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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________

FORM 10Q
_________________
(Mark One)

[X]                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

[  ]                TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to ___________

Commission file number: 333-174853

GLOBAL GREEN, INC.
(Exact name of registrant as specified in its charter)

Florida
 
20-1515998
(State of Incorporation)
 
(IRS Employer ID Number

2820 Remington Green Circle, Tallahassee, Florida 32308
(Address of principal executive offices)

(850) 597-7906
(Registrant's Telephone number)

                                                                                                          
 (Former Address and phone of principal executive offices)

Indicate by check mark  whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the  past 12 months (or for such  shorter  period that the  registrant  was required  to file  such  reports),  and  (2)  has  been  subject  to the  filing requirements for the past 90 days.   Yes [X]  No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X]  No [  ]


Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer
[    ]
Accelerated filer
[    ]
 
 
 
 
Non-accelerated filer
[    ]
Smaller reporting company
[ X ]
(Do not check if a smaller reporting company)
 
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ]  No [X]

Indicate the number of share outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of  November 10, 2014, there were 745,761,432 shares of the registrant's common stock issued and outstanding.


2

PART I – FINANCIAL INFORMATION
Page
 
 
Item 1.  Financial Statements  (Unaudited)
4
 
 
 
Balance Sheets – September 30, 2014 and December 31, 2013 (Audited)
4
 
 
 
 
 
Statements of Operations  -
 
 
 
Three and nine months ended September 30, 2014 and 2013 and From Inception (July 12, 2004) to September 30, 2014
5
 
 
 
 
 
Statements of Changes in Shareholders' Deficit –
 
 
 
From Inception (July 12, 2004) to September 30, 2014
6
 
 
 
 
 
Statements of Cash Flows –
 
 
 
Nine months ended September 30, 2014 and 2013 and From Inception (July 12, 2004) to September 30, 2014
7
 
 
 
 
 
Notes to the Financial Statements
8
 
 
 
 
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
14
 
 
 
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk Not Applicable
17
 
 
 
 
Item 4. Controls and Procedures
17
 
 
 
 
PART II – OTHER INFORMATION
 
 
 
 
 
Item 1.  Legal Proceedings –Not Applicable
18
 
 
 
 
Item 1A.  Risk Factors - Not Applicable
18
 
 
 
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds – Not Applicable
18
 
 
 
 
Item 3.  Defaults Upon Senior Securities – Not Applicable
18
 
 
 
 
Item 4.  Mine Safety Disclosure – Not Applicable
18
 
 
 
 
Item 5.  Other Information – Not Applicable
18
 
 
 
 
Item 6.  Exhibits
19
 
 
 
 
SIGNATURES
20
 
 
3

PART I

ITEM 1. FINANCIAL STATEMENTS
 
Global Green, Inc.
 (A Development Stage Company)
Consolidated Balance Sheets
September 30, 2014 and December 31, 2013
(unaudited)
 
 
 
September 30,
2014
   
December 31,
2013
 
ASSETS
 
   
 
Current assets
 
   
 
Cash and cash equivalents
 
$
27,181
   
$
113,532
 
Travel advances to officer
   
2,000
     
6,000
 
Prepaid expenses
   
-
     
750
 
Total current assets
   
29,181
     
120,282
 
 
               
Intangible asset, net
   
5,543
     
5,795
 
 
               
Total assets
 
$
34,724
   
$
126,077
 
 
               
LIABILITIES AND SHAREHOLDERS' DEFICIT
               
Current liabilities:
               
Accounts payable and accrued expenses
 
$
27,059
   
$
25,928
 
Due to shareholders
   
500
     
500
 
Convertible advance- related party (see Note 7)
   
195,000
     
235,000
 
 
               
Total liabilities
   
222,559
     
261,428
 
 
               
Shareholders' deficit:
               
Preferred stock; no par value; 100,000,000
   
-
     
-
 
      shares authorized; no shares outstanding at
               
      September 30, 2014 or December 31, 2013
               
Common stock; $.00001 par value; 3,000,000,000
   
7,458
     
7,458
 
      shares authorized; 745,761,432 shares issued and
               
outstanding at September 30, 2014 or December 31, 2013
               
Additional paid in capital
   
285,573
     
285,573
 
Deficit accumulated during the development stage
   
(480,866
)
   
(428,382
)
 
               
       Total shareholders' deficit
   
(187,835
)
   
(135,351
)
 
               
Total liabilities and shareholders' deficit
 
$
34,724
   
$
126,077
 
 
 
 See accompanying Notes to the Consolidated Financial Statements
 
4

Global Green, Inc.
 (A Development Stage Company)
Consolidated Statement of Operations
For the Nine and Three Months Ended September 30, 2014 and 2013
and the Period from Inception (July 12, 2004) to September 30, 2014
(unaudited)
 
 
 
 
Nine
Months Ended
September 30, 2014
   
Nine
Months Ended
September 30, 2013
   
Three
Months Ended
September 30, 2014
   
Three
Months Ended
September 30, 2013
   
 
Inception to September 30, 2014
 
 
 
   
   
   
   
 
 
 
   
   
   
   
 
REVENUES
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
 
                                       
OPERATING EXPENSES
                                       
Professional fees
   
17,931
     
30,516
     
5,040
     
15,494
     
178,099
 
Testing for U.S. Department of
    Agriculture's approval
   
-
     
-
     
-
     
-
     
137,800
 
General and administrative
   
10,013
     
48,533
     
1,940
     
20,873
     
84,612
 
Investor relations
   
9,000
     
-
     
3,000
     
-
     
32,231
 
Interest expense (see Note 7)
   
8,038
     
10,908
     
2,438
     
3,408
     
21,025
 
Consulting fees
   
-
     
-
     
-
     
-
     
10,200
 
Stock transfer agent fees
   
2,250
     
1,570
     
600
     
485
     
10,422
 
Vaccine testing
   
5,000
     
-
     
-
     
-
     
5,000
 
Amortization
   
252
     
252
     
84
     
84
     
1,288
 
Bank fees
   
-
     
51
     
-
     
-
     
189
 
Total operating expenses
   
52,484
     
91,830
     
13,102
     
40,344
     
480,866
 
 
                                       
NET LOSS
 
$
(52,484
)
 
$
(91,830
)
 
$
(13,102
)
 
$
(40,344
)
 
$
(480,866
)
 
                                       
 
                                       
 Net loss per share applicable to
   common stockholders — basic and diluted
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
       
 
                                       
 Weighted average number of
   shares outstanding – basic and diluted
   
745,761,432
     
745,761,432
     
745,761,432
     
745,761,432
         
 
 
 See accompanying Notes to the Consolidated Financial Statements
 
5

Global Green, Inc.
(A Development Stage Company)
Consolidated Statement of Shareholders' Deficit
For the Period from Inception (July 12, 2004) to September 30, 2014
(unaudited)
 
 
 
   
   
   
Accumulated
   
 
 
 
   
   
   
During the
   
Total
 
 
 
Common
   
Common
   
Additional
   
Development
   
Shareholders'
 
 
 
Shares
   
Stock
   
Paid in Capital
   
Stage
   
Deficit
 
 
 
   
   
   
   
 
INCEPTION, July 12, 2004
   
-
   
$
-
   
$
-
   
$
-
   
$
-
 
 
                                       
   Share issuance, September 2004
   
3,141,597
     
314
     
(314
)
   
-
     
-
 
 
                                       
BALANCE, December 31, 2004
   
3,141,597
     
314
     
(314
)
   
-
     
-
 
 
                                       
BALANCE, December 31, 2005
   
3,141,597
     
314
     
(314
)
   
-
     
-
 
 
                                       
BALANCE, December 31, 2006
   
3,141,597
     
314
     
(314
)
   
-
     
-
 
 
                                       
BALANCE, December 31, 2007
   
3,141,597
     
314
     
(314
)
   
-
     
-
 
 
                                       
BALANCE, December 31, 2008
   
3,141,597
     
314
     
(314
)
   
-
     
-
 
 
                                       
BALANCE, December 31, 2009
   
3,141,597
     
314
     
(314
)
   
-
     
-
 
 
                                       
   Recapitalization due to 10 to 1 stock split
   
28,274,370
     
-
     
-
     
-
     
-
 
   Stock based compensation
   
20,000,000
     
200
     
-
     
-
     
200
 
   Share issuance
   
683,097,847
     
6,831
     
-
     
-
     
6,831
 
 
                                       
Net loss
   
-
     
-
     
-
     
(5,728
)
   
(5,728
)
 
                                       
BALANCE, December 31, 2010
   
734,513,814
     
7,345
     
(314
)
   
(5,728
)
   
1,303
 
 
                                       
   Share issuance
   
11,247,618
     
113
     
285,887
     
-
     
286,000
 
 
                                       
Net loss
   
-
     
-
     
-
     
(191,800
)
   
(191,800
)
 
                                       
BALANCE, December 31, 2011
   
745,761,432
     
7,458
     
285,573
     
(197,528
)
   
95,503
 
 
                                       
Net loss
   
-
     
-
     
-
     
(114,900
)
   
(114,900
)
 
                                       
BALANCE, December 31, 2012
   
745,761,432
     
7,458
     
285,573
     
(312,428
)
   
(19,397
)
 
                                       
Net loss
   
-
     
-
     
-
     
(115,954
)
   
(115,954
)
 
                                       
BALANCE, December 31, 2013
   
745,761,432
     
7,458
     
285,573
     
(428,382
)
   
(135,351
)
 
                                       
Net loss
   
-
     
-
     
-
     
(52,484
)
   
(52,484
)
 
                                       
BALANCE, September 30, 2014
   
745,761,432
   
$
7,458
   
$
285,573
   
$
(480,866
)
 
$
(187,835
)
 
 
See accompanying Notes to the Consolidated Financial Statements
 
6

Global Green, Inc.
 (A Development Stage Company)
Consolidated Statement of Cash Flows
For the Periods Ended September 30, 2014 and 2013
and the Period from Inception (July 12, 2004) to September 30, 2014
(unaudited)
 
 
 
 
Nine
Months Ended
September 30, 2014
   
Nine
Months Ended
September 30, 2013
   
Inception to September 30, 2014
 
 
 
   
   
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
   
   
 
  Net loss
 
$
(52,484
)
 
$
(91,830
)
 
$
(480,866
)
  Adjustments to reconcile net loss to net cash
                       
    from operating activities:
                       
         Amortization
   
252
     
252
     
1,288
 
         Stock based compensation
   
-
     
-
     
200
 
       Change in assets and liabilities:
                       
Travel advances to officer
   
4,000
     
-
     
(2,000
)
Prepaid expenses
   
750
     
375
     
-
 
Accounts payable and accrued expenses
   
1,131
     
(2,424
)
   
27,059
 
Due from shareholders
   
-
     
(2,000
)
   
-
 
         Due to shareholders
   
-
     
-
     
500
 
Net cash from operating activities
   
(46,351
)
   
(95,627
)
   
(453,819
)
 
                       
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from share issuance
   
-
     
-
     
286,000
 
Proceeds from convertible advance - related party
   
-
     
300,000
     
300,000
 
Repayments on convertible advance - related party
   
(40,000
)
   
(37,000
)
   
(105,000
)
Net cash from financing activities
   
(40,000
)
   
263,000
     
481,000
 
 
                       
 
                       
NET CHANGE IN CASH
   
(86,351
)
   
167,373
     
27,181
 
CASH, beginning of period
   
113,532
     
4,027
     
-
 
CASH, end of period
 
$
27,181
   
$
171,400
   
$
27,181
 
 
                       
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
                 
    Common stock issued for acquisition of
                       
        Global Green International, Inc.
 
$
-
   
$
-
   
$
6,831
 
 
 
See accompanying Notes to the Consolidated Financial Statements
 
7

Global Green, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2014
(unaudited)
 


NOTE 1 NATURE OF ORGANIZATION
Global Green, Inc. (the "Company") is a Florida Corporation incorporated on July 12, 2004 as a wholly owned subsidiary of Global Assets & Services, Inc.  In September 2004, the Company was spun out into a separate legal entity.  The Company changed its name from The Global Tech Assets, Inc. to Global Green, Inc. in April 2010 and its fiscal period end is December 31.

The Company is in the development stage.  The principal activities during the development stage include organizing the corporate structure, implementing the Company's business plan and raising capital.  Although the Company was formed in 2004, it did not have any operating activities until 2010.

Under the Share Exchange Agreement executed on November 29, 2010, between the Company and Nutritional Health Institute, LLC ("NHIL"), the Company acquired 100% of the issued and outstanding stock of Global Green International, Inc. ("GGII"), a wholly owned subsidiary of NHIL. At the same time, the Company issued approximately 683 million shares of its common stock, representing 93% of the ownership of the Company, to NHIL. After the above mentioned acquisition as per the Share Exchange Agreement, the Company has become a majority-owned subsidiary of NHIL. As the effective control over GGII did not change, in accordance with Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") 805 Business Combinations, GGII is consolidated at its book value (See Note 4).  Prior to November 2010, GGII had no assets or operations, so there is no impact to the historical financial statements.

GGII, a wholly-owned subsidiary of the Company, has been granted the exclusive worldwide rights (the "Licensing Agreement") to manufacture, distribute, market and sell a Salmonella Antigen and Vaccine (the "Vaccine").  The Licensing Agreement was executed between NHIL and GGII before the Company acquired the 100% ownership of GGII and is the only asset of GGII.

In February 2011, the Vaccine has been entered into the final phase of becoming a United States Department of Agriculture ("USDA") approved vaccine for the in ovo vaccination of chicken eggs to provide immunity against Salmonella bacteria. In May 2011, the United States Patent and Trademark Office granted a patent for the method and composition in the Vaccine. In August 2011, an additional patent was granted related to the vaccine.
 
NOTE 2 GOING CONCERN
These consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future.  As of September 30, 2014, the Company has incurred net losses of $480,866 since inception (July 12, 2004).

Management's plans include raising capital through the equity markets to fund operations and eventually, the generating of revenue through its business; however, there can be no assurance that the Company will be successful in such activities.  These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.

8

Global Green, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2014
(unaudited)

 

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") on the accrual basis of accounting.  All significant intercompany accounts and transactions have been eliminated in consolidation.  The interim financial statements reflect all adjustments, which are, in the opinion of management, necessary in order to make the financial statements not misleading.

Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the financial statements.  The significant accounting policies, estimates and related judgments underlying the Company's financial statements are summarized below.  In applying these policies, management makes subjective judgments that frequently require estimates about matters that are inherently uncertain.

Cash and Cash Equivalents
The Company considers all investments with a maturity date of three months or less when purchased to be cash equivalents.  There were no cash equivalents at September 30, 2014 and December 31, 2013.

Revenue Recognition
The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin Topic 13, Revenue Recognition and FASB ASC 605-15-25, Revenue Recognition.  In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. The Company did not report any revenues from inception to September 30, 2014.

Earnings Per Share
The Company has adopted ASC 260-10-50, Earnings Per Share, which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates as there were no common stock equivalents outstanding at September 30, 2014 and December 31, 2013.

Concentrations
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash.

Occasionally, cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation ("FDIC").  Accordingly, the Company places its cash and cash equivalents with financial institutions considered by management to be of high credit quality.  At times, the Company's cash balances may be in excess of the FDIC limits.

9

Global Green, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2014
(unaudited)



Fair Value of Financial Instruments
 
The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 157 Fair Value Measurements ("SFAS 157"), superseded by ASC 820-10, which defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. The impact of adopting ASC 820-10 was not significant to the Company's financial statements. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.

Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management's best estimate of what market participants would use as fair value.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.  Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.  The valuation of our derivative liability is determined using Level 1 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices. 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2014 and December 31, 2013.  The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.  These financial instruments include cash, accounts payable, accrued expenses and advance.

Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Additionally, the recognition of future tax benefits, such as net operating loss carryforwards, is required to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date.

In the event the future tax consequences of differences between the financial reporting bases and the tax bases of the Company's assets and liabilities result in deferred tax assets, an evaluation of the probability of being able to realize the future benefits indicated by such asset is required. A valuation allowance is provided for the portion of the deferred tax asset when it is more likely than not that some or all of the deferred tax asset will not be realized. In assessing the realizability of the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies.
 
 
10

Global Green, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2014
(unaudited)
 
 
The Company files income tax returns in the United States and Florida, which are subject to examination by the tax authorities in these jurisdictions. Generally, the statute of limitations related to the Company's federal and state income tax return is three years. The state impact of any federal changes for prior years remains subject to examination for a period up to five years after formal notification to the states.

Management has evaluated tax positions in accordance with FASB ASC 740, Income Taxes, and has not identified any significant tax positions, other than those disclosed.
Subsequent Events
In accordance with FASB ASC 855, Subsequent Events, the Company evaluated subsequent events through November 10, 2014, the date the financial statements were available for issue.

NOTE 4                  INTANGIBLE ASSET
The Company accounts for its intangible asset in accordance FASB ASC 350 Intangibles—Goodwill and Other.  The intangible assets consist of the Licensing Agreement and is carried at an allocated cost, less accumulated amortization.  The Licensing Agreement was executed on November 29, 2010 between NHIL and GGII, before the Company acquired the 100% ownership of GGII as described in Note 1. The provisions in the License Agreement include the Company's responsibilities to protect the Vaccine information and to assume financial responsibilities for the acquisition of USDA approval of the Vaccine.  The License Agreement has no expiration date, but is being amortized over the 20 year legal life of the related patent. As the effective control over GGII did not change after acquisition by the Company, in accordance with FASB ASC 805, Business Combinations, the License Agreement is consolidated at the book value.

Components of intangible assets at the periods ended are as follows:
 
 
 
September 30, 2014
   
December 31, 2013
 
 
 
   
 
 
 
   
 
License agreement
 
$
6,831
   
$
6,831
 
Accumulated amortization
   
(1,288
)
   
(1,036
)
 
               
 
 
$
5,543
   
$
5,795
 






11


Global Green, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2014
(unaudited)

 

NOTE 5                  TAXES
The components of income tax expense for the periods ended are as follows:

 
 
September 30,
2014
   
September 30,
2013
   
Inception to
September 30,
2014
 
 
 
   
   
 
Current tax benefit
 
$
(19,734
)
 
$
(34,528
)
 
$
(137,208
)
Change in valuation allowance
   
19,734
     
34,528
     
137,208
 
 
                       
 
 
$
-
   
$
-
   
$
-
 

The difference between income tax expense computed by applying the statutory federal income tax rate to earnings before taxes for the periods ended are as follows:

 
 
September 30,
2014
   
September 30,
2013
   
Inception to
September 30,
2014
 
 
 
   
   
 
Pretax loss at federal statutory rate
 
$
(17,845
)
 
$
(31,012
)
 
$
(124,072
)
State income benefit, net of federal benefit
   
(1,889
)
   
(3,284
)
   
(13,136
)
Change in valuation allowance
   
19,734
     
34,296
     
137,208
 
 
                       
 
 
$
-
   
$
-
   
$
-
 

The components of deferred taxes are as follows:
 
 
September 30,
2014
   
December 31,
2013
 
Deferred income tax assets:
 
   
 
Operating loss carryforwards
 
$
137,208
   
$
161,073
 
Less: Valuation allowance
   
(137,208
)
   
(161,073
)
 
               
Net deferred tax asset
 
$
-
   
$
-
 


At September 30, 2014 and December 31, 2013, a valuation allowance was established for the entire amount of the net deferred tax asset as the realization of the deferred tax asset is dependent on future taxable income.

At September 30, 2014, the Company had net operating loss carryforwards for tax purposes of $480,866, which will expire beginning in 2031, if not previously utilized.




12

Global Green, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2014
(unaudited)

 

NOTE 6                 EQUITY
In April 2010, the Company authorized the issuance of up to 100,000,000 shares of Preferred Stock at no par value.  As of September 30, 2014 and December 31, 2013, no shares are issued or outstanding.

In May 2010, the Company had a 10-to-1 stock forward split, changing its par value from $.0001 per share to $.00001 per share.  Right after the said stock split, the Company issued 20,000,000 shares of its common stock to certain shareholders for services rendered valued at $200.  This is recorded as a non-cash expense in the accompanying statement of operations.

In November 2010 the Company issued approximately 683 million shares of common stock, representing 93% of the ownership of the Company, to NHIL. After the above mentioned issuance, the Company has become a majority-owned subsidiary of NHIL.

On March 21, 2011, the Company completed a private placement of common stock to accredited investors and raised $286,000 of working capital.
 
NOTE 7                  RELATED PARTY TRANSACTIONS AND COMMITMENTS
In January 2013, the Company entered into a convertible advance with the Company's Chief Executive Officer and Chairman. The convertible advance, with a face value of $300,000, bears interest at 5% per annum and is payable on demand. The convertible advance is convertible, at the holder's option, into the Company's common or preferred shares based on the value of the shares at the execution date of the advance.  The convertible advance is valued at the greater of the face value of the advance or the fair value of the shares, if converted.  At September 30, 2014 and December 31, 2013, the convertible advance, was recorded at $195,000 and $235,000, respectively.   Accrued interest related to this advance was $18,029 and $12,987 at September 30, 2014 and December 31, 2013, respectively, and is included in accounts payable and accrued expenses on the balance sheet.

Through its wholly-owned subsidiary, GGII, the Company has exclusive rights to the Licensing Agreement with NHIL, the Company's majority shareholder.  In accordance with this agreement, GGII assumes the financial responsibility for the acquisition and maintenance of all patents, as well as USDA's approval of the Vaccine.
 
NOTE 8               CONTINGENCIES
 
During the normal course of business, the Company may be exposed to litigation.  When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies.  The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome.  If the Company determines than an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals.  As of September 30, 2014, the Company is not aware of any contingent liabilities that should be reflected in the accompanying financial statements.

 

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission.  Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking  statements are necessarily based upon estimates and assumptions that are inherently  subject to significant  business,  economic and competitive uncertainties and  contingencies,  many of which are beyond our control and many of which,  with  respect to future  business  decisions,  are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf.  We disclaim any obligation to update forward-looking statements.

The independent registered public accounting firm's report on the Company's financial statements as of December 31, 2013, and for each of the years in the two-year period then ended, includes a "going concern" explanatory paragraph, that describes substantial doubt about the Company's ability to continue as a going concern.

PLAN OF OPERATIONS

We had no operations prior to January 2009 and we did not have any revenues during the quarter ended September 30, 2014 nor the fiscal years ended December 31, 2013 and 2012. We have minimal capital, minimal cash, and only our intangible assets consist of our patents and patent applications, business plan, relationships and contacts. We are illiquid and need cash infusions from investors or shareholders to provide capital, or loans from any sources.

In March 2012, the Company completed its Final Efficacy Testing and  sent the results to the USDA.

In August 2012, the Company began a study to determine how long a chicken can be protected against Salmonella after it begins laying eggs. We believe that if a layer hen is not infected with the Salmonella bacteria or shows reduced levels of the bacteria, then neither the egg, nor the chick, when it hatches, will have Salmonella or the egg or chick will show reduced levels of the bacteria. We believe there is a "timelined" vaccine effect that will be logged and sequenced during the study, beginning from a newly-hatched chicken, to the 18-20 weeks before the chicken becomes a layer hen, and, after that, until the end of the hen's productive life. At the time of this filing, the protocols have been finished and we are in the process of identifying  manufacturers.  At the time of this filing, we have not been able to identify a manufacturer but are continuing to seek one.

In September 2013, the Company announced the signing of an agreement with Merial Ltd., the Animal Health Division of Sanofi, to conduct an internal evaluation of the Company's patented Salmogenics vaccine technology.  At the time of this filing, the Merial's internal evaluation has expired and the agreement with Merial expired on October 1, 2014.

In January 2013, the Company entered into a convertible advance with the Company's Chief Executive Officer and Chairman, Dr. Ghazvini. The convertible advance with a face value of $300,000, bears interest at 5% per annum and is payable on demand. The convertible advance is convertible, at the holder's option, into the Company's common or preferred shares based on the value of the shares at the execution date of the advance. During the nine months ended September 30, 2014, the Company made a $40,000 cash payment on the advance.

14

At September 30, 2014 and December 31, 2013, the convertible advance was recorded at $195,000 and $235,000, respectively.  Accrued interest related to this advance was $18,029 and $12,987 at September 30, 2014 and December 31, 2013, respectively, and is included in accounts payable and accrued expenses on the balance sheet.

At this time and for the next six months, the Company is looking and negotiating with other partners and vaccine manufacturers in order to initiate the designs of protocols for commercial production, their finalization and testing and continue to identify sources of financing. Management estimates an additional 18-24 month or longer delays for the USDA approval. Presently, the Company is arranging with a specific vaccine manufacturer for evaluation and completion of the studies.  

We will need substantial additional capital to support our proposed future operations.  We have no revenues, we will be unable to realize revenues until we have achieved USDA final approval.  We have no committed source for any funds as of date hereof.  No representation is made that any funds will be available when needed.  In the event funds cannot be raised when needed, we may not be able to carry out our business plan, may never achieve sales, and could fail in business as a result of these uncertainties.

RESULTS OF OPERATIONS

For the Three Months Ended September 30, 2014 Compared to the Three Months Ended September 30, 2013

During the three months ended September 30, 2014 and 2013, the Company did not recognize any revenues from it operational activities.  Management does not anticipate recognizing any revenues from the sale of the Salmogenic vaccine, until the final approval of the USDA has been granted and that time the Company will be able to begin sales and marketing efforts.

During the three months ended September 30, 2014, the Company incurred operational expenses of $13,102.  During the three months ended September 30, 2013, the Company incurred operational expenses of $40,344.  The decrease of $27,242 was primarily a result of a $10,454 decrease in professional fees expenses and a $18,933 decrease in general and administrative expenses combined with a $3,000 increase in investor relations.

During the three months ended September 30, 2014, the Company recognized a net loss of $13,102 compared to a net loss of 40,344 during the three months ended September 30, 2013.  The decrease of $27,242 was a direct result of the expenses discussed above.

For the Nine  Months Ended September 30, 2014 Compared to the Nine Months Ended September 30, 2013

During the nine months ended September 30, 2014 and 2013, the Company did not recognize any revenues from it operational activities.  Management does not anticipate recognizing any revenues from the sale of the Salmogenic vaccine, until the final approval of the USDA has been granted and that time the Company will be able to begin sales and marketing efforts.

During the nine months ended September 30, 2014, the Company incurred operational expenses of $52,484.  During the nine months ended September 30, 2013, the Company incurred operational expenses of $91,830.  The decrease of $39,346 was primarily a result of a $38,520 decrease in general and administrative expenses combined with a $12,585 decrease in professional fees offset by a $9,000 increase in investor relations and a $5,000 increase in vaccine testing.  The increase in vaccine and testing expenses was a result of the Company's efforts regarding the vaccine, but also its focus on increasing public awareness of the Company.

During the nine months ended September 30, 2014, the Company recognized a net loss of $52,484 compared to a net loss of $91,830 during the nine months ended September 30, 2013.  The decrease of $39,346 was a direct result of the expenses discussed above.
15

LIQUIDITY

The independent registered public accounting firm's report on the Company's financial statements as of December 31, 2013, and for each of the years in the two-year period then ended, includes a "going concern" explanatory paragraph, that describes substantial doubt about the Company's ability to continue as a going concern.

At September 30, 2014, the Company had total current assets of $29,181, consisting of $27,181 in cash and  $2,000 travel advances to officers.  At September 30, 2014, total current liabilities were $222,559, consisting of $27,059 in accounts payable and accrued expenses, $500 due to shareholders, and a Convertible advance to related party of $195,000.  At September 30, 2014, the Company had working capital deficit of $193,378.

During the nine months ended September 30, 2014, the Company used $46,351 in funds in it operational activities.  During the nine months ended September 30, 2014, the Company recognized a net loss of $52,484 which was adjusted for $252 in amortization expense.  During the nine months ended September 30, 2013, the Company used $95,627 in its operations, a net loss of $91,830 was adjusted for the non-cash item of $252 in amortization expense.

During the nine months ended September 30, 2014, the Company used $40,000 in its financing activities, making a payment on the outstanding convertible advance made by its Chief Executive Officer and Chairman, discussed below.

On January 15, 2013 the Company entered into a revolving convertible advance with the Company's Chief Executive Officer and Chairman. The convertible advance, with a face value of $300,000, bears interest at 5% per annum and matures on March 31, 2015. The convertible advance is convertible, at the holder's option, into the Company's common or preferred shares based on the value of the shares at the execution date of the advance.  The convertible advance is valued at the greater of the face value of the advance or the fair value of the shares, if converted.  At September 30, 2014 and December 31, 2013, the convertible advance was recorded at $195,000 and $235,000, respectively.  Accrued interest related to this advance was $18,029 and $12,987 at September 30, 2014 and December 31, 2013, respectively, and is included in accounts payable and accrued expenses on the balance sheet.

Short Term

On a short-term basis, the Company has not generated any revenue or revenues sufficient to cover operations.  For short term needs the Company will be dependent on receipt, if any, of offering proceeds.

Capital Resources

The Company has only common stock as its capital resource.

The Company has no material commitments for capital expenditures within the next year, however if operations are commenced, substantial capital will be needed to pay for participation, investigation, exploration, acquisition and working capital.

Need for Additional Financing

The Company does not have capital sufficient to meet its cash needs.  The Company will have to seek loans or equity placements to cover such cash needs.  Once manufacturing and sales efforts commence, its needs for additional financing is likely to increase substantially.

No commitments to provide additional funds have been made by the Company's management or other stockholders.  Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover the Company's expenses as they may be incurred.

16

Significant Accounting Policies

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin Topic 13, Revenue Recognition and FASB ASC 605-15-25, Revenue Recognition.  In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. The Company did not report any revenues from inception to September 30, 2014.

Earnings Per Share

The Company has adopted ASC 260-10-50, Earnings Per Share, which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates as there were no common stock equivalents outstanding at September 30, 2014 or September 30, 2013.

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4.  CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules  13a 15(e) and 15d-15(e)  under the Securities  Exchange Act of 1934,  as  amended  (the  "Exchange  Act")) and   that are  designed  to ensure  that information  required to be disclosed in our reports  under the Exchange Act, is recorded,  processed,  summarized and reported within the time periods  required under  the  SEC's  rules and forms  and that the  information  is  gathered  and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b), our Chief Executive/Financial Officer carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this  report.  Based on the foregoing evaluation,  our Chief Executive Officer has concluded that our disclosure controls and procedures  are  effective  in  timely  alerting  them to  material  information required  to be  included  in  our  periodic  SEC  filings  and to  ensure  that information  required to be disclosed in our periodic SEC filings is accumulated and communicated to our management,  including our Chief Executive  Officer,  to allow  timely  decisions  regarding  required  disclosure.

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

17

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 1A.  RISK FACTORS

Not Applicable to Smaller Reporting Companies.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the period of July 1, 2014 through September 30, 2014, the Company did not make any issuances of its equity securities.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURE

Not Applicable.

ITEM 5.  OTHER INFORMATION

None.

18

ITEM 6.  EXHIBITS

Exhibits.  The following is a complete list of exhibits filed as part of this Form 10-Q.  Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.
 
Exhibit 31.1 Certification of Chief Executive and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 32.1 Certification of Principal Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 101.INS                   XBRL Instance Document

Exhibit 101.SCH                  XBRL Taxonomy Extension Schema Document (1)

Exhibit 101.CAL                  XBRL Taxonomy Extension Calculation Linkbase Document (1)

Exhibit 101.DEF                   XBRL Taxonomy Extension Definition Linkbase Document (1)

Exhibit 101.LAB                   XBRL Taxonomy Extension Label Linkbase Document (1)

Exhibit 101.PRE                     XBRL Taxonomy Extension Presentation Linkbase Document (1)
 
(1) Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
19

SIGNATURES


Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





GLOBAL GREEN, INC.
(Registrant)
 

 
Dated:  November 14, 2014
By:
/s/ Dr. Mehran P. Ghazvini, DC
 
Dr.  Mehran P. Ghazvini, DC
 
(Principal Executive Officer, Chief Financial Officer and Principal Accounting  Officer)
 
 


 


 
20