UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-Q
(Mark One)  
X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2016
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________
 
Commission file number 000-54018
______________________
 
GREEN ENDEAVORS, INC.
(Exact Name of Registrant as Specified in Its Charter)
______________________
Utah 27-3270121
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
   
   
59 W 100 S, 2 nd Floor, Salt Lake City, UT 84101
(Address of Principal Executive Offices) (Zip Code)
   
(801) 575-8073
Registrant’s Telephone Number, including Area Code
______________________
   
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    X       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  X        No
   

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. (Check one):

 
Large accelerated filer Accelerated filer        
Smaller reporting company    X Non-accelerated filer           
 
(Do not check if a 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   X

 

On November 1, 2016, approximately 4,733,237 shares of the registrant’s common stock, $0.0001 par value, were outstanding.  

 

 

 

GREEN ENDEAVORS, INC. AND SUBSIDIARIES

INDEX

 

    PAGE
     
PART I FINANCIAL INFORMATION 1
     
Item 1. Financial Statements (Unaudited): 1
     
  Condensed Consolidated Balance Sheets–September 30, 2016 (unaudited) and December 31, 2015 1
     
  Condensed Consolidated Statements of Operations–Three and Nine Months Ended September 30, 2016 and 2015 (unaudited) 2
     
  Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2016 and 2015 (unaudited) 3
     
  Notes to Condensed Consolidated Financial Statements 4
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 10
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 17
     
Item 4. Controls and Procedures 17
     
PART I OTHER INFORMATION 18
     
Item 1. Legal Proceedings 18
   
Item 1A. Risk Factors 18
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18
     
Item 3. Defaults upon Senior Securities 18
     
Item 4. [Reserved] 18
     
Item 5. Other Information 18
     
Item 6. Exhibits 19
     
  Signatures 20

  

 

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

 

Green Endeavors, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

 

  September 30,   December 31,
  2016   2015
  (Unaudited)    
Assets    
Current Assets:              
Cash $ 91,819     $ 150,459  
Accounts receivable   11,551       15,967  
Inventory   152,434       138,928  
Prepaid expenses   19,360       31,513  
Notes receivable - current   2,192       —    
Notes receivable, related party - current   257,583       196,922  
Total current assets   534,939       533,789  
               
Property, plant, and equipment, net of accumulated depreciation of $940,009 and $857,236, respectively   300,824       293,068  
Other assets   24,475       24,475  
Total Assets $ 860,238     $ 851,332  
               
Liabilities and Stockholders’ Deficit          
Current Liabilities:              
Accounts payable and accrued expenses $ 168,209     $ 344,052  
Deferred revenue   49,911       66,048  
Deferred rent   78,291       86,818  
Due to related parties   628,875       424,804  
Derivative liability   159,006       209,610  
Current portion of notes payable   405,866       44,094  
Current portion of notes payable, related party   64,166       67,990  
Current portion of capital lease obligations   —         10,038  
Convertible   notes payable, net of debt discount of $0 and $5,889, respectively   35,000       152,089  
Total current liabilities   1,589,324       1,405,543  
               
Long-Term Liabilities:              
Notes payable   88,570       152,028  
Notes payable, related party   —         14,389  
Convertible notes payable, net of debt discount of $0 and $30,390, respectively   —         8,110  
Convertible debentures, related party, net of debt discount of $0 and $29,218, respectively   —         2,118,373  
Total long-term liabilities   88,570       2,292,900  
Total Liabilities   1,677,894       3,698,443  
               
Stockholders’ Deficit:              
Convertible super voting preferred stock, $0.001 par value, 10,000,000 shares authorized; 10,000,000 shares issued and outstanding at December 31, 2015 and December 31, 2014; no liquidation value   10,000       10,000  
Convertible preferred series B stock - $0.001 par value, 2,000,000 shares authorized, 958,228 and 734,607 shares issued and outstanding at September 30, 2016 and December 31, 2015 respectively   958       735  
Preferred, undesignated stock - $0.001 par value 3,000,000 shares authorized, no shares issued and outstanding at December 31, 2015, and December 31, 2014   —         —    
Common stock, $0.0001 par value, 2,000,000,000 shares authorized; 4,733,237 and 618,174 shares issued and outstanding at September 30, 2016, and December 31, 2015, respectively   473       62  
Subscription receivable   (38,400 )     (76,800 )
Additional paid-in capital   3,570,260       1,305,755  
Accumulated deficit   (4,360,947 )     (4,086,863 )
Total stockholders’ deficit   (817,656 )     (2,847,111 )
Total Liabilities and Stockholders’ Deficit $ 860,238     $ 851,332  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

1

 

Green Endeavors, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

 

    Three Months Ended September 30,   Nine Months Ended September 30,
    2016   2015   2016   2015
Revenue:            
Services, net of discounts   $ 659,357     $ 534,352     $ 1,931,140     $ 1,590,009  
Product, net of discounts     173,150       199,290       557,622       603,781  
Total revenue     832,507       733,642       2,488,762       2,193,790  
                                 
Costs and expenses:                                
Cost of services     339,114       316,872       1,090,196       941,184  
Cost of product     95,884       119,153       308,780       347,954  
Depreciation     29,003       34,517       82,773       102,787  
General and administrative     380,748       336,101       1,029,226       1,223,199  
Total costs and expenses     844,749       806,643       2,510,975       2,615,124  
 Income (Loss) from operations     (12,242 )     (73,001 )     (22,213 )     (421,334 )
                                 
Other income (expenses):                                
Interest income     1,561       422       1,562       3,989  
Interest expense     (26,611 )     (73,679 )     (110,426 )     (156,470 )
Interest expense, related parties - net     (46,806 )     (54,474 )     (116,039 )     (147,425 )
Gain (loss) on derivative fair value adjustment     (67,170 )     35,501       605       (46,379 )
Loss on settlement of debt     —         —         —         (139,304
Gain on forgiveness of debt       —          —          —          110,220  
Loss on stock subscription receivable     —         —         (39,839 )     —  
Other income (expense)     —         3,737       12,265       2,685  
Total other income (expenses)     (139,026 )     (88,493 )     (251,872 )     (372,684 )
Loss before income taxes     (151,268 )     (161,494 )     (274,085 )     (794,018 )
Provision for income taxes     —                 —         —    
Net loss   $ (151,268 )   $ (161,494 )   $ (274,085 )   $ (794,018 )
                                 
Loss per common share – basic and diluted                                
Basic and diluted loss per common share   $ (0.17 )   $ (1.14 )   $ (0.34 )   $ (5.96 )
Weighted-average common shares outstanding   886,917       141,603       809,268       133,195  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2

 

Green Endeavors, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

    Nine Months Ended September 30,
    2016   2015
Cash Flows from Operating Activities:                
Net loss   $ (274,085 )   $ (794,018 )
Adjustments to reconcile net loss to net cash used in operating activities:              
Depreciation     82,773       102,787  
Amortization of debt related costs     81,370       94,070  
Stock-based compensation     —         140,304  
Gain on forgiveness of capital lease     —         (3,223 )
Loss on settlement of debt     —         139,304  
Gain on forgiveness of debt     —         (110,220 )
(Gain) Loss on derivative liability fair value adjustment     (605     46,379  
Loss on stock subscription receivable     39,839       —    
Initial derivative expense     —         27,178  
Changes in operating assets and liabilities:                
Accounts receivable     4,416       3,035  
Accounts receivable related party     —         (2,974 )
Notes receivable     —         (735 )
Certificate of deposit     —         28,660  
Inventory     (13,506 )     33,586  
Prepaid expenses     —         —    
Accounts payable and accrued expenses     (175,030 )     49,124  
Due to (from) related parties     247,376       67,392  
Deferred rent     (8,527 )     (10,458 )
Deferred revenue     (16,137 )     (6,514 )
Net cash used in operating activities     (32,116 )     (196,323 )
                 
Cash Flows from Investing Activities:                
Purchases of property, plant, and equipment     (90,530 )     (8,567 )
Payments on related party note receivable     245,708       (200,000 )
Proceeds from related party note receivable     (310,000 )     —    
Net cash used in investing activities     (154,822 )     (208,567 )
                 
Cash Flows from Financing Activities:                
Payments made on notes payable     (339,896 )     (176,153 )
Payments made on convertible debt     (30,050 )        
Payments made on related party notes payable     (18,213 )     (3,512 )
Payments made on capital lease obligations     (10,038 )     (15,932 )
Proceeds from issuance of notes payable     526,495       326,630  
Proceeds from issuance of related party notes payable     —         35,082  
Proceeds from issuance of stock subscriptions     —         58,697  
Proceeds from issuance of convertible notes payable     —         133,000  
Net cash provided by financing activities     128,298       357,812  
                 
Decrease in cash     (58,640 )     (47,078 )
Cash at beginning of period     150,459       100,628  
Cash at end of period   $ 91,819     $ 53,550  
Supplemental cash flow information:                
Cash paid during the period for:                
Interest      $         4 1,979     $ 92,849  
Non-cash investing and financing activities:                
Debt discount on derivative liability, convertible notes   $ —       $ 132,548  
Conversion of Series B preferred shares to common stock   $ —       $ 1,842  
Return of Series B preferred stock   $ —       $ 14  
Exercised options for stock subscription   $ —       $ 295,050  
Conversion of debt   $ 2,384,931     $ 29,088  
Settlement of debt   $ —       $ 35,805  

 

The accompanying notes are an integral part of these condensed consolidated financial Statements.

 

3

   

 

Note 1 – Nature of Operations and Basis of Presentation

 

Business Description

 

Green Endeavors, Inc., (“Green”) owns and operates two hair salons carrying the Aveda™ product line through its wholly-owned subsidiaries Landis Salons, Inc. (“Landis”) and Landis Salons II, Inc. (“Landis II”) in Salt Lake City, Utah. Green also owns and operates Landis Experience Center LLC (“LEC”), an Aveda™ retail store in Salt Lake City, Utah.

 

Organization

 

Green Endeavors, Inc. was incorporated under the laws of the State of Delaware on April 25, 2002 as Jasper Holdings.com, Inc. During the year ended December 2004, Green changed its name to Net2Auction, Inc. In July of 2007, Green changed its name to Green Endeavors, Ltd. On August 23, 2010, Green changed its name to Green Endeavors, Inc. and moved the corporate domicile from Delaware to Utah. Green has four classes of stock as follows: common with 2,000,000,000 shares authorized; preferred with 3,000,000 shares authorized; convertible preferred with 2,000,000 shares authorized; and, convertible super voting preferred with 10,000,000 shares authorized. Green is quoted on the “OTC Pink” marketplace segment under the symbol GRNE.

 

Green is a more than 50% controlled subsidiary of Sack Lunch Productions, Inc. (“SAKL”). Sack Lunch Productions, Inc. is listed at OTC Markets trading under the symbol SAKL and is not currently a reporting company. Previous to April 15, 2015, SAKL was known as Nexia Holdings, Inc. and was trading under its symbol NXHD.

 

Landis Salons, Inc., a Utah corporation, was organized on May 4, 2005 for the purpose of operating an Aveda™ Lifestyle Salon. Landis Salons, Inc. is a wholly-owned subsidiary of Green.

 

Landis Salons II, Inc., a Utah corporation was organized on March 17, 2010 as a wholly-owned subsidiary of Green for the purpose of opening a second Aveda™ Lifestyle Salon.

 

Landis Experience Center, LLC (“LEC”), a Utah limited liability company, was organized on January 23, 2012 as a wholly-owned subsidiary of Green for the purpose of operating an Aveda™ retail store in the City Creek Mall in Salt Lake City, Utah.

 

Basis of Presentation

 

The consolidated financial statements include the accounts of Green and its subsidiaries after elimination of intercompany accounts and transactions. All consolidated subsidiaries are wholly-owned by Green.

 

These statements should be read in conjunction with the Company’s annual financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. In particular, the Company’s significant accounting policies were presented as Note 2 to the consolidated financial statements in that Annual Report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements for the three and nine months ended September 30, 2016, are not necessarily indicative of the results that may be expected for the 12 months ending December 31, 2016.

 

Use of Estimates in the Preparation of the Financial Statements

 

The consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the amounts of assets and liabilities at the reporting date and the amounts of revenue and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates actual results could differ from the original estimates, requiring adjustments to these balances in future periods.

 

4

   

Note 2 – Summary of Significant Accounting Policies

 

Cash and Cash Equivalents

 

Investments with original maturities of three months or less at the time of purchase are considered cash equivalents. As of September 30, 2016 and December 31, 2015, Green had no cash equivalents.

 

Inventory

 

Inventory consists of items held for resale and is carried at the lower of cost or market. Cost is determined using the first in, first out (“FIFO”) method.

 

Property, Plant, and Equipment

 

Property, plant, and equipment are stated at historical cost. Depreciation is generally provided over the estimated useful lives, using the straight-line method, as follows:

 

Leasehold improvements Shorter of the lease term or the estimated useful life
Computer equipment and related software 3 years
Furniture and fixtures 3-10 years
Equipment 3-10 years
Vehicle 7 years
Signage 10 years

 

For the nine months ended September 30, 2016 and 2015, Green recorded depreciation expense of $82,773 and $102,787, respectively.

 

Long-Lived Assets

 

We periodically review the carrying amount of our long-lived assets for impairment. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. There were no impairments of long-lived assets as of September 30, 2016 and December 31, 2015.

 

Fair Value Measurements

 

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

 

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

 

Revenue Recognition

 

There are two primary types of revenue for the Company: 1) providing hair salon services, and 2) selling hair salon products. Revenue is recognized at the time the service is performed or the product is delivered. All revenue sources are domestic. In some cases, such as the sale of gift cards, revenue is deferred until the gift card is redeemed.

 

Deferred Revenue

 

Deferred revenue arises when customers pay for products and/or services in advance of receiving the product or service. Green’s deferred revenue consists solely of unearned revenue associated with the purchase of gift certificates for which revenue is recognized only when the service is performed or the product is delivered. As of September 30, 2016 and December 31, 2015, deferred revenue was $49,911 and $66,048, respectively.

 

5

 

Advertising

 

The Company expenses advertising production costs as they are incurred and advertising communication costs the first time the advertising takes place. For the nine month periods ended September 30, 2016 and 2015, advertising costs amounted to $69,639 and $92,029, respectively.

  

Stock-Based Compensation

 

Green recognizes the cost of employee services received in exchange for awards of equity instruments as stock-based compensation expense. Stock-based compensation expense is measured at the grant date based on the fair value of the restricted stock award, option, or purchase right and is recognized as expense, less expected forfeitures, over the requisite service period, which typically equals the vesting period. Because the employee is expected to and has historically received shares of common stock on or about the date of the employee stock option grant date as part of the exercise process, the fair value of each stock issuance is determined using the fair value of Green’s common stock on the grant date.

 

Income Taxes

 

Deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. 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. 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. Also, Green's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. Green is 100% consolidated into its parent company, SAKL, and therefore does not file an income tax return. Its financial amounts are consolidated into the SAKL income tax returns. As of September 30, 2016 and December 31, 2015, a 100% valuation allowance has been placed against the deferred tax asset and therefore is not reflected on the balance sheets.

 

Net Loss Per Share

 

Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period. Diluted earnings per common share is computed by dividing net income by the weighted average number of common shares and potential common shares during the specified period. For the nine months ended September 30, 2016 there were 1,013,448,004 potential common shares not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share.

 

Recent Accounting Pronouncements

 

Management believes the impact of recently issued standards and updates, which are not yet effective, will not have a material impact on Green’s consolidated financial position, results of operations or cash flows upon adoption.

 

Note 3 – Inventory

 

Green’s inventory consists of items held for resale and product that is used in services by the Landis and Landis II salons, and all are considered finished goods. Inventory is carried at the lower of cost or market. As of September 30, 2016 and December 31, 2015, inventory amounted to $152,434 and $138,928, respectively.

 

6

   

Note 4 – Property, Plant, and Equipment

 

The following is a summary of Green’s Property, plant, and equipment by major category as of September 30, 2016:

 

    Cost   Accumulated Depreciation   Net
Computer equipment and related software   $ 44,401     $ 34,438     $ 9,963  
Construction in process     1,068       —         1,068  
Leasehold improvements     732,690       514,951       217,739  
Furniture and fixtures     27,201       25,403       1,798  
Leased equipment     76,298       65,506       10,792  
Equipment     285,828       239,350       46,478  
Vehicle     48,193       44,751       3,442  
Signage     25,154       15,610       9,544  
    $ 1,240,833     $ 940,009     $ 300,824  

 

The following is a summary of Green’s Property, plant, and equipment by major category as of December 31, 2015:

 

    Cost   Accumulated Depreciation   Net
Computer equipment and related software   $ 39,247     $ 29,401     $ 9,846  
Construction in process     12,000       —         12,000  
Leasehold improvements     639,253       476,652       162,601  
Furniture and fixtures     27,201       24,661       2,540  
Leased equipment     76,298       54,061       22,237  
Equipment     282,957       219,071       63,886  
Vehicle     48,193       39,587       8,606  
Signage     25,155       13,803       11,352  
    $ 1,150,304     $ 857,236     $ 293,068  

 

Note 5 – Fair Value Measurements

 

Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of September 30, 2016 and December 31, 2015, consisted of the following:

 

        Total fair Quoted prices Significant other Significant
        value at in active observable unobservable
        September 30, markets Inputs inputs
Description     2016 (Level) (Level 2) (Level)
Derivative liability (1)    $  159,006  $              -     $  159,006  $              -   

 

        Total fair Quoted prices Significant other Significant
        value at in active Observable unobservable
        December 31, markets Inputs inputs
Description     2015 (Level) (Level 2) (Level)
Derivative liability (1)    $    209,610  $              -     $     209,610  $              -   

 

(1) Derivative liability amounts are due to the embedded derivatives of certain convertible notes payable issued by the Company and are calculated using the Black Scholes pricing model (see Note 6 - Derivative liability)

 

7

 

Note 6 – Derivative   Liability

 

As of September 30, 2016, the Company had a $159,006 derivative liability balance on the balance sheet, and for the nine months ended September 30, 2016, the Company recorded a $605 net gain from derivative liability activity. The derivative liability activity comes from convertible notes payable as follows:

 

Eastshore Enterprises, Inc.

 

On September 30, 2016, Green marked-to-market the fair value of the derivative liability related to the Eastshore Note and determined an aggregate fair value of $159,006 and recorded a $71,915 loss from change in fair value of derivative for the nine month period ended September 30, 2016. The fair value of the embedded derivative for the note was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 989%, (3) risk-free interest rate of 0.59%, (4) expected life of 1 year, and (5) estimated fair value of Green’s common stock of $0.37 per share.

 

Note 7– Related Party Transactions

 

    September 30, 2016   December 31, 2015
Convertible Debenture - Related Party                
Principal amount     —         2,147,591  
Debt discount     —         (29,218 )
Note Receivable – Related Party     (257,583 )     —    
Total     (257,583 )     2,118,373  

 

As of September 30, 2016 and December 31, 2015, amounts due to related parties were $628,875 and $424,804, respectively.

 

Richard Surber, a related party, is providing his personal guaranty for several lines of credit and credit cards that are being utilized by the Company and its operating subsidiaries. In addition to the above, Mr. Surber is a personal guarantor to notes payable by the Company with remaining principal balances of $252,698. Subsequent to September 30, 2016, Mr. Surber continues to provide his personal guaranty for several lines of credit, credit cards, and loans that are being utilized by the Company and its subsidiaries. The total amount of these credit obligations could exceed the amount of $300,000 from time to time   .

 

On September 30, 2016 the Company issued 230,621 shares of Series B and 3,843,686 shares of common stock for cancellation of a related party convertible debenture and accrued interest in the amount of $2,190,896.

 

Note 8 –Debt

 

During the nine month period ending September 30, 2016, the Company has entered into three new loan agreements in the total amount of $526,495   .

 

As of September 30, 2016, Mr. Surber is a personal guarantor to various notes payable by the Company. Subsequent to September 30, 2016, Mr. Surber continues to provide his personal guaranty for several lines of credit, credit cards, and loans that are being utilized by the Company and its subsidiaries. The total amount of these credit obligations could exceed the amount of $300,000 from time to time   .

 

On September 30, 2016 the Company issued 230,621 shares of Series B and 3,843,686 shares of common stock for cancellation of a related party convertible debenture and accrued interest in the amount of $2,190,896.

 

Note 9 – Stockholders’ Deficit

 

Preferred Stock

 

Green is authorized to issue 15,000,000 shares of preferred stock (par value $.001 per share). Green’s preferred stock may be divided into such series as may be established by the Board of Directors. As of September 30, 2016, Green has designated 12,000,000 of the preferred stock into two series as follows: 2,000,000 shares of Convertible Series B Preferred and 10,000,000 shares of Convertible Super voting Preferred.

 

The Preferred Stock is classified as equity as long as there are sufficient shares available to effect the conversion. In some instances certain contracts may pass the option to receive cash or common stock to the shareholder. In this case, it is assumed that a cash settlement will occur and balance sheet classification of the affected Preferred Stock and related preferred paid-in capital as a liability.

 

8

   

Convertible Super voting Preferred Stock

 

Each share of the Convertible Super voting Preferred Stock is convertible into 100 shares of Green’s Common stock and has the voting rights equal to 100 shares of common stock.

 

During the nine month period ended September 30, 2016, there were no issuances or conversions of Convertible super voting preferred shares.

 

As of both September 30, 2016 and December 31, 2015, Green had 10,000,000 shares of Convertible super voting preferred stock issued and outstanding.

 

Convertible Series B Preferred Stock

 

Each share of Green’s Convertible Series B Preferred Stock (Series B) has one vote per share and is convertible into $5.00 worth of common stock. The number of common shares received is based on the average closing bid market price of Green's common stock for the five days before conversion notice date by the shareholder. Series B shareholders, at the option of Green, can receive cash or common stock upon conversion.

 

On September 30, 2016 the Company issued 230,621 shares of Series B for cancellation of a related party convertible debenture and accrued interest in the amount of $1,095,445.

 

As of September 30, 2016 and December 31, 2015, Green had 958,228 and 734,607 shares of Series B issued and outstanding respectively.

 

Common Stock

 

Pursuant to an amendment to our articles of incorporation filed on June 27, 2016 the number of authorized common shares was reduced from 10,000,000,000 to 2,000,000,000 (par value $0.0001 per share) and the common stock was reversed 2000:1.

 

As of September 30, 2016 and December 31, 2015, and after giving effect to the reverse split, Green had 4,733,237 and 618,174 shares of common stock issued and outstanding respectively.

 

On September 30, 2016 the Company issued 3,843,686 shares of common stock for cancellation of a related party convertible debenture and accrued interest in the amount of $1,095,451.

 

Note 10 – Stock-Based Compensation

 

No stock compensation was awarded during the nine months ended September 30, 2016.

 

Note 11 – Litigation

 

There are no new matters of litigation during the nine months ended September 30, 2016.

 

Note 12 – Concentration of Risk

 

Supplier Concentrations

 

The Company purchases most of its salon inventory that is used for service and product sales from Aveda™. Aveda™ product purchases for the nine months ended September 30, 2016 and for the year ended December 31, 2015 accounted for approximately 99% of salon products purchased.

 

Market or Geographic Area Concentrations

 

100% of the Company's sales are in the salon services and products market and are concentrated in the Salt Lake City, Utah geographic area.

 

Note 13 – Going Concern

 

Generally accepted accounting principles in the United States of America contemplate the continuation of Green as a going concern. As of and for the nine months ended September 30, 2016, Green had negative working capital of $1,054,385 and a net loss of $274,085, which raises substantial doubt about Green’s ability to continue as a going concern. Green’s ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to successfully fulfill its business plan. Management plans to attempt to raise additional funds to finance the operating and capital requirements of Green through a combination of equity and debt financings. While Green is making its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be sufficient for operations.

 

Note 14 – Subsequent Events

 

In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and there are no additional material subsequent events to report.

 

9

   

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included in this Quarterly Report on Form 10-Q, or this Quarterly Report, and in conjunction with our Form 10-K for the fiscal year ended December 31, 2015 and Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016. Certain of these statements, including, without limitation, statements regarding the extent and timing of future revenues and expenses, customer demand and other statements using words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecast,” “intends,” “may,” “plans,” “projects,” “should,” “will” and “would,” and words of similar import and the negatives thereof, constitute forward-looking statements. These statements are predictions based upon management’s best judgment at the time they are made about future events that are not historical facts. Actual results could vary materially as a result of certain factors, including but not limited to, those expressed in these statements. We refer you to the “Risk Factors,” “Results of Operations,” and “Liquidity and Capital Resources” sections contained in this Quarterly Report, which identify important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements.

 

We urge you to consider these factors carefully in evaluating the forward-looking statements contained in this Quarterly Report. All subsequent written or oral forward-looking statements attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this Quarterly Report are made only as of the date of this Quarterly Report. We do not intend, and undertake no obligation, to update these forward-looking statements.

 

Overview

 

Green Endeavors, Inc. (“Green”) is a Utah corporation originally formed on April 25, 2002. Our fiscal year ends on December 31. We have never filed bankruptcy nor been through any similar financial reorganization.

 

As of September 30, 2016, we operate two high-quality hair care salons that feature Aveda™ products for retail sale. Landis Salons, Inc. (“Landis I”) operates its business within a 4,000 square foot space located in the Liberty Heights District of Salt Lake City, Utah as an Aveda™ Lifestyle Salon. Landis Salons II, Inc. (“Landis II”) operates within a 3,024 square foot space located in the Marmalade District of Salt Lake City, Utah under the Landis Lifestyle Salon brand as an Aveda™ Lifestyle Salon. A third location opened August 16, 2012, and operates as an Aveda™ Experience Center ("LEC") in the City Creek Mall in Salt lake City, Utah.

 

Aveda™ Lifestyle Salons can be distinguished from Aveda™ Concept Salons in that Aveda™ Lifestyle Salons are required to carry all of Aveda’s products and must meet a higher threshold for product sales than Aveda™ Concept Salons. An Aveda™ Lifestyle Salon is the highest level within the Aveda™ hierarchy of salons which is classified by higher purchasing volume, location, array of products carried and size of retail space.

 

Salon operations consist of three major components, an Aveda™ retail store, an advanced hair salon, and a training academy, which educates and prepares future staff about the culture, services, and products provided by the salon. The design of the salons is intended to look modern and feel comfortable, appealing to both genders, and all age groups.

 

Additional information on Landis can be found on its website at: www.landissalons.com.

 

Critical Accounting Estimates

 

In preparing our Condensed Consolidated Financial Statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities on our consolidated balance sheets. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. At least quarterly, we evaluate our assumptions, judgments and estimates and make changes accordingly. Historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results.

 

Results of Operations

 

The following discussion examines our results of operations and financial condition based on our consolidated financial statements for the three and nine months ended September 30, 2016 and 2015.

 

10

  

For the three and nine months ended September 30, 2016, we owned and operated three wholly owned subsidiaries. Two of the subsidiaries, Landis Salons, Inc. and Landis Salons II, Inc., operate as full-service hair and retail salons featuring the Aveda™ line of products. The third subsidiary, Landis Experience Center, LLC, is a retail Aveda™ Experience Center.

 

Revenue

 

We generate revenue through the sale of services and products in the hair salon industry. For the three month periods ended September 30, 2016 and 2015, we had net revenue of $832,507 and $733,642, respectively.

 

Three months ended September 30, 2016 and 2015

 

The following table shows the change in service revenue by salon for the three month periods ended September 30, 2016 and 2015:

 

    Three Months Ended September 30,   Increase (Decrease) over prior period
Salon   2016   2015   Dollar   %
Liberty Heights   $ 491,970     $ 385,733     $ 106,237       28  
Marmalade   $ 162,592     $ 149,114     $ 13,478       9  
City Creek   $ 4,795     $ (495 )   $ 5,290       1,069  
    $ 659,357     $ 534,352     $ 125,005       23  

 

Our salons experienced an increase of 23% in service revenues for the three month period ending September 30, 2016 over the comparable period of service sales for 2015. This increase is mostly resulting from an increase in staff that are now producing at sustainable levels.

 

The following table shows the change in product revenue by salon for the three month periods ended September 30, 2016 and 2015:

 

    Three Months Ended September 30,   Increase (Decrease) over prior period
Salon   2016   2015   Dollar   %
Liberty Heights   $ 97,372     $ 105,063     $ (7,691 )     (7 )
Marmalade   $ 30,358     $ 44,283     $ (13,925 )     (31 )
City Creek   $ 45,420     $ 49,944     $ (4,524 )     (9 )
    $ 173,150     $ 199,290     $ (26,140 )     (13 )

  

Our salons experienced a decrease of 13% in product revenues for the three month period ended September 30, 2016 over the comparable period of product sales for 2015. This decline in product revenue is primarily due to the Company's senior staff spending more time in our training programs for new artists.

 

Nine months ended September 30, 2016 and 2015

 

The following table shows the change in service revenue by salon for the nine month periods ended September 30, 2016 and 2015:

 

    Nine Months Ended September 30,   Increase (Decrease) over prior period
Salon   2016   2015   Dollar   %
Liberty Heights   $ 1,423,160     $ 1,160,854     $ 262,306       23  
Marmalade   $ 495,430     $ 429,155     $ 66,275       15  
City Creek   $ 12,550     $ —       $ 12,550       100  
    $ 1,931,140     $ 1,590,009     $ 341,131       21  

 

Our salons experienced an increase of 21% in service revenues for the nine month period ending September 30, 2016 over the comparable period of service sales for 2015. This increase is mostly resulting from an increase in staff that are now producing at sustainable levels.

 

11

   

The following table shows the change in product revenue by salon for the nine month periods ended September 30, 2016 and 2015:

 

    Nine Months Ended September 30,   Increase (Decrease) over prior period
Salon   2016   2015   Dollar   %
Liberty Heights   $ 315,162     $ 330,187     $ (15,025 )     (5 )
Marmalade   $ 103,907     $ 133,159     $ (29,252 )     (22 )
City Creek   $ 138,553     $ 140,435     $ (1,882 )     (1 )
    $ 557,622     $ 603,781     $ (46,159 )     (8 )

 

Our salons experienced a decrease of 8% in product revenues for the nine month period ended September 30, 2016 over the comparable period of product sales for 2015. This decline in product revenue is primarily due to the Company's senior staff spending more time in our training programs for new artists.

 

Costs of Revenue

 

Three months ended September 30, 2016 and 2015

 

The following table shows cost of revenue by type as a percentage of related revenue for the three month periods ended September 30, 2016 and 2015:

 

    Three Months Ended September 30,
Revenue Type   2016   2015
Service     51.4 %     59.3 %

 Product

    55.4 %     59.8 %

 

The cost of services revenue as a percentage of service revenue decreased by 8% for the three month period ended September 30, 2016 over the comparable period for 2015. This decrease in service cost is primary due to the Company having more new employees that generate less payroll expenses. The 4% decrease in product costs as a percentage of product sales for the same comparable periods is primarily due to change in inventory shrinkage.

 

Nine months ended September 30, 2016 and 2015

 

The following table shows cost of revenue by type as a percentage of related revenue for the nine month periods ended September 30, 2016 and 2015:

 

    Nine Months Ended September 30,
Revenue Type   2016   2015
Service     56.5 %     59.2 %
Product     55.4 %     57.6 %

 

The costs of services and products as a percentage of service and product revenue decreased slightly for the nine month period ended September 30, 2016 over the comparable period for 2015 due primarily to a decrease in payroll and lower shrinkage.

 

12

   

Operating Expenses

 

Three months ended September 30, 2016 and 2015

 

The following table shows general and administrative expenses for the three months ended September 30, 2016 and 2015:

 

    Three Months Ended September 30,    
    2016   2015   Change
Salaries and wages   $ 125,472     $ 116,715     $ 8,757  
Rent     42,389       42,470       (81 )
Advertising     22,361       28,426       (6,065 )
Credit card merchant fees     1,770       22,255       (20,485 )
Insurance     23,965       9,914       14,051  
Utilities and telephone     16,619       13,741       2,878  
Professional services     45,739       24,250       21,489  
Repairs and maintenance     10,363       8,349       2,014  
Dues and subscriptions     7,392       4,116       3,276  
Office expense     74,017       19,976       54,041  
Travel     3,342       7,927       (4,585 )
Investor relations and company promotion     (941 )     36,452       (37,393 )
Other     8,260       1,510       6,750  
   Total general and administrative expenses   $ 380,748     $ 336,101     $ 44,647  

 

General and administrative expenses increased by $44,647 during the three months ended September 30, 2016. The largest contributors to this were increases in office expenses and professional services. Salaries and wages increased due to our new stylists growing their repeat clients. Expenses related to professional services and investor relations and company promotions are not cyclical or recurring in nature and decreased due to the timing of strategic decisions.

 

Nine months ended September 30, 2016 and 2015

 

The following table shows general and administrative expenses for the nine months ended September 30, 2016 and 2015:

 

    Nine Months Ended September 30,    
    2016   2015   Change
Salaries and wages   $ 369,107     $ 450,309     $ (81,202 )
Rent     130,877       144,604       (13,727 )
Advertising     69,639       92,029       (22,390 )
Credit card merchant fees     5,010       47,540       (42,530 )
Insurance     65,732       35,363       30,369  
Utilities and telephone     44,039       41,440       2,599  
Professional services     92,734       161,724       (68,990 )
Repairs and maintenance     32,668       19,063       13,605  
Dues and subscriptions     22,537       22,087       450  
Office expense     151,120       49,316       101,804  
Travel     9,769       11,143       (1,374 )
Investor relations and company promotion     2,718       128,915       (126,197 )
Other     33,276       19,666       13,610  
   Total general and administrative expenses   $ 1,029,226     $ 1,223,199     $ (193,973 )

 

13

  

General and administrative expenses decreased by $(193,973) during the nine months ended September 30, 2016. The largest contributors to this were reductions in salaries, company promotion and professional services. Salaries and wages decreased due to the hiring of less experienced stylists to replace the vacating experienced stylists. Expenses related to professional services and investor relations and company promotions are not cyclical or recurring in nature and decreased due to the timing of strategic decisions.

 

Depreciation expense for the three months ended September 30, 2016, was $29,003 compared to $34,517 for the comparable three months ended September 30, 2015. The decrease of $5,514 is primarily due to certain fixed assets being fully depreciated after reaching their estimated useful lives.

 

Other Income (Expense)

 

Three months ended September 30, 2016 and 2015

    Three Months Ended September 30,
Other Income, (Expense)   2016   2015   Variance   %
Interest expense (net)   $ (71,856 )   $ (127,731 )   $ 55,875       (44 )
Gain (loss) on derivative fair value adjustment     (67,170 )     35,501       (102,671 )     (289 )
Other income (expense)     —         3,737       (3,737 )     (100 )
Total   $ (139,026 )   $ (88,493 )   $ (50,533 )     57  

 

The increase is primarily attributable to a change in derivative fair value adjustments of $(102,671).

 

Nine months ended September 30, 2016 and 2015

    Nine Months Ended September 30,
Other Income, (Expense)   2016   2015   Variance   %
Interest expense (net)   $ (224,903 )   $ (299,906 )   $ 75,003       (25 )
Gain (loss) on derivative fair value adjustment     605       (46,379 )     46,984       (101 )
Loss on stock subscription receivable     (39,839 )     (139,304 )     99,465       (71 )
Gain on settlement of debt     —         110,220       (110,220 )     (100 )
Other income (expense)     12,265       2,685       9,580       357  
Total   $ (251,872 )   $ (372,684 )   $ 120,812       (29 )

 

The   decrease of $120,812 is attributable to decreases in interest expense, loss on derivative fair value adjustment and in stock subscription receivable, offset by a gain on settlement of debt in the prior year of $110,220.

 

Liquidity and Capital Resources

 

Cash and Investments in marketable securities

Our primary sources of cash during the nine month period ended September 30, 2016 were customer payments for salon services and products. Our primary uses of cash were for payments relating to salaries, rent, inventory and other general operating expenses as well as payments on notes payable.

 

Working Capital

 

Working capital Deficit   September 30,   December 31,        
Current Assets   2016   2015   Variance   %
Cash   $ 91,819     $ 150,459     $ (58,640 )     (39 )
Accounts receivable     11,551       15,967       (4,416 )     (28 )
Inventory     152,434       138,928       13,506       10  
Prepaid expenses     19,360       31,513       (12,153 )     (39 )
Notes receivable – current     2,192       —         2,192       100  
Notes receivable, related party - current     257,583       196,922       60,661       31  
Total Current Assets     534,939       533,789       (11,150 )     0  
                                 
Current Liabilities                                
Accounts payable and accrued expenses     168,209       344,051       (175,842 )     (51 )
Deferred revenue     49,911       66,048       (16,137 )     (24 )
Deferred rent     78,291       86,818       (8,527 )     (10 )
Due to related parties     628,875       424,804       204,071       48  
Derivative liability     159,006       209,610       (50,604 )     (24 )
Current portion of notes payable     405,866       44,094       361,772       820  
Current portion of notes payable, related party     64,166       67,990       (3,824 )     (6 )
Current portion of capital lease obligations     —         10,038       (10,038 )     (100 )
Convertible notes payable, net of debt discount of $0 and $5,889, respectively     35,000       152,089       (117,089 )     (77 )
Total Current Liabilities     1,589,324       1,405,543       183,781       13  
                                 
Working Capital Deficit   $ (1,054,385 )   $ (871,754 )   $ (182,631 )     21  

 

15

 

Working capital decreased by $182,631 as of September 30, 2016, compared to December 31, 2015 primarily due to the increase in notes payable.

 

Cash Flows from Operating Activities

 

  Nine Months Ended September 30,
  2016   2015   Variance   %
Cash Flows from Operating Activities  $           (32,116)    $      (196,323)    $            164,207                         (84)

 

Cash flows from operating activities include net loss, adjusted for certain non-cash income statement items, as well as changes in the balances of certain operating assets and liabilities.

 

Cash Flows from Investing Activities

 

  Nine Months Ended September 30,
  2016   2015   Variance   %
Cash Flows from Investing Activities  $         (154,822)    $      (208,567)    $              53,745                         (26)

 

The change in cash flows used in investing activities was due primarily to making a related party loan and the receipt of payments on the loan.

 

Cash Flows from Financing Activities

 

  Nine Months Ended September 30,
  2016   2015   Variance   %
Cash Flows from Financing Activities  $           128,298    $        357,812    $           (229,514)                         (64)

 

The increase is attributable to new debt issuances.

 

Other Factors Affecting Liquidity and Capital Resources

 

We have insufficient current assets to meet our current obligations due to negative working capital of $1,054,385 as of September 30, 2016. Historically, we have funded our cash needs from a combination of revenues, carried payables, sales of equity, and debt transactions. Since we are not currently realizing net cash flows from our business, we may need to seek financing to continue our operations. Prospective sources of funding could include shareholder loans, equity sales or loans from other sources though no assurance can be given that such sources would be available or that any commitment of support is forthcoming to date.

 

We do not intend to pay cash dividends in the foreseeable future.

 

We expect to purchase property or equipment as part of our normal ongoing operations

 

8% Series A Senior Subordinated Convertible Redeemable Debentures

 

On April 30, 2008, we entered into a stock transfer agreement with our parent company SAKL and SAKL’s wholly-owned subsidiary DHI whereby they would each sell their holdings in Landis and New by Salons LLC in exchange for an 8% Series A Senior Subordinated Convertible Debenture with a face amount of $3,000,000. Interest on the debenture commenced on December 30, 2008. The debenture holder has the option, at any time, to convert all or any amount over $10,000 of principal face amount and accrued interest into shares of Common stock, $0.0001 par value per share, at a conversion price equal to the greater of $0.0001 or 95% of the average closing bid price of the common stock three days prior to the date we receive notice. In February of 2011, DHI transferred the Debenture to SAKL in exchange for the release of debt obligations owed to SAKL by DHI and SAKL holder of the Debenture. All obligations under the debenture were settled with SAKL on September 30, 2016 through the issuance of common and preferred stock.

 

16

 

Going Concern

 

Our audit opinion for the year ended December 31, 2015 expressed substantial doubt as to our ability to continue as a going concern as a result of recurring losses and negative working capital. These conditions raise substantial doubt about our ability to continue as a going concern. Management’s plans to address our ability to continue as a going concern include raising additional funds to finance the operating and capital requirements through a combination of equity and debt financings. While we are making our best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

 

Impact of Inflation

 

We compensate some of our salon employees with percentage commissions based on sales they generate. Accordingly, this provides us certain protection against inflationary increases, as payroll expense is a variable cost of sales. In addition, we may increase pricing in our salons to offset any significant increases in wages and cost of services provided. Therefore, we do not believe inflation has had a significant impact on the results of our operations.

 

Off-Balance Sheet Arrangements

 

As of September 30, 2016 and December 31, 2015, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not required for smaller reporting companies pursuant to Item 305 of Regulation S-K.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, under the supervision and with the participation of our management, including the Chief Executive Officer, or CEO, and the Chief Financial Officer, or CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2016.

 

The evaluation of our disclosure controls and procedures included a review of our processes and the effect on the information generated for use in this Quarterly Report on Form 10-Q. In the course of this evaluation, we sought to identify any material weaknesses in our disclosure controls and procedures, to determine whether we had identified any acts of fraud involving personnel who have a significant role in our disclosure controls and procedures, and to confirm that any necessary corrective action, including process improvements, was taken. This type of evaluation is performed every fiscal quarter so that our conclusions concerning the effectiveness of these controls can be reported in our periodic reports filed with the SEC. We intend to maintain these disclosure controls and procedures and to modifying them as circumstances warrant.

 

Based on evaluation as of September 30, 2016, the CEO and CFO have concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that the information required to be disclosed by us in our reports filed or submitted under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

Based on management's most recent evaluation of our company's internal control over financial reporting, management determined that there were no changes in our company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting that occurred during the most recent fiscal quarter.

 

Inherent Limitations on Effectiveness of Controls

 

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. Internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of internal control are met. Further, the design of internal control must reflect the fact that there are resource constraints, and the benefits of the control must be considered relative to their costs. While our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of their effectiveness, because of 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 Green Endeavors, Inc. have been detected.

 

17

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

No material change in any legal matter, as reported in the Annual Report on Form 10-K for the years ended December 31, 2015 and 2014, occurred during the nine months ended September 30, 2016.

 

Item 1A. Risk Factors

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the years ended December 31, 2015 and 2014, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

On September 30, 2016, the Company authorized the issuance of 3,843,686 shares of Common Stock and 230,621 Shares of Series B Preferred Stock to Sack Lunch Productions, Inc. in exchange for the satisfaction and settlement of $2,190,895.52 in debenture principle and accrued interest owed to Sack Lunch by the Company that will be removed from the Company’s liabilities. The shares will be issued with a restrictive legend to Sack Lunch. The share values were discounted to 95%, which was greater than the $.0001 floor, based upon the conversion provisions of the Debenture, dated December 28, 2011 in the original amount of $2,359,800 and as amended on December 11, 2015.

 

In the above transactions, the Board of Directors relied upon Rule 506 of the Securities Act of 1933 in originally issuing the convertible debenture and in the subsequent issuances resulting from conversions of the debenture into common and preferred stock were done pursuant to Rule 4(2) of the Securities Act of 1933.

 

Subsequent Events

 

In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and there are no additional material subsequent events to report.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. [Reserved]

 

Item 5. Other Information

 

On June 27, 2016 we filed an amendment to our articles of incorporation to effect a 1-for-2000 reverse stock split of our common stock and to reduce the number of authorized common shares from 10,000,000,000 to 2,000,000,000. All share and per share amounts relating to the common stock included in the financial statements have been restated to reflect the reverse stock split. This corporate action took effect on July 21, 2016.

 

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  Item 6. Exhibits

 

(a) The following exhibits are filed herewith or incorporated by reference as indicated in the table below:

 

    Incorporated by Reference  
Exhibit Number Description Form File Number Exhibit Number Filing Date Provided Herewith
             
3(i) Amended and Restated Certificate of Incorporation 10-12G/A 000-54018 3(i) 8/23/2010  
3(ii) Bylaws 10-12G/A 000-54018 3(ii) 8/23/2010  
3(iii) Plan of Merger 8-K 000-54018 3(iii) 8/26/2010  
3(iv) Plan of Merger and Share Exchange 8-K 000-54018 3(iv) 8/31/2010  
3(v) Utah Articles of Incorporation 8-K 000-54018 3(v) 8/31/2010  
4(i) Certificate of Designation for Series B Preferred Stock. 10-12G/A 000-54018 4(i) 8/23/2010  
4(ii) 8% Series A Senior Subordinated Convertible Redeemable Debenture issued to DHI dated April 30, 2008. 10-12G/A 000-54018 4(ii) 8/23/2010  
4(iii) 8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Akron Associates, Inc. dated January 15, 2010. 10-12G/A 000-54018 4(iii) 8/23/2010  
4(iv) 8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Desert Vista Capital, LLC. dated January 15, 2010. 10-12G/A 000-54018 4(iv) 8/23/2010  
4(v) 8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Akron Associates, Inc. dated March 16, 2010. 10-12G/A 000-54018 4(v) 8/23/2010  
4(vi) 8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Akron Associates dated May 11, 2010. 10-12G/A 000-54018 4(vi) 8/23/2010  
4(vii) 8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Desert Vista Capital, LLC dated May 11, 2010. 10-12G/A 000-54018 4(vii) 8/23/2010  
4(viii) Amended Certificate of Designation for Series B Preferred Stock. 10-12G/A 000-54018 4(viii) 9/22/2010  
10(i)            
             
31.01 Certification of the Registrant’s Chief Executive Officer, Richard D. Surber, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.         X
32.01 Certification of the Registrant’s Chief Executive Officer, Richard D. Surber, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.         X

   

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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 ENDEAVORS, INC.

(Registrant)

   
DATE: November 1, 2016

By: /s/ Richard D. Surber

Richard D. Surber

President, Chief Executive Officer, Chief Financial Officer, and Director

 

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