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EXCEL - IDEA: XBRL DOCUMENT - LivingVentures, Inc. | Financial_Report.xls |
EX-31 - EXHIBIT 31.2 - LivingVentures, Inc. | ggi063012q_ex31z2.htm |
EX-31 - EXHIBIT 31.1 - LivingVentures, Inc. | ggi063012q_ex31z1.htm |
EX-32 - EXHIBIT 31.2 - LivingVentures, Inc. | ggi063012q_ex32.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2012
OR
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from _______________ to _______________ |
COMMISSION FILE NUMBER: 000-50196
GREEN GLOBAL INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
Florida (State or other jurisdiction of Incorporation or Organization) | 65-0968842 (I.R.S. Employer Identification No.) |
|
|
2200 Lucien Way, Suite 350 (Address of principal executive offices) | not applicable (Zip Code) |
| |
(407) 875-9989 (Registrants telephone number, including area code) | |
(Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨ (Not required)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (check one).
Large accelerated filer | £ |
| Accelerated filer | £ |
Non-accelerated filer | £ |
| Smaller reporting company | S |
(Do not check if smaller reporting company) |
|
|
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ No ý
Indicated the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 50,106,330 shares of common stock are issued and outstanding as of August 15, 2012.
TABLE OF CONTENTS
| Page | |
PART I. - FINANCIAL INFORMATION | ||
Item 1. | Financial Statements. | 3 |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations. | 16 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 20 |
Item 4T | Controls and Procedures. | 20 |
PART II - OTHER INFORMATION | ||
Item 1. | Legal Proceedings. | 21 |
Item 1A. | Risk Factors. | 21 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 21 |
Item 3. | Defaults Upon Senior Securities. | 21 |
Item 4. | Submission of Matters to a Vote of Security Holders. | 21 |
Item 5. | Other Information. | 21 |
Item 6. | Exhibits. | 21 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as plan, anticipate, believe, estimate, should, expect and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You, the readers, should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2011 appearing under Part I., Item 1. Description of Business - Risk Factors. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the SEC), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.
OTHER PERTINENT INFORMATION
Unless otherwise specifically stated, all reference to us, our, we, or the Company are to Green Global Investments, Inc., a Florida corporation, and our subsidiaries China Clean & Renewable Energy Limited, a corporation formed under the laws of Hong Kong (CCRE), Renewable Energy Enterprises (Shanghai) Company, Ltd., a company formed under the laws of the Peoples Republic of China (REEC), EEP Ltd., a company formed under the laws of Hong Kong (EEPL), CommerCenters LLC, a Florida limited liability company, LivingVentures LLC (LVL), CommerCenters EB5 Regional Center Investments, LLC (CCEB), and GGI (Asia) Limited, a company formed under the laws of Hong Kong.
2
PART 1 - FINANCIAL INFORMATION
Item 1.
Financial Statements.
GREEN GLOBAL INVESTMENTS, INC.
AND SUBSIDIARIES
CONTENTS
|
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2012 (UNAUDITED) AND DECEMBER 31, 2011. |
|
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, OF 2012 AND 2011 (UNAUDITED). |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011 (UNAUDITED). |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED). |
3
GREEN GLOBAL INVESTMENTS, INC. AND SUBSIDIAIRIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
|
| As of |
| As of |
|
|
| June 30,2012 |
| December 31,2011 |
ASSETS |
|
|
|
| |
Current Assets: |
|
|
|
|
|
Cash |
| $ | 32,192 |
| 54,978 |
Restricted Cash |
|
| - |
| 173,750 |
Accounts Receivable |
|
| 35,729 |
| 234,922 |
Deferred Charges |
|
| 70,947 |
| 3,758 |
Deposits and Other Assets |
|
| 195,801 |
| 2,446 |
Inventories |
|
| - |
| 169,154 |
Total Current Assets |
|
| 334,669 |
| 639,008 |
|
|
|
|
|
|
Fixed Assets, net |
|
| 943 |
| 28,240 |
|
|
|
|
|
|
Goodwill |
|
| 556,905 |
| - |
Total Assets |
| $ | 892,517 |
| 667,248 |
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
| |
Current Liabilities |
|
|
|
|
|
Bank Loan |
| $ | 49,660 |
| - |
Loan Payable |
|
| 245,334 |
| 341,143 |
Note Payable |
|
| 582,560 |
| - |
Note Payable - Related Party |
| - |
| 855,392 | |
Shareholder's Advance |
|
| 216,569 |
| - |
Amount due to Affiliates |
|
| 228,734 |
| - |
Accounts Payable and Accrued Expenses |
| 30,366 |
| 246,847 | |
Accounts Payable - Shares to be issued |
| 100,000 |
| - | |
Taxation |
|
| - |
| 3,410 |
Total Current Liabilities |
| 1,453,223 |
| 1,446,792 | |
|
|
|
|
|
|
Stockholders' (Deficit) Equity |
|
|
|
| |
Preferred Stock, $0.001 par value, 10,000,000 shares |
|
|
|
| |
Authorised, None Issued and outstanding |
| - |
| - | |
Common Stock, $0.001 par value; 100,000,000 shares |
|
|
|
| |
Issued and Outstanding Respectively |
| 50,106 |
| 24,580 | |
Additional Paid-in Capital |
|
| 978,036 |
| 684,483 |
Accumulated Other Comprehensive Loss |
| - |
| (2,872) | |
Deficit |
|
| (1,484,652) |
| (1,485,735) |
Total Stockholders' Deficit |
| (456,510) |
| (779,544) | |
Non-controlling Interests |
|
| (104,196) |
| - |
Total Liabilities and Stockholders' Deficit | $ | 892,517 |
| 667,248 |
See accompanying notes to financial statements
4
GREEN GLOBAL INVESTMENTS, INC. AND SUBSIDIAIRIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
| For the three months ended June 30 |
| For the six months ended June 30 | ||||
|
|
|
|
| Restated |
|
|
| Restated |
|
|
| 2012 |
| 2011 |
| 2012 |
| 2011 |
|
|
|
|
|
|
|
|
|
|
Revenue | $ | - | $ | - | $ | - | $ | - | |
|
|
|
|
|
|
|
|
|
|
Cost of Revenue |
| - |
| - |
| - |
| - | |
|
|
|
|
|
|
|
|
|
|
Gross Profit |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
| |
Professional Fees |
| 105,859 |
| 4,500 |
| 128,511 |
| 9,236 | |
Salary Expense |
| 77,759 |
| - |
| 91,614 |
| - | |
General and Administrative |
| 116,799 |
| 4,330 |
| 138,091 |
| 8,730 | |
Total Operating Expenses | $ | 300,417 | $ | 8,830 | $ | 358,216 | $ | 17,966 | |
|
|
|
|
|
|
|
|
|
|
Loss from Operations |
| (300,417) |
| (8,830) |
| (358,216) |
| (17,966) | |
|
|
|
|
|
|
|
|
|
|
Other Income |
|
|
|
|
|
|
|
| |
Interest Income |
| - |
| - |
| - |
| - | |
Interest Expense |
| (3,531) |
| (3,861) |
| (5,099) |
| (7,997) | |
Total Other Loss |
| (3,531) |
| (3,861) |
| (5,099) |
| (7,997) | |
|
|
|
|
|
|
|
|
|
|
Net Loss on Continuing Operations | $ | (303,948) | $ | (12,691) | $ | (363,315) | $ | (25,963) | |
|
|
|
|
|
|
|
|
|
|
Discontinued Operations |
|
|
|
|
|
|
|
| |
Loss from Operations of Discontinued Subsidiaries |
| (56,985) |
| (44,398) |
| (192,258) |
| (133,197) | |
Loss on Disposal of Discontinued Subsidiaries |
| (748,247) |
| - |
| (748,247) |
| - | |
Net Loss on Discontinuing Operations | $ | (805,232) | $ | (44,398) | $ | (940,505) | $ | (133,197) | |
|
|
|
|
|
|
|
|
|
|
Net Loss before Provision for Income Taxes |
| (1,109,180) |
| (57,089) |
| (1,303,820) |
| (159,160) | |
|
|
|
|
|
|
|
|
|
|
Provision for Income Taxes |
| - |
| - |
| - |
| - | |
| $ | (1,109,180) | $ | (57,089) | $ | (1,303,820) | $ | (159,160) | |
Net Loss, Attributable to Non-controlling Interests |
| 33,882 |
| - |
| 104,196 |
| - | |
|
|
|
|
|
|
|
|
|
|
|
| $ | (1,075,298) | $ | (57,089) | $ | (1,199,624) | $ | (159,160) |
|
|
|
|
|
|
|
|
|
|
Net Loss Per Share - Basic and Diluted | $ | (0.02) | $ | (0.00) | $ | (0.02) | $ | (0.01) | |
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of Shares Outstanding |
|
|
|
|
|
|
|
| |
During the Period - Basic and Diluted |
| 50,106,330 |
| 24,580,000 |
| 50,106,330 |
| 24,580,000 |
See accompanying notes to financial statements
5
GREEN GLOBAL INVESTMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| For the six months ended June 30, | ||
|
| 2012 |
| 2011 |
Cash Flows from Operating Activities : |
|
|
|
|
Net Loss | $ | (1,303,820) |
| (155,355) |
Adjustments to Reconcile Net Loss to |
|
|
|
|
Net Cash Provided by (Used in) Operations :- |
|
|
|
|
Post Acquisition Losses Attributable to Non-controlling Interest |
| (41,212) |
| - |
Loss on Discontinued Operations |
| 940,505 |
| - |
Depreciation and Amortisation |
| 540 |
| 6,178 |
Change in Operating Assets and Liabilities: |
|
|
|
|
Decrease (Increase) in Restricted Cash |
| 173,750 |
| (64,452) |
Decrease in Accounts Receivable |
| 199,193 |
| 152,807 |
(Increase) in Deferred Charges |
| (67,189) |
| (9,410) |
(Increase) Decrease in Deposits and Other Assets |
| (193,355) |
| 45,408 |
Decrease in Inventories |
| 169,154 |
| 95,655 |
(Decrease) in Accounts Payable and Accrued Expenses |
| (216,481) |
| (182,821) |
(Increase) in Liabilities Due to Acquisition of a Subsidiary |
| (302,293) |
| - |
Decrease in Liabilities Due to Disposal of a Subsidiary |
| 392,100 |
| - |
Net Cash Used in Operating Activities |
| (249,108) |
| (111,990) |
|
|
|
|
|
Cash Flows from Investing Activities : |
|
|
|
|
Purchase of Fixed Assets |
| - |
| (3,775) |
Net Cash Used in Investing Activities |
| - |
| (3,775) |
|
|
|
|
|
Cash Flows from Financing Activities : |
|
|
|
|
Proceeds (Repayment) of Bank Loan |
| 49,660 |
| (183,897) |
(Repayment) of Loan Payable |
| (95,809) |
| - |
Proceeds of Note Payable |
| 582,560 |
| - |
(Repayment) Proceeds of Note Payable-Related Party |
| (855,392) |
| 326,675 |
Proceeds from Shareholder's Advance |
| 216,569 |
| - |
Amount due to Affiliates |
| 228,734 |
| - |
Proceeds from Accounts Payable- Shares to be issued |
| 100,000 |
| - |
(Repayment) of Other Loans |
| - |
| (33,458) |
Net Cash Provided by Financing Activities |
| 226,322 |
| 109,320 |
|
|
|
|
|
Net Increase (Decrease) in Cash prior to effect of |
|
|
|
|
Foreign Currency Transactions |
| (22,786) |
| (6,445) |
Foreign Currency Exchange Rate on Cash Effect |
| - |
| (4,665) |
|
|
|
|
|
Net Increase (Decrease) in Cash |
| (22,786) |
| (11,110) |
Cash at Beginning of Period |
| 54,978 |
| 105,426 |
Cash at End of Period | $ | 32,192 |
| 94,316 |
The Company paid $5,062 during six months in 2012 and paid $5,000 for interest six month in 2011 respectively. The Company did not pay taxes in 2012 and 2011.
The Company has acquired a subsidiary during the six months ended June 30, 2012. The acquisition was settled by an issuance of common shares with no cash forming part of the consideration.
The Company has also disposed a subsidiary during the six months ended June 30, 2012. The disposal had no cash forming part of the consideration.
See accompanying notes to financial statements
6
7
GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 AND 2011
(UNAUDITED)
NOTE 1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A)
Organization
Green Global Investments, Inc. ("GGI"), formerly known as China Renewable Energy Holdings, Inc. (CREH), was incorporated under the laws of the State of Florida on December 17, 1999. Name change was filed and became effective on September 27, 2011. GGI was originally organized to provide business services and financing to emerging growth entities involved in energy projects, and later redirected its business focus to market and to distribute energy-efficient products in China.
GGI (Asia) Limited (GGIA), a wholly owned subsidiary of GGI, formerly known as C B Resources Limited (CBRL), was incorporated on July 6, 2010 under the laws of Hong Kong, China. The company was organized to build critical strategic relationships in the Asian capital markets, which will, in turn, provide funding for future investment projects to be undertaken by the Company.
CommerCenters, LLC (CC) was incorporated under the laws of the State of Florida on September 6, 2007. CC is a fully integrated, real estate investment and development firm, headquartered in Orlando, Florida, with clients and joint venture partners in properties located principally in Central Florida. CC is a wholly owned subsidiary of GGI.
CommerCenters EB5 Regional Center Investments, LLC (CCEB), d/b/a Orlando EB5 Investments, is a Florida limited liability company formed in 2009 as a 50%-owned subsidiary of CC. Orlando EB5 Investments was formed with the purpose of operating as a Regional Center through the United States Citizenship and Immigration Services EB5 program. The EB5 program was established to act as an incentive for foreign investors to invest in business opportunities in the U.S.A. by granting the foreign investor a conditional visa upon investment, and a permanent visa if the underlying investment results in the creation of ten jobs within the U.S.A.
LivingVentures LLC (LVL), a wholly owned subsidiary of GGI, was formed on March 22, 2012 as a Florida limited company. The company was formed for the carrying out of the operations of property and facility management. The initial phase of operations will be implemented through collaborating with other business partners in the form of a joint-venture agreement.
GGI and all of its subsidiaries, GGIA, CC, CCEB and LVL, are hereafter referred to as the Company.
(B)
Discontinued Operations
On June 15, 2012, GGI entered into an agreement to sell the 100% shareholding in China Clean and Renewable Energy Limited (CCRE) to Power Pacific Holdings Limited, a British Virgin Islands corporation. The transaction was structured as a sale of CCREs assets, and was completed on June 15, 2012. CCREs assets in the transaction included its 100% shareholding in both of the Renewable Energy Enterprises (Shanghai) Co. Ltd (REEC) and the EEP Limited (EEPL).
China Clean and Renewable Energy Limited was incorporated under the laws of Hong Kong, China on April 19, 2006. CCRE was organized to provide consulting services on environmental protection projects in China.
Renewable Energy Enterprises (Shanghai) Co. Ltd. was incorporated under the laws of the Peoples Republic of China on February 27, 2008. REEC was organized to provide renewable energy products and equipment in China.
EEP Limited was incorporated under the laws of Hong Kong, China on March 23, 2009. EEPL was organized to market and distribute products and equipment that are environmentally friendly and energy-efficient in China.
8
GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 AND 2011
(UNAUDITED)
The results of CCRE and its subsidiaries operations are presented as discontinued operations for all periods presented. Prior period amounts have been recast for discontinued operations. See NOTE 11 below for additional information on discontinued operations.
(C)
Basis of Presentation
The accompanying unaudited consolidated financial statements include the accounts of GGI, GGIA, CC, CCEB, and LVL. As of June 30, 2012, both GGIA and LVL did not have any business transaction recorded.
The foregoing financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for the comprehensive presentation financial position and results of operations.
It is in the managements opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
(D)
Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.
(E)
Cash and Cash Equivalents
For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
(F)
Accounts Receivable
The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated credit risk by actively pursuing past due accounts. There was no bad debt provision provided as of June 30, 2012 and 2011.
(G)
Inventories
Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. The Company buys raw materials to fill customer orders. Excess in raw materials is created when a vendor imposes a minimum buy that is in excess of the actual requirement. Any excess in materials not utilized after two fiscal years is fully reserved. Any inventory item once designated as reserved is carried at zero value in all subsequent valuation activities. The Companys inventories consisting of raw materials were $0 and $169,154 at June 30, 2012 and December 31, 2011, respectively.
9
GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 AND 2011
(UNAUDITED)
(H)
Concentrations of Credit Risk
Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and trade receivables. The Company places its cash with high credit quality institutions. At times such amounts may be in excess of the FDIC insurance limits. The Company has not experienced any losses in such account and believes that it is not exposed to any significant credit risk on the account. With respect to the trade receivables, most of the Companys products are custom made pursuant to contracts with customers. The Company performs ongoing credit evaluations of its customers financial condition and maintains allowances for potential credit losses. Actual losses and allowances have historically been within managements expectations.
(I)
Earnings per Share
Basic and diluted net earnings per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC Topic 260 "Earnings per Share." As of June 30, 2012 and 2011, respectively, there were no common share equivalents outstanding.
(J)
Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740 Income Taxes. Under Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
(K)
Property and Equipment
The Company values property and equipment at cost and depreciates these assets using the straight-line method over their expected useful life. The Company uses a three to seven-year life for furniture and fixture, and equipment.
(L)
Business Segments
With the disposal of its 100% shareholding in China Clean and Renewable Energy Limited (CCRE) to Power Pacific Holdings Limited, the Company considers its remaining operations as single-segment in the area of real estate investment and development.
(M)
Revenue Recognition
The Company recognized revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" and No. 104, "Revenue Recognition". In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.
(N)
Recent Accounting Pronouncements
The Company has adopted all recently issued accounting pronouncements that are applicable to its operations. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.
10
GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 AND 2011
(UNAUDITED)
NOTE 2.
ACQUISITION
On March 5, 2012 GGI entered into a Membership Interest and Share Exchange Agreement (the Agreement) with CC, pursuant to which the Company acquired 100% of the outstanding units of CC from its members. Under the terms of the agreement, the Company paid the selling members of CC by issuing the members 24,580,000 of its common shares.
The fair value of the consideration transferred consisted of the following:
Fair value of 24,580,000 shares issued |
| $307,250 |
The Company recorded the acquired tangible and identifiable intangible assets and liabilities assumed based on their estimated fair values. The excess of the consideration transferred over the aggregate fair values of the assets acquired and liabilities assumed is recorded as goodwill. The amount of goodwill recognized is primarily attributable to the operating synergies and business expansion expected to be realized through the acquisition of CC and the business expertise of the acquired business. The fair value assigned to identifiable intangible assets acquired was based on estimates and assumptions made by the management.
The estimated fair values of the assets acquired and liabilities assumed are as follows:
|
| Estimated Fair Value | |
Assets Acquired: |
|
| |
| Cash | $ | 37,759 |
| Accounts Receivable |
| 51,114 |
| Other Current Assets |
| 60,440 |
| Deposits and Other Assets |
| 162,669 |
| Furniture, Fixtures and Equipment, net |
| 1,174 |
| Total Assets Acquired |
| 313,156 |
Liabilities Assumed: |
|
| |
| Accounts Payable | $ | (7,874) |
| Notes Payable-Bank |
| (285,236) |
| Amount due to Affiliates |
| (228,734) |
| Shareholder Advances |
| (103,951) |
| Total Liabilities Assumed |
| (625,795) |
Non-Controlling Interest: |
| 62,984 | |
| Total Identifiable Liabilities |
| (249,655) |
| Goodwill |
| 556,905 |
| Total Acquisition Price | $ | 307,250 |
CC is a fully integrated, real estate investment and development firm, headquartered in Orlando, Florida, with clients and joint venture partners in properties located principally in Central Florida.
11
GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 AND 2011
(UNAUDITED)
The acquisition allows GGI to diversify its business from marketing and distributing energy-saving products in China into the acquisition, development and operation of seniors housing properties in the United States. CC intends to include green applications into its facilities wherever possible.
NOTE 3.
DISPOSAL
On June 15, 2012, GGI entered into an agreement to sell the 100% shareholding in China Clean and Renewable Energy Limited (CCRE) to Power Pacific Holdings Limited, a British Virgin Islands corporation. The transaction was structured as a sale of CCREs assets, and was completed on June 15, 2012. CCREs assets in the transaction included its 100% shareholding in both of the Renewable Energy Enterprises (Shanghai) Co. Ltd (REEC) and the EEP Limited (EEPL).
The accounting result of the disposal of CCRE and its subsidiaries is summarized as follows:
.
Cancellation of amount due from CCRE | $ | 36,687 |
Investment in CCRE, at cost |
| 129,000 |
New note payable issued to CCRE |
| 582,560 |
Loss on Disposal of Subsidiaries | $ | 748,247 |
NOTE 4.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company as if the acquisition of CC and disposal of CCRE did occur at the beginning of each of the reporting periods presented. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of each reporting period presented.
The unaudited pro forma financial information for the six months ended June 30, 2012 combined the historical results of GGI and GGIA for the six months ended June 30, 2012 as well as the historical results of CC and its subsidiaries for the six months ended June 30, 2012. The results of CCRE and its subsidiaries operations are presented as discontinued operations for all periods presented; hence, not included in the pro forma financial information of the continuing business segment. Prior period amounts have been recast for discontinued operations.
12
GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 AND 2011
(UNAUDITED)
|
| 2012 |
| 2011 |
|
|
|
|
|
Revenue | $ | - | $ | - |
Cost of Revenue |
| - |
| - |
Gross Profit |
| - |
| - |
Operating Expenses |
|
|
|
|
Professional fees |
| 130,585 |
| 30,892 |
Salary expense |
| 118,031 |
| 41,279 |
General and administrative |
| 214,199 |
| 145,598 |
Total Operating Expenses | $ | 462,815 | $ | 217,769 |
Loss from Operations |
| (462,815) |
| (217,769) |
Other Income |
|
|
|
|
Interest Expense |
| (9,914) |
| (19,507) |
|
|
|
|
|
Net loss on continuing operations | $ | (472,729) | $ | (237,276) |
|
|
|
|
|
Discontinued operations |
|
|
|
|
Loss from operations of discontinued subsidiaries |
| (192,258) |
| - |
Loss on disposal of discontinued subsidiaries |
| (748,247) |
| - |
Net loss on discontinuing operations | $ | (940,505) | $ | - |
Net loss before provision for Income Taxes |
| (1,413,234) |
| (237,276) |
Provision for Income Taxes |
| - |
| - |
Net loss, including loss attributable to non-controlling interests | $ | (1,413,234) | $ | (237,276) |
Net loss, attributable to non-controlling interests |
| 74,315 |
| 74,894 |
Net loss after taxes | $ | (1,338,919) | $ | (162,382) |
Net Loss Per Share - basic and diluted | $ | (0.03) | $ | (0.00) |
Weighted average number of shares outstanding |
|
|
|
|
during the period - basic and diluted |
| 50,106,330 |
| 50,106,330 |
There is no impact to the Company's tax provision for the three months ended June 30, 2012 and 2011.
13
GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 AND 2011
(UNAUDITED)
NOTE 5.
PROPERTY, PLANT AND EQUIPMENT
As of June 30, 2012, property, plant, and equipment consist of the following:
|
| GGI |
| CC |
| Combined | Estimated Useful Life |
Office Equipment | $ | - | $ | 9,565 | $ | 9,565 | 3-7 years |
Transportation Equipment |
| - |
| - |
| - | 3-5 years |
|
| - |
| 9,565 |
| 9,565 |
|
Less Accumulated Depreciation |
| - |
| 8,622 |
| 8,622 |
|
| $ | - | $ | 943 | $ | 943 |
|
Depreciation and amortization expense was $232 and $0 for the three months ended June 30, 2012 and 2011 respectively, and is included in General and Administrative expense in the accompanying Statements of Operations.
NOTE 6.
NOTES AND LOAN PAYABLE
As part of the terms in the sale of assets agreement stated in NOTE 3 above, GGI agreed to issue a 3-year, unsecured note, in the amount of $582,560, payable to CCRE. The note bears an annual interest at a rate of 4%. Under the terms of the note, GGI shall pay the accrued interest yearly and repay the principle of the note on June 15, 2015.
In addition, CC maintained the following notes payable as of June 30, 2012:
Note payable, United Midwest Savings Bank |
| $ 49,660 |
Note payable, CNL Bank |
| $ 245,334 |
|
| $ 294,994 |
The United Midwest Saving Bank note payable had an original balance of $200,141 and matured on February 25, 2012. At that time, it was extended for one year and paid down to a balance of $49,660. The note bears interest at the rate of 2.5% over the bank prime rate (currently 3.25%) but with a floor of 6.0%. The note is personally guaranteed by a principal of the Company. As the Company considers this a demand note instrument, it is reflected in its consolidated balance sheet as a current liability.
The CNL Bank note payable is a demand note providing for a line of credit of up to $250,000, principally intended to fund the operations of the Orlando EB5 Investments subsidiary. It bears interest at the rate of 7.0%. This note is also personally guaranteed by a principal of the Company as well as its subsidiary, Orlando EB5 Investments. Interest incurred on the line of credit is reimbursed to the Company by this subsidiary ($7,144 in 2011). As this instrument is a demand note, it is also reflected in its consolidated balance sheet as a current liability.
NOTE 7.
RELATED PARTY TRANSACTIONS
The Company has received non-interest bearing advances from time to time from one of its principals. Such advances are used to fund operating costs, such as payroll and benefits and amounted to $216,569 at June 30, 2012.
On December 31, 2011, the Company divested its 80% interest in Realvest Development LLC through a transaction whereby its interest was transferred to a principal of the Company who had previously held such interest. As of
14
GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 AND 2011
(UNAUDITED)
June, 2012, the company owed to this former subsidiary $228,734, included as due to affiliates in the accompanying consolidated balance sheet. Realvest Development, LLC and the principal (as guarantor) will remain obligated under a note of agreement with a bank that substantially provided this funding to CommerCenters.
NOTE 8.
SUBSEQUENT EVENTS
There was no significant event outstanding subsequent to June 30, 2012.
NOTE 9.
COMMITMENTS
In 2010, the Companys Orlando EB5 Investments subsidiary entered into a joint venture agreement with American Dream Fund (ADF), of Los Angeles, California. ADF owns and operates Regional Centers in Los Angeles, California; Las Vegas, Nevada; and Portland, Oregon. The agreement runs through May 2013 and can be extended at the agreement of both parties for a mutually agreed upon period. The agreement does not create a separate legal entity, but instead creates a marketing fund that will be initially funded by the Company and used by ADF to market investment opportunities in Asia related to the Companys proposed Regional Center, as well as the existing Regional Centers of ADF. The Company committed $200,000 annually to the fund over a two-year period to cover marketing expenses in Asia. The terms of the agreement state that ADF and the Company will share a 25% profit participation, as defined in the agreement, in their respective projects commencing during the term of the agreement.
Amounts paid into the fund by the Company are to be reimbursed only in the event that projects are created from any of the Regional Centers. A certain percentage of the administrative fee collected by the Regional Centers will be committed to the repayment of these amounts to the Company as well as the replenishment of the marketing fund. In the event that the Agreement is not extended at its expiration date, the Company will continue to receive the reimbursement payments as described in the Agreement from projects created during the period of the agreement as well as subsequent to the expiration. Because the Company bears the risk of loss associated with the Agreement and is not guaranteed reimbursement of the amounts funded, the amounts are expensed by the Company as incurred.
NOTE 10.
SEGMENT REPORTING
ASC 280 - Segment Reporting establishes annual and interim reporting standards for an enterprise's business segments and related disclosures about its products, services, geographic areas and major customers. The method for determining what information to report is based upon the way management organizes the operating segments within the Company for making operating decisions and assessing financial performance. The Company has determined that it has only one reportable segment of real estate investment and development.
15
GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 AND 2011
(UNAUDITED)
NOTE 11.
DISCONTINUED OPERATIONS
See Note 1 for a discussion of the Companys discontinued operations. The operations for all periods of the discontinued CCRE and subsidiaries are summarized as follows:
|
| APR 1 - JUN 15 |
| APR 1 - JUN 30 |
| JAN 1 - JUN 15 |
| JAN 1 - JUN 30 |
|
| 2012 |
| 2011 |
| 2012 |
| 2011 |
|
|
|
|
|
|
|
|
|
Revenue | $ | 1,196,001 | $ | 1,513,191 | $ | 2,112,909 | $ | 2,352,363 |
Cost of Revenue |
| (1,101,322) |
| (1,388,687) |
| (1,984,830) |
| (2,159,838) |
Gross Profit |
| 94,679 |
| 124,504 |
| 128,079 |
| 192,525 |
Operating Expenses: |
|
|
|
|
|
|
|
|
Professional fees |
| 26,781 |
| 20,180 |
| 26,781 |
| 26,611 |
Salary expense |
| 50,055 |
| 57,191 |
| 136,997 |
| 140,537 |
General and administrative |
| 48,754 |
| 64,199 |
| 97,785 |
| 114,284 |
Total Operating Expenses |
| 125,590 |
| 141,570 |
| 261,563 |
| 281,432 |
Loss from Operations |
| (30,911) |
| (17,066) |
| (133,484) |
| (88,907) |
Other Income |
| 3,495 |
| 2,787 |
| 3,778 |
| 8,037 |
Interest Income |
| 1 |
| 116 |
| 15 |
| 190 |
Interest Expense |
| (29,570) |
| (30,235) |
| (62,567) |
| (52,517) |
Total other loss |
| (26,074) |
| (27,332) |
| (58,774) |
| (44,290) |
Net loss before provision for Income taxes |
| (56,985) |
| (44,398) |
| (192,258) |
| (133,197) |
Provision for Income Taxes |
| - |
| - |
| - |
| - |
Net Loss | $ | (56,985) | $ | (44,398) | $ | (192,258) | $ | (133,197) |
NOTE 12.
GOING CONCERN
The Company sustained an accumulated net loss of $1,484,652 for the period from December 17, 1999 (inception) to June 30, 2012. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Companys ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
16
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview
The Company is a smaller reporting Company as described by the Rules of the Securities and Exchange Commission Regulations. For a further disclosure of the Company and its operations see Note 1 of the financial statements for the period ended June 30, 2012 included in this quarterly report on Form 10-Q as well as the Companys annual report on Form 10-K for the year ended December 31, 2011.
Business
Green Global Investments, Inc. (GGI), formerly known as China Renewable Energy Holdings, Inc., was incorporated under the laws of the State of Florida on December 17, 1999.
Initially, our focus was on providing consultancy and advisory services related to clean energy development projects in China. Due to the competitive environment in clean energy consulting in China, our business focus shifted to formulating, marketing and distributing energy efficient and PC/ABS substitutable resin products in China.
During the period from late 2008 to 2012, most of the major product lines we marketed and distributed were well received by our end-user clients, who were mainly in the toy manufacturing industry. However, the shortage of key ingredients, combined with the global economic downturn hampered the market prospects of our products. The sales of our energy efficient resin products in 2011 and 2012 have dropped significantly.
Also during this period, the management of GGI began to look at developing a business related around the capital markets in Asia. In July 6, 2010, the Company formed a 100% subsidiary called C.B. Resources Limited (CBRL). CBRL was later changed to be called GGI (Asia) Limited (GGIA). GGIAs main business is to build critical strategic relationships in the Asian capital markets, which in turn will provide funding for future investment projects to be undertaken by the Company. A capital markets support business is, in managements view, a less capital intensive but expandable business strategy for GGI.
As a result of the global economic turmoil, 2011 has been a challenging year for the Companys energy efficient resin distribution business. From the beginning of 2012 to date, the economic challenges remain unabated. In view of our limited financial resources, the management of GGI has to look progressively to diversify its strategic focus to allow the Company to expand into other potential geographic and business areas.
Organization Change
On September 12, 2011, the Board of Directors adopted a resolution to amend Article I of the Companys Articles of Incorporation to change the Companys name to Green Global Investments, Inc. The Board believes that the change of name was warranted given the change in the Companys business focus so as to reflect the present direction and operations of the Company. In connection with its new name, the Companys stock symbol was successfully changed to GGIX.
In addition to changing the Companys name, the Board also believed that it would be in the best interest of the Company and its shareholders to increase the number of persons eligible to serve on the Board of Directors from four to seven. This will enable the Company to add directors of diverse backgrounds which will be beneficial to the Company.
As a result, the Board, pursuant to Article II, Section 3 of the Companys Bylaws, authorized, effective as of September 26, 2011, the appointment of Don Mitchell, George Livingston and Geoff Hampson as directors to fill the vacancies created by the increase in the size of the Board. The addition of these new Directors to the Board is to help the Company to expand its business strategy and focuses.
17
Both resolutions were approved by a majority of the Shareholders by way of written consent.
Acquisition of CommerCenters, LLC
As part of its effort to expand the Companys business focus, on March 5, 2012 GGI entered 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 (CC) and certain other individuals listed on Exhibit A of the Agreement (collectively, the Members), whereby the Members each agreed to assign their units in CC in exchange for a number of shares of common stock in the Company as more specifically set forth in the Agreement. Messrs. Mitchell, Livingston and Hampson were all principals of CC.
For further details, see the Agreement filed with the Form 8-K on March 6, 2012 and the amendments filed on March 21, 2012 and May 9, 2012.
CC is a fully integrated, real estate investment and development firm, headquartered in Orlando, Florida, with clients and joint venture partners in properties located principally in Central Florida.
The acquisition allows GGI to diversify its business from marketing and distributing energy efficient products in China into initially the acquisition, development and operation of seniors housing properties in the United States. CC intends to include green applications into its facilities wherever possible.
Disposal of China Clean and Renewable Energy Limited
With the gloominess of the global economy, the Company did not anticipate its resin business segment to return to a financially healthy state very soon. On June 15, 2012, GGI entered into an agreement to sell the 100% shareholding in China Clean and Renewable Energy Limited (CCRE) to Power Pacific Holdings Limited, a British Virgin Islands corporation. The transaction was structured as a sale of CCREs assets, and was completed on June 15, 2012. CCREs assets in the transaction included its 100% shareholding in both of the Renewable Energy Enterprises (Shanghai) Co. Ltd (REEC) and the EEP Limited (EEPL).
The disposal allows the Company to divest from an uncertain market to concentrate on its newly acquired seniors housing property business in the United States.
Business Focuses
After the acquisition of CommerCenters, GGI remains a publicly traded, Florida based company, but with a strong focus on the acquisition, development and operation of seniors housing properties. The Companys core mission in this sector is to provide a hospitality model (not an institutional one) for the residents of its seniors housing facilities. This will be a critical point of differentiation to other companies that are active in this industry today.
Under its branding LivingVentures, the Company will seek to build an increasing portfolio of properties under management. To this end, the Company has initially entered into a joint venture agreement with International Care Management Services (ICMS) of Toronto, Canada to act as its operator and management company. ICMS has approximately 1,000 units under management currently with an increase to 1,600 expected in the near future. The management of ICMS has extensive experience in the seniors housing industry having managed well over 10,000 units during its history.
The Company sees this arrangement as central to its mission to become a leading seniors housing management company with a resident-centric service model. The Company will also continue to identify compatible acquisitions, development opportunities and mergers, joint ventures and financing opportunities for seniors housing properties. This will provide the Company further opportunities for management of seniors housing facilities.
18
The Company plans to further diversify holdings to include apartments and other opportunistic real estate investments in response to market opportunities. The Company expects to provide certain funding for its real estate activities through its Asia subsidiary, GGI (Asia), Ltd., discussed above. It is also the manager of all projects funded by its Panama-based private equity fund, American Asset Investment Fund.
CC has applied for and is pending final approval of a Regional Center under the U.S. Immigrant Investor (EB-5) Visa Program. The EB-5 program is designed to attract international investors to the United States by offering qualified foreign investors a conditional visa for the investor and his/her family in return for a minimum investment of $500,000 if in a high unemployment area, or $1 million if not, providing the underlying investment produces a designated number of new jobs. Projects within the footprint of the CommerCenters EB-5 Regional Center Investments, LLC (d/b/a Orlando EB5 Investments) are selected and marketed abroad to individual international investors seeking US visas. US funds of this nature have raised more than $2 billion in the past four years, most of which are from Asian investors. GGIs Asia subsidiary will play a crucial role in the success of this program as it will bring Asian investors into CC projects for the purpose of securing a U.S. visa.
GGI will differentiate itself from its competitors through its fully-integrated approach in entering the seniors housing industry; its strong operations management team; its hospitality approach to its residents; and by its capital market strength through strategic relationships enjoyed by its Asia subsidiary, Orlando EB5 Investments and American Asset Investment Fund. Furthermore, the expanded in-house management expertise after the acquisition will allow GGI to source and execute unique value adding opportunities. GGIs mission is to be a premier real estate company in the seniors housing business.
Operational Challenges
There are concerns management needs to address. In view of our limited operations, net losses, working capital deficiency and cash needed in future operations, our independent registered public accounting firm, in their audit report, which covers the period through December 31, 2011, has expressed a substantial concern about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon whether or not we could generate sufficient revenues through the execution of our business plan for the funding of our operations. We shall monitor and review our position from time to time, and exercise our best effort to secure the necessary financing to meet our obligations as they become due.
We plan to continue to provide for our capital requirements through the sale of equity securities. The Company is currently in the process of a private placement in the range of $2-$3 million of common equity shares. However, we have not yet received funding from this private placement effort. Although we remain reasonably optimistic about our prospect of being solvent, we cannot assure that we will be successful in raising working capital as needed. As such there are no assurances that we will have sufficient funds to execute our business plan, pay our obligations as they become due, or generate positive operating results. The Company is also in discussions with several investment banking firms and sources of private capital to better capitalize the Company and to raise funding for specific acquisition and development opportunities.
Discontinued Operations
Overall, we generated revenues of $1,196,001 from the sales of the MB series and the CRK products during the second quarter of 2012 ended June 30. Of the $1,196,001 total sales, $610,500 was from the fulfilled orders for the CRK resin products. The corresponding cost of sales amounted to $1,101,322, or 92% of the total sales.
For the three months ended June 30, 2012, the global economic downturn continued to reflect in our operations in terms of decreases in order quantities as well as a shift from the higher-priced product series to the lower priced ones in the order mix. The cost increases in the resin materials contributed by the recessed productivity of resin materials in Japan due to the Tohuku earthquake added challenges to our operations.
19
Results of Operations Three and Six Months Ended June 30, 2012
Three and six months ended June 30, 2012 as compared to the three and six months ended June 30, 2011:
As we disposed of our resin distribution business on June 15, 2012, our other line of business in real estate investment and development, which we acquired in March 2012, is still in its development stage. As such, we do not yet have any revenue recorded for the three and six months ended June 30, 2012 and 2011.
Our total operating expenses for the three months and six months ended June 30, 2012 were $300,417 and $358,216, respectively, as compared to $8,830 and $17,966, respectively, for the corresponding periods of 2011. The change in the total operating expenses was due to an overall increase in the professional fees, salary expenses, and the general and administrative expense.
The increase in the professional fees was attributed to the increases in legal, accounting, and audit fees associated with the acquisition of CC and disposal of CREE. For the three- and six-month periods ended June 30, 2012, we incurred $77,759 and $91,614, respectively, in salary expense; while we did not incur any salary expenses in the correspondent periods in 2011. In 2011, as part of the managements rationalization program, the executive officers agreed to waive their salary payments. Since the beginning of 2012, the compensations for some of these executive officers resumed to a level that was not discounted as deeply.
Regarding the general and administrative expenses, we incurred $116,799 and $138,091, respectively, during the three- and six-month periods ended June 30, 2012; while we spent $4,330 and $8,730, respectively, for the comparable periods in 2011. Our general and administrative expenses consisted of ordinary business expenses, including rent, traveling and entertainment related to business development, and advertising expenses. The increases in the general administrative expenses in the three- and six-month periods ended June 30, 2012 as compared to the comparative periods in 2011 are mainly attributed to the marketing and business development activities in the US and China. For the remainder of 2012, we anticipate a reasonable level of increases in the total operating expenses as the Company brings on new staff to implement its business strategy; pursues acquisition and development projects to increase its operations management business; and travel and professional costs related to capital raising.
Liquidity and Capital Resources
At June 30, 2012, we had a deficiency in working capital of $1,118,554 as compared to a deficiency of $807,784 at December 31, 2011. Major changes contributing to an improvement in liquidity include an increase of $67,189 in deferred charges, an increase of $193,355 in deposits and other assets, a decrease of $95,809 in loans payable, a decrease of $855,392 of notes payable to related parties, and a decrease of $216,481 in accounts payable and accrued expenses.
Major changes contributing to a decline in liquidity include a decrease of $22,786 in cash, decreases of $173,750 and $199,193 in restricted cash and in accounts receivable, respectively, a decrease in $169,154 in inventories, increases of $49,660 in bank loan and $582,560 in note payable, additions of $216,569 in shareholder advances and $228,734 in amounts due to an affiliate, and amounts received on account for subscribed but unissued shares. The $582,560 note payable represented the portion of debts from CCRE that the Company retained after spin-off of the resins business.
Net cash used in operating activities for the six months ended June 30, 2012 was $352,292 as compared to $249,108 for the six months ended June 30, 2011.
Net cash used in investing activities for the six months ended June 30, 2012 was $0, as compared to $3,775 during the six months ended June 30, 2011.
Net cash provided by financing activities for the six months ended June 30, 2012 was $226,322, as compared to $109,320 for the six months ended June 30, 2011 which represented proceeds to us from borrowing.
20
We are not currently bound by any long or short-term agreements for the purchase or lease of capital expenditures. Any amounts expended for capital expenditures would be the result of an increase in the capacity needed to adequately service any increase in our business. To date we have paid for needed additions to our capital equipment infrastructure from working capital funds and anticipate this being the case in the future.
Off Balance Sheet Transactions
None.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
Not applicable for a smaller reporting company.
Item 4T.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. We maintain "disclosure controls and procedures" as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events. Based on his evaluation as of the end of the period covered by this report, our President who also serves as our principal executive officer and our principal financial officer, concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and were effective at the reasonable assurance level for which they were designed such that the information relating to our company, including our consolidating subsidiaries, required to be disclosed by us in reports that it files or submits under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
21
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings.
None.
Item 1A.
Risk Factors.
Not applicable for a smaller reporting company.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3.
Defaults Upon Senior Securities.
None.
Item 4.
Submission of Matters to a Vote of Security Holders.
None.
Item 5.
Other Information.
None.
Item 6.
Exhibits
No.
Description
31.1
Rule 13a-14(a)/ 15d-14(a) Certification of principal executive officer
31.2
Rule 13a-14(a)/ 15d-14(a) Certification of principal financial and accounting officer
32.1
Section 1350 Certification of principal executive officer and principal financial and accounting officer
22
SIGNATURES
Pursuant to the requirements 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.
Green Global Investments, Inc. | |
| |
By: | /s/ Richard Asta |
Richard Asta , President, CEO, and principal financial and accounting officer | |
Date: August 20, 2012 |
23