Competition among entities attempting to identify and develop new therapies is
intense. The Company faces, and will continue to face, competition from
pharmaceutical and biotechnology companies, academic and research institutions
and government agencies, both in the United States and abroad. Many of the
Company's competitors have substantially greater capital resources, research
and development staffs, facilities, manufacturing and marketing experience,
distribution channels and human resources than the Company. Future competition
will likely come from existing competitors, as well as other companies seeking
to develop new treatments.
At this time, the Company has an exclusive license from NHIL. The Company may
be dependent on NHIL for support of certain of its technologies and intends to
rely on NHIL for development of any future products. Product candidates of the
Company, as it begins to pursue its strategy as discussed above, therefore,
may be subject to competition with a potential product under development by
NHIL.
Rapid technological development by the Company or others may result in products
or technologies becoming obsolete before the Company can recover development
expenses. Products developed by the Company could be made obsolete by less
expensive or more effective technologies, even technologies unrelated to s
almonella vaccine. For example, competitors may also develop vaccines that may
compete with or obviate the need for the Company's products. There can be no
assurance that the Company will be able to make the enhancements to its
technology necessary to compete successfully with existing or newly emerging
technologies.
Company Description
Global Green, Inc. (formerly Global Tech Assets, Inc.) was initially
incorporated on July 12, 2004, in the state of Florida, as a wholly-owned
subsidiary, of Global Assets & Services, Inc., a public company. The Company
was transferred all of the non-operating licenses held by Global Assets &
Services, Inc. At that time, all of the outstanding stock of Global Tech
Assets, Inc., 3,141,597 shares, was distributed to the shareholders of Global
Assets & Services, Inc. In September of 2004, due to business reasons,
management ceased operational activities to further develop the licenses.
During this time, Global Assets & Services, Inc. was spun off into a separate
legal entity from Global Tech Assets, Inc. From that time to the present the
business had no viable operations. The Company's name was changed to Global
Green, Inc. on April 14, 2010 to reflect the new business model developed by
management. On November 30, 2010, the Company entered into a Share Exchange
Agreement with Nutritional Health Institute Laboratories, LLC ("NHIL"), a
Florida Limited Liability Company, and its wholly-owned subsidiary Global Green
International, Inc. ("Global Green International"), a Florida corporation.
Pursuant to the Share Exchange Agreement, NHIL transferred 100% of the issued
and outstanding common stock of Global Green International (a total 600,000,000
shares, held solely by NHIL) to the Company in exchange for 683,097,847 shares
of common stock of Global Green, Inc. After the exchange, NHIL held 92.99% of
the issued and outstanding common stock of the Company and Global Green
International became a wholly-owned subsidiary of the Company. At April 1,
2012, NHIL holds 664,717,057 shares of common stock or 89.13% of the issued
and outstanding common stock of the Company. NHIL is registering 66,471,705
shares (8.91% of the issued and outstanding) of the 664,717,057 shares it holds
as part of this Registration Statement. At the time of this filing, NHIL has no
arrangements to sell these shares. If it sells the shares that are being
registered, it will hold 598,245,352 shares of common stock (80.21% of the
total issued and outstanding common stock.)
During 2002 and 2003, Global Asset & Services, Inc. was working to develop
technology licensing agreements for such information systems, the use of an
inorganic hardening agent and its manufacturing process, a method of recovering
of polystyrene waste materials and an use of a information system for personal
computer memory cards (PCMIA Cards). Global Assets & Services, Inc. did not
pursue the development, marketing or extension of any of these potential
license agreements. Further, none of these potential license agreements have
any bearing on the Company's current business operations.
Our current Company business plan is focused on the agricultural animal
industry, more specifically, "Salmogenics," a poultry salmonella vaccine. NHIL
owns the exclusive rights to the Salmogenics Vaccine (hereinafter the
"Vaccine") and a Salmonella Antigen (hereinafter the "Antigen") which both
provide a method for controlling intestinal pathogenic organisms in animals.
The Company has received the exclusive rights to finish the final phase of USDA
study, manufacture, distribute, market and sell the vaccines by NHIL through a
Licensing Agreement with Global Green International the wholly-owned subsidiary
of Global Green, Inc. Under the Licensing Agreement with NHIL, the Company is
responsible for all financial obligations to obtain United States Department of
Agriculture ("USDA") approval. The Company is in the process of having the
Vaccine approved by the United States Department of Agriculture/Food Safety and
Inspection Service ("USDA/FSIS").
The Company focuses on the commercialization of the salmonella vaccine for
poultry industry markets. In 2008, NHIL obtained the ownership rights to the
vaccine and took over the funding of a research study that had been in process
since 1996, and initiated the drafting and filings of patent application for
the vaccine. Research was being conducted through an unrelated third party,
AHPharma, Inc. ("AHPharma."). AHPharma was informally engaged to conduct not
only research and development, but also to perform the testing of the vaccine
product in the poultry industry. On July 30, 2011, the Company entered into a
Cost and Evaluation Agreement with AHPharma. The Cost and Evaluation Agreement
provides for the responsibilities of AHPharma in connection with the Phase 4
trials and testing required by the USDA in exchange for payment a total payment
of $300,000. The Cost and Evaluation Agreement terminates upon the final
approval of the USDA.
Research focused on the development of the Salmogenics Vaccine via in ovo
injection delivery. At this time, the USDA has reviewed the results of the
research which showed the vaccine used in the study is safe, non toxic and
causes no harm to the animal, and reduced the number of salmonella
contamination as required by USDA.
The USDA has allowed the research to go to the final phase for approval by USDA
for the Company to show efficacy of the vaccine in a commercial setting with
large numbers of chickens and also to find a potential manufacturer for the
vaccine. The Company has begun the final phase and AHPharma has begun
collecting salmonella samples from multiple locations within the United States
to start the mock study that was requested by USDA. The Company at the time of
this filing has not entered into any agreement with a third party to
manufacture the vaccine.
The Company's product vaccine that is to be exclusively marketed under its
licensing arrangement with NHIL is in the last stages of USDA required testing
and depending upon the results of such testing may require additional research
and development, testing and regulatory approval.
The Company's development of its products will be subject to other risks of
failure including, among others, the possibilities that any such products will
be found to be ineffective or toxic, or otherwise fail to receive necessary
regulatory approvals; that any of the products, if safe and effective, will
prove difficult or impossible to manufacture on a large scale or will be
uneconomical to market; that the proprietary rights of third parties will
preclude the Company or its collaborators from marketing any products
developed; that the products will fail to achieve market acceptance; and that
third parties will market equivalent or superior products. As a result, there
can be no assurance that the Company or its collaborators will be able to
develop, manufacture and successfully commercialize the Company's product
candidates within a reasonable time frame or ever. Failure to develop
successfully the Company's current product candidates would materially and
adversely affect the Company's business, financial condition and results of
operations.
We have no revenues at this time and anticipate that we will need additional
capital to support the execution of our business plan. Decisions regarding
future participation in acquisitions or other business development activities
will be made on a case-by-case basis.
Our Auditors have issued a going concern opinion and the reasons noted for
issuing the opinion are our lack of revenues and modest capital.
Factors that make this offering highly speculative or risky are:
o There is a limited market for our securities;
o We have no revenues or sales;
o We are a startup company;
o We have no experience in the agricultural business as a company;
o We are undercapitalized.
Our executive offices are located at 2820 Remington Green Circle, Tallahassee,
Florida 32308 and the telephone number is (850) 597-7906 and the facsimile
number is (850) 942-6620.