United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE YEAR ENDED JUNE 30, 2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Year ended June 30, 2011
Commission file number: 000-54134
ECOGLOBAL HOLDINGS CORPORATION
(Name of Small Business Issuer in its charter)
Wisconsin 27-2990368
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
The John Hancock Center
Suite 3100
Chicago, Illinois 60611
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (312)-794-7813
Securities registered under Section 12(b) of the Act:
None
Securities registered under Section 12(g) of the Act:
Common Stock
(Title of class)
Smaller reporting company
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Number of oustanding shares of the registrant's no-par-value common
stock as of August 25, 2011: 2,000,000
FORWARD LOOKING STATEMENTS
THIS FORM 10-12G AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME
BY ECOGLOBAL HOLDINGS CORPORATON, (HEREINAFTER REFERRED TO AS "ECOGLOBAL"
AND/OR "COMPANY") OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH
MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING
OF THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934.
THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR
CURRENT EXPECTATIONS OF EcoGlobal AND MEMBERS OF ITS MANAGEMENT TEAM
AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED. PROSPECTIVE
INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE
NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES,
AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY
SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO
UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED
ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO
FUTURE OPERATING RESULTS OVER TIME.
Page 1
TABLE OF CONTENTS
PAGE
ITEM 1 BUSINESS..............................................3
ITEM 1A. RISK FACTORS.........................................14
ITEM 1B. UNRESOLVED STAFF COMMENTS............................15
ITEM 2. PROPERTIES...........................................15
ITEM 3. LEGAL PROCEEDINGS....................................15
ITEM 4. (Removed and Reserved)..............................15
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES....................................15
ITEM 6. SELECTED FINANCIAL DATA...............................16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS..................16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.........F-1
AUDITOR'S REPORT.............................................F-1
BALANCE SHEETS...............................................F-2
STATEMENT OF OPERATIONS......................................F-3
STATEMENT OF STOCKHOLDERS' EQUITY............................F-4
STATEMENTS OF CASHFLOWS......................................F-5
NOTES TO FINANCIAL STATEMENTS................................F-6
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE..................22
ITEM 9A. CONTROLS AND PROCEDURES..............................22
ITEM 9B. OTHER INFORMATION....................................23
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS and CORPORATE
GOVERNANCE..........................................23
ITEM 11. EXECUTIVE COMPENSATION...............................24
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT...............................25
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE...........................26
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES..............27
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.............29
PAGE 2
ITEM 1 BUSINESS
The Company is what is classified as a "blank-check" company, sometimes
referred to as a "shell" company. It is a legally formed entity that is
designed to facilitate transactions with and for other corporations that
have ongoing operations, but may not have, in the past, structured their
corporate formation to facilitate the eventual trading of their stock. As
a "blank-check" corporation, the Company may present an advantageous
merger candidate, as it has already established an identity with the
S.E.C.in the form of a reporting history.
Blank check companies may offer alternative routes to "go public" for
smaller cap companies than a more costly initial public offering (IPO).
Companies that can afford an IPO may well find that route to be more
advantageous, as it is a process that can raise a large amount of
capital in a relatively short amount of time. Also, the forms necessary
for a company to trade publicly upon merging with a shell may present
a more onerous filing burden than the Form S-1 filed preceding an IPO.
Certain disadvantages are inherent in becoming a public company, and
these should be carefully considered by any business considering a
possible business combination with the Company. Immediately upon
consummation of a merger with the Company, the surviving entity would
be subject to all of the reporting requirements of the '33 and '34
Acts. Additionally, management would assume certain fiduciary duties
with respect to shareholders and the public, including, but not limited
to; the timely disclosure of all material information regarding the
company that might bear upon the consideration of the Company's stock
as a suitable investment; the duties of care and loyalty in the conducting
of the Company's business; and the duty not to misappropriate corporate
opportunities.
Prior to entering into a business combination, the company will fulfill
the reporting requirements of the 1934 Act through the services of
its President and General Counsel. Gerard Werner is currently
President and Director of the Company, and, at present, is the sole
Officer and Director. The Company has selected June 30 as its fiscal
year end.
History and Operations
The Company was incorporated under the laws of the State of
Wisconsin on July 23, 2009, and is in the early developmental and
promotional stages. To date the Company's only activities have been
organizational ones, directed at developing its business plan and
raising its initial capital. The Company has not commenced any
commercial operations. The Company has no full-time employees and
owns no real estate.
Regulation of "Blank Check" Companies
The proposed business activities described herein classify the Company
as a "blank check" or "shell company" whose sole purpose at this time is
to locate and consummate a merger or acquisition with a private entity.
Many states have enacted statutes, rules and regulations limiting the sale
of securities of "blank check" companies in their respective jurisdictions.
Management does not believe it will undertake any efforts to cause a market
to develop in the Company's securities until such time as the Company has
successfully implemented its business plan described herein. However,
if the Company intends to facilitate the eventual creation of a public
trading market in its outstanding securities, it must consider that the
Company's securities, when available for trading, will be subject to a
Securities and Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers who sell such securities to persons other
than established customers or accredited investors.
Page 3
Regulation of "blank check" companies by the State of Wisconsin
mirrors, to a large extent, the regulation thereof by the S.E.C.
The State of Wisconsin has adopted legislation based upon Section
21E of The Securities Act of 1933. The Act provides a safe harbor for
issuers regarding certain forward-looking statements, but specifically
excludes from the safe harbor issuers making statements in connection with
an offering of securities of a blank check company.
Shareholders should be aware that, according to Securities and
Exchange Commission Release No. 34-29093, the market for penny
stocks has suffered in recent years from patterns of fraud and abuse.
Such patterns include (i) control of the market for the security by one
or a few broker-dealers that are often related to the promoter or issuer;
(ii) manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differentials and markups by selling broker-
dealers; and (v) the wholesale dumping of the same securities by
promoters and broker-dealers after prices have been manipulated to a
desired level, along with the resulting inevitable collapse of those
prices and with consequent investor losses. The Company's
management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to
be in a position to dictate the behavior of the market or of broker-
dealers who participate in the market, management will strive within
the confines of practical limitations to prevent the described patterns
from being established with respect to the Company's securities.
As part of its business plan, this Company is filing this
registration statement on Form 10 on a voluntary basis in order to become
a "public" company by virtue of being subject to the reporting requirements
of theSecurities Exchange Act of 1934.
Search for Business Opportunity
The Company's business plan is to seek, investigate, and, if
warranted, acquire or enter into a business combination with one or more
properties or businesses, and to pursue other related activities intended
to enhance shareholder value.
The Company's focus, in respect to these plans, is to pursue business
opportunities in the burgeoning alternative-energy-sector.
The Company believes that there is a rapidly expanding economy in
environmentally-friendly businesses, and that pursuing business
opportunities in the environmental, or "green", sector is a potentially
lucrative strategy.
PAGE 4
The acquisition of a business opportunity may be made by purchase,
merger, exchange of stock, or otherwise, and may encompass assets
or a business entity, such as a corporation, joint venture, or
partnership. The Company has very limited capital, and it is unlikely
that the Company will be able to take advantage of more than one
such business opportunity. The Company intends to seek
opportunities demonstrating the potential of long-term growth as
opposed to short-term earnings.
At the present time the Company has not identified any business
opportunity that it plans to pursue, nor has the Company reached
any agreement or definitive understanding with any person concerning
an acquisition. The Company's officer and director has previously
been involved in transactions involving a merger between an
established company and a shell entity, and has a number of contacts
within the fields of corporate finance and alternative energy/
reforestation. As a result, he has had preliminary contacts with
representatives of numerous companiesconcerning the general
possibility of a merger or acquisition by a shell company. However,
none of these preliminary contacts or discussions involved the
possibility of a merger or acquisition transaction with the Company.
It is anticipated that the Company's officer and director may
contact broker-dealers and other persons with whom he is acquainted
who are involved in corporate finance matters to advise them of the
Company's existence and to determine if any companies or businesses
they represent have an interest in considering a merger or acquisition
with the Company. No assurance can be given that the Company will
be successful in finding or acquiring a desirable business opportunity,
given the limited funds that are expected to be available for
acquisitions, or that any acquisition that occurs will be on terms that
ultimately prove to be favorable to the Company or its stockholders.
The Company's search will be directed toward small and
medium-sized enterprises which have a desire to become public
corporations and appear to have the growth-potential to work towards
being able to satisfy the minimum asset requirements in order to qualify
shares for trading on NASDAQ or another stock exchange (See "Investigation
and Selection of Business Opportunities"). The Company anticipates that
the business opportunities presented to it will (i) be recently organized
with no operating history, or a history of losses attributable to
under-capitalization or other factors; (ii) be experiencing financial or
operating difficulties; (iii) be in need of funds to develop a new
product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept; or (v) have a
combination of the characteristics mentioned in (i) through (iv). The
Company intends to concentrate its acquisition efforts on properties or
businesses that it believes to be undervalued. Given the above factors,
investors should expect that any acquisition candidate may have a
history of losses or low profitability.
Page 5
The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry,
and may, therefore, engage in essentially any business, to the extent
of its limited resources. This includes industries such as service,
finance, natural resources, manufacturing, high technology, product
development, medical, communications and others. The Company's
discretion in the selection of business opportunities is substantial,
subject to the availability of such opportunities, economic conditions,
and other factors.
Potential Consequences of Business Combination
As a consequence of the registration of its securities, any
entity which has an interest in being acquired by, or merging into the
Company, is expected to be an entity that desires to become a public
company and establish a public trading market for its securities. In
connection with such a merger or acquisition, it is highly likely that
an amount of stock constituting control of the Company would be
issued by the Company or purchased from the current principal
shareholders of the Company by the acquiring entity or its affiliates.
If stock is purchased from the current shareholders, the transaction
is very likely to result in substantial gains to them relative to their
purchase price for such stock.
In the Company's judgment, it is possible that its officer and
directors could be deemed an "underwriter" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended. The finding,
under the revised Rule 144, that the Company's principal shareholder
is an underwriter by virtue of transferring his stock in a private
transaction, would set up additional obstacles to the public trading
of that stock in the future. Also, the sale of a controlling interest
by certain principal shareholders of the Company could occur at a time
when the other shareholders of the Company remain subject to
restrictions on the transfer of their shares.
Depending upon the nature of the transaction, the current
officer and director of the Company may resign his management
positions with the Company in connection with the Company's
acquisition of a business opportunity. See "Form of Acquisition,"
below, and "Risk Factors - The Company - Lack of Continuity in
Management." In the event of such a resignation, the Company's
current management would not have any control over the conduct of
the Company's business following the Company's combination with
a business opportunity.
It is anticipated that business opportunities will come to the
Company's attention from various sources, including its officer and
director, its other stockholders, professional advisors such as
attorneys and accountants, securities broker-dealers, venture
capitalists, members of the financial community, and others who may
present unsolicited proposals. The Company has no plans,
understandings, agreements, or commitments with any individual for
such person to act as a finder of opportunities for the Company.
Page 7
The Company does not foresee that it would enter into a
merger or acquisition transaction with any business with which its
officer or director is currently affiliated. Should the Company
determine in the future, contrary to the foregoing expectations, that
a transaction with an affiliate would be in the best interests of the
Company and its stockholders, the Company is in general permitted
by Wisconsin law to enter into such a transaction if:
1. The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed or
are known to the Board of Directors, and the Board in good
faith authorizes the contract or transaction by the affirmative
vote of a majority of the disinterested directors, even though
the disinterested directors constitute less than a quorum; or
2. The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith
by vote of the stockholders; or
3. The contract or transaction is fair as to the Company as of the
time it is authorized, approved or ratified, by the Board of
Directors or the stockholders.
Investigation and Selection of Business Opportunities
To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality
of the other company's management and personnel, the anticipated
acceptability of new products or marketing concepts, the merit of
technological changes, the perceived benefit the company will derive
from becoming a publicly held entity, and numerous other factors
which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is antici-
pated that the historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future
because of the possible need to shift marketing approaches
substantially, expand significantly, change product emphasis, change
or substantially augment management, or make other changes. The
Company will be dependent upon the owners of a business opportunity
to identify any such problems which may exist and to implement, or
be primarily responsible for the implementation of, required changes.
Page 8
It is emphasized that management of the Company may effect
transactions having a potentially adverse impact upon the Company's
shareholders pursuant to the authority and discretion of the Company's
management to complete acquisitions without submitting any proposal
to the stockholders for their consideration. Holders of the Company's
securities should not anticipate that the Company necessarily will
furnish such holders, prior to any merger or acquisition, with financial
statements, or any other documentation, concerning a target company
or its business. In some instances, however, the proposed participation
in a business opportunity may be submitted to the stockholders for
their consideration, either voluntarily by such directors to seek the
stockholders' advice and consent or because state law so requires.
The analysis of business opportunities will be undertaken by or under
the supervision of the Company's President, who is not a professional
business analyst. See "Management." Since Company management has
no current plans to use any outside consultants or advisors to assist in
the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the
criteria to be used in selecting such consultants or advisors, the
services to be provided, the term of service, or regarding the total
amount of fees that may be paid.
The Company anticipates that it will consider, among other things,
the following factors:
1. Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;
2. The Company's perception of how any particular business
opportunity will be received by the investment community and
by the Company's stockholders;
3. Whether, following the business combination, the financial
condition of the business opportunity would be, or would have
a significant prospect in the foreseeable future of becoming
sufficient to enable the securities of the Company to qualify
for listing on a national stock exchange, such as NASDAQ.
See "Risk Factors - The Company - Regulation of Penny Stocks."
4. Capital requirements and anticipated availability of required
funds, to be provided by the Company or from operations,
through the sale of additional securities, through joint ventures
or similar arrangements, or from other sources;
5. The extent to which the business opportunity can be advanced;
6. Competitive position as compared to other companies of
similar size and experience within the industry segment as
well as within the industry as a whole;
7. Strength and diversity of existing management, or management
prospects that are scheduled for recruitment;
8. The cost of participation by the Company as compared to the
perceived tangible and intangible values and potential; and
9. The accessibility of required management expertise, personnel,
raw materials, services, professional assistance, and other
required items.
In regard to the possibility that the shares of the Company
would qualify for listing on NASDAQ, the current standards include
the requirements that the issuer of the securities that are sought to be
listed have total pretax earnings over the last three years of at least
$11 million, and in the prior two years of at least $2.2 million.
Many, and perhaps most, of the business opportunities that might be
potential candidates for a combination with the Company would not satisfy
the NASDAQ listing criteria.
Page 9
No one of the factors described above will be controlling in
the selection of a business opportunity, and management will attempt
to analyze all factors appropriate to each opportunity and make a
determination based upon reasonable investigative measures and
available data. Potentially available business opportunities may occur
in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of the Company's
limited capital available for investigation and management's limited
experience in business analysis, the Company may not discover or
adequately evaluate adverse facts about the opportunity to be acquired.
The Company is unable to predict when it may participate in
a business opportunity. It expects, however, that the analysis of
specific proposals and the selection of a business opportunity may take
several months or more.
Prior to making a decision to participate in a business
opportunity, the Company will generally request that it be provided
with written materials regarding the business opportunity containing
such items as a description of products, services and company history;
management resumes; financial information; available projections, with
related assumptions upon which they are based; an explanation of
proprietary products and services; evidence of existing patents,
trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions
between such company and its affiliates during relevant periods; a
description of present and required facilities; an analysis of risks and
competitive conditions; a financial plan of operation and estimated
capital requirements; audited financial statements, or if they are not
available, unaudited financial statements, together with reasonable
assurances that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 60 days
following completion of a merger transaction; and other information
deemed relevant.
As part of the Company's investigation, the Company's
executive officer and director may meet personally with management
and key personnel, may visit and inspect material facilities, obtain
independent analysis or verification of certain information provided,
check references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. There will
be no loan agreements or understandings between the Company
and third parties.
Company management believes that various types of potential
merger or acquisition candidates might find a business combination
with the Company to be attractive. These include acquisition
candidates desiring to create a public market for their shares in order
to enhance liquidity for current shareholders, acquisition candidates
which have long-term plans for raising capital through the public sale
of securities and believe that the possible prior existence of a public
market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be of
assistance in that process. Acquisition candidates which have a need
for an immediate cash infusion are not likely to find a potential
business combination with the Company to be an attractive alternative.
Page 10
Form of Acquisition
It is impossible to predict the manner in which the Company
may participate in a business opportunity. Specific business
opportunities will be reviewed as well as the respective needs and
des ires of the Company and the promoters of the opportunity and, upon
thebasis of that review and the relative negotiating strength of the
Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may
include, but is not limited to leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements. The
Company may act directly or indirectly through an interest in a
partnership, corporation or other form of organization. Implementing
such structure may require the merger, consolidation or reorganization
of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the
Company would be the surviving entity. In addition, the present
management and stockholders of the Company most likely will not
have control of a majority of the voting shares of the Company
following a reorganization transaction. As part of such a transaction,
the Company's existing directors may resign and new directors may
be appointed without any vote by stockholders.
Depending on the nature of the business combination entered
into, it is possible that management will receive favorable terms
of exchange with the target company that will not be available to
other shareholders. Also, in the event that a merger with
another corporation is contemplated, the Company would be obligated,
pursuant to Wis. Stat. s. 180.1103(2) to provide notice to its
shareholders, and submit the matter to a vote (Wis. Stat.
s. 180.1103(3)) for shareholder approval; this could be a simple
formality however, as the sole officer and director currently
owns a controlling interest in the Company.
Management may actively negotiate or otherwise consent to the
purchase of any portion of their common shares as a condition to or
in connection with a proposed merger or acquisition transaction.
It is emphasized that management of the Company may effect
transactions having a potentially adverse impact upon the Company's
shareholders pursuant to the authority and discretion of the Company's
management to complete acquisitions without submitting any proposal
to the stockholders for their consideration. Holders of the Company's
securities should not anticipate that the Company necessarily will
furnish such holders, prior to any merger or acquisition, with financial
statements, or any other documentation, concerning a target company
or its business. In some instances, however, the proposed participation
in a business opportunity may be submitted to the stockholders for
their consideration, either voluntarily by such directors to seek the
stockholders' advice and consent or because state law so requires.
Existing shareholders of the company may suffer significant
dilution to their ownership percentage of the company, insofar as
the business combination entered into may involve the issuance of
a large number of authorized but unissued shares to the target
company. Also, depending on the nature of the business combination,
existing shareholders may incur taxable capital gains as a result
thereof.
It is likely that the Company will acquire its participation in
a business opportunity through the issuance of Common Stock or
other securities of the Company. Although the terms of any such
transaction cannot be predicted, it should be noted that in certain
circumstances the criteria for determining whether or not an acquisition
is a so-called "tax free" reorganization under the Internal Revenue
Code of 1986, depends upon the issuance to the stockholders of the
acquired company of a controlling interest (i.e. 80% or more) of the
common stock of the combined entities immediately following the
reorganization. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under
the Internal Revenue Code, the Company's current stockholders would
retain in the aggregate 20% or less of the total issued and outstanding
shares. This could result in substantial additional dilution in the
equity of those who were stockholders of the Company prior to such
reorganization. Any such issuance of additional shares might also be
done simultaneously with a sale or transfer of shares representing a
controlling interest in the Company by the current officer, director
and principal shareholders. (See "Description of Business - General").
Page 11
It is anticipated that any new securities issued in any
reorganization would be issued in reliance upon exemptions, if any are
available, from registration under applicable federal and state securities
laws. In some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities either
at the time the transaction is consummated, or under certain conditions
or at specified times thereafter. The issuance of substantial additional
securities and their potential sale into any trading market that might
develop in the Company's securities may have a depressive effect
upon such market.
Operating within the parameters of Rule 145 of the Securities Act
of 1933 (the "Act"), the Company may attempt to rely on any of the
following exemptions from registration under the Act:
1. Section 4(2) of the Act;
2. Section 4(6) of the Act;
3. Section 3(a)1/ Rule 147 of the Act;
4. Section 3(a)(10) of the Act;
5. Rule 504, Regulation D of the Act;
6. Rule 505, Regulation D of the Act; and
7. Rule 506, Regulation D of the Act.
The Company will participate in a business opportunity only
after the negotiation and execution of a written agreement. Although
the terms of such agreement cannot be predicted, generally such an
agreement would require specific representations and warranties by all
of the parties thereto, specify certain events of default, detail the terms
of closing and the conditions which must be satisfied by each of the
parties thereto prior to such closing, outline the manner of bearing
costs if the transaction is not closed, set forth remedies upon default,
and include miscellaneous other terms
As a general matter, the Company anticipates that it, and/or its
officer and principal shareholders will enter into a letter of intent
with the management, principals or owners of a prospective business
opportunity prior to signing a binding agreement. Such a letter of
intent will set forth the terms of the proposed acquisition but will not
bind any of the parties to consummate the transaction. Execution of
a letter of intent will by no means indicate that consummation of an
acquisition is probable. Neither the Company nor any of the other
parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement concerning the ac-
quisition as described in the preceding paragraph is executed. Even
after a definitive agreement is executed, it is possible that the
acquisition would not be consummated should any party elect to
exercise any right provided in the agreement to terminate it on
specified grounds.
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for
accountants, attorneys and others. If a decision is made not to
participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable.
Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate
future time may make it impossible to procure goods and services.
Page 12
Investment Company Act and Other Regulation
The Company may participate in a business opportunity by
purchasing, trading or selling the securities of such business. The
Company does not, however, intend to engage primarily in such
activities. Specifically, the Company intends to conduct its activities
so as to avoid being classified as an "investment company" under the
Investment Company Act of 1940 (the "Investment Act"), and
therefore to avoid application of the costly and restrictive
registration and other provisions of the Investment Act, and the
regulations promulgated thereunder.
Section 3(a) of the Investment Act contains the definition of
an "investment company," and it excludes any entity that does not
engage primarily in the business of investing, reinvesting or trading in
securities, or that does not engage in the business of investing,
owning, holding or trading "investment securities" (defined as "all
securities other than government securities or securities of
majority-owned subsidiaries") the value of which exceeds 40% of the
value of its total assets (excluding government securities, cash or cash
items). The Company intends to implement its business plan in a
manner which will result in the availability of this exception from the
definition of "investment company." Consequently, the Company's
participation in a business or opportunity through the purchase and
sale of investment securities will be limited.
The Company's plan of business may involve changes in its
capital structure, management, control and business, especially if it
consummates a reorganization as discussed above. Each of these areas
is regulated by the Investment Act, in order to protect purchasers of
investment company securities. Since the Company will not register
as an investment company, stockholders will not be afforded these
protections.
The SEC, in a letter to the NASD has taken the position that in
some instances "both before and after the business combination or
transactions with an operating entity or other person, the promoters or
affiliates of blank check companies, as well as their transferees are
'underwriters' of the securities issued". If that determination were
made with regards to the Company and its shareholders, Rule 144
transactions might be precluded.
Any securities which the Company might acquire in exchange
for its Common Stock will be "restricted securities" within the
meaning of the Securities Act of 1933, as amended (the "Act"). If the
Company elects to resell such securities, such sale cannot proceed
unless a registration statement has been declared effective by the
Securities and Exchange Commission or an exemption from
registration is available. Section 4(1) of the Act, which exempts sales
of securities not involving a distribution, would in all likelihood be
available to permit a private sale. Although the plan of operation does
not contemplate resale of securities acquired, if such a sale were to be
necessary, the Company would be required to comply with the
provisions of the Act to effect such resale.
An acquisition made by the Company may be in an industry
which is regulated or licensed by federal, state or local authorities.
Compliance with such regulations can be expected to be a
time-consuming and expensive process.
Page 13
Competition
The Company expects to encounter substantial competition in
its efforts to locate attractive opportunities, primarily from business
development companies, venture capital partnerships and corporations,
venture capital affiliates of large industrial and financial companies,
small investment companies, and wealthy individuals. Many of these
entities will have significantly greater experience, resources and
managerial capabilities than the Company and will therefore be in a
better position than the Company to obtain access to attractive
business opportunities. The Company also will experience competition
from other public "blind pool" companies, many of which may have
more funds available than does the Company.
Administrative Offices
The Company currently maintains a mailing address at The John Hancock
Center, Suite 3100, Chicago, IL 60611. The Company's telephone number is
(312)-794-7813. Other than this mailing address, the Company does not
currently maintain any other office facilities, and does not anticipate
the need for maintaining office facilities at any time in the foreseeable
future. The Company pays no rent or other fees for the use of this mailing
address.
Employees
The Company is a development stage company and currently has no
employees. Management of the Company expects to use consultants, attorneys
and accountants as necessary, and does not anticipate a need to engage any
full-time employees so long as it is seeking and evaluating business
opportunities. The need for employees and their availability will be
addressed in connection with the decision whether or not to acquire or
participate in specific business opportunities. Although there is no current
plan with respect to its benefit of, the Company's officer prior to, or in
conjunction with, the completion of a business acquisition. The Company's
officer has accepted common stock for services rendered for consulting,
organizing the corporation, seeking merger candidates and evaluating these
candidates. See "Executive Compensation" and under "Certain Relationships
and Related Transactions."
ITEM 1A. RISK FACTORS
As a smaller reporting company, the Company is not required to
include the disclosure under this item.
PAGE 14
ITEM 1B. UNRESOLVED STAFF COMMENTS
As a smaller reporting company, the Company is not required to
include the disclosure under this item.
ITEM 2. PROPERTIES
The Company does not currently maintain an office or any
other facilities. It does currently maintain a mailing address at
The John Hancock Center, Suite 3100, Chicago, IL 60611, which is
the mailing address of its legal counsel. The Company pays no
rent for the use of this mailing address. The Company does not
believe that it will need to maintain an office at any time in the
foreseeable future in order to carry out its plan of operations
described herein. The Company's telephone number is (312)-794-7813.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated.
No director, officer or affiliate of the Company, and no owner
of record or beneficial owner of more than 5.0% of the securities of
the Company, or any associate of any such director, officer or security
holder is a party adverse to the Company or has a material interest
adverse to the Company in reference to pending litigation.
ITEM 4. (Removed and Reserved)
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Not applicable
.
PAGE 15
ITEM 6. SELECTED FINANCIAL DATA.
Not applicable
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS.
General
The Registrant intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues, in exchange for its
securities. The Registrant has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition. None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other
company regarding the possibility of an acquisition or merger between the
Company and such other company as of the date of this Form 10-K.
In the event that the company does identify a merger candidate, and
execute a merger agreement, a Form 8-K including audited financial statements
must be filed with the Commission within 4 (four) days of the closing of the
transaction.
Page 16
The Company has, and will continue to have, little capital with which to
provide the owners of business opportunities with any significant cash or
other assets. However, management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with the acquisition of a business opportunity, including
the costs of preparing Form 8-K's, 10-Q's and 10-K's , agreements and related
reports and documents. The Securities Exchange Act of 1934 (the "34 Act"),
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying
with the 34 Act. Nevertheless, the officer and director of the Company has
not conducted market research and is not aware of statistical data which
would support the perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.
The Company will not acquire or merge with any entity which cannot
provide independent audited financial statements within the requisite period
of time after closing of the proposed transaction. The Company is subject to
all of the reporting requirements included in the 34 Act. Included in these
requirements is the affirmative duty of the Company to file independent
audited financial statements as part of its Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as the Company's audited financial statements included
in its annual report on Form 10-K. If such audited financial statements are
not available at closing, or within time parameters necessary to insure the
Company's compliance with the requirements of the 34 Act, or if the audited
financial statements provided do not conform to the representations made by
the candidate to be acquired in the closingdocuments, the closing documents
may provide that the proposed transaction will be voidable, at the
discretion of the present management of the Company.
The Company's officers and shareholders have verbally agreed that they
will advance to the Company certain additional funds which the Company needs
for operating capital and for costs in connection with searching for or
completing an acquisition or merger. These will primarily consist of
services rendered by the Company's directors, specifically S.E.C. compliance
and the due diligence required as a condition precedent to any business
combination. These persons have also agreed that such advances will be made
interest free without expectation of repayment unless the owners of the
business which the Company acquires or merges with agree to repay all or a
portion of such advances. Such repayment will in no way be a condition to
the selection of a target company. The Company will not borrow any funds
from anyone other than its current shareholders for the purpose of repaying
advances made by the shareholders, and the Company will not borrow any funds
to make any payments to the Company's promoters, management or their
affiliates or associates.
PAGE 17
Liquidity and Capital Resources
The Company remains in the development stage and, since
inception, has experienced no significant change in liquidity or capital
resources or stockholder's equity. The Company's balance sheet as of
June 30, 2011, reflects a current asset value of $28,212 (consisting
of cash), and a total asset value of $28,212.
The Company will carry out its plan of business as discussed
above. The Company cannot predict to what extent its liquidity and
capital resources will be diminished prior to the consummation of a
business combination or whether its capital will be further depleted by
the operating losses (if any) of the business entity which the Company
may eventually acquire.
Results of Operations
During the period from July 23, 2009 (inception) through
June 30, 2011, the Company has engaged in no significant
operations other than organizational activities, acquisition of capital
($50,000) and preparation for registration of its securities under the
Securities Exchange Act of 1934, as amended. No revenues were received
by the Company during this period. Total expenses were $27,538 using
$21,788 in cash.
For the current fiscal year, the Company anticipates incurring
a loss as a result of organizational expenses, expenses associated with
registration under the Securities Exchange Act of 1934, and expenses
associated with locating and evaluating acquisition candidates. The
Company anticipates that until a business combination is completed
with an acquisition candidate, it will not generate revenues other than
interest income, and may continue to operate at a loss after completing
a business combination, depending upon the performance of the
acquired business.
Basis of Reporting
The Company's financial statements are presented on a going concern basis,
which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business.
The Company has experienced a loss from operations as a result of its
investment necessary to achieve its operating plan, which is long-range
in nature.
PAGE 18
The Company's ability to continue as a going concern is contingent
upon its ability to secure additional financing, increase ownership
equity and develop profitable operations. In addition, the Company's
ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered by
entrance into established markets and the competitive environment in
which the Company operates.
The Company is pursuing financing for its operations and seeking
additional private investments. In addition, the Company is seeking to
find a merger candidate. Failure to secure such financing or to raise
additional equity capital or to locate a merger candidate may result in
the Company having to discontinue its operations.
The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets
or the amounts and classification of liabilities that may result
from the possible inability of the Company to continue as a going concern.
Need for Additional Financing
The Company believes that its existing capital will be
sufficient to meet the Company's cash needs, including the costs of
compliance with the continuing reporting requirements of the
Securities Exchange Act of 1934, as amended, for a period of
approximately one year. Accordingly, in the event the Company is
able to complete a business combination during this period, it
anticipates that its existing capital will be sufficient to allow it
to accomplish the goal of completing a business combination. There is
no assurance, however, that the available funds will ultimately prove
to be adequate to allow it to complete a business combination, and
once a business combination is completed, the Company's needs for
additional financing are likely to increase substantially.
Page 19
NEW ACCOUNTING PRONOUNCEMENTS
Management does not believe that any recently issued accounting
pronouncements will have a material impact on its financial statements.
Federal Income Tax Aspects of Investment in the Company
The discussion contained herein has been prepared by the
Company and is based on existing law as contained in the Code,
amended United States Treasury Regulations ("Treasury
Regulations"), administrative rulings and court decisions as of the
date of this Registration Statement. No assurance can be given
that future legislative enactments, administrative rulings or court
decisions will not modify the legal basis for statements contained
in this discussion. Any such development may be applied
retroactively to transactions completed prior to the date thereof,
and could contain provisions having an adverse affect upon the
Company and the holders of the Common Stock. In addition, several
of the issues dealt with in this summary are the subject of
proposed and temporary Treasury Regulations. No assurance can be
given that these regulations will be finally adopted in their
present form.
Basis in Common Stock
The tax basis that a Shareholder will have in his Common Stock
will equal his cost in acquiring his Common Stock. If a
Shareholder acquires Common Stock at different times or at
different prices, he must maintain records of those transactions so
that he can accurately report gain or loss realized upon
disposition of the Common Stock.
Dividends on Common Stock
Distributions made by the Company with respect to the Common
Stock will be characterized as dividends that are taxable as
ordinary income to the extent of the Company's current or
accumulated earnings and profits ("earnings and profits"), if any,
as determined for U.S. federal income tax purposes. To the extent
that a distribution on the Common Stock exceeds the holder's
allocable share of the Company's earnings and profits, such
distribution will be treated first as a return of capital that will
reduce the holder's adjusted tax basis in such Common Stock, and
then as taxable gain to the extent the distribution exceeds the
holder's adjusted tax basis in such Common Stock. The gain will
generally be taxed as a long-term capital gain if the holder's
holding period for the Common Stock is more than one year.
The availability of earnings and profits in future years will
depend on future profits and losses which cannot be accurately
predicted. Thus, there can be no assurance that all or any portion
of a distribution on the Common Stock will be characterized as a
dividend for general income tax purposes. Corporate shareholders
will not be entitled to claim the dividends received deduction with
respect to distributions that do not qualify as dividends. See the
discussion regarding the dividends received deduction below.
PAGE 20
Redemption of Common Stock
The Company does not have the right to redeem any Common
Stock. However, any redemption of Common Stock, with the consent
of the holder, will be a taxable event to the redeemed holder.
The Company does not believe that the Common Stock will be
treated as debt for federal income tax purposes. However, in the
event that the Common Stock is treated as debt for federal tax
purposes, a holder generally will recognize gain or loss upon the
redemption of the Common Stock measured by the difference between
the amount of cash or the fair market value of property received
and the holder's tax basis in the redeemed Common Stock. To the
extent the cash or property received are attributable to accrued
interest, the holder may recognize ordinary income rather than
capital gain. Characterization of the Common Stock as debt would
also cause a variety of other tax implications, some of which may
be detrimental to either the holders, the Company, or both
(including, for example, original issue discount treatment to the
Investors). Potential Investors should consult their tax advisors
as to the various ramifications of debt characterization for
federal income tax purposes.
Other Disposition of the Common Stock
Upon the sale or exchange of shares of Common Stock, to or
with a person other than the Company, a holder will recognize
capital gain or loss equal to the difference between the amount
realized on such sale or exchange and the holder's adjusted basis
in such stock. Any capital gain or loss recognized will generally
be treated as a long-term capital gain or loss if the holder held
such stock for more than one year. For this purpose, the period
for which the Common Stock was held would be included in the
holding period of the Common Stock received upon a conversion.
State, Local and Foreign Taxes
In addition to the federal income tax consequences described
above, prospective investors should consider potential state, local
and foreign tax consequences of an investment in the Common Stock.
PAGE 21
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
EcoGlobal Holdings Corporation
(A Development Stage Company)
We have audited the accompanying balance sheets of EcoGlobal Holdings
Corporation (a development stage Company) as of June 30, 2011 and 2010,
and the related statements of operations, stockholders' equity, and
cash flows for the year ended June 30, 2011, the period
from inception (July 23, 2009) to June 30,2010, and the period
from inception (July 23, 2009) to June 30, 2011. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our
audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing, the
accounting principles used and significant estimates by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of EcoGlobal Holdings
Corporation as of June 30, 2011 and 2010, and the results of its operations,
and its cash flows for the year ended June 30, 2011, the period
from inception (July 23, 2009) to June 30, 2010, and the
period from inception (July 23, 2009) to June 30, 2011, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has incurred significant losses from
operations and has working capital and stockholder deficiencies. These
factors raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to this matter are also
discussed in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Kingery & Crouse PA
Tampa, Florida
July 31, 2011
PAGE F-1
EcoGlobal Holdings Corporation
(A Development Stage Company)
Balance Sheets
June 30, June 30,
2011 2010
ASSETS
Current assets:
Cash $28,212 $-
Total current assets $28,212 $-
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Total current liabilities $- $-
Stockholders' equity:
Common stock, no par value, 100,000,000 shares authorized;
2,000,000 and 1,750,000 shares issued and outstanding 51,750 1,750
Additional paid-in capital 4,000 1,000
(Deficit) accumulated during the development stage (27,538) (2,750)
Total stockholders' equity 28,212 -
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $28,212 $-
See the accompanying notes to the financial statements.
PAGE F-2
EcoGlobal Holdings Corporation
(A Development Stage Company)
Statements of Operations
The period from The Period from
July 23, 2009 July 23, 2009
(inception) (inception)
Year Ended to to
June 30, June 30, June 30,
2011 2010 2011
Sales $- $- $-
Costs and expenses:
General and administrative 24,788 2,750 27,538
Total costs and expenses 24,788 2,750 27,538
Net loss $(24,788) $(2,750) $(27,538)
Per share information - basic and diluted:
Loss per common share $(0.01) $(0.00)
Weighted average common shares outstanding 2,000,000 1,750,000
See the accompanying notes to the financial statements.
Page F-3
EcoGlobal Holdings Corporation
(A Development Stage Company)
Statement of Stockholders' Equity
Period From Inception (July 23, 2009) to June 30, 2011
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Par Value Capital Stage Total
Common stock issued to founders
at $.001 per share 1,750,000 $1,750 $- $- $1,750
Contributed services - - 1,000 - 1,000
Net loss - - - (2,750) (2,750)
Balance - June 30, 2010 1,750,000 1,750 1,000 (2,750) -
Common stock issued to
investor at $.20 per share 250,000 50,000 - - 50,000
Contributed services - - 3,000 - 3,000
Net loss - - - (24,788) (24,788)
Balance- June 30, 2011 2,000,000 $51,750 $4,000 $(27,538) $28,212
See the accompanying notes to the financial statements.
PAGE F-4
EcoGlobal Holdings Corporation
(A Development Stage Company)
Statements of Cash Flows
For the For the
Period From Period From
July 23, 2009 July 23, 2009
(Inception) (Inception)
Year Ended Through Through
June 30, June 30, June 30,
2011 2010 2011
Cash flows from operating activities:
Net loss $(24,788) $(2,750) $(27,538)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Common shares issued for services - 1,750 1,750
Contributed services 3,000 1,000 4,000
Net cash (used in) operating activities (21,788) - (21,788)
Cash flows from investing activities:
Net cash (used in) investing activities - - -
Cash flows from financing activities:
Common shares issued for cash 50,000 - 50,000
Net cash provided by financing activities 50,000 - 50,000
Net increase in cash 28,212 - 28,212
Cash - beginning of period - - -
Cash - end of period $28,212 $- $28,212
Supplemental Cash Flow Information:
Cash paid for interest $- $- $-
Cash paid for income taxes $- $- $-
See the accompanying notes to the financial statements.
PAGE F-5
EcoGlobal Holdings Corporation
A Development Stage Company
Notes to Financial Statements
June 30, 2011
Note 1. Organization and Significant Accounting Policies.
Global Green Holdings, Inc.(the Company) was incorporated under the laws of the
State of Wisconsin on July 23, 2009. The Company changed its name to EcoGlobal
Holdings Corporation on March 29, 2011. The Company is a business development
Company with no significant operations. The Company is in the development
stage.
Revenue Recognition
In general, the Company records revenue when persuasive evidence of an
arrangement exists, services have been rendered or product delivery has
occurred, the sales price to the customer is fixed or determinable, and
collectability is reasonably assured. The following policies reflect specific
criteria for the various revenues streams of the Company:
Revenue is recognized at the time the product is delivered or the service
is performed. Provision for sales returns will be estimated based on the
Company's historical return experience.
Deferred revenue is recorded for amounts received in advance of the time at
which services are performed and included in revenue at the completion of the
related services.
Cash
For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with a maturity of three months or less to
be cash equivalents.
Intangible Assets and Long Lived Assets
The Company makes reviews for the impairment of long-lived assets and certain
identifiable intangibles whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. An impairment
loss would be recognized when estimated future cash flows expected to result
from the use of the asset and its eventual disposition is less than its
carrying amount.
Estimates
The preparation of the Company's 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 Company's short-term financial instruments consist of cash and cash
equivalents. The carrying amounts of the 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.
PAGE F-6
Income Taxes
The Company follows ASC 740 Income Taxes for recording the provision for
income taxes. Deferred tax assets and liabilities are computed based upon
the difference between the financial statement and income tax basis of
assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled.
Deferred income tax expenses or benefits are based on the changes in the
asset or liability each period. If available evidence suggests that it is
more likely than not that some portion or all of the deferred tax assets
will not be realized, a valuation allowance is required to reduce the
deferred tax assets to the amount that is more likely than not to be
realized.
Future changes in such valuation allowance are included in the provision
for deferred income taxes in the period of change.
All tax periods from inception remain open to examination by taxing
authorities.
Stock-Based Compensation
The Company accounts for stock based compensation in accordance with ASC
718 Stock Compensation. This Statement requires that the cost resulting
from all share-based transactions be recorded in the financial statements.
The Statement establishes fair value as the measurement objective in
accounting for share-based payment arrangements and requires all entities
to apply a fair-value-based measurement in accounting for share-based
payment transactions with employees. The Statement also establishes fair
value as the measurement objective for transactions in which an entity
acquires goods or services from non-employees in share-based payment
transactions.
Net Income (Loss) Per Common Share
Basic earnings (loss) per share are calculated by dividing net income (loss)
by the weighted average number of common shares outstanding for the period.
Diluted earnings (loss) per share is calculated by dividing net income (loss)
by the weighted average number of common shares and dilutive common stock
equivalents outstanding. During periods in which the Company incurs losses
common stock equivalents, if any, are not considered, as their effect would
be anti dilutive.
Recent Pronouncements
The Company does not believe that recent pronouncements issued by the FASB
or other authoritative accounting standard groups with future effective
dates will have a significant impact on the financial statements of the
Company.
Note 2. Basis of Reporting
The Company's financial statements are presented on a going concern basis,
which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business.
The Company has experienced a loss from operations as a result of its
investment necessary to achieve its operating plan, which is long-range
in nature. The Company incurred net losses from inception to June 30,
2011, aggregating $27,538, has no revenue generating operations and is
in the development stage.
PAGE F-7
The Company's ability to continue as a going concern is contingent upon
its ability to secure additional financing, increase ownership equity and
develop profitable operations. In addition, the Company's ability to
continue as a going concern must be considered in light of the problems,
expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the Company
operates.
The Company is pursuing financing for its operations and seeking
additional private investments. In addition, the Company is seeking to
find a merger candidate. Failure to secure such financing or to raise
additional equity capital or to locate a merger candidate may result
in the Company having to discontinue its operations.
The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result
from the possible inability of the Company to continue as a going
concern.
Note 3. Stockholders' Equity
At inception the Company issued 1,750,000 shares of common stock to
its founders at $0.001 per share for services.
During July 2010 the Company issued 250,000 shares of common stock
pursuant to a private placement to a third party for $50,000 in cash.
During the year ended June 30, 2011, and the period from inception to
June 30, 2010, affiliates of the Company contributed services with a
fair value of $3,000 and $1,000 to the capital of the Company.
Note 4. Income Taxes
Deferred tax assets and liabilities are recorded based on the
differences between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes, referred to
as temporary differences. Deferred tax assets and liabilities at the
end of each period are determined using the currently enacted tax
rates applied to taxable income in the periods in which the deferred
tax assets and liabilities are expected to be settled or realized.
The provision for income taxes differs from the amount computed by
applying the statutory federal income tax rate to income before
provision for income taxes for the periods ended June 30, 2011 and 2010.
The sources and tax effects of the differences are as follows:
Income tax provision at the federal statutory rate 34%
Effect of operating losses (34)%
-----
0%
===
As of June 30, 2011, the Company has a net operating loss carry forward
of approximately $22,000. The principal difference between the
accumulated deficit for income tax purposes and the accumulated deficit
for financial reporting purposes results from stock compensation and
contributed services. The utilization of this net operating loss carry
forward may be limited as a result of a change in control of the Company.
The Company's tax returns since inception are subject to audit by taxing
authorities.
Note 5. Related Party Transactions
During 2011 the Company paid legal fees aggregating $10,000 to its
founder.
PAGE F-8
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
N/A
ITEM 9A. CONTROLS AND PROCEDURES
MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The financial statements, financial analyses and all other information
included in this Report were prepared by the Company's management,
which is responsible for establishing and maintaining adequate
internal control over financial reporting.
The Company's internal control over financial reporting is designed
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.
The Company's internal control over financial reporting includes those
policies and procedures that:
- pertain to the maintenance of records that, in reasonable detail.
accurately and fairly reflect the transactions and dispositions of
the assets of the Company;
- provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being nade only in
accordance with authorizations of management and directors of the
Company; and
- provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition and use or disposition of the
Company's assets that could have a material effect on the Company's
financial statements.
There are inherent limitations in the effectiveness of any internal
control, including the possibility of human error and the circumvention
or overriding of controls. Accordingly, even effective internal controls
can provide only reasonable assurances with respect tio financial
statement preparation. Furthermore, due to changes in conditions, the
effectiveness of internal controls may vary over time.
Our Company conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in INTERNAL
CONTROL- INTEGRATED FRAMEWORK (1992), and INTERNAL CONTROL OVER
FINANCIAL REPORTING- GUIDANCE FOR SMALLER PUBLIC COMPANIES (2006),
issued by the Committee of Sponsoring Organizayions of the Treadway
Commission. Based on this evaluation, the Company's management
concluded that our internal control over financial reporting was
effective as of June 30, 2011.
PAGE 22
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There has been no change in the Company's internal control over
financial reporting during the fiscal year ended June 30, 2011 that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
NONE
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS and CORPORATE GOVERNANCE.
Set forth below is certain information with respect to the individuals
who now comprise the Company's Board of Directors:
Name Age Position
Kirsten McGregor 49 President, Director
Christopher Werner 49 Chief Executive Officer,
Director
Gerard Werner 38 Director
Biographical Information
Ms. Kirsten McGregor
Ms.McGregor has nearly two decades of experience in strategic planning,
business development and marketing execution in large, multi-national
corporations. She has significant experience in LULUCF initiatives and
carbon financing strategies and has worked with companies such as Paso
Pacifico, one of the first NGO's to receive a Gold rating CCBS
certification for reforestation. In addition, Ms.McGregor has consulted
for organizations and government entities including the World Policy
Institute and the National Park Service. She is a member of the Climate
Action Reserve (CAR) and International Emissions Trading Association
(IETA) and is a board member of the Sierra Club Ventura Leadership Team.
She has received awards for excellence in business communications and
holds a BA from the University of Washington and a BS from Boise State
University.
Mr. Christopher Werner
Mr. Werner started his business career with First Wisconsin bank
while attending Marquette University. He spent his first four years
after graduating from college working as an accountant. Mr. Werner
entered the financial services sector by becoming a stockbroker and
after experiencing the securities markets combined his accounting
and securities knowledge and became a Chief Financial Officer of a
publicly listed company that was the fastest growing NASDAQ Company
in 1991. Mr. Werner became Senior Partner of Newport Capital
Partners in 1993, where is specialized in arranging financing's for
small growth companies. In 1996 he co-founded Emerging Securities
Group which continued to focus on financing start-up and early stage
growth companies. In 2003 Mr. Werner was appointed CEO of Ascendant
Holdings Ltd, a Bermuda based holding company, and assisted in
structuring the initial public offering of two newly created
subsidiaries. In 2006 Mr. Werner founded River Hills Resource
Corporation which is a privately held mineral exploration company.
In 2008 River Hills entered into a long-term financing and
development agreement with a Chinese state owned company to develop
copper projects in Ecuador. Mr. Werner co-founded Andean Carbon
Corporation in 2009 after having pioneered a reforestation project
in Ecuador to ensure the city of Quito's water supply for future
generations.
Mr. Gerard Werner
Mr. Werner is a member of the District of Columbia Bar
Association and has been specialized in securities compliance
for over ten yrears.
Mr. Werner served as Vice-President and Director of Oak Brook
Capital I, II, III, and IV, respectively, prior to those companies
entering into business combinations with other entities. Mr. Werner
has also served as President and Director of North Shore Capital I, II,
III and IV, and Kohler Capital I, II and III Corporations. The Oak
Brook Capital companies were formed in May of 1998; the North Shore
Capital companies were formed in February of 1999; and the Kohler
Capital Corporations were formed in May of 2001.
Mr. Werner was admitted into the D.C. Court of Appeals Bar
Association in January, 1999.
PAGE 23
ITEM 11. EXECUTIVE COMPENSATION
In August of 2009, the Company's Director, Gerard Werner received
1,710,000 shares of Common Stock valued at $0.001 per share in consideration
for pre-incorporation services rendered to theCompany related to
investigating and developing the Company's proposedbusiness plan and
capital structure, and completion of the incorporationand organization of
the Company. In previous "blank-check" corporatetransactions, Mr. Werner
received shares of the Oak Brook Capitalcorporations for pre-incorporation
services, but received no other legalor consulting fees from these companies.
No officer or director hasreceived any other remuneration. Although there
is no current plan in existence, it is possible that the Company will adopt
a plan to pay or accrue compensation to its sole officers and directors for
services related to seeking business opportunities and completing
a merger or acquisition transaction. See "Certain Relationships and
Related Transactions." The Company has no stock option, retirement,
pension, or profit-sharing programs for the benefit of directors,
officers or other employees, but the Board of Directors may
recommend adoption of one or more such programs in the future.
It is possible that, after the Company successfully consummates a merger
or acquisition with an unaffiliated entity, that entity may desire to employ
or retain one or more members of the Company's management for the purposes of
providing services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a policy
whereby the offer of any post-transaction remuneration to members of
management will not be a consideration in the Company's decision to undertake
any proposed transaction. Each member of management has agreed to disclose to
the Company's Board of Directors any discussions concerning possible
compensation to be paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on such
transaction. Therefore, as a practical matter, if each member of the
Company's Board of Directors is offered compensation in any form from any
prospective merger or acquisition candidate, the proposed transaction will not
be approved by the Company's Board of Directors as a result of the inability
of the Board to affirmatively approve such a transaction.
No member of management of the Company will receive any finders fee, either
directly or indirectly, as a result of their respective efforts to implement
the Company's business plan outlined herein. Also, there are no plans,
proposals, arrangements or understandings with respect to the sale or issuance
of additional securities by the Company prior to the location of an
acquisition or merger candidate. Please also see Item I, Description of
Business-General for information regarding the seeking out and selection of
a target company, addressing matters such as the manner of solicitation of
potential investors, the approximate number of persons who will be contacted
or solicited, their relationships to the Company's management, etc.
PAGE 24
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth as of June 30, 2011, information
with respect to the beneficial ownership of the Company's outstanding Common
Stock by (i) each director and executive officer of the Company, (ii) all
directors and executive officers of the Company as a group, and (iii) each
shareholder who was known by the Company to be the beneficial owner of more
than 5% of the Company's outstanding Common Stock. Except as otherwise
indicated,the persons or entities listed below have sole voting and
investment powerwith respect to all shares of Common Stock beneficially
owned by them.
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table sets forth information as of the date hereof
with respect to the beneficial ownership of the outstanding shares of
Global Green Holdings, Limited, immediately prior to and following the
events listed above by (i) each person known by the Registrant to
beneficially own five percent (5%) or more of the outstanding shares;
(ii) the Registrant's officers and directors; and (iii) the
Registrant's officers and directors as a group.
As used in the table below, the term "beneficial ownership" means the
sole or shared power to vote or direct the voting, or to dispose or
direct the disposition, of any security. A person is deemed as of any
date to have beneficial ownership of any security that such person has
a right to acquire within 60 days after such date. Except as otherwise
indicated, the stockholders listed below have sole voting and investment
powers with respect to the shares indicated.
Name of
Beneficial Owner Shares of Common Percentage
Stock owned of Class
owned
Gerard Werner* 110,000 5.5%
Christopher Werner* 880,000 44%
Kirsten McGregor 720,000 36%
Dr. Casey Kobylinski 250,000 12.5%
All Current Executive
Officers and Directors
as a group 1,710,000 85.5%
PAGE 25
Management has no plans to issue any additional securities to management,
promoters or their affiliates or associates and will do so only if such
issuance is in the best interests of shareholders of the Company and
complies with all applicable federal and state securities rules and
regulations.
Although the Company has a very large amount of authorized but unissued
common and preferred stock that may be issued without further shareholder
approval or notice, it is the intention of the Company to avoid inhibiting
certain transactions with prospective acquisition or merger candidates,
based upon the perception by such candidate that they may be engaged
in a rapidly expanding industry (i.e. Internet) and cannot afford to proxy
shareholders each time their management needs to authorize additional
shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE
There is no public market for EcoGlobal Common Stock. The
EcoGlobal Common Stock may be traded in the over-the-counter market
in the near future, however, there can be no assurance as to the price
at which trading in EcoGlobal Common Stock will occur.
With respect to financial and other information relating to EcoGlobal,
Gerard Werner, Esq., whose mailing address is 2208 Pershing Avenue,
Sheboygan, Wisconsin, 53083, will file annual and periodic reports with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934. Copies of such reports may be inspected by anyone without charge
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W.,Room 1024, Washington D.C. 20549, and copies may be obtained
from the Commission at prescribed rates. Any such requests should be
directed to the President of EcoGlobal, address 2208 Pershing Avenue,
Sheboygan, Wisconsin 53083.
The Company issued to an officer and director a total of 1,710,000
shares of Common Stock for a total services valued at $1710. Certificates
evidencing the Common Stock issued by the Company to this person have all
been stamped with a restrictive legend, and are subject to stop transfer
orders by the Company. For additional information concerning restrictions
that are imposed upon the securities held by current stockholders,
and the responsibilities of such stockholders to comply with federal
securities laws in the disposition of such Common Stock, see "Risk
Factors -Rule 144 Sales."
Although there is no current plan in existence, it is possible
that the Company will adopt a plan to pay or accrue compensation to
its sole officers and directors for services related to seeking business
opportunities and completing a merger or acquisition transaction.
The Company maintains a mailing address at the office of its
legal counsel, but otherwise does not maintain an office. As a result,
it pays no rent and incurs no expenses for maintenance of an office
and does not anticipate paying rent or incurring office expenses in the
future.
During 2011, the Company paid legal fees aggregating $10,000 to its
founder.
PAGE 26
Although management has no current plans to cause the
Company to do so, it is possible that the Company may enter into an
agreement with an acquisition candidate requiring the sale of all or a
portion of the Common Stock held by the Company's current
stockholders to the acquisition candidate or principals thereof, or to
other individuals or business entities, or requiring some other form of
payment to the Company's current stockholders, or requiring the
future employment of specified officers and payment of salaries to
them. It is more likely than not that any sale of securities by the
Company's current stockholders to an acquisition candidate would be
at a price substantially higher than that originally paid by such
stockholders. Any payment to current stockholders in the context of
an acquisition involving the Company would be determined entirely
by the largely unforeseeable terms of a future agreement with an
unidentified business entity.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Fees paid to Kingery and Crouse, PC
The following table shows the aggregate fees we paid for professional
services provided to us by Kingery and Crouse, PA for the years ended
June 30, 2011 and June 30, 2010.
Year ended Year ended
June 30, 2011 June 30, 2010
Audit Fees $6,700 $0
Audit-Related Fees $0 $0
Tax Fees $0 $0
All Other Fees $0 $0
Total $6,700 $0
Audit Fees
For the fiscal years ended June 30, 2011 and 2010, we paid $3,500
and $3,200, respectively during the year ended June 30, 2011,
for professional services rendered for the
audit and review of our financial statements.
Audit Related Fees
There were no fees for audit related services for the years ended June 30,
2011 and 2010.
PAGE 27
Tax Fees
For our fiscal years ended June 30, 2011 and 2010, we did not incur any
tax fees for tax compliance, tax advice, and tax planning by Kingery and
Crouse, PC.
All Other Fees
We did not incur any other fees related to services rendered by our
independent registered public accounting firm for the fiscal years ended
June 30, 2011 and 2010.
The SEC requires that before our independent registered public accounting
firm is engaged by us to render any auditing or permitted non-audit related
service, the engagement be either: (i) approved by our Audit Committee or
(ii) entered into pursuant to pre-approval policies and procedures
established by the Audit Committee, provided that the policies and
procedures are detailed as to the particular service, the Audit
Committee is informed of each service, and such policies and procedures do
not include delegation of the Audit Committee's responsibilities to
management.
We do not have an Audit Committee. Our Board of Directors pre-approves
all services provided by our independent registered public accounting firm.
All of the above services and fees during 2011 were pre-approved by our
Board of Directors. We do not have a record of the percentage of the above
fees that were pre-approved in 2010. However, all of the above services
in 2010 were reviewed and approved by our Board of Directors either before
or after the respective services were rendered.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
EcoGlobal Holdings, Limited
By: /s/ Christopher Werner
_____________________________
Christopher Werner, Chief Executive Officer
Date: 8/31/2011
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: /s/ Christopher Werner
_____________________________
Christopher Werner, Chief Financial Officer
Date: 8/31/2011
PAGE 28
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Christopher Werner, certify that:
1. I have reviewed this Form 10-K of EcoGlobal Holdings Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods present in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principals;
c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
PAGE 29
d) Disclosed in this report any change in the registrant's internal
control over financing reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involved management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: August 31, 2011 By: /s/ Christopher Werner
Christopher Werner
Director, Chief Executive Officer,
and Principal Financial Officer
PAGE 30
EX-32.2 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER OF THE COMPANY, PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002
Exhibit 32.2
Certification Pursuant to
18 U.S.C. Section 1350
(as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act Of 2002)
In connection with the Annual Report of EcoGlobal Holdings Corporation (the
"Company") on Form 10-K for the year ended June 30, 2011 as filed with the
Securities and Exchange Commission (the "Report"), I, Christopher Werner, Chief
Executive Officer, Principal Accounting Officer, and Chief Financial Officer,
certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
ECOGLOBAL HOLDINGS CORPORATION
Date: August31, 2011 By: /s/ Christopher Werner
Christopher Werner
Director, Chief Executive Officer,
and Principal Financial Officer
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature
that appears in typed form within the electronic version of this written
statement required by Section 906, has been provided to ECOGLOBAL HOLDINGS
CORPORATION and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
Page 31
ARTICLES OF INCORPORATION
OF
GLOBAL GREEN HOLDINGS, LIMITED
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned incorporator, being a natural person of the age of
eighteen (18) years or more, and desiring to form a corporation under the
lawsof the State of Wisconsin, does hereby sign, verify and deliver in
duplicate to the Secretary of State of the State of Wisconsin these Articles
of Incorporation.
ARTICLE I
NAME
Name of the corporation: GLOBAL GREEN HOLDINGS, LIMITED.
ARTICLE II
The corporation is organized under Ch. 180 of the Wisconsin Statutes.
ARTICLE III
Name of the initial registered agent: Gerard Werner
ARTICLE IV
Street address of the initial registered office:
2208 Pershing Avenue
Sheboygan, WI 53083
United States of America
ARTICLE V
Number of shares of stock the corporation shall be authorized to issue:
Number of Shares Authorized: 100,000,000
Class: Common
ARTICLE VI
Name and complete address of each incorporator:
Gerard Werner
2208 Pershing Avenue
Sheboygan, WI 53083
United States of America
Page 32
BYLAWS
OF
GLOBAL GREEN HOLDINGS, LIMITED
ARTICLE I
OFFICES
Section 1.1 PRINCIPAL OFFICE. The principal office of the corporation
shall be located in the City of Sheboygan, Wisconsin. The corporation may
have such other offices, either within or outside of the State of Wisconsin,
as the Board of Directors may designate, or as the business of the
corporation may require from time to time.
Section 1.2 REGISTERED OFFICE. The registered office of the corporation,
required by the Wisconsin Business Corporation Act to be maintained in the
State of Wisconsin, may be, but need not be, identical with the principal
office.
ARTICLE II
SHAREHOLDERS
Section 2.1 ANNUAL MEETING. The annual meeting of the shareholders shall
be held on the last Tuesday of May in each year, commencing with the year
2001, at the hour of 10:00 A.M., or at such other time on such other day as
shall be fixed by the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may come before
the meeting. If the day fixed for the annual meeting shall be a legal holiday
in the State of Wisconsin, such meeting shall be held on the next succeeding
business day. If the election of directors shall not be held on the day
designated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as may be
convenient.
A shareholder may apply to the district court in the county in Wisconsin
where the corporation's principal office is located or, if the corporation has
no principal office in Wisconsin, to the district court of the county in which
the corporation's registered office is located to seek an order that a
shareholder meeting be held (i) if an annual meeting was not held within six
months after the close of the corporation's most recently ended fiscal year or
fifteen months after its last annual meeting, whichever is earlier, or (ii) if
the shareholder participated in a proper call or of proper demand for a
special meeting and notice of the special meeting was not given within thirty
days after the date of the call or the date the last of the demands necessary
to require calling of the meeting was received by the corporation in
accordance with the notice.
Section 2.2 SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors, and shall be called by the
President upon the receipt of one or more written demands for a special
meeting, stating the purpose or purposes for which it is to be held, signed
and dated by the holders of shares representing at least ten percent of all
the votes entitled to be cast on any issue proposed to be considered at the
meeting.
Section 2.3 PLACE OF MEETINGS. The Board of Directors may designate any
place, either within or outside of the State of Wisconsin, as the place of
meeting for any annual meeting or for any special meeting called by the Board
of Directors. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of the corporation
in the State of Wisconsin.
Section 2.4 NOTICE OF MEETING. Written notice stating the place, day and
hour of the meeting of shareholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall, unless otherwise
prescribed by statute, be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, or the Secretary, or the officer or other persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting; provided, however, that if the number of authorized shares is to be
increased, at least thirty days' notice shall be given.
Page 33
Notice of a special meeting shall include a description of the purpose or
purposes of the meeting. Notice of an annual meeting need not include a
description of the purpose or purposes of the meeting except the purpose or
purposes shall be stated with respect to (i) an amendment to the articles of
incorporation of the corporation, (ii) a merger or share exchange in which the
corporation is a party and, with respect to a share exchange, in which the
corporation's shares will be acquired, (iii) a sale, lease, exchange or other
disposition, other than in the usual and regular course of business, of all or
substantially all of the property of the corporation or of another entity
which this corporation controls, in each case with or without the goodwill,
(iv) a dissolution of the corporation, or (v) any other purpose for which a
statement of purpose is required by the Wisconsin Business Corporation Act.
Notice shall be given personally or by mail, private carrier, telegraph,
teletype, electronically transmitted facsimile or other form of wire or
wireless communication by or at the direction of the president, the secretary,
or the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed and if in a comprehensible form,
such notice shall be deemed to be given and effective when deposited in the
United States mail, addressed to the shareholder at his address as it appears
in the corporation's current record of shareholders, with postage prepaid. If
notice is given other than by mail, and provided that such notice is in a
comprehensible form, the notice is given and effective on the date received
by the shareholder.
If requested by the person or persons lawfully calling such meeting, the
notice shall be given at corporate expense.
When a meeting is adjourned to another date, time or place, notice need
not be given of the new date, time or place if the new date, time or place of
such meeting is announced before adjournment at the meeting at which the
adjournment is taken. At the adjourned meeting the corporation may transact
any business which may have been transacted at the original meeting. If the
adjournment is for more than 120 days, or if a new record date is fixed for
the adjourned meeting, a new notice of the adjourned meeting shall be given
to each shareholder of record entitled to vote at the meeting as of the new
record date.
A shareholder may waive notice of a meeting before or after the time and
date of the meeting by a writing signed by such shareholder. Such waiver shall
be delivered to the corporation for filing with the corporate records.
Further, by attending a meeting either in person or by proxy, a shareholder
waives objection to lack of notice or defective notice of the meeting unless
the shareholder objects at the beginning of the meeting to the holding of the
meeting or the transaction of business at the meeting because of lack of
notice or defective notice. By attending the meeting, the shareholder also
waives any objection to consideration in the meeting of a particular matter
not within the purpose or purposes described in the meeting notice unless the
shareholder objects to considering the matter when it is presented.
No notice need be sent to any shareholder if three successive notices
mailed to the last known address of such shareholder have been returned as
undeliverable until such time as another address for such shareholder is made
known to the corporation by such shareholder. In order to be entitled to
receive notice of any meeting, a shareholder shall advise the corporation in
writing of any change in such shareholder's mailing address as shown on the
corporation's books and records.
Page 34
Section 2.5 MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall
meet at any time and place, either within or outside of the State of Wisconsin,
and consent to the holding of a meeting at such time and place, such meeting
shall be valid without call or notice, and at such meeting any corporate
action may be taken.
Section 2.6 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any distribution, or in order to make a determination of
shareholders for any other purpose, the Board of Directors of the corporation
may provide that the share transfer books shall be closed for a stated period
but not to exceed, in any case, seventy days. If the share transfer books
shall be closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed for at
least ten days immediately preceding such meeting. In lieu of closing the
share transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case
to be not more than seventy days and, in case of a meeting of shareholders,
not less than ten days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. If the share
transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a distribution,
the date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such distribution is adopted,
as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof unless the meeting is
adjourned to a date more than one hundred twenty days after the date fixed for
the original meeting, in which case the Board of Directors shall make a new
determination as provided in this section.
Section 2.7 VOTING RECORD. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten
days before such meeting of shareholders, a complete record of the
shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged by voting groups and within each voting group by
class or series of shares, in alphabetical order within each class or series,
with the address of and the number of shares held by each shareholder in each
class or series. For a period beginning the earlier of ten days before the
meeting for which the record was prepared or two business days after notice of
the meeting is given and continuing through the meeting, the record shall be
kept on file at the principal office of the corporation or at a place
identified in the notice of the meeting in the city where the meeting will be
held, whether within or outside of the State of Wisconsin, and shall be subject
to inspection by any shareholder upon written demand at any time during usual
business hours. Such record shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof.
The original stock transfer books shall be the prima facie evidence as to
who are the shareholders entitled to examine the record or transfer books or
to vote at any meeting of shareholders.
Section 2.8 QUORUM. A majority of the votes entitled to be cast on the
matter by a voting group, represented in person or by proxy, constitutes a
quorum of that voting group for action on that matter. If no specific voting
group is designated in the Articles of Incorporation or under the Wisconsin
Business Corporation Act for a particular matter, all outstanding shares of
the corporation entitled to vote, represented in person or by proxy, shall
constitute a voting group. In the absence of a quorum at any such meeting, a
majority of the shares so represented may adjourn the meeting from time to
time for a period not to exceed one hundred twenty days without further
notice. However, if the adjournment is for more than one hundred twenty days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder
of record entitled to vote at the meeting.
At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal during such meeting of that number of
shareholders whose absence would cause there to be less than a quorum.
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Section 2.9 MANNER OF ACTING. If a quorum is present, an action is
approved if the votes cast favoring the action exceed the votes cast within
the voting group opposing the action and such action shall be the act of the
shareholders, unless the vote of a greater proportion or number or voting by
groups is otherwise required by the Wisconsin Business Corporation Act, the
Articles of Incorporation or these Bylaws.
Section 2.10 PROXIES. At all meetings of shareholders a shareholder may
vote by proxy by signing an appointment form or similar writing, either
personally or by his or her duly authorized attorney-in-fact. A shareholder
may also appoint a proxy by transmitting or authorizing the transmission of a
telegram, teletype, or other electronic transmission providing a written
statement of the appointment to the proxy, a proxy solicitor, proxy support
service organization, or other person duly authorized by the proxy to receive
appointments as agent for the proxy, or to the corporation. The transmitted
appointment shall set forth or be transmitted with written evidence from which
it can be determined that the shareholder transmitted or authorized the
transmission of the appointment. The proxy appointment form or similar writing
shall be filed with the secretary of the corporation before or at the time of
the meeting. The appointment of a proxy is effective when received by the
corporation and is valid for eleven months unless a different period is
expressly provided in the appointment form or similar writing.
Any complete copy, including an electronically transmitted facsimile, of
an appointment of a proxy may be substituted for or used in lieu of the
original appointment for any purpose for which the original appointment could
be used.
Revocation of a proxy does not affect the right of the corporation to
accept the proxy's authority unless (i) the corporation had notice that the
appointment was coupled with an interest and notice that such interest is
extinguished is received by the secretary or other officer or agent authorized
to tabulate votes before the proxy exercises his or her authority under the
appointment, or (ii) other notice of the revocation of the appointment is
received by the secretary or other officer or agent authorized to tabulate
votes before the proxy exercises his or her authority under the appointment.
Other notice of revocation may, in the discretion of the corporation, be
deemed to include the appearance at a shareholders' meeting of the shareholder
who granted the proxy and his or her voting in person on any matter subject
to a vote at such meeting.
The death or incapacity of the shareholder appointing a proxy does not
affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other
officer or agent authorized to tabulate votes before the proxy exercises his
or her authority under the appointment.
The corporation shall not be required to recognize an appointment made
irrevocable if it has received a writing revoking the appointment signed by
the shareholder (including a shareholder who is a successor to the shareholder
who granted the proxy) either personally or by his or her attorney-in-fact,
notwithstanding that the revocation may be a breach of an obligation of the
shareholder to another person not to revoke the appointment.
Section 2.11 VOTING OF SHARES. Unless otherwise provided by these Bylaws
or the Articles of Incorporation, each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders, and each fractional share shall be entitled to a
corresponding fractional vote on each such matter. Only shares are entitled
to vote.
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Section 2.12 VOTING OF SHARES BY CERTAIN SHAREHOLDERS. If the name on a
vote, consent, waiver, proxy appointment, or proxy appointment revocation
corresponds to the name of a shareholder, the corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver, proxy appointment or
proxy appointment revocation and give it effect as the act of the shareholder.
If the name signed on a vote, consent, waiver, proxy appointment or proxy
appointment revocation does not correspond to the name of a shareholder, the
corporation, if acting in good faith, is nevertheless entitled to accept the
vote, consent, waiver, proxy appointment or proxy appointment revocation and
to give it effect as the act of the shareholder if:
(i) the shareholder is an entity and the name signed purports to be that
of an officer or agent of the entity;
(ii) the name signed purports to be that of an administrator, executor,
guardian or conservator representing the shareholder and, if the corporation
requests, evidence of fiduciary status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, proxy appointment or
proxy appointment revocation;
(iii) the name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of
this status acceptable to the corporation has been presented with respect to
the vote, consent, waiver, proxy appointment or proxy appointment revocation;
(iv) the name signed purports to be that of a pledgee, beneficial owner
or attorney-in-fact of the shareholder and, if the corporation requests,
evidence acceptable to the corporation of the signatory's authority to sign
for the shareholder has been presented with respect to the vote, consent,
waiver, proxy appointment or proxy appointment revocation;
(v) two or more persons are the shareholder as co-tenants or fiduciaries
and the name signed purports to be the name of at least one of the co-tenants
or fiduciaries, and the person signing appears to be acting on behalf of all
the co-tenants or fiduciaries; or
(vi) the acceptance of the vote, consent, waiver, proxy appointment or
proxy appointment revocation is otherwise proper under rules established by
the corporation that are not inconsistent with this Section 2.12.
The corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy appointment revocation if the secretary or other officer
or agent authorized to tabulate votes, acting in good faith, has reasonable
basis for doubt about the validity of the signature on it or about the
signatory's authority to sign for the shareholder.
Neither the corporation nor any of its directors, officers, employees, or
agents who accepts or rejects a vote, consent, waiver, proxy appointment or
proxy appointment revocation in good faith and in accordance with the
standards of this Section is liable in damages for the consequences of the
acceptance or rejection.
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Redeemable shares are not entitled to be voted after notice of redemption
is mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company or other financial institution under an
irrevocable obligation to pay the holders of the redemption price on
surrender of the shares.
Section 2.13 ACTION BY SHAREHOLDERS WITHOUT A MEETING. Unless the
Articles of Incorporation or these Bylaws provide otherwise, action required
or permitted to be taken at a meeting of shareholders may be taken without a
meeting if the action is evidenced by one or more written consents describing
the action taken, signed by each shareholder entitled to vote and delivered to
the Secretary of the corporation for inclusion in the minutes or for filing
with the corporate records. Action taken under this section is effective when
all shareholders entitled to vote have signed the consent, unless the consent
specifies a different effective date.
Any such writing may be received by the corporation by electronically
transmitted facsimile or other form of wire or wireless communication
providing the corporation with a complete copy thereof, including a copy of
the signature thereto. The shareholder so transmitting such a writing shall
furnish an original of such writing to the corporation, but the failure of the
corporation to receive or record such original writing shall not affect the
action so taken.
The record date for determining shareholders entitled to take action
without a meeting shall be the date the written consent is first received by
the corporation.
Section 2.14 VOTING BY BALLOT. Voting on any question or in any election
may be by voice vote unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.
Section 2.15 NO CUMULATIVE VOTING. No shareholder shall be permitted to
cumulate his or her votes.
Section 2.16 WAIVER OF NOTICE. When any notice is required to be given to
any shareholder, a waiver thereof in writing signed by the person entitled to
such notice, whether before, at, or after the time stated therein, shall be
equivalent to the giving of such notice.
The attendance of a shareholder at any meeting shall constitute a waiver
of notice, waiver of objection to defective notice of such meeting, or a
waiver of objection to the consideration of a particular matter at the
shareholder meeting unless the shareholder, at the beginning of the meeting,
objects to the holding of the meeting, the transaction of business at the
meeting, or the consideration of a particular matter at the time it is
presented at the meeting.
Section 2.17 PARTICIPATION BY ELECTRONIC MEANS. Any shareholder may
participate in any meeting of the shareholders by means of telephone
conference or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time. Such
participation shall constitute presence in person at the meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 GENERAL POWERS. The business and affairs of the corporation
shall be managed by its Board of Directors.
Section 3.2 PERFORMANCE OF DUTIES. A director of the corporation shall
perform his or her duties as a director, including his or her duties as a
member of any committee of the board upon which he or she may serve, in good
faith, in a manner he or she reasonably believes to be in the best interests
of the corporation, and with such care as an ordinarily prudent person in a
like position would use under similar circumstances. In performing his duties,
a director shall be entitled to rely on information, opinions, reports, or
statements, including financial statements and other financial data, in each
case prepared or presented by persons and groups listed in paragraphs (a),
(b), and (c) of this Section 3.2; but he or she shall not be considered to be
acting in good faith if he or she has knowledge concerning the matter in
question that would cause such reliance to be unwarranted. A person who so
performs his or her other duties shall not have any liability by reason of
being or having been a director of the corporation. Those persons and groups
on whose information, opinions, reports, and statements a director is
entitled to rely are:
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(a) One or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented;
(b) Legal counsel, public accountants, or other persons as to matters
which the director reasonably believes to be within such persons'
professional or expert competence; or
(c) A committee of the board upon which he or she does not serve, duly
designated in accordance with the provision of the Articles of Incorporation
or the Bylaws, as to matters within its designated authority, which committee
the director reasonably believes to merit confidence.
Section 3.3 NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be fixed from time to time by resolution of the Board
of Directors, but in no instance shall there be less than one director. Each
director shall hold office as prescribed by written agreement, or until the
next annual meeting of shareholders, or until his or her successor shall have
been elected and qualified. Directors need not be residents of the State of
Wisconsin or shareholders of the corporation.
There shall be a Chairman of the Board, who has been elected from among
the directors. He or she shall preside at all meetings of the stockholders and
of the Board of Directors. He or she shall have such other powers and duties
as may be prescribed by the Board of Directors.
Section 3.4 REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Wisconsin, for the holding of additional regular meetings without
other notice than such resolution.
Section 3.5 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors. The
person or persons authorized to call special meetings of the Board of
Directors may fix any place, either within or without the State of Wisconsin,
as the place for holding any special meeting of the Board of Directors called
by them.
Section 3.6 NOTICE. Written notice of any special meeting of directors
shall be given as follows:
By mail to each director at his or her business address at least two
days prior to the meeting; or
By personal delivery, facsimile or telegram at least twenty-four hours
prior to the meeting to the business address of each director, or in the event
such notice is given on a Saturday, Sunday or holiday, to the residence
address of each director. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, so addressed, with postage
thereon prepaid. If notice is given by facsimile, such notice shall be deemed
to be delivered when a confirmation of the transmission of the facsimile has
been received by the sender. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company.
Any director may waive notice of any meeting.
The attendance of a director at any meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
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Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the Board of Directors need be specified in the notice
or waiver of notice of such meeting.
When any notice is required to be given to a director, a waiver thereof
in writing signed by such director, whether before, at or after the time
stated therein, shall constitute the giving of such notice.
Section 3.7 QUORUM. A majority of the number of directors fixed by or
pursuant to Section 3.2 of this Article III, or if no such number is fixed, a
majority of the number of directors in office immediately before the meeting
begins, shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority is present
at a meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice.
Section 3.8 MANNER OF ACTING. Except as otherwise required by law or by
the Articles of Incorporation, the affirmative vote of the majority of the
directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
Section 3.9 INFORMAL ACTION BY DIRECTORS OR COMMITTEE MEMBERS. Unless the
Articles of Incorporation or these By-laws provide otherwise, any action
required or permitted to be taken at a meeting of the board of directors or
any committee designated by said board may be taken without a meeting if the
action is evidenced by one or more written consents describing the action
taken, signed by each director or committee member, and delivered to the
Secretary for inclusion in the minutes or for filing with the corporate
records. Action taken under this section is effective when all directors or
committee members have signed the consent, unless the consent specifies a
different effective date. Such consent has the same force and effect as a
unanimous vote of the directors or committee members and may be stated as
such in any document.
Section 3.10 PARTICIPATION BY ELECTRONIC MEANS. Any members of the Board
of Directors or any committee designated by such Board may participate in a
meeting of the Board of Directors or committee by means of telephone
conference or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time. Such
participation shall constitute presence in person at the meeting.
Section 3.11 VACANCIES. Any vacancy on the Board of Directors may be
filled by the affirmative vote of a majority of the shareholders or the Board
of Directors. If the directors remaining in office constitute fewer than a
quorum of the board, the directors may fill the vacancy by the affirmative
vote of a majority of all the directors remaining in office.
If elected by the directors, the director shall hold office until the
next annual shareholders' meeting at which directors are elected. If elected
by the shareholders, the director shall hold office for the unexpired term of
his or her predecessor in office; except that, if the director's predecessor
was elected by the directors to fill a vacancy, the director elected by the
shareholders shall hold the office for the unexpired term of the last
predecessor elected by the shareholders.
If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders, and, if one or
more of the remaining directors were elected by the same voting group, only
such directors are entitled to vote to fill the vacancy if it is filled by
the directors.
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Section 3.12 RESIGNATION. Any director of the corporation may resign at
any time by giving written notice to the Secretary of the corporation. The
resignation of any director shall take effect upon receipt of notice thereof
or at such later time as shall be specified in such notice; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. When one or more directors shall resign from
the board, effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation
or resignations shall become effective.
Section 3.13 REMOVAL. Subject to any limitations contained in the
Articles of Incorporation, any director or directors of the corporation may be
removed at any time, with or without cause, in the manner provided in the
Wisconsin Business Corporation Act.
Section 3.14 COMMITTEES. By resolution adopted by a majority of the Board
of Directors, the directors may designate two or more directors to constitute
a committee, any of which shall have such authority in the management of the
corporation as the Board of Directors shall designate and as shall be
prescribed by the Wisconsin Business Corporation Act and Article XI of these
Bylaws.
Section 3.15 COMPENSATION. By resolution of the Board of Directors and
irrespective of any personal interest of any of the members, or the Board of
Directors, each director may be paid his or her expenses, if any, of
attendance at each meeting of the Board of Directors, and may be paid a stated
salary as director or a fixed sum for attendance at each meeting of the Board
of Directors or both. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.
Section 3.16 PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors or committee of the board at
which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless (i) the director objects at the beginning
of the meeting, or promptly upon his or her arrival, to the holding of the
meeting or the transaction of business at the meeting and does not thereafter
vote for or assent to any action taken at the meeting, (ii) the director
contemporaneously requests that his or her dissent or abstention as to any
specific action taken be entered in the minutes of the meeting, or (iii) the
director causes written notice of his or her dissent or abstention as to any
specific action to be received by the presiding officer or the meeting before
its adjournment or by the corporation promptly after the adjournment of the
meeting. A director may dissent to a specific action at a meeting, while
assenting to others. The right to dissent to a specific action taken at a
meeting of the Board of Directors or a committee of the board shall not be
available to a director who voted in favor of such action.
ARTICLE IV
OFFICERS
Section 4.1 NUMBER. The officers of the corporation shall be a President,
a Secretary, and a Treasurer, each of whom must be a natural person who is
eighteen years or older and shall be elected by the Board of Directors. Such
other officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors. Any two or more offices may
be held by the same person.
Section 4.2 ELECTION AND TERM OF OFFICE. The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after the
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
practicable. Each officer shall hold office until his successor shall have
been duly elected and shall have qualified or until his or her death or until
he shall resign or shall have been removed in the manner hereinafter provided.
Section 4.3 REMOVAL AND RESIGNATION. Any officer or agent may be removed
by the Board of Directors at any time, with or without cause, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not of itself
create contract rights.
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An officer or agent may resign at any time by giving written notice of
resignation to the Secretary of the corporation. The resignation is effective
when the notice is received by the corporation unless the notice specifies a
later effective date.
Section 4.4 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.
Section 4.5 PRESIDENT. The President shall be the chief executive officer
of the corporation and, subject to the control of the Board of Directors,
shall, in general, supervise and control all of the business and affairs of
the corporation. He or she shall, when present, and in the absence of a Chair
of the Board, preside at all meetings of the shareholders and of the Board of
Directors. He or she may sign, with the Secretary or any other proper officer
of the corporation thereunto authorized by the Board of Directors,
certificates for shares of the corporation and deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has authorized to
be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the corporation, or shall be required by law to be
otherwise signed or executed; and in general shall perform all duties incident
to the office of President and such other duties as may be prescribed by the
Board of Directors from time to time.
Section 4.6 VICE PRESIDENT. If elected or appointed by the Board of
Directors, the Vice President (or in the event there be more than one vice
president, the vice presidents in the order designated at the time of their
election, or in the absence of any designation, then in the order of their
election) shall, in the absence of the President or in the event of his or her
death, inability or refusal to act, perform all duties of the President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice President may sign, with the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him by the President or
by the Board of Directors.
Section 4.7 SECRETARY. The Secretary shall: (a) prepare and maintain as
permanent records the minutes of the proceedings of the shareholders and the
Board of Directors, a record of all actions taken by the shareholders or Board
of Directors without a meeting, a record of all actions taken by a committee
of the Board of Directors in place of the Board of Directors on behalf of the
corporation, and a record of all waivers of notice and meetings of
shareholders and of the Board of Directors or any committee thereof (b) ensure
that all notices are duly given in accordance with the provisions of these
Bylaws and as required by law, (c) serve as custodian of the corporate records
and of the seal of the corporation and affix the seal to all documents when
authorized by the Board of Directors, (d) keep at the corporation's registered
office or principal place of business a record containing the names and
addresses of all shareholders in a form that permits preparation of a list of
shareholders arranged by voting group and by class or series of shares within
each voting group, that is alphabetical within each class or series and that
shows the address of, and the number of shares of each class or series held
by, each shareholder, unless such a record shall be kept at the office of the
corporation's transfer agent or registrar, (e) maintain at the corporation's
principal office the originals or copies of the corporation's Articles of
Incorporation, Bylaws, minutes of all shareholders' meetings and records of
all action taken by shareholders without a meeting for the past three years,
all written communications within the past three years to shareholders as a
group or to the holders of any class or series of shares as a group, a list of
the names and business addresses of the current directors and officers, a copy
of the corporation's most recent corporate report filed with the Secretary of
State, and financial statements showing in reasonable detail the corporation's
assets and liabilities and results of operations for the last three years, (f)
have general charge of the stock transfer books of the corporation, unless the
corporation has a transfer agent, (g) authenticate records of the corporation,
and (h) in general, perform all duties incident to the office of secretary and
such other duties as from time to time may be assigned to him by the president
or by the board of the Board of Directors. Assistant Secretaries, if any,
shall have the same duties and powers, subject to supervision by the
Secretary. The directors and/or shareholders may however respectively
designate a person other than the Secretary or Assistant Secretary to keep
the minutes of their respective meetings.
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Any books, records, or minutes of the corporation may be in written form
or in any form capable of being converted into written form within a
reasonable time.
Section 4.8 TREASURER. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; (b)
receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article V of these Bylaws; and
(c) in general perform all of the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him or her by
the President or by the Board of Directors.
Section 4.9 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
The Assistant Secretaries, when authorized by the Board of Directors, may sign
with the Chair or Vice Chair of the Board of Directors or the President or a
Vice President certificates for shares of the corporation the issuance of which
shall have been authorized by a resolution of the Board of Directors. The
Assistant Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.
Section 4.10 BONDS. If the Board of Directors by resolution shall so
require, any officer or agent of the corporation shall give bond to the
corporation in such amount and with such surety as the Board of Directors may
deem sufficient, conditioned upon the faithful performance of their
respective duties and offices.
Section 4.11 SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 5.1 CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances.
Section 5.2 LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such authority
may be general or confined to specific instances.
Section 5.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 5.4 DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VI
SHARES, CERTIFICATES FOR SHARES
AND TRANSFER OF SHARES
Section 6.1 REGULATION. The Board of Directors may make such rules and
regulations as it may deem appropriate concerning the issuance, transfer and
registration of certificates for shares of the corporation, including the
appointment of transfer agents and registrars.
Section 6.2 SHARES WITHOUT CERTIFICATES. Unless otherwise provided by the
Articles of Incorporation or these Bylaws, the board of directors may
authorize the issuance of any of its classes or series of shares without
certificates. Such authorization shall not affect shares already represented
by certificates until they are surrendered to the corporation.
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Within a reasonable time following the issue or transfer of shares
without certificates, the corporation shall send the shareholder a complete
written statement of the information required on certificates by the Wisconsin
Business Corporation Act.
Section 6.3 CERTIFICATES FOR SHARES. If shares of the corporation are
represented by certificates, the certificates shall be respectively numbered
serially for each class of shares, or series thereof, as they are issued,
shall be impressed with the corporate seal or a facsimile thereof, and shall
be signed by the Chair or Vice Chair of the Board of Directors or by the
President or a Vice President and by the Treasurer or an Assistant Treasurer
or by the Secretary or an Assistant Secretary; provided that such signatures
may be facsimile if the certificate is countersigned by a transfer agent, or
registered by a registrar other than the corporation itself or its employee.
Each certificate shall state the name of the corporation, the fact that the
corporation is organized or incorporated under the laws of the State of
Wisconsin, the name of the person to whom issued, the date of issue, the class
(or series of any class), and the number of shares represented thereby. A
statement of the designations, preferences, qualifications, limitations,
restrictions and special or relative rights of the shares of each class shall
be set forth in full or summarized on the face or back of the certificates
which the corporation shall issue, or in lieu thereof, the certificate may set
forth that such a statement or summary will be furnished to any shareholder
upon request without charge. Each certificate shall be otherwise in such form
as may be prescribed by the Board of Directors and as shall conform to the
rules of any stock exchange on which the shares may be listed.
The corporation shall not issue certificates representing fractional
shares and shall not be obligated to make any transfers creating a fractional
interest in a share of stock. The corporation may, but shall not be obligated
to, issue scrip in lieu of any fractional shares, such scrip to have terms
and conditions specified by the Board of Directors.
Section 6.4 CANCELLATION OF CERTIFICATES. All certificates surrendered to
the corporation for transfer shall be canceled and no new certificates shall
be issued in lieu thereof until the former certificate for a like number of
shares shall have been surrendered and canceled, except as herein provided
with respect to lost, stolen or destroyed certificates.
Section 6.5 LOST, STOLEN OR DESTROYED CERTIFICATES. Any shareholder
claiming that his certificate for shares is lost, stolen or destroyed may make
an affidavit or affirmation of that fact and lodge the same with the
Secretary of the corporation, accompanied by a signed application for a new
certificate.
Thereupon, and upon the giving of a satisfactory bond of indemnity to the
corporation not exceeding an amount double the value of the shares as
represented by such certificate (the necessity for such bond and the amount
required to be determined by the President and Treasurer of the corporation),
a new certificate may be issued of the same tenor and representing the same
number, class and series of shares as were represented by the certificate
alleged to be lost, stolen or destroyed.
Section 6.6 TRANSFER OF SHARES. Subject to the terms of any shareholder
agreement relating to the transfer of shares or other transfer restrictions
contained in the Articles of Incorporation or authorized therein, shares of
the corporation shall be transferable on the books of the corporation by the
holder thereof in person or by his duly authorized attorney, upon the
surrender and cancellation of a certificate or certificates for a like number
of shares. Upon presentation and surrender of a certificate for shares
properly endorsed and payment of all taxes therefor, the transferee shall be
entitled to a new certificate or certificates in lieu thereof. As against the
corporation, a transfer of shares can be made only on the books of the
corporation and in the manner hereinabove provided, and the corporation shall
be entitled to treat the holder of record of any share as the owner thereof
and shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it
shall have express or other notice thereof, save as expressly provided by the
statutes of the State of Wisconsin.
Page 44
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall end on the 30th day of June
in each calendar year.
ARTICLE VIII
DISTRIBUTIONS
The Board of Directors may from time to time declare, and the corporation
may pay, distributions on its outstanding shares in the manner and upon the
terms and conditions provided by the Wisconsin Business Corporation Act and
its Articles of Incorporation.
ARTICLE IX
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words "CORPORATE SEAL."
ARTICLE X
The Board of Directors shall have power, to the maximum extent permitted
by the Wisconsin Business Corporation Act, to make, amend and repeal the Bylaws
of the corporation at any regular or special meeting of the board unless the
shareholders, in making, amending or repealing a particular Bylaw, expressly
provide that the directors may not amend or repeal such Bylaw. The
shareholders also shall have the power to make, amend or repeal the Bylaws of
the corporation at any annual meeting or at any special meeting called for
that purpose.
AMENDMENTS
ARTICLE XI
EXECUTIVE COMMITTEE
Section 11.1 APPOINTMENT. The Board of Directors by resolution adopted by
a majority of the full Board, may designate two or more of its members to
constitute an Executive Committee. The designation of such Committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.
Section 11.2 AUTHORITY. The Executive Committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority
of the Board of Directors except to the extent, if any, that such authority
shall be limited by the resolution appointing the Executive Committee and
except also that the Executive Committee shall not have the authority of the
Board of Directors in reference to authorizing distributions, filling
vacancies on the Board of Directors, authorizing reacquisition of shares,
authorizing and determining rights for shares, amending the Articles of
Incorporation, adopting a plan of merger or consolidation, recommending to the
shareholders the sale, lease or other disposition of all or substantially all
of the property and assets of the corporation otherwise than in the usual and
regular course of its business, recommending to the shareholders a voluntary
dissolution of the corporation or a revocation thereof, or amending the
Bylaws of the corporation.
Section 11.3 TENURE AND QUALIFICATIONS. Each member of the Executive
Committee shall hold office until the next regular annual meeting of the Board
of Directors following his or her designation and until his or her successor
is designated as a member of the Executive Committee and is elected and
qualified.
Page 45
Section 11.4 MEETINGS. Regular meetings of the Executive Committee may be
held without notice at such time and places as the Executive Committee may fix
from time to time by resolution. Special meetings of the Executive Committee
may be called by any member thereof upon not less than one day's notice
stating the place, date and hour of the meeting, which notice may be written
or oral, and if mailed, shall be deemed to be delivered when deposited in the
United States mail addressed to the member of the Executive Committee at his
or her business address. Any member of the Executive Committee may waive
notice of any meeting and no notice of any meeting need be given to any member
thereof who attends in person. The notice of a meeting of the Executive
Committee need not state the business proposed to be transacted at the
meeting.
Section 11.5 QUORUM. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the Executive Committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
Section 11.6 INFORMAL ACTION BY EXECUTIVE COMMITTEE. Any action required
or permitted to be taken by the Executive Committee at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the members of the Executive Committee entitled to
vote with respect to the subject matter thereof.
Section 11.7 VACANCIES. Any vacancy in the Executive Committee may be
filled by a resolution adopted by a majority of the full Board of Directors.
Section 11.8 RESIGNATIONS AND REMOVAL. Any member of the Executive
Committee may be removed at any time with or without cause by resolution
adopted by a majority of the full Board of Directors. Any member of the
Executive Committee may resign from the Executive Committee at any time by
giving written notice to the President or Secretary of the corporation, and
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 11.9 PROCEDURE. The Executive Committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall
not be inconsistent with these Bylaws. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information
at the meeting thereof held next after the proceedings shall have been taken.
ARTICLE XII
EMERGENCY BY-LAWS
The Emergency Bylaws provided in this Article XII shall be operative
during any emergency in the conduct of the business of the corporation
resulting from a catastrophic event that prevents the normal functioning of
the offices of the Corporation, notwithstanding any different provision in the
preceding articles of the Bylaws or in the Articles of Incorporation of the
corporation or in the Wisconsin Business Corporation Act. To the extent not
inconsistent with the provisions of this Article, the Bylaws provided in the
preceding articles shall remain in effect during such emergency and upon its
termination the Emergency Bylaws shall cease to be operative.
During any such emergency:
(a) A meeting of the Board of Directors may be called by any officer or
director of the corporation. Notice of the time and place of the meeting shall
be given by the person calling the meeting to such of the directors as it may
be feasible to reach by any available means of communication. Such notice
shall be given at such time in advance of the meeting as circumstances permit
in the judgment of the person calling the meeting.
(b) At any such meeting of the Board of Directors, a quorum shall consist
of the number of directors in attendance at such meeting.
(c) The Board of Directors, either before or during any such emergency,
may, effective in the emergency, change the principal office or designate
several alternative principal offices or regional offices, or authorize the
officers so to do.
Page 46
(d) The Board of Directors, either before or during any such emergency,
may provide, and from time to time modify, lines of succession in the event
that during such an emergency any or all officers or agents of the corporation
shall for any reason be rendered incapable of discharging their duties.
(e) No officer, director or employee acting in accordance with these
Emergency Bylaws shall be liable except for willful misconduct.
(f) These Emergency Bylaws shall be subject to repeal or change by
further action of the Board of Directors or by action of the shareholders, but
no such repeal or change shall modify the provisions of the next preceding
paragraph with regard to action taken prior to the time of such repeal or
change. Any amendment of these Emergency Bylaws may make any further or
different provision that may be practical and necessary for the circumstances
of the emergency.
CERTIFICATE
I hereby certify that the foregoing Amended Bylaws constitute the Bylaws
of Global Green Holdings, Limited, adopted by the Board of Directors and
Shareholders of the corporation as of July 23, 2009.
/s/ Gerard Werner
_______________________________
GERARD WERNER
President
Page 47
UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF
Global Green Holdings, Limited
July 23, 2009
Pursuant to the provisions of the Wisconsin Business Corporation Act, the
undersigned, being all of the Directors of GLOBAL GREEN HOLDINGS, Limited, do
hereby waive any and all notice that may be required to be given with respect to
a meeting of the Directors of the Corporation and do hereby unanimously take,
ratify, confirm and approve the following actions, as of July 23, 2009:
1.RESOLVED, that these Minutes of action shall constitute the record of an
Annual Meeting of the Board of Directors of GLOBAL GREEN HOLDINGS, Limited, and
when signed by all of the Directors, the Secretary of the Corporation, or any
other proper officer, is hereby authorized to certify any of the actions
hereinafter taken of this Corporation, on the date hereof, in accordance with
the requirements established by law.
2.RESOLVED, that the following provision is hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
directors and stockholders:
The Board of Directors of the Corporation is hereby empowered to fix the value
of and to authorize the issuance from time to time of shares of its stock of
any class, whether now or hereafter authorized, or securities convertible
into shares of its stock of any class or classes, whether now or hereafter
authorized.
3.RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.
IN WITNESS WHEREOF, the undersigned Director has evidenced his
approval of the above proceedings as of the date first above mentioned.
/s/ Gerard Werner
_____________________________
GERARD WERNER
Page 48
UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF
GLOBAL GREEN HOLDINGS, Limited
July 23, 2009
Pursuant to the provisions of the Wisconsin Business Corporation Act, the
undersigned, being all of the Directors of GLOBAL GREEN HOLDINGS, Limited,
do hereby waive any and all notice that may be required to be given with
respect to a meeting of the Directors of the Corporation and do hereby
unanimously take,ratify, confirm and approve the following actions, as of
July 23, 2009:
1.RESOLVED, that these Minutes of action shall constitute the record of an
Annual Meeting of the Board of Directors of GLOBDL GREEN HOLDINGS, Limited, and
when signed by all of the Directors, the Secretary of the Corporation, or any
other proper officer, is hereby authorized to certify any of the actions
hereinafter taken of this Corporation, on the date hereof, in accordance with
the requirements established by law.
2.RESOLVED, that the following provision is hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
directors and stockholders:
The Board of Directors may classify or reclassify any unissued stock by
setting or changing in any one or more respects, from time to time before
issuance of such stock, the preferences, conversion or other rights, voting
powers, restrictions, limitations as to distributions, qualifications, and
terms or conditions of redemption of such stock.
3.RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.
IN WITNESS WHEREOF, the undersigned Directors has evidenced his approval
of the above proceedings as of the date first above mentioned.
/s/ Gerard Werner
____________________________
GERARD WERNER
Page 49
UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF
GLOBAL GREEN HOLDINGS, Limited
July 23, 2009
Pursuant to the provisions of the Wisconsin Business Corporation Act, the
undersigned, being all of the Directors of GLOBAL GREEN HOLDINGS, Limited,
do hereby waive any and all notice that may be required to be given with
respect toa meeting of the Directors of the Corporation and do hereby
unanimously take,ratify, confirm and approve the following actions, as of
July 23, 2009:
1.RESOLVED, that these Minutes of action shall constitute the record of an
Annual Meeting of the Board of Directors of GLOBAL GREEN HOLDINGS, Limited, and
when signed by all of the Directors, the Secretary of the Corporation, or any
other proper officer, is hereby authorized to certify any of the actions
hereinafter taken of this Corporation, on the date hereof, in accordance with
the requirements established by law.
2.RESOLVED, that the following provision is hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
directors and stockholders:
The Corporation shall issue shares of stock of any class now or hereafter
authorized, or any securities exchangeable for, or convertible into such
shares, or warrants or other instruments evidencing rights or options to
subscribe for, or otherwise acquire such shares, only if the issuance of such
shares or such securities exchangeable for, or convertible into such shares,
or such warrants or any other instruments evidencing rights or options to
subscribe for, purchase or otherwise acquire such shares, shall be authorized
by the unanimous vote of all of the directors comprising the Board of
Directors of the Corporation.
In the event that the issuance of such shares, or such securities exchangeable
for, or convertible into such shares, or such warrants or any other
instruments evidencing rights or options to subscribe for, purchase or
otherwise acquire such shares, shall be authorized by the unanimous vote of
all of the directors comprising the Board of Directors of the Corporation, the
issuance of such shares or such securities exchangeable for, or convertible
into such shares, or such warrants or, any other instruments evidencing rights
or options to subscribe for, purchase or otherwise acquire such shares, shall
be made for such consideration as the Board of Directors of the Corporation by
the unanimous vote of all of the directors thereof shall deem advisable.
3.RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.
IN WITNESS WHEREOF, the undersigned Director has evidenced his
approval of the above proceedings as of the date first above mentioned.
/s/ Gerard Werner
____________________________
GERARD WERNER
Page 50
UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF
GLOBAL GREEN HOLDINGS, Limited
July 23, 2009
Pursuant to the provisions of the Wisconsin Business Corporation Act, the
undersigned, being all of the Directors of GLOBAL GREEN HOLDINGS, Limited,
do hereby waive any and all notice that may be required to be given with
respect to a meeting of the Directors of the Corporation and do hereby
unanimously take, ratify, confirm and approve the following actions, as of
July 23, 2009:
1.RESOLVED, that these Minutes of action shall constitute the record of an
Annual Meeting of the Board of Directors of GLOBAL GREEN HOLDINGS, Limited, and
when signed by all of the Directors, the Secretary of the Corporation, or any
other proper officer, is hereby authorized to certify any of the actions
hereinafter taken of this Corporation, on the date hereof, in accordance with
the requirements established by law.
2.RESOLVED, that newly created directorships resulting from any increase of
the authorized number of Directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall be filled by a majority vote of the remaining
Directors, though less than a quorum, and the Directors so chosen shall hold
office for a term expiring at the next annual meeting of shareholders at which
a successor shall be elected and shall qualify. The shareholders shall not
be entitled to fill a vacancy created on the Board of Directors.
3.RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.
IN WITNESS WHEREOF, the undersigned Directors have evidenced their
approval of the above proceedings as of the date first above mentioned.
/s/ Gerard Werner
_________________________
GERARD WERNER
Page 51
UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF
GLOBAL GREEN HOLDINGS, Limited
July 23, 2009
Pursuant to the provisions of the Wisconsin Business Corporation Act, the
undersigned, being all of the Directors of GLOBAL GREEN HOLDINGS, Limited,
do hereby waive any and all notice that may be required to be given with
respect to a meeting of the Directors of the Corporation and do hereby
unanimously take,ratify, confirm and approve the following actions, as of
July 23, 2009:
1.RESOLVED, that these Minutes of action shall constitute the record of an
Annual Meeting of the Board of Directors of GLOBAL GREEN HOLDINGS, Limited, and
when signed by all of the Directors, the Secretary of the Corporation, or any
other proper officer, is hereby authorized to certify any of the actions
hereinafter taken of this Corporation, on the date hereof, in accordance with
the requirements established by law.
2.RESOLVED, that the officers shall be elected annually by the Board of
Directors at its first meeting following the annual meeting of stockholders,
except where a longer term is expressly provided in an employment contract
duly authorized and approved by the Board of Directors. In any such employment
contract, an officer may be employed for a term in excess of one year and for
so long a term as shall be determined by the Board of Directors otherwise in
accordance with the Wisconsin Business Corporation Act.
3.RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.
IN WITNESS WHEREOF, the undersigned Director has evidenced his
approval of the above proceedings as of the date first above mentioned.
/s/ Gerard Werner
_________________________
GERARD WERNER
Page 52
UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF
GLOBAL GREEN HOLDINGS, Limited
July 23, 2009
Pursuant to the provisions of the Wisconsin Business Corporation Act, the
undersigned, being all of the Directors of GLOBAL GREEN HOLDINGS, Limited,
do hereby waive any and all notice that may be required to be given with
respect to a meeting of the Directors of the Corporation and do hereby
unanimously take, ratify, confirm and approve the following actions, as of
July 23, 2009:
1.RESOLVED, that these Minutes of action shall constitute the record of an
Annual Meeting of the Board of Directors of GLOBAL GREEN HOLDINGS, Limited, and
when signed by all of the Directors, the Secretary of the Corporation, or any
other proper officer, is hereby authorized to certify any of the actions
hereinafter taken of this Corporation, on the date hereof, in accordance
with the requirements established by law.
2.RESOLVED, that Members of the Board of Directors and the shareholders at any
annual or special meeting may participate in a meeting by means of a
conference telephone, videolink or similar communications equipment if all
persons participating in the meeting can hear and speak to each other at the
same time. Participation in a meeting by these means constitutes presence in
person at a meeting.
3.RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.
IN WITNESS WHEREOF, the undersigned Director has evidenced his
approval of the above proceedings as of the date first above mentioned.
/s/ Gerard Werner
_________________________
GERARD WERNER
Page 53
GLOBAL GREEN HOLDINGS, LIMITED
THIS PRE-INCORPORATION CONSULTATION AND
SUBSCRIPTION AGREEMENT ("Agreement") is made and entered into
this 23rd day of July, 2009, by and between Gerard Werner,
and Global Green:
WHEREAS, the parties desire to form a corporation pursuant to
the laws of the State of Wisconsin, under the name of GLOBAL GREEN HOLDINGS,
LIMITED(the "Company"), to engage, in the business of acting as a
capital market access vehicle by registering its securities with the U.S.
Securities and Exchange Commission under the Securities Exchange Act
of 1934, and thereafter seeking to acquire one or more existing businesses
through merger or acquisition; and
WHEREAS, the parties desire to subscribe for the acquisition of
stock to be issued upon formation of the Company, and have mutually
agreed that the consideration for the issuance of such shares shall be pre-
incorporation services and assistance to the Company relating to its
formation, determination of an appropriate capital structure, and in
developing its business plan.
NOW, THEREFORE, in consideration of the foregoing, and in
consideration of the mutual covenants and promises hereinafter set forth,
it is agreed as follows:
1. Agreement to Form Corporation. The undersigned parties hereby
agree to form a corporation pursuant to the laws of the State of Wisconsin,
under the name of GLOBAL GREEN HOLDINGS, LIMITED (the "Company"). The
corporation shall be formed for the purpose of acting as a capital market
access vehicle by registering its securities with the U.S. Securities and
Exchange Commission under the Securities Exchange Act of 1934, and
thereafter seeking to acquire one or more existing businesses through
merger or acquisition.
2. Preincorporation Services. By execution of this Agreement, each of
the undersigned hereby agrees to provide such services as may be
necessary or appropriate prior to the incorporation of the Company, for
purposes of determining the feasibility of, and completing, the Company's
business plan, including, but not limited to, determining the Company's
capital needs, establishing an appropriate capital structure, investigating
the likelihood of finding a suitable merger or acquisition target, reviewing
applicable legal and regulatory restrictions imposed by the Securities and
Exchange Commission, the National Association of Securities Dealers,
and other governmental or regulatory organizations, and the like.
3. Agreement to Serve as Incorporator. By execution of this Agreement,
Gerard Werner hereby agrees to serve as incorporator of the Company and
to provide services in conjunction with its incorporation and in
conjunction with the preparation of all necessary organizational
documents, including, but not limited to, articles of incorporation, bylaws,
subscription agreements, organizational meeting minutes, and the like.
4. Agreement to Serve as Officers and Directors. By execution of this
Agreement, Gerard Werner hereby agrees to serve as officer and director
of the Company following its incorporation, and in that capacity, to assume
responsibility for implementation of the Company's business plan.
5. Consideration. As consideration for the services described herein,
upon formation of the Company, the undersigned shall cause the
Company to issue and deliver to each of the parties hereto, and each of
the parties hereto hereby agrees to accept the following as full
consideration for the services rendered:
Description of
Name Securities Value
Gerard Werner 1,710,000 Units $1710
Total 1,710,000 Units $1710
Each unit consists of one share of Common Stock.
The agreed upon fair market value of the Units for purposes of this
Agreement is $0.001 per Unit. Accordingly, upon issuance such Units
shall be valued on the books of the Company at $0.001 per Unit.
6. Exemption from Registration. The parties hereto intend and agree that
this Agreement shall serve as a written compensatory contract which,
upon formation of the Company, satisfies the requirements of Rule 701
adopted by the Securities and Exchange Commission under the Securities
Act of 1933, as amended. Accordingly, it is the intent of the parties that
the exemption from registration provided by Rule 701 shall be applicable
to the issuance of the Units.
7. Representations and Acknowledgments. The parties hereto make the
following representations and acknowledgments:
(a) Neither the Units, nor the underlying securities shall, upon
issuance, have been registered under the Securities Act of 1933, as
amended (the "Act"), or under any State Blue Sky or securities laws and
only the Company can register such securities under the Act or under
applicable State Blue Sky or securities laws.
(b) Upon issuance, the Units and the underlying securities shall
constitute "restricted securities" as that term is defined in Rule 144 under
the Act.
(c) Following issuance, neither the Units nor the underlying securities
may be sold or transferred for value without registration under the
Securities Act of 1933, as amended, or under applicable State blue sky or
securities laws, or in the absence of an opinion of counsel acceptable to
the Company that such registration is not required under such Act or
Acts, and it is not anticipated that the Company will, at any time, seek to
register the Units or the underlying securities under the Act or under any
applicable state blue sky or securities laws.
(d) Following its formation and the issuance of the Units, the
Company may, from time to time, make stop transfer notations in the
Company's records to assure compliance with the Act and any applicable
State blue sky or securities laws.
(e) In accordance with the foregoing restrictions, the parties hereby
agree that a legend substantially to the effect of the following may be
placed upon all certificates representing the shares and the warrants
comprising the Units:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER
OTHER SECURITIES LAWS. SUCH SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (i)
THEY SHALL HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE
SECURITIES ACT, OR (ii) THE COMPANY SHALL HAVE BEEN
FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY
TO COUNSEL FOR THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER ANY OF SUCH ACTS."
(f) The parties hereto are acquiring the Units upon issuance solely for
their own account and not on behalf of any other person.
(g) The parties hereto are acquiring the Units upon issuance for
investment purposes and not with the present intent of reselling or
otherwise distributing the Units or the underlying securities.
(h) By execution of this Agreement, the parties hereto agree to
execute and deliver to the Company, following its formation, any
document, or do any other act or thing, which the Company may
reasonably request in connection with the acquisition of the Units.
8. Assignment. None of the parties hereto, or their heirs, executors,
representatives or assigns shall sell, assign, create a security interest in,
pledge, or otherwise transfer or encumber the Units to be issued
hereunder, or the underlying securities, without the express prior written
consent of each of the other parties hereto.
9. Wisconsin Law. This Agreement shall be governed by, and construed
in accordance with the laws of the State of Wisconsin.
10. Binding Effect. This Agreement shall inure to the benefit of, and be
binding upon the parties, and their respective heirs, executors,
representatives and permitted assigns.
11. Entire Agreement. This Agreement supersedes all agreements
previously made between the parties relating to its subject matter. There
are no other understandings or agreements between the parties.
IN WITNESS WHEREOF, this Preincorporation Consultation and
Subscription Agreement Regarding GLOBAL GREEN HOLDINGS, LIMITED
has been executed as of the day and year first above written.
/s/Gerard Werner
By:___________________
GERARD WERNER
Page 55
