of a central website www.gogreendirectories.com and the acquisition of our other domain names, and the development of our business plan. It is our intention to create a web portal whereby we will serve as a listing service for anyone offering or seeking an eco-friendly product or service.
Results of Operations
FEBRUARY 29, 2012.
We have made some progress in implementing our business plan including finalization of a contract for a preliminary list of businesses and individuals offering eco-friendly goods and services. Our website, www.gogreendirectories.com is operational and our other domain names are being linked to that site.
Revenues for the period ended February 29, 2012, were $0, reflecting our start-up nature.
General and Administrative Expenses
General and administrative expenses for the period from July 29, 2009, and ending February 29, 2012, were $67,103. General and administrative expenses consisted primarily of a deposit on our domain names, consulting fees, travel expenses, and other general and administrative expenses.
Our net loss for the period ended February 29, 2012, amounted to ($67,103), reflecting our startup nature.
Management believes that the focus of our web portal should be ease of use and convenience combined with capabilities designed to personalize business transacted over the Internet and facilitate smooth, seamless linking to our listed clients. Our web portal at www.gogreendirectories.com is, as of July 29, 2011, live and undergoing final cosmetic changes. Upon obtaining adequate financing we plan to refine this portal, include additional content, and begin marketing our services. Management is of the opinion that additional financing will be very difficult to obtain until and unless we are successful on achieving acceptance status of this registration statement, are designated a symbol, commence trading and provide a potential exit strategy for investors at some time in the future.
Thus far our focus has been on the initial corporate formation and capitalization, the building of a central website, the acquisition of our domain names and the development of our business plan. We plan to focus future operations on the further development and marketing of our website. The completion of these tasks will require additional capital beyond what we currently have on hand.
Our first priority has been to establish and complete our website with our additional domain names linking back into the main site. We are continuing our research (in house and via contract) and have completed the initial compilation of a comprehensive green-business listing.
We are currently conducting our six month trial which commenced following the acceptance of our S-1 registration statement for filing, This test period consists of actual operation (the Initial Test Period), we are offering a free sample of our services and being able to demonstrate the value of those services by supplying a record of the hits on the listing and the resulting linking with the clients website. Additional revenue may be generated by display ads enhancing the listing(s). No fees will be charged for the initial listing because we believe our best sales tool will be our ability to demonstrate our effectiveness to potential clients. At the end of this six-month trial period it is our intention to contact all concerns that have attracted attention through our listing(s). Immediately following the completion of our Initial Test Period we plan, depending on the amount of capital available, to actively pursue all of our listings with the object continuing their paid presence on our website. At that time we will relate the statistical information generated by the listing. Hopefully, we will be able to convince such organizations as to the value of a Go Green listing. A listing on a continual basis will be charged a flat monthly fee plus production costs if we supply the ads.
We believe this strategy to be the best available marketing tool. For the Initial Test Period our listings will be complete and comprehensive. The numbers of listings should attract scrutiny. Any potential paying client that objects to have its product or service listed at no charge can have the listing removed simply by notifying us.
We anticipate the end of our trial period to be January 31, 2012.
On analysis of the results from the Initial Test Period it may well be necessary to switch to a billing system based on hits alone. One advantage of this plan is that after the Initial Test Period, we could retain most of the listings already up on our system and we could concentrate on upgrading listings with display ads and video for some immediate income.
For the twelve months that follow the Initial Test Period, we expect to pursue the implementation of our business plan and the development and marketing of our website. Our current cash position is not sufficient to fund our requirements during that twelve-month period, including operations and capital expenditures. We intend to seek equity and/or debt financing to support our current and proposed development plans and capital expenditures. We cannot assure that continued funding will be available.
Our future financial results will depend primarily on (1) our ability to fully implement our business plan, (2) our ability to develop our website (3) generate revenue from listings and display ads and (4) develop our brand awareness. We cannot assure that we will be successful in any of these activities.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act, as of February 29, 2012.
Based on this evaluation, our principal executive officer and principal financial officer concluded as of February 29, 2012., that our disclosure controls and procedures were not effective such that the information relating to the Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to management, including our principal executive officer/principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of FEBRUARY 29, 2012.. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Our management has concluded that, as of February 29, 2012., our internal control over financial reporting is not effective based on these criteria.
As a result of the above adjustments, the Balance Sheets, Statement of Operation and Statement of Cash Flows required adjustment to reflect previously unrecorded transactions that occurred during the period ended February 29, 2012.
A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
Specifically, management identified the following control deficiencies. (1) The Company has not properly segregated duties as one or two individuals initiate, authorize, and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding the internal control system.
The Company does not believe that this control deficiency has resulted in deficient financial reporting because the Chief Financial Officer is aware of his responsibilities under the SEC's reporting requirements and personally certifies the financial reports. (2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.
Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
Addition of Staff
We have identified that additional staff will be required to properly segment the accounting duties of the Company. However, we do not currently have resources to fulfill this part of our plan and will be addressing this matter once sufficient resources are available.
Item 6. Exhibits