Notes to Condensed Consolidated Financial Statements
June 30, 2013 (unaudited)
Note 1 – Organization and Basis of Financial Statement 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 10,000,000,000 shares authorized; preferred with 3,000,000 shares authorized; convertible preferred with 2,000,000 shares authorized; and, convertible supervoting preferred with 10,000,000 shares authorized. Green is quoted on the Pink Sheets as an OTCQB issuer under the symbol GRNE.
Green is a more than 50% controlled subsidiary of Nexia Holdings, Inc. (“Nexia”). Nexia is quoted on the Pink Sheets under the symbol NXHD and is not currently a reporting company.
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. LEC opened its doors August 16, 2012.
Basis of Financial Statement Presentation
The condensed 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.
In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included. These condensed consolidated financial statements are unaudited. They should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012 as filed with the SEC. Operating results for the six months ended June 30, 2013 are not necessarily indicative of the results that can be expected for the year ending December 31, 2013.
Note 2 – Summary of Significant Accounting Policies
Use of Estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
4
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (unaudited)
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.
|
Cash and Cash Equivalents
Investments with original maturities of three months or less at the time of purchase are considered cash equivalents. As of June 30, 2013 and December 31, 2012, 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 is 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 three month periods ended June 30, 2013 and 2012, Green recorded depreciation expense of $32,386 and $33,930, respectively. For the six month periods ended June 30, 2013 and 2012, Green recorded depreciation expense of $64,953 and $57,535, 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 during the six month periods ended June 30, 2013 and 2012.
5
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (unaudited)
Revenue Recognition
There are primary two 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 revenue recognition. 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.
Advertising
The Company expenses advertising production costs as they are incurred and advertising communication costs the first time the advertising takes place. For the three month period ended June 30, 2013 and 2012, advertising costs amounted to $19,280 and $23,640, respectively. For the six month period ended June 30, 2013 and 2012, advertising costs amounted to $32,682 and $40,107, 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, Nexia, and therefore does not file an income tax return. Its financial amounts are consolidated into the
Nexia income tax returns. As of June 30, 2013 and December 31, 2012, 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 six months ended June 30, 2013, potential common shares are 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. There were approximately 1,838,017,234 such potentially dilutive shares excluded as of June 30, 2013.
6
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (unaudited)
Reclassification of Financial Statement Accounts
Certain amounts in the December 31, 2012 financial statements have been reclassified to conform to the presentation in the June 30, 2013 financial statements.
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. Inventory is carried at the lower of cost or market. As of June 30, 2013 and December 31, 2012, inventory amounted to $142,157 and $128,650, respectively.
Note 4 – Property, Plant, and Equipment
The following is a summary of Green’s Property, plant, and equipment by major category as of June 30, 2013:
|
|
|
Cost
|
|
|
Accumulated Depreciation
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computer equipment and related software
|
|
$
|
22,517
|
|
|
$
|
15,879
|
|
|
$
|
6,638
|
|
|
Leasehold improvements
|
|
|
624,154
|
|
|
|
299,080
|
|
|
|
325,074
|
|
|
Furniture and fixtures
|
|
|
25,347
|
|
|
|
25,837
|
|
|
|
(490
|
)
|
|
Leased equipment
|
|
|
76,298
|
|
|
|
15,913
|
|
|
|
60,385
|
|
|
Equipment
|
|
|
214,989
|
|
|
|
143,765
|
|
|
|
71,224
|
|
|
Vehicle
|
|
|
48,193
|
|
|
|
22,376
|
|
|
|
25,817
|
|
|
Signage
|
|
|
25,154
|
|
|
|
6,930
|
|
|
|
18,224
|
|
|
Total
|
|
$
|
1,036,652
|
|
|
$
|
529,780
|
|
|
$
|
506,872
|
|
7
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (unaudited)
The following is a summary of Green’s Property, plant, and equipment by major category as of December 31, 2012:
|
|
|
Cost
|
|
|
Accumulated Depreciation
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computer equipment and related software
|
|
$
|
21,093
|
|
|
$
|
14,131
|
|
|
$
|
6,962
|
|
|
Leasehold improvements
|
|
|
624,154
|
|
|
|
262,146
|
|
|
|
362,008
|
|
|
Furniture and fixtures
|
|
|
25,347
|
|
|
|
21,028
|
|
|
|
4,319
|
|
|
Leased equipment
|
|
|
70,256
|
|
|
|
8,475
|
|
|
|
61,781
|
|
|
Equipment
|
|
|
211,905
|
|
|
|
134,565
|
|
|
|
77,340
|
|
|
Vehicle
|
|
|
48,193
|
|
|
|
18,933
|
|
|
|
29,260
|
|
|
Signage
|
|
|
25,154
|
|
|
|
5,549
|
|
|
|
19,605
|
|
|
Total
|
|
$
|
1,026,102
|
|
|
$
|
464,827
|
|
|
$
|
561,275
|
|
Note 5 – Other Assets
The following table shows other assets as of June 30, 2013 and December 31, 2012:
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|
|
|
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|
|
|
|
|
|
|
|
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Lease and utility deposits
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|
$
|
30,475
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|
|
$
|
30,470
|
|
|
Certificate of deposit, restricted cash (1)
|
|
|
27,414
|
|
|
|
27,015
|
|
|
Total other assets
|
|
$
|
57,889
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|
|
$
|
57,485
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|
|
(1)
|
The certificate of deposit ("CD") is considered long-term, restricted cash because it is collateral for the June 18, 2010, $100,000 note payable to the Division of Economic Development of Salt Lake City Corporation (see item 3 of Note 9 below). The initial value of the CD was $25,000. As of June 30, 2013 and December 31, 2012, the CD has $2,414 and $2,015 of accrued interest, respectively.
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Note 6 – Fair Value Measurements
Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of June 30, 2013 and December 31, 2012, consisted of the following:
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|
|
Total fair
|
|
|
Quoted prices
|
|
|
Significant other
|
|
|
Significant
|
|
|
|
|
value at
|
|
|
in active
|
|
|
observable
|
|
|
unobservable
|
|
|
|
|
June 30,
|
|
|
markets
|
|
|
inputs
|
|
|
inputs
|
|
|
Description
|
|
2013
|
|
|
(Level)
|
|
|
(Level 2)
|
|
|
(Level)
|
|
|
Derivative liability (1)
|
|
$
|
(214,554
|
)
|
|
$
|
-
|
|
|
$
|
(214,554
|
)
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fair
|
|
|
Quoted prices
|
|
|
Significant other
|
|
|
Significant
|
|
|
|
|
value at
|
|
|
in active
|
|
|
observable
|
|
|
unobservable
|
|
|
|
|
December 31,
|
|
|
markets
|
|
|
inputs
|
|
|
inputs
|
|
|
Description
|
|
|
2012
|
|
|
(Level)
|
|
|
(Level 2)
|
|
|
(Level)
|
|
|
Derivative liability (1)
|
|
$
|
(231,609
|
)
|
|
$
|
-
|
|
|
$
|
(231,609
|
)
|
|
$
|
-
|
|
|
(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 7 - Derivative liability)
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8
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (unaudited)
Note 7 – Derivative Liability
As of June 30, 2013, the Company had a $214,554 derivative liability balance on the balance sheet, and for the six months ended June 30, 2013, the Company recorded a $5,480 gain from derivative liability fair value adjustment. The derivative liability activity comes from convertible notes payable as follows:
Asher Enterprises, Inc.
As discussed in Note 9 – “Notes Payable”, during 2011 and 2012, Green issued an aggregate of $197,500 Convertible Promissory Notes to Asher Enterprises, Inc. (“Asher Notes”) that mature from January 9, 2012 to November 6, 2012. The Asher Notes bear interest at a rate of 8% per annum and can be convertible into Green’s common shares, at the holder’s option, at the conversion rates of 56% to 61% of the market price (a 44% to 39% discount) of the lowest three trading prices of Green’s common shares during the ten-day period ending one trading day prior to the date of the conversion. Green analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.
The embedded derivative for the Asher Notes is carried on Green’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. Green fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the inception dates of the Asher Notes was $269,507. Of the total, $197,500 was recorded as a debt discount, which is up to but not more than the net proceeds of the notes. $72,007 was charged to operations as non-cash interest expense.
The debt discount for the Asher Notes is amortized over the life of the notes (approximately nine months each). On June 30, 2013, Green marked-to-market the fair value of the derivative liabilities related to the Asher Notes and determined an aggregate fair value of $147,461 and recorded a $1,990 gain from change in fair value of derivatives for the six month period ended June 30, 2013. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 463%, (3) risk-free interest rate of .1%, (4) expected life of 0.5 of a year, and (5) estimated fair value of Green’s common stock of $0.0055 per share.
On July 2, 2013, Asher and Green amended each of these convertible promissory notes. The amendments require that the interest rate of the notes are to remain at 8% per annum from inception date of the notes until May 19, 2013, at which time the default interest rate of 22% on unpaid principal may become effective at the option of Asher. The amendments also provide that Asher may not convert into equity of Green any of the default interest or any of the 50% default fee from the period of February 2, 2012 through May 19, 2013. As of June 30, 2013 and December 31, 2012, the default fees have not been included in the calculation of the derivative liability for these notes.
9
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (unaudited)
Eastshore Enterprises, Inc.
As discussed in Note 9 – “Notes Payable”, on August 17, 2012, Green issued a $35,000 Convertible Promissory Note to Eastshore Enterprises, Inc. (“Eastshore Note”) that matures August 17, 2014. The Eastshore Note bears interest at a rate of 8% per annum and can be convertible into Green’s common shares, at the holder’s option, at the conversion rate of 54% of the market price (a 46% discount) of the lowest trading price of Green’s common shares during the ten-day period ending one trading day prior to the date of the conversion. Green analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.
The embedded derivative for the Eastshore Note is carried on Green’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. Green fair values the embedded derivative using the Black-Scholes option pricing model. The fair value of the derivative at the inception date of the Eastshore Note was $63,636. Of the total, $35,000 was recorded as a debt discount, which is up to but not more than the net proceeds of the note. $28,636 was charged to operations as non-cash interest expense. The fair value of $63,636 was recorded as a derivative liability on the balance sheet.
The debt discount for the Eastshore Note is amortized over the life of the note (approximately two years). On June 30, 2013, Green marked-to-market the fair value of the derivative liabilities related to the Eastshore Note and determined an aggregate fair value of $67,093 and recorded a $3,490 gain from change in fair value of derivative for the six month period ended June 30, 2013. 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 463%, (3) risk-free interest rate of 0.15%, (4) expected life of 1.1 years, and (5) estimated fair value of Green’s common stock of $0.02 per share.
Note 8 – Related Party Transactions
On April 30, 2008, Green entered into a stock transfer agreement with its parent company Nexia and Nexia’s wholly-owned subsidiary DHI whereby they would each sell their holdings in Landis and Newby 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. DHI 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 95% of the average closing bid price of the Common stock three days prior to the date notice is received by Green. Green determined that there is a beneficial conversion feature for the debt and recorded a debt discount of $150,000 on April 30, 2008, which is being amortized for 10 years to the maturity date of the debenture. In December 2009, Nexia converted $125,000 of the debenture into common stock of Green and during 2010 Green paid $15,200 of principal on the debenture. During 2010, Nexia sold $500,000 of its holdings of the debenture to unrelated parties for cash thus leaving the related and unrelated party portions of the debenture at $2,359,800 and $500,000, respectively for a total amount of $2,859,800. As of June 30, 2013 and December 31, 2012, the entire amount is considered long-term. The following table shows the related and unrelated party amounts of the debenture and their respective amortized debt discount amounts:
10
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (unaudited)
|
|
|
|
|
|
|
|
|
Convertible Debenture - Related Party
|
|
June 30,
2013
|
|
|
December 31,
2012
|
|
|
Principal amount
|
|
$
|
2,359,800
|
|
|
$
|
2,359,800
|
|
|
Debt discount
|
|
|
(60,524)
|
)
|
|
|
(66,785)
|
)
|
|
Convertible debenture, net of debt discount
|
|
$
|
2,299,276
|
|
|
$
|
2,293,015
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Debenture - Unrelated Party
|
|
|
|
|
|
|
|
|
|
Principal amount
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
Debt discount
|
|
|
(12,104)
|
)
|
|
|
(13,357)
|
)
|
|
Convertible debenture, net of debt discount
|
|
$
|
487,896
|
|
|
$
|
486,643
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Debenture - Totals
|
|
|
|
|
|
|
|
|
|
Principal amount
|
|
$
|
2,859,800
|
|
|
$
|
2,859,800
|
|
|
Debt discount
|
|
|
(72,628)
|
)
|
|
|
(80,142)
|
)
|
|
Convertible debenture, net of debt discount
|
|
$
|
2,787,172
|
|
|
$
|
2,779,658
|
|
The following table summarizes the related party amounts of principal and accrued interest on the Convertible Debentures as of June 30, 2013 and December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
June 30,
2013
|
|
|
December 31,
2012
|
|
|
Principal balance
|
|
$
|
2,359,800
|
|
|
$
|
2,359,800
|
|
|
Accrued interest
|
|
|
136,422
|
|
|
|
114,156
|
|
|
Total
|
|
$
|
2,496,222
|
|
|
$
|
2,473,956
|
|
As of June 30, 2013 and December 31, 2012, amounts due to related parties are $148,672 and $310,349, respectively. The $148,672 consists of $136,422 of accrued interest from the convertible debenture as shown in the table above, $589 of accrued interest for the note payable to Richard Surber, and $11,611 owed a Nexia subsidiary. The $310,349 consists of $114,156 of accrued interest from the convertible debenture as shown in the table above, $829 of accrued interest for the note payable to Richard Surber, and $195,364 from various amounts owed to Nexia and its subsidiaries.
On April 27, 2012, Nexia Holdings Inc., converted $144,558 of accrued interest into 4,150,000 shares of convertible preferred supervoting stock of the Company. The transaction was valued at $144,558 as per the conversion provisions of the convertible debt. The shares were issued with a restrictive legend to Nexia, the parent corporation of the Company. The issuance of the shares took place on May 4, 2012. The issuance results in Nexia holding 100% of the 10 million shares of Supervoting Preferred Stock authorized for the Company, resulting in Nexia holding 1 billion votes in any shareholder action. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933.
11
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (unaudited)
On May 23, 2012, Nexia Holdings Inc., converted $400,000 of accrued interest into 10,526,316 shares of common stock. The transaction was valued at $400,000 as per the conversion provisions of the convertible debt. The shares were issued with a restrictive legend to Nexia, the parent corporation of the Company. The issuance of the shares took place on May 24, 2012. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933.
On May 25, 2012, the Company and its parent company, Nexia Holdings, Inc., entered into a Security Agreement with Richard Surber, CEO of the Company. Mr. Surber has potential exposure created due to his serving as a guarantor of numerous debts and obligations of the Company and of Nexia, and the Company and Nexia have amounts owed to Mr. Surber personally. The total amount of these personal guarantees obligations owed to Mr. Surber is estimated to exceed $1.7 million. The Security Agreement provides that Mr. Surber is secured by assets of the Company, including the ownership of shares in the subsidiaries of the Company, to secure these debts and obligations of the Company that are owed to Mr. Surber.
On June 5, 2012, Green entered into a secured agreement with Richard Surber, President, CEO and Director of Green, to provide him a record lien (UCC-1 file number 413621201234, Utah) on certain assets of the company for the debts and obligations of the company for which Mr. Surber is providing a personal guaranty to lenders of the Company. The assets included in the secured interest include: all inventory, equipment fixtures, stock ownership, including but not limited to the shares held by Green Endeavors Inc. in Landis Salons, Inc., Landis Salons II, Inc., Landis Salons III, Inc. and ownership rights in Landis Experience Center LLC and any other intangible property and all tangible personal property held by, granted to or owned by Green or that is later acquired by Green subject only to purchase money liens held by sellers or grantor. Subsequent to June 30, 2013, 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. As of June 30, 2013, Mr. Surber is a personal guarantor to various notes payable by the Company with remaining principal balances of $163,960.
On November 5, 2012, Landis Salons II, Inc. entered into a promissory note with Richard Surber, President, CEO and Director of Green, for the sum of $25,000 for funds loaned. The note bears interest at the rate of 20% per annum, with a term of five years and monthly payments of $662 and a demand feature by which the note can be called upon the demand of Mr. Surber. Landis Salons II as security for the note pledged all of its assets, stock in trade, inventory, furniture, fixtures, supplies, any intangible property and all tangible personal property of Landis Salons II and all and any other assets to which Landis Salons II holds title or claims ownership or that is hereafter acquired by Landis Salons II, subject only to purchase money liens held by sellers or grantors. As of June 30, 2013, the principal balance of the note was $25,000 and accrued interest was $589. For the six month period ended June 30, 2013, $2,649 was paid toward accrued interest
On April 15, 2013, Green entered into a promissory note with its parent company, Nexia Holdings, Inc., in the amount of $37,400 for cash advanced to Green. Interest on the note is 10% per annum, monthly payments are $1,725.82 and the note is due 24 months from signing. As of June 30, 2013, principal payments on the note were $2,840.
On May 16, 2013 the Board of Directors approved the issuance of 32,000 Convertible Series B Preferred Stock to two employees (16,000 shares each) for services performed on behalf of the Company pursuant to the 2008 Benefit Plan of the Company. The transaction was recorded at $160,000, which is the 32,000 shares multiplied by the conversion price of $5 multiplied per share. This $160,000 amount was offset against balances Green owed to a subsidiary of Nexia. The shares were issued with a restrictive legend.
12
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (unaudited)
Note 9 – Notes Payable
A summary of notes payable as of June 30, 2013 and December 31, 2012 is as follows:
|
Creditor
|
|
Interest
Rate
|
|
|
|
|
|
|
|
|
|
Xing Investment Corp. (1)
|
|
|
10.00%
|
|
5/12/2008
|
|
$
|
171,000
|
|
|
$
|
171,000
|
|
|
Salt Lake City Corporation (3)
|
|
|
3.25%
|
|
8/1/2015
|
|
|
43,701
|
|
|
|
53,690
|
|
|
William and Nina Wolfson (4)
|
|
|
11.00%
|
|
2/27/2016
|
|
|
36,724
|
|
|
|
42,279
|
|
|
Cyprus Credit Union (5)
|
|
|
2.69%
|
|
12/5/2014
|
|
|
15,263
|
|
|
|
20,410
|
|
|
Salt Lake City Corporation (6)
|
|
|
5.00%
|
|
9/1/2017
|
|
|
43,272
|
|
|
|
47,785
|
|
|
Express Travel Related Services (7)
|
|
|
6.00%
|
|
2/19/2014
|
|
|
24,558
|
|
|
|
-
|
|
|
Total
|
|
|
|
|
|
|
|
334,518
|
|
|
|
335,164
|
|
|
Less: Current portion
|
|
|
|
|
|
|
|
(248,083
|
)
|
|
|
(222,179
|
)
|
|
Long-term portion
|
|
|
|
|
|
|
$
|
86,435
|
|
|
$
|
112,985
|
|
A summary of convertible notes payable as of June 30, 2013 and December 31, 2012 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditor
|
|
|
|
|
|
|
|
|
|
|
|
Asher Enterprises, Inc. (2)*
|
|
|
8.00%
|
|
3/16/2012
|
|
|
-
|
|
|
$
|
3,000
|
|
|
Asher Enterprises, Inc. (2)*
|
|
|
8.00%
|
|
4/25/2012
|
|
|
17,700
|
|
|
|
25,000
|
|
|
Asher Enterprises, Inc. (2)*
|
|
|
8.00%
|
|
9/12/2012
|
|
|
22,500
|
|
|
|
22,500
|
|
|
Asher Enterprises, Inc. (2)*
|
|
|
8.00%
|
|
11/6/2012
|
|
|
42,500
|
|
|
|
42,500
|
|
|
Southridge Partners II, LP (8)
|
|
|
0%
|
|
2/28/2013
|
|
|
75,000
|
|
|
|
75,000
|
|
|
Eastshore Enterprises, Inc. (9)
|
|
|
8.00%
|
|
8/17/2014
|
|
|
35,000
|
|
|
|
35,000
|
|
|
Debt discount - convertible notes, net
|
|
|
|
|
|
|
|
(19,801
|
)
|
|
|
(38,105
|
)
|
|
|
Total, net
|
|
|
|
|
|
|
|
172,899
|
|
|
|
164,895
|
|
|
|
Less: Current portion
|
|
|
|
|
|
|
|
(157,700
|
)
|
|
|
(158,374
|
)
|
|
|
Long-term portion
|
|
|
|
|
|
|
$
|
15,199
|
|
|
$
|
6,521
|
|
|
*
|
For all Asher notes payable, the interest rate increased from 8% to 22% on May 19, 2013.
|
|
|
|
|
|
|
|
|
A summary of the related party note payable as of June 30, 2013 and December 31, 2012 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditor
|
|
|
|
|
|
|
|
|
|
|
|
Richard D. Surber (related party) (10)
|
|
|
20.00%
|
|
11/6/2017
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
Nexia Holdings, Inc. (related party (11)
|
|
|
10.00%
|
|
4/15/2015
|
|
|
34,560
|
|
|
|
-
|
|
|
Total, net
|
|
|
|
|
|
|
|
59,560
|
|
|
|
25,000
|
|
|
Less: Current portion
|
|
|
|
|
|
|
|
(23,506
|
)
|
|
|
(3,534
|
)
|
|
Long-term portion
|
|
|
|
|
|
|
$
|
36,054
|
|
|
$
|
21,466
|
|
13
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (unaudited)
|
|
(1)
|
On May 12, 2006, Green borrowed $171,000 from Xing Investment Corp with a convertible promissory note. The note is interest bearing at 10% per annum with no interest due until the note maturity date of May 12, 2008. Both principal and accrued interest, at the option of the note holder, may be converted into Common stock of Green at $0.01 per share. The note was not liquidated at the maturity date and is currently in default. No payments have been made on the obligation because Green is unable to locate Xing Investment Corp. or its representatives. As of June 30, 2013 and December 31, 2012, accrued interest reported in accounts payable and accrued expenses was $34,200.
|
|
|
(2)
|
During the period from April 5, 2011 through February 2, 2012, Green has issued a series of convertible promissory notes with an aggregate face amount of $197,500 to Asher Enterprises, Inc. that mature from January 9, 2012 to November 6, 2012. The transactions have been handled as a private sale exempt from registration under Rule 506 of the Securities Act of 1933. The notes mature in approximately 270 days from issuance and bear interest at a rate of 8% per annum. At the holder’s option, the notes can be converted into Green’s common shares at the conversion rates of 56% to 61% discount to the market price of the lowest six trading prices of Green’s common shares during the ten-day period ending one trading day prior to the date of the conversion. As amended, the interest rate increases to 22% after May 19, 2013 at the option of Asher. As of June 30, 2013, $120,600 of principal, interest, and default amount on the notes had been converted into 6,773,874 shares of common stock. As of June 30, 2013, the notes are considered in default. The notes call for a default amount and Green has recorded a loss contingency. As of June 30, 2013 the loss contingency amounted to $41,350. As of June 30, 2013, the total of principal, interest, and default amount owed to Asher was $135,526. The Company is working on a cure for the default. On July 2, 2013, Asher and Green retroactively amended the notes to provide that the 50% default fee may not be converted to equity of Green until May 20, 2013.
|
|
|
The exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. As a result, the Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability (see Note 7 - Derivative Liability).
|
|
|
(3)
|
On June 18, 2010, Landis Salons, Inc. received a loan in the amount of $100,000 from the Division of Economic Development of Salt Lake City Corporation. The loan includes a 1% origination fee and bears interest at the rate of 3.25% per annum. Principal and interest payments are made monthly over a five year term commencing June 2010. The loan is secured by a $25,000 certificate deposit held in the name of Landis Salons, Inc. and is personally guaranteed by Richard Surber, CEO of Green. The certificate of deposit is considered restricted because it is collateral for the loan. As of June 30, 2013, the note balance is $43,701. Principal payments made on the note during the six months ended June 30, 2013 amounted to $9,989.
|
|
|
(4)
|
On February 27, 2012, Green and Landis Experience Center, LLC issued an 11% note payable in the principal face amount of $50,000 to William and Nina Wolfson in exchange for a cash payment of the same amount. The note has a due date of February 27, 2016. The note provides for monthly payments in the amount of $1,292 of principal and interest. In addition to the Company’s guarantee to the note, Richard Surber has personally guaranteed the note. As of June 30, 2013, the note balance is $36,724. Principal payments made on the note during the six months ended June 30, 2013 amounted to $11,061.
|
14
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (unaudited)
|
|
(5)
|
On September 5, 2012, Landis Salons, Inc. received a loan in the amount of $22,959 from Cyprus Credit Union for the refinancing of a Company truck. The loan replaced the loan for the truck to Chase bank (see loan #3 above). The loan has a maturity date of December 5, 2014 and bears interest at the rate of 2.69% per annum. Principal and interest payments of $899 are made monthly over 27 months commencing October 5, 2012. The loan is secured by a lien on the vehicle in addition to the corporate guarantee for the loan. Richard Surber, CEO of the Company has personally guaranteed the loan. As of June 30, 2013, the note balance is $15,263. Principal payments made on the note during the six months ended June 30, 2013 amounted to $5,147.
|
|
|
(6)
|
On August 20, 2012, the Board of Directors of Landis Experience Center, LLC approved that it enter into a loan agreement with Salt Lake City Corporation in the amount of $50,000. Pursuant to the board approval, a note in the amount of $50,000 was issued on August 21, 2012. The note bears interest at 5% per annum and requires 60 monthly installments of $944 commencing October 1, 2012. In addition to corporate guarantees and the personal guarantee by Richard Surber, President, CEO, and Director of LEC, a certificate of deposit is being held as collateral for the loan. As of June 30, 2013, the note balance was $43,272. Principal payments made on the note during the six months ended June 30, 2013 amounted to $4,513.
|
|
|
(7)
|
On February 19, 2013, the Board of Directors of Landis Salons, Inc. approved that it enter into a loan agreement with Express Travel Related Services Company, Inc. in the amount of $36,000. The note is a merchant account financing arrangement wherein Landis repays the loan at the rate of 9% of the American Express credit card sales receipts that are due each month. The loan requires a prepaid interest charge that is 6% ($2,160) of the $36,000 loan amount. These financing costs are being amortized to interest expense during the one year term of the loan. The total amount due at the inception date is $38,160. As of June 30, 2013, the loan balance was $24,558. Payments made during the six months ended June 30, 2013 amounted to $13,602.
|
|
|
(8)
|
On August 15, 2012, Green issued a $75,000 promissory convertible promissory note to Southridge Partners II, LP as a condition of Southridge entering into an Equity Purchase Agreement with the Company (see Note 14). The transaction has been handled as a private sale exempt from registration under Rule 506 of the Securities Act of 1933. The note bears no interest and matures on February 28, 2013 at which time a balloon payment of the entire principal amount is due. The holder of the note is entitled any time after the maturity date to convert the note into common stock of the Company at 70% of the average of the two lowest closing bid prices for the five day prior to the date of the conversion. The Company determined the note contained a beneficial conversion feature and therefore recorded a $32,143 debt discount. As of June 30, 2013, the balance of the note was $75,000 and the balance of the debt discount was $0. No payments have been made on the note as of June 30, 2013 and the note is in default.
|
|
|
(9)
|
On August 17, 2012, Green issued a $35,000 convertible promissory note to Eastshore Enterprises, Inc. Green converted $15,000 of accounts payable to Eastshore to the note and also received $20,000 in cash for the loan. The transaction has been handled as a private sale exempt from registration under Rule 506 of the Securities Act of 1933. The note matures on August 17, 2014 and bear interest at a rate of 8% per annum. After one year from issuance, the holder can be convertible into Green’s common shares at the conversion rate of 54% of the market price of the lowest price of Green’s common shares during the ten-day period ending one trading day prior to the date of the conversion. As of June 30, 2013, none of the note had been converted into shares of common stock. As of June 30, 2013, the balance of the note was $35,000 and the balance of the debt discount was $19,801. No payments have been made on the note as of June 30, 2013.
|
15
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (unaudited)
|
|
The exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. As a result, the Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability (see Note 7 - Derivative Liability).
|
|
|
(10)
|
On November 5, 2012, Landis Salons II, Inc. entered into a promissory note with Richard Surber, President, CEO and Director of Green, for the sum of $25,000 for funds loaned. The note bears interest at the rate of 20% per annum, with a term of five years and monthly payments of $662 and a demand feature by which the note can be called upon the demand of Mr. Surber. Landis Salons II as security for the note pledged all of its assets, stock in trade, inventory, furniture, fixtures, supplies, any intangible property and all tangible personal property of Landis Salons II and all and any other assets to which Landis Salons II holds title or claims ownership or that is hereafter acquired by Landis Salons II, subject only to purchase money liens held by sellers or grantors. As of June 30, 2013, the balance of the note was $25,000. For the six month period ended June 30, 2013, $2,649 was paid toward accrued interest.
|
|
|
(11)
|
On April 15, 2013, Green entered into a promissory note with its parent company, Nexia Holdings, Inc., in the amount of $37,400 for cash advanced to Green. Interest on the note is 10% per annum, monthly payments are $1,726 and the note is due 24 months from signing. As of June 30, 2013, principal payments on the note were $2,840.
|
Note 10 – Lease Commitments
Operating Leases
Facilities are leased under operating leases expiring at various dates through September, 2020. Certain of these leases contain renewal options. For the six month periods ended June 30, 2013 and 2012, rent expense under operating leases was $115,396 and $79,607, respectively.
As of June 30, 2013, future minimum lease payments under non-cancelable operating leases were as follows:
|
|
|
Operating Leases
|
|
|
For the fiscal years ending December 31:
|
|
|
|
|
2013 - remainder
|
|
$
|
95,984
|
|
|
2014
|
|
|
198,859
|
|
|
2015
|
|
|
188,415
|
|
|
2016
|
|
|
131,741
|
|
|
2017
|
|
|
137,801
|
|
|
Thereafter
|
|
|
348,724
|
|
|
Total operating lease payments
|
|
$
|
1,101,524
|
|
16
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (unaudited)
Capital Leases
The Company is has three non-cancelable capital leases for salon and office equipment. Two of them were entered into during 2012 and the third one was during February, 2013. The Company evaluated the leases at the time of purchase and determined that the lease agreements each contain a beneficial by-out option wherein the Company has the option to buy the equipment for $1 at the end of the lease terms. Under the guidance in ASC 840, the Company has classified the leases as capital leases, accordingly, the salon and office equipment under the leases with a cost of $76,167 has been capitalized and included with the Company's property, plan, and equipment and is depreciated as such. The Company used the discounted value of future payments as the fair value of this asset and has recorded the discounted value of the remaining payments as a liability.
Capital leases payable outstanding were as follows:
|
|
|
Capital Leases
|
|
|
|
|
|
|
|
For the fiscal years ending December 31:
|
|
|
|
|
2013 - remainder
|
|
$
|
12,888
|
|
|
2014
|
|
|
25,776
|
|
|
2015
|
|
|
25,776
|
|
|
2016
|
|
|
12,042
|
|
|
2017
|
|
|
1,539
|
|
|
Thereafter
|
|
|
256
|
|
|
Total capital lease payments
|
|
|
78,278
|
|
|
Less interest for the terms
|
|
|
(17,167
|
)
|
|
Total, net
|
|
$
|
61,111
|
|
Note 11 – 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 June 30, 2013, 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 Supervoting 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.
Convertible Supervoting Preferred Stock
Each share of the Convertible Supervoting Preferred Stock is convertible into 100 shares of Green’s Common stock and has the voting rights equal to 100 shares of common stock.
17
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (unaudited)
During the six month period ended June 30, 2013, there were no issuances or conversions of Convertible Supervoting Preferred shares.
As of June 30, 2013 and December 31, 2012, Green had 10,000,000 and 10,000,000 shares of Convertible Supervoting Preferred stock issued and outstanding, respectively.
Convertible Series B Preferred Stock
Each share of Green’s Convertible Series B Preferred Stock 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. Convertible Series B Preferred Stock shareholders, at the option of Green, can receive cash or common stock upon conversion.
On May 16, 2013 the Board of Directors approved the issuance of 32,000 Convertible Series B Preferred Stock to two employees (16,000 shares each) for services performed on behalf of the Company pursuant to the 2008 Benefit Plan of the Company. The transaction was recorded at $160,000, which is the 32,000 shares multiplied by the conversion price of $5 multiplied per share. This $160,000 amount was offset against balances Green owed to a subsidiary of Nexia. The shares were issued with a restrictive legend.
During the six month period ended June 30, 2013, the Board of Directors approved the conversion of 12,941 shares of Convertible Series B Preferred Stock in to 5,384,953 shares of Common Stock of the Company. The shares were converted at prices ranging from $0.00966 to $0.01386 per share based on the conversion provisions for the Series B Preferred Stock designation.
As of June 30, 2013 and December 31, 2012, Green had 566,537 and 547,478 shares of Convertible Series B Preferred stock issued and outstanding, respectively.
Common Stock
Green is authorized to issue 10,000,000,000 shares of common stock (par value $0.0001 per share).
On March 29, 2012, the Company filed with the State of Utah an Amendment to its Articles of Incorporation that increased the number of authorized shares of common stock from 2,500,000,000 to 10,000,000,000. This action was taken after notice to the shareholders and having consent from a majority of the voting rights.
On or about March 22, 2013 the Company received the consent of a majority of the voting rights of the shareholders of the Company to carry out a reverse stock split of the common stock of the Company on the basis of one share for each two hundred shares of outstanding common stock and to change the par value of the common stock to $0.0001. The action as proposed was approved by the Board of Directors and notice was provided through the filing of a Form 14C Information Statement with the SEC and the reverse stock split was effective as of April 10, 2013. All common stock share quantities, prices, and par values contained in these financial statements and accompanying footnotes that occurred before April 10, 2013, have been retroactively restated to reflect the occurrence of the split and par value change.
During the six month period ended June 30, 2013, the Board of Directors approved the conversion of $10,300 in principal, $1,300 in interest, and $1,500 in default fee on the Asher Notes into 2,912,797 shares of common stock. The shares were converted at prices ranging from $0.0032 to $0.0075 per share according to the terms of the notes. (See Note 9 - Notes Payable, Item 2 for additional detail about the notes.)
18
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (unaudited)
As of June 30, 2013 and December 31, 2012, Green had 30,562,947 and 22,265,197 shares of common stock issued and outstanding, respectively.
Note 12 – Stock-Based Compensation
On December 2, 2011, the Board of Directors approved a stock-based compensation program entitled The 2011 Benefit Plan of Green Endeavors, Inc. (the “Plan”) wherein common stock options are granted to employees. A total of 1,500,000 shares of the Green’s common stock (par value $0.0001) are authorized to be issued or granted to employees (“Employees”) under the Plan. Employees include actual employees or certain non-employee, consultants and advisors of Green, its subsidiaries, and parent company. The Plan is designed to attract and retain employees.
Under the Plan and during the year ended December 31, 2012, the company granted 730,000 stock options to five employees for services. For the year ended December 31, 2012, stock-based compensation expense of $71,775 was accounted for under the fair value method of accounting using a Black-Scholes valuation model to measure stock option expense at the date of grant. The weighted average components used for the calculation of the fair value for the options granted were approximately: $0.08 – exercise price, one year term, 502% volatility, and a .18% risk free rate. The income tax benefit related to the stock-based compensation expense during the period was $0. Also, the aggregate intrinsic value of all options outstanding and exercisable at December 31, 2012, was $0. As of December 31, 2012, 1,030,000 shares under the grants had been exercised and there were no unexercised grants. For the year ended December 31, 2012, there were no expired or cancelled grants. As of December 31, 2012, there were 470,000 shares available for future stock-based compensation grants.
There were no grants under the Plan and during the six months ended June 30, 2013. As of June 30, 2013, 1,030,000 shares under the grants had been exercised and there were no unexercised grants. For the six months ended June 30, 2013, there were no expired or cancelled grants. As of June 30, 2013, there were 470,000 shares available for future stock-based compensation grants.
Note 13 – Equity Purchase Agreement
On August 15, 2012, Green Endeavors Inc. (the “Company”) entered into an Equity Purchase Agreement (“Agreement”) with Southridge Partners II, LP (“Southridge”) wherein Southridge has committed to purchase up to $10,000,000 of the Company’s common stock over 36 months. The Company may draw on the facility from time to time in the form of puts, as and when it determines appropriate up to a maximum of less than 4.99% of the issued and outstanding shares of common stock of the Company per put notice. Southridge’s purchase price for each put is set at 91% of the lowest closing bid price of the common stock of the Company during the pricing period as defined in the Agreement as the period beginning on the Put Notice Date and ending on and including the date that is five Trading Days after such Put Notice Date. The option to draw down on the equity line is at the sole direction of the company. The Company is obligated to file one or more registration statements with the SEC to register the sale to Southridge of shares of common stock issued or issuable under the Agreement. The Company has agreed to file with the SEC an initial registration statement of From S-1 in order to carry out the terms of the Agreement. Upon the execution of the Agreement the Company issued to Southridge a $75,000 convertible promissory note as a condition to Southridge entering into the Agreement, which included preparation of the Agreement. As of June 30, 2013, there were no draws taken. The note has a maturity date of February 28, 2013 and is in default and the note is default as of February 28, 2013. (See Note 9 - Notes Payable, Item 8 for additional detail about this note.)
19
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (unaudited)
Note 14 – Depository Trust Company
On August 24, 2012, the Company received a notice from The Depository Trust Company (“DTC”) that is imposing a deposit transaction restriction (“Deposit Chill”) on the common stock of the Company. The notice states that the DTC is imposing the Deposit Chill in order to prevent additional deposits of the Company’s common stock with the DTC. The DTC serves as the depository trust for shares held in the majority of brokerage accounts; therefore, this action has prevented many brokerages from accepting new deposits of the Company’s common stock. The notice sets forth the DTC’s position that the Deposit Chill was imposed as a result of various unusually large deposits of shares during the period from October 18, 2011 through June 19, 2012. The Company filed an objection to the Deposit Chill and has retained legal counsel that is working with the DTC to remove the Deposit Chill and any restrictions on the deposit of additional shares with the DTC. The Deposit Chill was lifted on June 6, 2013.
Note 15 – 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 six months ended June 30, 2013 and 2012 accounted for approximately 99% and 99%, respectively, of salon products purchased.
Note 16 – 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 six months ended June 30, 2013, Green had negative working capital of $1,111,167 and a net loss of $113,004, respectively, 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 17 – Subsequent Events
On July 2, 2013, Asher Enterprises, Inc. and the Company amended each of the Asher convertible promissory notes to extend the beginning date of default interest from the maturity date of each note until after May 19, 2013. The amendment and also provides that the 50% default fees may not be converted to equity until after May 19, 2013.
On July 31, 2013, Nexia Holdings Inc., converted $169,434 of debt into 84,716,865 shares of common stock. The transaction was valued at $169,434 with a stated value per share of $0.002 for the common stock. The shares were issued with a restrictive legend to Nexia, the parent corporation of the Company. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933.
On August 12, 2013, the Board of Directors approved the conversion of 4,600 shares of Series B Preferred Stock held by an investor into 5,502,392 shares of Common Stock. The shares were converted at $0.00418 per share based on the conversion provisions for the Series B Preferred Stock designation.
On August 13, 2013, the Board of Directors approved the conversion of 3,900 shares of Series B Preferred Stock held by an investor into 4,411,765 shares of Common Stock. The shares were converted at $0.00442 per share based on the conversion provisions for the Series B Preferred Stock designation.
20
Green Endeavors, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
June 30, 2013 (Unaudited)
On August 13, 2013, the Board of Directors approved the issuance of 10,000 shares of Convertible Preferred Series B Stock with a 50% discount to the $5 per share conversion value of the Series B Preferred Shares in exchange for $20,000.
On August 23, 2013, the Board of Directors approved the conversion of 4,850 shares of Series B Preferred Stock held by an investor into 5,639,535 shares of Common Stock. The shares were converted at $0.0043 per share based on the conversion provisions for the Series B Preferred Stock designation.
On August 23, 2013, the Board of Directors approved the issuance of 30,000 shares of Convertible Preferred Series B Stock with a 70% discount to the $5 per share conversion value of the Series B Preferred Shares in exchange for $30,000.
On August 28, 2013, the Board of Directors approved the conversion of $12,000 of the July 19, 2011 Convertible Note held by Asher Enterprises, Inc. into 5,217,391 shares of Common Stock. The Shares were converted at $0.0023 per share which was the conversion price provided for by the terms of the note.
On August 29, 2013, the Board of Directors approved the conversion of 2,000 shares of Series B Preferred Stock held by an investor into 2,183,406 shares of Common Stock. The shares were converted at $0.00458 per share based on the conversion provisions for the Series B Preferred Stock designation.
On September 19, 2013, the Board of Directors approved the conversion of 2,896 shares of Series B Preferred Stock held by an investor into 4,000,000 shares of Common Stock. The shares were converted at $0.00362 per share based on the conversion provisions for the Series B Preferred Stock designation.
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.
21
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, 2012 and Form 10-Q for the quarter ended June 30, 2012. 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 June 30, 2013, 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 newly developed 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
Additional information on Green can be found on its website at:
www.green-endeavors.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.
22
Results of Operations
The following discussion examines our results of operations and financial condition based on our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2013 and 2012.
For the three and six months ended June 30, 2013, we 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.
For the three and six months ended June 30, 2012, we owned and operated two wholly owned subsidiaries, Landis Salons, Inc. and Landis Salons II, Inc. Both companies operate as full-service hair and retail salons featuring the Aveda™ line of products.
Income Statement - Three and six months ended June 30, 2013 and 2012
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
|
June 30, 2013
|
|
|
June 30, 2012
|
|
|
June 30, 2013
|
|
|
June 30, 2012
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services, net of discounts
|
|
$
|
687,481
|
|
|
$
|
584,923
|
|
|
$
|
1,308,963
|
|
|
$
|
1,138,290
|
|
|
Product, net of discounts
|
|
|
227,003
|
|
|
|
173,722
|
|
|
|
459,834
|
|
|
|
354,379
|
|
|
Total revenue
|
|
|
914,484
|
|
|
|
758,645
|
|
|
|
1,768,797
|
|
|
|
1,492,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services
|
|
|
400,471
|
|
|
|
326,708
|
|
|
|
751,432
|
|
|
|
658,770
|
|
|
Cost of product
|
|
|
104,774
|
|
|
|
94,867
|
|
|
|
242,024
|
|
|
|
184,948
|
|
|
Depreciation
|
|
|
32,386
|
|
|
|
33,930
|
|
|
|
64,953
|
|
|
|
57,535
|
|
|
General and administrative
|
|
|
331,747
|
|
|
|
324,265
|
|
|
|
668,561
|
|
|
|
692,359
|
|
|
Total costs and expenses
|
|
|
869,378
|
|
|
|
779,770
|
|
|
|
1,726,970
|
|
|
|
1,593,612
|
|
|
Income (loss) from operations
|
|
|
45,106
|
|
|
|
(21,125
|
)
|
|
|
41,827
|
|
|
|
(100,943
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
205
|
|
|
|
201
|
|
|
|
409
|
|
|
|
405
|
|
|
Interest expense
|
|
|
(23,597
|
)
|
|
|
(35,893
|
)
|
|
|
(59,054
|
)
|
|
|
(188,341
|
)
|
|
Interest expense, related parties
|
|
|
(51,983
|
)
|
|
|
(51,508
|
)
|
|
|
(102,898
|
)
|
|
|
(103,019
|
)
|
|
Gain (loss) on derivative fair value adjustment
|
|
|
11,113
|
|
|
|
30,648
|
|
|
|
5,480
|
|
|
|
2,901
|
|
|
Other income (expense)
|
|
|
76
|
|
|
|
(421
|
)
|
|
|
1,232
|
|
|
|
1,731
|
|
|
Total other expenses
|
|
|
(64,186
|
)
|
|
|
(56,973
|
)
|
|
|
(154,831
|
)
|
|
|
(286,323
|
)
|
|
Net loss
|
|
$
|
(19,080
|
)
|
|
$
|
(78,098
|
)
|
|
$
|
(113,004
|
)
|
|
$
|
(387,266
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share – basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding – basic and diluted
|
|
|
25,016,498
|
|
|
|
11,146,266
|
|
|
|
23,648,448
|
|
|
|
7,293,560
|
|
Components for the above income statements are discussed below:
Revenue
We generate revenue through the sale of services and products in the hair salon industry. For the three month periods ended June 30, 2013 and 2012, we had net sales of $914,484 and $758,645, respectively. For the six month periods ended June 30, 2013 and 2012, we had net sales of $1,768,797 and $1,492,669, respectively.
23
Three months ended June 30, 2013 and 2012
The following table shows the change in service revenue by salon for the three month periods ended June 30, 2013 and 2012:
|
|
|
Three Months Ended
|
|
|
Increase (Decrease)
Over Prior Period
|
|
|
Salon
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percentage
|
|
|
Liberty Heights
|
|
$
|
490,748
|
|
|
$
|
414,094
|
|
|
$
|
76,654
|
|
|
|
18.5
|
%
|
|
Marmalade
|
|
|
195,523
|
|
|
|
170,829
|
|
|
|
24,694
|
|
|
|
14.5
|
%
|
|
City Creek
|
|
|
1,210
|
|
|
|
-
|
|
|
|
1,210
|
|
|
|
n/a
|
|
|
Total Service Revenue
|
|
$
|
687,481
|
|
|
$
|
584,923
|
|
|
$
|
102,558
|
|
|
|
17.5
|
%
|
As can be seen from the above table for the three months ended June 30, 2013 and 2012, our Liberty Heights and Marmalade salons both experienced an 18.5% and a 14.5% growth of service revenues, respectively. This increase in service revenue growth is almost all due to an increased client base rather than from the price charged for salon services. Service revenue for the City Creek store is $1,210 and $0 for the three month periods ended June 30, 2013 and 2012, respectively. The City Creek store is a product sales store that focuses predominantly on the sale of Aveda products. On occasion various services will be performed for product demonstration purposes. The City Creek store was not open for the three month period ended June 30, 2012.
The following table shows the change in product revenue by salon for the three month periods ended June 30, 2013 and 2012:
|
|
|
Three Months Ended
|
|
|
Increase (Decrease)
Over Prior Period
|
|
|
Salon
|
|
June 30,
2013
|
|
|
|
|
|
Dollar
|
|
|
Percentage
|
|
|
Liberty Heights
|
|
$
|
125,992
|
|
|
$
|
124,449
|
|
|
$
|
1,543
|
|
|
|
1.2
|
%
|
|
Marmalade
|
|
|
52,682
|
|
|
|
49,273
|
|
|
|
3,409
|
|
|
|
6.9
|
%
|
|
City Creek
|
|
|
48,329
|
|
|
|
-
|
|
|
|
48,329
|
|
|
|
n/a
|
|
|
Total Product Revenue
|
|
$
|
227,003
|
|
|
$
|
173,722
|
|
|
$
|
53,281
|
|
|
|
30.7
|
%
|
As can be seen from the above table our Liberty Heights salon experienced 1.2% growth of product revenues for the three month period ended June 30, 2013 as compared to the three month period ended June 30, 2012. This relatively small increase in product revenue growth is primarily due to increases in product prices for the comparable period. The 6.9% increase in salon product revenues for the same comparative periods for our Marmalade salon is primarily due to increased product sales due to an increased client base and also to increased prices as in the Liberty Heights salon. The product revenues for the Marmalade salon are growing faster than the Liberty Heights salon because it is a newer store and its client base is still developing. Product revenue for the City Creek store is $48,329 and $0 for the three month periods ended June 30, 2013 and 2012, respectively. The City Creek store is a product sales store that focuses predominantly on the sale of Aveda products. On occasion various services will be performed for product demonstration purposes. The City Creek store was not open for the three month period ended June 30, 2012.
Six months ended June 30, 2013 and 2012
The following table shows the change in service revenue by salon for the six month periods ended June 30, 2013 and 2012:
24
|
|
|
Six Months Ended
|
|
|
Increase (Decrease)
Over Prior Period
|
|
|
Salon
|
|
June 30,
2013
|
|
|
|
|
|
Dollar
|
|
|
Percentage
|
|
|
Liberty Heights
|
|
$
|
934,526
|
|
|
$
|
810,272
|
|
|
$
|
124,254
|
|
|
|
15.3%
|
|
|
Marmalade
|
|
|
371,593
|
|
|
|
328,018
|
|
|
|
43,575
|
|
|
|
13.3%
|
|
|
City Creek
|
|
|
2,844
|
|
|
|
-
|
|
|
|
2,844
|
|
|
|
n/a
|
|
|
Total Product Revenue
|
|
$
|
1,308,963
|
|
|
$
|
1,138,290
|
|
|
$
|
170,673
|
|
|
|
15.0%
|
|
As can be seen from the above table for the six months ended June 30, 2013 and 2012, our Liberty Heights and Marmalade salons both experienced a 15.3% and a 13.3% growth of service revenues, respectively. This increase in service revenue growth is almost all due to an increased client base rather than from the price charged for salon services. Service revenue for the City Creek store is $2,844 and $0 for the six month periods ended June 30, 2013 and 2012, respectively. The City Creek store is a product sales store that focuses predominantly on the sale of Aveda products. On occasion various services will be performed for product demonstration purposes. The City Creek store was not open for the six month period ended June 30, 2012.
The following table shows the change in product revenue by salon for the six month periods ended June 30, 2013 and 2012:
|
|
|
Six Months Ended
|
|
|
Increase (Decrease)
Over Prior Period
|
|
|
Salon
|
|
June 30,
2013
|
|
|
|
|
|
Dollar
|
|
|
Percentage
|
|
|
Liberty Heights
|
|
$
|
259,977
|
|
|
$
|
256,231
|
|
|
$
|
3,746
|
|
|
|
1.5%
|
|
|
Marmalade
|
|
|
105,519
|
|
|
|
98,148
|
|
|
|
7,371
|
|
|
|
7.5%
|
|
|
City Creek
|
|
|
94,338
|
|
|
|
-
|
|
|
|
94,338
|
|
|
|
n/a
|
|
|
Total Product Revenue
|
|
$
|
459,834
|
|
|
$
|
354,379
|
|
|
$
|
105,455
|
|
|
|
29.8%
|
|
As can be seen from the above table our Liberty Heights salon experienced 1.5% growth of product revenues for the six month period ended June 30, 2013 as compared to the six month period ended June 30, 2012. This relatively small increase in product revenue growth is primarily due to increases in product prices for the comparable period. The 7.5% increase in salon product revenues for the same comparative periods for our Marmalade salon is primarily due to increased product sales due to an increased client base and also to increased prices as in the Liberty Heights salon. The product revenues for the Marmalade salon are growing faster than the Liberty Heights salon because it is a newer store and its client base is still developing. Product revenue for the City Creek store is $94,338 and $0 for the six month periods ended June 30, 2013 and 2012, respectively. The City Creek store is a product sales store that focuses predominantly on the sale of Aveda products. On occasion various services will be performed for product demonstration purposes. The City Creek store was not open for the six month period ended June 30, 2012.
Costs of Revenue
Three months ended June 30, 2013 and 2012
The following table shows cost of revenue by type as a percentage of related revenue for the three month periods ended June 30, 2013 and 2012:
|
|
|
Three Months Ended
|
|
|
|
|
June 30,
2013
|
|
|
June 30, 2012
|
|
|
Services
|
|
|
58.3%
|
|
|
|
55.9%
|
|
|
Product
|
|
|
46.2%
|
|
|
|
54.6%
|
|
25
The above table shows the cost of services revenue being 2.4% more for the three month period ended June 30, 2013 as compared to the three month period ended June 30, 2012. This increase in service cost is primary due to increased product used for services. The 8.5% decrease in product costs for the same comparable period is primarily due to a $24,292 and $0 product cost rebate received from Aveda by the newly operating City Creek store during the three month period ended June 30, 2013 as compared to the comparable period ended June 30, 2012, respectively.
Six months ended June 30, 2013 and 2012
The following table shows cost of revenue by type as a percentage of related revenue for the six month periods ended June 30, 2013 and 2012:
|
|
|
Six Months Ended
|
|
|
|
|
June 30,
2013
|
|
|
June 30, 2012
|
|
|
Services
|
|
|
57.4%
|
|
|
|
57.9%
|
|
|
Product
|
|
|
52.6%
|
|
|
|
52.2%
|
|
The above table shows the cost of services revenue being 0.5% less for the six month period ended June 30, 2013 as compared to the three month period ended June 30, 2012. This minor decrease in service cost is primary due to better efficiencies product used for services. The 0.4% increase in product costs for the same comparable period is primarily due to a small amount of inventory shrinkage.
Operating Expenses
Three months ended June 30, 2013 and 2012
The following table shows general and administrative expenses for the three months ended June 30, 2013 and 2012:
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
Salaries and wages
|
|
$
|
106,054
|
|
|
$
|
147,454
|
|
|
$
|
(41,400
|
)
|
|
Rent
|
|
|
56,682
|
|
|
|
39,816
|
|
|
|
16,866
|
|
|
Advertising
|
|
|
19,280
|
|
|
|
23,640
|
|
|
|
(4,360
|
)
|
|
Credit card merchant fees
|
|
|
21,959
|
|
|
|
6,481
|
|
|
|
15,478
|
|
|
Insurance
|
|
|
27,506
|
|
|
|
14,152
|
|
|
|
13,354
|
|
|
Utilities and telephone
|
|
|
13,046
|
|
|
|
10,774
|
|
|
|
2,272
|
|
|
Professional services
|
|
|
44,033
|
|
|
|
40,078
|
|
|
|
3,955
|
|
|
Repairs and maintenance
|
|
|
4,605
|
|
|
|
6,262
|
|
|
|
(1,657
|
)
|
|
Dues and subscriptions
|
|
|
5,904
|
|
|
|
3,467
|
|
|
|
2,437
|
|
|
Office expense
|
|
|
9,671
|
|
|
|
8,174
|
|
|
|
1,497
|
|
|
Travel
|
|
|
2,864
|
|
|
|
3,385
|
|
|
|
(521
|
)
|
|
Investor relations and company promotion
|
|
|
9,375
|
|
|
|
9,912
|
|
|
|
(537
|
)
|
|
Other
|
|
|
10,768
|
|
|
|
10,670
|
|
|
|
98
|
|
|
Total general and administrative expenses
|
|
$
|
331,747
|
|
|
$
|
$324,265
|
|
|
$
|
7,482
|
|
The above table shows a minor $7,482 increase in general and administrative expenses. This is primarily due to a $16,866 increase in rent, a $15,478 increase in merchant fees, and a $13,354 increase in insurance. These increases were mostly offset by a $41,400 decrease in salaries and wages.
26
Depreciation expense for the three months ended June 30, 2013, was $32,386 as compared to $33,930 for the comparable three months ended June 30, 2012. This minor $1,544 decrease is primarily due to an increase in fully depreciated assets for the three months ended June 30, 2013 as compared to the three month period ended June 30, 2012.
Six months ended June 30, 2013 and 2012
The following table shows general and administrative expenses for the six months ended June 30, 2013 and 2012:
|
|
|
Six Months Ended
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
Salaries and wages
|
|
$
|
216,760
|
|
|
$
|
281,351
|
|
|
$
|
(64,591
|
)
|
|
Rent
|
|
|
115,396
|
|
|
|
79,607
|
|
|
|
35,789
|
|
|
Advertising
|
|
|
32,682
|
|
|
|
40,107
|
|
|
|
(7,425
|
)
|
|
Credit card merchant fees
|
|
|
38,893
|
|
|
|
24,399
|
|
|
|
14,494
|
|
|
Insurance
|
|
|
41,557
|
|
|
|
27,001
|
|
|
|
14,556
|
|
|
Utilities and telephone
|
|
|
28,366
|
|
|
|
22,259
|
|
|
|
6,107
|
|
|
Professional services
|
|
|
116,204
|
|
|
|
88,400
|
|
|
|
27,804
|
|
|
Repairs and maintenance
|
|
|
12,691
|
|
|
|
9,955
|
|
|
|
2,736
|
|
|
Dues and subscriptions
|
|
|
11,277
|
|
|
|
8,886
|
|
|
|
2,391
|
|
|
Office expense
|
|
|
20,325
|
|
|
|
26,024
|
|
|
|
(5,699
|
)
|
|
Travel
|
|
|
6,961
|
|
|
|
9,012
|
|
|
|
(2,051
|
)
|
|
Investor relations and company promotion
|
|
|
9,869
|
|
|
|
61,238
|
|
|
|
(51,369
|
)
|
|
Other
|
|
|
17,580
|
|
|
|
14,120
|
|
|
|
3,460
|
|
|
Total General and administrative expenses
|
|
$
|
668,561
|
|
|
$
|
692,359
|
|
|
$
|
(23,798
|
)
|
The $23,798 decrease in general and administrative expenses over the comparable period is primarily due to a $64,591 decrease in salaries and wages and a $51,369 decrease in investor relations and company promotion expense. These decreases are partially offset by a $35,789 and $27,804 increase in rent and professional services, respectively. Salaries and wages decreased primarily due to a $71,774 reduction of employee stock option compensation expense that was not present in the six month period ended June 30, 2013 as compared to the six month period ended June 30, 2012.
Depreciation expense for the six months ended June 30, 2013, increased to $64,953 from $57,535 for the six months ended June 30, 2013. The increase is primarily because there were increases in property, plant, and equipment and assets that had not been fully depreciated and also in addition to leasehold improvements of the new LEC store in August 2012.
Other Expense
Three months ended June 30, 2013 and 2012
Other expense for the three months ended June 30, 2013, increased to $64,186 from $56,973 for the comparable three months ended June 30, 2012, a minor increase of $7,213. This increase over the comparable quarterly period is primarily due to a $19,535 reduction in the gain on derivative fair value adjustment.
Six months ended June 30, 2013 and 2012
Other expense for the six months ended June 30, 2013, decreased to $154,831 from $286,323 for the six months ended June 30, 2013, a $131,492 decrease. This decrease over the comparable quarterly period is primarily due to a $129,287 decrease in interest expense.
27
Liquidity and Capital Resources
Cash and Investments in marketable securities
As of June 30, 2013, our principal source of liquidity consisted of $135,027 of cash, as compared to $86,586 as of December 31, 2012. Our primary sources of cash during the year ended December 31, 2012 were customer payments for salon services and products and cash proceeds from the issuance of convertible notes payable and notes payable. Our primary uses of cash in the year ended December 31, 2012 were payments relating to salaries, benefits, rent, and other general operating expenses as well as payments of notes payable.
Working Capital
We had a working capital deficit of $1,111,167 as of June 30, 2013. Our current assets were $299,692, which consisted of $135,027 in cash, $20,557 in accounts receivable, $142,157 in inventory, and $1,951 in prepaid expenses. Our total assets were $864,453, which included $506,872 in property and equipment (net), and $57,889 in other assets. Our current liabilities were $1,410,859, including $546,354 in accounts payable and accrued expenses, $57,889 in deferred revenue, $148,672 in amounts due to related parties, $214,083 in a derivative liability, $264,982 in the current portion of notes and capital leases payable, $23,506 in the current portion of amounts due to related parties, and $157,700 in convertible notes payable, net. Our long-term liabilities were $3,084,289. Our total stockholders’ deficit at June 30, 2013 was $3,630,695.
Working capital increased by $204,425 as of June 30, 2013, as compared to December 31, 2012 primarily due to a $48,441 increase in cash and a $161,677 decrease in amounts due to related parties in addition to the other various changes in current assets and current liabilities that net to the overall change in working capital for the six month period.
Cash Flows from Operating Activities
Cash flows from operating activities include net loss, adjusted for certain non-cash charges, as well as changes in the balances of certain assets and liabilities.
Cash flows from operating activities for the six months ended June 30, 2013 include net loss, adjusted for certain non-cash charges, as well as changes in the balances of certain assets and liabilities. Net cash provided by operating activities for the six months ended June 30, 2013 was $97,821 as compared to $78,678 used in operating activities for the six months ended June 30, 2012. For the six months ended June 30, 2013, net loss decreased by $274,262. For the six months ended June 30, 2013 as compared to the six months ended June 30, 2012 significant changes include: debt discount amortization decreased by $61,811, stock based compensation decreased by $71,774, loss contingency decreased by $70,182, accounts payable and accrued expenses decreased by $93,691, and amounts due to related parties decreased by $105,259. In addition, deferred rent was $78,182 and $0 for the six months ended June 30, 2013 and 2012, respectively.
We expect that our cash provided by operating activities will decrease over the next twelve months as we purchase inventory and increase operating expenses as a result of opening one additional salon during the next twelve months.
Cash Flows from Investing Activities
Cash flow used in investing activities for the six months ended June 30, 2013 was $4,508 as compared to $61,893 for the six months ended June 30, 2012, a $57,385 difference due to the higher amount of salon equipment purchased in the during the six month period ended June 30, 2012.
We expect to continue our investing activities, including purchasing both property and equipment and making both short and long-term equity investments.
28
Cash Flows from Financing Activities
Cash flow used by financing activities for the six months ended June 30, 2013 was $(44,872) as compared to $148,136 that was provided by financing activities for the six months ended June 30, 2012. For the six months ended June 30, 2013 and 2012, the Company paid $74,191 and $0 of related party debt, respectively. For the six months ended June 30, 2013 as compared to the six months ended June 30, 2012, the Company received $65,070 more from the proceeds of notes payable and received $42,500 more from the proceeds of convertible notes payable and $21,217 from the proceeds of stock options.
We expect to continue to use cash flow from financing activities in the near term as necessary to expand operations.
Other Factors Affecting Liquidity and Capital Resources
We have insufficient current assets to meet our current liabilities due to negative working capital of $1,111,167 as of June 30, 2013. 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.
8% Series A Senior Subordinated Convertible Redeemable Debentures
On April 30, 2008, we entered into a stock transfer agreement with our parent company Nexia and Nexia’s wholly-owned subsidiary DHI whereby they would each sell their holdings in Landis and Newby 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 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 Nexia in exchange for the release of debt obligations owed to Nexia by DHI and Nexia is the current holder of the Debenture.
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.
Going Concern
Our audit opinion for the year ended December 31, 2012 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 June 30, 2013 and December 31, 2012, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.
29
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 year ended December 31, 2012, occurred during the six months ended June 30, 2013.
30
Item 1A. Risk Factors
Our business faces many risks. Described below are what we believe to be the material risks that we face. If any of the events or circumstances described in the following risks actually occurs, our business, financial condition or results of operations could suffer.
Our ability to continue as a going concern is in doubt absent obtaining adequate new debt or equity financing and achieving sufficient sales levels.
We have limited capital. Because we do not have sufficient working capital for continued operations for at least the next 12 months our continued existence is dependent upon us sustaining operating profitability or obtaining the necessary capital to meet our expenditures. Our operating capital requirements, in excess of what is generated from operations, for the next 12 months are approximately $500,000. This primarily consists of the costs associated with our financial statement reporting obligations. At this time, we are still in the process of identifying additional salon locations within the Salt Lake valley. The funding for our operations will primarily come from private investors purchasing our Preferred stock, making loans secured by convertible promissory notes, as well as obtaining traditional lines of credit and loans to finance equipment, furniture, leasehold improvements and operations. We cannot assure you that we will be able to generate sufficient sales or raise adequate capital to meet our future working capital needs.
The voting control held by Nexia Holdings Inc. creates an anti-takeover or change of control limitation. Nexia currently holds voting control of the Company through its ownership of Supervoting preferred stock.
As of September 19, 2013, the 10,000,000 shares of Supervoting Preferred Stock (100 votes for each share) held by Nexia combined with the 96,493,181 shares of common stock provide Nexia with voting control over any proposal requiring a vote of the shareholders. Through its ownership of the preferred voting shares and common stock it holds voting rights equal to 1,096,493,181 shares of common stock. This effectively gives Nexia a veto over any attempt to take over or change control of the Company. Such an event would include a vote by the board of directors to conduct a reverse or forward split of the common stock. The shares held by Nexia thus have a strong anti-takeover effect. The interests of Nexia may not always conform to the interests of the common stockholders, in general, and thus its voting rights may not always be exercised in the best interests of the common stockholders of the Company.
Our business and our industry are affected by cyclical factors in the State of Utah, including the risk of a prolonged recession.
Our financial results are substantially dependent upon overall economic conditions in the State of Utah. General economic factors that are beyond our control, such as interest rates, recession, inflation, deflation, tax rates and policy, energy costs, unemployment trends, and other matters that influence consumer confidence and spending, may impact our business. In particular, visitation patterns to our salons can be adversely impacted by increases in unemployment rates and decreases in discretionary income levels.
A prolonged or a deepening recession in the United States, specifically in Utah, could substantially decrease the demand for our products and services below current levels and adversely affect our business. Our industry has historically been vulnerable to significant declines in consumption and product and service pricing during prolonged periods of economic downturn such as at present.
Recessions and other periods of economic dislocation typically result in a lower level of discretionary income for consumers. To the extent discretionary income declines, consumers may be more likely to reduce discretionary spending. This could result in our salon customers foregoing salon treatments or using home treatments as a substitute.
We believe that the economic downturn slightly affected our product and service sales results for the six month periods ended June 30, 2013 and 2012. When there is an economic downturn, customers tend to wait longer periods of time between visits. However, we continue to have sales increases subsequent to June 30, 2013. If economic conditions result in negative sales in future periods and we are unable to offset the impact with operational savings, our financial results may be further affected.
31
If we cannot improve same-store sales our business and results of operations may be affected.
Our success depends, in part, upon our ability to improve sales, as well as both gross margins and operating margins. A variety of factors affect comparable sales, including fashion trends, competition, current economic conditions, changes in our product assortment, the success of marketing programs and weather conditions. These factors may cause our comparable store sales results to differ materially from prior periods and from our expectations. If we are unable to improve our comparable sales on a long-term basis or offset the impact with operational savings, our financial results may be affected.
Changes in our key relationships may adversely affect our operating results.
We maintain key relationships with certain companies, including Aveda™. Termination or modification of any of these relationships could significantly reduce our revenues and have a material and adverse impact on our business, our operating results and our ability to expand.
Changes in fashion trends may impact our revenue.
Changes in consumer tastes and fashion trends can have an impact on our financial performance. For example, trends in wearing longer hair may reduce the number of visits to, and therefore, sales at our salons.
We are dependent on key personnel, specifically Richard Surber, our President, CEO and a Director.
We are dependent on the services of Richard Surber, our President, CEO, and a Director. Green does not have an employment agreement with Mr. Surber, and losing his services would likely have an adverse effect on our ability to conduct business.
The salon operations are dependent on key personnel.
The operations of the two salons are dependent on the day to day management of current staff at those locations who work in the salons and train their personnel. Losing the services of these long term employees would likely have an adverse effect on the operations and business development of the salons.
Our success depends on our ability to attract and retain trained stylists in order to support our existing salon business and to staff future expansion.
The salons are actively recruiting qualified candidates to fill stylist positions. There is substantial competition for experienced personnel in this area, which we expect to continue. We will compete for experienced candidates with companies who have substantially greater financial resources than we do. If we fail to attract, motivate and retain qualified stylists, it could harm our business and limit our ability to be successful and hamper expansion plans. For example, we will depend upon the expertise and training abilities of our current staff and management at the salons. Since we do not maintain insurance policies on any of our employees, if we lose the services of any key officers or employees it could harm our business and results of operations.
Changes in regulatory and statutory laws may result in increased costs to our business.
Our financial results can be adversely impacted by regulatory or statutory changes in laws. Due to the number of people we employ, laws that increase costs to provide employee benefits may result in additional costs to our business. Compliance with new, complex and changing laws may cause our expenses to increase. In addition, any non-compliance with these laws could result in fines, product recalls and enforcement actions or otherwise restrict our ability to market certain products, which could adversely affect our business, financial condition and results of operations.
If we are not able to successfully compete in our business segments, our financial results may be affected.
Competition on a market by market basis remains strong. Therefore, our ability to raise prices in certain markets can be adversely impacted by this competition. If we are not able to raise prices, our ability to grow same-store sales and increase our revenue and earnings may be impaired.
32
We face significant competition in the salon business, which could harm our sales and profitability.
The primary competition to our operations comes from salons offering excellent customer service in the Salt Lake Area market. We have identified our main competitors as Lunatic Fringe, Salon Zazou and Salon Keiji. We are also in competition with large scale hair cutting operations such as Great Clips, Supercuts, and Fantastic Sams, though these operations do not compete in offering the high-end services and products of our salons.
The loss of the Aveda™ line of products would damage the operation of our salons and have a significant and negative impact on our ability to operate and generate revenues.
Our salons offer the Aveda™ line of products, which are used exclusively in the services provided to customers of the salon and offered for retail sale at the salon location. Loss of the Aveda™ product line would have a significant and negative impact on the operation of the salons and their ability to generate revenues from either retail sales of health and beauty products or from providing services to consumers at the salon. We believe that the high quality and reputation of this line of products is key to our current operations and future success.
Changes in manufacturers' choice of distribution channels may negatively affect our revenues.
The retail products that we sell are licensed to be carried exclusively by professional salons. The products we purchase for sale in our salons are purchased pursuant to purchase orders, as opposed to long-term contracts, and generally can be terminated by the producer without much advance notice. Should the various product manufacturers decide to utilize other distribution channels, such as large discount retailers, it could negatively impact the revenue earned from product sales.
If we fail to protect the security of personal information about our customers, we could be subject to costly government enforcement actions or private litigation and our reputation could suffer.
The nature of our business involves processing, transmission and storage of personal information about our customers. If we experience a data security breach, we could be exposed to government enforcement actions and private litigation. In addition, our customers could lose confidence in our ability to protect their personal information, which could cause them to stop visiting our salons altogether. Such events could lead to lost future sales and adversely affect our results of operations.
Our stock price may be volatile.
The market price of our common stock is highly volatile and fluctuates widely in price in response to various factors, many of which are beyond our control, including the following:
|
|
·
|
our services or our competitors;
|
|
|
·
|
additions or departures of key personnel;
|
|
|
·
|
our ability to execute our business plan;
|
|
|
·
|
operating results that fall below expectations;
|
|
|
·
|
loss of any strategic relationship;
|
|
|
·
|
economic and other external factors; and
|
|
|
·
|
period-to-period fluctuations in our financial results.
|
In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
Investors bear a risk that a liquid market may never develop and as a result, you may not be able to buy or sell our securities at the times you may wish and market liquidity may be limited.
33
Even though our securities are quoted on the “Pink Sheets,” that may not permit our investors to sell securities when and in the manner that they wish. There is not currently a significant volume of shares trading in the Company’s common stock and there may never be sufficient volume to create a liquid market such as to allow all shareholders to sell or buy shares whenever they desire. A liquid market for the sale of shares of the Companies securities may never develop.
Our common stock is currently deemed to be “penny stock”, which makes it more difficult for investors to sell their shares.
Our common stock is and will be subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for six or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On May 22, 2013, the Board of Directors approved the conversion of 2,772 shares of Series B Preferred Stock held by an investor into 1,000,000 shares of Common Stock. The shares were converted at $0.014 per share based on the conversion provisions for the Series B Preferred Stock designation.
On May 22, 2013, the Board of Directors approved the conversion of $5,800 of the June 14, 2011 Convertible Note held by Asher Enterprises, Inc. into 733,333 shares of Common Stock. The shares were converted at $0.0075 per shares which was the conversion price provided for by the terms of the note. This conversion resulted in the final satisfaction of this note.
On May 28, 2013, the Board of Directors approved the conversion of 2,772 shares of Series B Preferred Stock held by an investor into 1,000,000 shares of Common Stock. The shares were converted at $0.014 per share based on the conversion provisions for the Series B Preferred Stock designation.
On May 28, 2013, the Board of Directors approved the conversion of 2,600 shares of Series B Preferred Stock held by an investor into 1,069,078 shares of Common Stock. The shares were converted at $0.012 per share based on the conversion provisions for the Series B Preferred Stock designation.
On May 29, 2013 Asher Enterprises, Inc. submitted a conversion request for $3,800 of the July 19, 2011 note into 1,085,714 shares of Common Stock. The shares were converted at $0.0035 per share which was the conversion price provided for by the terms of the note.
On May 31, 2013, the Board of Directors approved the conversion of 2,000 shares of Series B Preferred Stock held by an investor into 1,035,197 shares of Common Stock. The shares were converted at $0.01 per share based on the conversion provisions for the Series B Preferred Stock designation.
On June 11, 2013, the Board of Directors approved the conversion of 2,797 shares of Series B Preferred Stock held by an investor into 1,280,678 shares of Common Stock. The shares were converted at $0.011 per share based on the conversion provisions for the Series B Preferred Stock designation.
On June 27, 2013, the Board of Directors approved the conversion of $3,500 of the July 19, 2011 Convertible Note held by Asher Enterprises, Inc. into 1,093,750 shares of Common Stock. The Shares were converted at $0.0032 per share which was the conversion price provided for by the terms of the note.
34
Subsequent Events
On July 2, 2013, Asher Enterprises, Inc. and the Company amended each of the Asher convertible promissory notes to extend the beginning date of default interest from the maturity date of each note until after May 19, 2013. The amendment and also provides that the 50% default fees may not be converted to equity until after May 19, 2013.
On July 31, 2013, Nexia Holdings Inc., converted $169,434 of debt into 84,716,865 shares of common stock. The transaction was valued at $169,434 with a stated value per share of $0.002 for the common stock. The shares were issued with a restrictive legend to Nexia, the parent corporation of the Company. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933.
On August 12, 2013, the Board of Directors approved the conversion of 4,600 shares of Series B Preferred Stock held by an investor into 5,502,392 shares of Common Stock. The shares were converted at $0.00418 per share based on the conversion provisions for the Series B Preferred Stock designation.
On August 13, 2013, the Board of Directors approved the conversion of 3,900 shares of Series B Preferred Stock held by an investor into 4,411,765 shares of Common Stock. The shares were converted at $0.00442 per share based on the conversion provisions for the Series B Preferred Stock designation.
On August 13, 2013, the Board of Directors approved the issuance of 10,000 shares of Convertible Preferred Series B Stock with a 50% discount to the $5 per share conversion value of the Series B Preferred Shares in exchange for $20,000.
On August 23, 2013, the Board of Directors approved the conversion of 4,850 shares of Series B Preferred Stock held by an investor into 5,639,535 shares of Common Stock. The shares were converted at $0.0043 per share based on the conversion provisions for the Series B Preferred Stock designation.
On August 23, 2013, the Board of Directors approved the issuance of 30,000 shares of Convertible Preferred Series B Stock with a 70% discount to the $5 per share conversion value of the Series B Preferred Shares in exchange for $30,000.
On August 28, 2013, the Board of Directors approved the conversion of $12,000 of the July 19, 2011 Convertible Note held by Asher Enterprises, Inc. into 5,217,391 shares of Common Stock. The Shares were converted at $0.0023 per share which was the conversion price provided for by the terms of the note.
On August 29, 2013, the Board of Directors approved the conversion of 2,000 shares of Series B Preferred Stock held by an investor into 2,183,406 shares of Common Stock. The shares were converted at $0.00458 per share based on the conversion provisions for the Series B Preferred Stock designation.
On September 19, 2013, the Board of Directors approved the conversion of 2,896 shares of Series B Preferred Stock held by an investor into 4,000,000 shares of Common Stock. The shares were converted at $0.00362 per share based on the conversion provisions for the Series B Preferred Stock designation.
In the above transactions, the Board of Directors relied upon Rule 506 of the Securities Act of 1933 in originally issuing the convertible notes or preferred stock and in the subsequent issuances resulting from conversions of the notes and preferred securities into common stock were done pursuant to Rule 4(2) of the Securities Act of 1933 and the resales by the holders were carried out in reliance on Rule 144.
Item 3. Defaults Upon Senior Securities
None.
Item 4. [Reserved]
Item 5. Other Information
None.
35
Item 6. Exhibits
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(a)
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The following exhibits are filed herewith or incorporated by reference as indicated in the table below:
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Incorporated by Reference
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Exhibit Number
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Description
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Form
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File Number
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Exhibit Number
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Filing Date
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Provided Herewith
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3(i)
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Amended and Restated Certificate of Incorporation
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10-12G/A
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000-54018
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3(i)
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8/23/2010
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3(ii)
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Bylaws
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10-12G/A
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000-54018
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3(ii)
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8/23/2010
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3(iii)
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Plan of Merger
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8-K
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000-54018
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3(iii)
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8/26/2010
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3(iv)
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Plan of Merger and Share Exchange
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8-K
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000-54018
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3(iv)
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8/31/2010
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3(v)
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Utah Articles of Incorporation
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8-K
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000-54018
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3(v)
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8/31/2010
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4(i)
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Certificate of Designation for Series B Preferred Stock.
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10-12G/A
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000-54018
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4(i)
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8/23/2010
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4(ii)
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8% Series A Senior Subordinated Convertible Redeemable Debenture issued to DHI dated April 30, 2008.
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10-12G/A
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000-54018
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4(ii)
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8/23/2010
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4(iii)
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8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Akron Associates, Inc. dated January 15, 2010.
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10-12G/A
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000-54018
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4(iii)
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8/23/2010
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4(iv)
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8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Desert Vista Capital, LLC. dated January 15, 2010.
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10-12G/A
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000-54018
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4(iv)
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8/23/2010
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4(v)
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8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Akron Associates, Inc. dated March 16, 2010.
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10-12G/A
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000-54018
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4(v)
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8/23/2010
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4(vi)
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8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Akron Associates dated May 11, 2010.
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10-12G/A
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000-54018
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4(vi)
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8/23/2010
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4(vii)
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8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Desert Vista Capital, LLC dated May 11, 2010.
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10-12G/A
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000-54018
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4(vii)
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8/23/2010
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4(viii)
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Amended Certificate of Designation for Series B Preferred Stock.
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10-12G/A
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000-54018
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4(viii)
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9/22/2010
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10(i)
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8% Convertible Promissory Note issued February 2, 2012, to Asher Enterprises, Inc.
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10-K
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000-54018
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10(i)
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4/16/2012
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10(ii)
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11% Promissory Note issued February 27, 2012 to William and Nina Wolfson
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10-K
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000-54018
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10(ii)
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4/16/2012
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10(iii)
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May 22, 2012 Security Agreement with Richard Surber, CEO of the Company
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10-Q
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000-54018
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10(iii)
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1/30/2012
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31.01
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Certification of the Registrant’s Chief Executive Officer, Richard D. Surber, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
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X
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31.02
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Certification of the Registrant’s Chief Financial Officer, Richard D. Surber, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
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X
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32.01
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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.
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X
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32.02
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Certification of the Registrant’s Chief Financial 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.
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X
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36