UNITED STATES
|
||
SECURITIES AND EXCHANGE COMMISSION
|
||
Washington, D.C. 20549
|
||
_____________________
|
||
FORM 10-Q
|
||
(Mark One)
|
||
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
For the quarterly period ended March 31, 2016
|
||
OR
|
||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
For the transition period from __________ to __________
|
||
Commission file number 000-54018
|
||
______________________
|
||
GREEN ENDEAVORS, INC.
|
||
(Exact Name of Registrant as Specified in Its Charter)
|
||
______________________
|
||
Utah
|
27-3270121
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
|
59 W 100 S, 2nd Floor, Salt Lake City, UT
|
84101
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
(801) 575-8073
|
||
Registrant's Telephone Number, including Area Code
|
||
______________________
|
||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No
|
||
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes X No
|
||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
|
||
Large accelerated filer
|
Accelerated filer
|
|
Smaller reporting company X
|
Non-accelerated filer
|
|
(Do not check if a smaller reporting company)
|
||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X
|
||
On May 20, 2016, approximately 1,689,024,989 shares of the registrant's common stock, $0.0001 par value, were outstanding.
|
PAGE
|
|
PART I FINANCIAL INFORMATION
|
|
PART I OTHER INFORMATION
|
|
Green Endeavors, Inc. and Subsidiaries
|
||||||||
March 31, 2016
|
December 31, 2015
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash
|
$
|
148,558
|
$
|
150,459
|
||||
Accounts receivable
|
11,606
|
15,967
|
||||||
Inventory
|
148,584
|
138,928
|
||||||
Prepaid expenses
|
28,720
|
31,513
|
||||||
Notes receivable - current
|
151,618
|
196,922
|
||||||
Total current assets
|
489,086
|
533,789
|
||||||
Property, plant, and equipment, net of accumulated depreciation of $884,273 and $857,236, respectively
|
281,870
|
293,068
|
||||||
Other assets
|
24,475
|
24,475
|
||||||
Total Assets
|
$
|
795,431
|
$
|
851,332
|
||||
Liabilities and Stockholders' Deficit
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
264,821
|
$
|
344,052
|
||||
Deferred revenue
|
58,168
|
66,048
|
||||||
Deferred rent
|
84,659
|
86,818
|
||||||
Due to related parties
|
444,974
|
424,804
|
||||||
Derivative liability
|
137,346
|
209,610
|
||||||
Current portion of notes payable
|
521,804
|
44,094
|
||||||
Current portion of notes payable, related party
|
68,289
|
67,990
|
||||||
Current portion of capital lease obligations
|
7,307
|
10,038
|
||||||
Current portion of convertible notes payable, net of debt discount of $0 and $5,889, respectively
|
35,000
|
152,089
|
||||||
Total current liabilities
|
1,622,368
|
1,405,543
|
||||||
Long-Term Liabilities:
|
||||||||
Notes payable
|
196,601
|
152,028
|
||||||
Notes payable, related party
|
12,184
|
14,389
|
||||||
Convertible notes payable, net of debt discount of $0 and $30,390, respectively
|
-
|
8,110
|
||||||
Convertible debentures, related party, net of debt discount of $26,088 and $29,218, respectively
|
1,811,503
|
2,118,373
|
||||||
Total long-term liabilities
|
2,020,288
|
2,292,900
|
||||||
Total Liabilities
|
3,642,656
|
3,698,443
|
||||||
Stockholders' Deficit:
|
||||||||
Convertible supervoting preferred stock, $0.001 par value, 10,000,000 shares authorized; 10,000,000 shares issued and outstanding at December 31, 2015 and December 31, 2014; no liquidation value
|
10,000
|
10,000
|
||||||
Convertible preferred series B stock - $0.001 par value, 2,000,000 shares authorized, 734,607 shares issued and outstanding at March 31, 2016 and December 31, 2015
|
735
|
735
|
||||||
Preferred, undesignated stock - $0.001 par value 3,000,000 shares authorized, no shares issued and outstanding at December 31, 2015, and December 31, 2014
|
-
|
-
|
||||||
Common stock, $0.0001 par value, 10,000,000,000 shares authorized; 1,689,024,989 and 1,236,348,785 shares issued and outstanding at March 31, 2016, and December 31, 2015, respectively
|
168,902
|
123,634
|
||||||
Subscription receivable
|
(43,420
|
)
|
(76,800
|
)
|
||||
Additional paid-in capital
|
1,211,159
|
1,182,183
|
||||||
Accumulated deficit
|
(4,194,601
|
)
|
(4,086,863
|
)
|
||||
Total stockholders' deficit
|
(2,847,225
|
)
|
(2,847,111
|
)
|
||||
Total Liabilities and Stockholders' Deficit
|
$
|
795,431
|
$
|
851,332
|
||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
|
Green Endeavors, Inc. and Subsidiaries
|
||||||||
(Unaudited)
|
||||||||
|
Three Months Ended
|
|||||||
March 31,
|
||||||||
2016
|
2015
|
|||||||
Revenue:
|
||||||||
Services, net of discounts
|
$
|
600,254
|
$
|
504,517
|
||||
Product, net of discounts
|
191,254
|
197,239
|
||||||
Total revenue
|
791,508
|
701,756
|
||||||
Costs and expenses:
|
||||||||
Cost of services
|
324,426
|
297,443
|
||||||
Cost of product
|
122,321
|
110,285
|
||||||
Depreciation
|
27,035
|
32,648
|
||||||
General and administrative
|
322,401
|
464,493
|
||||||
Total costs and expenses
|
796,183
|
904,869
|
||||||
Loss from operations
|
(4,675
|
)
|
(203,113
|
)
|
||||
Other income (expenses):
|
||||||||
Interest income
|
882
|
1,109
|
||||||
Interest expense
|
(53,686
|
)
|
(37,962
|
)
|
||||
Interest expense, related parties
|
(39,145
|
)
|
(45,739
|
)
|
||||
Gain (loss) on derivative fair value adjustment
|
22,265
|
(30,380
|
)
|
|||||
Gain on settlement of debt
|
-
|
39,195
|
||||||
Loss on stock subscription receivable
|
(33,380
|
)
|
-
|
|||||
Other income (expense)
|
-
|
(906
|
)
|
|||||
Total other income (expenses)
|
(103,064
|
)
|
(74,683
|
)
|
||||
Loss before income taxes
|
(107,739
|
)
|
(277,796
|
)
|
||||
Provision for income taxes
|
-
|
-
|
||||||
Net loss
|
$
|
(107,739
|
)
|
$
|
(277,796
|
)
|
||
Net loss per common share
|
||||||||
Basic and diluted loss per common share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Weighted-average common shares outstanding
|
1,375,746,673
|
226,463,991
|
||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
|
Green Endeavors, Inc. and Subsidiaries
|
||||||||
(Unaudited)
|
||||||||
Three Months Ended
|
||||||||
March 31,
|
||||||||
2016
|
2015
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net loss
|
$
|
(107,739
|
)
|
$
|
(277,796
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
27,036
|
32,648
|
||||||
Amortization of debt issuance costs
|
6,513
|
|||||||
Amortization of debt discount costs
|
39,409
|
17,663
|
||||||
Stock-based compensation
|
-
|
74,073
|
||||||
Gain on settlement of debt
|
-
|
(39,195
|
)
|
|||||
Loss on derivative liability fair value adjustment
|
(22,265
|
)
|
30,380
|
|||||
Loss on stock subscription receivable
|
33,380
|
|||||||
Initial derivative expense
|
-
|
6,018
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
4,361
|
3,668
|
||||||
Certificate of deposit
|
-
|
28,660
|
||||||
Inventory
|
(9,656
|
)
|
10,002
|
|||||
Prepaid expenses
|
-
|
(4,540
|
)
|
|||||
Accounts payable and accrued expenses
|
(78,416
|
)
|
60,632
|
|||||
Due to (from) related parties
|
20,170
|
(23,759
|
)
|
|||||
Deferred rent
|
(2,159
|
)
|
(4,733
|
)
|
||||
Deferred revenue
|
(7,880
|
)
|
(8,735
|
)
|
||||
Note receivable
|
(18,696
|
)
|
(1,034
|
)
|
||||
Net cash used in operating activities
|
(115,943
|
)
|
(96,048
|
)
|
||||
Cash Flows from Investing Activities:
|
||||||||
Purchases of property, plant, and equipment
|
(15,839
|
)
|
(3,454
|
)
|
||||
Payments on related party note receivable
|
(310,000
|
)
|
||||||
Proceeds from related party note receivable
|
64,000
|
-
|
||||||
Net cash used in investing activities
|
(261,839
|
)
|
(3,454
|
)
|
||||
Cash Flows from Financing Activities:
|
||||||||
Payments made on notes payable
|
(51,432
|
)
|
(47,026
|
)
|
||||
Payments made on convertible debt
|
(30,050
|
)
|
||||||
Payments made on related party notes payable
|
(1,906
|
)
|
-
|
|||||
Payments made on capital lease obligations
|
(2,731
|
)
|
(5,092
|
)
|
||||
Proceeds from issuance of notes payable
|
462,000
|
82,880
|
||||||
Proceeds from issuance of related party notes payable
|
-
|
25,082
|
||||||
Proceeds from issuance of convertible series B preferred stock
|
-
|
98,000
|
||||||
Net cash provided by financing activities
|
375,881
|
153,844
|
||||||
Increase (decrease) in cash
|
(1,901
|
)
|
54,342
|
|||||
Cash at beginning of period
|
150,459
|
100,628
|
||||||
Cash at end of period
|
$
|
148,558
|
$
|
158,424
|
||||
Supplemental cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$
|
8,343
|
$
|
56,173
|
||||
Non-cash investing and financing activities:
|
||||||||
Debt discount on derivative liability, convertible notes
|
$
|
-
|
$
|
94,048
|
||||
Deferred financing cost
|
$
|
3,720
|
||||||
Conversion of Series B preferred shares to common stock
|
$
|
-
|
$
|
492
|
||||
Return of Series B preferred stock
|
$
|
-
|
$
|
14
|
||||
Exercised options for subscription receivable
|
$
|
-
|
$
|
198,000
|
||||
Settlement of debt
|
$
|
-
|
$
|
35,085
|
||||
Conversion of debt
|
$
|
74,244
|
$
|
-
|
||||
The accompanying notes are an integral part of these condensed consolidated financial Statements.
|
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
|
$
|
39,247
|
$
|
30,866
|
$
|
8,381
|
||||||
Construction in process
|
-
|
-
|
-
|
|||||||||
Leasehold improvements
|
665,660
|
489,046
|
176,614
|
|||||||||
Furniture and fixtures
|
27,201
|
24,908
|
2,293
|
|||||||||
Leased equipment
|
76,298
|
57,876
|
18,422
|
|||||||||
Equipment
|
284,389
|
225,863
|
58,526
|
|||||||||
Vehicle
|
48,193
|
41,308
|
6,885
|
|||||||||
Signage
|
25,155
|
14,406
|
10,749
|
|||||||||
$
|
1,166,143
|
$
|
884,273
|
$
|
281,870
|
Cost
|
Accumulated Depreciation
|
Net
|
||||||||||
Computer equipment and related software
|
$
|
39,247
|
$
|
29,401
|
$
|
9,846
|
||||||
Construction in process
|
12,000
|
-
|
12,000
|
|||||||||
Leasehold improvements
|
639,253
|
476,652
|
162,601
|
|||||||||
Furniture and fixtures
|
27,201
|
24,661
|
2,540
|
|||||||||
Leased equipment
|
76,298
|
54,061
|
22,237
|
|||||||||
Equipment
|
282,957
|
219,071
|
63,886
|
|||||||||
Vehicle
|
48,193
|
39,587
|
8,606
|
|||||||||
Signage
|
25,155
|
13,803
|
11,352
|
|||||||||
$
|
1,150,304
|
$
|
857,236
|
$
|
293,068
|
Total fair
|
Quoted prices
|
Significant other
|
Significant
|
|||||||||||||
value at
|
in active
|
observable
|
unobservable
|
|||||||||||||
March 31,
|
markets
|
Inputs
|
inputs
|
|||||||||||||
Description
|
2016
|
(Level)
|
(Level 2)
|
(Level)
|
||||||||||||
Derivative liability (1)
|
$
|
137,346
|
$
|
-
|
$
|
137,346
|
$
|
-
|
||||||||
Total fair
|
Quoted prices
|
Significant other
|
Significant
|
|||||||||||||
value at
|
in active
|
Observable
|
unobservable
|
|||||||||||||
December 31,
|
markets
|
Inputs
|
inputs
|
|||||||||||||
Description
|
2015
|
(Level)
|
(Level 2)
|
(Level)
|
||||||||||||
Derivative liability (1)
|
$
|
209,610
|
$
|
-
|
$
|
209,610
|
$
|
-
|
(1)
|
Derivative liability amounts are due to the embedded derivatives of certain convertible notes payable issued by the Company and are calculated using the Black Scholes pricing model (see Note 6 - Derivative liability)
|
March 31,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
Convertible Debenture - Related Party
|
||||||||
Principal amount
|
$
|
2,147,591
|
$
|
2,147,591
|
||||
Debt discount
|
(26,088
|
)
|
(29,218
|
)
|
||||
Note receivable - Related Party
|
(310,000
|
)
|
-
|
|||||
Convertible debenture, net of debt discount
|
$
|
1,811,503
|
$
|
2,118,373
|
Three Months ended
|
Increase (Decrease) over prior period
|
|||||||||||||||
Salon
|
3/31/2016
|
3/31/2015
|
Dollar
|
Percentage
|
||||||||||||
Liberty Heights
|
$
|
446,682
|
$
|
372,278
|
$
|
74,404
|
20
|
%
|
||||||||
Marmalade
|
$
|
151,772
|
$
|
131,994
|
$
|
19,778
|
15
|
%
|
||||||||
City Creek
|
$
|
1,800
|
$
|
245
|
$
|
1,555
|
635
|
%
|
||||||||
$
|
600,254
|
$
|
504,517
|
$
|
95,737
|
19
|
%
|
Three Months ended
|
Increase (Decrease) over prior period
|
|||||||||||||||
Salon
|
3/31/2016
|
3/31/2015
|
Dollar
|
Percentage
|
||||||||||||
Liberty Heights
|
$
|
110,345
|
$
|
108,267
|
$
|
2,078
|
2
|
%
|
||||||||
Marmalade
|
$
|
36,795
|
$
|
42,498
|
$
|
(5,703
|
)
|
(13
|
%)
|
|||||||
City Creek
|
$
|
44,114
|
$
|
46,474
|
$
|
(2,360
|
)
|
(5
|
%)
|
|||||||
$
|
191,254
|
$
|
197,239
|
$
|
(5,985
|
)
|
(3
|
%)
|
Three Months Ended
|
||||||||
March 31,
|
March 31,
|
|||||||
Revenue Type
|
2016
|
2015
|
||||||
Services
|
54
|
%
|
59
|
%
|
||||
Product
|
64
|
%
|
56
|
%
|
Three Months Ended
|
||||||||||||
March 31,
|
March 31,
|
|||||||||||
2016
|
2015
|
Change
|
||||||||||
Salaries and wages
|
$
|
132,606
|
$
|
181,907
|
$
|
(49,301
|
)
|
|||||
Rent
|
45,000
|
49,207
|
(4,207
|
)
|
||||||||
Advertising
|
23,415
|
25,108
|
(1,693
|
)
|
||||||||
Credit card merchant fees
|
1,921
|
12,208
|
(10,287
|
)
|
||||||||
Insurance
|
20,654
|
12,759
|
7,895
|
|||||||||
Utilities and telephone
|
14,196
|
15,279
|
(1,083
|
)
|
||||||||
Professional services
|
24,636
|
96,961
|
(72,325
|
)
|
||||||||
Repairs and maintenance
|
8,658
|
3,149
|
5,509
|
|||||||||
Dues and subscriptions
|
7,668
|
8,514
|
(846
|
)
|
||||||||
Office expense
|
29,517
|
14,704
|
14,813
|
|||||||||
Travel
|
1,871
|
1,389
|
482
|
|||||||||
Investor relations and company promotion
|
2,264
|
37,564
|
(35,300
|
)
|
||||||||
Other
|
9,995
|
5,744
|
4,251
|
|||||||||
Total general and administrative expenses
|
$
|
322,401
|
$
|
464,493
|
$
|
(142,092
|
)
|
(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
|
|
31.01
|
Certification of the Registrant's Chief Executive Officer, Richard D. Surber, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
|
|
|
|
|
X
|
32.01
|
Certification of the Registrant's Chief Executive Officer, Richard D. Surber, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
X
|
GREEN ENDEAVORS, INC.
(Registrant)
|
|
DATE: May 20, 2016
|
By: /s/ Richard D. Surber
|
Richard D. Surber
|
|
President, Chief Executive Officer, Chief Financial Officer, and Director
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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:
|
May 20, 2016
|
By:
|
/s/ Richard D. Surber
|
Richard D. Surber
|
|
President, Chief Executive Officer, and Chief Financial Officer
|
|
(Principal Executive Officer and Principal Accounting and 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.
|
Date:
|
May 20, 2016
|
By:
|
/s/ Richard D. Surber
|
Richard D. Surber
|
|
President, Chief Executive Officer, and Chief Financial Officer
|
|
(Principal Executive Officer and Principal Accounting and Financial Officer)
|
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
May. 20, 2016 |
|
Document and Entity Information | ||
Entity Registrant Name | GREEN ENDEAVORS, INC. | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Entity Central Index Key | 0001487997 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 1,689,024,989 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q1 | |
Entity Incorporation, Date of Incorporation | Apr. 25, 2002 | |
Trading Symbol | grne |
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 10,000,000,000 | 10,000,000,000 |
Common Stock, Shares Issued | 1,689,024,989 | 1,236,348,785 |
Common Stock, Shares Outstanding | 1,689,024,989 | 1,236,348,785 |
Accumulated Depreciation on Property, plant, and equipment | $ 884,273 | $ 857,236 |
Convertible Notes Payable, Current, Debt discount | 0 | 5,889 |
Convertible Notes Payable, Non Current, Debt discount | 0 | 30,390 |
Convertible Debentures, Related Party, Debt discount | $ 26,088 | $ 29,218 |
Preferred Stock, Par Value | $ 0.001 | |
Preferred Stock, Shares Authorized | 15,000,000 | |
Convertible Supervoting Preferred Stock | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Outstanding | 10,000,000 | 10,000,000 |
Preferred Stock, Liquidation Value | ||
Convertible Series B Preferred Stock | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Issued | 734,607 | 734,607 |
Preferred Stock, Shares Outstanding | 734,607 | 734,607 |
Undesignated Preferred Stock | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 3,000,000 | 3,000,000 |
Preferred Stock, Shares Issued | ||
Preferred Stock, Shares Outstanding |
Condensed Consolidated Statements of Operations - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Revenue: | ||
Services, net of discounts | $ 600,254 | $ 504,517 |
Product, net of discounts | 191,254 | 197,239 |
Total revenue | 791,508 | 701,756 |
Costs and expenses: | ||
Cost of services | 324,426 | 297,443 |
Cost of product | 122,321 | 110,285 |
Depreciation | 27,035 | 32,648 |
General and administrative | 322,401 | 464,493 |
Total costs and expenses | 796,183 | 904,869 |
Loss from operations | (4,675) | (203,113) |
Other income (expenses): | ||
Interest income | 882 | 1,109 |
Interest expense | (53,686) | (37,962) |
Interest expense, related parties | (39,145) | (45,739) |
Gain (loss) on derivative fair value adjustment | 22,265 | (30,380) |
Gain on settlement of debt | 39,195 | |
Loss on stock subscription receivable | (33,380) | |
Other income (expense) | (906) | |
Total other income (expenses) | (103,064) | (74,683) |
Loss before income taxes | $ (107,739) | $ (277,796) |
Provision for income taxes | ||
Net loss | $ (107,739) | $ (277,796) |
Net loss per common share | ||
Basic and diluted loss per common share | $ (0.00) | $ (0.00) |
Weighted-average common shares outstanding | 1,375,746,673 | 226,463,991 |
Condensed Consolidated Statements of Cash Flows - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Cash Flows from Operating Activities: | ||
Net loss | $ (107,739) | $ (277,796) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 27,035 | 32,648 |
Amortization of debt issuance costs | 6,513 | |
Amortization of debt discount costs | 39,409 | 17,663 |
Stock-based compensation | 74,073 | |
Gain on settlement of debt | (39,195) | |
Loss on derivative liability fair value adjustment | (22,265) | 30,380 |
Loss on stock subscription receivable | 33,380 | |
Initial derivative expense | 6,018 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,361 | 3,668 |
Certificate of deposit | 28,660 | |
Inventory | (9,656) | 10,002 |
Prepaid expenses | (4,540) | |
Accounts payable and accrued expenses | (78,416) | 60,632 |
Due to (from) related parties | 20,170 | (23,759) |
Deferred rent | (2,159) | (4,733) |
Deferred revenue | (7,880) | (8,735) |
Note receivable | (18,696) | (1,034) |
Net cash used in operating activities | (115,943) | (96,048) |
Cash Flows from Investing Activities: | ||
Purchases of property, plant, and equipment | (15,839) | (3,454) |
Payments on related party note receivable | (310,000) | |
Proceeds from related party note receivable | 64,000 | |
Net cash used in investing activities | (261,839) | (3,454) |
Cash Flows from Financing Activities: | ||
Payments made on notes payable | (51,432) | (47,026) |
Payments made on convertible debt | (30,050) | |
Payments made on related party notes payable | (1,906) | |
Payments made on capital lease obligations | (2,731) | (5,092) |
Proceeds from issuance of notes payable | 462,000 | 82,880 |
Proceeds from issuance of related party notes payable | 25,082 | |
Proceeds from issuance of convertible series B preferred stock | 98,000 | |
Net cash provided by financing activities | 375,881 | 153,844 |
Increase (decrease) in cash | (1,901) | 54,342 |
Cash at beginning of period | 150,459 | 100,628 |
Cash at end of period | 148,558 | 158,424 |
Supplemental cash flow information: | ||
Cash paid during the period for: Interest | 8,343 | 56,173 |
Non-cash investing and financing activities: | ||
Debt discount on derivative liability, convertible notes | $ 94,048 | |
Deferred financing cost | 3,720 | |
Conversion of Series B preferred shares to common stock | 492 | |
Return of Series B preferred stock | $ 14 | |
Exercised options for subscription receivable | 198,000 | |
Settlement of debt | $ 35,085 | |
Conversion of debt | $ 74,244 |
Note 1 - Nature of Operations and Basis of Presentation |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Notes | |
Note 1 - Nature of Operations and Basis of Presentation | Note 1 Nature of Operations and Basis of Presentation Business Description
Green Endeavors, Inc., ("Green") owns and operates two hair salons carrying the Aveda product line through its wholly-owned subsidiaries Landis Salons, Inc. ("Landis") and Landis Salons II, Inc. ("Landis II") in Salt Lake City, Utah. Green also owns and operates Landis Experience Center LLC ("LEC"), an Aveda retail store in Salt Lake City, Utah.
Organization
Green Endeavors, Inc. was incorporated under the laws of the State of Delaware on April 25, 2002 as Jasper Holdings.com, Inc. During the year ended December 2004, Green changed its name to Net2Auction, Inc. In July of 2007, Green changed its name to Green Endeavors, Ltd. On August 23, 2010, Green changed its name to Green Endeavors, Inc. and moved the corporate domicile from Delaware to Utah. Green has four classes of stock as follows: common with 10,000,000,000 shares authorized; preferred with 3,000,000 shares authorized; convertible preferred with 2,000,000 shares authorized; and, convertible super voting preferred with 10,000,000 shares authorized. Green is quoted on the "OTC Pink" marketplace segment under the symbol GRNE.
Green is a more than 50% controlled subsidiary of Sack Lunch Productions, Inc. ("SAKL"). Sack Lunch Productions, Inc. is listed at OTC Markets trading under the symbol SAKL and is not currently a reporting company. Previous to April 15, 2015, SAKL was known as Nexia Holdings, Inc. and was trading under its symbol NXHD.
Landis Salons, Inc., a Utah corporation, was organized on May 4, 2005 for the purpose of operating an Aveda Lifestyle Salon. Landis Salons, Inc. is a wholly-owned subsidiary of Green.
Landis Salons II, Inc., a Utah corporation was organized on March 17, 2010 as a wholly-owned subsidiary of Green for the purpose of opening a second Aveda Lifestyle Salon.
Landis Experience Center, LLC ("LEC"), a Utah limited liability company, was organized on January 23, 2012 as a wholly-owned subsidiary of Green for the purpose of operating an Aveda retail store in the City Creek Mall in Salt Lake City, Utah.
Basis of Presentation
The consolidated financial statements include the accounts of Green and its subsidiaries after elimination of intercompany accounts and transactions. All consolidated subsidiaries are wholly-owned by Green.
These statements should be read in conjunction with the Company's annual financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. In particular, the Company's significant accounting policies were presented as Note 2 to the consolidated financial statements in that Annual Report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements for the three months ended March 31, 2016, are not necessarily indicative of the results that may be expected for the 12 months ending December 31, 2016.
Use of Estimates in the Preparation of the Financial Statements
The consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the amounts of assets and liabilities at the reporting date and the amounts of revenue and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates actual results could differ from the original estimates, requiring adjustments to these balances in future periods. |
Note 2 - Summary of Significant Accounting Policies |
3 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||
Notes | |||||||||||||
Note 2 - Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies
Cash and Cash Equivalents
Investments with original maturities of three months or less at the time of purchase are considered cash equivalents. As of March 31, 2016 and December 31, 2015, Green had no cash equivalents.
Inventory
Inventory consists of items held for resale and is carried at the lower of cost or market. Cost is determined using the first in, first out ("FIFO") method.
Property, Plant, and Equipment
Property, plant, and equipment are stated at historical cost. Depreciation is generally provided over the estimated useful lives, using the straight-line method, as follows:
As of March 31, 2016 and 2015, Green recorded depreciation expense of $27,036 and $32,648, respectively.
Long-Lived Assets
We periodically review the carrying amount of our long-lived assets for impairment. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. There were no impairments of long-lived assets as of March 31, 2016 and December 31, 2015.
Fair Value Measurements
The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data.
Revenue Recognition
There are two primary types of revenue for the Company: 1) providing hair salon services, and 2) selling hair salon products. Revenue is recognized at the time the service is performed or the product is delivered. All revenue sources are domestic. In some cases, such as the sale of gift cards, revenue is deferred until the gift card is redeemed.
Deferred Revenue
Deferred revenue arises when customers pay for products and/or services in advance of receiving the product or service. Green's deferred revenue consists solely of unearned revenue associated with the purchase of gift certificates for which revenue is recognized only when the service is performed or the product is delivered. As of March 31, 2016 and December 31, 2015, deferred revenue was $58,168 and $66,048, respectively.
Advertising
The Company expenses advertising production costs as they are incurred and advertising communication costs the first time the advertising takes place. For the three month period ended March 31, 2016 and 2015, advertising costs amounted to $23,415 and $25,108, respectively.
Stock-Based Compensation
Green recognizes the cost of employee services received in exchange for awards of equity instruments as stock-based compensation expense. Stock-based compensation expense is measured at the grant date based on the fair value of the restricted stock award, option, or purchase right and is recognized as expense, less expected forfeitures, over the requisite service period, which typically equals the vesting period. Because the employee is expected to and has historically received shares of common stock on or about the date of the employee stock option grant date as part of the exercise process, the fair value of each stock issuance is determined using the fair value of Green's common stock on the grant date.
Income Taxes
Deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Also, Green's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. Green is 100% consolidated into its parent company, SAKL, and therefore does not file an income tax return. Its financial amounts are consolidated into the SAKL income tax returns. As of March 31, 2016 and December 31, 2015, a 100% valuation allowance has been placed against the deferred tax asset and therefore is not reflected on the balance sheets. Net Loss Per Share
Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period. Diluted earnings per common share is computed by dividing net income by the weighted average number of common shares and potential common shares during the specified period. For the three months ended March 31, 2016, there were 31,973,389,018 potential common shares not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share.
Recent Accounting Pronouncements
Management believes the impact of recently issued standards and updates, which are not yet effective, will not have a material impact on Green's consolidated financial position, results of operations or cash flows upon adoption. |
Note 3 - Inventory |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Notes | |
Note 3 - Inventory | Note 3 Inventory
Green's inventory consists of items held for resale and product that is used in services by the Landis and Landis II salons, and all are considered finished goods. Inventory is carried at the lower of cost or market. As of March 31, 2016 and December 31, 2015, inventory amounted to $148,584 and $138,928, respectively. |
Note 4 - Property, Plant, and Equipment |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 4 - Property, Plant, and Equipment | Note 4 Property, Plant, and Equipment
The following is a summary of Green's Property, plant, and equipment by major category as of March 31, 2016:
The following is a summary of Green's Property, plant, and equipment by major category as of December 31, 2015:
|
Note 5 - Fair Value Measurements |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 5 - Fair Value Measurements | Note 5 Fair Value Measurements
Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of March 31, 2016 and December 31, 2015, consisted of the following:
(1) Derivative liability amounts are due to the embedded derivatives of certain convertible notes payable issued by the Company and are calculated using the Black Scholes pricing model (see Note 6 - Derivative liability) |
Note 6 - Derivative Liability |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Notes | |
Note 6 - Derivative Liability | Note 6 Derivative Liability
As of March 31, 2016, the Company had a $137,346 derivative liability balance on the balance sheet, and for the three months ended March 31, 2016, the Company recorded a $22,265 net gain from derivative liability activity. The derivative liability activity comes from convertible notes payable as follows:
Eastshore Enterprises, Inc. On March 31, 2016, Green marked-to-market the fair value of the derivative liability related to the Eastshore Note and determined an aggregate fair value of $137,346 and recorded a $50,255 gain from change in fair value of derivative for the three month period ended March 31, 2016. The fair v alue of the embedded derivative for the note was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 411.36%, (3) risk-free interest rate of 0.59%, (4) expected life of 1 year, and (5) estimated fair value of Green's common stock of $0.0001 per share.
LG Capital Funding, LLC
On March 29, 2016 Green settled the LGCF Note for a payment of the remaining balance of principle and interest owed.
JMJ Financial
On March 24, 2016 Green settled the JMJ Note for a payment of the remaining balance of principle and interest owed. |
Note 7 - Related Party Transactions |
3 Months Ended | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||
Notes | ||||||||||||||||||||||
Note 7 - Related Party Transactions | Note 7 Related Party Transactions
The following table shows the related party debenture and the amortized debt discount amounts:
As of March 31, 2016 and December 31, 2015, amounts due to related parties were $525,447 and $507,183, respectively.
Richard Surber, a related party, is providing his personal guaranty for several lines of credit and credit cards that are being utilized by the Company and its operating subsidiaries. In addition to the above, Mr. Surber is a personal guarantor to notes payable by the Company with remaining principal balances of $428,904. Subsequent to March 31, 2016, Mr. Surber continues to provide his personal guaranty for several lines of credit, credit cards, and loans that are being utilized by the Company and its subsidiaries. The total amount of these credit obligations could exceed the amount of $300,000 from time to time. |
Note 8 -debt |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Notes | |
Note 8 -debt | Note 8 Debt
During the three month period ending March 31, 2016, the Company has entered into two new loan agreements in the total amount of $465,720.
As of March 31, 2016, Mr. Surber is a personal guarantor to various notes payable by the Company. Subsequent to March 31, 2016, Mr. Surber continues to provide his personal guaranty for several lines of credit, credit cards, and loans that are being utilized by the Company and its subsidiaries. The total amount of these credit obligations could exceed the amount of $300,000 from time to time. |
Note 9 - Stockholders' Deficit |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Notes | |
Note 9 - Stockholders' Deficit | Note 9 Stockholders' Deficit
Preferred Stock Green is authorized to issue 15,000,000 shares of preferred stock (par value $.001 per share). Green's preferred stock may be divided into such series as may be established by the Board of Directors. As of March 31, 2016, Green has designated 12,000,000 of the preferred stock into two series as follows: 2,000,000 shares of Convertible Series B Preferred and 10,000,000 shares of Convertible Super voting Preferred.
The Preferred Stock is classified as equity as long as there are sufficient shares available to effect the conversion. In some instances certain contracts may pass the option to receive cash or common stock to the shareholder. In this case, it is assumed that a cash settlement will occur and balance sheet classification of the affected Preferred Stock and related preferred paid-in capital as a liability.
Convertible Super voting Preferred Stock Each share of the Convertible Super voting Preferred Stock is convertible into 100 shares of Green's Common stock and has the voting rights equal to 100 shares of common stock.
During the three month period ended March 31, 2016, there were no issuances or conversions of Convertible Super voting Preferred shares.
As of both March 31, 2016 and December 31, 2015, Green had 10,000,000 shares of Convertible Super voting Preferred stock issued and outstanding.
Convertible Series B Preferred Stock Each share of Green's Convertible Series B Preferred Stock (Series B) has one vote per share and is convertible into $5.00 worth of common stock. The number of common shares received is based on the average closing bid market price of Green's common stock for the five days before conversion notice date by the shareholder. Series B shareholders, at the option of Green, can receive cash or common stock upon conversion. As of March 31, 2016 and December 31, 2015, Green had 734,607 shares of Series B issued and outstanding.
Common Stock Green is authorized to issue 10,000,000,000 shares of common stock (par value $0.0001 per share). As of March 31, 2016 and December 31, 2015, Green had 1,689,024,989 and 1,236,348,785 shares of common stock issued and outstanding respectively. |
Note 10 - Stock-based Compensation |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Notes | |
Note 10 - Stock-based Compensation | Note 10 Stock-Based Compensation
No stock compensation was awarded during the three months ended March 31, 2016. |
Note 11 - Litigation |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Notes | |
Note 11 - Litigation | Note 11 Litigation
There are no new matters of litigation during the three months ended March 31, 2016. |
Note 12 - Concentration of Risk |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Notes | |
Note 12 - Concentration of Risk | Note 12 Concentration of Risk
Supplier Concentrations The Company purchases most of its salon inventory that is used for service and product sales from Aveda . Aveda product purchases for the three months ended March 31, 2016 and for the year ended December 31, 2015 accounted for approximately 99% of salon products purchased.
Market or Geographic Area Concentrations 100% of the Company's sales are in the salon services and products market and are concentrated in the Salt Lake City, Utah geographic area. |
Note 13 - Going Concern |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Notes | |
Note 13 - Going Concern | Note 13 Going Concern
Generally accepted accounting principles in the United States of America contemplate the continuation of Green as a going concern. As of and for the three months ended March 31, 2016, Green had negative working capital of $1,133,282 and a net loss of $107,739, which raises substantial doubt about Green's ability to continue as a going concern. Green's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to successfully fulfill its business plan. Management plans to attempt to raise additional funds to finance the operating and capital requirements of Green through a combination of equity and debt financings. While Green is making its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be sufficient for operations. |
Note 14 - Subsequent Events |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Notes | |
Note 14 - Subsequent Events | Note 14 Subsequent Events
In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and there are no additional material subsequent events to report. |
Note 2 - Summary of Significant Accounting Policies (Policies) |
3 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||
Policies | |||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents
Investments with original maturities of three months or less at the time of purchase are considered cash equivalents. As of March 31, 2016 and December 31, 2015, Green had no cash equivalents. |
||||||||||||
Inventory | Inventory
Inventory consists of items held for resale and is carried at the lower of cost or market. Cost is determined using the first in, first out ("FIFO") method. |
||||||||||||
Property, Plant, and Equipment | Property, Plant, and Equipment
Property, plant, and equipment are stated at historical cost. Depreciation is generally provided over the estimated useful lives, using the straight-line method, as follows:
As of March 31, 2016 and 2015, Green recorded depreciation expense of $27,036 and $32,648, respectively. |
||||||||||||
Long-lived Assets | Long-Lived Assets
We periodically review the carrying amount of our long-lived assets for impairment. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. There were no impairments of long-lived assets as of March 31, 2016 and December 31, 2015. |
||||||||||||
Fair Value Measurements | Fair Value Measurements
The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. |
||||||||||||
Revenue Recognition | Revenue Recognition
There are two primary types of revenue for the Company: 1) providing hair salon services, and 2) selling hair salon products. Revenue is recognized at the time the service is performed or the product is delivered. All revenue sources are domestic. In some cases, such as the sale of gift cards, revenue is deferred until the gift card is redeemed. |
||||||||||||
Deferred Revenue | Deferred Revenue
Deferred revenue arises when customers pay for products and/or services in advance of receiving the product or service. Green's deferred revenue consists solely of unearned revenue associated with the purchase of gift certificates for which revenue is recognized only when the service is performed or the product is delivered. As of March 31, 2016 and December 31, 2015, deferred revenue was $58,168 and $66,048, respectively. |
||||||||||||
Advertising | Advertising
The Company expenses advertising production costs as they are incurred and advertising communication costs the first time the advertising takes place. For the three month period ended March 31, 2016 and 2015, advertising costs amounted to $23,415 and $25,108, respectively. |
||||||||||||
Stock-based Compensation | Stock-Based Compensation
Green recognizes the cost of employee services received in exchange for awards of equity instruments as stock-based compensation expense. Stock-based compensation expense is measured at the grant date based on the fair value of the restricted stock award, option, or purchase right and is recognized as expense, less expected forfeitures, over the requisite service period, which typically equals the vesting period. Because the employee is expected to and has historically received shares of common stock on or about the date of the employee stock option grant date as part of the exercise process, the fair value of each stock issuance is determined using the fair value of Green's common stock on the grant date. |
||||||||||||
Income Taxes | Income Taxes
Deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Also, Green's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. Green is 100% consolidated into its parent company, SAKL, and therefore does not file an income tax return. Its financial amounts are consolidated into the SAKL income tax returns. As of March 31, 2016 and December 31, 2015, a 100% valuation allowance has been placed against the deferred tax asset and therefore is not reflected on the balance sheets. |
||||||||||||
Net Loss Per Share | Net Loss Per Share
Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period. Diluted earnings per common share is computed by dividing net income by the weighted average number of common shares and potential common shares during the specified period. For the three months ended March 31, 2016, there were 31,973,389,018 potential common shares not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. |
||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements
Management believes the impact of recently issued standards and updates, which are not yet effective, will not have a material impact on Green's consolidated financial position, results of operations or cash flows upon adoption. |
Note 4 - Property, Plant, and Equipment (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Property, Plant and Equipment | The following is a summary of Green's Property, plant, and equipment by major category as of March 31, 2016:
The following is a summary of Green's Property, plant, and equipment by major category as of December 31, 2015:
|
Note 5 - Fair Value Measurements (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of March 31, 2016 and December 31, 2015, consisted of the following:
|
Note 7 - Related Party Transactions (Tables) |
3 Months Ended | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||
Tables/Schedules | ||||||||||||||||||||||
Schedule of Related Partiy Debentures | The following table shows the related party debenture and the amortized debt discount amounts:
|
Note 1 - Nature of Operations and Basis of Presentation (Details) - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Dec. 31, 2015 |
|
Entity Incorporation, Date of Incorporation | Apr. 25, 2002 | |
Common Stock, Shares Authorized | 10,000,000,000 | 10,000,000,000 |
Preferred Stock, Shares Authorized | 15,000,000 | |
Landis Salons Inc | ||
Entity Incorporation, Date of Incorporation | May 04, 2005 | |
Landis Salons II Inc | ||
Entity Incorporation, Date of Incorporation | Mar. 17, 2010 | |
Landis Experience Center LLC | ||
Entity Incorporation, Date of Incorporation | Jan. 23, 2012 | |
Sack Lunch Productions, Inc. | ||
Ownership percentage of controlling interest | 50.00% | |
Entity Information, Date to Change Former Legal or Registered Name | Apr. 15, 2015 | |
Undesignated Preferred Stock | ||
Preferred Stock, Shares Authorized | 3,000,000 | |
Convertible Series B Preferred Stock | ||
Preferred Stock, Shares Authorized | 2,000,000 | |
Convertible Supervoting Preferred Stock | ||
Preferred Stock, Shares Authorized | 10,000,000 |
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Details) - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Details | ||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 |
Note 2 - Summary of Significant Accounting Policies: Property, Plant, and Equipment (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Depreciation | $ 27,035 | $ 32,648 |
Leasehold Improvements | ||
Property, Plant and Equipment, Estimated Useful Lives | Shorter of the lease term or the estimated useful life | |
Computer Equipment and Related Software | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Furniture and Fixtures | Minimum | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Furniture and Fixtures | Maximum | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Equipment | Minimum | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Equipment | Maximum | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Vehicles | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Signage | ||
Property, Plant and Equipment, Useful Life | 10 years |
Note 2 - Summary of Significant Accounting Policies: Long-lived Assets (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Details | ||
Impairment of Long-Lived Assets | $ 0 | $ 0 |
Note 2 - Summary of Significant Accounting Policies: Deferred Revenue (Details) - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Details | ||
Deferred revenue | $ 58,168 | $ 66,048 |
Note 2 - Summary of Significant Accounting Policies: Advertising (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Details | ||
Advertising Costs | $ 23,415 | $ 25,108 |
Note 2 - Summary of Significant Accounting Policies: Net Loss Per Share (Details) |
3 Months Ended |
---|---|
Mar. 31, 2016
shares
| |
Details | |
Antidilutive Securities, Excluded from Earnings Per Share | 31,973,389,018 |
Note 3 - Inventory (Details) - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Details | ||
Inventory | $ 148,584 | $ 138,928 |
Note 4 - Property, Plant, and Equipment: Schedule of Property, Plant and Equipment (Details) - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Cost | $ 1,166,143 | $ 1,150,304 |
Accumulated Depreciation on Property, plant, and equipment | 884,273 | 857,236 |
Net | 281,870 | 293,068 |
Computer Equipment and Related Software | ||
Cost | 39,247 | 39,247 |
Accumulated Depreciation on Property, plant, and equipment | 30,866 | 29,401 |
Net | 8,381 | 9,846 |
Construction In Process | ||
Cost | 0 | 12,000 |
Accumulated Depreciation on Property, plant, and equipment | 0 | 0 |
Net | 0 | 12,000 |
Leasehold Improvements | ||
Cost | 665,660 | 639,253 |
Accumulated Depreciation on Property, plant, and equipment | 489,046 | 476,652 |
Net | 176,614 | 162,601 |
Furniture and Fixtures | ||
Cost | 27,201 | 27,201 |
Accumulated Depreciation on Property, plant, and equipment | 24,908 | 24,661 |
Net | 2,293 | 2,540 |
Leased Equipment | ||
Cost | 76,298 | 76,298 |
Accumulated Depreciation on Property, plant, and equipment | 57,876 | 54,061 |
Net | 18,422 | 22,237 |
Equipment | ||
Cost | 284,389 | 282,957 |
Accumulated Depreciation on Property, plant, and equipment | 225,863 | 219,071 |
Net | 58,526 | 63,886 |
Vehicles | ||
Cost | 48,193 | 48,193 |
Accumulated Depreciation on Property, plant, and equipment | 41,308 | 39,587 |
Net | 6,885 | 8,606 |
Signage | ||
Cost | 25,155 | 25,155 |
Accumulated Depreciation on Property, plant, and equipment | 14,406 | 13,803 |
Net | $ 10,749 | $ 11,352 |
Note 5 - Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Derivative liability | $ 137,346 | $ 209,610 |
Fair Value, Inputs, Level 1 | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Derivative liability | 137,346 | 209,610 |
Fair Value, Inputs, Level 3 | ||
Derivative liability | $ 0 | $ 0 |
Note 6 - Derivative Liability (Details) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
Dec. 31, 2015 |
|
Derivative liability | $ 137,346 | $ 209,610 | |
Gain (loss) on derivative fair value adjustment | 22,265 | $ (30,380) | |
LG Capital Funding Note | |||
Derivative liability | 0 | ||
JMJ Financial Note | |||
Derivative liability | 0 | ||
Eastshore Enterprises Inc | |||
Derivative liability | 137,346 | ||
Gain (loss) on derivative fair value adjustment | $ 50,255 | ||
Fair Value Measurements, Valuation Techniques | Black-Scholes option pricing model | ||
Dividend yield | 0.00% | ||
Expected volatility | 411.36% | ||
Risk-free interest rate | 0.59% | ||
Expected life | 1 year | ||
Estimated fair value of Green's common stock | $ 0.0001 |
Note 7 - Related Party Transactions: Schedule of Related Partiy Debentures (Details) - USD ($) |
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2016 |
Dec. 31, 2015 |
|
Payments on related party note receivable | $ (310,000) | |
Convertible debentures, net of debt discount | 1,811,503 | $ 2,118,373 |
Convertible Debenture - Related Party | ||
Principal Amount | 2,147,591 | 2,147,591 |
Debt discount | (26,088) | (29,218) |
Payments on related party note receivable | $ (310,000) | $ 0 |
Note 7 - Related Party Transactions (Details) - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Due to related parties | $ 525,447 | $ 507,183 |
Chief Executive Officer | ||
Line of Credit, Current | $ 428,904 |
Note 8 -debt (Details) |
Mar. 31, 2016
USD ($)
|
---|---|
Details | |
Outstanding Loans | $ 465,720 |
Note 9 - Stockholders' Deficit (Details) - $ / shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Dec. 31, 2015 |
|
Preferred Stock, Shares Authorized | 15,000,000 | |
Preferred Stock, Par Value | $ 0.001 | |
Common Stock, Shares Authorized | 10,000,000,000 | 10,000,000,000 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Outstanding | 1,689,024,989 | 1,236,348,785 |
Convertible Series B Preferred Stock | ||
Preferred Stock, Shares Authorized | 2,000,000 | |
Preferred Stock, Shares Outstanding | 734,607 | 734,607 |
Convertible Preferred Stock, Terms of Conversion | Each share of Green's Convertible Series B Preferred Stock (Series B) has one vote per share and is convertible into $5.00 worth of common stock. The number of common shares received is based on the average closing bid market price of Green's common stock for the five days before conversion notice date by the shareholder. Series B shareholders, at the option of Green, can receive cash or common stock upon conversion. | |
Convertible Supervoting Preferred Stock | ||
Preferred Stock, Shares Authorized | 10,000,000 | |
Convertible Preferred Stock, Shares Issued upon Conversion | 100 | |
Preferred Stock, Shares Outstanding | 10,000,000 |
Note 10 - Stock-based Compensation (Details) |
3 Months Ended |
---|---|
Mar. 31, 2016
shares
| |
Details | |
Stock-based compensation granted | 0 |
Note 12 - Concentration of Risk (Details) |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Geographic Concentration Risk | |
Concentration Risk, Percentage | 100.00% |
Supplier Concentration Risk | |
Concentration Risk, Percentage | 99.00% |
Note 13 - Going Concern (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Details | ||
Working Capital | $ (1,133,282) | |
Net loss | $ (107,739) | $ (277,796) |
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