10-Q/A 1 f113012_q1a.htm 10-Q 1 fero10q33111

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 


 FORM 10-Q/A

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended November 30, 2012.


TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______


Commission File Number 000-53337

 

GO GREEN DIRECTORIES, INC.

(Name of small business issuer in its charter)

 

 

 

 

Colorado

 

01-0884561

(State of incorporation)

  

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

 

2724 NE 27th Court, Fort Lauderdale, FL 33306

(Address of principal executive offices)

 

(646) 334.2859

(Registrant’s telephone number)


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes      No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes      No (Not required)


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


 

 

Large Accelerated Filer

                                                   Accelerated Filer  

 

 

Non-Accelerated Filer

[X]                                                    Smaller Reporting Company  

 


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


As of NOVEMBER 30, 2012,  there were 15,100,000 shares of the registrants $0.001 par value common stock issued and outstanding.


GO GREEN DIRECTORIES, INC..*


TABLE OF CONTENTS 

 

 

 

 

 

 

  

Page

 

 

PART I.                 FINANCIAL INFORMATION

 

  

 

ITEM 1.

FINANCIAL STATEMENTS

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

ITEM 3.

QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

 

ITEM 4.

CONTROLS AND PROCEDURES

 

  

 

PART II.               OTHER INFORMATION

 

 

 

ITEM 6.

EXHIBITS

 


Special Note Regarding Forward-Looking Statements

 

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Go Green Directories, Inc.. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.


*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "FROI" refers to Go Green Directories, Inc.



PART I: FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


GO GREEN DIRECTORIES, INC.

(A DEVELOPMENT STAGE COMPANY)


BALANCE SHEETS


                                  

 

November 30,

May 31,

 

2012

2012

ASSETS

(Audited)

(Unaudited)

Current Assets:

 

 

             Cash

 $           201

$         8,299

 

 

 

Total Assets

$            201           

           8,299

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

Current Liabilities:

 

 

             Accounts Payable

             Advances from shareholder

653

20,000

          4,401

        10,000        

Total Current Liabilities

             20,653            

        14,401

 

 

 

Stockholders' Equity (Deficit):

 

 

Preferred stock, $.001 par value; authorized 5,000,000, none issued

                       -

          -

Common stock, $.001 par value; 70,000,000 shares authorized
  15,100,000 shares issued and outstanding at November 30, 2012 and May 31, 2012
  

            15,100

            15,100

Additional paid in capital

            45,900

            45,900

Accumulated deficit during the development stage

          (81,452)

          (67,102)

 

 

 

Total Stockholders' Equity (Deficit)

         (20,452)          

         (  6,102)

 

 

 

Total Liabilities and Stockholders' Equity (Deficit)

$              201

 $       8,299  


THE FOLLOWING NOTES FORM AN INTEGRAL PART OF THESE STATEMENTS

F-1



GO GREEN DIRECTORIES, INC.

(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDEDNR

ENDED November 30, 2012 AND 2011

AND FOR THE PERIOD FROM JULY 29, 2007 (INCEPTION)

THROUGH November 30, 2012


 

 

 

 

From

 

 

 

 

July 29,

 

 

 

 

2007

 

 

For the

For the

(Date of

 

 

three months

three months

inception)

 

 

ended

ended

to

 

 

Nov. 30,

Nov. 30,

Nov. 30,

 

 

2012

2011

2012

 

 

 

 

 

Revenue:

 

 $                  -

 $                  -

 $                  -

Total Revenue

 

                     -   

                     -   

                     -   

 

 

 

 

 

Operating Expenses:

 

 

 

 

     General & administrative

 

11,704

          1,010

81,452

Total Operating Expenses

 

11,704

1,010

          81,452

 

 

 

 

 

NET LOSS

 

(11,704)

(1,010 )

          (81,452)

 

 

 

 

 

Weighted Average Shares

 

 

 

 

   Common Stock Outstanding

 

  15,100,000

  15,100,000     

 

 

 

 

 

 

Net Loss Per  Share

 

 

 

 

   (Basic and Fully Dilutive)

 

 $          (0.00)

 $          (0.00)

 


THE FOLLOWING NOTES FORM AN INTEGRAL PART OF THESE STATEMENTS


F-2

NEED COLUMNS FOR SIX MONTHS ENDED NOVEMBER 30, 2012-get the prior year information from the EDGAR filing



 GO GREEN DIRECTORIES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS


FOR THE SIX MONTHS ENDED

NOVEMBER 30, 2012 AND 2011

AND FOR THE PERIOD FROM JULY 29, 2007 (INCEPTION)

THROUGH NOVEMBER 30, 2012

(UNAUDITED)


THESE COLUMNS NEED TO BE FOR THE SIX MONTHS ENDED

 

For the

For the

(Date of

 

2nd. quarter

2nd. quarter

inception)

 

ended

ended

to

 

Nov. 30,

Nov. 30,

Nov. 30,

 

2012

2011

2012

Operating Activities:

 

 

 

     Net Loss

 $  (11,704)

 $      (958)

 $  (81,452)

Adjustments to reconcile net (loss) to net cash

provided by operating activities:

 

 

 

     (decrease) increase in Accounts payable

        (2,087)

                100

               653

     Issuance of stock for services rendered

                   -

                    -

           10,000

Net Cash Used in Operating Activities

(13,791)

(858)

          (70799)

Investing Activities:

                   -

                   -

                   -

Financing Activities:

 

 

 

     Issuance of common stock for cash

                   -

                   -

          47,000

     Receipt of stock subscriptions receivable

                   -

             

            4,000

     Advances from shareholders

         10,000

          

          20,000

Net Cash Provided by Financing Activities

 

          

           71,000

  Net Increase (Decrease) in Cash

3,791

             858

            201

Cash at Beginning of Period

      3,992

            10,058

                                      -

Cash at End of Period

 $          201

 $       9,200

 $         201

Non-Cash Investing & Financing Activities

 

 

 

     Issuance of stock for management services rendered

 $                 -

 $                 -

 $        10,000

     Issuance of stock for subscriptions receivable

 $                 -

 $                 -

 $          4,000


 

 

 




NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2012

(UNAUDITED


NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION


NATURE OF OPERATIONS

Go Green Directories, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on July 29, 2009.  The Company’s activities to date have been limited to organization and capital formation.  The Company is a “development stage company” and has acquired five different domain names with sites all linking with the main website, gogreendirectories.com  Go Green Directories, Inc. will act as a “green pages” listing service for those individuals and corporations offering or in search of, ecological ly friendly products and services.

BASIS OF PRESENTATION


These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States.


NOTE 2 – NATURE OF SIGNIFICANT ACCOUNTING POLICIES


CASH AND CASH EQUIVALENTS


The Company considers all highly liquid debt instruments purchased with maturity of three months or less to be

cash equivalents.


REVENUE RECOGNITION


The Company recognizes revenue at the time services are performed.


USE OF ESTIMATES


The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from these estimates.


FAIR VALUE OF FINANCIAL INSTRUMENTS


The Company’s short-term financial instruments consist of cash and cash equivalents and accounts payable.  The carrying amounts of these financial instruments approximate fair value because of their short-term maturities.  The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments.


EARNINGS PER SHARE

Basic Earnings per Share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year.  Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares         F-4

outstanding during the year plus potential dilutive instruments such as stock options and warrants.  Basic and diluted EPS are the same for the Company, as of November 30, 2012, as the Company does not have any common share equivalents outstanding.


INCOME TAXES:


The Company uses the asset and liability method of accounting for income taxes. This method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities.  Deferred income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities.


Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.  Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.  As of November 30, 2012, the Company has recorded a valuation allowance to fully offset the deferred tax asset of approximately $26,700 related to its cumulative net operating losses of $76,283.


CONCENTRATION OF CREDIT RISK:


Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash.  During the year the Company did not maintain cash deposits at financial institution in excess of the $100,000 limit covered by the Federal Deposit Insurance Corporation.  


RECENT ACCOUNTING PRONOUNCEMENTS


The Company does not expect that the adoption of recent accounting pronouncements will have a material impact on its financial statements.


NOTE 3 – ACQUISITION OF DOMAIN NAMES AND DEPOSITS

Our web site, www.gogreendirectories.com is currently under construction. We have also purchased www.gogreendirectories.net, www.gogreendirectories.org, and www.gogreendirectories.info. These sites will be automatically linked to the main site. All of these domain names were purchased for a initial two year period for $161.


NOTE 4 – COMMON STOCK

On July 31, 2009 the Company issued 5,000,000 shares of its common stock to its President and Chief Executive Officer, Lawson Kerster at a price of  $0.001 per share or $5,000 in return for his time effort and expense of forming the company and keeping it in good standing.

F-5

OnMay 31, 2010 the Company issued 5,000,000 shares of our common stock to our Secretary/Treasurer and Chief Financial Officer, Rachael Hodyno at a price of $0.001 per share or $5,000 in return for her agreement to join our Board of Directors, become an officer of the registrant and her agreement to provide the computer and internet expertise in constructing our websites and providing the server for operation of the sites, at no charge.  

On April 30, 2010 the Company issued 4,700,000 shares of our common stock to 43 US persons at a price of $0.01 per share.

On July 19, 2010 the Company issued 400,000 shares of our common stock to four US individuals (one representing a children’s Trust), at a price of $0.01 per share.


NOTE 5 – GOING CONCERN


The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has no sales and has incurred a net loss of $81,452 since inception.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties.  Management has plans to seek additional capital through a private placement and public offering of its common stock.  The financial statements do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.  



ITEM 2.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION


FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis or Plan of Operation (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should specifically consider various factors, including the risk factors outlined below.  These factors may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Item 2.


Managements discussion and Plan of Operations

We were incorporated in the State of Nevada on July 29, 2009, under the name Go Green Directories, Inc.  We are a development stage company and have not commenced any operations other than initial corporate formation and capitalization, the building of a central website and the acquisition of our domain names, and the development of our business plan.  We have created a web portal whereby we plan to serve as an all-inclusive information provider for anyone worldwide who is looking to buy, sell or lease environmentally friendly “green” products and services.  It is our intention to list companies or organizations that meet these criteria at no cost initially, complete with contact information and links to their website(s) where available.  We had hoped to demonstrate the positive effects of a Go Green listing and the cost-effective results that we believe we can deliver to a wide range of concerns that wish to be known for their concern for the environment.  However, results of our initial test period were disappointedly low. It has become obvious that an advertising campaign designed to inform our potential clients of our existence and the availability of our services will be necessary for us to continue to implement our business plan. Management is seeking additional capital to form and implement such a campaign. While we have receives some in cursory interest, our success in this area, if any will be entirely dependent on achieving a trading symbol and DTC registration or some other means of supplying liquidity to any potential investors.  

We have incurred losses since our inception.  For the period ended November 30, 2012 we generated no revenue and incurred net losses of $11,704.  As of November 30, 2012, we had negative working capital of $15,283 and an accumulated deficit of $81,452.  Our auditors, in their report dated September 14, 2012, have expressed substantial doubt about our ability to continue as going concern.

There is currently no public market for our common stock.  A market maker has  made an application to be made with respect to our common stock, to be approved for quotation on the OTCBB.

We are registering shares of our common stock for resale pursuant to this prospectus in order to allow the selling stockholders to sell their holdings in the public market and to begin developing a public market for our securities to be able to seek public financing and business development opportunities in the future.  Our management would like a public market for our common stock to develop from shares sold by the selling shareholders.

Our principal offices are located at 2724 NE 27th Court, Fort Lauderdale, Florida and our telephone number is 646.334.2859. We are a Nevada corporation.

Results of Operations


NOVEMBER 30, 2012.


We have made some progress in implementing our business plan including finalization of a contract for a preliminary list of businesses and individuals offering eco-friendly goods and services. Our website, www.gogreendirectories.com is operational and our other domain names are being linked to that site.


Revenues


Revenues for the period ended November 30, 2012, were $0, reflecting our start-up nature.  

  

General and Administrative Expenses


General and administrative expenses for the period from July 27, 2009, and ending November 30, 2012, were $81,452.  General and administrative expenses consisted primarily of a deposit on our domain names, consulting fees, travel expenses, and other general and administrative expenses.


Net Loss


Our net loss for the period ended November 30, 2012, amounted to ($11,704).


Operations Plans

Management believes that the focus of our web portal should be ease of use and convenience combined with capabilities designed to personalize business transacted over the Internet and facilitate smooth, seamless linking to our listed clients.  Our web portal at www.gogreendirectories.com is, as of July 29, 2011, live and undergoing final cosmetic changes.  Upon obtaining adequate financing we plan to implement both internet and industry print advertising, refine this portal, include additional content, and begin marketing our services.  Management is of the opinion that additional financing will be very difficult to obtain until and unless we are successful on achieving acceptance status on the OTCBB, are designated a symbol, commence trading and provide a potential exit strategy for investors at some time in the future.

Thus far our focus has been on the initial corporate formation and capitalization, the building of a central website, the acquisition of our domain names and the development of our business plan.  We conducted a six-month test run of our website with very limited success.

Our first priority has been to establish and complete our website with our additional domain names linking back into the main site.  We are continuing our research (in house and via contract) and have completed the initial compilation of a comprehensive green-business listing.  During the first six months of actual operation following the acceptance of our registration statement for filing by the SEC we offered a “free sample” of our services in order to demonstrate the value of those services by supplying a record of the hits on the listing and the resulting linking with the client’s website. We continue believe our best sales tool will be our ability to demonstrate our effectiveness to potential clients.  For this we need additional capital. While we have no assurance as to the availability of such capital we feel these funds will never be made available until and unless our application for listing is accepted and we have our common shares that are tradeable.

On analysis of the results from the Initial Test Period it may well be necessary to switch to a billing system based on hits alone.  One advantage of this plan is that after the Initial Test Period, we could retain most of the listings already up on our system and we could concentrate on upgrading listings with display ads and video for some immediate income.

Our future financial results will depend primarily on (1) our ability to fully implement our business plan, (2) our ability to develop our website (3) generate revenue from listings and display ads and (4) develop our brand awareness.  We cannot assure that we will be successful in any of these activities.  


Item 3. Quantitative and Qualitative Disclosures About Market Risk


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


Item 4. Controls and Procedures


Disclosure Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act, as of November 30, 2012.

Based on this evaluation, our principal executive officer and principal financial officer concluded as of November 30, 2012., that our disclosure controls and procedures were not effective such that the information relating to the Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to management, including our principal executive officer/principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.


Management's Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of NOVEMBER 30, 2012.. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Our management has concluded that, as of November 30, 2012., our internal control over financial reporting is not effective based on these criteria.


As a result of the above adjustments, the Balance Sheets, Statement of Operation and Statement of Cash Flows required adjustment to reflect previously unrecorded transactions that occurred during the period ended November 30, 2012.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, management identified the following control deficiencies. (1) The Company has not properly segregated duties as one or two individuals initiate, authorize, and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding the internal control system.


The Company does not believe that this control deficiency has resulted in deficient financial reporting because the Chief Financial Officer is aware of his responsibilities under the SEC's reporting requirements and personally certifies the financial reports. (2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.


Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.


Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.


The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.


Remediation Plan


Addition of Staff

We have identified that additional staff will be required to properly segment the accounting duties of the Company. However, we do not currently have resources to fulfill this part of our plan and will be addressing this matter once sufficient resources are available.


Item 6. Exhibits


 

 

 

Exhibit

Number

Description of Exhibit

Filing

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.

31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

32.02

Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

SIGNATURES

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


  

GO GREEN DIRECTORIES, INC..

 

  

Dated: January 21, 2013

By:  /s/ Brian J. O’Shaughnessy    

  

            Brian J. O’Shaughnessy

  

Chief Executive Officer and President

Dated: January 21, 2013

By:  Rachael L. Hodyno

 

        Rachael L. Hodyno

 

Chief Financial Officer, Secretary and Treasurer

Exhibit 31.1                                             CERTIFICATION


I, Brian J. O’Shaughnessy, certify that:

 

1.    I have reviewed this quarterly report on Form 10-Q of Go Green Directories, Inc..;

 

2.    Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

 

3.    Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

 

 

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

 

5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

January 21, 2013

/s/ Brian J. O’Shaughnessy

     

    Brian J. O’Shaughnessy, Chief Executive Officer, Chairman and President




Exhibit 31.2                                             CERTIFICATION


I, Rachael Hodyno, certify that:

 

1.    I have reviewed this quarterly report on Form 10-Q of Go Green Directories, Inc..

 

2.    Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

 

3.    Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

 

 

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.


Januaryr 22. 2013

s/s Rachael L. Hodyno

     

                  Rachael L. Hodyno, Chief Financial Officer