Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2017

o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-53902

Evergreen-Agra Global Investments, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		98-0460379
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

19800 MacArthur suite 300, Irvine CA, USA 92612

(Address of Principal Executive Offices & Zip Code)

604-764-7646

(Telephone Number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to section 12(g) of the Act: Common Stock, $0.001 par value

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 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 x No o

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The registrant had 26,354,936 shares of common stock outstanding as of November 19, 2017.

Evergreen-Agra Global Investments, Inc.

Quarterly Report On Form 10-Q

For The Quarterly Period Ended

September 30, 2017

INDEX

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	(Removed and Reserved)	17
Item 5.	Other Information	17
Item 6.	Exhibits	18

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this quarterly report include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements include, but are not limited to, statements with respect to the following:

	·	our need for additional financing;

	·	the competitive environment in which we operate;

	·	our dependence on key personnel;

	·	conflicts of interest of our directors and officers;

	·	our ability to fully implement our business plan;

	·	our ability to effectively manage our growth; and

	·	other regulatory, legislative and judicial developments.

Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in our annual report on Form 10-K for the year ended December 31, 2016, this quarterly report on Form 10-Q, and, from time to time, in other reports that we file with the Securities and Exchange Commission (the “SEC”). These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

We caution readers not to place undue reliance on any such forward-looking statements, which speak only to a state of affairs as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all the forward-looking statements contained in this annual report by the foregoing cautionary statements.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The following unaudited interim financial statements of Evergreen-Agra Global Investments, Inc. (sometimes referred to as “we”, “us” or “our Company”) are included in this quarterly report on Form 10-Q:

	Page
Balance Sheets		5
Statements of Operations		6
Statements of Cash Flows		8
Statement of Stockholders’ Equity (Deficit)		7
Notes to the Financial Statements		9

Table of Contents

Evergreen-Agra Global Investments, Inc.

Balance Sheets

	September 30, 2017			December 31, 2016
	(Unaudited)
Assets

Current assets:
Cash and cash equivalents	$	4,735		$	-
Prepaid expense		82			82
Total current assets		4,817			82

Equipment, less accumulated depreciation of $4,500 and $4,500, respectively		-			-

Total Assets	$	4,817		$	82

Liabilities and Stockholders' Deficit

Current liabilities:
Accounts payable	$	592,243		$	574,742
Accounts payable - related parties		533,336			472,643
Short term loan payable		35,000			-
Total current liabilities and total liabilities		1,160,579			1,047,385

Stockholders’ Equity (Deficit):
Common Stock, $0.001 par value : 75,000,000 Common Shares Authorized; 26,354,936 and 42,881,491 Shares Issued and Outstanding, respectively		26,355			42,882
Additional paid-in capital		2,841,991			2,337,464
Accumulated deficit		(4,024,108	)		(3,427,649	)
Total stockholders’ deficit		(1,155,762	)		(1,047,303	)

Total liabilities and stockholders’ deficit	$	4,817		$	82

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

Table of Contents

Evergreen-Agra Global Investments, Inc.

Statements of Operations

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016

Revenue	$	-		$	-		$	-		$	-

Operating Expenses:
Officer stock-based compensation		210,000			-			210,000			866,994
Stock-based consulting and professional fees		-			-			78,000			-
Consulting fees		26,573			-			26,573			-
Professional fees		16,450			6,017			16,450			59,129
Rent		9,000			-			27,000			-
Depreciation of equipment		-			200			-			600
Other general and administrative		28,976			1,086			37,282			7,622
Foreign exchange loss (gain)		23,756			(7,779	)		44,153			32,818
Total Operating Expenses		314,755			(476	)		439,458			967,163

Income (Loss) from Operations		(314,755	)		476			(439,458	)		(967,163	)

Other Income and (Expenses)
Stock-based costs relating to terminated acquisitions of Green-Era Consulting and Med-Care Advisors		-			-			(150,000	)		-
Loan interest expense		(7,001	)		-			(7,001	)		-
Total Other Expenses		(7,001	)		-			(157,001	)		-

Net Income (Loss)	$	(321,756	)	$	476		$	(596,459	)	$	(967,163	)

Net Income (Loss) per Common Share - Basic and Diluted	$	(0.01	)	$	0.00		$	(0.02	)	$	(0.02	)

Weighted Average Number of Common Shares
Outstanding - basic and diluted		26,214,175			42,826,491			26,663,600			42,635,943

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

Table of Contents

Evergreen-Agra Global Investments, Inc.

Statements of Stockholders' Equity/(Deficit)

For the Year Ended December 31, 2016 and Nine Months Ended September 30, 2017 (Unaudited)

	Common Stock						Additional					Total
	Number of Shares			Amount			Paid in Capital		Accumulated Deficit			Stockholders' Equity/(Deficit)
Balance - December 31, 2015		25,486,602		$	25,487		$	1,454,865	$	(2,473,567	)	$	(993,215	)
Shares issued to Matthew Rhoden pursuant to Executive Agreement dated January 4, 2016		17,339,889			17,340			849,654		-			866,994
Private placement on September 1, 2016		55,000			55			32,945		-			33,000
Net loss for the year ended December 31, 2016		-			-			-		(954,082	)		(954,082	)
Balance - December 31, 2016		42,881,491			42,882			2,337,464		(3,427,649	)		(1,047,303	)
Cancellation on January 13, 2017 of shares issued to Matthew Rhoden on February 25, 2016		(17,339,889	)		(17,340	)		17,340		-			-
Shares issued for legal services on March 1, 2017		25,000			25			14,975		-			15,000
Shares issued on March 7, 2017 relating to terminated acquisitions		250,000			250			149,750		-			150,000
Private placement on May 23, 2017		83,334			83			49,917		-			50,000
Shares issued for consulting services on June 27, 2017		105,000			105			62,895		-			63,000
Shares issued for services on August 9, 2017		350,000			350			209,650		-			210,000
Net loss for the nine months ended September 30, 2017		-			-			-		(596,459	)		(596,459	)
Balance - September 30, 2017 (Unaudited)		26,354,936		$	26,355		$	2,841,991	$	(4,024,108	)	$	(1,155,762	)

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

Table of Contents

Evergreen-Agra Global Investments, Inc.

Statements of Cash Flows

For the Nine Months Ended September 30,

(Unaudited)

	2017			2016

Cash Flows from Operating Activities
Net Income (loss)	$	(596,459	)	$	(967,163	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Officer stock-based compensation		210,000			866,994
Stock-based consulting and professional fees		78,000			-
Stock-based costs relating to terminated acquisitions		150,000			-
Depreciation of equipment		-			600
Increase (decrease) in interest payable		7,000			-
Increase (decrease) in accounts payable		17,501			30,583
Increase (decrease) in accounts payable - related parties		60,693			68,986
Net cash used in operating activities		(73,265	)		-

Net cash used in investing activities		-			-

Net cash provided by financing activities
Proceeds from private placement		50,000			-
Proceeds from short term loan		28,000			-
Net cash provided by financing activities		78,000			-

Net Increase (Decrease) in Cash		4,735			-
Cash and cash equivalents at beginning of period		-			-
Cash and cash equivalents at end of period	$	4,735		$	-

Supplemental Cash Flow Information:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-

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

Table of Contents

EVERGREEN-AGRA GLOBAL INVESTMENTS, INC.

Notes to Financial Statements

For The Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

NOTE 1. NATURE OF OPERATIONS

Description of Business and History

Evergreen-Agra Global Investments, Inc. (hereinafter referred to as the “Company”) was incorporated on June 13, 2008 by filing Articles of Incorporation under the Nevada Secretary of State. The Company was incorporated under the name AMF Capital Group, Inc. In June 2009, the Company changed its name to Blackrock Resources, Inc. In January 2010, the Company changed its name to Artepharm Global Corp. Effective July 20, 2011, the Company changed its name to Sharprock Resources Inc. Effective October 23, 2013 the Company changed its name to Evergreen-Agra, Inc. Effective June 23, 2017, the Company changed its name to Evergreen-Agra Global Investments, Inc. During the Company’s quarter ended September 30, 2011, the Company shifted its focus from mineral exploration to organic veterinary medical products. In the quarter ended December 31, 2013, the Company shifted its focus to medical marijuana coincident with its acquisition of Evergreen Systems effective November 19, 2013. In May 2017, the Company announced plans to register the Company as a closed ended fund to invest in public companies within the cannabis sector. The Company re-registered the corporation in the State of Delaware on September 27, 2017.

NOTE 2. GOING CONCERN UNCERTAINTY

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. At September 30, 2017, the Company had negative working capital of $1,155,762. Further, the Company has had no revenues since the change in control transaction on November 19, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations. Management has plans to seek additional capital through a private placement of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they may not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation. Operating results for the three and nine months periods ended September 30, 2017 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2017. The notes to the financial statements should be read in conjunction with the notes to the financial statements contained in the Company’s Form 10-K for the year ended December 31, 2016.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are expressed in U.S. dollars.

Use of Estimates

In preparing the financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Table of Contents

Cash and Cash Equivalents

The Company considers all highly liquid instruments with original maturities of three months or less when acquired to be cash equivalents. We had cash and cash equivalents of $4,735 and $0 at September 30, 2017 and December 31, 2016, respectively. .

Equipment

Equipment is stated at historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, generally ranging from three to five years.

Stock-Based Compensation

Stock-based compensation is accounted for at estimated fair value in accordance with Accounting Standards Codification 718, “Compensation – Stock Compensation.”

Income Taxes

The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax assets benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these consolidated financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

Income (Loss) Per Common Share

The Company reports net income (loss) per share in accordance with provisions of the FASB. The provisions require dual presentation of basic and diluted income (loss) per share. Basic net income (loss) per share excludes the impact of common stock equivalents. Diluted net income (loss) per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. For the periods presented, there were no common stock equivalents outstanding.

Fair Value of Financial Instruments

Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of September 30, 2017 and December 31, 2016. The Company’s financial instruments consist of cash, accounts payable, and short term loan payable. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.

Reclassification

Certain 2016 expense amounts have been reclassified to conform to the current year’s presentation.

Recent Accounting Pronouncements

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

Table of Contents

NOTE 4. ACCOUNTS PAYABLE

Accounts payable at September 30, 2017 and December 31, 2016 consists of:

	September 30, 2017		December 31, 2016
Former law firms	$	486,731	$	478,545
Former audit firms		7,625		7,625
Other service providers		97,887		88,572
Total	$	592,243	$	574,742

At September 30, 2017, $155,922 of the total $592,243 accounts payable is denominated in Canadian Dollars. These accounts payable were translated to United States Dollars using the September 30, 2017 exchange rate of $0.79942.

At December 31, 2016, $145,273 of the total $574,742 accounts payable is denominated in Canadian Dollars. These accounts payable were translated to United States Dollars using the December 31, 2016 exchange rate of $0.74482.

The above accounts payable represent amounts primarily recorded in the records of Sharprock Resources, Inc. prior to the change in control transaction on November 19, 2013. Current management of the Company disputes these recorded liabilities.

NOTE 5. ACCOUNTS PAYABLE – RELATED PARTIES

Accounts payable – related parties at September 30, 2017 and December 31, 2016 consists of:

Herminder Rai, chief financial officer of the Company from April 12, 2012 to September 21, 2013 and director of the Company from May 8, 2012 to March 11, 2014		61,579		57,482

Sam Sangha, brother of Harpreet Sangha		124,452		115,951

Rene Hamouth, chief executive officer of the Company from September 1, 2013 to July 17, 2014, director of the Company from September 1, 2013, and Chairman of the Board of Directors of the Company from July 17, 2014		40,619		12,956

Craig Alford, director of the Company from October 14, 2011 to September 1, 2013		251,807		234,609
Total	$	533,336	$	472,643

At September 30, 2017, $484,189 of the total $533,336 accounts payable – related parties is denominated in Canadian Dollars. These accounts payable were translated to United States Dollars using the September 30, 2017 exchange rate of $0.79942.

At December 31, 2016, $451,118 of the total $472,643 accounts payable – related parties is denominated in Canadian Dollars. These accounts payable were translated to United States Dollars using the December 31, 2016 exchange rate of $0.74482.

NOTE 6. SHORT TERM LOAN PAYABLE

On July 20, 2017, the Company borrowed $28,000 from an investor and agreed to pay back in $35,000 on August 31, 2017. The Company did not pay this short-term loan yet and the loan is in default.

Table of Contents

NOTE 7. COMMON STOCK ISSUANCES

Issuances in 2016

On February 25, 2016, the Company issued 17,339,889 shares of its common stock to Matthew Rhoden pursuant to an Executive Agreement between the Company, Matt Rhoden (the “Executive”) and Rene Hamouth (the “Principal Shareholder”) dated January 4, 2016. The agreement provided for the employment of the Executive as Chief Executive Officer of the Company for a period of 5 years, unless sooner terminated by the Board of Directors. The agreement also provided for the Executive and Principal Stockholder to vote together on all matters presented to the shareholders for vote and for each to grant the other a right of first refusal on shares owned by each during the term of the agreement. The $866,994 estimated fair value of the 17,339,889 shares of Company common stock was charged to “Officer compensation” in the statement of operations for the three months ended March 31, 2016. The 17,339,889 shares of Company common stock were returned to the Company and cancelled on January 13, 2017 due to Mr. Rhoden’s resignation as chief executive officer and director at the Company on January 12, 2017.

On September 1, 2016, the Company sold 55,000 shares of its common stock at a price of $0.60 per share to an investor in a private placement. The $33,000 proceeds were paid to Rene Hamouth and recorded as a reduction in the Company’s liability to Mr. Hamouth (see Note 5).

Issuances in 2017

On January 13, 2017, the 17,339,889 shares of Company common stock issued to Matthew Rhoden on February 25, 2016 (see above) were returned to the Company and cancelled due to the resignation of Matthew Rhoden as chief executive officer and director of the Company on January 12, 2017.

On March 1, 2017, the Company issued 25,000 shares of its common stock to its law firm for services rendered. The $15,000 estimated fair value of the 25,000 shares of Company common stock was charged to “Professional fees” in the statement of operations for the three months ended March 31, 2017.

On March 7, 2017, the Company issued 250,000 shares of its common stock to Jonas LaForge in connection with contemplated transactions with Green – Era Consulting and Med – Care Advisors. The conditions for closing were not completed and the Company has requested Mr. LaForge return the 250,000 shares for cancellation. The $150,000 estimated fair value of the 250,000 shares of Company common stock was charged to “Stock-based costs related to terminated acquisitions” in the statement of operations for the three months ended March 31, 2017.

On May 23, 2017, the Company sold 83,334 shares of its common stock at a price of $0.60 per share to an investor in a private placement. The $50,000 proceeds were used to pay Company liabilities and expenses.

On June 27, 2017, the Company issued 105,000 shares of its common stock to Arthur Porcari for consulting services. The $63,000 estimated fair value of the 105,000 shares of Company common stock was charged to “Consulting fees” in the statement of operations for the three months ended June 30, 2017.

On August 9, 2017, the Company issued 350,000 shares of its common stock to Rene Hamouth, Chairman of the Board of Directors of the Company from July 17, 2014, for services rendered. The $210,000 estimated fair value of the 350,000 shares of Company’s common stock was charged to “Officer stock-based compensation” in the statement of operations for the three months ended September 30, 2017.

NOTE 8. INCOME TAXES

The Company has generated taxable losses for the periods presented. Accordingly, no provisions for income taxes have been recorded.

Table of Contents

The Company’s effective tax rate differs from the United States Federal income tax rate as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016

Corporate Federal income tax at 35%	$	(112,615	)	$	167		$	(208,761	)	$	(338,507	)
Non-deductible officer stock-based compensation		73,500			-			73,500			303,448
Non-deductible stock-based consulting and professional fees		-			-			27,300			-
Non-deductible stock-based costs related to terminated acquisitions		-			-			52,500			-
Non-deductible (non-taxable) foreign exchange (gain) loss		8,315			(2,723	)		15,454			11,486
Change in valuation allowance		30,800			2,556			40,007			23,573
Provision for Income Taxes	$	-		$	-		$	-		$	-

At September 30, 2017, the Company has net operating loss carryforwards which expire from 2028 to 2037. The deferred tax asset relating to these net operating loss carryforwards has been fully reserved for at September 30, 2017 since management’s assessment has not yet determined it to be more likely than not that the net operating loss carryforwards will be realized.

Current United States income tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

NOTE 9. LEASE COMMITMENT

The Company uses premises provided by its Chairman of the Board of Directors under a Lease Agreement effective January 1, 2017. The agreement has a term of one year and provides for rent of $3,000 per month. For the three and nine months ended September 30, 2017 and 2016, rent expense was $9,000, $27,000, $0 and $0, respectively.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our most recent audited financial statements which are included in the Form 10-K for the year ended December 31, 2016, and the related notes to such financial statements. This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of our report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. We have yet to generate revenues to achieve profitability.

Plan of Operations

At September 30, 2017, the Company had negative working capital of $1,155,762. Further, the Company has had no revenues since the change in control transaction on November 19, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On July 20, 2017, the Company borrowed $28,000 from an investor and agreed to pay back in $35,000 on August 31, 2017. The Company did not pay this short-term loan yet and the loan is in default.

The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations going forward. In the absence of such financing, our business plan will fail. Even if we are successful in obtaining equity financing, there is no assurance that we will obtain the funding necessary to pursue our business plan. If we do not continue to obtain additional financing going forward, we will be forced to re-evaluate or abandon our plan of operations.

Table of Contents

Results of Operations

Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016

For the three months ended September 30, 2017 and 2016, we had no revenues. Total operating expenses increased $315,231 from a gain of $476 in 2016 to $314,755 in 2017. Stock-based compensation increased $210,000 from $0 in 2016 to $210,000 in 2017. General and administrative expenses increased $73,696 from $7,303 in 2016 to $80,999 in 2017 due to higher consulting and professional fees and other general and administrative expenses in 2017 as a result of our effort to bring back the business. Consulting fee was increased $26,573 from $0 to $26,573 in 2017. Professional fee was increased $10,433 from $6,017 in 2016 to $16,450 in 2017. Other general and administrative expenses was increased in $36,690 from 1,286 in 2016 to $37,976 in 2017. Foreign exchange loss increased $31,535 from a gain of $7,779 in 2016 (resulting from an increase in the Canadian Dollar exchange rate used to translate our liabilities denominated in Canadian Dollars to United States Dollars) to a loss of $23,756 in 2017 (resulting from a decrease in the Canadian Dollar exchange rate).

Interest expense increased from $0 in 2016 to $7001 in 2017 resulted from a short-term loan borrowed in 2017.

Net loss increased $322,232 from a net gain of $476 in 2016 to a net loss of $321,756 in 2017. The increase was due to the $210,000 increase in stock-based compensation, $73,696 increase in general and administrative expenses and $7,001 increase in interest expense explained above.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

For the nine months ended September 30, 2017 and 2016, we had no revenues. Total operating expenses decreased $527,705 from $967,163 in 2016 to $439,458 in 2017. Total stock-based compensation decreased $578,994 from $866,994 in 2016 as a result of the issuance of 17,339,889 shares of Company common stock to Matthew Rhoden on February 25, 2016 pursuant to an Executive Agreement dated January 4, 2016 to $288,000 in 2017. General and administrative expenses increased $39,954 from $67,351 in 2016 to $107,305 in 2017. Among increased general and administrative expenses, rent expense increased $27,000 in 2017 compared $0 in 2016, other general and administrative expenses was increased in $29,060 from 8,222 in 2016 to $37,282 in 2017. Foreign exchange loss increased $11,335 from a loss of $32,818 in 2016 (resulting from a decrease in the Canadian Dollar exchange rate used to translate our liabilities denominated in Canadian Dollars to United States Dollars) to a loss of $44,153 in 2017 (resulting from a decrease in the Canadian Dollar exchange rate).

Stock-based costs relating to terminated acquisitions of Green-Era Consulting and Med-Care Advisors was $150,000 in 2017 compared to $0 in 2016. Interest expense increased from $0 in 2016 to $7001 in 2017 resulted from a short-term loan borrowed in 2017.

Net loss decreased $370,704 from a net loss of $967,163 in 2016 to a net loss of $596,459 in 2017. The decrease was due to the $578,994 decrease in stock-based compensation, offset by $39,954 increase in general and administrative expenses, $11,335 increase in foreign exchange loss, $150,000 increase in stock-based terminated acquisition cost and $7,001 increase loan interest explained above.

Liquidity and Capital Resources

We had a working capital deficit of $1,155,762 at September 30, 2017. At both September 30, 2017 and December 31, 2016, we had $4,735 and $0 cash or cash equivalents, respectively. Most of our general and administrative expenses paid in 2017 and 2016 were paid directly by or on behalf of our Chairman of the Board of Directors.

Table of Contents

On July 20, 2017, the Company borrowed $28,000 from an investor and agreed to pay back in $35,000 on August 31, 2017. The Company did not pay this short-term loan yet and the loan is in default.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable because we are a smaller reporting company.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Mr. Rene Hamouth, our Chairman and Chief Executive Officer, and Todd Hazlewood, our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a15(e) of the exchange Act) as of September 30, 2017. Based on this evaluation, our chairman and chief executive officer and our chief financial officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2016, due to the deficiencies in our internal control over financial reporting, as reported in our Annual Report on Form 10-K for our year ended December 31, 2016, which deficiencies have not been remedied.

No Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We currently are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.

Item 1A. Risk Factors

Not applicable because we are a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

Not applicable.

Item 5. Other Information

None

Table of Contents

Item 6. Exhibits

Exhibit No.		Description

3.1		Articles of Incorporation ⁽¹⁾
3.2		Bylaws ⁽¹⁾
3.3		Certificate of Amendment as filed with the Nevada Secretary of State, effective as of November 13, 2009 ⁽²⁾
3.4		Certificate of Change as filed with the Nevada Secretary of State, filed December 1, 2010 ⁽³⁾
3.5		Certificate of Correction as filed with the Nevada Secretary of State, filed December 2, 2010 ⁽³⁾
3.6		Certificate of Amendment as filed with the Nevada Secretary of State, effective as of February 24, 2011 ⁽⁴⁾
3.7		Articles of Merger as filed with the Nevada Secretary of State, effective as of July 20, 2011 ⁽⁵⁾
10.1		Share Purchase Agreement, dated February 3, 2012, among Sharprock Resources Inc., Credence Holdings Limited, Union Mining Holding Limited, and two individuals who are the beneficial owners of the entire share capital of Union. ⁽⁶⁾
10.2		Consulting Contract between the Company and Craig Alford, dated July 1, 2011 ⁽⁷⁾
10.3		Letter Agreement between the Company and Resource Energy Development, Inc., dated October 11, 2011 ⁽⁷⁾
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934 , as amended ⁽⁸⁾
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934 , as amended ⁽⁸⁾
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ⁽⁸⁾

Notes
(1)	Incorporated by reference from our Registration Statement on Form S-1, filed with the SEC on September 5, 2008.
(2)	Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on March 3, 2010.
(3)	Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on December 17, 2010.
(4)	Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on March 2, 2011.
(5)	Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on July 20, 2011.
(6)	Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on February 9, 2012.
(7)	Incorporated by reference from our Annual Report on Form 10-K, filed with the SEC on April 16, 2012.
(8)	Filed herewith.

SIGNATURES

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

	Evergreen-Agra Global Investments, Inc.

Date: November 28, 2017	By:	/s/ Rene Hamouth
		Rene Hamouth
		Chairman of the Board and a Director

Boards:

Quotes:

Boards

News

Market Data

Markets

Discover

Your Recent History