Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10Q
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(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013
[ ] 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.
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(Exact name of registrant as specified in its charter)
Florida 20-1515998
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(State of Incorporation) (IRS Employer ID Number)
2820 Remington Green Circle, Tallahassee, Florida 32308
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(Address of principal executive offices)
850-597-7906
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(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 August 12, 2013, 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
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Balance Sheets - June 30, 2013 and December 31, 2012 (Audited) 1
Statements of Operations -
Three and Six months ended June 30, 2013 and 2012 and
From Inception (July 12, 2004) to June 30, 2013 2
Statements of Changes in Shareholders' Equity -
From Inception (July 12, 2004) to June 30, 2013 3
Statements of Cash Flows -
Six months ended June 30, 2013 and 2012 and
From Inception (July 12, 2004) to June 30, 2013 4
Notes to the Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
- Not Applicable
Item 4. Controls and Procedures 16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings -Not Applicable 16
Item 1A. Risk Factors - Not Applicable 16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
- Not Applicable
Item 3. Defaults Upon Senior Securities - Not Applicable 17
Item 4. Mine Safety Disclosure - Not Applicable 17
Item 5. Other Information - Not Applicable 17
Item 6. Exhibits 17
SIGNATURES 18
PART I
ITEM 1. FINANCIAL STATEMENTS
GLOBAL GREEN, INC.
(A Development Stage Company)
Consolidated Balance Sheet
June 30, 2013 and December 31, 2012
June 30, December 31, 2012
2013
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ASSETS
Current assets
Cash and cash equivalents $ 242,546 $ 4,027
Prepaid expenses 750 1,125
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Total current assets 243,296 5,152
Intangible asset, net 5,963 6,131
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Total assets $ 249,259 $ 11,283
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LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ 19,642 $ 30,180
Due to shareholders 500 500
Convertible advance- related party 300,000 -
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Total liabilities 320,142 30,680
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Shareholders' deficit:
Preferred stock; no par value; 100,000,000 - -
shares authorized; no shares outstanding at
June 30, 2013 or December 31, 2012
Common stock; $.00001 par value; 3,000,000,000 7,458 7,458
shares authorized; 745,761,432 shares issued and
outstanding at June 30, 2013 or December 31, 2012
Additional paid in capital 285,573 285,573
Deficit accumulated during the development stage (363,914) (312,428)
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Total shareholders' deficit (70,883) (19,397)
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Total liabilities and shareholders' deficit $ 249,259 $ 11,283
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See accompanying Notes to Financial Statements.
1
GLOBAL GREEN, INC.
(A Development Stage Company)
Consolidated Statement of Operations
For the Six and Three Months Ended June 30, 2013 and 2012 and For the
Period of Inception (July 12, 2004) Through June 30, 2012
(Unaudited)
Six months ended June 30, Three months ended June 30,
2013 2012 2013
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REVENUES $ - $ - $ -
-------------------- -------------------- --------------------
OPERATING EXPENSES
Testing for U.S. Department of - - -
Agriculture's approval
Professional fees 15,022 45,145 17,892
General and administrative 27,660 13,782 10,818
Consulting fees - 5,000 -
Stock transfer agent fees 1,085 882 485
Interest expense 7,500 - 3,750
Amortization 168 168 84
Bank fees 51 50 25
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Total operating expenses 51,486 65,027 33,054
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NET LOSS $ (51,486) $ (65,027) $ (33,054)
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Net loss per share applicable to common $(0.00) $ (0.00) $(0.00)
stockholders-- basic and diluted
-------------------- -------------------- --------------------
Weighted average number of shares 745,761,432 745,761,432 745,761,432
outstanding - basic and diluted
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See accompanying Notes to Financial Statements.
2
GLOBAL GREEN, INC.
(A Development Stage Company)
Consolidated Statement of Operations
For the Six and Three Months Ended June 30, 2013 and 2012 and For the
Period of Inception (July 12, 2004) Through June 30, 2012
(Unaudited)
(continued)
Three months ended June 30, Inception to June 30, 2013
2012
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REVENUES $ - $ -
-------------------- --------------------
OPERATING EXPENSES
Testing for U.S. Department of - 137,800
Agriculture's approval
Professional fees 19,841 142,024
General and administrative 11,304 57,685
Consulting fees 5,000 10,200
Stock transfer agent fees 732 7,687
Interest expense 7,500
Amortization 84 868
Bank fees 50 150
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Total operating expenses 37,011 363,914
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NET LOSS $ (37,011) $ (363,914)
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Net loss per share applicable to common $ (0.00)
stockholders-- basic and diluted
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Weighted average number of shares 745,761,432
outstanding - basic and diluted
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See accompanying Notes to Financial Statements.
3
GLOBAL GREEN, INC.
(A Development Stage Company)
Consolidated Statement of Equity
For the Period of Inception (July 12, 2004) Through June 30, 2013
(Unaudited)
Accumulated
During the Total
Common Common Additional Development Shareholders'
Shares Stock Paid in Capital Stage Deficit
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INCEPTION, July 12, 2004 - $ - $ - $ - $ -
Share issuance, September 2004 3,141,597 314 (314) - -
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BALANCE, December 31, 2004 3,141,597 314 (314) - -
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BALANCE, December 31, 2005 3,141,597 314 (314) - -
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BALANCE, December 31, 2006 3,141,597 314 (314) - -
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BALANCE, December 31, 2007 3,141,597 314 (314) - -
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BALANCE, December 31, 2008 3,141,597 314 (314) - -
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BALANCE, December 31, 2009 3,141,597 314 (314) - -
Recapitalization due to 10 to 1
stock split28,274,370 - - - - -
Stock based compensation 20,000,000 200 - - 200
Share issuance 683,097,847 6,831 - - 6,831
Net loss - - - (5,728) (5,728)
------------- --------- -------------------------- -------------
BALANCE, December 31, 2010 734,513,814 7,345 (314) (5,728) 1,303
Share issuance 11,247,618 113 285,887 - 286,000
Net loss - - - (191,800) (191,800)
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BALANCE, December 31, 2011 745,761,432 7,458 285,573 (197,528) 95,503
Net loss - - - (114,900) (114,900)
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BALANCE, December 31, 2012 745,761,432 7,458 285,573 (312,428) (19,397)
Net loss - - - (51,486) (51,486)
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BALANCE, June 30, 2013 745,761,432 $ 7,458 $ 285,573 $ (363,914) $ (70,883)
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See accompanying Financial Statements.
4
GLOBAL GREEN, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flow
For the Six Months Ended June 30, 2013 and 2012 and
For the Period of Inception (July 12, 2004) through June 30, 2013
(Unaudited)
June 30, June30, Inception to June 30,
2013 2012 2013
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (51,486) $ (65,027) $ (363,914)
Adjustments to reconcile net loss to net cash
from operating activities:
Amortization 168 168 868
Stock based compensation - - 200
Change in assets and liabilities:
Prepaid expenses 375 2,126 (750)
Accounts payable and accrued expenses (10,538) 6,095 19,642
Due to shareholders - - 500
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Net cash from operating activities (61,481) (56,638) (343,454)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from share issuance - - 286,000
Proceeds from convertible advance - 300,000 - 300,000
related party
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Net cash from financing activities 300,000 - 586,000
NET CHANGE IN CASH 238,519 (56,638) 242,546
CASH, beginning of period 4,027 103,360 -
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CASH, end of period $ 242,546 $ 46,722 $ 242,546
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SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
Common stock issued for acquisition of
Global Green International, Inc. $ - $ - $ 6,831
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See accompanying Notes to Financial Statements.
5
(A Development Stage Company)
Notes To The Consolidated Financial Statements
June 30, 2013
(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, GGII 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 Antigen and
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 GGII.
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 June 30, 2013, the
Company has incurred net losses of $363,914 since inception (July
12, 2004).
Management's plans include raising capital through the equity
markets to fund operations and eventually, the generating of
revenue through its business; however, there can be no assurance
that the Company will be successful in such activities. These
consolidated financial statements do not include any adjustments
relating to the recovery of the recorded assets or the
classifications of the liabilities that might be necessary should
the Company be unable to continue as a going concern.
6
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the
United States of America ("GAAP") on the accrual basis of
accounting. All significant intercompany accounts and
transactions have been eliminated in consolidation. The interim
financial statements reflect all adjustments, which are, in the
opinion of management, necessary in order to make the financial
statements not misleading.
Use of Estimates
The preparation of financial statements in conformity with GAAP
requires management to adopt accounting policies and make
estimates and assumptions that affect amounts reported in the
financial statements. The significant accounting policies,
estimates and related judgments underlying the Company's
financial statements are summarized below. In applying these
policies, management makes subjective judgments that frequently
require estimates about matters that are inherently uncertain.
Cash and Cash Equivalents
The Company considers all investments with a maturity date of
three months or less when purchased to be cash equivalents. There
were no cash equivalents at June 30, 2013 and December 31, 2012.
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 June 30, 2013.
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 June 30, 2013 and December 31, 2012.
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 times, the Company's cash balances may be in excess
of the FDIC limits.
7
Fair Value of Financial Instruments
The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 157 Fair Value Measurements ("SFAS 157"), superseded
by ASC 820-10, which defines fair value, establishes a framework
for measuring fair value and expands required disclosure about
fair value measurements of assets and liabilities. The impact of
adopting ASC 820-10 was not significant to the Company's
financial statements. ASC 820-10 defines fair value as the
exchange price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date.
ASC 820-10 also establishes a fair value hierarchy, which
requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair
value. The standard describes three levels of inputs that may be
used to measure fair value:
Level 1 - Valuation based on quoted market prices in active
markets for identical assets or liabilities.
Level 2 - Valuation based on quoted market prices for similar
assets and liabilities in active markets.
Level 3 - Valuation based on unobservable inputs that are
supported by little or no market activity, therefore requiring
management's best estimate of what market participants would use
as fair value.
In instances where the determination of the fair value
measurement is based on inputs from different levels of the fair
value hierarchy, the level in the fair value hierarchy within
which the entire fair value measurement falls is based on the
lowest level input that is significant to the fair value
measurement in its entirety. Our assessment of the significance
of a particular input to the fair value measurement in its
entirety requires judgment, and considers factors specific to the
asset or liability. The valuation of our derivative liability is
determined using Level 1 inputs, which consider (i) time value,
(ii) current market and (iii) contractual prices.
Fair value estimates discussed herein are based upon certain
market assumptions and pertinent information available to
management as of June 30, 2013 and December 31, 2012. The
respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values due to the short-term
nature of these instruments. These financial instruments include
cash, accounts payable, accrued expenses and advance.
Income Taxes
Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Additionally, the
recognition of future tax benefits, such as net operating loss
carryforwards, is required to the extent that realization of such
benefits is more likely than not. Deferred tax assets and
liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which the assets and
liabilities are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates
is recognized in income tax expense in the period that includes
the enactment date.
In the event the future tax consequences of differences between
the financial reporting bases and the tax bases of the Company's
assets and liabilities result in deferred tax assets, an
evaluation of the probability of being able to realize the future
benefits indicated by such asset is required. A valuation
allowance is provided for the portion of the deferred tax asset
when it is more likely than not that some or all of the deferred
tax asset will not be realized. In assessing the realizability of
the deferred tax assets, management considers the scheduled
reversals of deferred tax liabilities, projected future taxable
income, and tax planning strategies.
8
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 August 4, 2013, 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:
June 30, December 31,
2013 2012
-------------------- --------------------
License agreement $ 6,831 $ 6,831
Accumulated amortization (868) (700)
-------------------- --------------------
$ 5,963 $ 6,131
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NOTE 5 TAXES
The components of income tax expense for the periods ended are as
follows:
Inception to
June 30,
June 30, 2013 June 30, 2012 2013
------------------ ------------------- ---------------------
Current tax benefit $ (19,359) $ (24,450) $(136,833)
Change in valuation allowance 19,359 24,450 136,833
------------------ ------------------- ---------------------
$ - $ - $ -
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9
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 June
30,
2013
June 30, 2013 June 30, 2012 (Unaudited)
------------------ ------------------ --------------------
Pretax loss at federal statutory rate $ ( 17,506) $ (22,109) $ (123,733)
State income benefit, net of federal benefit (1,853) (2,341) (13,100)
Change in valuation allowance 19,359 24,450 136,833
------------------ ------------------ ------------------
$ - $ - $ -
------------------ ------------------ --------------------
The components of deferred taxes are as follows:
June 30, December 31,
2013 2012
-------------------- --------------------
Deferred income tax assets:
Operating loss carryforwards $ 136,833 $ 117,474
Less: valuation allowance (136,833) (117,474)
-------------------- --------------------
Net deferred tax asset $ - $ -
-------------------- --------------------
At June 30, 2013 and December 31, 2012, 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 June 30, 2013, the Company had net operating loss
carryforwards for tax purposes of $363,914, 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 June
30, 2013 and December 31, 2012, 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.
10
NOTE 7 RELATED PARTY TRANSACTIONS AND COMMITMENTS
On January 2013, the Company entered into a convertible advance
with the Company's Chief Executive Officer and Chairman. The
convertible advance, with a face value of $300,000, bears
interest at 5% per annum and is payable on demand. The
convertible advance is convertible, at the holder's option, into
the Company's common or preferred shares based on the value of
the shares at the execution date of the advance. The convertible
advance is valued at the greater of the face value of the advance
or the fair value of the shares, if converted. At June 30, 2013
and December 31, 2012, the convertible advance, was recorded at
$300,000 and $0, respectively. Accrued interest related to this
advance was $7,500 and $0 at June 30, 2013 and December 31, 2012,
respectively, and is included in accounts payable and accrued
expenses on the balance sheet.
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 June 30, 2013, the Company is not aware of any contingent
liabilities that should be reflected in the accompanying
financial statements.
11
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, 2012, 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 quarter ended June 30, 2013 nor the fiscal years ended December 31,
2012 and 2011. 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.
In March 2012, the Company completed its Final Efficacy Testing and submitted
the results to the USDA and are awaiting a response from the USDA. Our
continuing plan of operations will be as follows:
Milestones
3rd Quarter 2013
o Continuing Market Development.
o Manufacturing vaccine batch for the final Efficacy study.
o Perform USDA regulatory Efficacy Study and Potency Testing according
to Model Test.
4tht Quarter 2013
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.
12
1st Quarter 2014
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 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 negotiating with 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 Presentation of the data of the efficacy tests to be analyzed and send
results to the USDA for final approval.
In August 2012, the Company began a study to determine how long a chicken can be
protected against Salmonella after it begins laying eggs. If a layer hen is not
infected with the Salmonella bacteria, then neither the egg, nor the chick, when
it hatches, will have Salmonella. There is a "timelined" vaccine effect that
will be logged and sequenced during the study, beginning from a newly-hatched
chicken, to the 18-20 weeks before the chicken becomes a layer hen, and, after
that, until the end of the hen's productive life.
In January 2013, the Company entered into a convertible advance with the
Company's Chief Executive Officer and Chairman, Dr. Ghazvini. The convertible
advance with a face value of $300,000, bears interest at 5% per annum and is
payable on demand. The convertible advance is convertible, at the holder's
option, into the Company's common or preferred shares based on the value of the
shares at the execution date of the advance. At June 30, 2013, the convertible
advance was recorded at $300,000. Accrued interest related to this advance was
$7,500 at June 30, 2013 and is included in accounts payable and accrued expenses
on the balance sheet.
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.
13
RESULTS OF OPERATIONS
For the Three Months Ended June 30, 2013 Compared to the Three Months Ended June
30, 2012
During the three months ended June 30, 2013 and 2012, 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 June 30, 2013, the Company incurred operational
expenses of $33,054. During the three months ended June 30, 2012, the Company
incurred operational expenses of $37,011. The decrease of $3,957 was primarily
a result of a $5,000 decrease in consulting fees, a $1,949 decrease in
professional fees, a decrease of $486 in general and administrative expenses,
offset by a $3,750 increase in interest expense. The decrease in professional
fees was a result of the Company's completion of its successful efforts to get
its common stock listed for trading with FINRA and for holding with Depository
Trust in the early part of 2012.
During the three months ended June 30, 2013, the Company recognized a net loss
of $33,054 compared to a net loss of $37,011 during the three months ended June
30, 2012. The decrease of $3,957 was a direct result of the decrease in
operational expenses discussed above.
For the Six Months Ended June 30, 2013 Compared to the Six Months Ended June 30,
2012
During the six months ended June 30, 2013 and 2012, 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 six months ended June 30, 2013, the Company incurred operational
expenses of $51,486. During the six months ended June 30, 2012, the Company
incurred operational expenses of $65,027. The decrease of $13,541 was primarily
a result of a $5,000 decrease in consulting fees and a $30,123 decrease in
professional fees offset by an increase of $13,878 in general and administrative
expenses, and a $7,500 increase in interest expense. The decrease in
professional fees was a result of the Company's completion of its successful
efforts to get its common stock listed for trading with FINRA and for holding
with Depository Trust in the early part of 2012.
During the six months ended June 30, 2013, the Company recognized a net loss of
$51,486 compared to a net loss of $65,027 during the three months ended June 30,
2012. The decrease of $13,541 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, 2012, 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 June 30, 2013, the Company had total current assets of $243,296, consisting
of $242,546 in cash and prepaid expenses of $750 and total current liabilities
of $320,142, consisting of $19,642 in accounts payable and accrued expenses,
$500 due to shareholders and a $300,000 convertible advance to related party. At
June 30, 2013, the Company had working capital deficit of $76,846.
14
During the six months ended June 30, 2013, the Company used $61,481 in funds in
it operational activities. During the six months ended March 31, 2013, the
Company recognized a net loss of $51,486 which was adjusted for $168 in
amortization expense. During the six months ended June 30, 2012, the Company
used $56,638 in its operations, a net loss of $65,027 was adjusted for the
non-cash item of $168 in amortization expense.
During the six months ended June 30, 2013, the Company received $300,000 from
its financing activities.
In January 2013, the Company entered into a convertible advance with the
Company's Chief Executive Officer and Chairman, Dr. Ghazvini. The convertible
advance, with a face value of $300,000, bears interest at 5% per annum and is
payable on demand. The convertible advance is convertible, at the holder's
option, into the Company's common or preferred shares based on the value of the
shares at the execution date of the advance At June 30, 2013, the convertible
advance, was recorded at $300,000. Accrued interest related to this advance was
$7,500 at June 30, 2013 and is included in accounts payable and accrued expenses
on the balance sheet.
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
June 30, 2013.
15
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 June 30, 2013 or June 30, 2012.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
Disclosures Controls and Procedures
We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) and that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods required
under the SEC's rules and forms and that the information is gathered and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.
As required by SEC Rule 15d-15(b), our Chief Executive/Financial Officer carried
out an evaluation under the supervision and with the participation of our
management, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of
the period covered by this report. Based on the foregoing evaluation, our Chief
Executive Officer has concluded that our disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in our periodic SEC filings and to ensure that information required to
be disclosed in our periodic SEC filings is accumulated and communicated to our
management, including our Chief Executive Officer, to allow timely decisions
regarding required disclosure.
There was no change in our internal control over financial reporting that
occurred during the fiscal quarter ended June 30, 2013, 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.
16
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the period of April 1, 2013 through June 30, 2013, the Company did not
make any issuances of its equity securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable.
ITEM 5. OTHER INFORMATION
NONE.
ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this
Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.
Exhibit 31.1 Certification of Chief Executive and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act
Exhibit 32.1 Certification of Principal Executive and Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act
Exhibit 101.INS XBRL Instance Document
Exhibit 101.SCH XBRL Taxonomy Extension Schema Document (1)
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (1)
Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document (1)
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document (1)
Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (1)
(1) Pursuant to Rule 406T of Regulation S-T, this interactive data file is
deemed not filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed
not filed for purposes of Section 18 of the Securities Exchange Act of
1934, and otherwise is not subject to liability under these sections.
17
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: August 9, 2013 By:/s/Dr. Mehran P. Ghazvini
----------------------------------------
Dr. Mehran P. Ghazvini, DC
(Principal Executive Officer,
Chief Financial Officer and Principal
Accounting Officer)
18
