S		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended	March 31, 2015
*		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)

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CorGreen Technologies Holding Corporation

FORM 10-Q

 

		Page
		Number
Part I	Financial Information	3
ITEM 1.	Financial Statements:	3
	Condensed Consolidated Balance Sheets March 31, 2015 (unaudited) and June 30, 2014	3
	Unaudited Condensed Consolidated Statements of Operations Three and Nine Months Ended March 31, 2015 and 2014	4
	Unaudited Condensed Consolidated Statements of Cash Flows Nine Months Ended March 31, 2015 and 2014	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	15
ITEM 4.	Controls and Procedures	15
Part II.	Other Information	16
ITEM 1.	Legal Proceedings	16
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
ITEM 6.	Exhibits	16
	Signatures	18

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CORGREEN TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
		Three Months Ended March 31								Nine Months Ended March 31,
		2015				2014				2015				2014
Revenues		$	-			$	250,280			$	72,173			$	1,758,736
Cost of Sales			-				37,994				18,979				637,713
Gross Profit			-				212,286				53,194				1,121,023
Operating Expenses
Advertising, promotional and selling			-				9,485				9,814				40,566
Contract labor			15,225				17,050				47,220				92,221
General and administrative			167				20,102				669,437				211,232
Depreciation			14,548				11,158				41,036				33,673
Total Operating Expenses			29,940				57,795				767,507				377,692
Operating Income (Loss)			( 29,940	)			154,491				(714,313	)			743,331
Other Income (Expense)
Interest income			-				-				4,002				-
Interest expense			(88,526	)			(11,925	)			(98,710	)			(32,932	)
Total Other Expenses			88,526				11,925				94,708				32,932
Net Income (Loss)		$	(118,466	)		$	142,566			$	(809,021	)		$	710,399
Net Income (loss) per Common Share - Basic and Diluted		$	(0.00	)		$	0.01			$	(0.03	)		$	0.04
Weighted-average number of Common Shares Outstanding - Basic and Diluted			27,075,137				16,450,000				26,436,364				16,450,000

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CORGREEN TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
		Nine Months Ended March 31,
		2015				2014
Cash flows from operating activities:
Net Income (Loss)		$	(809,021	)		$	710,399
Adjustments to reconcile net income (net loss) to net cash
(used in) provided by operating activities:
Depreciation			41,036				33,673
Changes in operating assets and liabilities:
Accounts Receivable			280				11,420
Inventory			(45,100	)			19,885
Deferred Revenue			99,315				(250,000	)
Advances and prepaid expenses			(6,558	)			-
Purchase of Residential Property for Sale			0				(1,613,066	)
Due to Shareholder			(67,178	)			(218,535	)
Accounts Payable			58,726				9,341
Net cash provided (used) by operating activities			(728,500	)			(1,296,883	)
Cash flows from investing activities:
Increase in Short-term Note Payable			(50,000	)			(545,000	)
Purchase of Property & Equipment			(84,624	)			(931	)
Net cash provided by investing activities			(134,624	)			(545,931	)
Cash flows from financing activities:
Proceeds for convertible note payable			783,019				-
Proceeds from common stock issued for cash			75,000				-
Proceeds from notes payable			2,000				1,792,715
Net cash used in financing activities			860,019				1,792,715
Change in cash and cash equivalents			(3,105	)			(50,099	)
Cash and cash equivalents at beginning of period			3,111				2,592
Cash and cash equivalents at end of period		$	6			$	(47,506	)
Supplemental disclosure of cash flow information:
Interest paid		$	98,711			$	32,932
Non Cash investing and Financing Activities: Additions to property and equipment funded with related party payables			141,385				-

 

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The Company's accounting policies are those specific accounting principles and the methods of applying those principles that have been judged by Management to be the most appropriate in the circumstances to present fairly the financial position, cash flows and results of operations in accordance with generally accepted accounting principles in the United States of America and that have been adopted for preparing the consolidated financial statements.

The financial statements are presented on the accrual basis of accounting and the Company reports its income on a calendar year basis and are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Consistent with historical reporting, the Company's financial statements are presented in accordance with accounting and financial reporting standards and Accounting Standard Codifications (ASC) promulgated by the Financial Accounting Standards Board (FASB).

 

The accompanying consolidated financial statements include the results of the Company and its four operating Subsidiaries: SFS, S4H, GMTFY and 3 Lids. All significant intercompany balances and transactions have been eliminated in consolidation.

Factors that could affect the Company's future operating results and cause actual results to vary materially from expectations include, but are not limited to, lower than anticipated growth from existing and yet to be determined competition, an inability to control expenses, technology changes, the impact of the application of and/or changes in accounting principles, undue pressure upon the financial services industry to provide adequate business resources, changes in regulatory requirements and national, state and local laws and their enforcement, and uncertain economic conditions. Negative developments in these or other risk factors could have a material adverse effect on the Company's financial position, results of operations and cash flows.

The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") in the United States requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to inventory, property and equipment, fair values of real property, contingencies and related party receivables or payables. Management's estimates are based on historical experience and on other assumptions that are believed to be reasonable, the results of which form the basis of making judgments about the carrying values of assets and liabilities.

Cash and cash equivalents at March 31, 2015 and June 30, 2014, included cash on-hand. Cash equivalents are considered all accounts with a maturity date within 90 days.

 

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Real estate held for sale is stated at the lower of cost or fair value less costs to sell. The cost of real estate held for sale includes acquisition, development, construction and carrying costs, and other related costs through the development stage. Real estate under development and land available for development are stated at cost. Real estate held for investment is stated at cost, less accumulated depreciation. The Company capitalizes interest on funds used in developing properties from the date of initiation of development activities through the date the property is substantially complete and ready for sale or lease. Common costs are allocated based on the relative fair value of individual land parcels. Certain carrying costs are capitalized on properties currently under active development. The Company capitalizes improvements that increase the value of properties and have useful lives greater than one year. Costs related to repairs and maintenance are charged to expense as incurred.

The Company performs an impairment test when events or circumstances indicate that an asset's carrying amount may not be recoverable. Events or circumstances that the Company considers indicators of impairment include significant decreases in market values, adverse changes in regulatory requirements (including environmental laws), significant budget overruns for properties under development, and current period or projected operating cash flow losses from rental properties. Measurement of the impairment loss is based on the fair value of the asset. Generally, the Company determines fair value using valuation techniques such as discounted expected future cash flows. Impairment tests for properties held for sale involve management estimates of fair value based on estimated market values for similar properties in similar locations and management estimates of costs to sell. If estimated fair value less costs to sell is less than the related carrying amount, then a reduction of the carrying amount of the asset to fair value less costs to sell is required.

The Company recorded no impairment charges for the twelve months ended June 30, 2014 or the nine months ended March 31, 2015.

Cost of Property Sales. Cost of sales includes the cost of real estate sold as well as costs directly attributable to the properties sold such as marketing, maintenance and property taxes. Cost of sales also includes operating costs and depreciation for properties held for investment and municipal utility district reimbursements.

Property Sales. Revenues from property sales are recognized when the risks and rewards of ownership are transferred to the buyer, when the consideration received can be reasonably determined and when the Company has completed its obligations to perform certain supplementary development activities, if any exist, at the time of the sale. Consideration is reasonably determined and considered likely of collection when the Company has signed sales agreements and has determined that the buyer has demonstrated a commitment to pay. The buyer's commitment to pay is supported by the level of their initial investment, the Company's assessment of the buyer's credit standing and the Company's assessment of whether the buyer's stake in the property is sufficient to motivate the buyer to honor their obligation to pay.

Rental Income. The Company recognizes its rental income based on the terms of its signed leases with tenants on a straight-line basis. Recoveries from tenants for taxes, insurance and other commercial property operating expenses are recognized as revenues in the period the related costs are incurred. The Company recognizes sales commissions and management and development fees when earned, as properties are sold or when the services are performed.

Product Sales. The Company records revenue from the sale of its vitamin spray product when the goods are delivered to customers, the rights of ownership have transferred from the Company to the customer and when assurance of collection within a reasonable period of time is determined.

The Company's management has considered all recent accounting pronouncements. Management believes that these recent pronouncements will not have a material effect on the Company's financial statements. 

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		March 31, 2015				June 30, 2014
Raw materials		$	62,220			$	21,120
Work-in-process			-				-
Finished goods			40,138				36,138
Total inventory		$	102,358			$	57,258

		March 31, 2015				June 30, 2014
Office building		$	300,000			$	300,000
Extraction equipment			143,235				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			530,690				446,066
Less: accumulated depreciation			(108,466	)			(67,430	)
Property and equipment, net		$	422,224			$	378,636

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Three months ended March 31, 2014		GMTFY					S4H			SFS				Corgreen				Total
Revenues			-				250,280				-				-				250,280
Cost of Sales			-				37,865				129				-				37,994
Gross Profit			-				212,415				( 129	)			-				212,286
Operating Expenses			16,189				18,547				23,059				-				57,795
Interest Income			-				-				-				-				-
Interest Expense			-				-				11,925				-				11,925
Net Income (Loss)			( 16,189	)			193,868				( 35,112	)			-				142,566
Cash			( 1,394	)			1,848				2,690				-				3,145
Accounts Receivable			-				280				-				-				280
Inventory			-				61,217				-				-				61,217
Deposits and Employee Advances			-				-				-				-				-
Residental Properties Held for Sale			-				-				1,615,315				-				1,615,315
Receivables from Property Sales			-				-				545,000				-				545,000
Property and Equipment, net			88,675				6,864				294,255				-				389,795
Total Assets			87,282				70,210				2,457,260				-				2,614,752

 

 

Nine months ended March 31, 2015		GMTFY					S4H			SFS				Corgreen				Total
Revenues			-				8,615				9,558				54,000				72,173
Cost of Sales			-				610				51				18,318				18,979
Gross Profit			-				8,005				9,507				35,682				53,194
Operating Expenses			23,716				6,181				18,217				719,393				767,507
Interest Income			-				0				2,000				2,002				4,002
Interest Expense			-				-				35,775				62,935				98,710
Net Income (Loss)			( 23,716	)			1,824				( 42,485	)			( 744,644	)			( 809,021	)
Cash			( 80	)			( 80	)			( 11	)			177				6
Accounts Receivable			-				-				-				-				-
Inventory			-				57,258				-				45,100				102,358
Deposits and Employee Advances			-				-				-				6,558				6,558
Residental Properties Held for Sale			-				-				1,798,711				-				1,798,711
Receivables from Property Sales			-				-				545,000				50,000				595,000
Property and Equipment, net			62,493				5,208				255,081				99,442				422,224
Total Assets			62,413				62,386				2,598,781				201,277				2,924,857

 

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Nine months ended March 31, 2014		GMTFY					S4H			SFS				Corgreen				Total
Revenues			( 19,600	)			256,840				1,521,496				-				1,758,736
Cost of Sales			-				46,859				590,854				-				637,713
Gross Profit			( 19,600	)			209,981				930,642				-				1,121,023
Operating Expenses			50,580				121,831				205,280				-				377,692
Interest Income			-				-				0				-				0
Interest Expense			-				-				32,932				-				32,932
Net Income (Loss)			( 70,180	)			88,150				692,430				-				710,399
Cash			( 1,394	)			1,848				2,690				-				3,145
Accounts Receivable			-				280				-				-				280
Inventory			-				61,217				-				-				61,217
Deposits and Employee Advances			-				-				-				-				-
Residental Properties Held for Sale			-				-				1,615,315				-				1,615,315
Receivables from Property Sales			-				-				545,000				-				545,000
Property and Equipment, net			88,675				6,864				294,255				-				389,795
Total Assets			87,282				70,210				2,457,260				-				2,614,752

 

The following discussion regarding the Company should read along with our financial statements and related notes included in this quarterly report.  This quarterly report, including the following discussion, contains forward-looking statements that are subject to risks, uncertainties and assumptions.  Our actual results, performance and achievements in 2015 and beyond may differ materially from those expressed in, or implied by, these forward-looking statements.  See Cautionary Note Regarding Forward-Looking Statements.

Results of Operations for the Three and Nine Months Ended March 31, 2015, and 2014

Revenue

Revenues decreased $250,280 (100%) from $250,280 for the quarter ended March 31, 2014, to $-0- for the quarter ended March 31, 2015. The revenues for the quarter ended March 31, 2014, relate primarily to sales of the Company's vitamin spray product. No sales of the vitamin spray product due to entry of barrier into the mass markets.

Revenues decreased $1,686,563 (96%) from $1,758,736 for the nine months ended March 31, 2014, to $72,173 for the nine months ended March 31, 2015. The revenues for the nine months ended March 31, 2014, relate primarily to sales of properties held for sale.  There were no such sales of properties in the current period. The sales recorded in the current period of $72,173 relate to sales of the Company's vitamin spray product.

 

Expenses

For the quarter ended March 31, 2015, we incurred operating expenses in the amount of $29,940 as compared to $57,795 for the quarter ended March 31, 2014, a decrease of $27,855 (48%).

For the nine months ended March 31, 2015, we incurred operating expenses in the amount of $767,507 as compared to $377,692 for the nine months ended March 31, 2014, an increase of $389,815 (103%). This is due principally to an increase in payroll expense incurred before the current quarter utilizing funds from the convertible note issuance, as the Company began to implement new business plan strategies related to consulting opportunities in the cannabis and medical marijuana industries.

Net Loss

 

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Liquidity and Capital Resources

As of March 31, 2015, we had a working capital deficit of $614,937 which represents a decrease from a working capital surplus of $162,672, a decrease of $777,609 or 478%. The decrease is related to an issuance of convertible notes payable, and the subsequent use of such proceeds to fund additional expenses incurred in connection with the Company's focus in the Marijuana change in business strategy.

A component of our operating plan impacting our expansion is the ability to obtain additional capital through additional equity and/or debt financing for purposes of future product development and the expansion of our manufacturing facilities. Additionally, we anticipate obtaining additional financing to fund acquisitions through common stock offerings and bank borrowings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to pursue other avenues.

Cautionary Note Regarding Forward-Looking Statements

Our disclosure and analysis in this report, including Management's Discussion and Analysis of Financial Condition and Results of Operations contains "forward-looking" information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, adopted pursuant to the Private Securities Litigation Reform Act of 1995. Statements that are not purely historical may be forward-looking. You can identify these forward-looking statements by the use of words such as "anticipate," "believe," "estimate," "expect," "hope," "intend," "may," "project," "plan,"  "goal," "target,' "should," and similar expressions, including when used in the negative.

Forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in these statements, including but not limited to those described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission under "Part I, Item 1A—Risk Factors."

All forward-looking statements in this report should be considered in the context of the risk and other factors described above and as detailed from time to time in the Company's Securities and Exchange Commission filings. Any forward-looking statements speak only as of the date the statement is made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Accordingly, users of this report are cautioned not to place undue reliance on the forward-looking statements.

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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 March 31, 2015 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.

    The Company issued 75,000 shares of common stock for $75,000 cash on January 15, 2015.

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

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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 March 31, filed with the SEC on June 26, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statement of Income for the three and nine-month periods ended March 31, 2015 and 2014, (ii) the Consolidated Balance Sheet at March 31, 2015 and June 30, 2014, (iii) the Consolidated Statement of Cash Flows for the nine-months ended March 31, 2015 and 2014, 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:
Dated: October 23, 2015			By:	/s/ R. Clinton Pyatt
				R. Clinton Pyatt, Chief Executive Officer
				(principal executive officer)
Dated: October 23, 2015			By:	/s/ R. Clinton Pyatt
				R. Clinton Pyatt, Chief Financial Officer
				(principal financial and accounting officer)

 

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