Washington, D.C. 20549
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FORM 10-K
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(Mark One)
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X 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, 2013
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _________ to_________.
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Commission file number 000-54018
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GREEN ENDEAVORS, INC.
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(Exact name of registrant as specified in its charter)
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Utah
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27-3270121
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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59 West 100 South, 2nd Floor, Salt Lake City, Utah 84101
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(Address of Principal Executive Offices) (Zip Code)
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(801) 575-8073
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(Registrant's Telephone Number, including Area Code)
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None
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Securities registered pursuant to Section 12(b) of the Act:
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None
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Securities registered pursuant to Section 12(g) of the Act:
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Title of Each Class
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Names of Each Exchange on which Registered
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$0.0001 Common Stock
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None
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PAGE
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PART I.
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||||
Item 1.
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Business
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3
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Item 1.
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A.
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Risk Factors
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4
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Item 1.
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B.
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Unresolved Staff Comments
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7
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Item 2.
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Properties
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7
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Item 3.
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Legal Proceedings
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7
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Item 4.
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Submission of Matters to a Vote of Security Holders
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8
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PART II.
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||||
Item 5.
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Market for Registrant's Common Equity and Related Stockholder Matters
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8
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Item 6.
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Selected Financial Data
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11
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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11
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Item 8.
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Financial Statements and Supplementary Data
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17
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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17
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Item 9.
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A.
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Controls and Procedures
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17
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Item 9.
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B.
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Other Information
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18
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PART III.
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||||
Item 10.
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Directors, Executive Officers, and Corporate Governance
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18
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Item 11.
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Executive Compensation
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19
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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19
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Item 13.
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Certain Relationships and Related Transactions and Director Independence
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20
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Item 14.
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Principal Accountant Fees and Services
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21
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PART IV.
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||||
Item 15.
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Exhibits and Financial Statement Schedules
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22
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Signatures
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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
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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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|||||||
2012
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||||||||
First Quarter
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$ | 0.2400 | $ | 0.0200 | ||||
Second Quarter
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$ | 0.1400 | $ | 0.0200 | ||||
Third Quarter
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$ | 0.0800 | $ | 0.0200 | ||||
Fourth Quarter
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$ | 0.0400 | $ | 0.0200 | ||||
2013
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||||||||
First Quarter
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$ | 0.0200 | $ | 0.0200 | ||||
Second Quarter
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$ | 0.0650 | $ | 0.0050 | ||||
Third Quarter
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$ | 0.0120 | $ | 0.0030 | ||||
Fourth Quarter
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$ | 0.0100 | $ | 0.0026 | ||||
2014
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||||||||
First Quarter
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$ | 0.0130 | $ | 0.0050 |
Years Ended
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Increase (Decrease)
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|||||||||||||||
December 31,
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December 31,
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Over Prior Fiscal Year
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||||||||||||||
Salon
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2013
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2012
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Dollar
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Percentage
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||||||||||||
Liberty Heights
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$ | 1,899,025 | $ | 1,661,385 | $ | 237,640 | 14 | % | ||||||||
Marmalade
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725,231 | 667,165 | 58,066 | 9 | % | |||||||||||
City Creek
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3,864 | 580 | 3,284 | n/a | ||||||||||||
Total Service Revenue
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$ | 2,628,120 | $ | 2,329,130 | $ | 298,990 | 13 | % |
Years Ended
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Increase (Decrease)
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|||||||||||||||
December 31,
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December 31,
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Over Prior Fiscal Year
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||||||||||||||
Salon
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2013
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2012
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Dollar
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Percentage
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||||||||||||
Liberty Heights
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$ | 532,953 | $ | 531,655 | $ | 1,298 | 0.24 | % | ||||||||
Marmalade
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206,076 | 206,026 | 50 | 0.02 | % | |||||||||||
City Creek
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198,878 | 81,705 | 117,173 | n/a | ||||||||||||
Total Product Revenue
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$ | 937,907 | $ | 819,386 | $ | 118,521 | 14 | % |
Years Ended
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||||||||
December 31,
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December 31,
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|||||||
Revenue Type
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2013
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2012
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||||||
Services
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56.4 | % | 59.1 | % | ||||
Product
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53.6 | % | 57.0 | % |
Years Ended
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||||||||||||
December 31,
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December 31,
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|||||||||||
2013
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2012
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Change
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||||||||||
Salaries and wages
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$ | 443,062 | $ | 494,214 | $ | (51,152 | ) | |||||
Rent
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216,789 | 232,247 | (15,458 | ) | ||||||||
Advertising
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92,628 | 93,459 | (831 | ) | ||||||||
Credit card merchant fees
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50,317 | 47,416 | 2,901 | |||||||||
Insurance
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63,916 | 54,361 | 9,555 | |||||||||
Utilities and telephone
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57,821 | 49,072 | 8,749 | |||||||||
Professional services
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218,741 | 235,275 | (16,534 | ) | ||||||||
Repairs and maintenance
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26,302 | 23,204 | 3,098 | |||||||||
Dues and subscriptions
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24,253 | 24,706 | (453 | ) | ||||||||
Office expense
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43,036 | 46,135 | (3,099 | ) | ||||||||
Travel
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21,455 | 26,359 | (4,904 | ) | ||||||||
Investor relations and company promotion
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13,954 | 63,042 | (49,088 | ) | ||||||||
Other
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37,757 | 25,734 | 12,023 | |||||||||
Total General and administrative expenses
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$ | 1,310,031 | $ | 1,415,224 | $ | (105,193 | ) |
Years Ended
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||||||||||||
December 31,
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December 31,
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|||||||||||
Other Income (Expenses), net
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2013
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2012
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Change
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|||||||||
Interest income
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$ | 824 | $ | 812 | $ | 12 | ||||||
Interest expense
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(103,035 | ) | (238,091 | ) | 135,056 | |||||||
Interest expense, related parties
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(206,692 | ) | (206,590 | ) | (102 | ) | ||||||
Gain (loss) on derivative fair value adjustment
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155,914 | (94,850 | ) | 250,764 | ||||||||
Gain on forgiveness of debt | 65,000 | - | 65,000 | |||||||||
Other income (expense)
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(6,542 | ) | (42,171 | ) | 38,629 | |||||||
Total Other income (expenses), net
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$ | (90,931 | ) | $ | (580,890 | ) | $ | 489,959 |
Name
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Age
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Positions and Offices
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Richard D. Surber
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41
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President, CEO and Director
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Logan C. Fast
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27
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Vice President and Director
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Scott C. Coffman
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52
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CFO and Director
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Stock
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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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Awards ($)
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Total ($)
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||||||||||||
Richard D. Surber - President, CEO, CFO, and Director (1)
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2013
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$ | 93,750 | $ | - | $ | - | $ | 93,750 | ||||||||
2012
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$ | 77,000 | $ | - | $ | - | $ | 77,000 | |||||||||
Logan C. Fast - Vice President, Director (1)(2)
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2013
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$ | 71,879 | $ | - | $ | - | $ | 71,879 | ||||||||
2012
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$ | 66,972 | $ | - | $ | - | $ | 66,972 | |||||||||
Scott C. Coffman - CFO and Director (1)(3)
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2013
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$ | - | $ | - | $ | 80,000 | $ | 80,000 | ||||||||
2012
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$ | - | $ | - | $ | - | $ | - |
(3)
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Mr. Coffman was appointed as CFO and Director in June, 2013 and does not receive a salary from Green or its subsidiaries at this time. Mr. Coffman is compensated through the company's parent payroll company.
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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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Super voting Preferred ($0.001 par value)
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Nexia Holdings, Inc. (1)
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59 West 100 South, 2nd Floor
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10,000,000
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100%
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Salt Lake City, Utah 84101
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Preferred Series "B" Stock
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Richard D. Surber
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($0.001 par value)(2)
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59 West 100 South, 2nd Floor
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37,134
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5.11%
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Salt Lake City, Utah 84101
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Voting Common Stock
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Richard D. Surber
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($0.0001 par value)(2)
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59 West 100 South, 2nd Floor
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64,864
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0.03%
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Salt Lake City, Utah 84101
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Preferred Series "B" Stock
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Logan C. Fast
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($0.001 par value)(2)
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59 West 100 South, 2nd Floor
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2,000
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0.28%
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Salt Lake City, Utah 84101
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Preferred Series "B" Stock
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Scott C. Coffman
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|||
($0.001 par value)(2)
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59 West 100 South, 2nd Floor
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16,000
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2.20%
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Salt Lake City, Utah 84101
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Voting Common Stock
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Nexia Holdings, Inc. (1)
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($0.0001 par value)(2)
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59 West 100 South, 2nd Floor
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96,493,181
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49.38%
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Salt Lake City, Utah 84101
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Preferred Series "B" Stock
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Directors and Executive Officers
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|||
($0.001par value)
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as a Group (including beneficial
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55,134
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7.58%
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ownership) (1)
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||||
Voting Common Stock
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Directors and Executive Officers
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|||
($0.0001 par value)(2)
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as a Group (including beneficial
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11,841,179
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6.06%
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ownership) (1)
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||||
Super voting Preferred ($0.001 par value)
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Directors and Executive Officers
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as a Group (including beneficial
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10,000,000
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100%
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||
ownership) (1)
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Page
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||
(a) 1. Financial Statements
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Report of Independent Registered Public Accounting Firm
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23
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Consolidated Balance Sheets as of December 31, 2013 and 2012
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24
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Consolidated Statements of Operations for the years ended December 31, 2013 and 2012
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25
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Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2013 and 2012
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26
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Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012
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27
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Notes to Consolidated Financial Statements
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28
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(a) 2. Financial Statement Schedules
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(a) 3. Exhibits
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46
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Item 1. Consolidated Financial Statements
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|||||
Consolidated Statements of Operations
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||||||||
Years Ended
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||||||||
December 31, 2013
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December 31, 2012
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|||||||
Revenue:
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||||||||
Services, net of discounts
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$ | 2,628,120 | $ | 2,329,130 | ||||
Product, net of discounts
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937,907 | 819,386 | ||||||
Total revenue
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3,566,027 | 3,148,516 | ||||||
Costs and expenses:
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||||||||
1,482,150 | 1,375,413 | |||||||
Cost of product
|
502,321 | 467,421 | ||||||
Depreciation
|
129,458 | 123,902 | ||||||
General and administrative
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1,310,031 | 1,415,224 | ||||||
Total costs and expenses
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3,423,960 | 3,381,960 | ||||||
Income (loss) from operations
|
142,067 | (233,444 | ) | |||||
Other income (expenses):
|
||||||||
Interest income
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824 | 812 | ||||||
Interest expense
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(103,035 | ) | (238,091 | ) | ||||
Interest expense, related parties
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(206,692 | ) | (206,590 | ) | ||||
155,914 | (94,850 | ) | ||||||
Gain on forgiveness of debt
|
65,600 | - | ||||||
Other income (expense)
|
(3,542 | ) | (42,171 | ) | ||||
Total other expenses
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(90,931 | ) | (580,890 | ) | ||||
Net income (loss)
|
$ | 51,136 | $ | (814,334 | ) | |||
Net income (loss) per common share
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||||||||
Basic:
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||||||||
Basic earnings per common share
|
$ | 0.00 | $ | (0.06 | ) | |||
Weighted-average common shares outstanding
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76,586,294 | 14,024,096 | ||||||
Diluted:
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||||||||
Basic earnings per common share
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$ | - | $ | N/A | ||||
Weighted-average common shares outstanding
|
2,678,273,864 | N/A | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
Consolidated Statements of Stockholders' Deficit
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|||||||||||||||||||||||||||||||||||||
Additional
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Retained
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Total
|
|||||||||||||||||||||||||||||||||||
Super Voting Preferred Stock
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Series B Preferred Stock
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Common Stock
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Paid-
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Earnings
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Stockholders’
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||||||||||||||||||||||||||||||||
Shares
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Amount
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Shares
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Amount
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Shares
|
Amount
|
in Capital
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(Deficit)
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Deficit
|
|||||||||||||||||||||||||||||
Balance as of December 31, 2011
|
5,850,000 | $ | 5,850 | 630,732 | $ | 631 | 2,854,434 | $ | 285 | $ | (1,165,350 | ) | $ | (2,360,085 | ) | $ | (3,518,669 | ) | |||||||||||||||||||
Super voting preferred stock issued for settlement of accrued interest on related party convertible debentures
|
4,150,000 | 4,150 | 140,408 | 144,558 | |||||||||||||||||||||||||||||||||
Common stock issued for settlement of accrued interest on related party convertible debentures
|
10,526,316 | 1,053 | 398,947 | 400,000 | |||||||||||||||||||||||||||||||||
Conversion of series B preferred shares
|
(33,254 | ) | (33 | ) | 4,472,984 | 447 | (414 | ) | - | ||||||||||||||||||||||||||||
Beneficial conversion feature of convertible note payable
|
32,143 | 32,143 | |||||||||||||||||||||||||||||||||||
Series B preferred shares returned and cancelled from collateral pursuant to Landis II facility lease agreement
|
(50,000 | ) | (50 | ) | (249,950 | ) | (250,000 | ) | |||||||||||||||||||||||||||||
Common stock options granted for services
|
103,650 | 103,650 | |||||||||||||||||||||||||||||||||||
Exercise of common stock options granted
|
730,000 | 73 | (73 | ) | - | ||||||||||||||||||||||||||||||||
Conversion of convertible note payable to common shares
|
3,681,463 | 368 | 199,909 | 200,277 | |||||||||||||||||||||||||||||||||
Net loss for year ended December 31, 2012
|
(814,334 | ) | (814,334 | ) | |||||||||||||||||||||||||||||||||
Balance as of December 31, 2012
|
10,000,000 | 10,000 | 547,478 | 548 | 22,265,197 | 2,226 | (540,730 | ) | (3,174,419 | ) | (3,702,375 | ) | |||||||||||||||||||||||||
Common stock issued for settlement of accrued interest on related party convertible debentures
|
84,716,865 | 8,472 | 160,962 | 169,434 | |||||||||||||||||||||||||||||||||
Conversion of series B preferred shares
|
(47,774 | ) | (48 | ) | 44,472,376 | 4,447 | (4,399 | ) | - | ||||||||||||||||||||||||||||
Series B preferred shares issued for settlement of related party debt
|
32,000 | 32 | 159,968 | 160,000 | |||||||||||||||||||||||||||||||||
Series B preferred shares issued for cash
|
30,000 | 30 | 49,970 | 50,000 | |||||||||||||||||||||||||||||||||
Conversion of convertible note payable to common shares
|
15,117,556 | 1,512 | 57,384 | 58,896 | |||||||||||||||||||||||||||||||||
Share adjustment due to split
|
141 | 4 | 4 | ||||||||||||||||||||||||||||||||||
Net loss for year ended December 31, 2013
|
51,136 | 51,136 | |||||||||||||||||||||||||||||||||||
Balance as of December 31, 2013
|
10,000,000 | $ | 10,000 | 561,704 | $ | 562 | 166,572,135 | $ | 16,657 | $ | (116,841 | ) | $ | (3,123,283 | ) | $ | (3,212,905 | ) |
Consolidated Statements of Cash Flows
|
||||||||
Years Ended December 31,
|
||||||||
2013
|
2012
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
$ | 51,136 | $ | (814,334 | ) | ||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||
Depreciation
|
129,458 | 123,902 | ||||||
Debt discount amortization
|
42,153 | 128,357 | ||||||
Interest expense on value of derivatives
|
- | 50,127 | ||||||
Stock-based compensation
|
- | 71,775 | ||||||
Loss contingency adjustment
|
- | 46,500 | ||||||
Non-cash professional fees from issuance of convertible note
|
- | 75,000 | ||||||
Gain on forgiveness of convertible debt
|
(65,600 | ) | - | |||||
Gain on derivative liability fair value adjustment
|
(155,914 | ) | 94,850 | |||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(13,926 | ) | (2,465 | ) | ||||
Inventory
|
(15,667 | ) | (19,180 | ) | ||||
Prepaid expenses
|
8,919 | (2,675 | ) | |||||
Other assets
|
(5,874 | ) | (6,791 | ) | ||||
Accounts payable and accrued expenses
|
4,107 | 228,068 | ||||||
128,457 | 166,603 | |||||||
Deferred rent
|
76,465 | 37,035 | ||||||
Deferred revenue
|
4,721 | 1,286 | ||||||
Net cash provided by operating activities
|
188,435 | 178,058 | ||||||
Cash Flows from Investing Activities:
|
||||||||
Purchases of property, plant, and equipment
|
(22,644 | ) | (198,100 | ) | ||||
Net cash used in investing activities
|
(22,644 | ) | (198,100 | ) | ||||
Cash Flows from Financing Activities:
|
||||||||
Payments made on notes payable
|
(88,463 | ) | (60,551 | ) | ||||
Payments made on convertible notes payable
|
(50,000 | ) | - | |||||
Payments made on related party notes payable
|
(10,150 | ) | (157,693 | ) | ||||
Payments made on related party convertible notes payable
|
(107,814 | ) | - | |||||
Payments made on capital lease obligations
|
(15,526 | ) | (7,554 | ) | ||||
Proceeds from issuance of notes payable
|
38,160 | 122,958 | ||||||
Proceeds from issuance of related party notes payable
|
37,400 | 25,000 | ||||||
Proceeds from issuance of convertible notes payable
|
- | 62,500 | ||||||
Proceeds from exercising of stock options
|
- | 23,985 | ||||||
Proceeds from issuance of preferred stock
|
50,000 | - | ||||||
Net cash provided by (used in) financing activities
|
(146,393 | ) | 8,645 | |||||
Increase (decrease) in cash
|
19,398 | (11,397 | ) | |||||
Cash at beginning of period
|
86,586 | 97,983 | ||||||
Cash at end of period
|
$ | 105,984 | $ | 86,586 | ||||
Supplemental cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$ | 180,544 | $ | 23,324 | ||||
Non-cash investing and financing activities:
|
||||||||
Reduction of convertible debt due to conversions
|
$ | 58,896 | $ | 200,277 | ||||
Equipment purchased under capital leases
|
$ | 6,042 | $ | 70,056 | ||||
Debt discount on derivative liability, convertible notes
|
$ | - | $ | 77,500 | ||||
Related party exchange of receivable and payable
|
$ | - | $ | 105,000 | ||||
Conversion of Series B preferred stock to common stock
|
$ | 4,447 | $ | 448 | ||||
Issuance of Series B preferred stock for settlement of related party debt
|
$ | 160,000 | $ | - | ||||
Debt discount on convertible note
|
$ | - | $ | 32,143 | ||||
Cancelation of Series B preferred stock used as collateral
|
$ | - | $ | 250,000 | ||||
Cashless exercise of common stock options
|
$ | - | $ | 7,898 | ||||
Account payable conversion to note payable
|
$ | - | $ | 15,000 | ||||
Conversion of related party debt to supervoting preferred stock
|
$ | - | $ | 144,558 | ||||
Conversion of related party debt to common stock
|
$ | 169,434 | $ | 400,000 | ||||
The accompanying notes are an integral part of these consolidated financial Statements.
|
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.
|
Diluted Shares
|
||||
Potential shares issued due to conversion of Series B Preferred Stock
|
681,074,446
|
|||
Potential shares issued due to conversion of convertible debt
|
830,627,283
|
|||
Potential shares issued due to conversion of Supervoting shares
|
1,000,000,000
|
|||
Total potentially dilutive shares
|
2,511,701,729
|
|||
Common shares outstanding
|
166,572,135
|
|||
Total diluted shares
|
2,678,273,864
|
Cost
|
Accumulated Depreciation
|
Net
|
||||||||||
Computer equipment and related software
|
$ | 22,517 | $ | 17,458 | $ | 5,059 | ||||||
Leasehold improvements
|
625,004 | 336,023 | 288,981 | |||||||||
Furniture and fixtures
|
25,347 | 24,605 | 742 | |||||||||
Leased equipment
|
76,298 | 23,543 | 52,755 | |||||||||
Equipment
|
232,275 | 158,528 | 73,747 | |||||||||
Vehicle
|
48,193 | 25,818 | 22,375 | |||||||||
Signage
|
25,154 | 8,310 | 16,844 | |||||||||
Total
|
$ | 1,054,788 | $ | 594,285 | $ | 460,503 |
The following is a summary of Green’s Property, plant, and equipment by major category as of December 31, 2012:
|
Cost
|
Accumulated Depreciation
|
Net
|
||||||||||
$ | 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 |
December 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Lease and utility deposits
|
$ | 24,475 | $ | 24,470 | ||||
Certificate of deposit, restricted cash (1)
|
27,826 | 27,015 | ||||||
Other
|
11,058 | 6,000 | ||||||
Total other assets
|
$ | 63,359 | $ | 57,485 |
(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 4 of Note 10 below). The initial value of the CD was $25,000. As of December 31, 2013 and 2012, the CD has $2,826 and $2,015 of accrued interest, respectively.
|
Total fair
|
Quoted prices
|
Significant other
|
Significant
|
|||||||||||||
value at
|
in active
|
observable
|
unobservable
|
|||||||||||||
December 31,
|
markets
|
inputs
|
inputs
|
|||||||||||||
Description
|
2013
|
(Level)
|
(Level 2)
|
(Level)
|
||||||||||||
Derivative liability (1)
|
$ | 55,099 | $ | - | $ | 55,099 | $ | - | ||||||||
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)
|
Year
|
Net Operating Income (Loss)
|
Deferred Tax Asset (Liability)
|
Expiration Year of NOL
|
|||||||||
2008
|
$ | (1,712,600 | ) | $ | (667,914 | ) | 2028 | |||||
2009
|
(385,160 | ) | (150,212 | ) | 2029 | |||||||
2010
|
13,939 | 5,436 | 2030 | |||||||||
2011
|
(276,264 | ) | (107,743 | ) | 2031 | |||||||
2012
|
(814,334 | ) | (317,590 | ) | 2032 | |||||||
2013
|
51,136 | 19,943 | 2033 | |||||||||
$ | (3,123,283 | ) | $ | (1,218,080 | ) | |||||||
Valuation allowance
|
3,123,283 | 1,218,080 | ||||||||||
Net deferred income tax asset
|
$ | - | $ | - |
The reconciliation of the provision for income taxes compared to the Company’s income tax expense as reported is as follows:
|
December 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Net loss
|
$ | (3,123,283 | ) | $ | (3,174,419 | ) | ||
Tax adjustment
|
- | - | ||||||
(3,123,283 | ) | (3,174,419 | ) | |||||
Tax rate
|
39 | % | 39 | % | ||||
Income tax recovery at statutory rate
|
- | - | ||||||
Valuation allowance
|
- | - | ||||||
Provision for income taxes
|
$ | - | $ | - |
The significant components of deferred income taxes and assets are as follows:
|
December 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Net operating losses carried forward
|
$ | (3,123,283 | ) | $ | (3,174,419 | ) | ||
Valuation allowance
|
3,123,283 | 3,174,419 | ||||||
Net deferred income tax asset
|
$ | - | $ | - |
December 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Convertible Debenture - Related Party
|
||||||||
Principal amount
|
$ | 2,251,986 | $ | 2,359,800 | ||||
Debt discount
|
(54,263 | ) | (66,785 | ) | ||||
Convertible debenture, net of debt discount
|
$ | 2,197,723 | $ | 2,293,015 | ||||
Convertible Debenture - Unrelated Party
|
||||||||
Principal amount
|
$ | 500,000 | $ | 500,000 | ||||
Debt discount
|
(10,852 | ) | (13,357 | ) | ||||
Convertible debenture, net of debt discount
|
$ | 489,148 | $ | 486,643 | ||||
Convertible Debenture - Totals
|
||||||||
Principal amount
|
$ | 2,751,986 | $ | 2,859,800 | ||||
Debt discount
|
(65,115 | ) | (80,142 | ) | ||||
Convertible debenture, net of debt discount
|
$ | 2,686,871 | $ | 2,779,658 |
The following table summarizes the related party amounts of principal and accrued interest on the Convertible Debentures as of December 31, 2013 and 2012:
|
December 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Principal balance
|
$ | 2,251,986 | $ | 2,359,800 | ||||
Accrued interest
|
- | 114,156 | ||||||
Total
|
$ | 2,251,986 | $ | 2,473,956 |
Interest
|
Maturity
|
December 31,
|
December 31,
|
||||||||||
Creditor
|
Rate
|
Date
|
2013
|
2012
|
|||||||||
Xing Investment Corp. (1)
|
10.00 | % |
5/12/2008
|
$ | 171,000 | $ | 171,000 | ||||||
Salt Lake City Corporation (4)
|
3.25 | % |
8/1/2015
|
33,439 | 53,690 | ||||||||
William and Nina Wolfson (5)
|
11.00 | % |
2/27/2016
|
30,858 | 42,279 | ||||||||
Cyprus Credit Union (9)
|
2.69 | % |
12/5/2014
|
10,920 | 20,410 | ||||||||
Salt Lake City Corporation (10)
|
5.00 | % |
9/1/2017
|
38,644 | 47,785 | ||||||||
Total
|
284,861 | 335,164 | |||||||||||
Less: Current portion
|
(225,191 | ) | (222,179 | ) | |||||||||
Long-term portion
|
$ | 59,670 | $ | 112,985 |
A summary of capital leases payable as of December 31, 2013 and 2012 is as follows:
|
Interest
|
Maturity
|
December 31,
|
December 31,
|
||||||||||
Creditor
|
Rate
|
Date
|
2013
|
2012
|
|||||||||
Castleton Equipment (7) (capital lease)
|
16.96 | % |
4/23/2016
|
$ | 35,289 | $ | 46,651 | ||||||
Imaging Concepts (3) (capital lease)
|
10.90 | % |
2/25/2018
|
5,139 | - | ||||||||
Time Payment Corp (8) (capital lease)
|
17.75 | % |
9/5/2016
|
12,589 | 15,851 | ||||||||
Total
|
53,017 | 62,502 | |||||||||||
Less: Current portion
|
(18,367 | ) | (14,624 | ) | |||||||||
Long-term portion
|
$ | 34,650 | $ | 47,878 |
A summary of convertible notes payable as of December 31, 2013 and 2012 is as follows:
|
Interest
|
Maturity
|
December 31,
|
December 31,
|
|||||||||||
Creditor
|
Rate
|
Date
|
2013
|
2012
|
||||||||||
Asher Enterprises, Inc. (2)*
|
8.00 | % |
3/16/2012
|
$ | - | $ | 3,000 | |||||||
Asher Enterprises, Inc. (2)*
|
8.00 | % |
4/25/2012
|
- | 25,000 | |||||||||
Asher Enterprises, Inc. (2)*
|
8.00 | % |
9/12/2012
|
- | 22,500 | |||||||||
Asher Enterprises, Inc. (2)*
|
8.00 | % |
11/6/2012
|
- | 42,500 | |||||||||
Southridge Partners II, LP (11)
|
0 | % |
2/28/2013
|
75,000 | 75,000 | |||||||||
Eastshore Enterprises, Inc. (12)
|
8.00 | % |
8/17/2014
|
35,000 | 35,000 | |||||||||
Debt discount - convertible notes, net
|
(10,979 | ) | (38,105 | ) | ||||||||||
Total, net
|
99,021 | 164,895 | ||||||||||||
Less: Current portion
|
(99,021 | ) | (158,374 | ) | ||||||||||
Long-term portion
|
$ | - | $ | 6,521 | ||||||||||
*
|
All Asher notes were paid in full on October 11, 2013.
|
A summary of the related party note payable as of December 31, 2013 and 2012 is as follows:
|
Interest
|
Maturity
|
December 31,
|
December 31,
|
||||||||||
Creditor
|
Rate
|
Date
|
2013
|
2012
|
|||||||||
Nexia Holdings, Inc. (related party) (6)
|
10.00 | % |
4/15/2015
|
$ | 27,250 | $ | - | ||||||
Richard D. Surber (related party) (13)
|
20.00 | % |
11/6/2017
|
25,000 | 25,000 | ||||||||
Total, net
|
52,250 | 25,000 | |||||||||||
Less: Current portion
|
(45,488 | ) | (3,534 | ) | |||||||||
Long-term portion
|
$ | 6,762 | $ | 21,466 |
(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, 2013 and 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 three trading prices of Green’s common shares during the ten-day period ending one trading day prior to the date of the conversion.
|
On October 11, 2013, the Company agreed with Asher Enterprises, Inc. to satisfy all remaining unsatisfied convertible notes held by Asher as of that date. The settlement between the parties provided for the complete release and satisfaction of the three remaining notes with outstanding balances, the notes are dated July 19, 2011, December 7, 2011, and February 2, 2012, including the mutual release by the Company and Asher of any and all claims, liabilities, damages, causes of action or otherwise that may exist arising from the said notes. As a result of the agreement all principal and interest due under the terms of the three notes, including any penalties or default fees, are released. The Company made a cash payment to Asher in the sum of $50,000 and has received each of the three above described original notes marked as “PAID” in exchange for the cash payment. This satisfaction of the notes will result in the removal from the Company’s balance sheet of the derivative and underlying liabilities created by the notes as of October 11, 2013. The payoff of the Asher Notes resulted in the elimination of $37,500 in loss contingency, $86,334 in derivative liability, $13,100 of accrued interest, $65,000 in principal debt, and a $65,600 gain from forgiveness of debt.
|
|||||||||||||||||||||||||||||||
(3)
|
On February 25, 2013, Landis Salons, Inc. entered into a capital lease financing agreement in the principal amount of $5,911 with Imaging Concepts. The lease agreement requires 60 monthly payments of principal and interest in the amount of $128.22. Interest is at the rate of 10.9% per year and the maturity date is February 25, 2018. Landis has the option to purchase the leased salon equipment at maturity for a $1 bargain purchase amount. The Company applied the guidance of ASC 840 in its determination of the lease being a capital lease. In addition to the Company’s guarantee for the debt, Richard Surber is personal guarantor to the lease. As of December 31, 2013, the note balance is $5,139. Principal payments made on the note during the year ended December 31, 2013 amounted to $772.
|
||||||||||||||||||||||||||||||
(4)
|
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 long-term, restricted cash because it is collateral for the loan. As of December 31, 2013, the note balance is $33,439. Principal payments made on the note during the year ended December 31, 2013 amounted to $20,251.
|
||||||||||||||||||||||||||||||
(5)
|
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 $1,292.28 of principal and interest. In addition to the Company’s guarantee to the note, Richard Surber has personally guaranteed the note. As of December 31, 2013, the note balance is $30,858. Principal payments made on the note during the year ended December 31, 2013 amounted to $11,421.
|
||||||||||||||||||||||||||||||
(6)
|
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 December 31, 2013, the principal balance on the note was $27,250 and principal payments on the note amounted to $10,150.
|
||||||||||||||||||||||||||||||
(7)
|
On April 23, 2012, Landis Salons, Inc. entered into a capital lease financing agreement in the principal amount of $53,230 with Castleton Capital Corporation. The lease agreement requires 48 monthly payments of principal and interest in the amount of $1,535. Interest is at the rate of 16.96% per year and the maturity date is April 23, 2016. Landis has the option to purchase the leased salon equipment at maturity for a $1 bargain purchase amount. The Company applied the guidance of ASC 840 in its determination of the lease being a capital lease. In addition to the Company’s guarantee for the debt, Richard Surber is personal guarantor to the lease. As of December 31, 2013, the note balance is $35,289. Principal payments made on the note during the year ended December 31, 2013 amounted to $11,362.
|
||||||||||||||||||||||||||||||
(8)
|
On July 26, 2012, Landis Salons, Inc. entered into a capital lease financing agreement in the principal amount of $16,826 with Time Payment Corporation. The lease agreement requires 48 monthly payments of principal and interest in the amount of $485. Interest is at the rate of 17.75% per year and the maturity date is September 5, 2016. Landis has the option to purchase the leased salon equipment at maturity for $2,178 or less. The Company applied the guidance of ASC 840 in its determination of the lease being a capital lease. In addition to the Company’s guarantee for the debt, Richard Surber is personal guarantor to the lease. As of December 31, 2013, the note balance is $12,589. Principal payments made on the note during the year ended December 31, 2013 amounted to $3,262.
|
||||||||||||||||||||||||||||||
(9)
|
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 December 31, 2013, the note balance is $10,920. Principal payments made on the note during the year ended December 31, 2013 amounted to $9,491.
|
||||||||||||||||||||||||||||||
(10)
|
On August 20, 2012, the Board of Directors of LEC approved that LEC 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 $943.56 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 December 31, 2013, the note balance is $38,644. Principal payments made on the note during the year ended December 31, 2013 amounted to $9,141.
|
||||||||||||||||||||||||||||||
(11)
|
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 11). 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 December 31, 2013, the balance of the note was $75,000 and the balance of the debt discount was $0. No payments were made on the note during the year ended December 31, 2013.
|
(12)
|
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 December 31, 2013, none of the note had been converted into shares of common stock. As of December 31, 2013, the balance of the note was $35,000 and the balance of the debt discount was $10,979. No payments were made on the note during the year ended December 31, 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).
|
|||||||||||||||||||||||||||||||
(13)
|
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 $662.35 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 December 31, 2013, the balance of the note was $25,000. No payments were made on the note during the year ended December 31, 2013. Mr. Surber is also providing his personal guaranty for several lines of credit and credit cards that are being utilized by the company and its operating subsidiaries. In addition to the above, Mr. Surber is a personal guarantor to notes payable by the Company with remaining principal balances of $138,861. Subsequent to December 31, 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.
|
Operating Leases
|
||||
For the fiscal years ending December 31:
|
||||
2014
|
$ | 198,859 | ||
2015
|
188,415 | |||
2016
|
131,741 | |||
2017
|
137,801 | |||
2018
|
145,575 | |||
Thereafter
|
203,149 | |||
Total operating lease payments
|
$ | 1,005,540 |
December 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Total, net
|
$ | 53,017 | $ | 62,502 | ||||
Less current portion
|
(18,367 | ) | (14,624 | ) | ||||
Long-term portion
|
$ | 34,650 | $ | 47,878 |
As of December 31, 2013, future minimum lease payments under non-cancelable capital leases were as follows:
|
Capital Leases
|
||||
For the fiscal years ending December 31:
|
||||
2014
|
$ | 25,776 | ||
2015
|
25,776 | |||
2016
|
12,042 | |||
2017
|
1,539 | |||
2018
|
253 | |||
Thereafter
|
- | |||
Total operating lease payments
|
65,387 | |||
Less interest for the terms
|
(12,370 | ) | ||
Total, net
|
$ | 53,017 |
Item 6. Exhibits
|
||||||
(a) The following exhibits are filed herewith or incorporated by reference as indicated in the table below:
|
Incorporated by Reference
|
||||||
Exhibit Number
|
Description
|
Form
|
File Number
|
Exhibit Number
|
Filing Date
|
Provided Herewith
|
3(i)
|
Amended and Restated Certificate of Incorporation
|
10-12G/A
|
000-54018
|
3(i)
|
8/23/2010
|
|
3(ii)
|
Bylaws
|
10-12G/A
|
000-54018
|
3(ii)
|
8/23/2010
|
|
3(iii)
|
Plan of Merger
|
8-K
|
000-54018
|
3(iii)
|
8/26/2010
|
|
3(iv)
|
Plan of Merger and Share Exchange
|
8-K
|
000-54018
|
3(iv)
|
8/31/2010
|
|
3(v)
|
Utah Articles of Incorporation
|
8-K
|
000-54018
|
3(v)
|
8/31/2010
|
|
4(i)
|
Certificate of Designation for Series B Preferred Stock.
|
10-12G/A
|
000-54018
|
4(i)
|
8/23/2010
|
|
4(ii)
|
8% Series A Senior Subordinated Convertible Redeemable Debenture issued to DHI dated April 30, 2008.
|
10-12G/A
|
000-54018
|
4(ii)
|
8/23/2010
|
|
4(iii)
|
8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Akron Associates, Inc. dated January 15, 2010.
|
10-12G/A
|
000-54018
|
4(iii)
|
8/23/2010
|
|
4(iv)
|
8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Desert Vista Capital, LLC. dated January 15, 2010.
|
10-12G/A
|
000-54018
|
4(iv)
|
8/23/2010
|
|
4(v)
|
8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Akron Associates, Inc. dated March 16, 2010.
|
10-12G/A
|
000-54018
|
4(v)
|
8/23/2010
|
|
4(vi)
|
8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Akron Associates dated May 11, 2010.
|
10-12G/A
|
000-54018
|
4(vi)
|
8/23/2010
|
|
4(vii)
|
8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Desert Vista Capital, LLC dated May 11, 2010.
|
10-12G/A
|
000-54018
|
4(vii)
|
8/23/2010
|
|
4(viii)
|
Amended Certificate of Designation for Series B Preferred Stock.
|
10-12G/A
|
000-54018
|
4(viii)
|
9/22/2010
|
|
10(i)
|
None
|
|||||
Subsequent Events for 2014-Material Contracts
|
||||||
10(i)
|
Agreement and General Release with Akron Associated, Inc. March 28, 2014
|
8-K
|
4/2/2014
|
|||
10(ii)
|
Agreement and General Release with Desert Vista Capital, LLC, March 28, 2014
|
8-K
|
4/2/2014
|
|||
31.010
|
Certification of the Registrant’s Chief Executive Officer, Richard D. Surber, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
|
X
|
||||
31.020
|
Certification of the Registrant’s Chief Financial Officer, Richard D. Surber, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
|
X
|
||||
32.010
|
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
|
||||
32.020
|
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
|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
||
GREEN ENDEAVORS, INC.
|
||
(Registrant)
|
||
DATE: April 15, 2014
|
By: /s/ Richard D. Surber
|
|
Richard D. Surber
|
||
President, Chief Executive Officer and Director
|
||
DATE: April 15, 2014
|
By: /s/ Scott C. Coffman
|
|
Scott C. Coffman
|
||
Chief Financial Officer and Director
|
Exhibit 31.01
|
|||||
CERTIFICATIONS
|
|||||
I, Richard D. Surber, certify that:
|
|||||
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 15, 2014
|
||||
By:
|
/s/ Richard D. Surber
|
||||
Richard D. Surber
|
|||||
President and Chief Executive Officer
|
|||||
(Principal Executive Officer)
|
Exhibit 31.02
|
|||||
CERTIFICATIONS
|
|||||
I, Scott C. Coffman, certify that:
|
|||||
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 15, 2014
|
||||
By:
|
/s/ Scott C. Coffman
|
||||
Scott C. Coffman
|
|||||
Chief Financial Officer
|
|||||
(Principal Accounting and Financial Officer)
|
Exhibit 32.01
|
|||||
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
|
|||||
PURSUANT TO 18 U.S.C. SECTION 1350,
|
|||||
AS ADOPTED PURSUANT TO SECTION 906
|
|||||
OF THE SARBANES-OXLEY ACT OF 2002
|
|||||
In connection with the Annual Report on Form 10-K for the fiscal year ended December 31, 2013 of Green Endeavors, Inc. (the "Company") as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard D. Surber, President and Chief Executive Officer of Green Endeavors, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
|||||
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.
|
||||
Date:
|
April 15, 2014
|
||||
By:
|
/s/ Richard D. Surber
|
||||
Richard D. Surber
|
|||||
President and Chief Executive Officer
|
|||||
(Principal Executive Officer)
|
|||||
A signed original of this written statement required by Section 906 has been provided to Green Endeavors, Inc. and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
|
Exhibit 32.02
|
|||||
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
|
|||||
PURSUANT TO 18 U.S.C. SECTION 1350,
|
|||||
AS ADOPTED PURSUANT TO SECTION 906
|
|||||
OF THE SARBANES-OXLEY ACT OF 2002
|
|||||
In connection with the Annual Report on Form 10-K for the fiscal year ended December 31, 2013 of Green Endeavors, Inc. (the "Company") as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Scott C. Coffman, Chief Financial Officer of Green Endeavors, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
|||||
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.
|
||||
Date:
|
April 15, 2014
|
||||
By:
|
/s/ Scott C. Coffman
|
||||
Scott C. Coffman
|
|||||
Chief Financial Officer
|
|||||
(Principal Accounting and Financial Officer)
|
|||||
A signed original of this written statement required by Section 906 has been provided to Green Endeavors, Inc. and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
|
+/0RNK[/%1OUT^\\1KW+X3:@+KPC]D)7=9S,@`Z[6^8$_B
MS?E7AM>@?"3519^))]/9L)?1?+QU=,D?3Y=]<])VD?1YO1]KA7;IK_7R/;Z*
M**[#XP****`/GOXD_P#)0-4_[9?^BDKE*ZOXD_\`)0-4_P"V7_HI*Y2N&?Q,
M^\P/^[4_1?D?5R_='TI:1?NCZ4M=Q\&%%%%`!1110!RW@-I&T:Z:;/G&\
Note 11 - Lease Commitments: Schedule of Capital Leased Assets (Tables)
|
12 Months Ended | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2013
|
|||||||||||||||||||
Tables/Schedules | |||||||||||||||||||
Schedule of Capital Leased Assets |
|
Note 8 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $)
|
12 Months Ended | |
---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
|
Details | ||
Net loss | $ 3,123,283 | $ 3,174,419 |
Tax Rate | 39.00% | 39.00% |
Income tax recovery at statutory rate | 0 | 0 |
Valuation allowance | 0 | 0 |
Provision for income taxes | $ 0 | $ 0 |
Note 5 - Other Assets: Schedule of Other Assets (Details) (USD $)
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Jun. 18, 2010
|
---|---|---|---|
Details | |||
Lease and utility deposits | $ 24,475 | $ 24,470 | |
Certificate of deposit, restricted cash | 27,826 | 27,015 | 25,000 |
Other | 11,058 | 6,000 | |
Total other assets | $ 63,359 | $ 57,485 |
X01-3731AWC_G94L!4UWY*&"$8-0L)H,-012C,(:'8^'=PSI,6/2%.P
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M\PO):#`X<^G108JWTSEQGR[/1OVCGX)FZ.G>ANLKWF,;N=S8G[;'#Z!5O0
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