S		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended	December 31, 2014
*		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 001-55162
________________________

CorGreen Technologies Holding Corporation (Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization)	45-2898817 (I.R.S. Employer Identification No.)
9891 Irvine Center Drive Suite 200, Irvine, California 92618 (Address of principal executive offices, including zip code)
(855) 587-4249 (Registrant's telephone number, including area code)
Gold Ridge Resources, Inc. (Former name, former address and former fiscal year, if changed since last report)

Large Accelerated Filer ☐

Accelerated Filer  ☐

Non-Accelerated Filer ☐

Smaller reporting company ☒

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The accompanying notes are an integral part of these condensed, consolidated financial statements.

 

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CORGREEN TECHNOLOGIES HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the Three Months Ended								For the Six Months Ended
		December 31,								December 31,
		2014				2013				2014				2013
Revenues		$	54,485			$	1,291,548			$	72,173			$	1,508,456
Cost of Sales			18,979				388,458				18,979				599,720
Gross Profit			35,506				903,090				53,194				908,736
Operating Expenses
Advertising, promotional and selling			7,566				13,497				9,814				31,596
Contract labor			495				63,625				31,995				76,171
General and administrative			293,430				75,545				669,270				191,843
Depreciation			12,169				11,759				26,488				22,516
Total Operating Expenses			313,660				164,426				737,567				322,126
Operating Income (Loss)			( 278,154	)			738,664				( 684,373	)			586,610
Other Expenses
Interest income			4,001				-				4,001				-
Interest expense			( 6,204	)			( 12,659	)			(10,184	)			( 21,007	)
Total Other Expenses			(2,203	)			(12,659	)			(6,183	)			(21,007	)
Net Income (Loss)		$	(280,357	)		$	726,005			$	(690,556	)		$	565,603
Net Income (loss) per share		$	(0.01	)		$	0.04			$	(0.03	)		$	0.03
Weighted-average number of shares - basic and diluted			27,012,500				16,450,000				26,156,081				16,450,000

 

 

 

The accompanying notes are an integral part of these condensed, consolidated financial statements.

 

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		For the Six Months Ended
		December 31,
		2014				2013
Cash flows from operating activities:
Net Income (Loss)		$	(690,556	)		$	565,603
Adjustments to reconcile net income (net loss) to net cash
(used in) provided by operating activities:
Depreciation			26,488				22,516
Changes in operating assets and liabilities:
Accounts receivable			280				11,420
Inventory			(12,293	)			(14,364	)
Advances and prepaid expenses			(6,558	)			-
Deferred revenue			99,315				-
Purchase of residential property held for sale			-				(1,567,157	)
Receivables from property sales			-				(786,327	)
Due to shareholder			(24,025	)			(71,097	)
Accounts payable			-				9,341
Net cash used in operating activities			(607,349	)			(1,830,065	)
Cash flows from investing activities:
Investment in short-term note receivable			(50,000	)			-
Cash paid for property and equipment			(35,174	)			(931	)
Net cash used in investing activities			(85,174	)			(931	)
Cash flows from financing activities:
Payments of loan payable			(72,000	)			-
Proceeds from convertible notes payable			783,019				1,845,597
Net cash from financing activities			711,019				1,845,597
Change in cash and cash equivalents			18,496				14,601
Cash and cash equivalents at beginning of period			3,111				2,592
Cash and cash equivalents at end of period		$	21,607			$	17,193
Supplemental disclosure of cash flow information:
Interest paid		$	10,184			$	21,007
Non-cash Investing and Financing
Purchase of property & equipment with loan payable		$	72,000			$	-

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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		December 31, 2014				June 30,  2014
Raw materials		$	54,304			$	21,120
Work-in-process			-				-
Finished goods			15,241				36,138
Total inventory		$	69,551			$	57,258

		December 31, 2014				June 30, 2014
Beginning balance of properties held for sale		$	1,657,326			$	13,949
Property purchases			-				1,939,577
Improvements and carrying costs			-				286,399
Materials and supplies			-				9,577
Cost of properties held for sale			1,657,326				2,249,502
Less: cost of properties sold							(592,176	)
Ending balance of properties held for sale		$	1,657,326			$	1,657,326

 

		December 31, 2014				June 30, 2014
Office building		$	300,000			$	300,000
Extraction equipment			166,085				130,911
Packaging and filling equipment			8,281				8,281
Office equipment and furniture			6,874				6,874
Vehicles			72,000				-
Total property and equipment			553,240				446,066
Less: accumulated depreciation			(93,917	)			(67,430	)
Property and equipment, net		$	459,323			$	378,636

Property Address		Loan Amount				Interest Rate			Origination Date	Maturity Date		December 31, 2014				June 30, 2014
1335 N. Greenfield Mesa, AZ		$	300,000				15.9	%	6/28/2013	7/1/2014		$	300,000			$	300,000
5815 N. 25th Street Phoenix, AZ			900,000				14.0	%	9/6/2013	10/9/2014			900,000				900,000
2219 E. Mallard Court Gilbert, AZ			245,000				17.0	%	10/1/2013	9/30/2014			245,000				245,000
618 Windsor Street Santa Cruz, CA			347,715				6.0	%	12/4/2013	6/4/2014			347,715				347,715
Totals (weighted-average)		$	1,792,715				13.2	%				$	1,792,715			$	1,792,715

		June 30, 2014
		GMTFY					S4H			SFS				Total
Revenues		$	(19,600	)		$	256,840			$	1,522,342			$	1,759,582
Cost of sales			-				48,364				631,606				679,970
Gross profit			(19,600	)			208,476				890,736				1,079,612
Operating expenses			80,134				125,591				120,371				326,096
Interest expense			-				-				44,857				44,857
Net income (loss)		$	(99,734	)		$	82,885			$	725,508			$	708,659
Cash			140				1,929				1,041				3,110
Accounts receivable			-				280				-				280
Inventory			-				57,258				-				57,258
Residential properties held for sale			-				-				1,657,326				1,657,326
Receivables from property sales			-				-				545,000				545,000
Property and equipment, net			82,129				6,450				290,057				378,636
Total assets		$	82,269			$	65,917			$	2,493,424			$	2,641,610

 

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Except as otherwise required by federal securities laws, we do not undertake any obligation to publicly update, review or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

Not applicable.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of December 31, 2014, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2014, our disclosure controls and procedures were not effective at the reasonable assurance level due to the following three material weaknesses:

1.

We do not have written documentation of our internal control policies and procedures.  Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the year ending June 30, 2014.  Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2.

We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.  Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.  However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.  Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

 

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3.

Effective controls over the control environment were not maintained.  Specifically, a formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place.  Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures.  This has resulted in inconsistent practices.  Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.  Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.  Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud.  Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented if there exists in an individual a desire to do so.  There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Controls.

There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended December 31, 2014 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II.  OTHER INFORMATION

We currently have no legal proceedings pending nor have any legal proceeding been threatened against us or any of our officers, directors or control persons of which we are aware.

None.

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2.1	Share Exchange Agreement, incorporated by reference to Exhibit 2.1 of our Form 8-K dated July 15, 2014

2.2	Conveyance Agreement, incorporated by reference to Exhibit 2.1 of our Form 8-K dated July 15, 2014

31.1	Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of the Chief Executive Officer of the Corporation Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification of the Chief Financial Officer of the Corporation Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

The following financial information from our Quarterly Report on Form 10-Q for the period ended September December 31, filed with the SEC on __________, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statement of Income for the three-month period ended December 31, 2014 and 2013, (ii) the Consolidated Balance Sheet at December 31, 2014 and June 30, 2014, (iii) the Consolidated Statement of Cash Flows for the three-months ended December 31, 2014 and 2013, and (iv) Notes to Consolidated Financial Statements.*

*

Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.

 

 

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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.

CORGREEN TECHNOLOGIES HOLDING CORPORATION:

R. Clinton Pyatt, Chief Executive Officer

(principal executive officer)

(principal financial and accounting officer)

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