UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
S
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
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December 31, 2014
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*
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ____________ to ____________
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Commission file number 001-55162
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________________________
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CorGreen Technologies Holding Corporation
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of incorporation or organization)
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45-2898817
(I.R.S. Employer Identification No.)
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9891 Irvine Center Drive Suite 200, Irvine, California 92618
(Address of principal executive offices, including zip code)
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(855) 587-4249
(Registrant's telephone number, including area code)
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Gold Ridge Resources, Inc.
(Former name, former address and former fiscal year, if changed since last report)
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ☒ 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 ☐ 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 definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ☐
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Accelerated Filer ☐
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Non-Accelerated Filer ☐
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Smaller reporting company ☒
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
27,012,500 shares of the registrant's common stock, $.001 par value per share, were outstanding as of March 31, 2015.
CorGreen Technologies Holding Corporation
FORM 10-Q
For The Quarter Ended December 31, 2014
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PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
CORGREEN TECHNOLOGIES HOLDING CORPORATION
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CONDENSED CONSOLIDATED BALANCE SHEETS
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December 31,
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June 30,
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2014
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2014
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(Unaudited)
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Assets
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Current Assets:
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Cash and cash equivalents
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$
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21,607
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$
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3,111
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Accounts receivable, net
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-
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280
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Inventory
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69,551
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57,258
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Advances and prepaids
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6,558
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-
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Note receivable
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50,000
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-
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Residential property for sale
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1,657,326
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1,657,326
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Receivables from property sales
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545,000
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545,000
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Total Current Assets
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2,350,042
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2,262,975
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Property and equipment, net
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459,323
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378,636
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Total Assets
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$
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2,809,365
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$
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2,641,611
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Liabilities & Stockholders' Equity (Deficit)
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Current Liabilities
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Accounts payable
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$
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9,341
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9,341
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Mortgages on properties
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1,792,715
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1,792,715
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Due to shareholder
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274,222
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298,247
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Deferred revenue
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99,315
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-
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Convertible notes payable
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783,019
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-
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Total Current Liabilities
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2,958,612
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2,100,303
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Stockholders' Equity (Deficit)
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Common stock, $0.001 par value, 100,000,000 shares authorized,
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27,012,500 and 16,450,000 shares issued and outstanding, respectively
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27,013
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16,450
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Additional paid-in capital |
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(22,013) |
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(11,450) |
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Retained earnings (accumulated deficit)
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(154,247
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)
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536,308
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Total Stockholders' Equity (Deficit)
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(149,247
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541,308
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Total Liabilities & Stockholders' Equity (Deficit)
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$
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2,809,365
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$
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2,641,611
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The accompanying notes are an integral part of these condensed, consolidated financial statements.
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CORGREEN TECHNOLOGIES HOLDING CORPORATION
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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(Unaudited)
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For the Three Months Ended
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For the Six Months Ended
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December 31,
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December 31,
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2014
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2013
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2014
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2013
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Revenues
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$
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54,485
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$
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1,291,548
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$
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72,173
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$
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1,508,456
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Cost of Sales
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18,979
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388,458
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18,979
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599,720
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Gross Profit
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35,506
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903,090
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53,194
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908,736
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Operating Expenses
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Advertising, promotional and selling
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7,566
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13,497
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9,814
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31,596
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Contract labor
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495
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63,625
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31,995
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76,171
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General and administrative
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293,430
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75,545
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669,270
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191,843
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Depreciation
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12,169
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11,759
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26,488
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22,516
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Total Operating Expenses
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313,660
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164,426
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737,567
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322,126
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Operating Income (Loss)
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( 278,154
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738,664
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( 684,373
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586,610
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Other Expenses
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Interest income
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4,001
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-
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4,001
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-
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Interest expense
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( 6,204
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( 12,659
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(10,184
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( 21,007
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Total Other Expenses
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(2,203
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(12,659
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(6,183
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(21,007
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Net Income (Loss)
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$
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(280,357
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$
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726,005
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$
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(690,556
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$
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565,603
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Net Income (loss) per share
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$
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(0.01
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$
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0.04
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$
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(0.03
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$
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0.03
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Weighted-average number of shares - basic and diluted
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27,012,500
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16,450,000
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26,156,081
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16,450,000
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The accompanying notes are an integral part of these condensed, consolidated financial statements.
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CORGREEN TECHNOLOGIES HOLDING CORPORATION
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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(Unaudited)
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For the Six Months Ended
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December 31,
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2014
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2013
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Cash flows from operating activities:
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Net Income (Loss)
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$
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(690,556
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$
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565,603
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Adjustments to reconcile net income (net loss) to net cash
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(used in) provided by operating activities:
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Depreciation
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26,488
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22,516
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Changes in operating assets and liabilities:
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Accounts receivable
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280
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11,420
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Inventory
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(12,293
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(14,364
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Advances and prepaid expenses
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(6,558
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-
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Deferred revenue
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99,315
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-
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Purchase of residential property held for sale
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-
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(1,567,157
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)
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Receivables from property sales
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-
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(786,327
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)
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Due to shareholder
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(24,025
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)
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(71,097
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)
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Accounts payable
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-
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9,341
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Net cash used in operating activities
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(607,349
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)
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(1,830,065
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)
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Cash flows from investing activities:
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Investment in short-term note receivable
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(50,000
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)
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-
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Cash paid for property and equipment
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(35,174
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)
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(931
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)
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Net cash used in investing activities
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(85,174
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)
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(931
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)
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Cash flows from financing activities:
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Payments of loan payable |
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(72,000 |
) |
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- |
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Proceeds from convertible notes payable
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783,019
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1,845,597
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Net cash from financing activities
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711,019
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1,845,597
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Change in cash and cash equivalents
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18,496
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14,601
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Cash and cash equivalents at beginning of period
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3,111
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|
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2,592
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Cash and cash equivalents at end of period
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$
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21,607
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$
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17,193
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Supplemental disclosure of cash flow information:
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Interest paid
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$
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10,184
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$
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21,007
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|
|
|
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|
|
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Non-cash Investing and Financing |
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Purchase of property & equipment with loan payable |
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$ |
72,000 |
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$ |
- |
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The accompanying notes are an integral part of these consolidated financial statements.
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CORGREEN TECHNOLOGIES HOLDING CORPORATION
Notes to Consolidated Financial Statements
December 31, 2014 and June 30, 2014
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company's accounting policies are those specific accounting principles and the methods of applying those principles that have been judged by Management to be the most appropriate in the circumstances to present fairly the financial position, cash flows and results of operations in accordance with generally accepted accounting principles in the United States of America and that have been adopted for preparing the consolidated financial statements.
Basis of Presentation
The financial statements are presented on the accrual basis of accounting and the Company reports its income on a calendar year basis and are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Consistent with historical reporting, the Company's financial statements are presented in accordance with accounting and financial reporting standards and Accounting Standard Codifications (ASC) promulgated by the Financial Accounting Standards Board (FASB).
Interim Financial Statements
The accompanying consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2014, and for all periods presented herein have been made.
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's June 30, 2014 audited consolidated financial statements. The results of operations for the periods ended December 31, 2014 and 2013 are not necessarily indicative of the operating results for the full years.
Principles of Consolidation
The accompanying consolidated financial statements include the results of the Company and its four operating Subsidiaries: SFS, S4H, GMTFY and 3 Lids. All significant intercompany balances and transactions have been eliminated in consolidation.
Risk and Uncertainties
Factors that could affect the Company's future operating results and cause actual results to vary materially from expectations include, but are not limited to, lower than anticipated growth from existing and yet to be determined competition, an inability to control expenses, technology changes, the impact of the application of and/or changes in accounting principles, undue pressure upon the financial services industry to provide adequate business resources, changes in regulatory requirements and national, state and local laws and their enforcement, and uncertain economic conditions. Negative developments in these or other risk factors could have a material adverse effect on the Company's financial position, results of operations and cash flows.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") in the United States requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to inventory, property and equipment, fair values of real property, contingencies and related party receivables or payables. Management's estimates are based on historical experience and on other assumptions that are believed to be reasonable, the results of which form the basis of making judgments about the carrying values of assets and liabilities.
Cash and Cash Equivalents
Cash and cash equivalents at December 31, 2014 and June 30, 2014 included cash on-hand. Cash equivalents are considered all accounts with a maturity date within 90 days.
CORGREEN TECHNOLOGIES HOLDING CORPORATION
Notes to Consolidated Financial Statements
December 31, 2014 and June 30, 2014
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Residential Property Held for Sale
Real estate held for sale is stated at the lower of cost or fair value less costs to sell. The cost of real estate held for sale includes acquisition, development, construction and carrying costs, and other related costs through the development stage. Real estate under development and land available for development are stated at cost. Real estate held for investment is stated at cost, less accumulated depreciation. The Company capitalizes interest on funds used in developing properties from the date of initiation of development activities through the date the property is substantially complete and ready for sale or lease. Common costs are allocated based on the relative fair value of individual land parcels. Certain carrying costs are capitalized on properties currently under active development. The Company capitalizes improvements that increase the value of properties and have useful lives greater than one year. Costs related to repairs and maintenance are charged to expense as incurred.
The Company performs an impairment test when events or circumstances indicate that an asset's carrying amount may not be recoverable. Events or circumstances that the Company considers indicators of impairment include significant decreases in market values, adverse changes in regulatory requirements (including environmental laws), significant budget overruns for properties under development, and current period or projected operating cash flow losses from rental properties. Measurement of the impairment loss is based on the fair value of the asset. Generally, the Company determines fair value using valuation techniques such as discounted expected future cash flows. Impairment tests for properties held for sale involve management estimates of fair value based on estimated market values for similar properties in similar locations and management estimates of costs to sell. If estimated fair value less costs to sell is less than the related carrying amount, then a reduction of the carrying amount of the asset to fair value less costs to sell is required.
The Company recorded no impairment charges for the twelve months ended June 30, 2014 or the six months ended December 31, 2014.
Cost of Property Sales. Cost of sales includes the cost of real estate sold as well as costs directly attributable to the properties sold such as marketing, maintenance and property taxes. Cost of sales also includes operating costs and depreciation for properties held for investment and municipal utility district reimbursements.
Revenue Recognition
Property Sales. Revenues from property sales are recognized when the risks and rewards of ownership are transferred to the buyer, when the consideration received can be reasonably determined and when the Company has completed its obligations to perform certain supplementary development activities, if any exist, at the time of the sale. Consideration is reasonably determined and considered likely of collection when the Company has signed sales agreements and has determined that the buyer has demonstrated a commitment to pay. The buyer's commitment to pay is supported by the level of their initial investment, the Company's assessment of the buyer's credit standing and the Company's assessment of whether the buyer's stake in the property is sufficient to motivate the buyer to honor their obligation to pay.
Rental Income. The Company recognizes its rental income based on the terms of its signed leases with tenants on a straight-line basis. Recoveries from tenants for taxes, insurance and other commercial property operating expenses are recognized as revenues in the period the related costs are incurred. The Company recognizes sales commissions and management and development fees when earned, as properties are sold or when the services are performed.
Product Sales. The Company records revenue from the sale of its vitamin spray product when the goods are delivered to customers, the rights of ownership have transferred from the Company to the customer and when assurance of collection within a reasonable period of time is determined.
New Accounting Pronouncements
The Company's management has considered all recent accounting pronouncements. Management believes that these recent pronouncements will not have a material effect on the Company's financial statements.
CORGREEN TECHNOLOGIES HOLDING CORPORATION
Notes to Consolidated Financial Statements
December 31, 2014 and June 30, 2014
NOTE B – INVENTORY
Inventory consists of raw materials, work in process and finished goods for S4H's "Pure Spray" product line. The Company purchases raw materials and assembles the finished product. The cost elements of work in process and finished goods inventory consist of raw materials and direct labor.
Inventories consisted of the following as of December 31, 2014 and June 30, 2014:
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December 31,
2014
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|
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June 30,
2014
|
|
|
|
|
|
|
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Raw materials
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$
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54,304
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|
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$
|
21,120
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Work-in-process
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|
|
-
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|
|
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-
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Finished goods
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15,241
|
|
|
|
36,138
|
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Total inventory
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$
|
69,551
|
|
|
$
|
57,258
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NOTE C – SHORT-TERM NOTE RECEIVABLE
The Company has advanced a short-term note receivable of $50,000 to a trade associate with a stated interest rate of 8% per annum, all due and payable by April 1, 2015.
NOTE D – RECEIVABLES FROM PROPERTY SALES
On December 22, 2013 the Company sold a property located at 6248 E. Hillcrest Blvd. in Scottsdale, Arizona for $1,195,000 and took back an installment note for $595,000, with all interest (8 percent) and principal due on or before December 20, 2014, and a deferred payment of $191,327 until February 2014. The balance due in notes receivable was $545,000 as of June 30, 2014, and December 31, 2014.
NOTE E – RESIDENTIAL PROPERTY HELD FOR SALE
The Company acquires real property to improve and sell for profit. Interim, short-term financing, with interest only payments, finance the holding period. The following schedule summarizes the costs of the Company's property purchases, improvements, and carrying costs during the six month period ended December 31, 2014, and the twelve month period ended June 30, 2014:
|
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December 31,
2014
|
|
|
June 30,
2014
|
|
|
|
|
|
|
|
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Beginning balance of properties held for sale
|
|
$
|
1,657,326
|
|
|
$
|
13,949
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Property purchases
|
|
|
-
|
|
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|
1,939,577
|
|
Improvements and carrying costs
|
|
|
-
|
|
|
|
286,399
|
|
Materials and supplies
|
|
|
-
|
|
|
|
9,577
|
|
Cost of properties held for sale
|
|
|
1,657,326
|
|
|
|
2,249,502
|
|
Less: cost of properties sold
|
|
|
|
|
|
|
(592,176
|
)
|
Ending balance of properties held for sale
|
|
$
|
1,657,326
|
|
|
$
|
1,657,326
|
|
Interest paid included in carrying costs was $-0- and $151,503 for the six months ended December 31, 2014, and the twelve months ended June 30, 2014, respectively.
CORGREEN TECHNOLOGIES HOLDING CORPORATION
Notes to Consolidated Financial Statements
December 31, 2014 and June 30, 2014
NOTE F – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following as of December 31 and June 30, 2014:
|
|
December 31,
2014
|
|
|
June 30,
2014
|
|
|
|
|
|
|
|
|
Office building
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
Extraction equipment
|
|
|
166,085
|
|
|
|
130,911
|
|
Packaging and filling equipment
|
|
|
8,281
|
|
|
|
8,281
|
|
Office equipment and furniture
|
|
|
6,874
|
|
|
|
6,874
|
|
Vehicles
|
|
|
72,000
|
|
|
|
-
|
|
Total property and equipment
|
|
|
553,240
|
|
|
|
446,066
|
|
Less: accumulated depreciation
|
|
|
(93,917
|
)
|
|
|
(67,430
|
)
|
Property and equipment, net
|
|
$
|
459,323
|
|
|
$
|
378,636
|
|
Depreciation expense was $26,488 and $57,923 for the six months ended December 31, 2014, and the twelve months ended June 30, 2014, respectively.
NOTE G – DUE TO/FROM SHAREHOLDER
The Company received advances or had expenditures made on the Company's behalf from shareholders for operating expenses and property and equipment purchases. These amounts do not bear interest or have a maturity date. During the twelve months ended June 30, 2014, the Company had a beginning balance due to shareholders of $450,722, received $689,333 in cash and expenses, and repaid $841,807 in cash, leaving an ending balance due to shareholders of $298,248. During the six months ended December 31, 2014, the Company received $51,914 in cash and expenses, and repaid $75,940 leaving an ending balance due to shareholder of $274,222.
NOTE H – LEASE COMMITMENTS
The Company had an equipment lease commitment on an office copier through December 31, 2013, when it was cancelled. Equipment lease expense was $-0- and $2,827 for the six months ended December 31, 2014, and the twelve months ended June 30, 2014, respectively.
NOTE I – CONVERTIBLE NOTES PAYABLE
During the period ended December 31, 2014, the Company executed convertible notes payable with various individuals and entities. The combined principal balance of the notes is $783,019, the notes are unsecured, bear interest at ten percent per annum, and have maturity dates ranging from December 2014 to March 2015. The notes are automatically converted into common stock of the Company in the event a private investment in public equity ("PIPE") is consummated at an amount of $800,000 or more. The conversion price in the event of the consummation of a qualifying PIPE is the lesser of $1.00 or 66.7% of the per share purchase price of the securities offered in the PIPE.
NOTE J – MORTGAGES ON PROPERTIES
The Company acquires real property to improve and sell for profit using interim, short-term, renewable financing, with interest only payments, to bridge holding periods until sale. The Company had four mortgage loans outstanding with a total balance due of $1,792,715 at June 30, 2014. All property loans are considered to be current liabilities.
CORGREEN TECHNOLOGIES HOLDING CORPORATION
Notes to Consolidated Financial Statements
December 31, 2014 and June 30, 2014
NOTE J – MORTGAGES ON PROPERTIES (CONTINUED)
As of December 31, 2014 and June 30, 2014 the Company's mortgages on properties consisted of the following:
Property Address
|
|
Loan Amount
|
|
|
Interest Rate
|
|
Origination Date
|
Maturity Date
|
|
December 31,
2014
|
|
|
June 30,
2014
|
|
1335 N. Greenfield
Mesa, AZ
|
|
$
|
300,000
|
|
|
|
15.9
|
%
|
6/28/2013
|
7/1/2014
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
5815 N. 25th Street
Phoenix, AZ
|
|
|
900,000
|
|
|
|
14.0
|
%
|
9/6/2013
|
10/9/2014
|
|
|
900,000
|
|
|
|
900,000
|
|
2219 E. Mallard Court
Gilbert, AZ
|
|
|
245,000
|
|
|
|
17.0
|
%
|
10/1/2013
|
9/30/2014
|
|
|
245,000
|
|
|
|
245,000
|
|
618 Windsor Street
Santa Cruz, CA
|
|
|
347,715
|
|
|
|
6.0
|
%
|
12/4/2013
|
6/4/2014
|
|
|
347,715
|
|
|
|
347,715
|
|
Totals (weighted-average)
|
|
$
|
1,792,715
|
|
|
|
13.2
|
%
|
|
|
|
$
|
1,792,715
|
|
|
$
|
1,792,715
|
|
Interest paid on the above loans was $3,975 and $167,583 for the six months ended December 31, 2014, and the twelve months ended June 30, 2014, respectively.
NOTE K – SEGMENT INFORMATION
The Company is organized into four operating subsidiaries which each provide unique services. Revenues recorded by GMTFY are for equipment rentals, by S4H are for product sales and by SFS are for property sales, transaction fees and property leasing. There was no activity recorded by 3 Lids.
In October 2014, the Company ceased to use the subsidiaries for separate services and used the CorGreen bank accounts for the majority of activity, due to ease of cash flow. As such, subsidiary information is not provided for the six months ending December 31, 2014.
Results of the operating segments are as follows:
|
|
June 30,
2014
|
|
|
|
GMTFY
|
|
|
|
S4H
|
|
|
SFS
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
(19,600
|
)
|
|
$
|
256,840
|
|
|
$
|
1,522,342
|
|
|
$
|
1,759,582
|
|
Cost of sales
|
|
|
-
|
|
|
|
48,364
|
|
|
|
631,606
|
|
|
|
679,970
|
|
Gross profit
|
|
|
(19,600
|
)
|
|
|
208,476
|
|
|
|
890,736
|
|
|
|
1,079,612
|
|
Operating expenses
|
|
|
80,134
|
|
|
|
125,591
|
|
|
|
120,371
|
|
|
|
326,096
|
|
Interest expense
|
|
|
-
|
|
|
|
-
|
|
|
|
44,857
|
|
|
|
44,857
|
|
Net income (loss)
|
|
$
|
(99,734
|
)
|
|
$
|
82,885
|
|
|
$
|
725,508
|
|
|
$
|
708,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
140
|
|
|
|
1,929
|
|
|
|
1,041
|
|
|
|
3,110
|
|
Accounts receivable
|
|
|
-
|
|
|
|
280
|
|
|
|
-
|
|
|
|
280
|
|
Inventory
|
|
|
-
|
|
|
|
57,258
|
|
|
|
-
|
|
|
|
57,258
|
|
Residential properties held for sale
|
|
|
-
|
|
|
|
-
|
|
|
|
1,657,326
|
|
|
|
1,657,326
|
|
Receivables from property sales
|
|
|
-
|
|
|
|
-
|
|
|
|
545,000
|
|
|
|
545,000
|
|
Property and equipment, net
|
|
|
82,129
|
|
|
|
6,450
|
|
|
|
290,057
|
|
|
|
378,636
|
|
Total assets
|
|
$
|
82,269
|
|
|
$
|
65,917
|
|
|
$
|
2,493,424
|
|
|
$
|
2,641,610
|
|
CORGREEN TECHNOLOGIES HOLDING CORPORATION
Notes to Consolidated Financial Statements
December 31, 2014 and June 30, 2014
NOTE L – COMMON STOCK
The Company is authorized to issue up to 100,000,000 shares of common stock (par value $0.001). As of December 31, 2014 and June 30, 2014, 27,012,500 and 16,450,000 shares of common stock are issued and outstanding.
NOTE M – SUBSEQUENT EVENTS
FASB ASC 855 is effective for periods ending after June 15, 2009, and establishes general standards of accounting for and disclosure of subsequent events that occur after the balance sheet date. The Management has evaluated subsequent events through the date of this report, and has no subsequent events to report.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion regarding the Company along with our financial statements and related notes included in this quarterly report. This quarterly report, including the following discussion, contains forward-looking statements that are subject to risks, uncertainties and assumptions. Our actual results, performance and achievements in 2015 and beyond may differ materially from those expressed in, or implied by, these forward-looking statements. See Cautionary Note Regarding Forward-Looking Statements.
Overview
We were incorporated in Nevada on July 15, 2010 and originally operated as a mining exploration stage company engaged in the acquisition and exploration of mineral properties. On July 15, 2014, we entered into a Share Exchange Agreement with CorGreen Technologies Holding Corporation, a privately held Nevada corporation ("CorGreen") and the shareholders of CorGreen. In accordance with the terms of the Share Exchange Agreement, at the closing an aggregate of 18,562,500 shares of our common stock were issued to the holders of CorGreen's common stock in exchange for their shares of CorGreen (the "Exchange"). As a result of the Exchange, we are no longer pursuing our former business plan of acquiring and exploring mineral properties. Under the direction of our newly appointed officers and directors, we are in the business of serving cannabis manufacturing, grow operational management, distributing of CBD based products and financing processes.
Our mission is to be among the first companies with the ability to serve the cannabis market from "seed to retail." We formed our subsidiary, CorGreen, to be among the first vertical-integrated company to serve the emerging market for medicinal and recreational cannabis use. Through our four operating subsidiaries – 3Lids Consulting, Spray for Health, GMTFY and Strong Financial Solutions – we serve the cannabis manufacturing, distributing and financing process. We believe that combining these strategic business units provide us with a competitive advantage, by allowing us access to multiple points of revenue in the harvesting and distribution process of cannabis and by giving us the ability to share clients, as well as SG&A costs among the strategic business units.
Results of Operations for the Three and Six Months Ended December 31, 2014 and 2013
Revenue
Revenues decreased $1,237,063 (96%) from $1,291,548 for the quarter ended December 31, 2013, to $54,485 for the quarter ended December 31, 2014. The revenues for the quarter ended December 31, 2013 relate primarily to sales of properties held for sale. The sales recorded in the current period of $54,485 relate to sales of the Company's vitamin spray product as well as income received on properties held for sale.
Revenues decreased $1,436,283 (95%) from $1,508,456 for the six months ended December 31, 2013, to $72,173 for the six months ended December 31, 2014. The revenues for the six months ended December 31, 2013 relate primarily to sales of properties held for sale. The sales recorded in the current period of $72,173 relate to sales of the Company's vitamin spray product as well as income received on properties held for sale.
Expenses
For the quarter ended December 31, 2014, we incurred operating expenses in the amount of $313,660 as compared to $164,426 for the quarter ended December 31, 2013, an increase of $149,234 (191%). This is due to an increase in payroll expense, as the Company seeks to implements new business plan strategies related to consulting opportunities in the cannabis and medical marijuana industries.
For the six months ended December 31, 2014, we incurred operating expenses in the amount of $737,567 as compared to $322,126 for the six months ended December 31, 2013, an increase of $415,441 (129%). This is due to an increase in payroll expense, as the Company seeks to implements new business plan strategies related to consulting opportunities in the cannabis and medical marijuana industries.
Net Loss
Our net income decreased by $1,006,360 (139%) from a net profit of $726,005 for the quarter ended December 31, 2013 to a net loss of $280,355 for the quarter ended December 31, 2014, due to the decreases in revenue and increases in expenses noted above.
Our net income decreased by $1,256,157 (222%) from a net profit of $565,603 for the six months ended December 31, 2013 to a net loss of $690,554 for the six months ended December 31, 2014, due to the decreases in revenue and increases in expenses noted above.
Other Income & Expense
For the three months ended December 31, 2014, $4,000 of interest income was received for a loan made to the shareholder's unrelated company. In addition, $1 of interest income was received from the bank on a savings account. No interest income was received in the three months ended December 31, 2013.
For the six months ended December 31, 2014, $4,000 of interest income was received for a loan made to the shareholder's unrelated company. In addition, $1 of interest income was received from the bank on a savings account. No interest income was received in the six months ended December 31, 2013.
Liquidity and Capital Resources
As of December 31, 2014, we had a working capital ratio of 0.79 which represents a decrease in working capital of 0.29 (27%) from the Company's working capital ratio at June 30, 2014 of 1.08. The decrease is related to an increase in convertible notes payable.
A component of our operating plan impacting our expansion is the ability to obtain additional capital through additional equity and/or debt financing for purposes of future product development and the expansion of our manufacturing facilities. Additionally, we anticipate obtaining additional financing to fund acquisitions through common stock offerings and bank borrowings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to pursue other avenues.
Results of Operations for the Six Months Ended December 31, 2014 and 2013
Revenue
Revenues decreased $1,436,283 (95%) from $1,508,456 for the six months ended December 31, 2013, to $72,173 for the six months ended December 31, 2014. The revenues for the six months ended December 31, 2013 relate primarily to sales of properties held for sale. The sales recorded in the current period of $72,173 relate to sales of the Company's vitamin spray product as well as income received on properties held for sale.
Expenses
For the six months ended December 31, 2014, we incurred operating expenses in the amount of $737,565 as compared to $322,126 for the six months ended December 31, 2013, an increase of $415,439 (129%). This is due to an increase in payroll expense, as the Company seeks to implements new business plan strategies related to consulting opportunities in the cannabis and medical marijuana industries.
Net Loss
Our net income decreased by $1,256,157 (222%) from a net profit of $565,603 for the six months ended December 31, 2013 to a net loss of $690,554 for the six months ended December 31, 2014, due to the decreases in revenue and increases in expenses noted above.
Liquidity and Capital Resources
As of December 31, 2014, we had a working capital ratio of 0.80 which represents a decrease in working capital of 0.28 (26%) from the Company's working capital ratio at June 30, 2014 of 1.08. The decrease is related to an increase in convertible notes payable.
Going Concern
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of our company as a going concern. We currently have limited liquidity and have not completed our efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt about our ability to continue as a going concern.
Cautionary Note Regarding Forward-Looking Statements
Our disclosure and analysis in this report, including Management's Discussion and Analysis of Financial Condition and Results of Operations contains "forward-looking" information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, adopted pursuant to the Private Securities Litigation Reform Act of 1995. Statements that are not purely historical may be forward-looking. You can identify these forward-looking statements by the use of words such as "anticipate," "believe," "estimate," "expect," "hope," "intend," "may," "project," "plan," "goal," "target,' "should," and similar expressions, including when used in the negative.
Forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in these statements, including but not limited to those described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission under "Part I, Item 1A—Risk Factors."
All forward-looking statements in this report should be considered in the context of the risk and other factors described above and as detailed from time to time in the Company's Securities and Exchange Commission filings. Any forward-looking statements speak only as of the date the statement is made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Accordingly, users of this report are cautioned not to place undue reliance on the forward-looking statements.
Except as otherwise required by federal securities laws, we do not undertake any obligation to publicly update, review or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of December 31, 2014, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2014, our disclosure controls and procedures were not effective at the reasonable assurance level due to the following three material weaknesses:
|
1. |
We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the year ending June 30, 2014. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. |
|
2. |
We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. |
|
3. |
Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. |
To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Controls.
There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended December 31, 2014 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
We currently have no legal proceedings pending nor have any legal proceeding been threatened against us or any of our officers, directors or control persons of which we are aware.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
ITEM 6. Exhibits
2.1 |
Share Exchange Agreement, incorporated by reference to Exhibit 2.1 of our Form 8-K dated July 15, 2014 |
2.2 |
Conveyance Agreement, incorporated by reference to Exhibit 2.1 of our Form 8-K dated July 15, 2014 |
101 |
The following financial information from our Quarterly Report on Form 10-Q for the period ended September December 31, filed with the SEC on __________, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statement of Income for the three-month period ended December 31, 2014 and 2013, (ii) the Consolidated Balance Sheet at December 31, 2014 and June 30, 2014, (iii) the Consolidated Statement of Cash Flows for the three-months ended December 31, 2014 and 2013, and (iv) Notes to Consolidated Financial Statements.* |
* |
Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CORGREEN TECHNOLOGIES HOLDING CORPORATION:
Dated: April 1, 2015 By: /s/ R. Clinton Pyatt
R. Clinton Pyatt, Chief Executive Officer
(principal executive officer)
Dated: April 1, 2015 By: /s/ Brian Loiselle
Brian Loiselle, Chief Financial Officer
(principal financial and accounting officer)
16
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, R. Clinton Pyatt, certify that:
|
1. |
I have reviewed this quarterly report on Form 10-Q of CorGreen Technologies Holding Corporation (the "Registrant"); |
|
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 Registrant as of, and for, the periods presented in this report; |
|
4. |
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant 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 Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the Audit Committee of the Registrant'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 Registrant'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 Registrant's internal controls over financial reporting. |
/s/ R. Clinton Pyatt
R. Clinton Pyatt
Chief Executive Officer
April 1, 2015
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Brian Loiselle, certify that:
|
1. |
I have reviewed this quarterly report on Form 10-Q of CorGreen Technologies Holding Corporation (the "Registrant"); |
|
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 Registrant as of, and for, the periods presented in this report; |
|
4. |
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
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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; |
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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; |
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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 |
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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 |
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5. |
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the Audit Committee of the Registrant's Board of Directors (or persons performing the equivalent functions): |
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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 Registrant's ability to record, process, summarize and report financial information; and |
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b. |
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting. |
/s/ Brian Loiselle
Brian Loiselle
Chief Financial Officer
April 1, 2015
Exhibit 32.1
CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63
OF TITLE 18 OF THE UNITED STATES CODE
I, R. Clinton Pyatt, the Chief Executive Officer of CorGreen Technologies Holding Corporation, certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
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1. |
The Quarterly Report Under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 on Form 10-Q for the Quarterly Period ended December 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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2. |
The information contained in the Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-Q for the Quarterly Period ended December 31, 2014 fairly presents, in all material respects, the financial condition and results of operations of CorGreen Technologies Holding Corporation and its subsidiaries. |
/s/ R. Clinton Pyatt
R. Clinton Pyatt
President and Chief Executive Officer
April 1, 2015
Exhibit 32.2
CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63
OF TITLE 18 OF THE UNITED STATES CODE
I, Brian Loiselle, the Chief Financial Officer of CorGreen Technologies Holding Corporation, certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
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1. |
The Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-Q for the Quarterly Period ended December 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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2. |
The information contained in the Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-Q for the Quarterly Period ended December 31, 2014 fairly presents, in all material respects, the financial condition and results of operations of CorGreen Technologies Holding Corporation and its subsidiaries. |
/s/ Brian Loiselle
Brian Loiselle
Chief Financial Officer
April 1, 2015