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SEC Comment Letter 0000000000-24-002434 to Go Green Global Technologies Corp. (GOGR) (CIK 0001378866) (GOGR)

Go Green Global Technologies Corp. (GOGR) (CIK 0001378866)
Date: March 4, 2024 · CIK: 0001378866 · Accession: 0000000000-24-002434

AI Filing Summary & Sentiment

File numbers found in text: 333-276881

Date
March 4, 2024
Author
Not clearly detected
Form
UPLOAD
Company
Go Green Global Technologies Corp. (GOGR) (CIK 0001378866)

Letter

United States securities and exchange commission logo March 4, 2024 Danny G. Bishop President and Chief Executive Officer Go Green Global Technologies Corp. 5 Production Drive Brookfield, CT 06084 Re:Go Green Global Technologies Corp. Registration Statement on Form S-1 Filed February 6, 2024 File No. 333-276881 Dear Danny G. Bishop: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 filed February 6, 2024 Cover Page 1.We note your common stock is currently quoted on the OTC Pink marketplace. Please note that an at-the-market resale offering under Rule 415 is not available for registrants quoted on the OTC Pink marketplace. To sell shares at market prices, we require an existing trading market for those shares, and we do not consider the OTC Pink marketplace to be such a market for the purposes of satisfying Item 501(b)(3) of Regulation S-K. Accordingly, please revise to clarify that the selling shareholders will sell at a fixed price until your shares are listed or quoted on an existing public trading market, such as the OTCQB, OTCQX or OTCBB, and thereafter at prevailing market prices or privately negotiated prices. Please also disclose the fixed price. 2.We note that you are registering 9,353,136 shares of common stock and up to 21,100,000 shares of common stock issuable upon exercise of warrants. The amount reflected on page 48 does not appear to match the amount being registered. Please advise or revise.

FirstName LastNameDanny G. Bishop Comapany NameGo Green Global Technologies Corp. March 4, 2024 Page 2 FirstName LastName Danny G. Bishop Go Green Global Technologies Corp. March 4, 2024 Page 2 Prospectus Summary, page 2 3.Please balance your disclosure in this section by disclosing: (1) the amount of your net loss for the most recent audited and interim period; (2) the amount by which your liabilities exceed your assets for the most recent audited and interim period; and (3) your auditor’s going concern opinion. Corporate History, page 7 4.Please expand this section to discuss your previous status as a reporting company. You may be diluted by future issuances of preferred stock, additional Common Stock or securities convertible into, page 19 5.Please revise to highlight the voting power of your preferred stock holders. Market Data, page 24 6.Please tell us if you commissioned any of the industry or market data that you reference in the prospectus and, if so, file consents of such third parties pursuant to Rule 436 of the Securities Act as exhibits to your registration statement or advise. Liquidity and Capital Resources, page 30 7.Please disclose the minimum period of time that you will be able to conduct planned operations using only currently available capital resources. Business, page 32 8.We note your disclosure on page 37 regarding your agreements with distributors in the HVAC and diesel generator industries. Please elaborate on the terms of these agreements. Please also file any material agreements as exhibits to your registration statement. 9.We note your disclosure that you expect to begin launching products between the first and second fiscal quarters of 2024, assuming the products are successfully manufactured and commercialized. Please disclose where you are in the manufacturing and commercialization process. Business Plan, page 36 10.We note your disclosure regarding projections on page 37 and your disclosure on page 38 that there is potential for over $3 billion in annual gross revenue at full-scale operation and production of your products. Please disclose material assumptions underlying your projections on pages 37 and 38, including quantifying the assumptions, and clearly explain how the assumptions relate to the projected information. Please also update your risk factor section to address any risks related to your projections.

FirstName LastNameDanny G. Bishop Comapany NameGo Green Global Technologies Corp. March 4, 2024 Page 3 FirstName LastName Danny G. Bishop Go Green Global Technologies Corp. March 4, 2024 Page 3 Security Ownership of Certain Beneficial Owners and Management, page 46 11.It does not appear that you have reflected the beneficial ownership of your preferred stock. Please advise or revise. Refer to Item 403(a) and (b) of Regulation S-K for the outstanding preferred stock. Selling Shareholders, page 47 12.Please disclose whether any of the selling shareholders are broker-dealers or affiliates of broker-dealers. 13.Please add a total to your table reflected on page 48. Certain Relationships and Related Party Transactions, page 49 14.Please provide the disclosure required by Item 404 of Regulation S-K. For example, we note the disclosure on page 46 about the beneficial ownership of David Zevetchin and Joseph Zizzadoro and the information pages II-2 through II-6 about the issuances of shares related to short-term loans with them. However, the disclosure on page 49 does not mention any transactions between you and Mr. Zevetchin or Mr. Zizzadoro. Description of Securities, page 50 15.Please file as an exhibit the 2023 AJB Note mentioned on page 52. 16.Please clarify whether the Series A Preferred Stock will automatically convert to common stock upon effectiveness of this registration statement. Item 3. Index to Financial Statements, page F-1 17.Please provide financial statements for the year ended December 31, 2023 in accordance with Rule 8-08 of Regulation S-X. Please similarly update your financial information throughout the filing. Exhibits 18.Please file Ms. Couch's employment agreement as an exhibit. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jeff Gordon at 202-551-3866 or Claire Erlanger at 202-551-3301 if you have questions regarding comments on the financial statements and related matters. Please

FirstName LastNameDanny G. Bishop Comapany NameGo Green Global Technologies Corp. March 4, 2024 Page 4 FirstName LastName Danny G. Bishop Go Green Global Technologies Corp. March 4, 2024 Page 4 contact Thomas Jones at 202-551-3602 or Asia Timmons-Pierce at 202-551-3754 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Ross D. Carmel, Esq.

Show Raw Text
United States securities and exchange commission logo
March 4, 2024
Danny G. Bishop
President and Chief Executive Officer
Go Green Global Technologies Corp.
5 Production Drive
Brookfield, CT 06084
Re:Go Green Global Technologies Corp.
Registration Statement on Form S-1
Filed February 6, 2024
File No. 333-276881
Dear Danny G. Bishop:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed February 6, 2024
Cover Page
1.We note your common stock is currently quoted on the OTC Pink marketplace. Please
note that an at-the-market resale offering under Rule 415 is not available for registrants
quoted on the OTC Pink marketplace. To sell shares at market prices, we require an
existing trading market for those shares, and we do not consider the OTC Pink
marketplace to be such a market for the purposes of satisfying Item 501(b)(3) of
Regulation S-K. Accordingly, please revise to clarify that the selling shareholders will sell
at a fixed price until your shares are listed or quoted on an existing public trading market,
such as the OTCQB, OTCQX or OTCBB, and thereafter at prevailing market prices or
privately negotiated prices. Please also disclose the fixed price.
2.We note that you are registering 9,353,136 shares of common stock and up to 21,100,000
shares of common stock issuable upon exercise of warrants. The amount reflected on page
48 does not appear to match the amount being registered. Please advise or revise.

 FirstName LastNameDanny G.  Bishop
 Comapany NameGo Green Global Technologies Corp.
 March 4, 2024 Page 2
 FirstName LastName
Danny G.  Bishop
Go Green Global Technologies Corp.
March 4, 2024
Page 2
Prospectus Summary, page 2
3.Please balance your disclosure in this section by disclosing: (1) the amount of your net
loss for the most recent audited and interim period; (2) the amount by which your
liabilities exceed your assets for the most recent audited and interim period; and (3) your
auditor’s going concern opinion.
Corporate History, page 7
4.Please expand this section to discuss your previous status as a reporting company.
You may be diluted by future issuances of preferred stock, additional Common Stock or
securities convertible into, page 19
5.Please revise to highlight the voting power of your preferred stock holders.
Market Data, page 24
6.Please tell us if you commissioned any of the industry or market data that you reference in
the prospectus and, if so, file consents of such third parties pursuant to Rule 436 of the
Securities Act as exhibits to your registration statement or advise.
Liquidity and Capital Resources, page 30
7.Please disclose the minimum period of time that you will be able to conduct planned
operations using only currently available capital resources.
Business, page 32
8.We note your disclosure on page 37 regarding your agreements with distributors in the
HVAC and diesel generator industries.  Please elaborate on the terms of these agreements.
Please also file any material agreements as exhibits to your registration statement.
9.We note your disclosure that you expect to begin launching products between the first and
second fiscal quarters of 2024, assuming the products are successfully manufactured and
commercialized. Please disclose where you are in the manufacturing and
commercialization process.
Business Plan, page 36
10.We note your disclosure regarding projections on page 37 and your disclosure on page 38
that there is potential for over $3 billion in annual gross revenue at full-scale operation
and production of your products. Please disclose material assumptions underlying your
projections on pages 37 and 38, including quantifying the assumptions, and clearly
explain how the assumptions relate to the projected information.  Please also update your
risk factor section to address any risks related to your projections.

 FirstName LastNameDanny G.  Bishop
 Comapany NameGo Green Global Technologies Corp.
 March 4, 2024 Page 3
 FirstName LastName
Danny G.  Bishop
Go Green Global Technologies Corp.
March 4, 2024
Page 3
Security Ownership of Certain Beneficial Owners and Management, page 46
11.It does not appear that you have reflected the beneficial ownership of your preferred stock.
Please advise or revise. Refer to Item 403(a) and (b) of Regulation S-K for the outstanding
preferred stock.
Selling Shareholders, page 47
12.Please disclose whether any of the selling shareholders are broker-dealers or affiliates
of broker-dealers.
13.Please add a total to your table reflected on page 48.
Certain Relationships and Related Party Transactions, page 49
14.Please provide the disclosure required by Item 404 of Regulation S-K.  For example, we
note the disclosure on page 46 about the beneficial ownership of David Zevetchin and
Joseph Zizzadoro and the information pages II-2 through II-6 about the issuances of
shares related to short-term loans with them.  However, the disclosure on page 49 does not
mention any transactions between you and Mr. Zevetchin or Mr. Zizzadoro.
Description of Securities, page 50
15.Please file as an exhibit the 2023 AJB Note mentioned on page 52.
16.Please clarify whether the Series A Preferred Stock will automatically convert to common
stock upon effectiveness of this registration statement.
Item 3. Index to Financial Statements, page F-1
17.Please provide financial statements for the year ended December 31, 2023 in accordance
with Rule 8-08 of Regulation S-X. Please similarly update your financial information
throughout the filing.
Exhibits
18.Please file Ms. Couch's employment agreement as an exhibit.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jeff Gordon at 202-551-3866 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please

 FirstName LastNameDanny G.  Bishop
 Comapany NameGo Green Global Technologies Corp.
 March 4, 2024 Page 4
 FirstName LastName
Danny G.  Bishop
Go Green Global Technologies Corp.
March 4, 2024
Page 4
contact Thomas Jones at 202-551-3602 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ross D. Carmel, Esq.