UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
FORM
10-Q/A
(Amendment
No.1)
_________________
þ
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended: March 31, 2012
or
o
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from: ______ to ______
AMERICAN FIBER GREEN PRODUCTS, INC.
Nevada
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000-29711
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91-1705387
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation or Organization)
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File Number)
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Identification No.)
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4209 Raleigh Street Tampa, FL 33619
(Address
of Principal Executive Offices) (Zip Code)
(813) 247-2770
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address and former fiscal year, if changed since last report)
_________________
$.001
par value preferred stock Over the Counter Bulletin Board
$.001 par value common stock Over the Counter Bulletin
Board
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
þ
No
o
Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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
þ
No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
þ
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes
o
No
þ
APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether
the registrant has filed all documents and reports required to be filed by SectionS 12, 13 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes
o
No
þ
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
There were 11,543,235 shares
of the Registrant's $.001 par value common stock outstanding as of March 31, 2012.
EXPLANATORY NOTE
This
Amendment No. 1 to Form 10-Q (“Amendment”) amends the Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2012, originally filed on May 18, 2012 (the “Original 10-Q”), of American Fiber Green Products, Inc., a Nevada
corporation ( the “Company”, or “we”). We are filing this Amendment to amend
Item
4(T) Controls and procedures
Disclosure
controls and procedures
EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES
Under
the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer,
we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation , our Chief Executive Officer and our Chief
Financial Officer have concluded that at March 31, 2012, such disclosure controls and procedures were effective.
CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There
were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2012
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This
Amendment should be read in conjunction with the Original 10-Q, and the Company’s other filings made with the Securities
and Exchange Commission subsequent to the filing of the Original 10-Q on May 18, 2012. The Original 10-Q has not been amended
or updated to reflect events occurring after May 18, 2012.
ITEM
6. EXHIBITS
The
following Exhibit is amended and filed as part of this report:
Exhibit
32.2
is amended so that the name of former CFO, Michael Freid, is replaced with the current Chief Financial Officer, Frank
Puissegur.
Other
than the foregoing items, no part of the Quarterly Report on Form 10-Q filed on May 18, 2012 is being amended, and the filing
of this Quarterly Report on Form 10-Q/A should not be understood to mean that any other statements contained therein are untrue
or incomplete as of any date subsequent to May 18, 2012.
The exhibits listed in the exhibit index of the Original Filing and this
Amendment are filed with, or incorporated by reference, in this report.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN
FIBER GREEN PRODUCTS, INC.
October
16, 2012
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American Fiber Green Products, Inc.
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By: /s/ Daniel L. Hefner
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Daniel L. Hefner
Chief Executive Officer
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In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
October
16, 2012
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American Fiber Green Products, Inc.
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By: /s/ Daniel L. Hefner
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Daniel L. Hefner
Chief Executive Officer
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October
16, 2012
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American Fiber Green Products, Inc.
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By: /s/ Frank D. Puissegur
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Frank D. Puissegur
Chief Financial Officer
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EXHIBIT 32.1
CERTIFICATION
OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S. C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In
connection with the Quarterly Report of American Fiber Green Products, Inc., (the "Company") on Form 10-Q/A for the
period ended March 31 , 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Daniel L. Hefner, President and Principal Executive Officer of the Company, certify, pursuant to 18 U.S. C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)
|
|
The Report fully complies with
the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in
the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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October
16, 2012
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American Fiber Green Products, Inc.
|
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By: /s/ Daniel L. Hefner
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Daniel L. Hefner
Chief Executive Officer
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EXHIBIT
32.2
CERTIFICATION
OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S. C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In
connection with the Annual Report of American Fiber Green Products, Inc., (the "Company") on Form 10-Q/A for the period
ended March 31, 2012 filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Frank D.
Puissegur, Chief Financial Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S. C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)
|
|
The Report fully complies with
the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in
the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
October
16, 2012
|
American Fiber Green Products, Inc.
|
|
By: /s/ Frank D. Puissegur
|
|
Frank D. Puissegur
Chief Financial
Officer and Principal Accounting Officer
|
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