UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended:  June 30, 2016

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________to _____________

 

Commission File Number:  000-28978

 

AMERICAN FIBER GREEN PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

91-1705387

(State or other jurisdiction of incorporation or organization)

(I.R.S. Empl. Ident. No.)

 

4209 Raleigh Street, Tampa, FL 33619  

  (Address of principal executive offices, Zip Code)

 

(813)-247-2770  

(Registrant's telephone number, including area code)

 

__________________________________________________________________

(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report)

 

Indicate by check mark whether the registrant (1) has 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 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 of 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 filer, 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

  

The number of shares outstanding of each of the issuer's classes of common equity, as of October 28, 2016 was 17,700,556. 
 

 

 
 
 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Financial Statements (unaudited)

4

Balance Sheets as of June 30, 2016 (unaudited) and December 31, 2015 (audited)

4

Statements of Operations (unaudited) for the three and six months ended June 30, 2016 and 2015

5

Statement of Changes in Shareholders' Deficit for the period ended June 30, 2016

6

Statements of Cash Flows (unaudited) for the six months ended June 30, 2016 and 2015

7

Notes to Financial Statements (unaudited)

8

Item 2.

Management's Discussion and Analysis of Financial Condition of and Results of Operations

15

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

19

Item 4.

Controls and Procedures

19

 

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings

21

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

21

Item 3.

Defaults Upon Senior Securities

21

Item 4.

Mine Safety Disclosures

21

Item 5.

Other Information

21

Item 6.

Exhibits

22

SIGNATURES

23

 

 
2
 

 

FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, and Section 27A of the Securities Act of 1933. Any statements contained in this report that are not statements of historical fact may be forward-looking statements. When we use the words "intends," "estimates," "predicts," "potential," "continues," "anticipates," "plans," "expects," "believes," "should," "could," "may," "will" or the negative of these terms or other comparable terminology, we are identifying forward-looking statements. Forward-looking statements involve risks and uncertainties, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. These factors include our; research and development activities, distributor channel; compliance with regulatory impositions; and our capital needs. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

 

Except as may be required by applicable law, we do not undertake or intend to update or revise our forward-looking statements, and we assume no obligation to update any forward-looking statements contained in this report as a result of new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. You should carefully review and consider the various disclosures we make in this report and our other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks, uncertainties and other factors that may affect our business.

 

All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law. When used in this report, the terms "American Fiber Green Products Inc.", "Company", "we", "our", and "us" refer to American Fiber Green Products, Inc.

 

 
3
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PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

American Fiber Green Products, Inc.  

Consolidated Balance Sheets

 

 

 

June 30,

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(unaudited)

 

 

 

 

ASSETS

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 58

 

 

$ 16,349

 

Accounts receivable, net of allowance for doubtful accounts of $195,879 and $97,939, respectively

 

 

-

 

 

 

97,939

 

Total Current Assets

 

 

58

 

 

 

114,288

 

Property and equipment, net of accumulated depreciation of $62,783 and $59,973, respectively

 

 

31,232

 

 

 

34,042

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 31,290

 

 

$ 148,330

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$ 211,741

 

 

$ 204,059

 

Accrued expenses

 

 

25,443

 

 

 

21,649

 

Deferred salaries

 

 

977,087

 

 

 

875,932

 

Accrued interest payable

 

 

785,942

 

 

 

757,489

 

Note payable, related party

 

 

139,467

 

 

 

133,090

 

Note payable

 

 

85,000

 

 

 

85,000

 

Convertible notes payable, related party

 

 

284,500

 

 

 

284,500

 

Total Current Liabilities

 

 

2,509,180

 

 

 

2,361,719

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

2,509,180

 

 

 

2,361,719

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

Preferred stock: 5,000,000 shares authorized; $0.001 par value; no shares issued and outstanding

 

 

-

 

 

 

-

 

Common stock: 350,000,000 shares authorized; $0.001 par value; 17,700,556 and 17,700,556 shares issued and outstanding

 

 

17,700

 

 

 

17,700

 

Additional paid in capital

 

 

3,522,525

 

 

 

3,522,525

 

Accumulated deficit

 

 

(6,018,115 )

 

 

(5,753,614 )

Total Stockholders' Deficit

 

 

(2,477,890 )

 

 

(2,213,389 )

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$ 31,290

 

 

$ 148,330

 

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

 

 
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American Fiber Green Products, Inc.  

Consolidated Statements of Operation  

(unaudited)

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$ -

 

 

$ -

 

 

$ -

 

 

$ 274,625

 

Cost of sales

 

 

-

 

 

 

-

 

 

 

-

 

 

 

79,475

 

Gross Profit

 

 

-

 

 

 

-

 

 

 

-

 

 

 

195,150

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation

 

 

50,000

 

 

 

53,188

 

 

 

103,794

 

 

 

108,214

 

Professional

 

 

25,600

 

 

 

1,000

 

 

 

25,809

 

 

 

1,016

 

General and administrative

 

 

100,256

 

 

 

1,218

 

 

 

106,445

 

 

 

25,995

 

Total operating expenses

 

 

175,856

 

 

 

55,406

 

 

 

236,048

 

 

 

135,225

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss) from operations

 

 

(175,856 )

 

 

(55,406 )

 

 

(236,048 )

 

 

59,925

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(14,297 )

 

 

(21,043 )

 

 

(28,453 )

 

 

(30,532 )

Interest income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,290

 

Net Income (Loss)

 

$ (190,153 )

 

$ (76,449 )

 

$ (264,501 )

 

$ 39,683

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED INCOME (LOSS) PER SHARE

 

$ (0.01 )

 

$ (0.00 )

 

$ (0.01 )

 

$ 0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

 

17,700,556

 

 

 

17,638,556

 

 

 

17,700,556

 

 

 

17,638,556

 

 

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

 

 
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American Fiber Green Products, Inc.  

Consolidated Statement of Stockholders' Deficit  

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance of December 31, 2014

 

 

17,638,556

 

 

$ 17,638

 

 

$ 3,505,508

 

 

$ (5,568,612 )

 

$ (2,045,466 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued for cash

 

 

12,000

 

 

 

12

 

 

 

2,567

 

 

 

 

 

 

 

2,579

 

Stock issued for services

 

 

50,000

 

 

 

50

 

 

 

14,450

 

 

 

 

 

 

 

14,500

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(185,002 )

 

 

(185,002 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance of December 31, 2015

 

 

17,700,556

 

 

$ 17,700

 

 

$ 3,522,525

 

 

$ (5,753,614 )

 

$ (2,213,389 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the six month's ended June 30, 2016 (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(264,501 )

 

 

(264,501 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance of June 30, 2016 (unaudited)

 

 

17,700,556

 

 

$ 17,700

 

 

$ 3,522,525

 

 

$ (6,018,115 )

 

$ (2,477,890 )

 

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

   

 
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American Fiber Green Products, Inc.  

Consolidated Statements of Cash Flows

(unaudited)

 

 

 

For the Six Months Ended
June 30,

 

 

 

2016

 

 

2015

 

 

 

(unaudited)

 

 

(unaudited)

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net Income (Loss)

 

$ (264,501 )

 

$ 39,683

 

Adjustments to reconcile net loss to net cash (used) provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

2,810

 

 

 

2,810

 

Bad debt expense

 

 

97,939

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

(Increase) decrease in operating assets:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

-

 

 

 

(195,879 )

Non-trade receivables and other assets

 

 

-

 

 

 

(9,664 )

Prepaid and other assets

 

 

-

 

 

 

-

 

Increase (decrease) in operating liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

11,476

 

 

 

2,953

 

Increase in interest payable to related parties

 

 

28,453

 

 

 

23,083

 

Deferred compensation

 

 

101,155

 

 

 

104,399

 

Total adjustments

 

 

241,833

 

 

 

(72,298 )

Net Cash (Used) Provided by Operating Activities

 

 

(22,668 )

 

 

(32,615 )

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

Acquisition of property and equipment

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net Cash Used in Investing Activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

Related party loans, net

 

 

6,377

 

 

 

3,140

 

Net Cash Provided (Used) by Financing Activities

 

 

6,377

 

 

 

3,140

 

 

 

 

 

 

 

 

 

 

Net Increase in Cash and Cash Equivalents

 

 

(16,291 )

 

 

(29,475 )

Cash and Cash Equivalents, beginning of period

 

 

16,349

 

 

 

29,531

 

Cash and Cash Equivalents, end of period

 

$ 58

 

 

$ 56

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure Information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ -

 

 

$ -

 

Cash paid for taxes

 

$ -

 

 

$ -

 

 

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

     

 
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AMERICAN FIBER GREEN PRODUCTS, INC.  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

AS OF JUNE 30, 2016 AND FOR THE  

THREE AND SIX MONTHS ENDED JUNE 30, 2016 AND 2015  

UNAUDITED

 

NOTE 1 - ORGANIZATION AND BUSINESS

 

American Fiber Green Products, Inc. came into existence as a result of the following transactions:

 

In March of 1993, William Amour founded Amour Hydro Press, Inc. (AHP) to conduct research and development to commercialize proprietary technology that would allow the company to process waste fiberglass and resins into new commercially viable products.

 

In January of 1996 the Board of Directors authorized the merger of AHP with Amour Fiber Core, Inc. a Washington corporation. Each common share of Amour Hydro Press, Inc. was exchanged for 280 common shares of Amour Fiber Core, Inc. The authorized shares of Amour Fiber Core, Inc. were 5,000,000 shares. The company operated under this configuration until June 1998 when the Board of Directors approved a three for one forward split (3:1) increasing the authorized from 5,000,000 to 15,000,000 common shares. Amendments to the Articles of Incorporation were filed with the State of Washington. Although approved and recorded the 3:1 forward split was not reported to the transfer agent of the company. The resulting change in common stock was from 3,675,996 to 11,027,988 common shares issued and outstanding.

 

Within months of these actions, William Amour, founder and driving force behind the business was diagnosed with cancer and died in 1999. Attempts by the board to continue the operation of Amour Fiber Core, Inc. resulted in substantially more debt and ultimately the cessation of operations. The value of the company was in the exclusive rights to the proprietary technology, as well as the resources developed to source raw material and vendors and the ability to create viable products from waste material. There were 884 shareholders of record at the time of William Amour's passing and they remained committed to the success of the Company. The Company ceased operations in January 2000, however, management continued to search for investors to be able to restart production.

 

On September 15, 2001, after several months of discussion and negotiations, Kenneth McCleave incorporated American Leisure Products, Inc. a Florida corporation, of which he was the sole shareholder of the 100,000 issued and outstanding shares for the purpose of merger with Amour Fiber Core, Inc. The terms and conditions of said merger included Mr. McCleave's assistance in resolution of a number of problems restricting Amour. Litigation with the landlord and disgruntled note holders threatened the collapse of the company unless amicable resolution was achieved. The terms of the merger were established and the concerns were resolved over the subsequent 24 months.

 

In May of 2004, following appropriate shareholder consent and board action, Amour Fiber Core, Inc. (Washington) merged with a newly formed Nevada corporation of the same name and with the same issued and outstanding shares (11,027,988). Amour Fiber Core, Inc. (Nevada) has authorized 350,000,000 common and 5,000,000 preferred shares.

 

On May 24, 2004, Amour Fiber Core, Inc. (Nevada) then entered into an Agreement and Plan of Merger with American Leisure Products, Inc., a Florida corporation with a total issued and outstanding of 100,000 common shares. A 1:6 reverse split of the Amour Fiber Core, Inc. shares held by the AFC shareholders reduced the issued and outstanding common shares of AFC (Nevada) from 11,027,988 to 1,837,998. The merger called for each share of ALP to convert to 73.52 shares of Amour Fiber Core, Inc. (Nevada). The sole shareholder of ALP received 7,352,000 shares of Amour Fiber Core, Inc. (Nevada) in the merger (i.e. a conversion ratio of 73.52:1). Following this transaction, Amour Fiber Core, Inc. (Nevada) had 9,189,998 shares outstanding.

 

Following this merger and in keeping with the Shareholder Consent and subsequent board action, the name of Amour Fiber Core, Inc. (Nevada) was changed to American Fiber Green Products, Inc. American Leisure Products, Inc. (a Florida corporation) became a wholly owned subsidiary of American Fiber Green Products, Inc. The assets and opportunities of American Fiber Green Products, Inc. (f/k/a Amour Nevada and Amour Washington) were moved to a newly formed, Amour Fiber Core, Inc., (a Florida Corporation) as a wholly owned subsidiary. The resulting structure is American Fiber Green Products, Inc. (Nevada) holding 100% of the stock of American Leisure Products, Inc. (Florida) and Amour Fiber Core, Inc. (Florida).

 

 
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NOTE 2 - GOING CONCERN

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company's continued existence is dependent upon the Company's ability to obtain additional debt and/or equity financing. The Company has incurred losses since inception, has an accumulated deficit, and negative cash flows from operating activities. These factors raise substantial doubt about the ability of the Company to continue as a going concern.

 

The Company has begun construction of a pilot plant and expects to complete the project and to begin production of scrapped fiberglass reclamation as a raw material within the next 12 months. The Company estimates the cost to be approximately $350,000 for the pilot plant and as much as $6M for a full function plant. Management plans to raise additional funds through project financings or through future sales of their common stock, until such time as the Company's revenues are sufficient to meet its cost structure, and ultimately achieve profitable operations. There is no assurance that the Company will be successful in raising additional capital or achieving profitable operations. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

NOTE 3 - FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three and six months ended June 30, 2016 and 2015, (b) the financial position at June 30, 2016 and December 31, 2015, and (c) cash flows for the six months ended June 30, 2016 and 2015, have been made.

 

The unaudited financial statements and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The accompanying financial statements and notes should be read in conjunction with the audited financial statements and notes of the Company for the fiscal year ended December 31, 2015. The results of operations for the three and six months ended June 30, 2016 and 2015 are not necessarily indicative of those to be expected for the entire year.

 

The accompanying consolidated financial statements include the activity of the Company and its wholly owned subsidiaries. All inter-company transactions have been eliminated in consolidation.

 

Basis of Presentation

 

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States (See Note 2 regarding the assumption that the Company is a "going concern").

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of American Fiber Green Products and its wholly-owned subsidiaries, American Leisure Products, Inc. (Florida) and Amour Fiber Core, Inc. (Florida). All material intercompany accounts and transactions are eliminated in consolidation. The year end for the Company and its subsidiaries is December 31.

 

 
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Use of Estimates

 

The preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Financial Instruments

 

The Company's balance sheets include certain financial instruments, which include cash, accounts receivable, notes receivable, interest receivable, accounts payable, accrued expenses, and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

·

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

 

 

 

·

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

 

 

·

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

 

Cash and Cash Equivalents

 

The majority of cash is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At June 30, 2016 and December 31, 2015, there were no cash equivalents.

 

Accounts Receivable

 

The Company regularly reviews accounts receivable for any bad debts based on an analysis of the Company's collection experience, customer credit worthiness, and current economic trends. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on management's review of accounts receivable, we have determined that an allowance for doubtful accounts of $195,879 and $97,939 is considered necessary as of June 30, 2016 and December 31, 2015, respectively.

 

 
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Property and Equipment

 

Property and equipment are stated at cost and are depreciated over their estimated useful lives. Depreciation is currently recorded as Marketing, General and Administrative expense. At such time as assets are transferred to revenue generating production, their associated depreciation will be recorded as Cost of Sales. Property and equipment consist of mold tooling, with estimated useful lives of 10 years, and equipment, with estimated lives of 5 years.

 

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.

 

Revenue Recognition

 

The Company recognizes revenues from 1) tipping fees in the acquisition of scrap fiberglass, 2) sale of products produced with reclaimed fiberglass, 3) fees charged for licensing and installation of the proprietary reclamation and manufacturing processes, 4) royalties charged to licensees for revenues generated by using our licensed processes, 5) sales of other fiberglass products (reproduction cars, boats). Revenue is recorded when products and services are provided to the customer.

 

Stock Based Compensation

 

In December 2004, the FASB issued FASB ASC No. 718, Compensation – Stock Compensation ("ASC 718"). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

 

Equity instruments ("instruments") issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB ASC 718. FASB ASC No. 505, Equity Based Payments to Non-Employees ("ASC 505") defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the ASC 505.

 

Advertising

 

The costs of advertising are expensed as incurred. Advertising expense was $0 for each of the three and six months ended June 30, 2016 and 2015.

 

Research and Development Costs

 

Project development costs are expensed as incurred. The cost of equipment that will be acquired or constructed for project development activities, and that have alternative future uses, both in project development, marketing or sales, will be classified as property and equipment and depreciated over their estimated useful lives. To date, project development costs include the development, engineering, and marketing expenses related to the Company's fiberglass reclamation process and associated product development.

 

 
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Deferred Income Taxes and Valuation Allowance

 

The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences 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 in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of June 30, 2016 and December 31, 2015.

 

Earning / Loss per Share

 

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. The Company presents basic loss per share ("EPS") and diluted EPS on the face of the consolidated statement of operations. Basic loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities.

 

Recently Issued Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

 

NOTE 4 - PROPERTY AND EQUIPMENT

 

Components of property and equipment are as follows:

 

 

 

June 30,
2016

 

 

December 31,
2015

 

 

 

(unaudited)

 

 

 

 

Molds and Tooling

 

$ 50,000

 

 

$ 50,000

 

Machinery and Equipment

 

 

44,015

 

 

 

44,015

 

Less: Accumulated Depreciation

 

 

(62,783 )

 

 

(59,973 )

 

 

$ 31,232

 

 

$ 34,042

 

 

Depreciation for the three months ended June 30, 2016 and 2015 was $1,405 and $1,955, respectively. Depreciation expense for the six months ended June 30, 2016 and 2015 was $2,810 and $2,810, respectively.

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

The Company is currently operating in a facility leased and operated by Tampa Fiberglass Inc. (TFI). TFI is owned by Kenneth McCleave, Chairman of AFGP. No occupancy cost has been charged to AFGP by TFI during 2016 or 2015, however, there is no assurance that this favorable treatment will continue in the future if AFGP begins to facilitate operations at that site.

 

 
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The Company entered into an employment contract with two key employees on January 1, 2015 under like terms and conditions including a $100,000 salary, stock options and profit-sharing - specifics to be determined by the Compensation Committee and approved by the Board of Directors. For the three and six month's ended June 30, 2016 and 2015, no stock options or profit sharing were recorded or accrued.

 

The above related party transactions are not necessarily indicative of the terms and amounts that would have been incurred had comparable agreements been made with independent parties.

 

NOTE 6 - DEFERRED SALARIES

 

The Company has accrued salaries owed to four individuals. Two of the individuals' employment contracts are expired and the other two contracts are for two officers. All balances due are fixed without any interest or other escalating cost. The Company does not expect to make any payments on these deferred wages during the next twelve months, but the balances are classified as current liabilities.

 

Deferred wages are $977,087 and $875,932 as of June 30, 2016 and December 31, 2015, respectively.

 

NOTE 7 - CONVERTIBLE NOTES PAYABLE

 

The Company has issued convertible notes payables to the following individuals:

 

 

 

June 30,
2016

 

 

December 31,
2015

 

 

 

 

 

 

 

 

 

 

Three notes payable to Robert Chlipala or assigns dated June 4, 1998, July 10, 1999 and December 11, 1999, interest rate at 10.5%, 10.5% and 0% respectively principle and interest payable on demand, convertible to common stock at $0.05 per share.

 

 

133,000

 

 

 

133,000

 

 

 

 

 

 

 

 

 

 

One note payable to Gerald Rau or assigns, dated 4/1/2000, interest rate at 8.75%, past due and convertible to common stock at $0.05 per share

 

 

101,500

 

 

 

101,500

 

 

 

 

 

 

 

 

 

 

Three notes payable to Les Smyth or assigns, dated September 15, 1998, June 14, 1999 and June 14, 1999, interest rates at 14%, past due and convertible to common stock at $0.05 per share

 

 

50,000

 

 

 

50,000

 

 

 

 

 

 

 

 

 

 

Total convertible notes

 

 

284,500

 

 

 

284,500

 

 

The Company acquired the above notes as of the date of merger, May 24, 2004. In the negotiations, the original notes were modified to include a conversion feature, in exchange for indefinitely extending the payment date. At the time of the debt modification, the conversion rate was based on the then fair market value of the stock. The Company examined the agreement and based on calculations determined that there was no beneficial conversion at that time, as the face value was equivalent to the conversion. The Conversion feature was extended to interest accrued, through the date of the modification only.

 

The loans are convertible into shares of common stock at a rate of $0.05 per share, the then fair market value of the shares. The total original amount of the loans still outstanding at December 31, 2015 is $284,500 plus previously accrued interest of $222,655, through the date of modification. The total common shares, if converted, would be approximately 10,143,000 shares as of December 31, 2015.

 

As of June 30, 2016 and December 31, 2015, the above notes had accrued interest payable of $402,453 and $388,542, respectively.

 

 
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NOTE 8 - NOTES PAYABLE - RELATED PARTIES

 

Related party notes payables are due to PAC (Public Acquisition Company (a wholly owned business of Kenneth McCleave and Daniel Hefner), Nimble Boat Works (a wholly owned business of Kenneth McCleave), and Daniel L. Hefner (President and Chief Executive Officer of AFGP) for cash advances made to AFGP.

 

 

 

June 30,
2016

 

 

December 31,
2015

 

Eight notes payable Due to PAC, dated May 14, 2004, through December 2012, interest rates at 10% and 8%, principle and interest due on demand

 

$ 130,803

 

 

$ 135,153

 

 

 

 

 

 

 

 

 

 

Two notes payable Due to Nimble Boat Works, interest rate at 8% payable on demand

 

 

(18,630 )

 

 

(18,630 )

 

 

 

 

 

 

 

 

 

Three notes to Due to Dan Hefner, interest rate at 8%, payable on demand

 

 

1,583

 

 

 

1,857

 

 

 

 

 

 

 

 

 

 

Three notes to Due to Kenneth McCleave, interest rate at 8%, payable on demand

 

 

14,710

 

 

 

14,710

 

 

 

 

 

 

 

 

 

 

Note payable to Dan Hefner, interest rate at 8%, due June 23, 2017

 

 

11,000

 

 

 

1,857

 

 

 

 

 

 

 

 

 

 

Total

 

$ 139,466

 

 

$ 133,090

 

 

Interest accrued on the above loans is $375,840 and $368,947 at June 30, 2016 and December 31, 2015, respectively.

 

NOTE 9 - NOTES PAYABLE

 

During the year ended December 31, 2014, the Company signed a note payable with two individuals. The note is for $85,000, secured, due November 2016 and bears interest at 18% per annum. Monthly interest payments are required on the unpaid principle balance, which balloons at the maturity of the note. The Company has accrued $7,650 of unpaid interest at June 30, 2016.

 

NOTE 10 - COMMITMENTS AND CONTINGENCIES

 

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of June 30, 2016 and 2015.

 

The Company's operations are subject to production of a new processing technology. Significant technical and regulatory changes can have a dramatic effect on product opportunities. Design and development of new processes are critical elements to achieve and maintain profitability in the Company's new industry segment.

 

The Company operates under several storage leases for its operations. Currently, all arrangements have been made on a month to month basis. Terms are expected to be defined upon the production at those sights.

 

The Company may be subject to federal, state and local environmental laws and regulations. The Company does not anticipate expenditures to comply with such laws and does not believe that regulations will have a material impact on the Company's financial position, results of operations, or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, and local environmental laws and regulations.

 

In the normal course of business, the Company may become a party to litigation matters involving claims against the Company. The Company's management is unaware of any pending or threatened assertions and there are no current matters that would have a material effect on the Company's financial position or results of operations.

 

NOTE 11 - SUBSEQUENT EVENTS

 

The Company has evaluated events and transactions subsequent to June 30, 2016 through the date of filing with the Securities and Exchange Commission (date available for issuance) that would require reporting.

 

 
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION

 

THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS "ANTICIPATED," "BELIEVE," "EXPECT," "PLAN," "INTEND," "SEEK," "ESTIMATE," "PROJECT," "WILL," "COULD," "MAY," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH STATEMENTS REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN, POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND THE COMPANY'S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.

 

The following discussion and analysis should be read in conjunction with "Selected Financial Data" and our financial statements and related notes thereto included elsewhere in this registration statement. Portions of this document that are not statements of historical or current fact are forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this registration statement should be read as applying to all related forward-looking statements wherever they appear in this registration statement. Our actual results could differ materially from those anticipated in the forward-looking statements. Factors that could cause our actual results to differ materially from those anticipated include those discussed in "Risk Factors," "Business" and "Forward-Looking Statements."

 

GENERAL OVERVIEW

 

American Fiber Green Products, Inc.

 

From its inception, American Fiber Green Products, Inc. (f/k/a Amour Hydro Press, Inc; Amour Fiber Core, Inc. [Washington]; Amour Fiber Core, Inc.[Nevada]) has had a focus on the production of Fiberglass Reinforced Plastic (FRP) products to take to market, beginning with the patented recycling technology developed by William Amour, the company's founder.

 

After spending millions of dollars on research and development and proving that the technology could, in fact, recycle fiberglass waste and produce superior fiberglass products, the Company was forced to suspend operations due to the death of Mr. Amour in 1999. Several years of stagnation and distress left the Company, its creditors and its nearly 850 shareholders on the verge of total loss. In 2001 Kenneth McCleave started dialogue with the Management and shareholders of the Company about merging with American Leisure Products, Inc., a company that would use virgin materials to produce vintage cars, boats and other FRP products.

 

These discussions resulted in a concerted effort by McCleave and his team, as well as the Officers and Directors of the Company, to establish support for and confidence in the proposed plan of merger. In May of 2004 after much creditor negotiation, resolution of legal matters and personal visits with hundreds of shareholders representing over 70% of the issued and outstanding shares of the Company's common stock, the merger was completed between Amour Fiber Core, Inc. (Nevada) and American Leisure Products, Inc. (Florida) Simultaneously, the combined companies effected a name change to American Fiber Green Products, Inc. (AFGP) The company established that the future operations of the two merged companies would represent two divisions of AFGP. Amour Fiber Core, Inc. (Florida) had been formed to be a subsidiary of American Fiber Green Products, Inc. specifically fiberglass waste recycling. American Leisure Products, Inc. (Florida) will produce fiberglass components from new materials.

 

 
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Amour Fiber Core

 

We plan to generate revenues from several areas: a technology and proprietary process for the recycling of fiberglass. Revenues can be produced from the following areas:

 

Amour Fiber Core primary focus will be to recycle fiberglass, produce products from recycled material and sell license agreements for its process. The Company has developed, tested and previously placed into limited commercial production, a new technology for fiberglass reclamation manufacturing. It has adapted this technology to establish a manufacturing business. From the research and development in Amour's early stages many different products have been prototyped and tested. Building on this foundation, management has determined that the pilot plant, anticipated to be constructed in Florida in 2016 will produce general planking or boards for marine decking and seawalls. Marketing the planking we will help to "brand" our name through park benches and picnic tables as part of our first line of finished goods.

 

We intend to offer contracts for licensing of our technology. The Company believes that licensing its technology to businesses in foreign countries and the North American market can be an effective method to maximize the return on its investment in the continued development of its fiberglass recycling technology, without significant additional capital outlays. Additionally, such licensing agreements will increase the Company's public visibility and general awareness of its technology. The licensee will be required to pay an upfront fee for the sub-license, equipment and training prior to delivery and a royalty fee to the Company for each item produced by the licensee. If the wholesale price of the licensee's produced products are significantly below the production costs of products produced by the Company, the Company may also offer to purchase product from the licensees. The Company believes the establishment of licensees in various foreign countries is an effective means of introducing the Company's technology into new markets without major capital outlays.

 

American Leisure Products.

 

American Leisure Products (ALP) will produce FRP parts within the fiberglass industry. In addition, the Company will produce parts from the company owned molds for the after-market hot rod industry and the marine industry. ALP will produce and sell vintage car bodies, boats, and other fiberglass components in the leisure products line. The leisure market has been defined in recent years as one of the fastest growing market segments because of 'baby boomers' who have reached a point of financial affluence and increasing leisure time. Their desire to enjoy the 'fruits of their labor' has created a massive market that our products will feed. The company currently owns molds for several products, but will also be acquiring additional molds and tooling as funding is achieved through debt or equity or the combination.

 

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2016 COMPARED TO 2015

 

Expenses

 

Operating expenses for the three months ended June 30, 2016 were $175,856 compared to $55,406 for the three months ended June 30, 2015. The increase in expenses is primarily due to the increase in bad debt expense in 2016 for the receivable the Company has reviewed and determined that collectability may be an issue and therefore, increased the allowance for doubtful accounts.

 

The Company incurred interest expense for each of the three months ended June 30, 2016 and 2015 was $14,297 and $21,043, respectively. Interest was charged based on the stated interest rates set forth in the notes.

 

 
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RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2016 COMPARED TO 2015

 

Revenues

 

The Company had revenues of $0 and $274,625 for the six months ended June 30, 2016 and 2015. The decrease in revenues is primarily due to focus on cleanup, and organization and commencement of development of the Tampa pilot plant. The Company will continue to pursue new contracts during the remainder of 2016.

 

Cost of Sales

 

The Company had cost of sales of $0 and $79,475 for the six months ended June 30, 2016 and 2015. The decrease in cost of sales is due the decrease in revenue.

 

Expenses

 

Operating expenses for the six months ended June 30, 2016 were $236,048 compared to $135,225 for the six months ended June 30, 2015. The increase in expenses is primarily due to the increase in bad debt expense in 2016 for the receivable the Company has reviewed and determined that collectability may be an issue and therefore, increased the allowance for doubtful accounts.

 

The Company incurred interest expense for each of the six months ended June 30, 2016 and 2015 was $28,453 and $30,532, respectively. Interest was charged based on the stated interest rates set forth in the notes.

 

The Company recorded interest income for each of the six months ended June 30, 2016 and 2015 of $0 and $10,290, respectively. Interest income was recorded based on the stated interest rates set forth in the notes receivable, the decrease is due to the notes being consolidated against the notes payable.

 

GENERAL TRENDS AND OUTLOOK

 

We believe that our immediate outlook is extremely favorable, as we believe there is no other company competing with us on a nationwide basis in our market niche for recycling fiberglass and only a limited numbers of companies competing with us in of our products within American Leisure Products. However, there is no assurance that such national competitor will not arise in the future. We do not anticipate any major changes in the Recycling industry. We believe that 2016 will be a significant growth year, and besides the operational business strategies discussed above, we intend to implement the following plans in 2016 in order to maintain and expand our opportunity.

 

The Company continues to seek funding which will allow us to staff our facility in Tampa, Florida, with customer service representatives and logistical support personnel, to build our Pilot Plant and complete our tooling requirements. Currently this facility is limited in staff. The Tampa plant will serve as the selling platform for the licensing of Amour Fiber Core's proprietary technology. Additionally, we will utilize this facility to directly distribute American Leisure's products to the market.

 

Additionally, the Company anticipates opening at least one additional facility for its recycling process. Florida, Texas, Wyoming and Kansas are candidates for this plant.

 

As we gain strength and stability in the U.S. domestic market, we intend to expand our influence and market in other areas of the world through our license agreements. Inquiries about acquiring use of the Amour recycling technology have been received from Japan, Australia, England, France, Turkey, Egypt, and the African continent, Indonesia, Ireland, the Caribbean basin and Canada.

 

 
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LIQUIDITY AND CAPITAL RESOURCES

 

The Company's financial statements have been prepared assuming that the Company will continue as a going concern. For the six months ended June 30, 2016, the Company had a net loss of $264,501 and negative working capital of $2,509,122. In view of these matters, recoverability of recorded asset amounts shown in the accompanying consolidated financial statements is dependent upon the Company's ability to expand operations and to achieve a level of profitability. The Company has financed its activities principally from private funding. The Company intends to finance its future development activities and its working capital needs largely from the sale of equity securities until such time that funds provided by operations are sufficient to fund working capital requirements.

 

Cash Flows for the six months ended June 30, 2016 and 2015

 

Operating Activities

 

During the six months ended June 30, 2016, we used cash of $22,668 in operating activities compared to $32,615 of cash used by operations during the six months ended June 30, 2015.

 

During the six months ended June 30, 2016, we incurred net loss of $264,501 that was partially offset for cash flow purposes by a $100,749 increase in non-cash expenses, an increase in accounts payable of $11,476, an increase in accrued interest of $28,453, an increase of $2,810 of depreciation expense and an increase in deferred compensation of $101,155.

 

By comparison, the six months ended June 30, 2015, we had net income of $39,683 that was partially offset for cash flow purposes by a $195,879 increase in accounts receivable, an increase of $9,664 in prepaid expenses, a $2,953 increase in accounts payable, an increase of $23,083 in accrued interest, an increase of $2,810 of depreciation expense and a $104,399 increase in accrued compensation.

 

Financing Activities

 

For the six months ended June 30, 2016, we received $6,377 of related party loans. As a result, we provided cash from financing activities of $6,377 for the period.

 

For the six months ended June 30 2015, we received $3,140 of related party notes payable. As a result, we provided cash from financing activities of 3,140 for the period.

 

UNPREDICTABILITY OF FUTURE REVENUES; POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS; SEASONALITY

 

As a result of the Company's limited operating history, the Company is unable to accurately forecast its revenues. The Company's current and future expense levels are based largely on its investment plans and estimates of future revenues and are to a large extent fixed and expected to increase.

 

Sales and operating results generally depend on the volume of, timing of and ability to fulfill the number of orders received and the ability to obtain raw materials at a reasonable price. The Company may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenues in relation to the Company's planned expenditures would have an immediate adverse effect on the Company's business, prospects, financial condition and results of operations. Further, as a strategic response to changes in the competitive environment, the Company may from time to time make certain pricing, service or marketing decisions which could have a material adverse effect on its business, prospects, financial condition and results of operations.

 

 
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The Company expects to experience significant fluctuations in its future quarterly operating results due to a variety of factors, many of which are outside the Company's control. Factors that may adversely affect the Company's quarterly operating results include (i) the Company's ability to retain customers, attract new customers at a steady rate and maintain customer satisfaction, we cannot be sure that we will be able to attract sufficient customers to maintain or grow revenue and consequently our long term growth and success may be negatively impacted (ii) the announcement or introduction of new technology by the Company and its competitors, we cannot be sure that our competition will not significantly impact our customer base, and thereby negatively impact our revenues, with new and improved technology; (iii) price competition or higher prices in the industry we cannot be sure that we will be able to maintain our current pricing structure and gross margins to be able to compete with new competitors at reasonable prices; (iv) the Company's ability to upgrade and develop its systems and infrastructure and attract new personnel in a timely and effective manner, the Company cannot be sure that it will be able to raise sufficient capital in order for it to grow its infrastructure; (v) governmental regulation, the Company must comply with regulations from several governmental agencies to ensure compliance of products, recycling processes and manufacturing facilities, but there is no assurance that the regulations will not change or become more restrictive in the future, thereby limiting the ability of the Company to produce cost effective products.

 

Capital Stock

 

Preferred Stock

 

Although the board has authorized 5,000,000 shares of preferred stock, par value $0.001, none have been issued.

 

Capital Expenditures

 

We expect to incur capital expenditures in the future. Since our inception, the research and development has been completed. For each division in 2016, we expect to have total capital expenditures of $825,000 -- Amour Fiber Core $550,000 for the pilot plant and American Leisure Products $275,000.

 

Critical Accounting Policies

 

Our financial statements should be read in conjunction with our annual report, filed with the Securities and Exchange Commission on Form 10-K, for the year ending December 31, 2015.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

 

Not Applicable

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures.

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that at June 30, 2016, such disclosure controls and procedures were not effective, based on prior periods delinquent filings.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

 

Management's Report on Internal Control over Financial Reporting

 

 
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The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the 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 reporting purposes in accordance with generally accepted accounting principles in the United States of America and included those policy and procedures that:

 

·

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transaction and dispositions of the assets of the company.

·

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

·

Provide reasonable assurance regarding prevention for timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements

 

A control system, no matter how well conceived or operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met under all potential conditions, regardless of how remote, and may not prevent or detect all errors and all fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. Our internal control over financial reporting is designed 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 in the United States of America.

 

As of June 30, 2016 management assessed the effectiveness of our internal controls over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were effective to detect the appropriate application of US GAAP rules.

 

Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Based on their evaluation as of the end of the period covered by this report, management concluded that our disclosure controls and procedures were sufficiently effective to provide reasonable assurance that the objectives of our disclosure control system were met.

 

Changes in Internal Control over Financial Reporting

 

No change in the Company's internal control over financial reporting occurred during the quarter ended June 30, 2016, that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 

 
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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company is not involved in any legal proceedings and is not aware of any pending or threatened claims.

 

The Company expects to be subject to legal proceedings and claims from time to time in the ordinary course of its business, including, but not limited to, claims of alleged infringement of the trademarks and other intellectual property rights of third parties by the Company and its licensees. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources.

 

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

 

During the three month period ended June 30, 2016, there were no modification of any instruments defining the rights of holders of the Company's common stock and no limitation or qualification of the rights evidenced by the Company's common stock as a result of the issuance of any other class of securities or the modification thereof.

 

During the period covered by this filing, the Company did not sell any securities that were not registered under the Securities Act.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

There have been no defaults in any material payments during the covered period.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

The Company does not have any other material information to report with respect to the three-month period ended June 30, 2016.

 

 
21
Table of Contents

 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 

EXHIBIT #

DESCRIPTION

2.1

Merger between Hydro Press and Amour, dated 3/12/93*

2.2

Agreement and Plan of Merger between Amour Fiber Core [Nevada] and

2.3

American Leisure Products, dated 5/24/2004*

3.1

Article of Incorporation of Amour Fiber Core, Inc. [Washington], dated 12/22/95*

3.2

Article of Amendment for 3 to 1 forward split dated 6/9/98*

3.3

Articles of Incorporation of American Leisure Products, Inc., dated 9/2/2001*

3.4

Articles of Incorporation of Amour Fiber Core, Inc. [Florida], dated 9/15/2001*

3.5

Articles of Incorporation of Amour Fiber Core, Inc. [Nevada], dated March 2004*

3.6

Bylaws*

10

Employment Agreement with Kenneth W. McCleave, dated 10/1/2001*

10.2

Exclusive license agreement with the Amour Family Trust *

31.1

Certification of the Chief Financial Officer

31.2

Certification of the Principal Executive Officer

32.1

Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS **

XBRL Instance Document

101.SCH **

XBRL Taxonomy Extension Schema Document

101.CAL **

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **

XBRL Taxonomy Extension Label Linkbase Document

101.PRE **

XBRL Taxonomy Extension Presentation Linkbase Document

____________

*

These exhibits are filed as part of Form 10SB registration statement filed with the SEC on February 22, 2007 and incorporated by reference.

 

**

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 
22
Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereto duly authorized:

 

AMERICAN FIBER GREEN PRODUCTS, INC.

Date: October 28, 2016

By:

/s/ Daniel L. Hefner

Daniel L. Hefner

President and Director

(Principal Executive Officer)

 

By:

/s/ Frank D. Puissegur

Frank D. Puissegur

Chief Financial Officer and

Principal Accounting Officer

 

 

23

 

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