UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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(Mark One) |
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[ X ] |
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008 |
Commission file number 000-27487
GREEN GLOBE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware 13-4171971 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
29970 Technology Drive, Suite 203, Murrieta, CA 92563 (Address of principal executive offices)
(951) 677-6735 (Registrant’s telephone number, including area code)
N/A
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Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer ¨ |
Accelerated filer ¨ |
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Non-accelerated filer ¨ |
Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of November 7, 2008, the issuer had 1,084,396,233 shares of its common stock issued and outstanding.
PART I – FINANCIAL INFORMATION
ITEM 1-FINANCIAL STATEMENTS
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GREEN GLOBE INTERNATIONAL, INC.
(formerly GTREX Capital, Inc.)
Notes to the Consolidated Financial Statements
September 30, 2008
NOTE 1 - NATURE OF ORGANIZATION
This summary of significant accounting policies of Green Globe International, Inc. and its subsidiaries is presented to assist in understanding the Company's interim unaudited consolidated financial statements. The interim consolidated financial statements and notes are representations of the Company's management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim unaudited consolidated financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its December 31, 2007 Annual Report on Form 10-KSB. Operating results for the three months ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.
The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.
Organization and Business Activities
On January 25, 2005 the Company's Board of Directors elected to be regulated as a business investment company under the Investment Company Act of 1940. As a business development company ("BDC"), the Company was required to maintain at least 70% of its assets invested in "eligible portfolio companies." On February 1, 2005 the Company changed its name to GTREX Capital, Inc to properly reflect the nature if its business.
On November 16, 2006, the Company’s shareholders voted to withdraw the Company’s BDC election and cease operating as an investment company. The decision to withdraw the BDC election was prompted principally to allow the Company to focus its operations and finances on bringing the Global Travel Exchange product to market. On November 16, 2006, the Company filed Form N-54C to formally withdraw its BDC election. As a result, the accompanying interim consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles for an operating company.
During the quarter ended March 31, 2008, the Company purchased a total of 88% of Green Globe, Ltd., a British company that owns the Green Globe brand, the premier international brand for sustainable travel, tourism and related green businesses, through a securities purchase and share exchange agreement with two principal shareholders and two minority shareholders. The Company anticipates using Green Globe, Ltd. as the flagship brand under which the Company’s travel oriented software solution would operate. Accordingly, the Company changed its name to Green Globe International, Inc. to reflect the nature of the Company’s more global operating plan. As a result of the acquisition of the Green Globe brand, the company expects to evaluate and potentially execute joint ventures, licensing agreements, partnerships, acquisitions and transactions that will spread the use of the brand and generate revenues for the company. Additional flexibility in the company's capital stock structure is expected to allow the company to entertain numerous opportunities to execute its global business strategy. The Company expects to purchase the remaining 12% of Green Globe, Ltd., which would be positioned as a wholly owned subsidiary of the Company. On February 29, 2008 the Company filed a Certificate of Amendment to the Articles of Incorporation with the state of Delaware to change the name of the Company to Green Globe International, Inc.
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On March 3, 2008 the Company's Board of Directors determined that it was in the best interest of the Company to implement a 1 for 100 reverse split of the Company's Common Stock and to decrease the authorized Common Stock from 10 billion to 5 billion. On the same date, the Company filed a Certificate of Amendment to the Articles of Incorporation with the state of Delaware to implement a 1 for 100 reverse split effective March 10, 2008 and to decrease the Company's authorized Common Stock from 10 billion to 5 billion. All references to common stock in these notes to consolidated financial statements and the accompanying financial statements have been adjusted to reflect the reverse split for all periods presented.
Recent accounting pronouncements
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (FAS 141(R)). This Statement provides greater consistency in the accounting and financial reporting of business combinations. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in the transaction, establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to disclose the nature and financial effect of the business combination. FAS 141(R) is effective for fiscal years beginning after December 15, 2008. We will adopt FAS 141(R) no later than the first quarter of fiscal 2010 and are currently assessing the impact the adoption will have on our financial position and results of operations.
In December 2007, the FASB issued SFAS No. 160. Noncontrolling Interests in Consolidated Financial Statements (FAS 160). This Statement amends Accounting Research Bulletin No. 51, Consolidated Financial Statements, to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. FAS 160 is effective for fiscal years beginning after December 15, 2008. We will adopt FAS 160 no later than the first quarter of fiscal 2010 and are currently assessing the impact the adoption will have on our financial position and results of operations.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, which permits entities to choose to measure at fair value eligible financial instruments and certain other items that are not currently required to be measured at fair value. The standard requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We will adopt SFAS No. 159 no later than the first quarter of fiscal 2009. We are currently assessing the impact the adoption of SFAS No. 159 will have on our financial position and results of operations.
In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R). SFAS No. 158 requires company plan sponsors to display the net over- or under-funded position of a defined benefit postretirement plan as an asset or liability, with any unrecognized prior service costs, transition obligations or actuarial gains/losses reported as a component of other comprehensive income in shareholders’ equity. SFAS No. 158 is effective for fiscal years ending after December 15, 2006. We adopted the recognition provisions of SFAS No. 158 as of the end of fiscal 2007. The adoption of SFAS No. 158 did not have an effect on the Company’s financial position or results of operations.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 establishes a framework for measuring fair value in generally accepted accounting principles, clarifies the definition of fair value and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the application of SFAS No. 157 may change current practice for some entities. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We will adopt SFAS No. 157 in the first quarter of fiscal 2009. We are currently assessing the impact that the adoption of SFAS No. 157 will have on our financial position and results of operations.
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In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109 (FIN 48). This interpretation clarifies the application of SFAS No. 109, Accounting for Income Taxes , by defining a criterion that an individual tax position must meet for any part of the benefit of that position to be recognized in an enterprise’s financial statements and also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006, but earlier adoption is permitted. The Company is in the process of evaluating the impact of the application of the Interpretation to its financial statements.
Principles of Consolidation
The consolidated financial statements include the accounts of Green Globe International, Inc., Global Travel Exchange, Inc., and Green Globe, Ltd. All material intercompany accounts and transactions have been eliminated in the consolidation.
NOTE 2 – GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses from its inception through September 30, 2008. It has not established any revenues with which to cover its operating costs and to allow it to continue as a going concern. The Company’s auditors have expressed a going concern opinion associated with the Company’s consolidated financial statements for the year ended December 31, 2007. The Company will be required to raise addition capital through the issuance of either debt or equity securities in order to sustain operations for the coming year.
NOTE 3 – OTHER ASSETS
Other assets consist of an investment of $50,000 in IP technology and software licenses of $168,076, net of amortization. Both assets are held by the Company’s wholly-owned subsidiary, Global Travel Exchange (“GTE”), and enable the proper functioning of the GTE travel software for booking and billing travel transactions.
NOTE 4 – CREDIT LINE
As of September 30, 2008, the Company owed $308,181 under a credit line payable to Sequoia International. The credit line bears interest at the rate of 8% per annum and is past due.
NOTE 5 – LONG TERM LIABILITIES
In connection with the Company’s acquisition of eighty eight percent (88%) interest in Green Globe, Ltd. during the quarter ended March 31, 2008, the Company agreed to the assumption of $2,302,446 in notes payable and accounts payable owed by Green Globe, Ltd. The notes are owed to the various founders, bear no interest and are past due.
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NOTE 6 – RELATED PARTY PAYABLE
As of September 30, 2008, the Company owed Bradley Cox, Charles Kao, Gary Nerison and Steven Peacock, officers and members of the board of directors, a total of $53,462 in past due compensation for service on the board of directors.
NOTE 7 – MINORITY INTEREST
In connection with the Company’s acquisition of eighty eight percent (88%) interest in Green Globe, Ltd. during the quarter ended March 31, 2008, the Company has recorded a minority interest of $254, 058. In addition, the Company recorded a loss on disposition of assets associated with the write down of assets held on the books of Green Globe, Ltd. at the time of acquisition. The minority interest portion of the loss of ($20,880) has been reflected as a reduction in the loss on the Income Statement.
NOTE 8 – STOCK TRANSACTIONS
On March 21, 2008, the Company agreed to settlement terms with Sequoia International, Inc. on delinquent debts totaling of $50,000. The settlement agreement provided for the Company to issue a total of 50,000,000 shares of common stock for full satisfaction and release of the obligation. These shares will be issued pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. The Company and Sequoia agreed that the shares would be issued into an escrow account to prevent their immediate resale into the market. Under the terms of the escrow, Sequoia may not obtain any shares from escrow if the release of such escrow shares would result in Sequoia becoming the beneficial owner of more than 9.9% of the Company’s common stock. Further, all shares in escrow are voted by the Company’s chairman of the Board of Directors. During the quarter ended June 30, 2008, 50,000,000 shares were issued and placed in escrow account.
On May 15, 2008, the Company agreed to settlement terms with Sequoia International, Inc. on delinquent debts totaling of $125,000. The settlement agreement provided for the Company to issue a total of 250,000,000 shares of common stock. During the quarter ended June 30, 2008, the Company issued 161,000,000 shares and during the quarter ended September 30, 2008, the Company issued the remaining 89,000,000 shares to satisfy this transaction. These shares were issued pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. The Company and Sequoia agreed that the shares would be issued into an escrow account to prevent their immediate resale into the market. Under the terms of the escrow, Sequoia may not obtain any shares from escrow if the release of such escrow shares would result in Sequoia becoming the beneficial owner of more than 9.9% of the Company’s common stock. Further, all shares in escrow are voted by the Company’s chairman of the Board of Directors. The Company recorded settlement costs of $375,000 which represented the difference between the value of the shares issued and the amount of debt plus accrued interest.
On August 21, 2008, the Company entered into a Settlement Agreement with Sequoia International, Inc., which had purchased a note payable from Elleipsis, Inc. on August 20, 2008. Under the terms of the Elleipsis note payable, the Company was required to pay principal of $51,300 on August 7, 2008 to satisfy the note. The settlement agreement provided for the Company to issue a total of 500,000,000 shares of common stock. During the quarter ended September 30, 2008, the Company issued 172,500,000 shares and subsequent to the quarter ended September 30, 2008, the Company issued the remaining 327,500,000 shares to satisfy this transaction. These shares were issued pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. The Company and Sequoia agreed that the shares would be issued into an escrow account to prevent their immediate resale into the market. Under the terms of the escrow, Sequoia may not obtain any shares from escrow if the release of such escrow shares would result in Sequoia becoming the beneficial owner of more than 9.9% of the Company’s common stock. Further, all shares in escrow are voted by the Company’s chairman of the Board of Directors. The Company recorded settlement costs of $248,700 which represented the difference between the value of the shares issued and the amount of debt.
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During the quarter ended September 30, 2008, the Company issued a total of 7,120,000 shares for services valued at $16,204 provided by a third party, 48,615,385 shares valued at $79,000 for services provided by Omni Tourism, which Charles Kao is Chairman of the Board of Directors and 47,922,078 shares were issued for compensation of officers and directors valued at $63,000. The shares were issued based upon the exemption from registration found in Section 4(2) of the Securities Act.
NOTE 9 – LOSS ON DISPOSITON OF ASSETS
The Company recorded a loss on disposition of assets associated with the write down of assets held on the books of Green Globe, Ltd. at the time of acquisition. Unable to locate the assets, a loss was recorded as of June 30, 2008. The minority interest portion of the loss ($20,880) has been reflected as a reduction in the loss on the Income Statement.
NOTE 10 – SOFTWARE LICENSES
The Company has purchased several software licenses which are used as part of the Global Travel Exchange program. The licenses are amortized over the anticipated useful life of the software which is seven years. Licenses and accumulated amortization at September 30, 2008 are as follows:
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2008 |
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Software Licenses |
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358,649 |
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Less accumulated amortization |
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(190,573) |
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Licenses, net |
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168,076 |
Total amortization expense was recorded as $13,666 for the three months ended September 30, 2008.
NOTE 11 – SUBSEQUENT EVENTS
Subsequent to the quarter ended September 30, 2008, the Company issued 327,500,000 shares of common stock. These shares were issued pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended.
Subsequent to the quarter ended September 30, 2008, the Company issued a total of 66,227,273 shares of common stock valued at $24,000 for services provided by Sustainable Tourism Development International, Inc., which Terry DeLacy is a Managing Director and 18,696,738 shares of common stock valued at $3,740 in connection with the conversion of World Travel & Tourism Council’s Green Globe, Ltd. preference share conversion. The shares were issued based upon the exemption from registration found in Section 4(2) of the Securities Act.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Information
The statements contained in this Quarterly Report on Form 10-Q that are not historical facts may contain forward-looking statements that involve a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those discussed or anticipated by management. Potential risks and uncertainties include, among other factors, general business conditions, government regulations governing approvals and manufacturing practices, competitive market conditions, success of the Company's business strategy, delay of orders, changes in the mix of products sold, availability of suppliers, concentration of sales in markets and to certain customers, changes in manufacturing efficiencies, development and introduction of new products, fluctuations in margins, timing of significant orders, and other risks and uncertainties currently unknown to management.
General
Green Globe International, Inc. (the “Company” or “GGLB”) was incorporated under the laws of the state of Delaware on November 12, 1999 under the name of Apollo Holdings, Inc. and was originally engaged in the business of creating anti-piracy software. The Company abandoned the original business plan due to difficulties faced by the Company in creating sustainable business in both our business models relating to anti-piracy software services that was offered to corporations with digital assets and the competition in web-based business-to-business intellectual property exchanges. The Company sought other business opportunities and in March of 2004 completed a merger with GTREX, Inc. a privately held Delaware Corporation that was incorporated on June 14, 1999 to engage in the travel and tourism business. The Company, in anticipation of the merger, changed its name from Apollo Holdings, Inc. to GTREX, Inc. on February 24, 2004. The Company exchanged 88,194 (post reverse split) shares of newly issued common stock for 8,819,400 shares of the private company of which 7,942,068 shares have been issued. The reorganization was recorded as a reverse acquisition using the purchase method of business combination. In a reverse acquisition all accounting history becomes, that of the accounting acquirer, therefore all historical information prior to the acquisition was that of GTREX, Inc. The shares issued to the shareholders of Global Travel Exchange, Inc. have been stated retroactively, as though a 3 for 1 stock split occurred. The reverse merger adjustment is therefore all the shares held by the GTREX Inc. shareholders prior to the acquisition.
On January 25, 2005 the Company's Board of Directors elected to be regulated as a business investment company under the Investment Company Act of 1940. As a business development company ("BDC"), the Company is required to maintain at least 70% of its assets invested in "eligible portfolio companies", which are loosely defined as any domestic company which is not publicly traded on a major US Exchange or that has assets less than $4 million. On February 1, 2005 the Company changed its name to GTREX Capital, Inc to properly reflect the nature if its business.
On November 16, 2006, the Company filed Form N-54C to formally withdraw its BDC election. Historically, the Company intended to seek out investment securities as its core business. The Company has determined, however, that in the current environment it would be better served to focus its efforts on the operation of its existing businesses rather than act as a passive investor. In consideration of the planned future operations of the Company and its existing operations, some of which are foreign operated, the Board has evaluated and discussed the feasibility of the Company continuing as a BDC. The Board believes that given the changing nature of the Company’s business and investment focus from investing, reinvesting, owning, holding, or trading in investment securities toward that of an operating company whose focus will be on acquisitions of controlling investments in operating companies and assets, that the regulatory regime governing BDC’s is no longer appropriate and will hinder the Company’s future growth. In addition, the Company was notified by a staff attorney at the Securities and Exchange Commission ("Commission") that the capital structure of the Company has not historically been compliant with 1940 Act provisions. The Company believes that conforming its capital structure to the 1940 Act would be not only impractical but would also not ameliorate the Company’s past violations.
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During the quarter ended March 31, 2008, the Company purchased a total of 88% Green Globe, Ltd., a British company that owns the Green Globe brand, the premier international brand for sustainable travel, tourism and related green businesses, through a securities purchase and share exchange agreements with two principal shareholders and two minority shareholders. The Company anticipates using Green Globe, Ltd. as the flagship brand under which the Company’s travel oriented software solution would operate. Accordingly, the Company changed its name to Green Globe International, Inc. to reflect the nature of the Company’s more global operating plan. As a result of the acquisition of the Green Globe brand, the company expects to evaluate and potentially execute joint ventures, licensing agreements, partnerships, acquisitions and transactions that will spread the use of the brand and generate revenues for the company. Additional flexibility in the company's capital stock structure is expected to allow the company to entertain numerous opportunities to execute its global business strategy. The Company expects to purchase the remaining 12% of Green Globe, Ltd., which would be positioned as a wholly owned subsidiary of the Company.
On February 20, 2008, the company entered into an intellectual property purchase agreement with Sustainable Tourism Development International, Inc. ("STDI"), an Australian Company, for the purchase of the intellectual property rights to the sustainability portal technologies designed and developed by STDI. The purchase will include the start up of a new Global Travel Exchange initiative that will utilize the STDI intellectual property.
On February 22, 2008, shareholders of the Company elected to change the Company’s corporate name to Green Globe International, Inc., to adequately reflect the Company’s current business model.
The Company presently has two subsidiary companies: Global Travel Exchange, Inc. and Green Globe, Ltd.
Global Travel Exchange, Inc. (“GTE”), a Nevada Corporation, is an alternative Global Distribution System (GDS) providing direct access to reservation systems of major travel suppliers - airlines, cruise lines, hotels, car rental companies and providers of other travel amenities worldwide. The company searches for availability and price for the itinerary suggested by the buyer over all direct connected suppliers and global distribution systems and presents the aggregated result in the format preferred by the buyer. Besides improved brand and revenue management, suppliers save distribution costs while providing efficient service to major customers through direct connection. The Company will provide integrated and seamless web-based linkage from the supplier's reservation systems direct to the systems of their selected buyers and serve as a reservation service between them, obviating the need and cost of the traditional Global Distribution Systems (GDS).
Green Globe, Ltd., a British company, owns the Green Globe brand, the premier international brand for sustainable travel, tourism and related green businesses. The Company will promote and protect the Green Globe brand and expand its use by businesses, communities and other entities through the execution of joint ventures, licensing agreements, partnerships, acquisitions and transactions that will spread the use of the brand and generate revenues for the company
On March 3, 2008 the Company’s Board of Directors determined that it was in the best interest of the Company to implement a 1 for 100 reverse split of the Company’s Common Stock and to decrease the authorized Common Stock from 10 billion to 5 billion. On the same date, the Company filed a Certificate of Amendment to the Articles of Incorporation with the state of Delaware to implement a 1 for 100 reverse split effective March 10, 2008 and to decrease the Company’s authorized Common Stock from 10 billion to 5 billion. All stock numbers in this Form 10-Q and accompanying financial statements and notes have been adjusted to reflect the effects of the reverse split.
CRITICAL ACCOUNTING POLICIES
The Company's financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States of America ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in the external disclosures of the Company including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. Valuations based on estimates are reviewed by us for reasonableness and conservatism on a consistent basis throughout the Company. Primary areas where financial information of the Company is subject to the use of estimates, assumptions and the application of judgment include acquisitions, valuation of long-lived and intangible assets, and the realizability of deferred tax assets. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions.
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Valuation Of Long-Lived And Intangible Assets
The recoverability of long lived assets requires considerable judgment and is evaluated on an annual basis or more frequently if events or circumstances indicate that the assets may be impaired. As it relates to definite life intangible assets, we apply the impairment rules as required by SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and Assets to Be Disposed Of" as amended by SFAS No. 144, which also requires significant judgment and assumptions related to the expected future cash flows attributable to the intangible asset. The impact of modifying any of these assumptions can have a significant impact on the estimate of fair value and, thus, the recoverability of the asset.
Income Taxes
We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities. We regularly review our deferred tax assets for recoverability and establish a valuation allowance based upon historical losses, projected future taxable income and the expected timing of the reversals of existing temporary differences. As of September 30, 2008, we estimated the allowance on net deferred tax assets to be one hundred percent of the net deferred tax assets.
RESULTS OF OPERATIONS
Three months ended September 30, 2008 compared to three months ended September 30, 2007.
Revenues
The Company reported $5,455 in revenues for the three months ended September 30, 2008 compared to no revenues for the three months ended September 30, 2007. The revenues were generated by our wholly-own subsidiary, Global Travel Exchange, for direct connecting to the Voyager Network travel distribution platform, which provides a service that enables direct access to reservation systems of major travel suppliers.
The Company has not yet established revenues to cover its operating costs. The Company's strategy during the next twelve months consists of remaining focused on acquiring technology companies, staying updated on distribution technology and acquiring new clients. Management believes the Company will soon be able to generate revenues to assist in covering its operating costs through the acquisition of Green Globe, Ltd. and the promotion of the Green Globe brand around the world.
Operating Expenses
Operating expenses were $384,319 for the three months ended September 30, 2008 compared to operating expenses of $154,092 for the three months ended September 30, 2007. Current period operating expenses consisted principally of $88,911 in general and administrative expenses/fees and $256,883 in professional fees.
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Other Income/(Loss)
Other income/(loss) for the three months ended September 30, 2008 was ($253,802) as compared to ($153) for the three months ended September 30, 2007. Current period loss consisted primarily of $248,700 in settlement costs resulting from the issuance of stock to satisfy defaulted debt obligations.
Net Loss
The Company incurred a net loss of $632,666 or $(0.00) per share for the three months ended September 30, 2008, compared to a loss of $154,245 or $(0.01) for the three months ended September 30, 2007.
Nine months ended September 30, 2008 compared to Nine months ended September 30, 2007.
Revenues
The Company reported $15,455 in revenues for the nine months ended September 30, 2008 compared to $2,000 in revenues for the nine months ended September 30, 2007. The revenues were generated by our wholly-own subsidiary, Global Travel Exchange, for direct connecting to the Voyager Network travel distribution platform, which provides a service that enables direct access to reservation systems of major travel suppliers.
Operating Expenses
Operating expenses were $1,076,598 for the nine months ended September 30, 2008 compared to operating expenses of $509,631 for the nine months ended September 30, 2007. Current period operating expenses consisted principally of $138,240 in consulting fees, $345,990 in general and administrative expenses/fees and $502,737 in professional fees.
Other Income/(Loss)
Other income/(loss) for the nine months ended September 30, 2008 was ($1,074,800) as compared to ($686,781) for the nine months ended September 30, 2007. Current period loss consisted primarily of $173,997 in connection with the disposition of assets and settlement costs of $902,700 resulting from the issuance of stock to satisfy defaulted debt obligations.
Net Loss
The Company incurred a net loss of $2,115,063 or $(0.01) per share for the nine months ended September 30, 2008, compared to a loss of $1,184,412 or $(0.07) for the nine months ended September 30, 2007.
Liquidity and Capital Resources
The Company’s financial statements present an impairment in terms of liquidity. As of September 30, 2008 the Company had $3,095,273 in current liabilities which exceeded current assets by $3,091,440. The Company has accumulated $12,933,836 of net operating losses through September 30, 2008 which may be used to reduce taxes in future years through 2028. As of September 30, 2008, the Company has received $308,181 under a line of credit provided by Sequoia International, Inc. The line of credit is past due and bears interest at eight percent (8%) per annum. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carry forwards. The potential tax benefit of the net operating loss carry forwards have been offset by a valuation allowance of the same amount. The Company has not yet established revenues to cover its operating costs. The Company's strategy during the next twelve months consists of remaining focused on staying updated on distribution technology and acquiring new clients. Management further believes the Company will soon be able to generate revenues to assist in covering its operating costs through the acquisition of Green Globe, Ltd. and the promotion of the Green Globe brand around the world.
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In order to implement the above strategy, the Company will be required to raise additional capital in the coming twelve months since cash flows from operations are insufficient to sustain the current level of operations. Management is exploring multiple sources for raising such capital including the use of both debt and equity financing and licensing contracts. However, there are currently no definite plans or commitment for raising adequate capital to both sustain operations and implement the business plan. If the Company is unable to obtain sufficient capital on favorable terms, there is substantial doubt about the Company’s ability to continue as a going concern.
ITEM 3. QUANTITATIVE AND QUALITIVE DISCLOURES ABOUT MARKET RISK
RISKS RELATED TO OUR BUSINESS
We Have Historically Lost Money and Losses May Continue in the Future
We have historically lost money. The loss for the 2007 fiscal year was $1,301,861 and future losses are likely to occur. Accordingly, we may experience significant liquidity and cash flow problems if we are not able to raise additional capital as needed and on acceptable terms. No assurances can be given we will be successful in reaching or maintaining profitable operations.
We Will Need to Raise Additional Capital to Finance Operations
Our operations have relied almost entirely on external financing to fund our operations. Such financing has historically come from a combination of borrowings and from the sale of common stock and assets to third parties. We will need to raise additional capital to fund our anticipated operating expenses and future expansion. Among other things, external financing will be required to cover our operating costs. We cannot assure you that financing whether from external sources or related parties will be available if needed or on favorable terms. The sale of our common stock to raise capital may cause dilution to our existing shareholders. Our inability to obtain adequate financing will result in the need to curtail business operations. Any of these events would be materially harmful to our business and may result in a lower stock price.
There is Substantial Doubt About Our Ability to Continue as a Going Concern Due to Recurring Losses and Working Capital Shortages, Which Means that We May Not Be Able to Continue Operations Unless We Obtain Additional Funding
The report of our independent accountants on our December 31, 2007 financial statements include an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses and working capital shortages. Our ability to continue as a going concern will be determined by our ability to obtain additional funding. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Our Common Stock May Be Affected By Limited Trading Volume and May Fluctuate Significantly
There has been a limited public market for our common stock and there can be no assurance that an active trading market for our common stock will develop. As a result, this could adversely affect our shareholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.
There is no Assurance of Continued Public Trading Market and Being a Low Priced Security may Affect the Market Value of Our Stock
To date, there has been only a limited public market for our common stock. Our common stock is currently quoted on the OTCBB. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the market value of our stock. Our stock is subject to the low-priced security or so called "penny stock" rules that impose additional sales practice requirements on broker-dealers who sell such securities. The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure in connection with any trades involving a stock defined as a penny stock (generally, according to recent regulations adopted by the SEC, any equity security that has a market price of less than $5.00 per share, subject to certain exceptions that we no longer meet). For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities. Included in this document are the following:
- the bid and offer price quotes in and for the "penny stock," and the number of shares to which the quoted prices apply,
- the brokerage firm's compensation for the trade, and
- the compensation received by the brokerage firm's sales person for the trade.
In addition, the brokerage firm must send the investor:
- a monthly account statement that gives an estimate of the value of each "penny stock" in the investor's account, and
- a written statement of the investor's financial situation and investment goals.
If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the Commission's rules may limit the number of potential purchasers of the shares of our common stock.
Resale restrictions on transferring "penny stocks" are sometimes imposed by some states, which may make transaction in our stock more difficult and may reduce the value of the investment. Various state securities laws pose restrictions on transferring "penny stocks" and as a result, investors in our common stock may have the ability to sell their shares of our common stock impaired.
There can be no assurance we will have market makers in our stock. If the number of market makers in our stock should decline, the liquidity of our common stock could be impaired, not only in the number of shares of common stock which could be bought and sold, but also through possible delays in the timing of transactions, and lower prices for the common stock than might otherwise prevail. Furthermore, the lack of market makers could result in persons being unable to buy or sell shares of the common stock on any secondary market.
We Could Fail to Retain or Attract Key Personnel
Our future success depends in significant part on the continued services of Steven Peacock, our Chief Executive Officer. We cannot assure you we would be able to find an appropriate replacement for key personnel. Any loss or interruption of our key personnel's services could adversely affect our ability to develop our business plan. We have no employment agreements or life insurance on Mr. Peacock.
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Delaware Law and Our Charter May Inhibit a Takeover of Our Company That Stockholders May Consider Favorable
Provisions of Delaware law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our company. As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our common stock.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, 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, 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. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of September 30, 2008 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Item 4(T). CONTROLS AND PROCEDURES
Evaluation of and Report on Internal Control over Financial Reporting
The management of Green Globe International, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
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Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
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Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.
Based on its assessment, management concluded that, as of September 30, 2008, the Company’s internal control over financial reporting is effective based on those criteria.
This annual report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.
Changes in Internal Control over Financial Reporting
There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II.
Other Information
Item 1.
Legal Proceedings
The Company was named a defendant in a case entitled Mark Aronson V. the Company which was filed August 2004 in Civil court. The plaintiff sued the Company along with thousands of other companies for sending email or fax spam. Although the Company does not arrange or send out any mass mailing, faxes or email, it chose not to defend itself because the legal cost of such defense was projected to that of the potential judgment. Judgment was awarded to the plaintiff on in the amount of $9,300.00, which has been recorded as a liability in the accompanying financial statements. In June 2006, the Company settled for $5,000. During the year ended December 31, 2007, the Company paid $5,000 as payment in full on the judgment.
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On November 6, 2007, the Company received notice of claim for $55,770 from Christopher Berlandier, its former Chief Executive Officer and Chairman of the Board of Directors, regarding alleged past wages due for salary and consulting services. During the quarter ended June 30, 2008, a compromise and settlement has been agreed between the company and Christopher Berlandier. Monthly payments of $5,000 per month have been paid regularly since the settlement agreement was entered into between the Company and Mr. Berlandier. Due to unforseen cash requirements on the Company, the payment due for October 2008 has not yet been paid, and Mr. Berlandier has filed a Request for Entry of Judgment against the company. The company still intends to make periodic payments to this creditor when resources permit until this obligation has been fully satisfied.
On March 21, 2008, the Company agreed to settlement terms with Sequoia International, Inc. on delinquent debts totaling of $50,000. The settlement agreement provided for the Company to issue a total of 50,000,000 shares of common stock for full satisfaction and release of the obligation. These shares will be issued pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. The Company and Sequoia agreed that the shares would be issued into an escrow account to prevent their immediate resale into the market. Under the terms of the escrow, Sequoia may not obtain any shares from escrow if the release of such escrow shares would result in Sequoia becoming the beneficial owner of more than 9.9% of the Company’s common stock. Further, all shares in escrow are voted by the Company’s chairman of the Board of Directors. During the quarter ended June 30, 2008, 50,000,000 shares were issued and placed in escrow account to satisfy this transaction.
On May 15, 2008, the Company agreed to settlement terms with Sequoia International, Inc. on delinquent debts totaling of $125,000. The settlement agreement provided for the Company to issue a total of 250,000,000 shares of common stock. During the quarter ended June 30, 2008, the Company issued 161,000,000 shares and during the quarter ended September 30, 2008, the Company issued the remaining 89,000,000 shares to satisfy this transaction. These shares were issued pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. The Company and Sequoia agreed that the shares would be issued into an escrow account to prevent their immediate resale into the market. Under the terms of the escrow, Sequoia may not obtain any shares from escrow if the release of such escrow shares would result in Sequoia becoming the beneficial owner of more than 9.9% of the Company’s common stock. Further, all shares in escrow are voted by the Company’s chairman of the Board of Directors. The Company recorded settlement costs of $375,000 which represented the difference between the value of the shares issued and the amount of debt plus accrued interest.
On August 21, 2008, the Company entered into a Settlement Agreement with Sequoia International, Inc., which had purchased a note payable from Elleipsis, Inc. on August 20, 2008. Under the terms of the Elleipsis note payable, the Company was required to pay principal of $51,300 on August 7, 2008 to satisfy the note. The settlement agreement provided for the Company to issue a total of 500,000,000 shares of common stock. During the quarter ended September 30, 2008, the Company issued 172,500,000 shares and subsequent to the quarter ended September 30, 2008, the Company issued the remaining 327,500,000 shares to satisfy this transaction. These shares were issued pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. The Company and Sequoia agreed that the shares would be issued into an escrow account to prevent their immediate resale into the market. Under the terms of the escrow, Sequoia may not obtain any shares from escrow if the release of such escrow shares would result in Sequoia becoming the beneficial owner of more than 9.9% of the Company’s common stock. Further, all shares in escrow are voted by the Company’s chairman of the Board of Directors.
Other than listed above, Green Globe International, Inc. or any of its officers or directors is not a party to any material legal proceedings.
The Company’s property is not subject to any material pending legal proceedings and to the best our knowledge, no governmental authority or other party has threatened or is contemplating the filing of any material legal proceedings against the Company.
Item 1. A. Risk Factors
Not applicable.
Item 2 .
Unregistered Sales of Equity Securities and Use of Proceeds
On May 15, 2008, the Company agreed to settlement terms with Sequoia International, Inc. on delinquent debts totaling of $125,000. The settlement agreement provided for the Company to issue a total of 250,000,000 shares of common stock. During the quarter ended June 30, 2008, the Company issued 161,000,000 shares and during the quarter ended September 30, 2008, the Company issued the remaining 89,000,000 shares to satisfy this transaction. These shares were issued pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. The Company and Sequoia agreed that the shares would be issued into an escrow account to prevent their immediate resale into the market. Under the terms of the escrow, Sequoia may not obtain any shares from escrow if the release of such escrow shares would result in Sequoia becoming the beneficial owner of more than 9.9% of the Company’s common stock. Further, all shares in escrow are voted by the Company’s chairman of the Board of Directors. The Company recorded settlement costs of $375,000 which represented the difference between the value of the shares issued and the amount of debt plus accrued interest.
On August 21, 2008, the Company entered into a Settlement Agreement with Sequoia International, Inc., which had purchased a note payable from Elleipsis, Inc. on August 20, 2008. Under the terms of the Elleipsis note payable, the Company was required to pay principal of $51,300 on August 7, 2008 to satisfy the note. The settlement agreement provided for the Company to issue a total of 500,000,000 shares of common stock. During the quarter ended September 30, 2008, the Company issued 172,500,000 shares and subsequent to the quarter ended September 30, 2008, the Company issued the remaining 327,500,000 shares to satisfy this transaction. These shares were issued pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. The Company and Sequoia agreed that the shares would be issued into an escrow account to prevent their immediate resale into the market. Under the terms of the escrow, Sequoia may not obtain any shares from escrow if the release of such escrow shares would result in Sequoia becoming the beneficial owner of more than 9.9% of the Company’s common stock. Further, all shares in escrow are voted by the Company’s chairman of the Board of Directors. The Company recorded settlement costs of $248,700 which represented the difference between the value of the shares issued and the amount of debt.
During the quarter ended September 30, 2008, the Company issued a total of 7,120,000 shares for services valued at $16,204 provided by a third party, 48,615,385 shares valued at $79,000 for services provided by Omni Tourism, which Charles Kao is Chairman of the Board of Directors and 47,922,078 shares were issued for compensation of officers and directors valued at $63,000. The shares were issued based upon the exemption from registration found in Section 4(2) of the Securities Act.
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Item 3.
Defaults Upon Senior Securities
As of September 30, 2008, the Company had the following debt obligations which are in default:
A line of credit of $308,181, payable to Sequoia International, Inc.
In connection with the Company’s acquisition of eighty eight percent (88%) interest in Green Globe, Ltd. during the quarter ended March 31, 2008, the Company recorded $2,291,946 in accounts payable and notes payable owed by Green Globe, Ltd. The notes are owed to the founders, bear no interest and are past due.
Item 4.
Submission of Matters to Vote of Security Holders
None.
Item 5.
Other Information
None.
Item 6.
Exhibits
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Exhibit No. |
Description |
Location |
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3.1 |
Articles of Incorporation |
Incorporated by reference from the Company’s Registration Statement on Form SB-2 filed on April 12, 2001. |
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3.2 |
Bylaws |
Incorporated by reference from the Company’s Registration Statement on Form SB-2 filed on April 12, 2001. |
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3.3 |
Amendment to the Articles of Incorporation dated February 29, 2008 |
Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 7, 2008. |
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3.4 |
Amendment to the Articles of Incorporation dated March 3, 2008 |
Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 7, 2008. |
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14 |
Code of Ethics adopted March 27, 2007 |
Incorporated by reference from the Company’s Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 2006 filed on May 9, 2007. |
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31.1 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
Filed herewith |
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31.2 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
Filed herewith |
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32.1 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Filed herewith |
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32.2 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Filed herewith |
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99(i) |
Audit Committee Charter adopted February 9, 2005 |
Incorporated by reference from the Company’s Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 2005 filed on April 27, 2006. |
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SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Green Globe International, Inc.
By: /s/ Steven Peacock Steven Peacock Interim President and Chief Executive Officer |
Dated: November 14, 2008
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EXHIBIT 31.1
Green Globe International, Inc.
a Delaware Corporation
SECTION 302
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Steven Peacock, President (Principal Executive Officer) certify that:
(1) I have reviewed this Quarterly report on Form 10-Q of Green Globe International, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
(4) The small business issuer's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(5) The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: November 14, 2008
/s/ Steven Peacock
Steven Peacock
Interim President and Chief Executive Officer (Principal Executive Officer)
EXHIBIT 31.2
Green Globe International, Inc.
a Delaware Corporation
SECTION 302
CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER
I, Gary Nerison, certify that:
(1) I have reviewed this Quarterly report on Form 10-Q of Green Globe International, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
(4) The small business issuer's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(5) The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: November 14, 2008
/s/ Gary Nerison
Gary Nerison
Treasurer (Principal Accounting Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Corporate Fraud Accountability Act of 2002 (18 U.S.C. Section 1350, as adopted), Steven Peacock, Interim President and Chief Executive Officer (Principal Executive Officer) of Green Globe International, Inc. (the "Company"), hereby certifies that, to the best of his knowledge:
1.
the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2008 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: November 14, 2008 |
/s/ Steven Peacock Steven Peacock Interim President and Chief Executive Officer (Principal Executive Officer) |
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Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Corporate Fraud Accountability Act of 2002 (18 U.S.C. Section 1350, as adopted), Gary Nerison, Treasurer (Principal Accounting Officer) of Green Globe International, Inc. (the "Company"), hereby certifies that, to the best of his knowledge:
1.
the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2008 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: November 14, 2008 |
/s/ Gary Nerison Gary Nerison Treasurer (Principal Accounting Officer) |