10-Q 1 ggi_10q.htm QUARTERLY REPORT Quarterly Report

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, 2012


OR


[   ]

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



COMMISSION FILE NUMBER: 000-50196


GREEN GLOBAL INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of Incorporation or Organization)

90-0866368

(I.R.S. Employer Identification No.)


2200 Lucien Way, Suite 350
Maitland, FL 32751

(Address of principal executive offices)

32751

(Zip Code)


(407) 875-9989

(Registrant’s telephone number, including area code)


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


Indicate by check mark whether the registrant (1) has filed all reports 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  ý  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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ý  No ¨ (Not required)


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one).


Large accelerated filer

£

 

Accelerated filer

£

Non-accelerated filer

£

 

Smaller reporting company

ý

(Do not check if smaller reporting company)

 

 

 

 


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

Indicated the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.  57,421,330 shares of common stock are issued and outstanding as of November 2, 2012.





TABLE OF CONTENTS


 

 

Page No.

 

PART I. - FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements.

3

Item 2.

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

17

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

21

Item 4.

Controls and Procedures.

21

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings.

22

Item 1A.

Risk Factors.

22

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

22

Item 3.

Defaults Upon Senior Securities.

22

Item 4.

Mine Safety Disclosures.

22

Item 5.

Other Information.

22

Item 6.

Exhibits.

22


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION


Certain statements in this report contain or may contain forward-looking statements.  These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should,” “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy.  These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements.  These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements.  These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors.  Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this annual report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2011 appearing under Part I., Item 1. Description of Business - Risk Factors.  We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K.  Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.


OTHER PERTINENT INFORMATION


Unless otherwise specifically stated, all reference to “us,” “our,” “we,” or the “Company” are to Green Global Investments, Inc., a Florida corporation, and our subsidiaries CommerCenters LLC (“CC”), a Florida limited liability company; LivingVentures LLC (“LVL”), a Florida limited liability company; CommerCenters EB5 Regional Center Investments, LLC (“CCEB”), a Florida limited liability company; 2040177 Ontario Limited (“ICMS-Canada”), an Ontario corporation; International Care Management Services Ltd. (“ICMS-US”), a Washington corporation; and GGI (Asia) Limited, a company formed under the laws of Hong Kong.





2



PART 1 - FINANCIAL INFORMATION


Item 1.

Financial Statements.


GREEN GLOBAL INVESTMENTS, INC.

AND SUBSIDIARIES



CONTENTS


 

CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011 (UNAUDITED).

 

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, OF 2012 AND 2011 (UNAUDITED).

 

STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY FOR THE YEAR ENDED DECEMBER 31, 2011 AND NINE MONTHS ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011 (UNAUDITED).

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).

 




3




GREEN GLOBAL INVESTMENTS, INC. AND SUBSIDIAIRIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)


 

 

As of

 

 

As of

 

  

 

September 30,

2012

 

 

December 31,

2011

 

  

   

                        

 

   

                        

 

ASSETS

 

 

 

 

 

 

  

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$

28,286

 

 

$

54,978

 

Restricted Cash

 

 

-

 

 

 

173,750

 

Accounts Receivable

 

 

246,668

 

 

 

234,922

 

Deferred Charges

 

 

84,284

 

 

 

3,758

 

Deposits and Other Assets

 

 

232,920

 

 

 

2,446

 

Inventories

 

 

-

 

 

 

169,154

 

Total Current Assets

 

 

592,158

 

 

 

639,008

 

  

 

 

 

 

 

 

 

 

Other Assets

 

 

 

 

 

 

 

 

Bank in Trust

 

 

326,704

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Fixed Assets, net

 

 

13,466

 

 

 

28,240

 

Goodwill

 

 

2,131,437

 

 

 

-

 

Total Assets

 

$

3,063,765

 

 

$

667,248

 

  

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Bank Loans

 

$

294,994

 

 

$

341,143

 

Notes Payable

 

 

672,092

 

 

 

-

 

Notes Payable - Related Party

 

 

-

 

 

 

855,392

 

Shareholders’ Advances

 

 

506,610

 

 

 

-

 

Amount Due to Affiliates

 

 

230,183

 

 

 

-

 

Accounts Payable and Accrued Expenses

 

 

508,702

 

 

 

246,847

 

Accounts Payable - Shares to be Issued

 

 

250,000

 

 

 

-

 

Taxation

 

 

-

 

 

 

3,410

 

Total Current Liabilities

 

 

2,462,581

 

 

 

1,446,792

 

 

 

 

 

 

 

 

 

 

Other Liability

 

 

 

 

 

 

 

 

Trust Fund Held

 

 

326,704

 

 

 

-

 

Total Liabilities

 

 

2,789,285

 

 

 

1,446,792

 

 

 

 

 

 

 

 

 

 

Stockholders' (Deficit) Equity

 

 

 

 

 

 

 

 

Preferred Stock, $0.001 par value, 10,000,000 shares
Authorized, None Issued and Outstanding

 

 

-

 

 

 

-

 

Common Stock, $0.001 par value; 100,000,000 shares
Authorized, 57,421,330 and 24,580,000 shares
as of September 30,2012 and December 31,2011 respectively

 

 

57,421

 

 

 

24,580

 

Additional Paid-in Capital

 

 

2,060,656

 

 

 

684,483

 

Accumulated Other Comprehensive Loss

 

 

65

 

 

 

(2,872

)

Deficit

 

 

(1,714,402

)

 

 

(1,485,735

)

Total Stockholders' (Deficit) Equity

 

 

403,740

 

 

 

(779,544

)

Non-controlling Interests

 

 

(129,260

)

 

 

-

 

  

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' (Deficit) Equity

 

$

3,063,765

 

 

$

667,248

 


See accompanying notes to financial statements



4




GREEN GLOBAL INVESTMENTS, INC. AND SUBSIDIAIRIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


 

 

For the three months ended

September 30,

 

 

For the nine months ended

September 30,

 

  

 

 

 

 

Restated

 

 

 

 

 

Restated

 

  

 

2012

 

 

2011

 

 

2012

 

 

2011

 

  

   

                        

 

   

                        

 

   

                        

 

   

                        

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

142,197

 

 

$

-

 

 

$

142,197

 

 

$

-

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue

 

 

(3,841

)

 

 

-

 

 

 

(3,841

)

 

 

-

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

138,356

 

 

 

-

 

 

 

138,356

 

 

 

-

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional Fees

 

 

34,335

 

 

 

18,448

 

 

 

162,845

 

 

 

27,684

 

Salary Expense

 

 

129,187

 

 

 

-

 

 

 

220,800

 

 

 

4,400

 

General and Administrative

 

 

80,974

 

 

 

4,605

 

 

 

219,010

 

 

 

8,935

 

Total Operating Expenses

 

 

244,496

 

 

 

23,053

 

 

 

602,655

 

 

 

41,019

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from Operations

 

 

(106,140

)

 

 

(23,053

)

 

 

(464,299

)

 

 

(41,019

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Interest Expense

 

 

(13,192

)

 

 

(3,142

)

 

 

(18,292

)

 

 

(11,139

)

Total Other Loss

 

 

(13,192

)

 

 

(3,142

)

 

 

(18,292

)

 

 

(11,139

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss on Continuing Operations

 

 

(119,332

)

 

 

(26,195

)

 

 

(482,591

)

 

 

(52,158

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from Operations of Discontinued Subsidiaries

 

 

-

 

 

 

(51,540

)

 

 

(192,258

)

 

 

(190,249

)

Loss on Disposal of Discontinued Subsidiaries

 

 

-

 

 

 

-

 

 

 

(748,247

)

 

 

-

 

Net Loss on Discontinuing Operations

 

 

-

 

 

 

(51,540

)

 

 

(940,505

)

 

 

(190,249

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss before Provision for Income Taxes

 

 

(119,332

)

 

 

(77,735

)

 

 

(1,423,096

)

 

 

(242,407

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss after Taxes

 

 

(119,332

)

 

 

(77,735

)

 

 

(1,423,096

)

 

 

(242,407

)

Net Loss, Attributable to Non-controlling Interests

 

 

(1,003

)

 

 

-

 

 

 

40,210

 

 

 

-

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss after Taxes and Non-controlling Interests

 

$

(120,335

)

 

$

(77,735

)

 

$

(1,382,886

)

 

$

(242,407

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss Per Share - Basic and Diluted

 

$

(0.00

)

 

$

(0.00

)

 

$

(0.02

)

 

$

(0.01

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Shares Outstanding During the Period - Basic and Diluted

 

 

48,558,969

 

 

 

24,580,000

 

 

 

36,966,147

 

 

 

24,580,000

 


See accompanying notes to financial statements




5




GREEN GLOBAL INVESTMENTS, INC. AND SUBSIDARIES

STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2011 AND NINE MONTHS ENDED SEPTEMBER 30, 2012

(Unaudited)


 

 

Blank check

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$0.001 Par Value

 

 

$0.001 Par Value

 

 

Additional

 

 

 

 

 

Other

 

 

 

 

 

Stockholders

 

 

 

Number of

 

 

 

 

 

Number of

 

 

 

 

 

Paid-in

 

 

Subscription

 

 

Comprehensive

 

 

Accumulated

 

 

(Deficit)

 

 

 

shares

 

 

Amount

 

 

shares

 

 

Amount

 

 

Capital

 

 

Receivables

 

 

Income / (Loss)

 

 

Deficit

 

 

Equity

 

Balance, December 31, 2010, Consolidated

  

 

-

 

  

$

-

 

  

 

24,580,000

 

  

$

24,580

 

  

$

684,483

 

  

$

-

 

  

$

(539

)

  

$

(1,023,539

)

  

$

(315,015

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss for the Year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(462,196

)

 

 

(462,196

)

Foreign Currency Translation Loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

(2,333

)

 

 

-

 

 

 

(2,333

)

Balance, December 31, 2011, Consolidated

 

 

-

 

 

 

-

 

 

 

24,580,000

 

 

 

24,580

 

 

 

684,483

 

 

 

-

 

 

 

(2,872

)

 

 

(1,485,735

)

 

 

(779,544

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss for the Period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,423,096

)

 

 

(1,423,096

)

Loss Written Back on Disposal of a Subsidiary

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,872

 

 

 

1,194,429

 

 

 

1,197,301

 

Foreign Currency Translation Gain

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

65

 

 

 

-

 

 

 

65

 

Share Issuance

 

 

-

 

 

 

-

 

 

 

32,841,330

 

 

 

32,841

 

 

 

1,376,173

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,409,014

 

Balance, September 30, 2012, Consolidated

 

 

-

 

 

$

-

 

 

 

57,421,330

 

 

$

57,421

 

 

$

2,060,656

 

 

$

-

 

 

$

65

 

 

$

(1,714,402

)

 

$

403,740

 


See accompanying notes to financial statements




6




GREEN GLOBAL INVESTMENTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


 

 

For the nine months ended

September 30,

 

 

 

2012

 

 

2011

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net Loss

 

$

(1,423,096

)

 

$

(242,407

)

Adjustments to Reconcile Net Loss to
Net Cash Provided by (Used in) Operations

 

 

 

 

 

 

 

 

Post Acquisition Losses Attributable to Non-controlling Interest

 

 

(40,210

)

 

 

-

 

Loss on Discontinued Operations

 

 

940,505

 

 

 

-

 

Depreciation and Amortization

 

 

771

 

 

 

8,740

 

Change in Operating Assets and Liabilities

 

 

 

 

 

 

 

 

Decrease in Restricted Cash

 

 

173,750

 

 

 

87,636

 

(Increase)Decrease in Accounts Receivable

 

 

(11,746

)

 

 

289,743

 

(Increase) in Deferred Charges

 

 

(80,526

)

 

 

(16,066

)

(Increase) in Deposits and Other Assets

 

 

(230,474

)

 

 

(120,259

)

Decrease in Inventories

 

 

169,154

 

 

 

36,454

 

(Increase) in Bank in Trust

 

 

(326,704

)

 

 

-

 

Increase (Decrease) in Accounts Payable and Accrued Expenses

 

 

261,856

 

 

 

(157,662

)

(Increase)in Liabilities Due to Acquisition of Subsidiaries

 

 

(825,853

)

 

 

-

 

Decrease in Liabilities Due to Disposal of a Subsidiary

 

 

281,833

 

 

 

-

 

Net Cash Used in Operating Activities

 

 

(1,110,740

)

 

 

(113,821

)

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

Purchase of Fixed Assets

 

 

-

 

 

 

(3,775

)

Net Cash Used in Investing Activities

 

 

-

 

 

 

(3,775

)

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

(Repayment) of Bank Loans

 

 

(46,149

)

 

 

(109,349

)

Proceeds of Notes Payable

 

 

672,092

 

 

 

-

 

Proceeds of Trust Fund Held

 

 

326,704

 

 

 

-

 

(Repayment) Proceeds of Notes Payable-Related Party

 

 

(855,392

)

 

 

302,857

 

Proceeds from Shareholders’ Advances

 

 

506,610

 

 

 

-

 

Amount due to Affiliates

 

 

230,183

 

 

 

-

 

Proceeds from Accounts Payable- Shares to be Issued

 

 

250,000

 

 

 

-

 

(Repayment) of Other Loans

 

 

-

 

 

 

(33,882

)

Net Cash Provided by Financing Activities

 

 

1,084,048

 

 

 

159,626

 

 

 

 

 

 

 

 

 

 

Net Increase in Cash Prior to Effect of
Foreign Currency Transactions

 

 

(26,692

)

 

 

42,030

 

Foreign Currency Exchange Rate on Cash Effect

 

 

-

 

 

 

(482

)

 

 

 

 

 

 

 

 

 

Net (Decrease)Increase in Cash

 

 

(26,692

)

 

 

41,548

 

Cash at Beginning of Period

 

 

54,978

 

 

 

105,426

 

Cash at End of Period

 

$

28,286

 

 

$

146,974

 


The Company paid $11,247 interest during nine months in 2012 and paid $7,553 for interest nine months in 2011 respectively. The Company did not pay taxes in 2012 and 2011.


The Company has acquired subsidiaries during the nine months ended September 30, 2012. The acquisitions were settled by an issuance of common shares and cash.


The Company has also disposed of a subsidiary during the nine months ended September 30, 2012. The disposal had no cash forming part of the consideration.


See accompanying notes to financial statements



7



GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND 2011

(UNAUDITED)




NOTE 1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION


(A)

 Organization


Green Global Investments, Inc. ("GGI"), formerly known as China Renewable Energy Holdings, Inc. (“CREH”), was incorporated under the laws of the State of Florida on December 17, 1999.  Name change was filed and became effective on September 27, 2011.  GGI was originally organized to provide business services and financing to emerging growth entities involved in energy projects, and later redirected its business focus to market and to distribute energy-efficient products in China.


GGI (Asia) Limited (“GGIA”), a wholly owned subsidiary of GGI, formerly known as C B Resources Limited (“CBRL”), was incorporated on July 6, 2010 under the laws of Hong Kong, China.  The company was organized to build critical strategic relationships in the Asian capital markets, which will, in turn, provide funding for future investment projects to be undertaken by the Company.


CommerCenters, LLC (“CC”) was incorporated under the laws of the State of Florida on September 6, 2007.  CC is a fully integrated, real estate investment and development firm, headquartered in Orlando, Florida, with clients and joint venture partners in properties located principally in Central Florida.  CC is a wholly owned subsidiary of GGI.


CommerCenters EB5 Regional Center Investments, LLC (“CCEB”), d/b/a Orlando EB5 Investments, is a Florida limited liability company formed in 2009 as a 50%-owned subsidiary of CC.  Orlando EB5 Investments was formed with the purpose of operating as a Regional Center through the United States Citizenship and Immigration Service’s EB5 program.  The EB5 program was established to act as an incentive for foreign investors to invest in business opportunities in the U.S.A. by granting the foreign investor a conditional visa upon investment, and a permanent visa if the underlying investment results in the creation of ten jobs within the U.S.A.


LivingVentures LLC (“LVL”), a wholly owned subsidiary of GGI, was formed on March 22, 2012 as a Florida limited company.  The company was formed for the carrying out of the operations of property and facility management.  The initial phase of operations was implemented through collaborating with other business partners, until the acquisitions of ICMS Canada and US were completed.


2040177 Ontario Limited (“ICMS-Canada”), a 90% owned subsidiary of GGI, was formed on January 30, 2004 as an Ontario corporation in Canada.  The company was formed for the carrying out of the operations of property and facility management under the trade name of “International Care Management Services” (“ICMS”) and was acquired on September 12, 2012.


International Care Management Services Ltd. (“ICMS-US”), a 90% owned subsidiary of GGI, was incorporated under the laws of the State of Washington on September 5, 2002.  The company was acquired on September 12, 2012 and continued its operations under the trade name of “LivingVenture Management.”


GGI and all of its subsidiaries, GGIA, CC, CCEB, LVL, ICMS-Canada, and ICMS-US, are hereafter referred to as the “Company”.


(B)

Discontinued Operations


On June 15, 2012, GGI entered into an agreement to sell the 100% shareholding in China Clean and Renewable Energy Limited (“CCRE”) to Power Pacific Holdings Limited, a British Virgin Islands corporation.  The transaction was structured as a sale of CCRE’s assets, and was completed on June 15, 2012.  CCRE’s assets in the transaction included its 100% shareholding in both of the Renewable Energy Enterprises (Shanghai) Co. Ltd (“REEC”) and the EEP Limited (“EEPL”).


China Clean and Renewable Energy Limited was incorporated under the laws of Hong Kong, China on April 19, 2006. CCRE was organized to provide consulting services on environmental protection projects in China.



8



GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND 2011

(UNAUDITED)




Renewable Energy Enterprises (Shanghai) Co. Ltd. was incorporated under the laws of the People’s Republic of China on February 27, 2008.  REEC was organized to provide renewable energy products and equipment in China.


EEP Limited was incorporated under the laws of Hong Kong, China on March 23, 2009.  EEPL was organized to market and distribute products and equipment that are environmentally friendly and energy-efficient in China.


The results of CCRE and its subsidiaries’ operations are presented as discontinued operations for all periods presented.  Prior period amounts have been recast for discontinued operations.  See NOTE 11 below for additional information on discontinued operations.


(C)

Basis of Presentation


The accompanying unaudited consolidated financial statements include the accounts of GGI, GGIA, CC, CCEB, LVL, ICMS-Canada, and ICMS-US.   As of September 30, 2012, both GGIA and LVL did not have any business transaction recorded.


The foregoing financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information necessary for the comprehensive presentation financial position and results of operations.


It is in the management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.


(D)

Use of Estimates


In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.  Actual results could differ from those estimates.


(E)

Cash and Cash Equivalents


For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.


(F)

Accounts Receivable


The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated credit risk by actively pursuing past due accounts.  As of September 30, 2012, there was no bad debt written off.


(G)

Concentrations of Credit Risk


Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and trade receivables.  The Company places its cash with high credit quality institutions.  At times such amounts may be in excess of the FDIC insurance limits.  The Company has not experienced any losses in such account and believes that it is not exposed to any significant credit risk on the account.  With respect to the trade receivables, most of the Company’s products are custom made pursuant to contracts with customers.  The Company performs ongoing credit evaluations of its customers’ financial condition and maintains allowances for potential credit losses.  Actual losses and allowances have historically been within management’s expectations.



9



GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND 2011

(UNAUDITED)




(H)

Earnings per Share


Basic and diluted net earnings per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC Topic 260  "Earnings per Share."   As of September 30, 2012 and 2011, respectively, there were no common share equivalents outstanding.


(I)

Income Taxes


The Company accounts for income taxes under FASB ASC Topic 740 “Income Taxes”.  Under Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


(J)

Property and Equipment


The Company values its property and equipment at cost and depreciates these assets using the straight-line method over their expected useful life.  The Company uses a three to seven-year life for its office equipment.


(K)

Business Segments


Following the recent acquisitions and disposal of its 100% shareholding in China Clean and Renewable Energy Limited (“CCRE”), the Company has determined that it has two reportable segments, one of property and facility management; and the other of real estate investment and development.


(L)

Revenue Recognition


The Company recognized revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104,  "Revenue Recognition". In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.


(M)

Recent Accounting Pronouncements


The Company has adopted all recently issued accounting pronouncements that are applicable to its operations.  The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.



NOTE 2.

ACQUISITION


On March 5, 2012 GGI entered into and closed a Membership Interest and Share Exchange Agreement (the “Agreement”) with CC, pursuant to which the Company acquired 100% of the outstanding units of CC from its members.  Under the terms of the agreement, the Company paid the selling members of CC by issuing the members 24,580,000 of its common shares.


The fair value of the consideration transferred consisted of the following:


Fair value of 24,580,000 shares issued

  

 

$

307,250

 




10



GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND 2011

(UNAUDITED)




On September 12, 2012 GGI entered into and closed the following two contracts with Mr. David B. Edwards, who was the owner of 100% of the issued and outstanding shares of all classes of stock of ICMS-Canada and ICMS-US:


Stock Exchange Agreement - under the terms and conditions of this agreement, GGI acquired 90% of the capital stock of ICMS-US from Mr. David Edwards.  In exchange for the 90% capital stock of ICMS-US, GGI would issue 7,315,000 of its common shares to Mr. Edwards.


The fair value of the consideration transferred consisted of the following:


 

Fair value of 7,315,000 shares issued

  

 

$

1,089,935

 


Stock Purchase Agreement - under the terms and conditions of this agreement, GGI acquired 1,100 of the total 1,223 shares of issued and outstanding voting common stock of ICMS-Canada from Mr. David Edwards for a cash purchase price of US$250,000.


The Company recorded the acquired tangible and identifiable intangible assets and liabilities assumed based on their estimated fair values.  The excess of the consideration transferred over the aggregate fair values of the assets acquired and liabilities assumed is recorded as goodwill.  The amount of goodwill recognized is primarily attributable to the operating synergies and business expansion expected to be realized through the acquisitions of CC, ICMS-Canada, ICMS-US and the business expertise of the acquired businesses.  The fair value assigned to identifiable intangible assets acquired was based on estimates and assumptions made by the management.


The estimated fair values of the assets acquired and liabilities assumed in the three acquisition transactions aforesaid are as follows:


 

 

CC Group

 

 

ICMS-Canada

 

 

ICMS-US

 

 

Total

 

Assets Acquired

 

                        

 

 

                        

 

 

                        

 

 

                        

 

Cash

   

$

37,759

 

   

$

230,422

 

   

$

2,450

 

   

$

270,631

 

Accounts Receivable

 

 

51,114

 

 

 

42,976

 

 

 

875

 

 

 

94,965

 

Other Current Assets

 

 

60,440

 

 

 

8,024

 

 

 

3,434

 

 

 

71,898

 

Deposits and Other Assets

 

 

162,669

 

 

 

-

 

 

 

-

 

 

 

162,669

 

Amount due from Affiliates

 

 

-

 

 

 

472,542

 

 

 

-

 

 

 

472,542

 

Furniture, Fixtures and Equipment, net

 

 

1,174

 

 

 

12,718

 

 

 

-

 

 

 

13,892

 

Total Assets Acquired

 

 

313,156

 

 

 

766,682

 

 

 

6,759

 

 

 

1,086,596

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities Assumed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

$

(7,874

)

 

$

(471,725

)

 

$

(5,242

)

 

 

(484,841

)

Notes Payable

 

 

(285,236

)

 

 

(99,275

)

 

 

(89,531

)

 

 

(474,042

)

Amount due to Affiliates

 

 

(228,734

)

 

 

-

 

 

 

(299,291

)

 

 

(528,025

)

Shareholder Advances

 

 

(103,951

)

 

 

-

 

 

 

(69,040

)

 

 

(172,991

)

Total Liabilities Assumed

 

 

(625,795

)

 

 

(571,000

)

 

 

(463,104

)

 

 

(1,659,899

)

Non-Controlling Interest

 

 

62,984

 

 

 

(19,568

)

 

 

45,635

 

 

 

89,051

 

Total Identifiable Liabilities

 

 

(249,655

)

 

 

176,114

 

 

 

(410,711

)

 

 

(484,253

)

Goodwill

 

 

556,905

 

 

 

73,886

 

 

 

1,500,646

 

 

 

2,131,437

 

Total Acquisition Price

 

$

307,250

 

 

$

250,000

 

 

$

1,089,935

 

 

$

1,647,185

 


The acquisitions allow GGI to diversify its business from marketing and distributing energy-saving products in China into the acquisition, development and operation of seniors housing properties in the United States.




11



GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND 2011

(UNAUDITED)




NOTE 3.

DISPOSAL


On June 15, 2012, GGI entered into an agreement to sell the 100% shareholding in China Clean and Renewable Energy Limited (“CCRE”) to Power Pacific Holdings Limited, a British Virgin Islands corporation.  The transaction was structured as a sale of CCRE’s assets, and was completed on June 15, 2012.  CCRE’s assets in the transaction included its 100% shareholding in both of the Renewable Energy Enterprises (Shanghai) Co. Ltd (“REEC”) and the EEP Limited (“EEPL”).


The accounting result of the disposal of CCRE and its subsidiaries is summarized as follows:


Cancellation of amount due from CCRE

$

36,687

Investment in CCRE, at cost

 

129,000

New note payable issued to CCRE

 

582,560

Loss on Disposal of Subsidiaries

$

748,247



NOTE 4.

UNAUDITED PRO FORMA FINANCIAL INFORMATION


The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company as if the acquisitions and disposal of CCRE did occur at the beginning of each of the reporting periods presented.  The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of each reporting period presented.


The unaudited pro forma financial information for the nine months ended September 30, 2012 combined the historical results of GGI and GGIA for the nine months ended September 30, 2012 as well as the historical results of CC and its subsidiaries, ICMS-Canada, and ICMS-US for the nine months ended September 30, 2012.  The results of CCRE and its subsidiaries’ operations are presented as discontinued operations for all periods presented; hence, not included in the pro forma financial information of the continuing business segment.  Prior period amounts have been recast for discontinued operations.


 

 

For the nine months ended

September 30,

 

  

 

2012

 

 

2011

 

Revenue

 

$

779,653

 

 

$

775,035

 

Cost of Revenue

 

 

-

 

 

 

-

 

Gross Profit

 

 

779,653

 

 

 

775,035

 

Total Operating Expenses

 

$

(1,204,087

)

 

$

(830,330

)

Loss from Operations

 

 

(424,434

)

 

 

(55,295

)

Other Income

 

 

 

 

 

 

 

 

Interest Expense

 

 

(32,007

)

 

 

(33,219

)

Net Loss on Continuing Operations

 

$

(456,441

)

 

$

(88,514

)

Discontinued Operations

 

 

 

 

 

 

 

 

Loss from Operations of Discontinued Subsidiaries

 

 

(192,258

)

 

 

(190,249

)

Loss on Disposal of Discontinued Subsidiaries

 

 

(748,247

)

 

 

-

 

Net Loss on Discontinuing Operations

 

$

(940,505

)

 

$

(190,249

)

Net Loss before Provision for Income Taxes

 

 

(1,396,946

)

 

 

(278,763

)

Provision for Income Taxes

 

 

-

 

 

 

-

 

Net Loss, Including Loss Profit Attributable to Non-controlling Interests

 

$

(1,396,946

)

 

$

(278,763

)

Net Profit, Attributable to Non-controlling Interests

 

 

59,692

 

 

 

88,438

 

Net Loss After Taxes

 

$

(1,337,254

)

 

$

(190,325

)

Net Loss Per Share - Basic and Diluted

 

$

(0.02

)

 

$

(0.01

)

  

 

 

 

 

 

 

 

 

Weighted Average Number of Shares Outstanding
During the Period - Basic and Diluted

 

 

57,421,330

 

 

 

24,580,000

 


There is no impact to the Company's tax provision for the nine months ended September 30, 2012 and 2011.



12



GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND 2011

(UNAUDITED)




NOTE 5.

PROPERTY, PLANT AND EQUIPMENT


As of September 30, 2012, property, plant, and equipment consist of the following:


 

 

Group

 

Estimated

Useful Life

Office Equipment

 

$

37,920

 

3-7 years

Less Accumulated Depreciation

 

 

24,454

 

  

 

 

$

13,466

 

  


Depreciation and amortization expense was $231 and $771 for the three months ended September 30, 2012 and 2011 respectively, and is included in General and Administrative expense in the accompanying Statements of Operations.



NOTE 6.

BANK LOANS


Bank loans payable as of September 30, 2012 consist of:


Note payable, United Midwest Savings Bank

 

$

49,660

 

Note payable, CNL Bank

 

 

245,334

 

  

 

$

294,994

 


The United Midwest Saving Bank note payable had an original balance of $200,141 and matured on February 25, 2012. At that time, it was extended for one year and paid down to a balance of $49,660. The note bears interest at the rate of 2.5% over the bank prime rate (currently 3.25%) but with a floor of 6.0%. The note is personally guaranteed by a principal of the Company. As the Company considers this a demand note instrument, it is reflected in its consolidated balance sheet as a current liability.


The CNL Bank note payable is a demand note providing for a line of credit of up to $250,000, principally intended to fund the operations of the Orlando EB5 Investments subsidiary. It bears interest at the rate of 7.0%. This note is also personally guaranteed by a principal of the Company as well as its subsidiary, Orlando EB5 Investments. Certain interest incurred on the line of credit was reimbursed to the Company by this subsidiary ($7,144 in 2011).  As this instrument is a demand note, it is also reflected in its consolidated balance sheet as a current liability.



NOTE 7.

NOTES PAYABLE


As part of the terms in the sale of assets agreement stated in NOTE 3 above, GGI agreed to issue a 3-year, unsecured note, in the amount of $582,560, payable to CCRE. The note bears an annual interest at a rate of 4%.  Under the terms of the note, GGI shall pay the accrued interest yearly and repay the principle of the note on June 15, 2015.


On March 3, 2011, ICMS-Canada assumed the responsibility to support a principal shareholder to purchase the 15% shareholding in both ICMS-Canada and ICMS-US from Mancal Lifestyles Inc., an Alberta incorporated corporation. An unsecured promissory note in the amount of $127,142, bearing an annual interest rate 7.5% and with a maturity date of July 31, 2014, was created by ICMS-Canada and accepted by Mancal Lifestyles Inc.  The outstanding balance of the principal portion as of September 30, 2012 amounted to $89,532.




13



GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND 2011

(UNAUDITED)




NOTE 8.

RELATED PARTY TRANSACTIONS


The Company has received non-interest bearing advances from time to time from its principals. Such advances are used to fund an acquisition and operating costs, such as payroll and benefits and amounted to $506,610 at September 30, 2012.


On December 31, 2011, the Company divested its 80% interest in Realvest Development LLC through a transaction whereby its interest was transferred to a principal of the Company who had previously held such interest.  As of September, 2012, the company owed to this former subsidiary $230,183, included as due to affiliates in the accompanying consolidated balance sheet.  Realvest Development, LLC and the principal (as guarantor) will remain obligated under a note of agreement with a bank that substantially provided this funding to CommerCenters.



NOTE 9.

SUBSEQUENT EVENTS


There was no significant event outstanding subsequent to September 30, 2012.



NOTE 10.

COMMITMENTS


In 2010, the Company’s Orlando EB5 Investments subsidiary entered into a joint venture agreement with American Dream Fund (“ADF”), of Los Angeles, California.  ADF owns and operates Regional Centers in Los Angeles, California; Las Vegas, Nevada; and Portland, Oregon. The agreement runs through May 2013 and can be extended at the agreement of both parties for a mutually agreed upon period. The agreement does not create a separate legal entity, but instead creates a marketing fund that will be initially funded by the Company and used by ADF to market investment opportunities in Asia related to the Company’s proposed Regional Center, as well as the existing Regional Centers of ADF. The Company committed $200,000 annually to the fund over a two-year period to cover marketing expenses in Asia. The terms of the agreement state that ADF and the Company will share a 25% profit participation, as defined in the agreement, in their respective projects commencing during the term of the agreement.


Amounts paid into the fund by the Company are to be reimbursed only in the event that projects are created from any of the Regional Centers.  A certain percentage of the administrative fee collected by the Regional Centers will be committed to the repayment of these amounts to the Company as well as the replenishment of the marketing fund.  In the event that the Agreement is not extended at its expiration date, the Company will continue to receive the reimbursement payments as described in the Agreement from projects created during the period of the agreement as well as subsequent to the expiration.  Because the Company bears the risk of loss associated with the Agreement and is not guaranteed reimbursement of the amounts funded, the amounts are expensed by the Company as incurred.





14



GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND 2011

(UNAUDITED)




NOTE 11.

SEGMENT REPORTING


ASC 280 - Segment Reporting establishes annual and interim reporting standards for an enterprise's business segments and related disclosures about its products, services, geographic areas and major customers. The method for determining what information to report is based upon the way management organizes the operating segments within the Company for making operating decisions and assessing financial performance.  The Company has determined that it has two reportable segments, one of property and facility management; and the other of real estate investment and development.  Revenue and other information for these segments are presented by grouping of similar products and services.


 

 

Three months

ended

 

 

Nine months

ended

 

 

 

September 30,

2012

 

 

September 30,

2012

 

  

 

                          

 

 

                          

 

Revenue from External Customers

   

 

 

 

   

 

 

 

Property and Facility Management

 

$

141,617

 

 

$

141,617

 

Real Estate

 

 

580

 

 

 

580

 

Total

 

$

142,197

 

 

$

142,197

 

  

 

 

 

 

 

 

 

 

Interest Expense

 

 

 

 

 

 

 

 

Property and Facility Management

 

$

177

 

 

$

177

 

Real Estate

 

 

13,015

 

 

 

18,115

 

Total

 

$

13,192

 

 

$

18,292

 


NOTE 12.

DISCONTINUED OPERATIONS


See Note 1 for a discussion of the Company’s discontinued operations. The operations for all periods of the discontinued CCRE and subsidiaries are summarized as follows:


 

 

Three months ended

September 30,

 

 

Nine months ended

September 30,

 

  

 

2012

 

 

2011

 

 

2012

 

 

2011

 

  

 

                          

 

 

                          

 

 

                          

 

 

                          

 

Revenue

   

$

-

 

   

$

1,263,203

 

   

$

2,112,909

 

   

$

3,607,972

 

Cost of Revenue

 

 

-

 

 

 

(1,129,737

)

 

 

(1,984,830

)

 

 

(3,276,112

)

Gross Profit

 

 

-

 

 

 

133,466

 

 

 

128,079

 

 

 

331,860

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

 

-

 

 

 

22,110

 

 

 

26,781

 

 

 

53,142

 

Salary expenses

 

 

-

 

 

 

61,709

 

 

 

136,997

 

 

 

202,187

 

General and administrative

 

 

-

 

 

 

71,874

 

 

 

97,785

 

 

 

195,210

 

Total Operating Expenses

 

 

-

 

 

 

155,693

 

 

 

261,563

 

 

 

450,539

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from Operations

 

 

-

 

 

 

(22,227

)

 

 

(133,484

)

 

 

(118,679

)

Other Income

 

 

-

 

 

 

248

 

 

 

3,778

 

 

 

10,344

 

Interest Income

 

 

-

 

 

 

77

 

 

 

15

 

 

 

266

 

Interest Expense

 

 

-

 

 

 

(29,638

)

 

 

(62,567

)

 

 

(82,182

)

Total other loss

 

 

-

 

 

 

(29,313

)

 

 

(58,774

)

 

 

(71,572

)

Net loss before provision for Income taxes

 

 

-

 

 

 

(51,540

)

 

 

(192,258

)

 

 

(190,251

)

Provision for Income Taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net Loss

 

$

-

 

 

$

(51,540

)

 

$

(192,258

)

 

$

(190,251

)



15



GREEN GLOBAL INVESTMENTS, INC. and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND 2011

(UNAUDITED)




NOTE 13.

GOING CONCERN


The Company sustained an accumulated net loss of $1,714,402 for the period from December 17, 1999 (inception) to September 30, 2012.  This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.








16





Item 2.

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


Overview


The Company is a smaller reporting Company as described by the Rules of the Securities and Exchange Commission Regulations.  For a further disclosure of the Company and its operations see Note 1 of the financial statements for the period ended September 30, 2012 included in this quarterly report on Form 10-Q as well as the Company’s annual report on Form 10-K for the year ended December 31, 2011.


Business


Green Global Investments, Inc. (GGI), formerly known as China Renewable Energy Holdings, Inc., was incorporated under the laws of the State of Florida on December 17, 1999.  


Initially, our focus was on providing consultancy and advisory services related to clean energy development projects in China.  Due to the competitive environment in clean energy consulting in China, our business focus shifted to formulating, marketing and distributing energy efficient and PC/ABS substitutable resin products in China.  Following the recent global economic recession, the Company exited this business in June 2012, as discussed more fully below.


Also during this period, the management of GGI developed a business structured around the capital markets in Asia.  In July 6, 2010, the Company formed a 100% subsidiary called C.B. Resources Limited (“CBRL”).  CBRL was later changed to be called GGI (Asia) Limited (“GGIA”).  GGIA’s main business is to build critical strategic relationships in the Asian capital markets, which in turn will provide funding for future investment projects to be undertaken by the Company.  A capital markets’ support business is, in management’s view, a less capital intensive but expandable business strategy for GGI in Asia.


As described below, the Company has fully re-focused its business strategies, following these events and the acquisitions of CommerCenters and International Care Management Services.  The Company’s capital markets and real estate expertise is now largely devoted to the growth of its seniors housing business.


Organization Change


On September 12, 2011, the Board of Directors adopted a resolution to amend Article I of the Company’s Articles of Incorporation to change the Company’s name to “Green Global Investments, Inc.”  The Board believes that the change of name was warranted given the change in the Company’s business focus so as to reflect the present direction and operations of the Company.  In connection with its new name, the Company’s stock symbol was successfully changed to “GGIX”.


In addition to changing the Company’s name, the Board also believed that it would be in the best interest of the Company and its shareholders to increase the number of persons eligible to serve on the Board of Directors from four to seven.  This will enable the Company to add directors of diverse backgrounds which will be beneficial to the Company.


As a result, the Board, pursuant to Article II, Section 3 of the Company’s Bylaws, authorized, effective as of September 26, 2011, the appointment of Don Mitchell, George Livingston and Geoff Hampson as directors to fill the vacancies created by the increase in the size of the Board. The addition of these new Directors to the Board is to help the Company to expand its business strategy and focuses.


Both resolutions were approved by a majority of the Shareholders by way of written consent.




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Acquisitions of CommerCenters, LLC and International Care Management Services


As part of its effort to expand the Company’s business focus, on March 5, 2012 GGI entered into a Membership Interest and Share Exchange Agreement (the “Agreement”) by and between the Company, Allen Tat Yan Huie (“Huie”), the Allen Huie Family Trust (“Huie Trust”), CommerCenters, LLC, a Florida limited liability company (“CC”) and certain other individuals listed on Exhibit “A” of the Agreement (collectively, the “Members”), whereby the Members each agreed to assign their units in CC in exchange for a number of shares of common stock in the Company as more specifically set forth in the Agreement. Messrs. Mitchell, Livingston and Hampson were all principals of CC. For further details, see the Agreement filed with the Form 8-K on March 6, 2012 and the amendments filed on March 21, 2012 and May 9, 2012.


CC is a fully integrated, real estate investment and development firm, headquartered in Orlando, Florida, with clients and joint venture partners in properties located principally in Central Florida. The acquisition allowed GGI to diversify its business from marketing and distributing energy efficient products in China into initially the acquisition, development and operation of seniors housing properties.


To further this strategy, the Company acquired International Care Management Services (2040177 Ontario Ltd.), an Ontario, Canada corporation and International Care Management Services Ltd. Inc., a Washington, USA corporation, both effective September 1, 2012 (collectively “ICMS”).


Also in connection with these acquisitions, the Company entered into employment agreements with David B. Edwards and Jeffrey Edwards, respectively the president and chief operating officer of ICMS.


The acquired companies currently manage and operate approximately 1,000 units in 10 senior housing facilities in Toronto, Canada.  For further details, see the information filed with Form 8-K on September 14, 2012.


Disposal of China Clean and Renewable Energy Limited


On June 15, 2012, GGI entered into an agreement to sell the 100% shareholding in China Clean and Renewable Energy Limited (“CCRE”) to Power Pacific Holdings Limited, a British Virgin Islands corporation.  The transaction was structured as a sale of CCRE’s assets, and was completed on June 15, 2012.  CCRE’s assets in the transaction included its 100% shareholding in both of the Renewable Energy Enterprises (Shanghai) Co. Ltd (“REEC”) and the EEP Limited (“EEPL”).


The disposal allowed the Company to divest from an uncertain market to concentrate on its newly formed seniors housing business in the United States.


Business Focuses


After the acquisitions of CommerCenters and ICMS, GGI remains a publicly traded, Florida based company, but with a strong focus on the acquisition, development and operation of seniors housing properties. The Company’s core mission in this sector is to provide a hospitality model (not an institutional one) for the residents of its seniors housing facilities. This will be a critical point of differentiation to other companies that are active in this industry today.


Under its branding LivingVentures, the Company will seek to build an increasing portfolio of properties under management. The Company presently has approximately 1,000 units under management and expects to grow rapidly to 3,000 to 5,000 units that it provides management and other services to. The management of ICMS has extensive experience in the seniors housing industry, having collectively managed well over 30,000 units.


The Company sees the acquisitions as central to its mission to become a leading seniors housing management company with a resident-centric service model.  The Company will also continue to identify compatible acquisitions, development opportunities and mergers, joint ventures and financing opportunities for seniors housing properties. This will provide the Company further opportunities for management of seniors housing facilities.




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To this end, the Company has under contract two acquisitions of properties in Florida, USA representing approximately 140 units of assisted living.  The first will be owned by a large, nationally recognized real estate investment trust (REIT) from which the Company will lease and operate the facility.  The second acquisition will be owned by the Company with the necessary capital provided through a combination of secured debt and seller financing.


In addition, the Company has under contract two separate parcels of property, also in Florida, USA that it intends to develop.  Each development is expected to have 120 units of assisted living and memory care.  After construction and opening, the Company will be the operator of each facility and have an ownership interest in each.  The developments will be partially funded through the Company’s EB-5 Regional Center, discussed below.


CC has applied for and is pending final approval of a Regional Center under the U.S. Immigrant Investor (EB-5) Visa Program. The EB-5 program is designed to attract international investors to the United States by offering qualified foreign investors a conditional visa for the investor and his/her family in return for a minimum investment of $500,000 if in a high unemployment area, or $1 million if not, providing the underlying investment produces a designated number of new jobs. Projects within the footprint of the CommerCenters EB-5 Regional Center Investments, LLC (d/b/a Orlando EB5 Investments) are selected and marketed abroad to individual international investors seeking US visas. US funds of this nature have raised more than $3 billion in the past five years, most of which are from Asian investors.  GGI’s Asia subsidiary will play a crucial role in the success of this program as it will bring Asian investors into Company projects for the purpose of securing a US visa.


GGI will differentiate itself from its competitors through its fully-integrated approach in entering the seniors housing industry; its strong operations management team; its hospitality approach to its residents; and by its capital market strength through strategic relationships enjoyed by its Asia subsidiary, Orlando EB5 Investments and American Asset Investment Fund discussed below.  Furthermore, the expanded in-house management expertise after its acquisitions will allow GGI to source and execute unique value adding opportunities. GGI’s mission is to be a premier real estate company in the seniors housing business.


In the future, the Company plans to further diversify holdings to include apartments and other opportunistic real estate investments in response to market opportunities. The Company expects to provide certain funding for its real estate activities through its Asia subsidiary, GGI (Asia), Ltd., as discussed above.  It is also the manager of all projects funded by its Panama-based private equity fund, American Asset Investment Fund.


Operational Challenges


In view of our limited operations, net losses, working capital deficiency and cash needed in future operations, our independent registered public accounting firm, in their audit report, which covers the period through December 31, 2011, has expressed a substantial concern about our ability to continue as a going concern.  Our ability to continue as a going concern is dependent upon whether or not we could generate sufficient revenues through the execution of our business plan for the funding of our operations.  We shall monitor and review our position from time to time, and exercise our best effort to secure the necessary financing to meet our obligations as they become due.


We plan to continue to provide for our capital requirements through the sale of equity securities.  The Company is currently in the process of a private placement in the range of $2-$3 million of common equity shares.  The Company has begun to receive funding from this private placement effort.  Although we remain reasonably optimistic about our prospects, we cannot assure that we will be successful in raising all of the necessary working capital.  As such there are no assurances that we will have sufficient funds to execute our business plan, pay our obligations as they become due, or generate positive operating results. The Company is also in discussions with several investment banking firms and sources of private capital to better capitalize the Company and to raise funding for specific acquisition and development opportunities.


Discontinued Operations


As the sale of CCRE was concluded on June 15, 2012, the operations of the energy efficient segment was completely discontinued in the second quarter ended June 30, 2012.  Overall, this discontinued business segment generated revenues of $2,112,909 from the distribution of the MB series and the CRK products during 2012 until it was closed on June 15.  The corresponding cost of sales amounted to $1,984,830, or 93.9% of the total sales.





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Results of Operations


Three and nine months ended September 30, 2012 as compared to the three and nine months ended September 30, 2011


During the three and nine months ended September 30, 2012 we report revenues of $142,197 for both periods, compared to $0 for both the three and nine months ended September 30, 2011.  The revenue was derived from the operations of the property and facility management segment newly acquired in September 2012 by the Company.  Our costs of revenue for the three and nine months ended September 30, 2012 were both $3,841 (3% of revenue) as compared to $0 for both of the three and nine months ended September 30, 2011.


Our total operating expenses for the three months and nine months ended September 30, 2012 were $244,496 and $602,655, respectively, as compared to $23,053 and $41,019, respectively, for the corresponding periods in 2011.  The changes were due to increases in the professional fees, salary expense, and general & administrative expenses.  The increased operating expenses primarily reflect the increased level of administrative and operational activities incidental to the additions of the new business segment.


For the three- and nine-month periods ended September 30, 2012, we incurred $34,335 and $162,845, respectively, in professional fees; while we spent $18,448 and $27,684 in the three- and nine-month ended September 30 of 2011.  The increase in the professional fees was attributed to the costs incurred in the change of the organization structure.  For the three- and nine-month periods ended September 30, 2012, we incurred $129,187 and $220,800, respectively, in salary expense; while we spent $0 and $4,400, respectively, in the three- and nine-month ended September 30 of 2011.  The increase in the salary expense was due to the increased payments on management staff compensation which reflected a more realistic market level of similar employment.


Regarding the general and administrative expenses, we incurred $80,974 and $219,010, respectively, during the three- and nine-month periods ended September 30, 2012; while we spent $4,605 and $8,935, respectively, for the comparable periods in 2011.  Our general and administrative expenses consisted of ordinary business expenses, including rent, traveling and entertainment related to business development, and advertising expenses.  The increase in the general and administrative expenses reflected an increased level of business activities in 2012 as compared to 2011.  As the management continues its cost rationalization efforts, we anticipate that our general and administrative expenses for the remaining of 2012 will remain at a level comparable to the nine months ended September 30, 2012.


Liquidity and Capital Resources


As at September 30, 2012, we had a deficiency in working capital of $1,870,423 as compared to a deficiency of $807,784 at December 31, 2011.  Major changes in the liquidity include a decrease in the cash balances by $26,692, a decrease of $173,750 in restricted cash, an increase of $11,746 in accounts receivable, an increase of $80,526 in deferred charges, an increase of $230,474 in deposits, a decrease of $169,154 in inventory, a decrease of $46,149 in bank loan, increases of $672,092 and $506,610 in notes payable and shareholders’ advances, respectively, a decrease of $855,392 in notes payable to related parties, increases of $230,183 and $261,855 in amounts due to affiliates and accounts payable, respectively, and an increase in accounts payable due to issuable shares by $250,000.


In particular, the cash position has changed as follows:


Net cash used in operating activities for the nine months ended September 30, 2012 was $1,110,740 as compared to $113,821 for the nine months ended September 30, 2011.


Net cash used in investing activities for the nine months ended September 30, 2012 was $0, as compared to $3,775 during the nine months ended September 30, 2011.


Net cash provided by financing activities for the nine months ended September 30, 2012 was $1,084,048, as compared to $159,626 for the nine months ended September 30, 2011 which represented proceeds to us from borrowing.




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We are not currently bound by any long or short-term agreements for the purchase or lease of capital expenditures. Any amounts expended for capital expenditures would be the result of an increase in the capacity needed to adequately service any increase in our business. To date we have paid for any needed additions to our capital equipment infrastructure from working capital funds and anticipate this being the case in the future.


Off Balance Sheet Transactions


None.



Item 3.

Quantitative and Qualitative Disclosures About Market Risk.


Not applicable for a smaller reporting company.



Item 4.

Controls and Procedures.


Evaluation of Disclosure Controls and Procedures.  We maintain "disclosure controls and procedures" as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.  In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met.  Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events.  Based on his evaluation as of the end of the period covered by this report, our President who also serves as our principal executive officer and our principal financial officer, concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and were effective at the reasonable assurance level for which they were designed such that the information relating to our company, including our consolidating subsidiary, required to be disclosed by us in reports that it files or submits under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.


Changes in Internal Control over Financial Reporting.  There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II - OTHER INFORMATION


Item 1.

Legal Proceedings.


None.



Item 1A.

Risk Factors.


Not applicable for a smaller reporting company.



Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.


See discussions on Part I, Item 2, and Form 8-K filed on September 14, 2012.



Item 3.

Defaults Upon Senior Securities.


None.



Item 4.

Mine Safety Disclosures.


Not applicable.



Item 5.

Other Information.


None.



Item 6.

Exhibits


No.

Description


31.1

Rule 13a-14(a)/ 15d-14(a) Certification of principal executive officer

31.2

Rule 13a-14(a)/ 15d-14(a) Certification of principal financial and accounting officer

32.1

Section 1350 Certification of principal executive officer and principal financial and accounting officer




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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.



Green Global Investments, Inc.

 

By: /s/ Richard Asta

Richard Asta, CEO, President, principal executive officer and principal financial and accounting officer

Date: November 19, 2012





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