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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the year ended December 31, 2011
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Utah
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27-3270121
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(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
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Title of Each Class
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Names of Each Exchange on which Registered
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$0.001 Common Stock
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None
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Page
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3
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4
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8
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8
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8
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9
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9
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11
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12
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16
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16
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16
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17
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17
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18
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18
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19
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20
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22
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43
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●
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Hair care - hair color and styling products, shampoos, conditioners and finishing sprays.
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●
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Makeup - lipsticks, lip glosses, mascaras, foundations, eye shadows, nail polishes-remove nail polishes and powders.
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●
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Skincare - moisturizers, creams, lotions, cleansers and sunscreens.
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●
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Fragrance - oils, candles, and a variety of fragrance products used on hair, the body, and in the home.
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●
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significant dilution;
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●
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our services or our competitors;
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●
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additions or departures of key personnel;
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●
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our ability to execute our business plan;
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●
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operating results that fall below expectations;
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●
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loss of any strategic relationship;
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●
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economic and other external factors; and,
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●
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period-to-period fluctuations in our financial results.
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High
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Low
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2010
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First Quarter
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$
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0.0180
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$
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0.0010
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Second Quarter
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0.0134
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0.0050
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Third Quarter
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0.0002
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0.0042
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Fourth Quarter
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0.0200
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0.0044
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2011
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First Quarter
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$
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0.0065
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$
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0.0032
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Second Quarter
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0.0100
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0.0021
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Third Quarter
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0.0062
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0.0012
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Fourth Quarter
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0.0035
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0.0001
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2012
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First Quarter
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$
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0.0012
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$
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0.0001
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Percentage Increase (Decrease) in Revenues For the Years Ended
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Factor
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December 31, 2011
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December 31, 2010
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Same-store
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25.0
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%
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6.2
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%
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New salon construction
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0.0
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%
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7.6
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%
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Closed salon
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0.0
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%
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(3.7
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)%
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Total
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25.0
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%
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10.1
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%
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Years Ended
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Increase (Decrease)
Over Prior Calendar Year |
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Salon
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December 31, 2011
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December 31, 2010
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Dollar
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Percentage
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Liberty Heights
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$
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1,572,863
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$
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1,496,401
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$
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76,463
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5
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%
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Marmalade
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557,321
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110,451
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446,870
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405
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%
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Bountiful
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-
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61,572
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(61,572
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)
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(100
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)%
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Total Service Revenue
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$
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2,130,184
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$
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1,668,424
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$
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461,761
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28
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%
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Years Ended
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Increase (Decrease)
Over Prior Fiscal Year |
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Salon
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December 31, 2011
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December 31, 2010
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Dollar
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Percentage
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Liberty Heights
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$
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495,352
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$
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510,910
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$
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(15,558
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(3%
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)
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Marmalade
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188,490
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44,707
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143,783
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322
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%
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Bountiful
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-
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26,957
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(26,957
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)
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(100
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)%
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Total Product Revenue
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$
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683,842
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$
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582,574
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$
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101,066
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17
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%
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Years Ended
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December 31,
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December 31,
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Revenue Type
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2011
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2010
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Services
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55.7
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%
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59.6
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%
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Product
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62.6
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%
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53.3
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%
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Years Ended
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December 31,
2011 |
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December 31,
2010 |
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Change
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Salaries and wages
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$
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346,730
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$
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300,919
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$
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45,811
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Rent
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154,615
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115,214
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39,401
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Advertising
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102,176
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106,207
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(4,031
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)
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Credit card merchant fees
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39,170
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52,546
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(13,376
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)
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Insurance
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44,576
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44,369
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207
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Utilities and telephone
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43,676
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35,596
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8,080
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Professional services
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186,571
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143,448
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43,123
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Repairs and maintenance
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18,508
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22,593
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(4,085
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)
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Dues and subscriptions
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19,226
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18,330
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896
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Office expense
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58,121
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69,947
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(11,826
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)
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Travel
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16,473
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11,681
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4,793
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Other
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20,714
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39,101
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(18,387
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)
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Total General and administrative expenses
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$
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1,050,556
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$
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959,951
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$
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90,605
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Years Ended
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December 31,
2011 |
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December 31,
2010 |
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Interest expense
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$
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(321,745
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)
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$
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(253,514
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)
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Interest income
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834
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Gain on sale of subsidiary
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-
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320,770
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Other income, net
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1,560
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38,083
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Total Other income (expenses), net
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$
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(319,351
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)
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$
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105,339
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Name
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Age
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Positions and Offices
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Richard D. Surber
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38
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President, CEO, CFO, and Director
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Logan C Fast
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25
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Vice President and Director
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Name and Principal Position
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Year
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Salary ($)
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Bonus ($)
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Stock
Awards ($) |
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Total ($)
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|||||
Richard D. Surber (3) - President, CEO, CFO, and Director
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2011
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$
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40,419
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(1)
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$
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-
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$
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-
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$
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40,419
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2010
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$
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35,000
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(1)
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$
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-
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$
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-
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$
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35,000
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Richard G. Clegg (3) - former CFO and former Director
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2011
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$
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11,512
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(1)
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$
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-
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$
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-
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$
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40,419
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2010
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$
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7,415
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(1)
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$
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2,500
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$
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125,000
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$
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134,915
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Logan C. Fast - Vice President, Director
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2011
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$
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57,301
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(2)
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$
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-
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$
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-
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$
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57,301
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2010
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$
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51,212
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(2)
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$
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-
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$
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10,000
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$
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61,212
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(1)
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Compensation for services not related to positions as director.
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(2)
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Wages received for services performed as a stylist at the salons.
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(3)
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Mr. Clegg resigned as CFO and Director in October, 2011, and the Board appointed Mr. Surber as CFO at that time.
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Title of Class
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Name and Address of Beneficial Owner
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Amount
And Nature of Beneficial Ownership |
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Percent of
Class |
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Supervoting Preferred ($0.001 par value)
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Nexia Holdings, Inc.
59 West 100 South, Second Floor Salt Lake City, Utah 84101 |
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5,850,000
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100
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%
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Preferred Series
"B" Stock ($0.001par value) |
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Richard Surber, President and Director
59 West 100 South, Second Floor Salt Lake City, Utah 84101 |
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37,134
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6.3
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%
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Voting Common Stock
($0.001 par value) |
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Richard Surber, President, CEO, CFO, and Director
59 West 100 South, Second Floor Salt Lake City, Utah 84101 |
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12,972,625
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1.5
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%
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Voting Common Stock
($0.001 par value) |
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Logan Fast, Vice President and Director
59 West 100 South, Second Floor Salt Lake City, Utah 84101 |
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-
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-
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Preferred Series
"B" Stock ($0.001par value) |
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Logan Fast, Vice President and Director
59 West 100 South, Second Floor Salt Lake City, Utah 84101 |
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2,000
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0.3
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%
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Voting Common Stock ($0.001 par value)
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AmeriResource Technologies, Inc.
3440 E. Russell Road, Suite 89120 Las Vegas, Nevada 89120 |
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25,000,005
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2.9
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%
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Voting Common Stock
($0.001 par value) |
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Nexia Holdings, Inc.
59 West 100 South, Second Floor Salt Lake City, Utah 84101 |
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250,000,000
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29
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%
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Preferred Series
"B" Stock ($0.001par value) |
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Directors and Executive Officers as a Group
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39,134
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10.8
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%
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Voting Common Stock
($0.001 par value) |
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Directors and Executive Officers as a Group
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12,972,625
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1.5
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%
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Page
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(a)
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1. Financial Statements
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23
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24
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25
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26
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27
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28
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(a)
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2. Financial Statement Schedules
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All other schedules are omitted because they are not required or the required information is shown in the Consolidated Financial Statements or Notes thereto.
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(a)
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44
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The exhibits listed in the accompanying Exhibit Index (following the Signatures section of this Annual Report on Form 10-K) are filed or incorporated by reference as part of this Annual Report on Form 10-K.
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The exhibits filed or incorporated by reference as part of this Annual Report on Form 10-K contain agreements to which Green Endeavors, Inc. is a party. These agreements are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about Green Endeavors, Inc. or the other parties to the agreements. Certain of the agreements contain representations and warranties by each of the parties to the applicable agreement, and any such representations and warranties have been made solely for the benefit of the other parties to the applicable agreement as of specified dates, may apply materiality standards that are different than those applied by investors, and may be subject to important qualifications and limitations that are not necessarily reflected in the agreement. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time, and should not be relied upon as statements of factual information.
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December 31,
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December 31,
|
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2011
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|
2010
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Assets
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Current Assets:
|
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|
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Cash
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$
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97,983
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$
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67,593
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|
Accounts receivable
|
|
|
143
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|
|
941
|
|
Inventory
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|
|
109,470
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|
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107,365
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Prepaid expenses
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|
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6,244
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|
|
3,317
|
|
Total current assets
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|
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213,840
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|
|
179,216
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|
|
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|
|
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|
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Property, plant and equipment, net of accumulated depreciation of $342,923 and $248,939 respectively
|
|
|
420,093
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|
|
493,205
|
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Other assets
|
|
|
402,629
|
|
|
408,614
|
|
Total Assets
|
|
$
|
1,036,562
|
|
$
|
1,081,035
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Deficit
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
293,794
|
|
$
|
200,327
|
|
Deferred revenue
|
|
|
57,823
|
|
|
48,525
|
|
Due to related parties
|
|
|
838,274
|
|
|
893,405
|
|
Derivative liability
|
|
|
2,943,160
|
|
|
-
|
|
Current portion of notes payable related party
|
|
|
-
|
|
|
125,584
|
|
Current portion of notes payable
|
|
|
200,629
|
|
|
198,248
|
|
Convertible notes payable, net of debt discount of $30,606 and $0, respectively
|
|
|
109,894
|
|
|
-
|
|
Total current liabilities
|
|
|
4,443,574
|
|
|
1,466,089
|
|
|
|
|
|
|
|
|
|
Long-Term Liabilities:
|
|
|
|
|
|
|
|
Notes payable related party
|
|
|
112,723
|
|
|
105,000
|
|
Notes payable
|
|
|
72,128
|
|
|
102,056
|
|
Convertible debentures, net of debt discount of $95,168 and $110,193, respectively
|
|
|
2,764,632
|
|
|
2,749,607
|
|
Total long-term liabilities
|
|
|
2,949,483
|
|
|
2,956,663
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit:
|
|
|
|
|
|
|
|
Convertible Supervoting preferred stock, $0.001 par value, 10,000,000 shares authorized; 5,850,000 and 5,850,000 shares issued and outstanding at December 31, 2011 and 2010; respectively, no liquidation value
|
|
|
5,850
|
|
|
5,850
|
|
Convertible preferred series B stock - $0.001 par value 2,000,000 shares authorized, 630,732 and 610,332 shares issued and outstanding at December 31, 2011and 2010, respectively
|
|
|
631
|
|
|
610
|
|
Preferred stock - $0.001 par value 3,000,000 shares authorized, no shares issued and outstanding at December 31, 2011 and 2010, respectively
|
|
|
-
|
|
|
-
|
|
Common stock, $0.001 par value, 2,500,000,000 shares authorized; 570,886,764 and 430,149,464 shares issued and outstanding at December 31, 2011 and 2010, respectively
|
|
|
570,887
|
|
|
430,150
|
|
Additional paid-in capital
|
|
|
(4,585,663
|
)
|
|
(1,694,506
|
)
|
Accumulated deficit
|
|
|
(2,348,200
|
)
|
|
(2,083,821
|
)
|
|
|
|
|
|
|
|
|
Total stockholders' deficit
|
|
|
(6,356,495
|
)
|
|
(3,341,717
|
)
|
Total Liabilities and Stockholders' Deficit
|
|
$
|
1,036,562
|
|
$
|
1,081,035
|
|
|
|
|
|
||||
|
|
Years Ended
|
|
||||
|
|
December 31,
2011 |
|
December 31,
2010 |
|
||
Revenue:
|
|
|
|
|
|
|
|
Services, net of discounts
|
|
$
|
2,130,184
|
|
$
|
1,668,424
|
|
Product, net of discounts
|
|
|
683,842
|
|
|
582,574
|
|
Total revenue
|
|
|
2,814,026
|
|
|
2,250,998
|
|
|
|
|
|
|
|
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
Cost of services
|
|
|
1,186,726
|
|
|
994,765
|
|
Cost of product
|
|
|
427,789
|
|
|
310,640
|
|
Depreciation
|
|
|
93,983
|
|
|
77,042
|
|
General and administrative
|
|
|
1,050,556
|
|
|
959,951
|
|
Total costs and expenses
|
|
|
2,759,054
|
|
|
2,342,398
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
54,972
|
|
|
(91,400
|
)
|
|
|
|
|
|
|
|
|
Other income (expenses), net:
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(321,745
|
)
|
|
(253,514
|
)
|
Interest income
|
|
|
834
|
|
|
-
|
|
Gain on sale of subsidiary
|
|
|
-
|
|
|
320,770
|
|
Other income
|
|
|
1,560
|
|
|
38,083
|
|
Total other income (expenses), net
|
|
|
(319,351
|
)
|
|
105,339
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(264,379
|
)
|
$
|
13,939
|
|
|
|
|
|
|
|
|
|
Basic and diluted net income (loss) per share
|
|
$
|
(0.00
|
)
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding - basic and diluted
|
|
|
459,868,549
|
|
|
381,748,573
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Supervoting Preferred Stock
|
|
Series B
Preferred Stock |
|
Common Stock
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional
Paid- in Capital |
|
Retained Earnings (Deficit)
|
|
Non- controlling Interest
|
|
Total Stockholders'Deficit
|
|
||||||||||
Balance, December 31, 2009
|
|
|
6,500,000
|
|
$
|
6,500
|
|
|
183,800
|
|
$
|
183
|
|
|
321,395,650
|
|
$
|
321,396
|
|
$
|
(1,778,595
|
)
|
$
|
(2,100,450
|
)
|
$
|
2,690
|
|
$
|
(3,548,276
|
)
|
Series B preferred shares issued in settlement agreement issued
|
|
|
-
|
|
|
-
|
|
|
10,000
|
|
|
10
|
|
|
-
|
|
|
-
|
|
|
(6,010
|
)
|
|
-
|
|
|
-
|
|
|
(6,000
|
)
|
Series B preferred shares issued to repurchase Supervoting preferred stock issued
|
|
|
(650,000
|
)
|
|
(650
|
)
|
|
52,000
|
|
|
52
|
|
|
-
|
|
|
-
|
|
|
598
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Write-off of related party receivables
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(702,572
|
)
|
|
-
|
|
|
-
|
|
|
(702,572
|
)
|
Acquisition of remaining 1% ownership of Landis Salons, Inc.
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,690
|
|
|
(2,690
|
)
|
|
-
|
|
Conversion of series B preferred shares
|
|
|
-
|
|
|
-
|
|
|
(54,200
|
)
|
|
(54
|
)
|
|
108,753,814
|
|
|
108,754
|
|
|
(108,700
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
Series B preferred shares sold for cash between $1.50 and $2.50 per share
|
|
|
-
|
|
|
-
|
|
|
337,732
|
|
|
338
|
|
|
-
|
|
|
-
|
|
|
510,662
|
|
|
-
|
|
|
-
|
|
|
511,000
|
|
Series B preferred shares issued pursuant to employment agreement with related party issued
|
|
|
-
|
|
|
-
|
|
|
25,000
|
|
|
25
|
|
|
-
|
|
|
-
|
|
|
124,975
|
|
|
-
|
|
|
-
|
|
|
125,000
|
|
Series B preferred shares issued as collateral pursuant to the facility lease agreement for Landis II issued
|
|
|
-
|
|
|
-
|
|
|
50,000
|
|
|
50
|
|
|
-
|
|
|
-
|
|
|
249,950
|
|
|
-
|
|
|
-
|
|
|
250,000
|
|
Amortization of debt discount on convertible debenture
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(14,808
|
)
|
|
-
|
|
|
-
|
|
|
(14,808
|
)
|
Series B preferred shares issued for key employees issued
|
|
|
-
|
|
|
-
|
|
|
6,000
|
|
|
6
|
|
|
-
|
|
|
-
|
|
|
29,994
|
|
|
-
|
|
|
-
|
|
|
30,000
|
|
Net income for year ended December 31, 2010
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
13,939
|
|
|
-
|
|
|
13,939
|
|
Balance, December 31, 2010
|
|
|
5,850,000
|
|
|
5,850
|
|
|
610,332
|
|
|
610
|
|
|
430,149,464
|
|
|
430,150
|
|
|
(1,694,506
|
)
|
|
(2,083,821
|
)
|
|
-
|
|
|
(3,341,717
|
)
|
Write-off of related party receivables
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,588
|
)
|
|
-
|
|
|
-
|
|
|
(1,588
|
)
|
Conversion of series B preferred shares
|
|
|
-
|
|
|
-
|
|
|
(20,266
|
)
|
|
(20
|
)
|
|
44,414,417
|
|
|
44,414
|
|
|
(44,394
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
Debt discount on 8% convertible notes payable
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
104,512
|
|
|
-
|
|
|
-
|
|
|
104,512
|
|
Stock options granted for services
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
25,364
|
|
|
-
|
|
|
-
|
|
|
25,364
|
|
Exercise of common stock options granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000,000
|
|
|
60,000
|
|
|
(60,000
|
)
|
|
|
|
|
|
|
|
-
|
|
Conversion of convertible note payable to common shares
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
36,322,883
|
|
|
36,323
|
|
|
(21,823
|
)
|
|
-
|
|
|
-
|
|
|
14,500
|
|
Series B preferred shares sold for cash at $1.50 per share
|
|
|
-
|
|
|
-
|
|
|
40,666
|
|
|
41
|
|
|
-
|
|
|
-
|
|
|
64,959
|
|
|
-
|
|
|
-
|
|
|
65,000
|
|
Amortization of debt discount on convertible debenture
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(15,027
|
)
|
|
-
|
|
|
-
|
|
|
(15,027
|
)
|
Derivative Liability | - | - | - | - | - | - | (2,943,160 | ) | - | - | (2,943,160 | ) | |||||||||||||||||||
Net income for year ended December 31, 2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(264,379
|
)
|
|
-
|
|
|
(264,379
|
)
|
Balance, December 31, 2011
|
|
|
5,850,000
|
|
$
|
5,850
|
|
|
630,732
|
|
$
|
631
|
|
|
570,886,764
|
|
$
|
570,887
|
|
$
|
(4,585,663
|
)
|
$
|
(2,348,200
|
)
|
$
|
-
|
|
$
|
(6,356,495
|
)
|
|
|
|
|
||||
|
|
Years Ended
|
|
||||
|
|
December 31,
2011 |
|
December 31,
2010 |
|
||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(264,379
|
)
|
$
|
13,939
|
|
Adjustments to reconcile net loss attributable to controlling interest to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
Depreciation
|
|
|
93,983
|
|
|
77,042
|
|
Gain on sale of subsidiary
|
|
|
-
|
|
|
(320,770
|
)
|
Accretion of convertible debt discounts
|
|
|
73,905
|
|
|
-
|
|
Write-down of related party receivables
|
|
|
(1,588
|
)
|
|
(40,349
|
)
|
Stock-based compensation
|
|
|
25,364
|
|
|
30,000
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
799
|
|
|
-
|
|
Due from related parties
|
|
|
(55,131
|
)
|
|
(643,962
|
)
|
Inventories
|
|
|
(2,105
|
)
|
|
(14,331
|
)
|
Prepaid expenses
|
|
|
(2,927
|
)
|
|
(3,317
|
)
|
Other assets
|
|
|
5,983
|
|
|
(190,175
|
)
|
Accounts payable and accrued expenses
|
|
|
93,467
|
|
|
661,431
|
|
Deferred revenue
|
|
|
9,298
|
|
|
19,030
|
|
Other long-term liabilities
|
|
|
7,723
|
|
|
90,936
|
|
Net cash provided by (used in) operating activities
|
|
|
(15,608
|
)
|
|
(320,526
|
)
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
Purchases of long-term investment
|
|
|
-
|
|
|
(25,085
|
)
|
Purchases of property, plant, and equipment
|
|
|
(20,871
|
)
|
|
(280,085
|
)
|
Net cash provided by (used in) investing activities
|
|
|
(20,871
|
)
|
|
(305,170
|
)
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
Proceeds from bank loan
|
|
|
-
|
|
|
100,000
|
|
Payments made on bank loan
|
|
|
(8,569
|
)
|
|
(51,367
|
)
|
Payments made on notes payable
|
|
|
(18,978
|
)
|
|
-
|
|
Payments made on related party notes payable
|
|
|
(125,584
|
)
|
|
-
|
|
Proceeds from issuance of convertible notes payable
|
|
|
155,000
|
|
|
-
|
|
Proceeds from issuance of preferred stock
|
|
|
65,000
|
|
|
611,000
|
|
Net cash provided by (used in) financing activities
|
|
|
66,869
|
|
|
659,633
|
|
|
|
|
|
|
|
|
|
Increase in cash
|
|
|
30,390
|
|
|
33,937
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Year
|
|
|
67,593
|
|
|
33,656
|
|
|
|
|
|
|
|
|
|
Cash at end of year
|
|
$
|
97,983
|
|
$
|
67,593
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
Interest
|
|
$
|
5,699
|
|
$
|
7,317
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
Issuance of series B preferred shares
|
|
$
|
5,699
|
|
$
|
369,000
|
|
Issuance of common stock options
|
|
$
|
25,364
|
|
$
|
-
|
|
Conversion of convertible note payable to common shares
|
|
$
|
(14,500
|
)
|
$
|
-
|
|
Derivative Liability
|
$ | 2,943,160 | $ | - | |||
Conversion of B preferred shares
|
|
$
|
44,394
|
|
$
|
108,700
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
Accumulated
Depreciation |
|
Net
|
|
|||
Computer equipment and related software
|
|
$
|
18,992
|
|
$
|
11,733
|
|
$
|
7,259
|
|
Leasehold improvements
|
|
|
443,579
|
|
|
204,377
|
|
|
239,202
|
|
Furniture and fixtures
|
|
|
21,504
|
|
|
11,652
|
|
|
9,852
|
|
Equipment
|
|
|
205,593
|
|
|
107,431
|
|
|
98,162
|
|
Vehicle
|
|
|
48,193
|
|
|
4,590
|
|
|
43,603
|
|
Signage
|
|
|
25,154
|
|
|
3,139
|
|
|
22,015
|
|
Total
|
|
$
|
763,015
|
|
$
|
342,992
|
|
$
|
420,093
|
|
|
|
Cost
|
|
Accumulated
Depreciation |
|
Net
|
|
|||
Computer equipment and related software
|
|
$
|
15,859
|
|
$
|
4,249
|
|
$
|
11,610
|
|
Leasehold improvements
|
|
|
438,678
|
|
|
155,993
|
|
|
282,685
|
|
Furniture and fixtures
|
|
|
20,473
|
|
|
9,239
|
|
|
11,234
|
|
Equipment
|
|
|
194,838
|
|
|
76,463
|
|
|
118,375
|
|
Vehicle
|
|
|
48,193
|
|
|
2,295
|
|
|
45,898
|
|
Signage
|
|
|
24,103
|
|
|
700
|
|
|
23,403
|
|
Total
|
|
$
|
742,144
|
|
$
|
248,939
|
|
$
|
493,205
|
|
|
|
|
|
●
|
Expected volatility of Green's stock;
|
|
||
|
●
|
Expected term of stock options;
|
|
||
|
●
|
Risk-free interest rate for the period;
|
|
||
|
●
|
Expected dividends (if any); and,
|
|
||
|
●
|
Expected forfeitures.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Operating
Income (Loss) |
|
Deferred
Tax Asset (Liability) |
|
Expiration
Year of NOL |
|
|||
2008
|
|
$
|
(1,697,742
|
)
|
$
|
577,000
|
|
|
2028
|
|
2009
|
|
|
(385,160
|
)
|
|
131,000
|
|
|
2029
|
|
2010
|
|
|
13,939
|
|
|
(4,800
|
)
|
|
2030
|
|
2011
|
|
|
(264,379
|
)
|
|
90,000
|
|
|
2031
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(2,333,342
|
)
|
$
|
793,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2011 |
|
December 31,
2010 |
|
||
Green Series B Preferred shares pledged as collateral for the Landis II facility lease (1)
|
|
$
|
250,000
|
|
$
|
250,000
|
|
Note receivable pledged as collateral for the Landis II facility lease (2)
|
|
|
105,000
|
|
|
105,000
|
|
Lease and utility deposits
|
|
|
21,403
|
|
|
23,684
|
|
Certificate of deposit
|
|
|
26,226
|
|
|
25,462
|
|
Other
|
|
|
-
|
|
|
4,468
|
|
Total other assets
|
|
$
|
402,629
|
|
$
|
408,614
|
|
(1)
|
On July 9, 2010, the Board of Directors approved the issuance of 50,000 shares of restricted Series B Preferred shares to Landis Salons II, Inc., a subsidiary of Green, to be used as collateral for a lease entered into by Landis Salons II to serve as the location for a new Landis Lifestyle Salon. These shares were then assigned to the landlord of Landis II as a security deposit with a related value of $250,000.
|
(2)
|
On July 12, 2010, Landis Salons II, Inc. issued a promissory note in the principal amount of $105,000 payable to Wasatch Capital Corporation, which is a subsidiary of Nexia Holdings, Inc. Principal and interest, accruing at the rate of 5% per year, will be due on or before November 10, 2018. This promissory note was issued in exchange for a note receivable assigned to Landis Salons II, for $105,000 with the same terms. As of December 31, 2011 and 2010, there was $7,724 and $2,474 of accrued interest on the note, respectively.
|
|
|
|
|
|
For the fiscal years:
|
|
Operating
Leases |
|
|
2012
|
|
|
141,528
|
|
2013
|
|
|
145,066
|
|
2014
|
|
|
148,693
|
|
2015
|
|
|
132,415
|
|
2016
|
|
|
75,741
|
|
Thereafter
|
|
|
301,087
|
|
Total lease payments
|
|
$
|
944,530
|
|
|
|
|
|
|
|
|
|
Classes of Property
|
|
December 31,
2011 |
|
December 31,
2010 |
|
||
Salon equipment
|
|
$
|
-
|
|
$
|
50,603
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2011 |
|
December 31,
2010 |
|
||
Principal balance
|
|
$
|
2,859,800
|
|
$
|
2,875,000
|
|
Accrued interest
|
|
|
699,062
|
|
|
470,278
|
|
Total
|
|
$
|
3,558,862
|
|
$
|
3,330,078
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditor
|
|
Interest
Rate |
|
Due
Date |
|
December 31,
2011 |
|
December 31,
2010 |
|
||||
Xing Investment Corp (1)
|
|
|
10.00
|
%
|
|
05-12-2008
|
|
$
|
171,000
|
|
$
|
171,000
|
|
Salt Lake City Corporation (2)
|
|
|
3.25
|
%
|
|
06-18-2015
|
|
|
73,294
|
|
|
92,272
|
|
Asher Enterprises, Inc. (3)..
|
|
|
8.00
|
%
|
|
01-09-2012
|
|
|
60,500
|
|
|
-
|
|
Asher Enterprises, Inc. (4)..
|
|
|
8.00
|
%
|
|
03-16-2012
|
|
|
32,500
|
|
|
-
|
|
Asher Enterprises, Inc. (5)..
|
|
|
8.00
|
%
|
|
04-25-2012
|
|
|
25,000
|
|
|
-
|
|
Asher Enterprises, Inc. (6)..
|
|
|
8.00
|
%
|
|
09-12-2012
|
|
|
22,500
|
|
|
-
|
|
Chase Bank
|
|
|
7.24
|
%
|
|
02-13-2015
|
|
|
28,463
|
|
|
37,032
|
|
Nexia Holdings, Inc (related party).
|
|
|
-
|
|
|
09-11-2011
|
|
|
-
|
|
|
125,584
|
|
Wasatch Capital Corp. (related party)
|
|
|
5.00
|
%
|
|
11-10-2018
|
|
|
112,724
|
|
|
105,000
|
|
Total
|
|
|
|
|
|
|
|
|
525,981
|
|
|
530,888
|
|
Less: Current portion of notes payable
|
|
|
|
|
|
|
|
|
341,129
|
|
|
323,832
|
|
Long-term portion of notes payable
|
|
|
|
|
|
|
|
$
|
184,852
|
|
$
|
207,056
|
|
(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 December 31, 2011 and December 31, 2010, accrued interest reported in accounts payable and accrued expenses was $34,200, respectively.
|
|
|
(2)
|
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 personally guaranteed by Richard Surber, CEO of Green.
|
|
|
(3)
|
On April 5, 2011, the Green issued an 8% Convertible Promissory Note in the principal face amount of $75,000 to Asher Enterprises Inc., in exchange for a cash payment of the same amount. The note has a maturity date of January 9, 2012. The note provides for potential conversion into Green's common stock beginning in six months with the conversion price set at 61% of the average of the lowest three (3) trading prices for the Common Stock during the ten (10) Trading Day period prior to the date of conversion. Based on the intrinsic value on the date of issuance, Green has a beneficial conversion feature, for which it has recorded a debt discount of $47,951. This discount is being amortized to the maturity date of the debenture, which is approximately nine months. For the year ended December 31, 2011, $46,703 of the debt discount had been amortized and recorded as an interest expense. At December 31, 2011, the remaining, unamortized debt discount balance was $1,248 and the accrued interest balance on the note was $4,158. During 2011, $14,500 of the note had been converted to common stock as follows: a.) on October 12, 2011, the Board of Directors approved the conversion request from Asher Enterprises, Inc. to convert $10,000 of the convertible promissory note into 16,666,667 shares of common stock at a conversion rate of $0.0006 per share, and b.) on December 5, 2011, the Board of Directors approved the conversion request from Asher Enterprises, Inc. to convert $4,500 of the convertible promissory note into 19,656,217 shares of common stock at a conversion rate of $0.00023 per share.
|
|
|
(4)
|
On June 14, 2011, the Green issued an 8% Convertible Promissory Note in the principal face amount of $32,500 to Asher Enterprises Inc., in exchange for a cash payment of the same amount. The note has a maturity date of March 16, 2012. The note provides for potential conversion into Green's common stock beginning in six months with the conversion price set at 61% of the average of the lowest three (3) trading prices for the Common Stock during the ten (10) Trading Day period prior to the date of conversion. Based on the intrinsic value on the date of issuance, Green has a beneficial conversion feature, for which it has recorded a debt discount of $20,779. This discount is being amortized to the maturity date of the debenture, which is approximately nine months. For the year ended December 31, 2011, $15,057 of the debt discount had been amortized and recorded as interest expense. At December 31, 2011, the remaining, unamortized debt discount balance was $5,722 and the accrued interest balance on the note was $1,425.
|
|
|
(5)
|
On July 19, 2011, the Green issued an 8% Convertible Promissory Note in the principal face amount of $25,000 to Asher Enterprises Inc., in exchange for a cash payment of the same amount. The note has a due date of April 25, 2012. The note provides for potential conversion into Green's common stock beginning in six months with the conversion price set at 58% of the average of the lowest three (3) trading prices for the Common Stock during the ten (10) Trading Day period prior to the date of conversion. Based on the intrinsic value on the date of issuance, Green has a beneficial conversion feature, for which it has recorded a debt discount of $18,103. This discount is being amortized to the maturity date of the debenture, which is approximately nine months. For the year ended December 31, 2011, $10,630 of the debt discount had been amortized and recorded as an interest expense. At December 31, 2011, the remaining, unamortized debt discount balance was $7,473 and the accrued interest balance on the note was $871.
|
|
|
(6)
|
On December 7, 2011, the Green issued an 8% Convertible Promissory Note in the principal face amount of $22,500 to Asher Enterprises Inc., in exchange for a cash payment of the same amount. The note has a due date of September 12, 2012. The note provides for potential conversion into Green's common stock beginning in six months with the conversion price set at 56% of the average of the lowest three (3) trading prices for the Common Stock during the ten (10) Trading Day period prior to the date of conversion. Based on the intrinsic value on the date of issuance, Green has a beneficial conversion feature, for which it has recorded a debt discount of $17,679. This discount is being amortized to the maturity date of the debenture, which is approximately nine months. For the year ended December 31, 2011, $1,515 of the debt discount had been amortized and recorded as an interest expense. At December 31, 2011, the remaining, unamortized debt discount balance was $16,164 and the accrued interest balance on the note was $118.
|
|
|
|
|
|
Cash consideration received
|
|
$
|
100
|
|
Net current and long-term liabilities sold
|
|
|
320,670
|
|
Gain on sale of subsidiary
|
|
$
|
320,770
|
|
|
|
|
|
/s/ Richard D. Surber
|
|
|
Richard D. Surber
|
|
|
President, Chief Executive Officer, and Director
|
|
|
Dated: April 13, 2012
|
|
|
|
|
/s/ Richard D. Surber
|
|
April 13, 2012
|
Richard D. Surber
|
|
|
President, Chief Executive Officer, Chief Financial Officer, and Director
|
|
|
(Principal Executive Officer and Principal Accounting and Financial Officer)
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Incorporated by Reference
|
|
||||||||
Exhibit Number
|
|
Description
|
|
Form
|
|
File
Number |
|
Exhibit Number
|
|
Filing
Date |
Provided Herewith
|
||
3
|
(i)
|
|
Amended and Restated Certificate of Incorporation
|
|
10-12G/A
|
|
000-54018
|
|
3
|
(i)
|
08/23/10
|
|
|
3
|
(ii)
|
|
Bylaws
|
|
10-12G/A
|
|
000-54018
|
|
3
|
(ii)
|
08/23/10
|
|
|
3
|
(iii)
|
|
Plan of Merger
|
|
8-K
|
|
000-54018
|
|
3
|
(iii)
|
08/26/10
|
|
|
3
|
(iv)
|
|
Plan of Merger and Share Exchange
|
|
8-K
|
|
000-54018
|
|
3
|
(iv)
|
08/31/10
|
|
|
3
|
(v)
|
|
Utah Articles of Incorporation
|
|
8-K
|
|
000-54018
|
|
3
|
(v)
|
08/31/10
|
|
|
4
|
(i)
|
|
Certificate of Designation for Series B Preferred Stock.
|
|
10-12G/A
|
|
000-54018
|
|
4
|
(i)
|
08/23/10
|
|
|
4
|
(ii)
|
|
8% Series A Senior Subordinated Convertible Redeemable Debenture issued to DHI dated April 30, 2008.
|
|
10-12G/A
|
|
000-54018
|
|
4
|
(ii)
|
08/23/10
|
|
|
4
|
(iii)
|
|
8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Akron Associates, Inc. dated January 15, 2010.
|
|
10-12G/A
|
|
000-54018
|
|
4
|
(iii)
|
08/23/10
|
|
|
4
|
(iv)
|
|
8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Desert Vista Capital, LLC. dated January 15, 2010.
|
|
10-12G/A
|
|
000-54018
|
|
4
|
(iv)
|
08/23/10
|
|
|
4
|
(v)
|
|
8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Akron Associates, Inc. dated March 16, 2010.
|
|
10-12G/A
|
|
000-54018
|
|
4
|
(v)
|
08/23/10
|
|
|
4
|
(vi)
|
|
8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Akron Associates dated May 11, 2010.
|
|
10-12G/A
|
|
000-54018
|
|
4
|
(vi)
|
08/23/10
|
|
|
4
|
(vii)
|
|
8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Desert Vista Capital, LLC dated May 11, 2010.
|
|
10-12G/A
|
|
000-54018
|
|
4
|
(vii)
|
08/23/10
|
|
|
4
|
(viii)
|
|
Amended Certificate of Designation for Series B Preferred Stock.
|
|
10-12G/A
|
|
000-54018
|
|
4
|
(viii)
|
09/22/10
|
|
|
10
|
(i)
|
|
Stock Purchase Agreement dated March 10, 2011, with Desert Vista Capital, LLC for the purchase of 16,666 shares of Series B Preferred Stock
|
|
10-Q
|
|
000-54018
|
|
10
|
(i)
|
05/13/11
|
|
|
10
|
(ii)
|
|
Stock Purchase Agreement dated March 16, 2011, with Fredric Lande for the purchase of 14,333 shares of Series B Preferred Stock
|
|
10-Q
|
|
000-54018
|
|
10
|
(ii)
|
05/13/11
|
|
|
10
|
(iii)
|
|
Stock Purchase Agreement dated April 6, 2011, with Desert Vista Capital, LLC for the purchase of 10,000 shares of Series B Preferred Stock
|
|
10-Q
|
|
000-54018
|
|
10
|
(iii)
|
08/11/11
|
|
|
10
|
(iv)
|
|
8% Convertible Promissory Note issued on June 14, 2011 to Asher Enterprises, Inc.
|
|
10-Q
|
|
000-54018
|
|
10
|
(iv)
|
08/11/11
|
|
|
10
|
(v)
|
|
8% Convertible Promissory Note issued on July 19, 2011 to Asher Enterprises, Inc.
|
|
10-Q
|
|
000-54018
|
|
10
|
(v)
|
08/11/11
|
|
|
10
|
(vi)
|
|
8% Convertible Promissory Note issued December 7, 2011 to Asher Enterprises, Inc.
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
SUBSEQUENT ENVENT
|
|
|
|
|
|
|
|
|
|
|
10
|
(i)
|
|
8% Convertible Promissory Note issued February 2, 2012, to Asher Enterprises, Inc.
|
|
|
|
|
|
|
|
|
X
|
|
10
|
(ii)
|
|
11% Convertible Promissory Note issued February 27, 2012 to William and Nina Wolfson
|
|
|
|
|
|
|
|
|
X
|
|
31.01
|
|
Certification of the Registrant's Chief Executive Officer, Richard D. Surber, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
|
|
X
|
||
31.02
|
|
Certification of the Registrant's Chief Financial Officer, Richard D. Surber, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
|
|
X
|
||
32.01
|
|
Certification of the Registrant's Chief Executive Officer, Richard D. Surber, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
X
|
||
32.02
|
|
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.
|
|
|
|
|
|
|
|
|
X
|
|
|
1.
|
I have reviewed this
Annual Report on Form 10-K of Green Endeavors, Inc.;
|
|
|
2.
|
Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
|
|
|
3.
|
Based on my knowledge, the
financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
|
|
|
4.
|
The registrant's other certifying
officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
(a) Designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
|
|
|
|
(b) Designed such internal
control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
|
|
|
|
(c) Evaluated the
effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
|
|
|
(d) Disclosed in this
report any change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter
(the registrant's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
|
|
|
5.
|
The registrant's other
certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
|
|
|
|
(a) All significant deficiencies
and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and
|
|
|
|
(b) Any fraud, whether or
not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial
reporting.
|
Date:
|
April 13, 2012
|
|
|
|
|
By:
|
/s/ Richard D. Surber
|
|
|
Richard D. Surber
|
|
|
Chief Executive Officer
and Director
|
|
|
(Principal Executive
Officer)
|
|
|
|
1.
|
I have reviewed this
Annual Report on Form 10-K of Green Endeavors, Inc.;
|
|
|
2.
|
Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
|
|
|
3.
|
Based on my knowledge, the
financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
|
|
|
4.
|
The registrant's other certifying
officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
(a) Designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
|
|
|
|
(b) Designed such internal
control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
|
|
|
|
(c) Evaluated the
effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
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|
|
(d) Disclosed in this
report any change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter
(the registrant's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
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|
|
5.
|
The registrant's other
certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
|
|
|
|
(a) All significant deficiencies
and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and
|
|
|
|
(b) Any fraud, whether or
not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial
reporting.
|
Date:
|
April 13, 2012
|
|
|
|
|
By:
|
/s/ Richard D. Surber
|
|
|
Richard D. Surber
|
|
|
Chief Financial Officer
and Director
|
|
|
(Principal Financial
Officer)
|
|
|
|
|
|
1.
|
The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
|
|
|
|
|
2.
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
|
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|
|
/s/ Richard D. Surber
|
|
Richard D. Surber
|
|
Chief Executive Officer
and Director
|
|
(Principal Executive
Officer)
|
|
Date: April 13, 2012
|
|
|
|
|
1.
|
The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
|
|
|
|
|
2.
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
|
|
|
|
/s/ Richard D. Surber
|
|
Richard D. Surber
|
|
Chief Financial Officer
and Director
|
|
(Principal Financial
Officer)
|
|
Date: April 13, 2012
|
|
|
Principal Amount: $42,500.00.00
|
Issue Date: February 2, 2012
|
Purchase Price: $42,500.00.00
|
|
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|
|
GREEN ENDEAVORS,
INC.
|
|
|
|
|
|
By:
|
/s/Richard
Surber
|
|
|
RICHARD
SURBER
|
|
|
President/Chief
Executive Officer
|
|
|
|
|
o
|
The Borrower
shall electronically transmit the Common Stock issuable pursuant to this
Notice of Conversion to the account of the undersigned or its nominee with
DTC through its Deposit Withdrawal Agent Commission system ("DWAC Transfer").
|
|
|
|
|
|
Name of DTC
Prime Broker:
Account Number: |
|
o
|
The
undersigned hereby requests that the Borrower issue a certificate or
certificates for the number of shares of Common Stock set forth below (which
numbers are based on the Holder's calculation attached hereto) in the name(s)
specified immediately below or, if additional space is necessary, on an
attachment hereto:
|
|
|
|
|
|
|
||||
|
ASHER ENTERPRISES, INC.
|
|
|
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|
||||
|
1 Linden
Pl., Suite 207
|
|
|
|
|
||||
|
Great Neck,
NY. 11021
|
|
|
|
|
||||
|
Attention:
Certificate Delivery
|
|
|
|
|
||||
|
(516)
498-9890
|
|
|
|
|
||||
|
|
|
|
|
|
||||
|
Date of
Conversion:
|
|
|
|
|
||||
|
Applicable
Conversion Price:
|
|
$
|
|
|
||||
|
Number of
Shares of Common Stock to be Issued
|
|
|
|
|
||||
|
Pursuant to Conversion of the Notes:
|
|
|
|
|
||||
|
Amount of
Principal Balance Due remaining
|
|
|
|
|
||||
|
Under the Note after this conversion:
|
|
|
|
|
||||
|
|
|
|
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|
||||
|
ASHER
ENTERPRISES, INC.
|
|
|
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|
||||
|
|
|
|
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|
||||
|
By:
|
|
|
|
|
|
|
||
|
Name: Curt
Kramer
|
|
|
|
|
||||
|
Title:
President
|
|
|
|
|
||||
|
Date:
|
|
|
|
|
|
|
||
|
1 Linden
Pl., Suite 207
|
|
|
|
|
||||
|
Great Neck,
NY. 11021
|
|
|
|
|
||||
|
|
|
|
A.
|
By this Note and in exchange
for funds advanced on or before February 27, 2012, the Company issues
this Convertible Note, in the sum of Fifty Thousand Dollars ($50,000.00),
dated February 27, 2012. Note Holder is entitled to interest at the rate of
eleven percent (11%) per annum.
|
|
|
|
|
B.
|
As described and in accordance with paragraph 5
hereof, at the Note Holder's option on the date of conversion, all or any
part of the Note may be converted into the common stock of Green Endeavors,
Inc. ("Stock") at the conversion rate specified herein. Upon execution of
this Note the Company agrees to authorize the issuance of and reserves for
issuance the number of additional shares of common
stock as may from time to time be the maximum number required for issuance
upon conversion of the Note pursuant to the conversion option hereinafter
granted.
|
|
|
|
|
C.
|
The Company shall be liable
for equal monthly payments under the Note in the amount of $1,292.28 to
include interest and principle, the first payment shall be due on
April 2, 2012 and subsequent payments are due on the 2nd day of
each month. The entire Note, including
accrued and unpaid interest thereon, shall be due and payable, unless earlier
converted into the Company's Stock as provided for herein, forty eight (48)
months from the date of this Note.
|
|
|
|
|
A.
|
Green Endeavors Inc. is a corporation duly organized
and existing and in good standing under
the laws of the State of Utah and has the corporate power to won its own
property and to carry on business as it is now being conducted.
|
|
|
|
|
B.
|
The Company has on its
corporate records the lists of its shareholders, which set forth all
the issued and outstanding capital stock of the Company as of the date
hereof. The Company's Transfer Agent maintains such lists.
|
|
|
|
|
C.
|
There is no action or proceeding pending or
threatened against the Company before any court or administrative agency, the
determination of which might result in
any material adverse change in the business of the Company, which has not
been disclosed to the Note Holder.
|
|
|
|
|
D.
|
The Company has title to the respective properties
and assets including the properties and
assets reflected on all financial statements of the Company.
|
|
|
|
|
E.
|
Other than as previously
disclosed to the Note Holder, the Company is not a party to any
contract or agreement or subject to any restriction which materially and
adversely affects its business, property, assets, or financial condition and
neither the execution or delivery of this Note, nor the confirmation of the
transaction contemplated herein, nor the fulfillment of the terms hereof, nor
the compliance with the terms and provisions hereof and of the Note, will
conflict with or result in the breach of the terms, conditions or provisions
or constitute a default under the Articles of the Company or of any agreement
or instrument to which the Company is now a party.
|
|
|
|
|
F.
|
The Company has not declared,
set aside, paid or made any dividend or other distribution with respect to
its capital stock and has not made or caused to be made directly or
indirectly, any payment or other distribution of any nature whatsoever to the
Note Holder of its capital stock.
|
|
|
|
|
G.
|
There are no outstanding
options or rights to purchase Shares of the Company and no outstanding
securities with the right of conversion into Shares of the Company, except
as previously disclosed to Note Holder. The Company owns or possesses adequate licenses or other rights to use, all
patents, trademarks, trade names, trade secrets, and copyrights used
in its business. No one has asserted to the Company that its operations
infringe on the patents, recovery claims, trademarks, trade secrets or other rights used in the operation
of the Company business.
|
|
|
|
|
H.
|
Neither the Company nor any agent or employee acting
in its behalf has offered the Note or the
Stock or any portion thereof for sale to or solicited in any offer to buy
the same from the Company and neither the Company nor any agent or employee
acting in its behalf will sell or offer for sale the Note or Stock or any portions thereof to or solicit any offer to buy
the Note or Stock from anyone so as to bring the issuance or sale
thereof to within the provisions of Section 5 of the Securities Act of 1933
or to violate the provisions thereof.
|
|
|
|
|
The Note Holder represents and
warrants that:
|
|
|
|
|
A.
|
The Note Holder has tendered the Fifty Thousand
dollars (%50,000.00) to the Company.
|
|
|
|
|
B.
|
The Note Holder is a married couple residing in the
state of Florida, William and Nina Wolfson.
|
|
|
|
|
4.
|
Prepayment of the Convertible
Note
|
|
|
|
|
|
Company shall have the right to make prepayments on
principal of the Note at any time, prior to any conversion of the Note into
Stock. Such prepayment shall be accompanied
by a payment of all accrued interest as of the date of payment. There shall
be no premium for the amount so prepaid.
|
|
|
|
|
a.
|
Note Holder may convert the Note in whole or in part
into as many fully paid and nonassessable Shares of the common stock of Green
Endeavors, Inc. ("Green") as the principal amount of the Note so converted
allows by the terms hereof, so long as
such conversion does not result in Note Holder then holding in excess of 5%
of the issued and outstanding shares of Green's common stock and
therefore the maximum number of shares that the Note Holder may receive in
any conversion shall be equal to or less than 5% of the issued and
outstanding shares of Green's common stock,
when aggregated with any other common stock held by the Note Holder.
The conversion price shall be fifty percent (50%) of the bid price on the
date of conversion. In order to exercise the right of conversion, Note Holder
shall provide a written notice of conversion specifying the amount of the
Note to be converted. If any of the Note shall be converted in part, the
Company may, at its option and without charge to the Note Holder, either (i)
execute and deliver to the Note Holder a new note for the balance of the
principal amount that remains unconverted,
or (ii) make a notation on the Note of the amount converted.
|
|
|
|
|
b.
|
Upon conversion of any of the Note, all accrued and
unpaid interest on the principal amount
shall be paid to the Note Holder by the Company, either in cash or Stock,
unless such interest is waived by the Note Holder.
|
|
|
|
|
c.
|
In the event that Green shall at any time divide its
outstanding shares of common stock into a
greater number of shares, the conversion price in effect immediately prior to
such subdivision shall be proportionately reduced, and conversely, in the case
of outstanding shares of common stock of Green shall be combined into a smaller number of shares, the actual conversion
price in effect immediately prior to such combination shall be
proportionatey increased.
|
|
|
|
|
d.
|
No fractional share of Stock shall be issued upon
conversion of any of the Note. If the Note Holder shall have converted all of
the Note held by it other than a principal
amount so small that less than a whole share of Stock would be available for
issuance upon conversion thereof, the Company may elect to prepay such
balance, with interest accrued thereon to the date fixed for payment, or
leave the same outstanding until the maturity of the Note.
|
|
|
|
|
e.
|
In any reclassification or change of outstanding
shares of common stock available for issue upon conversion of the Note (other
than a change in stated value or from no par to a stated par value) or in the
case of any consolidation or merger of Green
with any other company, or in the case of the sale and conveyance to another
corporation or person of the property of Green in its entirety or substantially
as an entirety, Green shall, as a condition precedent to such transaction,
cause effective provisions to be made that the Note Holder of the Note shall
have the right thereafter to convert the Note into the kind and amount of shares of Stock and other securities and
property receivable upon such reclassification, change, consolidation,
merger, sale or conveyance by the Note Holder of the number of shares of
common stock of Green into which the Note might
have been converted immediately prior to such reclassification, change, consolidation,
merger, sale or conveyance.
|
|
|
|
The Company covenants that, so
long as the Note is outstanding, it will permit the Note Holder to visit and
inspect, at the Note Holders expense, any of the property of the Company,
including its books and records, and to discuss the affairs, finances and accounts
of the Company with its officers.
|
|
|
|
The breach of any of the
events or conditions contained in this Note may constitute an event of
default under this Note. Payments due under the terms hereof shall not be
considered past due for a period of 10 days after the due date. The Note
Holder may give written notice of such
breach and if the Company shall within thirty (30) days after receipt
of such written notice have failed to correct such occurrence of condition,
then the Note Holder may call the Note due in its entirety and may otherwise
avail itself of all legal remedies available.
|
|
|
|
|
a.
|
Any and all notices, approvals
or other communications to be sent to the parties shall be deemed validly and
properly given if made in writing and delivered by hand or by registered or
certified mail, return receipt requested, and addressed to the Company
at its principal office or to the Note Holder of the Note at the addresses
given to the Company by the Note Holder.
|
|
|
|
|
b.
|
This Note may not be modified,
amended or terminated except by written agreement executed by the
parties hereto.
|
|
|
|
|
c.
|
The waiver of any breach or
default hereunder shall not be considered valid unless in writing and
signed by the party giving such notice and no waiver shall be deemed a waiver of any subsequent breach or
default of the Note.
|
|
|
|
|
d.
|
The paragraph headings contained herein are for the
purpose of convenience only and are not
intended to define or limit the contents of the Note.
|
|
|
|
|
e.
|
The validity, construction, interpretation and
enforceability of this Note shall be determined and governed by the laws of
the State of Utah.
|
|
|
|
|
f.
|
This Note and its provisions shall be binding upon
and inure to the benefit of the parties and their successors and assigns.
|
|
|
|
|
g.
|
This Note may be executed in one or more
counterparts, each which shall be deemed
an original. Electronic and fax signatures shall be treated as originals.' h.
This Note constitutes the entire agreement between the parties, and any prior
agreements, written or oral, are hereby merged into this Note, and the only enforceable
terms and agreement between the parties are the terms set forth in this Note.
|
|
|
|
By:
|
![]() |
|
|
Richard Surber, President and
CEO
|
|
|
|
|
By:
|
![]() |
|
|
Richard Surber, Manager
|
|
|
|
|
|
![]() |
|
Richard Surber, Personally and as a guarantor of the
payment of the note.
|
|
|
Principal Amount: S22,500.00
|
Issue Date: December 7, 2011
|
Purchase Price: $22,500.00
|
|
|
|
|
|
GREEN ENDEAVORS,
INC.
|
|
|
|
|
|
By:
|
![]() |
|
|
RICHARD
SURBER
|
|
|
President/Chief
Executive Officer
|
|
|
|
|
o
|
The Borrower
shall electronically transmit the Common Stock issuable pursuant to this
Notice of Conversion to the account of the undersigned or its nominee with
DTC through its Deposit Withdrawal Agent Commission system ("DWAC Transfer").
|
|
|
|
|
|
Name of DTC
Prime Broker:
Account Number: |
|
o
|
The
undersigned hereby requests that the Borrower issue a certificate or
certificates for the number of shares of Common Stock set forth below (which
numbers are based on the Holder's calculation attached hereto) in the name(s)
specified immediately below or, if additional space is necessary, on an
attachment hereto:
|
|
|
|
|
|
|
||||
|
ASHER ENTERPRISES, INC.
|
|
|
|
|
||||
|
1 Linden
Pl., Suite 207
|
|
|
|
|
||||
|
Great Neck,
NY. 11021
|
|
|
|
|
||||
|
Attention:
Certificate Delivery
|
|
|
|
|
||||
|
(516)
498-9890
|
|
|
|
|
||||
|
|
|
|
|
|
||||
|
Date of
Conversion:
|
|
|
|
|
||||
|
Applicable
Conversion Price:
|
|
$
|
|
|
||||
|
Number of
Shares of Common Stock to be Issued
|
|
|
|
|
||||
|
Pursuant to Conversion of the Notes:
|
|
|
|
|
||||
|
Amount of
Principal Balance Due remaining
|
|
|
|
|
||||
|
Under the Note after this conversion:
|
|
|
|
|
||||
|
|
|
|
|
|
||||
|
ASHER
ENTERPRISES, INC.
|
|
|
|
|
||||
|
|
|
|
|
|
||||
|
By:
|
|
|
|
|
|
|
||
|
Name: Curt
Kramer
|
|
|
|
|
||||
|
Title:
President
|
|
|
|
|
||||
|
Date:
|
|
|
|
|
|
|
||
|
1 Linden
Pl., Suite 207
|
|
|
|
|
||||
|
Great Neck,
NY. 11021
|
|
|
|
|
||||
^E^.'S?X\SF7)(PL?+L6SIN(J_RG6&[F04=2&YN"2SO@W1,'N'*L!014"@ M\%X.QYUPQ7&8CQ8S/'UFL)',*KE07,D^D71Q6>R4F\.'-P\=K&,LNN?01"_3>DST2(@I>FKZTR:7NG<@A8;9*.YF:;%6/L)RHOG:Z8#L`" M!0V``V#0<3WHRKD%-E6>J6`W18_/O:]^K#$D6KQ%I+5FA-"`:T7)NDJBN4YV M""A4FX'*!1=+(%$1WXB&5^6"+C.JWC+A:?A*$47J>);]B2$B*LP,<%GL1&Y" MKR"<00P)+G.9P0@)"(E,8PFW'<=]PVOHU@.U84Q&ZL>7D&:?9?L%-NK]DUPR M=*RK;^:YSC_IK1XL!3'9QC8B,>V`"E*"2)1``$1$0SG*=B?8J[/]C[RQ'W4F MO6FL6 B"<2@D!DPX)IE'8YN6^^P"'J&B^-^MPU/\>V#*Q7O: M_"0N(:@@V,B991(R18!GL C2+`W(IO=9EQQ#,A4V*(B7^*U4+L;8?3?Z"`B&U=A,+Q'8G"UB MP?89%]5J[DV/&*D7D:C&NWH1RYR_*132EFCYJ(+)@9(PJ(&V`PB78P`8`E&- M\*M9Q1BF?P9UPR-*0N#\J)D5LU&RG`P>9*O*R[5%$B$C(*R:3.564`[9$XD/ M(BF4"`5,B90``#OINM_D_C8&(K='S[BC'T14XM*-!M'8@5^(J+8.)52-S7(" M(!QV*":0`0`#T#0 GEHQ'!E-VR=?+(FE3III;>A MU%Q*)S;^H%*&WIH)*\Y^0C4JF=:X*45 9?XB,B\.7B3EL0W[WH`!96(Z4AC7%-8QRV(V;MJ!7HZ$339D]E MF4D4S2:E*@F`%XI@">Q0V#8-!V'0-`T$O]97TY_^G_:2'=G<%@$8#%#]D@H! M@;^^\B9Q!RND`^@B?XI"&$/[@!^F@J#0-`T#0?/&2;:6;?+:`NFD!S)[.$%F M:O),>(_PW!"&V_8.VP_4/30?1H&@:!H)J\H'42^]Q,78WK6-B1"EDPSG:@9) M5/+G]@I(>G3J;B4.U5!-007!J97B``'(-R[_`':"E=!._DL\?-:\B^"FN(Y. M?=XIL$#+IOF-@9(%?+)Q[U)2.FV!VYSIE.1XP<+)!N.Q%."FQN'$0HC0-`T# M03E09E_&>6/*-9DG)&T=<,"8YDX=DHLV]Y=2!M%W;RSE!NF(J^VE^09D.90` M#D<`#!K MC62OU%R)2:BE0LM=E46B2(ANH0"2*Z@[#]OJ.VWT"E-`T#0-`T#0-`T#0-`T M#0-`T#0-!C>=_P"@?_REP9_43\S_`%N_+VC^G?XOW_A>[_++G\Y^6]G[?C?$ B_=]W[/>]K^WPT&R:!H&@:!H&@:!H&@:!H&@:!H&@:#__V3\_ ` end
Inventory
|
12 Months Ended |
---|---|
Dec. 31, 2011
|
|
Inventory [Abstract] | |
Inventory | Note 3 Inventory
Greens 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 December 31, 2011 and 2010, inventory amounted to $109,470 and $107,365, respectively. |