10-Q 1 cogc-2015mar31_10q1.htm FORM 10-Q

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 March 31, 2015

[  ]                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  May 13, 2015, there were 745,761,432 shares of the registrant's common stock issued and outstanding.
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PART I

ITEM 1. FINANCIAL STATEMENTS
 
Global Green, Inc.
  
Consolidated Balance Sheets
  
March 31, 2015 (Unaudited) and December 31, 2014
  
 
 
  
March 31,
 2015
    
December 31,
 2014
  
ASSETS
  
   
 
Current assets:
  
   
 
Cash
  
$
7,722
    
$
7,833
  
Travel advances to officer
    
2,000
      
2,000
  
Total current assets
    
9,722
      
9,833
  
 
                
Intangible asset, net
    
5,375
      
5,459
  
 
                
Total assets
  
$
15,097
    
$
15,292
  
 
                
LIABILITIES AND SHAREHOLDERS' DEFICIT
                
Current liabilities:
                
Accounts payable and accrued expenses
  
$
22,372
    
$
18,328
  
Due to shareholders
    
500
      
500
  
Convertible advance- related party (see Note 6)
    
241,908
      
221,908
  
 
                
Total liabilities
    
264,780
      
240,736
  
                 
Commitments and Contingencies (see Note 7)
    
-
      
-
  
 
                
Shareholders' deficit:
                
Preferred stock; no par value; 100,000,000 shares authorized; no shares outstanding at March 31, 2015 or December 31, 2014
    
-
      
-
  
Common stock; $.00001 par value; 3,000,000,000 shares authorized; 745,761,432 shares issued and outstanding at March 31, 2015 and December 31, 2014
    
7,458
      
7,458
  
Additional paid in capital
    
285,573
      
285,573
  
Accumulated deficit
    
(542,714
)
    
(518,475
)
 
                
       Total shareholders' deficit
    
(249,683
)
    
(225,444
)
 
                
Total liabilities and shareholders' deficit
  
$
15,097
    
$
15,292
  
                 
 

 


See accompanying notes to the consolidated financial statements.
3
Global Green, Inc.
  
Consolidated Statements of Operations
  
For the Three Months Ended March 31, 2015 and 2014
  
(Unaudited)
  
 
  
Three Months Ended
 March 31, 2015
    
Three Months Ended
 March 31, 2014
  
 
      
 
 
  
   
 
 
  
   
 
REVENUES
  
$
-
    
$
-
  
 
                
OPERATING EXPENSES
                
Professional fees
    
19,293
      
9,027
  
Interest expense (see Note 6)
    
2,982
      
3,000
  
General and administrative
    
1,400
      
4,676
  
Stock transfer agent fees
    
450
      
450
  
Amortization
    
84
      
84
  
Bank Fees
    
30
      
-
  
Investor Relations
    
-
      
3,000
  
Total operating expenses
    
24,239
      
20,237
  
 
                
NET LOSS
  
$
(24,239
)
  
$
(20,237
)
 
                
 
                
 Net loss per share applicable to
    common stockholders — basic and diluted
  
$
(0.00
)
  
$
(0.00
)
 
                
 Weighted average number of
    shares outstanding – basic and diluted
    
745,761,432
      
745,761,432
  
 

See accompanying notes to the consolidated financial statements.
4
Global Green, Inc.
  
Consolidated Statements of Shareholders' Deficit
  
For the Period Ended March 31, 2015
  
(Unaudited)
  
                     
   
Common Shares
    
Common Stock
    
Additional Paid in Capital
    
Accumulated Deficit
    
Total Shareholders' Deficit
  
                     
BALANCE, December 31, 2013
    
745,761,432
    
$
7,458
    
$
285,573
    
$
(428,382
)
  
$
(135,351
)
                                         
Net loss
    
-
      
-
      
-
      
(90,093
)
    
(90,093
)
                                         
BALANCE, December 31, 2014
    
745,761,432
      
7,458
      
285,573
      
(518,475
)
    
(225,444
)
                                         
Net loss
    
-
      
-
      
-
      
(24,239
)
    
(24,239
)
                                         
BALANCE, March 31, 2015
    
745,761,432
    
$
7,458
    
$
285,573
    
$
(542,714
)
  
$
(249,683
)
 
 
See accompanying notes to the consolidated financial statements.
5
Global Green, Inc.
  
Consolidated Statements of Cash Flows
  
For the Three Months Ended March 31, 2015 and 2014
  
(Unaudited)
 
 
  
   
 
CASH FLOWS FROM OPERATING ACTIVITIES:
  

Three Months Ended
March 31, 2015
    

Three Months Ended
March 31, 2014
  
Net Loss
  
$
(24,239
)
  
$
(20,237
)
Adjustments to reconcile net loss to net cash
                
used in operating activities:
                
 Amortization
    
84
      
84
  
Change in assets and liabilities:
                
Travel advances to officer
    
-
      
4,000
  
Accounts payable and accrued expenses
    
4,044
      
(7,759
)
Net cash used in operating activities
    
(20,111
)
    
(23,912
)
 
                
CASH FLOWS FROM FINANCING ACTIVITIES:
                
         Proceeds from convertible advance - related party
    
20,000
      
-
  
Repayments on convertible advance - related party
    
-
      
(16,000
)
Net cash provided by/used in financing activities
    
20,000
      
(16,000
)
 
                
NET CHANGE IN CASH
    
(111
)
    
(39,912
)
CASH, beginning of period
    
7,833
      
113,532
  
CASH, end of period
  
$
7,722
    
$
73,620
  
 
                
SUPPLEMENTAL DISCLOSURES:
                
Cash Paid for Interest
  
$
-
    
$
2,916
  
 
See accompanying notes to the consolidated financial statements.
6
Global Green, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(Unaudited)
 
NOTE 1                          NATURE OF ORGANIZATION

Global Green, Inc. (the "Company") is a Florida Corporation incorporated on July 12, 2004 (inception) 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 the 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 was 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 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 March 31, 2015, the Company has incurred net losses of $542,714 and a net working capital deficit of $255,058 since inception.

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.
7
Global Green, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(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. 

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 consolidated financial statements.  The significant accounting policies, estimates and related judgments underlying the Company's consolidated financial statements are summarized below.  In applying these policies, management makes subjective judgments that frequently require estimates about matters that are inherently uncertain.  Actual results could differ materially from those estimates.

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 March 31, 2015 and December 31, 2014.

Revenue Recognition
The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin Topic 13, Revenue Recognition and 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 for the periods ended March 31, 2015 and 2014.

Earnings Per Share
The Company has adopted ASC 260-10-50, Earnings Per Share, which provides for the 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 March 31, 2015 and 2014.
 
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. 
 
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.
 
8
Global Green, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(Unaudited)
 
 
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.
 
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 ASC 740, Income Taxes, and has not identified any significant tax positions, other than those disclosed.

Subsequent Events
In accordance with ASC 855, Subsequent Events, the Company evaluated subsequent events through May 8, 2015, the date the consolidated 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 ASC 805, Business Combinations, the License Agreement is consolidated at the book value.  At March 31, 2015 and 2014, the company recorded amortization expense of $84.  The Company expects amortization expense to be approximately $336 per year for each of the next five fiscal years. 


Components of intangible assets at the periods ended are as follows:

   
March 31, 2015
    
December 31, 2014
  
License Agreement
  
$
6,831
    
$
6,831
  
Accumulated amortization
    
(1,456
)
    
(1,372
)
Intangible assets, net
  
$
5,375
    
$
5,459
  
 
 
9
Global Green, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(Unaudited)
 
NOTE 5                          TAXES

                  The components of income tax benefit for the years ended are as follows:

   
March 31, 2015
    
March 31, 2014
  
         
                           Current tax benefit
  
$
(9,114
)
  
$
(7,609
)
                           Change in valuation allowance
    
9,114
      
7,609
  
                 
   
$
-
    
$
-
  
            The difference between income tax benefit computed by applying the statutory federal income tax rate to earnings before taxes for the years ended are as follows:
   
March 31, 2015
    
March 31, 2014
  
         
                          Pretax loss at federal statutory rate
  
$
(8,241
)
  
$
(6,881
)
                          State income benefit, net of federal benefit
    
(873
)
    
(729
)
                          Change in valuation allowance
    
9,114
      
7,609
  
                 
   
$
-
    
$
-
  
 
  
            The components of deferred taxes are as follows:
   
March 31, 2015
    
December 31, 2014
  
                           Deferred income tax assets:
        
                       Operating loss carryforwards
  
$
204,062
    
$
194,948
  
                       Less: Valuation allowance
    
(204,062
)
    
(194,948
)
                 
   
$
-
    
$
-
  
At March 31, 2015 and December 31, 2014, 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 March 31, 2015, the Company had net operating loss carryforwards for tax purposes of $542,714 which will expire beginning in 2031, if not previously utilized.
 
 
10
Global Green, Inc.
Notes to the Consolidated Financial Statements
March 31, 2015
(Unaudited)
 
NOTE 6                          RELATED PARTY TRANSACTIONS AND COMMITMENTS
On January 15, 2013, the Company entered into a convertible advance with the Company's Chief Executive Officer and Chairman. The advance, with a face value of $300,000, bears interest at 5% per annum and is payable on demand. The 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 March 31, 2015 and December 31, 2014, the convertible advance was recorded at $241,908 and $221,908, respectively.  Accrued interest related to this advance was $8,405 and $5,423 at March 31, 2015 and December 31, 2014, respectively, and is included in accounts payable and accrued expenses on the consolidated balance sheets.

The Company has exclusive rights to the Licensing Agreement with NHIL, the Company's majority shareholder, in which its wholly-owned subsidiary, GGII, assumes the financial responsibility for the acquisition and maintenance of all patents, as well as USDA's approval of Vaccines.
 
NOTE 7                          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 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 that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals.  As of March 31, 2015, the Company is not aware of any contingent liabilities that should be reflected in the accompanying consolidated financial statements.
 
11
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, 2014, 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 March 31, 2015 nor the fiscal years ended December 31, 2014 and 2013. We have minimal capital, minimal cash, and intangible assets consist of a patent. 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 submitted the results to the USDA and are awaiting a response from the USDA.  Our continuing plan of operations will be as follows:

Milestones

2nd Quarter 2015

• Continuing searching/negotiating with other partners/vaccine manufacturers.
• Initiating designs of protocols for commercial production, their finalization and testing.
• Identifying sources of financing.
• Negotiating with NHIL for licensing agreements for new vaccine technologies

3ndQuarter 2015

• Continuing searching/negotiating with other partners/vaccine manufacturers.
• Initiating designs of protocols for commercial production, their finalization and testing.
• Identifying sources of financing.
• Negotiating with NHIL for licensing agreements for new vaccine technologies

4th Quarter 2015

• Continuing searching/negotiating with other partners/vaccine manufacturers.
• Initiating designs of protocols for commercial production, their finalization and testing.
• Identifying sources of financing.
• Negotiating with NHIL for licensing agreements for new vaccine technologies.
 
12
The Company's status regarding its Phase IV efficacy testing as of the time of this filing depends upon finding another vaccine manufacturer.   Phase IV refers to the Company's stages of testing and not any other outside agency criteria.

In August 2012, the Company began a study design to determine how long a chicken can be protected against Salmonella after it begins laying eggs. The thesis of the study is 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.  In theory, 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 study protocols have been finished and we are in the process of identifying a manufacture.

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. The evaluation with Merial was terminated upon the expiration of the agreement on October 1, 2014.   No further efforts with Merial are in process.

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 which was $0.04 per share (closing price on January 15, 2013).  At March 31, 2015, the convertible advance had a balance of $241,908.   Accrued interest related to this advance was $8,405 at March 31, 2015 and is included in accounts payable and accrued expenses on the balance sheet.  If converted, this would amount to an additional 6,047,700 common shares or an undetermined number and class of preferred shares.

We will need substantial additional capital to support our proposed future operations.  We have no revenues.  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 March 31, 2015 Compared to the Three Months Ended March 31, 2014

During the three months ended March 31, 2015 and 2014, 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 March 31, 2015, the Company incurred operational expenses of $24,239.  During the three months ended March 31, 2014, the Company incurred operational expenses of $20,237.  The increase of $4,002 was primarily a result of a $10,266 increase in professional fees offset by a $8 decrease in interest expense and $3,276 decrease in general and administrative fees.


 During the three months ended March 31, 2015, the Company recognized a net loss of $24,239 compared to a net loss of $20,237 during the three months ended March 31, 2014.  The increase of $4,002 was a direct result of the expenses discussed above.
 
13
LIQUIDITY

The independent registered public accounting firm's report on the Company's financial statements as of December 31, 2014, 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 March 31, 2015, the Company had total current assets of $9,722, consisting of $7,722 in cash and $2,000 travel advances to officers.  At March 31, 2015, total current liabilities were $264,780, consisting of $22,372 in accounts payable and accrued expenses and $500 due to shareholders and a convertible advance to a related party of $241,908.  At March 31, 2015, the Company had a net working capital deficit of $255,058.

During the three months ended March 31, 2015, the Company used $20,111 in funds in it operational activities.  During the three months ended March 31, 2015, the Company recognized a net loss of $24,239 which was adjusted for $84 in amortization expense.  During the three months ended March 31, 2014, the Company used $23,912 in its operations, a net loss of $20,237 was adjusted for the non-cash item of $84 in amortization expense.

During the three months ended March 31, 2015, the Company used $0 in its financing activities, and received proceeds of $20,000 from a 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 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 March 31, 2015 and December 31, 2014, the convertible advance was recorded at $241,908 and $221,908, respectively.  Accrued interest related to this advance was $8,405 and $5,423 at March 31, 2015 and December 31, 2014, 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.  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.
 
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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 March 31, 2015.

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 March 31, 2015 or March 31, 2014.

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 March 31, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
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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 December 31, 2014 through March 31, 2015, 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.

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 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.
 
 
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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:   May 15, 2015                                                                                        By: /s/ Dr. Mehran P. Ghazvini, DC
Dr.  Mehran P. Ghazvini, DC
(Principal Executive Officer, Chief Financial Officer
and Principal Accounting  Officer)
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