SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 8, 2012
GREEN GLOBAL INVESTMENTS, INC.
(Exact name of registrant as specified in Charter)
(State or other jurisdiction of
incorporation or organization)
(Commission File No.)
(IRS Employee Identification No.)
74-77 Connaught Road Central
Beautiful Group Tower, Suite 802
Hong Kong, Hong Kong
(Address of Principal Executive Offices)
(Issuer Telephone Number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Statements included in this Current Report filed on Form 8-K (“Form 8-K”) that do not relate to present or historical conditions are forward-looking statements. Forward-looking statements may include, without limitation, statements relating to our plans, strategies, objectives, expectations and intentions and are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as believes, forecasts, intends, possible, estimates, anticipates, and plans and similar expressions are intended to identify forward-looking statements. Our ability to predict projected results or the effect of events on our operating results is inherently uncertain. Forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those discussed in this document. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or managements good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Important factors that could cause actual performance or results to differ materially from those expressed in or implied by, forward-looking statements include, but are not limited to: (i) our ability to consummate the share exchange transaction described in this Form 8-K, and (ii) other factors described under Risk Factors contained in our 2012 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
On March 6, 2012, Green Global Investments, Inc., a Florida corporation (Company) filed a Current Report on Form 8-K (the Original Form 8-K) reporting the Companys entrance into a Membership Interest and Share Exchange Agreement (the Agreement) by and between the Company, Allen Tat Yan Huie (Huie), The Allen Huie Family Trust (Huie Trust), CommerCenters, LLC, a Florida limited liability company (Comcen) and certain individuals listed on Exhibit A of the Agreement (collectively, the Members), whereby the Members each agreed to assign their units in Comcen (the Units) in exchange for a number of shares of common stock in the Company (the Shares) as more specifically set forth in the Agreement. We are filing this amendment to the Original Form 8-K for (a) purposes of correcting an error in the Agreement which was filed as an attachment to the Original Form 8-K; and (b) to include the required financial information.
Entry into a Material Definitive Agreement.
In the Agreement attached to the Original Form 8-K, Exhibit D contained a scriveners error in the number of Shares owned by Allen Tat Yan Huie and in the number of Shares owned by All Other Shareholders Together. In accordance with the amendment attached hereto as Exhibit 10.1, we hereby amend and restate Exhibit D in its entirety as set forth in Exhibit 10.1. (the Amendment).
In addition to the foregoing, the Members (as defined in the Agreement,) were provided with certain rights as set forth in Section 5 of the Agreement, to unwind the transactions contemplated in the Agreement if the Company was unable to complete a private capital raise in the amount of at least $2,000,000 within ninety (90) of the effective date of the Agreement (the Capital Raise). The Members have agreed to waive their rights to unwind the transaction in the event that the Capital Raise is not completed within such ninety (90) day time period as set forth in the Written Consent Amending Certain Provisions of Membership Interest and Share Exchange Agreement (the Written Consent) attached hereto as Exhibit 10.2.
The foregoing descriptions of the Amendment and the Written Consent are only summaries, do not purport to be complete and are qualified in their entirety by reference to the copies of the Amendment and the Written Consent filed herewith as Exhibit 10.1 and Exhibit 10.2, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
CommerCenters, LLC and Subsidiaries
Independent Auditors Report
Consolidated Financial Statements
Statement of Operations
Statement of Members Equity
Statement of Cash Flows
Notes to Financial Statements
(b) Pro Forma Financial Information
Second Amendment to Membership Interest and Share Exchange Agreement
Written Consent Amending Certain Provisions of Membership Interest and Share Exchange Agreement
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report be signed on its behalf by the undersigned hereunto duly authorized.
GREEN GLOBAL INVESTMENTS, INC.
/s/ Richard A. Asta
Richard A. Asta
President and Chief Financial Officer
Dated: May 8, 2012