8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) July 19, 2013

GREEN 4 MEDIA, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
	333-177305		45-2511250
(Commission File Number)		(IRS Employer Identification No.)
	9650 Scranton Road, Suite 350, San Diego, CA 92121
(Address of Principal Executive Offices)
858-210-4200
(Registrant's Telephone Number, Including Area Code)
PO Box 1108, Kamuela, HI, 96743
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

-1-

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements, which reflect our views with respect to future events and financial performance.  These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements.  These forward-looking statements are identified by, among other things, the words "anticipates", "believes", "estimates", "expects", "plans", "projects", "targets" and similar expressions.  Statements in this report concerning the following are forward looking statements:

·

future financial and operating results;

·

our ability to fund operations and business plans, and the timing of any funding or corporate development transactions we may pursue;

·

the ability of our suppliers to provide products or services in the future of an acceptable quality on a timely and cost-effective basis;

·

expectations concerning market acceptance of our products;

·

current and future economic and political conditions;

·

overall industry and market trends;

·

management’s goals and plans for future operations; and

·

other assumptions described in this report underlying or relating to any forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.  Except to the extent required by applicable securities laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Important factors that may cause actual results to differ from those projected include the risk factors specified below.  

USE OF DEFINED TERMS

Except where the context otherwise requires and for the purposes of this report only:

·

"we," "us," "our" and "Company" refer to the business of Green 4 Media, Inc.;

·

"Exchange Act" refers to the United States Securities Exchange Act of 1934, as amended;

·

"SEC" refers to the United States Securities and Exchange Commission;

·

"Securities Act" refers to the United States Securities Act of 1933, as amended;

·

“FHV-LLC” refers to the business and operations of our subsidiary, Fresh Healthy Vending LLC, prior to the completion of the transaction described herein;

·

“FHV-Cal” refers to the business and operations of  FHV Holdings Corp, prior to the completion of the transaction described herein; and

·

"U.S. dollars," "dollars" and "$" refer to the legal currency of the United States.

-2-

ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As reported in our Form 8-K as filed with the Commission on July 19, 2013, on July 15, 2013, our Board of Directors approved a stock split (“Stock Split”) in the form of a stock dividend to holders of 575,000 shares of our common stock as of July 19, 2013 (common stock shares reduced by cancellation of 1,000,000 shares of our common stock as described below).  Each recipient of the stock dividend will receive 10.67165 additional shares of common stock for every share of common stock held.  Unless otherwise noted, all share numbers shown herein reflect the effects of the approved stock split.

On July 19, 2013 (the "Closing Date") our wholly owned subsidiary FHV Acquisition Corp. completed a Reorganization and Asset Acquisition Agreement dated July 19, 2013 (the “Acquisition Agreement”) with FHV Holdings Corp, a California corporation (“FHV-Cal”) (the “FHV Acquisition”).  Pursuant to the terms of the Acquisition Agreement, we issued (i) 15,648,278 shares of our Company's common stock (as adjusted for the Stock Split) to FHV-Cal, in exchange for all FHV-Cal’s assets as of the Closing Date.  FHV-Cal’s principal asset consists of the operations and assets of Fresh Healthy Vending LLC, a California limited liability company (“FHV LLC”).  The shares of our Company’s common stock described herein are to be distributed to the sole shareholder of FHV-Cal, a trust operated for the benefit of and controlled by Nicholas Yates.  

On July 19, 2013, we completed the sale of 2,788,369 shares of our common stock to 18 purchasers (“Stock Sale”) in exchange for cash proceeds totaling $1,210,000 (approximately $1,190,000 net of estimated related costs in connection with the transaction).  

In connection with the Acquisition Agreement, we entered into a Business Transfer and Indemnity Agreement dated July 22, 2013 (the “Indemnity Agreement”) with our former Chief Executive Officer Daniel Duval providing for:

1.

The sale to Mr. Duval of our business existing on the date of the Indemnity Agreement (the “GEEM Business”);

2.

The assumption by Mr. Duval of all liabilities of our Company and the indemnification by Mr. Duval holding our Company harmless for any and all liabilities arising at or before the date of the Indemnity Agreement;

3.

The payment to Mr. Duval of $191,000 in cash; and

4.

The surrender by Mr. Duval of 1,000,000 shares (pre-split) of our Company’s common stock (all of which shares are to be cancelled by our Company).  

At the Closing Date subsequent to the transactions described above (and giving effect to the Stock Split), we had approximately 25,147,847 shares of common stock outstanding.  We will charge the cash paid to Mr. Duval in connection with the cancellation of his shares to general and administrative expenses in the three months ended September 30, 2013.  

This summary is qualified in its entirety by reference to the complete text of the Acquisition Agreement which is incorporated by reference into this report as described below.

ITEM 2.01

COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS

We completed the acquisition of the assets of FHV-Cal pursuant to the Acquisition Agreement as noted in Item 1.01 above.  The FHV Acquisition was accounted for as a recapitalization effected by a share exchange, wherein FHV-LLC is considered the acquirer for accounting and financial reporting purposes.  The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.  

Also as discussed in Item 1.01 of this Current Report, we completed the sale of the GEEM Business and entered into the Indemnity Agreement with Mr. Duval effective July 22, 2013.

ITEM 3.02

UNREGISTERED SALES OF EQUITY SECURITIES

In connection the Acquisition Agreement we issued: (i) 15,648,278 shares of our common stock (adjusted for the Stock Split) to FHV-Cal.  The shares were issued in exchange for all the assets of FHV-Cal consisting principally of FHV-LLC.

-3-

The number of our shares issued to the shareholder of FHV-Cal was determined based on an arms-length negotiation.  The issuance of our shares to this shareholder was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act.

At the Closing Date, we issued a total of 2,788,369 shares of our common stock as noted in Item 1.01 above.  In instances described above where we issued securities in reliance upon Regulation D, we relied upon Rule 506 of Regulation D.  The parties who received the securities in such instances made representations that such party (a) is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) has knowledge and experience in financial and business matters such that the purchaser is capable of evaluating the merits and risks of an investment in us, (d) had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (e) has no need for the liquidity in its investment in us and could afford the complete loss of such investment.  Management made the determination that the investors in instances where we relied on Regulation D are accredited investors (as defined in Regulation D) based upon management's inquiry into their sophistication and net worth.  In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.  

In instances described above where we indicate that we relied upon Section 4(2) of the Securities Act in issuing securities, our reliance was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; and (d) the securities were not broken down into smaller denominations.  

ITEM 5.01

CHANGES IN CONTROL OF REGISTRANT

We had 1,575,000 shares of common stock outstanding immediately prior to the Closing Date. After giving effect to the surrender and cancellation of 1,000,000 shares of our common stock described in the Indemnity Agreement and the 11.67165 for one stock split issued in the form of a stock dividend, we had 6,711,200 shares of common stock outstanding immediately prior to the closing of the FHV-Cal Acquisition and the Stock Sale.  In connection with the closing of the FHV-Cal Acquisition and the Stock Sale, up to an additional 18,671,411 shares of our Company’s common stock will be issued to new shareholders.  As a result of the FHV-Cal Acquisition, the shareholders from the Stock Sale will own approximately 11.1% of the outstanding common stock of our Company and FHV-Cal will own approximately 62.2% of the outstanding common stock of our Company.

Reference is made to the beneficial ownership table disclosure set forth under the heading “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” of this Current Report, which disclosure is incorporated herein by reference, regarding the identity of the persons who acquired control of our Company, and their percentage ownership of voting securities of our Company as of the Closing Date.

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICER; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICER

Upon the closing of the Acquisition Agreement, as of July 19, 2013, Daniel Duval our Chief Executive Officer and Chief Financial Officer submitted his resignation letter pursuant to which he resigned from all offices of our company, but agreed to remain a director for an indeterminate period to assist in transitional matters that may arise after the merger.  Cheryl Jackson, previously a member of our Board of Directors, resigned from all offices of our Company and from our Board of Directors.

On July 19, 2013, in connection with the closing of the Acquisition Agreement, Alex Kennedy and Nicholas Yates were appointed to our Board of Directors.

On July 19, 2013, Alex Kennedy was appointed our Chief Executive Officer.  Jonathan Shultz was appointed our Chief Financial Officer and Treasurer and Nicholas Yates was appointed Vice President in charge of corporate owned vending locations and routes.  For certain biographical and other information regarding the newly appointed officer and directors, see “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”, which disclosures are incorporated herein by reference.  

-4-

PRELIMINARY NOTE

Please note that the information provided below relates to the combined enterprises after the acquisition of the assets of FHV-Cal, except that information relating to periods prior to the date of the reverse acquisition only relate to FHV-Cal and its wholly-owned limited liability corporation, Fresh Healthy Vending LLC (“FHV-LLC”) unless otherwise specifically indicated.  

DESCRIPTION OF BUSINESS

Business

FHV LLC is a Franchise Development Company and operator of Company-owned vending machines that makes healthy eating more convenient through access to high quality healthy foods at high foot traffic vending destinations. We and our franchisees operate 1,775 vending machines offering natural, organic and healthy food and beverage products throughout North America, the Bahamas and Puerto Rico. Our obligations to each franchisee include securing locations for the healthy vending machines they purchase. We offer over 6,000 healthy food and beverage vending products via an exclusive eCommerce platform and we train each franchisee at our San Diego headquarters.  We provide dedicated account management and ongoing customer service to our franchisees.  

History

We are a public company listed under the symbol “GEEM.”  We were incorporated in the State of Nevada on June 8, 2011 as Green 4 Media, Inc.  Through the Closing Date, we were an eco-marketing and advertising company (“GEEM Business”).  On July 22, 2013, we entered into the Indemnity Agreement and in connection with that agreement we transferred the GEEM Business to our former Chief Executive Officer.  

On July 19, 2013, our wholly owned subsidiary FHV Acquisition Corp. completed the FHV Acquisition, effectively acquiring FHV-LLC.  FHV-LLC was formed as a limited liability company in California in 2010 as a franchisor of healthy drinks and snack vending machines.  Including the operating history of YoNaturals whose assets were contributed to FHV-LLC in August 2010, we have a combined seven year operating history in vending machines providing food and beverages.  

The Industry and the Overall Market

We are both a franchisor of vending machine operations and an operator of vending machines.  In the franchise market, 2012 saw the first positive growth in the number of franchise establishments since 2008 according to the IFA’s annual Franchise Business Economic Outlook report (compiled by HIS Global Insight).  This growth is expected to continue in 2013 at the rate of 1.4%.  The vending machine industry saw the total dollar volume in machine sales rise to $43 billion in 2011 (the last year reported by the Vending Times 2012 Census of the Industry) from $42.2 billion in 2010 (a 1.9% increase).  

According to the report “A Roadmap for Simultaneously Developing the Supply and Demand for Energy Efficient Beverage Vending Machines,” there are approximately 2.5 million food and beverage vending machines in the United States.  We have estimated that 35% of these vending machines are situated in locations that meet our Company’s minimum demographic and foot-traffic requirements for placement.

Vending Technology

We have developed a fully compliant cash and cashless vending platform to readily monitor the locations of our franchisees’ and our machines.  We help them and us to grow business with onsite and virtual management tools, including as an example, wireless remote monitoring telemetry software. Our vending standards are UL (“Underwriters Laboratories”) recognized, among the highest in the industry.  This ensures food temperature compliance which includes auto-contingency processes should electrical or hardware malfunction.  These processes ensure that ambient air stays within specified parameters at all times. Our third-party cashless technology ensures the highest level of data and network compliance so that customers’ information is kept secure at all times while ensuring complete transparency. As a result we generally handle little if any cash in the process. All transactions are managed by fully reliable third parties to ensure full financial compliance with local and national laws and regulations.

-5-

Products

We provide a portfolio of fresh, organic and all-natural snacks and drinks. All products are available via our Company’s exclusive E-commerce website and for franchisees only. We also create custom menus for each franchisee specific to each location type based on their guidelines, requests and demographics.  We have developed customized menus that meet and exceed school and State nutrition guidelines nationwide, facilitating the placement of machines in schools.  We deliver our products to the Franchisee within 2-5 business days of order with free delivery nationwide.

Competition

The vending industry is large, highly fragmented and consolidating as the market leaders acquire regional vending companies to fulfill their real-estate expansion plans or acquire privately-held service verticals.  We believe we have laid the foundation for a national health vending operation with built-in, long-term service agreements and residual product and inventory sales.  We believe our business model offers competitive advantages including the following.

·

We focus on healthier food included in school vending machines.  Federal guidelines have been established that aim to counter youth obesity while improving student nutrition.  Such rules work to discourage our competitors’ fare to be marketed to schools.  According to Ned Monroe, senior vice-president for government affairs for the National Automatic Merchandising Association, “There were fewer and fewer operators handling school accounts because it was a tough process to find products that met the patchwork of school guidelines.” In fact, “the trade group estimates that just 10 percent of its vending operator members sell in schools now, down from about 25 percent a decade ago.”

·

We outsource non-core functions to third-party vendors. Outsourced services include: machine manufacturing, transport, location set-up, maintenance, inventory, food management and ordering, payment processing, and cash management. This has historically given us added financial resources to invest in new services for Franchisees and in providing them with additional cost savings (such as cost of foods and beverages). By operating with a lean, low-cost administrative model, we focus on what we believe to be our operating strengths, namely marketing and selling new franchisees and implementing new ways to help them grow.

Our Employees  

We had approximately 27 full-time employees as of June 30, 2013 and three contracted positions.  None of our employees are subject to collective bargaining agreements.  

Seasonality

We do not expect that our business will experience significant seasonality other than that resulting from vending machine sales within schools.  

-6-

RISK FACTORS

An investment in our common stock involves a high degree of risk.  You should carefully consider the risks described below, together with all of the other information included in this Current Report, before making an investment decision.  If any of the following risks actually occurs, our business, financial condition or results of operations could suffer.  In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.  The list of Risk Factors below does not portend to be all-inclusive.  There may be additional risks associated with our Company, our business including the regulatory environment in which we operate, our industry, an investment in our common stock and/or other factors related to our Company.  You should read the section entitled "Special Notes Regarding Forward-Looking Statements" for a discussion of what types of statements are forward-looking statements as well as the significance of such statements in the context of this report.  

RISKS RELATED TO OUR BUSINESS

The termination, non-renewal or renegotiation on materially adverse terms of our franchise agreements with one or more of our significant franchisees could seriously harm our business, financial condition and results of operations.  The success of our business depends in large part on our ability to maintain contractual relationships with our franchisees in profitable locations. A typical franchise agreement ranges from five to ten years and automatically renews until we or the franchisee gives notice of termination. Certain contract provisions with our franchisees vary, including product and service offerings, the fees we receive from each franchisee and the ability to cancel the contract upon notice after a certain period of time. We strive to provide direct and indirect benefits to our franchisees that are superior to, or competitive with, other franchisors and with other potential uses for the locations of our machines. If we are unable to provide our franchisees with adequate benefits, we may be unable to maintain or renew our contractual relationships on acceptable terms, causing our business, financial condition and results of operations to suffer.

Competition from other franchisors of vending machine businesses and franchisors of other businesses could impact franchise and vending machine sales and seriously harm our business, financial condition and results of operations. We strive to provide direct and indirect benefits to our franchisees that are superior to, or competitive with, other franchisors. In addition, we rely on our franchisees and the manner in which they operate their locations to attract future franchise and vending machine sales. If we are unable to provide our franchisees with adequate benefits, or if any significant number of our franchisees are not successful, we may be unable to sell franchises and vending machines to new franchisees or maintain or renew our contractual relationships with existing franchisees, causing our business, financial condition and results of operations to suffer.

The vending machine industry in which we operate is highly competitive and increased competition could reduce our sales and profitability. We compete in different markets within the vending machine industry on the basis of the uniqueness of our product offerings, the quality of our products, customer service, price and distribution.  Our markets are highly competitive.  Our competitors vary in size and many may have greater financial and marketing resources than we do.  If we cannot maintain quality and pricing that are comparable or superior to our competitors, we may not be able to grow our revenues and operating profits and may lose market share.  Competitive conditions could result in our experiencing reduced revenues, gross margins and operating results and could cause an investor in our Company to lose a substantial amount or all of its investment in our Company.

Defects, failures or security breaches in and inadequate upgrades of, or changes to, our vending machines and its accompanying software could harm our business.  The operation of our business depends on sophisticated software, hardware, computer networking and communication services that may contain undetected errors or may be subject to failures or complications. These errors, failures or complications may arise particularly when new, changed or enhanced products or services are added. Future upgrades, improvements or changes that may be necessary to expand and maintain our business could result in delays or disruptions or may not be timely or appropriately made, any of which could seriously harm our operations.  Further, certain aspects of the operating systems relating to our business are provided by third parties, including telecommunications. Accordingly, the effectiveness of these operating systems is, to a certain degree, dependent on the actions and decisions of third parties over whom we may have limited control.

Failure to adequately comply with information security policies or to safeguard against breaches of such policies could adversely affect our operations and could damage our business, reputation, financial position and results of operations.  In the process of making sales using consumer credit cards as a method of payment, we may handle and transfer such information as part of our business. These activities are subject to laws and regulations, as well as industry standards, in the United States and other jurisdictions in which our products and services are available. These requirements, which often differ materially and sometimes conflict among the many jurisdictions in which we operate, are designed to protect the privacy of consumers’ personal information and to prevent that information from being inappropriately used or disclosed. We maintain and review technical and operational

-7-

safeguards designed to protect this information and generally require others with whom we work to do so as well. However, despite those safeguards, it is possible that hackers, employees acting contrary to our policies, third-party agents or others could improperly access relevant systems or improperly obtain or disclose data about our consumers, or that we may be determined not to be in compliance with applicable legal requirements and industry standards for data security, such as the Payment Card Industry guidelines. A breach or purported breach of relevant security policies that compromises consumer data or determination of non-compliance with applicable legal requirements or industry standards for data security could expose us to regulatory enforcement actions, card association or other monetary fines or sanctions, or contractual liabilities, limit our ability to provide our products and services, subject us to legal action and related costs and damage our business reputation, financial position, and results of operations.

Litigation, arbitration, mediation, regulatory actions, investigations or other legal proceedings could result in material rulings, decisions, settlements, fines, penalties or publicity that could adversely affect our business, financial condition and results of operations.  Our business has in the past been, and may in the future continue to be, party to regulatory actions, investigations, arbitration, mediation and other legal proceedings. The outcome of such proceedings is often difficult to assess or quantify. Plaintiffs, regulatory bodies or other parties may seek very large or indeterminate amounts of money from us or substantial restrictions on our business activities, or delay or inhibit the sale of new franchises and additional vending machines and the results, including the magnitude, of lawsuits, actions, settlements, decisions, and regulatory investigations and delays may remain unknown for substantial periods of time.  The cost to defend, settle or otherwise finalize lawsuits, regulatory actions, investigations, arbitrations, mediations or other legal proceedings may be significant and such proceedings may divert our management’s time.  In addition, there may be adverse publicity associated with any such developments that could decrease consumer acceptance of our products and services. As a result, litigation, arbitration, mediation, regulatory actions or investigations involving us or our affiliates may adversely affect our business, financial condition and results of operations. For further description of certain material legal proceedings, please see "Legal Proceedings" on page 27 below.

We rely in part on our franchisees, and if our franchisees cannot develop or finance their businesses, our growth and success may be affected.   We rely on our franchisees and the manner in which they operate their locations to develop and promote our business. Although we have developed criteria to evaluate and screen prospective franchisees, we cannot be certain that our franchisees will have the business acumen or financial resources necessary to operate successful franchises in their franchise areas and state franchise laws may limit our ability to terminate or modify these franchise arrangements.  Moreover, despite our training, support and monitoring, franchisees may not successfully operate vending machine routes in a manner consistent with our standards and requirements or may not hire and train qualified servicing personnel.  The failure of our franchisees to operate their franchises successfully could have a material adverse effect on us, our reputation, our brand and our ability to attract prospective franchisees and could materially adversely affect our business, financial condition or results of operations.

Franchisees may not have access to the financial or management resources that they need to launch and maintain routes and vending machines contemplated by their agreements with us or be able to find suitable sites on which to develop them, or they may elect to cease development for other reasons.  Franchisees may not be able to negotiate or retain acceptable lease terms for the sites, obtain the necessary permits and government approvals or meet opening schedules. Any of these problems could slow our growth and reduce our franchise revenues.

Additionally, a franchisee bankruptcy could have a substantial negative impact on our ability to collect payments due under such franchisee's franchise arrangements. In a franchisee bankruptcy, the bankruptcy trustee may reject its franchise arrangements pursuant to Section 365 under the United States Bankruptcy Code, in which case there would be no further royalty payments from such franchisee, and there can be no assurance as to the proceeds, if any, that may ultimately be recovered in a bankruptcy proceeding of such franchisee in connection with a damage claim resulting from such rejection.

Changes in economic conditions could materially affect our ability to maintain or increase sales at our existing franchisees or secure new franchisees. The vending industry depends on consumer discretionary spending.  The United States in general or the specific markets in which we operate may suffer from depressed economic activity, recessionary economic cycles, higher fuel or energy costs, low consumer confidence, high levels of unemployment, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies, reduced access to credit or other economic factors that may affect consumers discretionary spending. Economic conditions may remain volatile and may continue to depress consumer confidence and discretionary spending for the near term. Negative economic conditions might cause consumers to make changes to their discretionary spending behavior, including spending currently made in our or our franchisees’ vending machines. If such sales decrease, our profitability could decline as we spread fixed costs across a lower level of sales and this could materially adversely affect our business, financial condition or results of operations.

-8-

Any interruption in delivery from our only vending machine supplier could impair our ability to sell our products and generate revenues. We are dependent on a sole supplier, AMS, for the production of our vending machines.  Any interruption in the distribution from our sole supplier could affect our ability to add new franchisees and satisfy our commitments with existing franchisees.  If any interruption described here takes place, it may have a material adverse impact on our revenues and results of operations.

Changes in food and supply costs could adversely affect our results of operations.  Our profitability depends in part on our ability to anticipate and react to changes in food and supply costs. Shortages or interruptions in the availability of certain supplies caused by unanticipated demand, problems in production or distribution, food contamination, inclement weather or other conditions could adversely affect the availability, quality and cost of our ingredients, which could harm our operations. Any increase in the prices of the food products most critical to our vending machine offerings could adversely affect our operating results. Although we try to manage the impact that these fluctuations have on our operating results, we remain susceptible to increases in food costs as a result of factors beyond our control, such as general economic conditions, seasonal fluctuations, weather conditions, demand, food safety concerns, generalized infectious diseases, product recalls and government regulations.  

If any of our distributors or suppliers performs inadequately, or our distribution or supply relationships are disrupted for any reason, our business, financial condition, results of operations or cash flows could be adversely affected. Although we enter into contracts for the purchase of food products and supplies, we do not have long-term contracts for the purchase of all of such food products and supplies. As a result, we may not be able to anticipate or react to changing food costs by adjusting our purchasing practices or vending machine pricing, which could cause our operating results to deteriorate. If we cannot replace or engage distributors or suppliers who meet our specifications in a short period of time, that could increase our expenses and cause shortages of food and other items in our machines. If that were to happen, affected machines could experience significant reductions in sales during the shortage or thereafter, if customers change their purchasing habits as a result. Our focus on a limited menu would make the consequences of a shortage of a key ingredient more severe. In addition, because we provide moderately priced food, we may choose not to, or may be unable to, pass along commodity price increases to consumers. These potential changes in food and supply costs could materially adversely affect our business, financial condition or results of operations.

Failure to receive frequent deliveries of the foods and beverages we offer could harm our operations.  Our ability to maintain ours and our franchisees’ machines depends in part on our ability to acquire ingredients that meet our specifications from reliable suppliers. Shortages or interruptions in the supply of ingredients caused by unanticipated demand, problems in production or distribution, food contamination, inclement weather or other conditions could adversely affect the availability, quality and cost of our ingredients, which could harm our operations. If any of our distributors or suppliers performs inadequately, or our distribution or supply relationships are disrupted for any reason, our business, financial condition or results of operations could be adversely affected. If we cannot replace or engage distributors or suppliers who meet our specifications in a short period of time that could increase our expenses and cause shortages of food and other items that are expected to be stocked within our vending machines. If that were to happen, affected routes could experience significant reductions in sales during the shortage or thereafter, if customers change their purchasing habits as a result. Our focus on a limited menu of fresh and healthy offerings within our vending machines would make the consequences of a shortage of one or key popular items more severe. This reduction in sales could materially adversely affect our business, financial condition or results of operations.

REGULATORY RISKS

Franchising is a highly regulated industry. Compliance with regulatory procedures or regulatory delays, actions or inaction could delay franchise and vending machine sales and seriously harm our business, financial condition and results of operations. Thirteen states directly regulate franchising and require pre-sale registration of a Franchise Disclosure Document (“FDD”), or offering prospectus, by the franchisor, normally with the state agency that oversees the sale of securities in that state, and pre-sale delivery of an FDD to a franchise candidate by a franchisor before the signing of a binding agreement or the payment of any money to the franchisor. Franchise sales in the remaining 38 states are generally subject to the Franchise Rule promulgated by the Federal Trade Commission (FTC), which requires the pre-sale delivery of an FDD to a franchise candidate before the signing of a binding agreement or the payment of any money to the franchisor. A franchisor that fails to properly register and maintain the registration of its FDD and disclose its franchisee candidates in the 13 registration states, unless exempt from registration under a few narrowly drawn exceptions to the registration requirements, is subject to legal action by its franchisees for damages and, under certain circumstances, for rescission of the franchise agreements, and to administrative, civil and criminal penalties that may be imposed as well. The FTC’s Franchise Rule does not require registration of an FDD with the FTC; however, a franchisor that fails to properly disclose its franchisee candidates in the 38 FTC states is subject to claims for breach of contract, fraud and the like.

-9-

Franchising is a highly competitive industry. Competition from other franchisors of vending machine businesses and franchisors of other businesses could impact franchise and vending machine sales and seriously harm our business, financial condition and results of operations. We strive to provide direct and indirect benefits to our franchisees that are superior to, or competitive with, other franchisors. In addition, we rely on our franchisees and the manner in which they operate their locations to develop and future franchise and vending machine sales. If we are unable to provide our franchisees with adequate benefits, or if any significant number of our franchisees are not successful, we may be unable to sell franchises and vending machines to new franchisees or maintain or renew our contractual relationships with existing franchisees, causing our business, financial condition and results of operations to suffer.

As a franchisor, we are subject to federal and state regulations in the various jurisdictions in which we desire to sell franchises and have existing franchisees.  We are required to register a Franchise Disclosure Document (FDD), or offering prospectus, in 13 states, normally with the state agency that oversees the sale of securities in that state, and provide detailed and complete pre-sale disclosures in our FDD to our franchisee candidates with whom we propose to enter into franchise agreements before we can sell our franchises and vending machines.  In 2011 and 2012, we were notified by six of the states in which we do business of investigations of our franchise sales in those states and in 2012 two of those states determined that our franchise disclosure documents were seriously deficient in certain disclosures they deemed were required by their franchise laws.  

We have limited control over our franchisees and our franchisees could take actions that could harm our business.  Franchisees are independent and are not our employees.  We do not exercise control over their day-to-day operations. We provide training and support to franchisees, but the success and efficiency of operations may be diminished by any number of factors beyond our control. Consequently, franchisees may not successfully operate vending routes in a manner consistent with our standards and requirements, with practices spelled out by regulations of the jurisdictions in which they operate or may not hire and train qualified personnel. If franchisees do not meet our standards and requirements, our image and reputation, and the image and reputation of other franchisees, may suffer materially and system-wide sales could decline significantly.

Franchisees, as independent business operators, may from time to time disagree with us and our strategies regarding the business or our interpretation of our and their rights and obligations under franchise and development agreements. This may lead to disputes with our franchisees in the future. These disputes may divert the attention of our management and our franchisees from operating our restaurants and affect our image and reputation and our ability to attract franchisees in the future, which could materially adversely affect our business, financial condition or results of operations.

New information or attitudes regarding diet and health could result in changes in regulations and consumer consumption habits that could adversely affect our results of operations.  Regulations and consumer eating habits may change as a result of new information or attitudes regarding diet and health. Such changes may include federal, state and local regulations that impact the ingredients and nutritional content of the food and beverages we offer. The success of our vending operations is dependent, in part, upon our ability to effectively respond to changes in any consumer health regulations and our ability to adapt our food and beverage offerings to trends in food consumption. If consumer health regulations or consumer eating habits change significantly, we may choose or be required to modify or delete certain offered items, which may adversely affect the attractiveness of our food and beverage offerings to customers on those routes. To the extent we are unwilling or unable to respond with appropriate changes to our food and beverage offerings, it could materially affect consumer demand and have an adverse impact on our business, financial condition or results of operations.

Government regulation and consumer eating habits may impact our business as a result of changes in attitudes regarding diet and health or new information regarding the adverse health effects of consuming certain foods and the ingredients within them. These changes have resulted in, and may continue to result in, laws and regulations requiring us to disclose the nutritional content of our food offerings, and they have resulted, and may continue to result in, laws and regulations affecting permissible ingredients and menu offerings. An unfavorable report on, or reaction to, the freshness, taste, quality and perceived health promoting ingredients of our food and beverage offerings, or their nutritional content could negatively influence the demand for our offerings.

We have been under the scrutiny of state regulators overseeing franchising and could be subject to sanctions, costly litigation and requirements to refund amounts received for franchises sold in the past. We entered into a settlement agreement with the State of California in March 2013 (the “Settlement”) regarding disclosures that were alleged to be inaccurate and incomplete in our 2010 and 2011 Franchise Disclosure Documents (“FDD”).  As part of the Settlement, we agreed to amend our FDD to include more comprehensive disclosures and to offer our California franchisees the right to rescind their franchise agreements. Any California franchisee that accepts the offer of rescission is entitled to a refund of its initial franchise fees and the depreciated market value of its vending machines. See "Legal Proceedings" below.

-10-

During May 2013, we received a demand for rescission of a franchise agreement and the payment of $120,000 from a franchisee in the state of Oregon.  The basis of the franchisee’s demand for refund and rescission was an alleged incomplete disclosure in our FDD.  We are currently in discussions with the franchisee and believe a settlement of the claim for a reduced amount may be obtained although a final settlement and agreement of terms remains pending.  

If we are required to refund amounts in excess of those that we have forecast, suffer substantial non-forecasted fines or other franchise offering restrictions from state regulators, are subject to expensive litigation or agree to enter into costly settlement agreements in order to discharge liabilities as a result of past business practices, we may be unable to marshal the resources to satisfy such obligations.  This would adversely affect our business, financial condition and results of operations and an investor could suffer the loss of a substantial portion or all of his investment.  

FINANCIAL RISKS

If we cannot maintain profitable operations, we will need to raise additional capital to continue our operations, which may not be available on commercially reasonable terms, or at all, and which may dilute your investment. We currently estimate based on a preliminary closing of our accounting records that we incurred a net loss for the six months ended June 30, 2013.  Returning to profitability will require us to increase our revenues and manage our product, operating and administrative expenses. We cannot guarantee that we will be successful in reestablishing profitability. If we are unable to generate sufficient revenues to pay our expenses and our existing sources of cash and cash flows are otherwise insufficient to fund our activities, we will need to raise additional funds to continue our operations. We do not have any arrangements in place for additional funds. If needed, those funds may not be available on favorable terms, or at all. Furthermore, if we issue equity or debt securities to raise additional funds, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. If we are unsuccessful in achieving profitability, and we cannot obtain additional funds on commercially reasonable terms or at all, we may be required to curtail significantly or cease our operations, which could result in the loss of all of your investment in our stock.

Our financial statements have been prepared assuming that the Company will continue as a going concern. We estimate that we suffered a net loss for the six months ended June 30, 2013.  We also have limited working capital. Should we continue to experience net losses and should we lack sufficient working capital, this could raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from this uncertainty. If we cannot generate the required revenues and gross margin to achieve profitability or obtain additional capital on acceptable terms, we will need to substantially revise our business plan or cease operations and an investor could suffer the loss of a significant portion or all of his investment in our Company.  

Should we be successful in growing our revenues according to our operating plans, we may not be able to manage our growth effectively, which could adversely affect our operations and financial performance. The ability to manage and operate our business as we execute our growth strategy will require effective planning. Significant rapid growth could strain our internal resources, leading to a lower quality of customer service, reporting problems and delays in meeting important deadlines resulting in loss of market share and other problems that could adversely affect our financial performance. Our efforts to grow could place a significant strain on our personnel, management systems, infrastructure, liquidity and other resources. If we do not manage our growth effectively, our operations could be adversely affected, resulting in slower growth, critical shortages of cash and a failure to achieve or sustain profitability.

We do not expect to pay dividends for the foreseeable future, and we may never pay dividends and, consequently, the only opportunity for investors to achieve a return on their investment is if a trading market develops and investors are able to sell their shares for a profit or if our business is sold at a price that enables investors to recognize a profit.  We currently intend to retain any future earnings to support the development and expansion of our business and do not anticipate paying cash dividends for the foreseeable future. Our payment of any future dividends will be at the discretion of our Board of Directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our common stock may be limited by state law. Accordingly, we cannot assure investors any return on their investment, other than in connection with a sale of their shares or a sale of our business. At the present time there is a limited trading market for our shares. Therefore, holders of our securities may be unable to sell them. We cannot assure investors that an active trading market will develop or that any third party will offer to purchase our business on acceptable terms and at a price that would enable our investors to recognize a profit.

-11-

Our net operating loss (“NOL”) carry-forward is limited.  We have recorded a valuation allowance on our acquiring company amounting to our entire net deferred tax asset balance due to our lack of a history of earnings, possible statutory limitations on the use of tax loss carry-forwards generated in the past and the future expiration of our NOL.  This gives rise to uncertainty as to whether the net deferred tax asset is realizable.  Internal Revenue Code Section 382, and similar California rules, place a limitation on the amount of taxable income that can be offset by carry-forwards after a change in control (generally greater than a 50% change in ownership).  As a result of these provisions, it is likely that given our acquisition of FHV-Cal, future utilization of the NOL will be severely limited.  Our inability to use our Company’s historical NOL, or the full amount of the NOL, would limit our ability to offset any future tax liabilities with its NOL.

CORPORATE AND OTHER RISKS

Our executive officers, directors and principal stockholders beneficially own or control a substantial portion of our outstanding common stock, which may limit your ability and the ability of our other stockholders, whether acting alone or together, to propose or direct the management or overall direction of our Company. Additionally, this concentration of ownership could discourage or prevent a potential takeover of our Company that might otherwise result in an investor receiving a premium over the market price for his shares. A substantial portion of our outstanding shares of common stock is beneficially owned and controlled by a group of insiders, including our directors and executive officers. Accordingly, our principal stockholder together with our directors, executive officers and insider shareholders would have the power to control the election of our directors and the approval of actions for which the approval of our stockholders is required. If you acquire shares of our common stock, you may have no effective voice in the management of our Company.  Such concentrated control of our Company may adversely affect the price of our common stock. Our principal stockholders may be able to control matters requiring approval by our stockholders, including the election of directors, mergers or other business combinations. Such concentrated control may also make it difficult for our stockholders to receive a premium for their shares of our common stock in the event we merge with a third party or enter into different transactions which require stockholder approval. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock.

Our Chief Executive Officer has no prior experience as the Chief Executive Officer of a public company.  To serve in the role of a Chief Executive Officer for a public company, an individual needs to be aware of responsibilities in addition to those shouldered by the leader of a private company.  Among such additional responsibilities, the Chief Executive Officer must be able to communicate fairly and effectively with the stakeholders of a public company, be aware of the controls required to be maintained by a public company and act in accordance with the legal requirements incumbent upon such a leader.  Our Chief Executive Officer’s lack of such experience could increase the danger that we fail to carry out these additional responsibilities effectively and thus materially prejudice our Company and shareholders’ financial interests.  

Our Board of Directors does not contain an independent member and we do not have an Audit Committee.  Good corporate governance practices call for the inclusion of independent members of our Board of Directors.  Independent Board Directors act as a check on management and can assure that it acts in the best interests of all of our Company’s stakeholders.  With our lack of independent Board members, we run a higher risk that our management could make subjective decisions without benefit of more measured independent guidance, rather than for the benefit of all of our shareholders.  An independent Audit Committee qualitatively enhances a company’s internal controls over financial reporting.  Among its functions, independent Audit Committees review the financial reporting, internal controls safeguarding Company assets, interact with auditors, may oversee material financial decisions and provide a sounding board for individuals who believe that there are irregularities in a Company’s accounting policies and procedures.  With our lack of an Audit Committee at this time, we run a greater risk that a significant error or irregularity could occur that could be materially damaging to our shareholders.

Issuances of our authorized preferred stock may make it more difficult for a third party to effect a change-of-control.  Our articles of incorporation authorizes the Board of Directors to issue up to 25,000,000 shares of preferred stock.  The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by the Board of Directors without further action by the stockholders.  These terms may include preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions.  The issuance of any preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of such common stock.  In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party.  The ability of the Board of Directors to issue preferred stock could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change-in-control, which in turn could prevent our stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our common stock.  

-12-

We are dependent for our success on a few key employees and consultants. Our inability to retain these individuals and attract additional people that we will need to maintain and grow our business would impede our business plan and growth strategies.  This would have a negative impact on our business and the value of your investment. Our success depends on the skills, experience and performance of key members of our management team.  Each of those individuals may voluntarily terminate his employment with our Company at any time. Were we to lose one or more of these key individuals, we could be forced to expend significant time and money in the pursuit of a replacement, which would result in both a delay in the implementation of our business plan and the diversion of limited working capital. We do not maintain a key man insurance policy on any of our employees or consultants.

As a result of the acquisition, our operations will incur increased costs of being a public company.  In reviewing our past operations and future prospects, investors should recognize that we will incur significant legal, accounting and other expenses that we did not incur as a private company, particularly if we are no longer an "emerging growth company" as defined under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act"), and the JOBS Act, have created uncertainty for public companies and increased costs and time that boards of directors and management must devote to complying with these rules and regulations. The Sarbanes-Oxley Act and related rules of the U.S. Securities and Exchange Commission, or SEC, and the Nasdaq Global Select Market regulate corporate governance practices of public companies. We expect compliance with these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time and attention from revenue generating activities. For example, we may be required to adopt new internal controls and disclosure controls and procedures. In addition, we will incur additional expenses associated with our SEC reporting requirements.

For as long as we remain an "emerging growth company" as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies." These exceptions provide for, but are not limited to, relief from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, less extensive disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved and an extended transition period for complying with new or revised accounting standards. We may take advantage of these reporting exemptions until we are no longer an "emerging growth company." We may remain an "emerging growth company" for up to five years. To the extent we use exemptions from various reporting requirements under the JOBS Act, we may be unable to realize our anticipated cost savings from those exemptions.

Pursuant to the recently enacted JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as we are an "emerging growth company."  Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we file with the SEC as a public company, and generally requires in the same report a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, under the recently enacted JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until we are no longer an "emerging growth company." We could be an "emerging growth company" for up to five years.

CAPITAL MARKET RISKS

No immediate active trading market is likely to develop following the acquisition transaction with FHV-Cal so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares. There is no market trading activity in our stock and we are too small to attract the interest of many brokerage firms and analysts. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained. While we are listed for trading on OTC Markets, the trading volume that can develop may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in OTC stocks and certain major brokerage firms restrict their brokers from recommending OTC stocks because they are considered speculative, volatile, thinly traded and the market price of the common stock may not accurately reflect the underlying value of our company.  The market price of our common stock could be subject to wide fluctuations in response to quarterly variations in our revenues and operating expenses, announcements of new products or services by us, significant sales of our common stock, including “short” sales, the operating and stock price performance of other companies that investors may deem comparable to us, and news reports relating to trends in our markets or general economic conditions.

-13-

The application of the “penny stock” rules to our common stock could limit the trading and liquidity of the common stock, adversely affect the market price of our common stock and increase your transaction costs to sell those shares.  As long as the trading price of our common stock is below $5 per share, the open-market trading of our common stock will be subject to the “penny stock” rules, unless we otherwise qualify for an exemption from the “penny stock” definition. The “penny stock” rules impose additional sales practice requirements on certain broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). These regulations, if they apply, require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive such purchaser’s written agreement to a transaction prior to sale. These regulations may have the effect of limiting the trading activity of our common stock, reducing the liquidity of an investment in our common stock and increasing the transaction costs for sales and purchases of our common stock as compared to other securities. The stock market in general and the market prices for penny stock companies in particular, have experienced volatility that often has been unrelated to the operating performance of such companies. These broad market and industry fluctuations may adversely affect the price of our stock, regardless of our operating performance.  Stockholders should be aware that, according to Securities and Exchange Commission (“SEC”) Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include 1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; 2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; 3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; 4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and 5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence of these patterns or practices could increase the volatility of our share price.

We may not be able to attract the attention of major brokerage firms, which could have a material adverse impact on the market value of our common stock. Security analysts of major brokerage firms may not provide coverage of our common stock since there is no incentive to brokerage firms to recommend the purchase of our common stock. The absence of such coverage limits the likelihood that an active market will develop for our common stock. It will also likely make it more difficult to attract new investors at times when we require additional capital.

We may be unable to list our common stock on NASDAQ or on any securities exchange. Although we may apply to list our common stock on NASDAQ or on the NYSE MKT LLC, formerly known as the American Stock Exchange (AMEX) in the future, we cannot assure you that we will be able to meet the initial listing standards, including the minimum per share price and minimum capitalization requirements, or that we will be able to maintain a listing of our common stock on either of those or any other trading venue. Until such time as we qualify for listing on NASDAQ, the AMEX or another trading venue, our common stock will continue to trade on OTC Markets or another over-the-counter quotation system where an investor may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, rules promulgated by the SEC impose various practice requirements on broker-dealers who sell securities that fail to meet certain criteria set forth in those rules to persons other than established customers and accredited investors.  Consequently, these rules may deter broker-dealers from recommending or selling our common stock, which may further affect the liquidity of our common stock. It would also make it more difficult for us to raise additional capital.

Future sales of our equity securities could put downward selling pressure on our securities, and adversely affect the stock price.  There is a risk that this downward pressure may make it impossible for an investor to sell his or her securities at any reasonable price, if at all. Future sales of substantial amounts of our equity securities in the public market, or the perception that such sales could occur, could put downward selling pressure on our securities, and adversely affect the market price of our common stock.

-14-

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated.  The discussion should be read in conjunction with our financial statements and the notes presented herein.  In addition to historical information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed herein and any other periodic reports (to be) filed with the Securities and Exchange Commission.

Overview and Financial Condition

Discussions with respect to our Company’s operations included herein refer to our operating subsidiary, FHV- LLC.  Effective as of July 19, 2013 our Company acquired all assets of FHV-Cal which included FHV-LLC in a transaction accounted for as a reverse acquisition.  With the sale of the GEEM Business under the Indemnity Agreement effective July 22, 2013, our continuing operations are those of FHV-Cal.  Information with respect to our Company’s operations prior to the FHV Acquisition is not included herein.  

Results of Operations

2012 compared to 2011

Revenues

Our Company had revenues totaling $10,137,088 for the year ended December 31, 2012, compared to total revenues of $6,744,968 for the year ended December 31, 2011.  This represented an increase of $3,392,120 or 50.3%.  The detail of our revenues was as follows:

	2012	2011	Change	% Change
Revenues
Vending machine sales, net	$    9,202,823	$    6,233,228	$    2,969,595	47.6 %
Franchise fees	760,000	482,500	277,500	57.5 %
Company owned machines	105,070	12,053	93,017	771.7 %
Food and beverage sales	69,195	17,187	52,008	302.6 %
	$  10,137,088	$    6,744,968	$    3,392,120	50.3 %

Sales of vending machines were up $2,969,595 or 47.6% in 2012 over 2011 due to our increase in franchisees from 103 at the end of 2011 to 145 at December 31, 2012.  This 40.8% increase in the number of franchisees with our Company also accounted for our increased franchise fees during 2012.  Revenues from machines owned directly by our Company increased due to an initiative in 2012 to retain ownership over a portion of our machines and locations that were previously placed with franchisees.  

Cost of revenues

Cost of revenues related to vending machines was up $1,303,889 or 45.7% to $4,158,839 in 2012 from $2,854,950 in 2011.  The increase was in line with our increase in vending machine sales over the same comparable periods.  Cost of revenues from Company owned machines was up $81,970 or 239.0% from 2011 to 2012 ($34,298 and $116,268, respectively).  We currently report negative gross margins from Company owned machines due to the small number of such machines and their related revenues.  

Gross margin

Gross margin for 2012 was $5,861,981 compared to $3,855,720 in 2011, an increase of $2,006,261 or 52%.  

-15-

Selling and marketing expenses

Selling and marketing expenses totaled $900,174 in 2012 compared to $686,928 in 2011 (an increase of $213,246 or 31.0%).  The major components of selling and marketing expenses were as follows:

	2012	2011	Change	% Change
Selling and marketing
Marketing and advertising	$       643,985	$       441,726	$       202,259	45.8 %
Franchise sites	122,268	178,625	(56,357)	(31.6)%
Radio advertising	100,132	5,349	94,783	1772.0 %
Other	33,789	61,228	(27,439)	(44.8)%
	$       900,174	$       686,928	$       213,246	31.0 %

The overall increases in marketing and advertising (including radio) was due to a new radio campaign launched in 2012.  We also re-launched our online sites and increased our online advertising (primarily through search engines).  Because we attract new franchisees who are unfamiliar with our Company’s offerings through marketing efforts, we expect to spend heavily and therefore incur significant expenses in this area in order to grow our business in accordance with our internal goals and projections.  

General and administrative expenses

General and administrative expenses increased from a total of $2,655,371 in 2011 to $3,617,779 in 2012 (an increase of $962,408 or 36.2%).  The major components of general and administrative expenses were as follows:

	2012	2011	Change	% Change
General and administrative
Location incentive payments	$         82,850	$         45,970	$         36,880	80.2 %
Promotion	96,935	43,567	53,368	122.5 %
Salaries, commissions and benefits	2,275,087	1,475,590	799,497	54.2 %
Consulting	289,913	61,688	228,225	370.0 %
Legal	275,458	309,834	(34,376)	(11.1)%
Rent	117,301	147,785	(30,484)	(20.6)%
Travel	69,776	27,630	42,146	152.5 %
Telecommunications	49,987	49,731	256	0.5 %
Other	360,472	493,576	(133,104)	(27.0)%
	$    3,617,779	$    2,655,371	$       962,408	36.2 %

Our largest increase in general and administrative expenses came from a $799,497 (54.2%) increase in salaries, commissions and benefits.  In addition to increased commissions that resulted from a higher level of sales in 2012 over 2011, we also added new personnel, including a Chief Executive Officer and a new Controller.  Also, since many of our operation’s functions are performed by non-employee consultants, we incurred a nearly five-fold increase in these expenses as well.  We expect personnel related costs to continue to increase in the future as we execute on our plans for growth in franchisees and overall revenues.  Our increased location incentive and promotion expenses resulted from increased benefits given to franchisees, including increased cash payments and food given as incentives.

-16-

Provision for franchisee rescissions

Our provision for franchisee rescissions in 2012 resulted from regulatory actions that were taken against us in two states.  This resulted in our being required to offer certain franchisees in those states the option to rescind their franchise agreements and receive refunds of all or a portion of amounts paid to us for franchise fees and/or vending machine sales.  We recognized a charge totaling $288,210 in 2012 that represented our best estimate of the net amounts due in refunds to the affected franchisees.  

Income from operations

Income from operations increased from $513,421 in 2011 to $1,055,818 in 2012, an increase of $542,397 or 105.6%.  

Provision for income taxes

FHV-LLC operates as a limited liability company and was treated as a partnership for income tax purposes.  It was not subject to federal income taxes.  Accordingly, all tax attributes derived from the operations of FHV-LLC were passed through to its members and were reported on the members’ tax return.  There was no provision for federal income taxes included in our financial statements during the time we operated as a limited liability corporation.  Although our Company was not subject to income taxes, it was liable for various state fees.  Income taxes of $12,590 and $22,603 in 2011 and 2012, respectively, represented state limited liability company fees.  Our provision for income taxes in the future will be significantly higher should we operate profitably.  

Net income

Net income increased from $500,831 in 2011 to $1,033,215 in 2012, an increase of $532,384 or 106.3%.  

2011 compared to 2010

Revenues

Our Company had revenues totaling $6,744,968 for the year ended December 31, 2011, compared to total revenues of $814,271 for the period from February 8, 2010 through December 31, 2010.  This represented an increase of $5,930,697 or 728.3%.  The detail of our revenues was as follows:

	2011	2010	Change	% Change
Revenues
Vending machine sales, net	$    6,233,228	$       743,250	$    5,489,978	738.6 %
Franchise fees	482,500	72,000	410,500	570.1 %
Company owned machines	12,053	-	12,053
Food and beverage sales	17,187	(979)	18,166
	$    6,744,968	$       814,271	$    5,930,697	728.3 %

Sales of vending machines were up in 2011 over 2010 due to our increase in franchisees from 32 at the end of 2010 to 103 at December 31, 2011.  This was an over three-fold increase in the number of franchisees with our Company.  Revenues from franchise fees increased from $72,000 to $482,500 ($410,500 or 570.1%).  The increase in franchise fees was also due to the increase in franchisees and due to the less than full year represented by 2010.  

Cost of revenues

Cost of revenues related to vending machines was up $2,211,614 or 343.8% to $2,854,950 in 2011 from $643,336 in 2010.  The increase was due to the increased number of franchisees added during 2011.    

Gross margin

Gross margin for 2011 was $3,855,720 compared to $170,935 in 2010, an increase of $3,684,785 or 2,156%.  

-17-

Selling and marketing expenses

Selling and marketing expenses totaled $686,928 in 2011 compared to $200,992 for the period February 8, 2010 to December 31, 2010 (an increase of $485,936 or 241.8%).  The major components of selling and marketing expenses were as follows:

	2011	2010	Change	% Change
Selling and marketing
Marketing and advertising	$       441,726	$         70,654	$       371,072	525.2 %
Franchise sites	178,625	110,154	68,471	62.2 %
Radio advertising	5,349	-	5,349
Other	61,228	20,184	41,044	203.3 %
	$       686,928	$       200,992	$       485,936	241.8 %

Increases in all categories of selling and marketing expenses was due to 2010 representing only a partial year’s activity and due to 2010 being the period directly after inception.  

General and administrative expenses

General and administrative expenses increased to a total of $2,655,371 in 2011 from $864,690 in 2010 (an increase of $1,790,681 or 207.1%).  The major components of general and administrative expenses were as follows:

	2011	2010	Change	% Change
General and administrative
Location incentive payments	$         45,970	$           1,000	$         44,970	4497.0 %
Promotion	43,567	3,112	40,455	1300.0 %
Salaries, commissions and benefits	1,475,590	474,028	1,001,562	211.3 %
Consulting	61,688	10,500	51,188	487.5 %
Legal	309,834	112,191	197,643	176.2 %
Rent	147,785	71,516	76,269	106.6 %
Travel	27,630	11,008	16,622	151.0 %
Telecommunications	49,731	22,455	27,276	121.5 %
Other	493,576	158,880	334,696	210.7 %
	$    2,655,371	$       864,690	$    1,790,681	207.1 %

Overall, significant increases from 2010 to 2011 resulted from our only operating our business for about a half a year in 2010.  Promotion represents free products offered to current franchisees for location procurement and can also be used as incentives for prospective franchisees.  Consulting expenses incurred in 2011 arose from services provided our Company for the evaluation of strategic business options.  Legal fees incurred in 2011 were significantly higher than the prior year as they represented costs incurred in connection with our Franchise Disclosure Document and related litigation and negotiations in connection with proposed settlements.  Salaries, commissions and benefits increased due to increased number of personnel hired to support significantly larger operations in 2011.   

Income from operations

Income from operations was $513,421 in 2011 compared to a loss from operations of $492,084 in 2010.  

-18-

Provision for income taxes

Income taxes of $800 and $12,590 in 2010 and 2011, respectively, represented state limited liability company fees.  

Net income (loss)

Net income was $500,831 in 2011 compared to a net loss of $492,884 in 2010.  

The Management Discussion and Analysis for our interim financial results was not included because the interim financial statements were not completed as of the required date for the filing of this Current Report.  Such financial statements and Management Discussion and Analysis will be provided in a subsequent amendment to this Current Report.  

Liquidity and Capital Resources

Through December 31, 2012 we financed our operations through borrowings from our major shareholder, Nicholas Yates.  Beginning April 2013 through June 19, 2013, we issued unsecured 12% short-term notes payable to four lenders in exchange for cash proceeds totaling $275,000.  The notes were unsecured, bore interest at 12% per annum and with the exception of notes repaid totaling $33,333 ($34,212 including accrued interest through the date of repayment), were exchanged for 552,418 shares of our common stock on July 19, 2013.  Included among the notes payable issued were notes with a principal face value totaling $150,000 where the repayment was personally guaranteed by Mr. Yates.

On July 19, 2013, we issued additional notes payable totaling $191,000 to three note holders.  The notes mature 18 months from their date of issuance, bear interest of the rate of 3% per annum (payable semiannually) and may be repaid by our Company prior to their maturity.  The notes are convertible into shares of our common stock at the rate of $1.25 per share at the option of the holder and are subject to mandatory conversion if prior to the maturity date the reported trading price of the shares on their principal market shall close at not less than $1.50 per share for seven trading days within any twenty consecutive trading days.  

With the receipt of net cash proceeds of approximately $1,190,000 from the sale of shares of our common stock on July 19, 2013, we believe that our liquidity and capital resources are sufficient to execute our current business plan over the next 12 months given that our operating results approximate those that we have forecast.  There can be no assurance that we will achieve those forecast levels of operating results.  Should our operating results significantly underperform our forecasts or should we encounter other required uses of cash of which we are not currently aware, we may be required to raise additional cash through the sale of equity or the issuance of debt.  There can be no assurance that we can raise such cash on terms favorable to our existing shareholders or that such cash will be available at all.  

Capital Expenditures

Our current plans include significant capital expenditures for the following operating purposes:

1.

Funding the purchase and operation of corporate owned vending machines (included within our private placement memorandum to investors was a commitment to invest $700,000 for Company owned machines);

2.

Launching an international franchising program; and

3.

Investing in the development of new vending machine technology.

-19-

We also have earmarked significant cash for the repurchase of vending machines and the refund of fees from franchisees that opt and have opted to require us to repurchase and refund these items.  While we currently estimate that the impact of such refunds and repurchases will be significant, they are manageable within our current forecasts.  Should such refunds and repurchases significantly exceed our estimates, or should any of our other forecasted capital expenditures vary substantially from our current plans, we may be required to raise additional funding through the sale of equity or the issuance of additional debt.  There can be no assurance that we will be able to successfully raise such additional funding at terms that we find acceptable or at all.  

Critical Accounting Policies

Please see Note 1 to the accompanying financial statements of Fresh Healthy Vending LLC as of December 31, 2012 and 2011 and the years then ended for a description of our critical accounting policies.  

Off Balance Sheet Arrangements

None.  

DESCRIPTION OF PROPERTY

Our corporate offices are located at 9605 Scranton Road, San Diego, California 92121, where we lease approximately 3,907 square feet of office space. This lease is for a term of 63 months and commenced in May 2010.  The current monthly rental payment including utilities and operating expenses for the facility is approximately $11,000. We believe this facility is in good condition and adequate to meet our current and anticipated requirements.

-20-

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of July 22, 2013, information with respect to the securities holdings of (i) our officers and directors, and (ii) all persons which, pursuant to filings with the SEC and our stock transfer records, we have reason to believe may be deemed the beneficial owner of more than five percent (5%) of the Common Stock.  The securities "beneficially owned" by an individual are determined in accordance with the definition of "beneficial ownership" set forth in the regulations promulgated under the Exchange Act and, accordingly, may include securities owned by or for, among others, the spouse and/or minor children of an individual and any other relative who resides in the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or which each person has the right to acquire within 60 days through the exercise of options or otherwise.  Beneficial ownership may be disclaimed as to certain of the securities.  This table has been prepared based on the number of shares outstanding after giving effect to: (i) the Stock Split (ii) retirement of the shares, effective as of July 22, 2013, delivered to the Company pursuant to the Business Transfer and Indemnity Agreement, (iii) 15,648,278 shares issued in connection with the acquisition of assets from FHV-Cal and (iv) sale of 2,788,369 shares effective July 19, 2013 in a private placement of our securities.  

Name and Address of Beneficial Owner (1)			Amount and Nature of Beneficial Ownership	Percentage of Class Beneficially Owned (2)
Officers and directors
	Nicholas Yates, Director (3)	15,648,278				62.2 %
	Daniel Duval, Director	-				- %
	Cheryl Jackson, Former Director	-				- %
	Alex Kennedy, Chief Executive Officer and Director	-				- %
	Jonathan Shultz, Chief Financial Officer and Treasurer	-				- %
All directors, former directors and executive officers as a group (5 persons)			15,648,278		62.2 %

(1)

Unless otherwise noted, the address is c/o Fresh Healthy Vending, Inc., 9605 Scranton Road, Suite 350, San Diego California 92121.

(2)

Percentage of class beneficially owned is calculated by dividing the amount and nature of beneficial ownership by 25,147,847 shares, deemed to be the total shares of common stock outstanding as of the date of this table.  

(3)

Shares are owned by FHV-Cal which Mr. Yates is the sole director and Chief Executive Officer; FHV-Cal is owned by a trust of which Mr. Yates is the principal beneficiary.  

-21-

MANAGEMENT AND DIRECTORS

Prior to the date of the Acquisition Agreement, our Board of Directors consisted of two directors, our former Chief Executive Officer Daniel Duval and Cheryl Jackson.  The names of our current officers and directors and the incoming directors, as well as certain information about them, are set forth below:

Name

Age

Position

Alex Kennedy

43

Chief Executive Officer, Director

Jonathan Shultz

53

Chief Financial Officer and Treasurer

Nicholas Yates

37

Vice President Corporate Operations, Director

Daniel Duval

50

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

Alex Kennedy is our newly appointed Chief Executive Officer and a member of our Board of Directors.  She has been the Chief Executive Officer of FHV LLC (our wholly owned subsidiary) since February 2013.  Ms. Kennedy served as our Vice President of Franchise Development from December 2011 to February 2013.  From April 2010 to December 2011, Ms. Kennedy served as our Franchise Development Manager.  From September 2007 to April 2010, Ms. Kennedy was the President of Business Development for YoNaturals, Inc. in San Diego, California. From October 2004 to the present, Ms. Kennedy was self-employed as a Realtor in San Diego, California. Ms. Kennedy also served on the Arbitration Board for the North County San Diego Association of Realtors from 2007 to 2011 in San Diego, California.

Jonathan Shultz is our newly appointed Chief Financial Officer.  Mr. Shultz is a financial and IT professional, having over twenty-five years of experience in public accounting and as a senior executive of several public and private firms.  In addition to being our CFO, he also currently serves as the CFO of Neology, Inc. He is also a co-founder and CFO of OnBudget, Inc.  From November 2007 to February 2013, Mr. Shultz was the Chief Financial Officer and Treasurer for the Spend Smart Payments Company in San Diego, California.  Mr. Shultz possesses BS in Accounting and MS in Finance degrees from San Diego State University and is a Certified Public Accountant.

Nicholas Yates is our newly appointed member of our Board of Directors.  Since March 1, 2012, Mr. Yates has been the owner of FHV Cal and oversaw that interest as an advisor to our President and Chief Executive Officer on an as-needed basis in San Diego, California. Between February 2010 and July 8, 2011, Mr. Yates provided consulting services to the Chief Executive Officer of FHV LLC.  From April 2006 to May 2010, Mr. Yates served as the General Manager for FHV Cal. Mr. Yates became Vice President of Corporate Operations of FHV LLC on July 19, 2013 and will be responsible for the development of corporate owned businesses. On March 30, 2007 Mr. Yates filed a Debtor's Petition with the Insolvency and Trustee Service in Australia to declare himself a bankrupt in that country.

Daniel Duval has over 25 years of experience in the sales, advertising and marketing field; and has been responsible for starting a number of successful businesses in his career. After moving to Hawaii in 2002, Mr. Duval originated the sales and marketing for Visitor Magazines on the Big Island, Kauai and Oahu, and was Director of Sales and Marketing.  He founded What to Do Media, in 2006. From 2006 through July 19, 2013, Mr. Duval was the President of our Company.

In evaluating director nominees, our Company considers the following factors:

·

The appropriate size of the Board;

·

Our needs with respect to the particular talents and experience of our directors;

·

The knowledge, skills and experience of nominees;

·

Experience with accounting rules and practices; and

·

The nominees’ other commitments.

Our Company’s goal is to assemble a Board of Directors that brings our Company a variety of perspectives and skills derived from high quality business, professional and personal experience.  Other than the foregoing, there are no stated minimum criteria for director nominees.

-22-

There are no family relationships among any of our officers or directors.  No director is compensated for his or her service on our Board of Directors.  

Corporate Governance

Board Committees

We presently do not have an audit committee, compensation committee or nominating committee or committee performing similar functions.  Our new Board plans to form an audit, compensation and nominating committee in the near future. We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditors and evaluating our accounting policies and systems of internal controls. We envision that the compensation committee will be primarily responsible for reviewing and approving our salary and benefits policies and other compensation of our executive officers. The nominating committee would be primarily responsible for nominating directors and setting policies and procedures for the nomination of directors. The nominating committee would also be responsible for overseeing the creation and implementation of our corporate governance policies and procedures. Until these committees are established, these decisions will continue to be made by our Board of Directors.

Director Independence

The Board has determined that none of our directors is independent as the term "independent" is defined by the rules of NASDAQ Rule 5605.

Involvement in Certain Legal Proceedings

To our knowledge except as may be noted above or under "Legal Proceedings", none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.  

-23-

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods.  No other executive officers received total annual compensation in excess of $100,000.

Fresh Healthy Vending LLC

Change in

Pension

Value and

Non-Qualified.

Deferred

Stock

Option

Non-equity

Compensation

All Other

Salary

Bonus

Awards

Awards

Incentive

Earnings

 Comp.

Total

Position

Year

($)

($)

($)

($)

Comp ($)

($)

($)⁽¹⁾

($)

Alex Kennedy ⁽²⁾

2012

16,769

-

-

-

-

-

176,624

193,393

2011

1,538

-

-

-

-

-

163,776

165,314

Chief Executive Officer from February 2013 to present. Vice President of Franchise Development from December 2011 to February 2013.  Franchise Development Manager from April 2010 to December 2011.       

Jolly Backer ⁽⁴⁾

2012

117,692

-

-

-

-

-

25,180

142,872

2011

120,000

-

-

-

-

-

22,316

142,316

Chief Executive Officer from February 8, 2010 to February 29, 2012.  Chairman from March 1, 2012 to present.    

Daniel Negroni ⁽³⁾

2012

97,500

-

-

-

-

-

196,000

293,500

2011

-

-

-

-

-

-

-

-

Chief Executive Officer from March 1, 2012 to February 15, 2013.  

Maria Troung

2012

103,927

-

-

-

-

-

2,910

111,610

2011

86,731

-

-

-

-

-

13,284

100,015

General Manager from June 19, 2012 to present.    

Nicholas Yates ⁽⁵⁾

2012

-

-

-

-

-

-

375,000

-

2011

49,223

-

-

-

-

-

1,707,039

51,262

Director since July 19, 2013.  Marketing Manager from August 9, 2010 to February 18, 2011.    

(1)

Other compensation includes health insurance reimbursed by our Company on behalf of the individual.  

(2)

Other compensation includes $176,624 paid to corporation controlled by Ms. Kennedy for her consulting services.

(3)

Other compensation includes $196,000 paid to Mr. Negroni as a consultant prior to his hiring.  

(4)

Other compensation includes amounts paid for automobile related expenses totaling $7,861 and $7,062 in 2012 and 2011, respectively.  

(5)

Other compensation includes distributions paid to FHV-Cal on Mr. Yates’ behalf totaling $375,000 and $1,705,000 in 2012 and 2011, respectively.  

Green 4 Media, Inc.

Change in

Pension

Value and

Non-Qualified.

Deferred

Stock

Option

Non-equity

Compensation

All Other

Salary

Bonus

Awards

Awards

Incentive

Earnings

 Comp.

Total

Position

Year ⁽²⁾

($)

($)

($)

($)

Comp ($)

($)

($)

($)

Daniel Duval

2012

7,500

-

-

-

-

-

-

$7,500

2011

-

-

-

-

-

-

-

-

Director.  President/Chief Executive Officer, Chief Financial Officer and Treasurer from June 9, 2011 to July 19, 2013.  

Cheryl Jackson

2012

-

-

-

-

-

-

-

-

2011

-

-

-

-

-

-

-

-

Secretary and a Director from September 1, 2011 to July 19, 2013.  

(6)

For the fiscal years ended August 31^st.  

-24-

Grants of Stock Awards

During 2012 and 2011, there were no grants of plan-based awards to our named executive officers.  

Option Exercises and Stock Vested

During the 2012 and 2011, there were no option exercises or vesting of stock awards to our named executive officers.

Outstanding Equity Awards at Fiscal Year End

None.

Compensation of Directors

None.

-25-

TRANSACTIONS WITH RELATED
PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Transactions with Related Persons

The following includes a summary of transactions occurring since June 2010, in which we were or are a participant and the amount involved exceeded or exceeds $120,000, and in which any related person had or will have a direct or indirect material interest (other than compensation described under "Executive Compensation" above).  We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm's-length transactions.    

·

FHV-LLC advanced funds to FHV Cal.  From January 1, 2013 through July 19, 2013 and for the years ended December 31, 2012 and 2011, we made no interest loans to FHV Cal totaling $12,102, $107,394 and $44,676, respectively.   On July 15, 2013, we forgave outstanding loans due from FHV Cal totaling $142,148 in recognition of consulting services performed by FHV Cal’s sole shareholder, Nicholas Yates.

·

FHV-LLC advanced funds to Nicholas Yates for the period January 1, 2013 through July 19, 2013 and during 2012, 2011 and 2010 totaling $13,426, $11,545, $7,930 and $8,197, respectively.  On July 15, 2013, we forgave outstanding loans due from Mr. Yates totaling $41,098 in recognition of consulting services performed by Mr. Yates.

·

FHV-LLC was advanced funds from FHV Cal during 2010 totaling $22,024.

·

FHV-LLC was advanced funds from a trust controlled by Nicholas Yates during 2012 totaling $60,000.  As of July 19, 2013, $42,000 remains owing to the trust.  

·

In connection with the Acquisition Agreement, we entered into a Business Transfer and Indemnity Agreement dated July 22, 2013 (the “Indemnity Agreement”) with our former Chief Executive Officer Daniel Duval providing for: (1) the sale to Mr. Duval of our business existing on the date of the Indemnity Agreement (the “GEEM Business”); (2) the assumption by Mr. Duval of all liabilities of our Company and the indemnification by Mr. Duval holding our Company harmless for any and all liabilities arising at or before the date of the Indemnity Agreement; (3) the payment to Mr. Duval of $191,000 in cash; and (4) the surrender by Mr. Duval of 1,000,000 shares (pre-split) of our Company’s common stock (all of which shares are to be cancelled by our Company).

Review, approval or ratification of transactions with related persons

We do not have any other special committee, policy or procedure related to the review, approval or ratification of related party transactions.  

Promoters and Control Persons

We did not have any promoters at any time during the past five fiscal years.  

LEGAL PROCEEDINGS

In March 2013, we entered into a settlement agreement (the “Settlement”) with the State of California regarding inaccurate and incomplete disclosures in our 2010 and 2011 Franchise Disclosure Documents (“FDD”).  The Settlement was in response to a complaint brought against our Company in May 2012.  As part of the Settlement, we agreed to amend our FDD to include complete disclosures and to offer our California franchisees the right to rescind their franchise agreements. Any California franchisee that accepts the offer of rescission is entitled to a refund of its initial franchise fees and the depreciated market value of its vending machines.

During May 2013, we received a demand for rescission of a franchise agreement and the payment of $120,000 from a franchisee in the state of Oregon.  The basis of the franchisee’s demand for refund and rescission was incomplete disclosure in our FDD.  We are currently in discussions with the franchisee and believe a settlement of the claim for a reduced amount is likely although a final settlement and agreement of terms remains pending.

-26-

Litigation Relating to FHV Holdings Corp., Formerly Known As YoNaturals, Incorporated, and to Mark Trotter, who is no longer affiliated with FHV-LLC.  

State of Texas v. Mark Trotter, Ryan Pitylak, LeadPlex, PayPerAction, Eastmark Technology, Ltd, et. al. (Case No. 1:2005-cv-00017, United States District Court for the Western District of Texas, Austin Division) was filed on January 13, 2005 under the Texas Deceptive Trade Practices Act, the Texas Electronic Mail Solicitation Act and the federal CAN-SPAM Act, alleging that Mr. Trotter, a former shareholder of FHV-CAL (formerly known as YoNaturals Incorporated), and the other defendants sent unsolicited and misleading e-mails to computer users in Texas and across the country to obtain personal information that the defendants would then sell to others. A permanent injunction was issued on October 1, 2005, ordering the defendants to clearly identify unsolicited commercial advertising in the future and to provide consumers with an opt-out mechanism. Mr.

Trotter was also ordered to pay $40,000 in attorney fees.

Microsoft, Inc. v. Mark Trotter, Ryan Pitylak, LeadPlex, PayPerAction, Eastmark Technology, Ltd, et. al. (Case No. A-05-CA-017-SS, United States District Court for the Western District Court of Texas/Austin District alleging that Mr. Trotter, a former shareholder of FHV-CAL (formerly known as YoNaturals Incorporated), and the other defendants sent unsolicited and misleading e-mails to computer users across the country to obtain personal information that the defendants would then sell to others. A permanent injunction was issued on October 1, 2005 ordering the defendants to clearly identify unsolicited commercial advertising in the future and to provide consumers with an opt-out mechanism.

Australian Competition and Consumer Commission v. Global Prepaid Communications Pty Ltd, In Touch Networks Pty Ltd, Nicholas Yates, Frank Yates, Nicholas Rhodin, Daniel Albert and Russell Fielding (Case No. NSD 328 of 2003, Federal Court of Australia, New South Wales District Registry) was filed on or about June 30, 2003 under Sections 51A and 52 of the Trade Practices Act of 1974 and the Trade Practices (Industry Codes-Franchising) Regulations 1998, alleging that Mr. Yates and the other respondents (defendants) engaged in misleading and deceptive conduct in the operation of a vending machine business and a mobile

telephone business. A default judgment was entered in favor of the Australian Competition and Consumer Commission and against several respondents (defendants), including Mr. Yates, on February 27, 2006 for AUD $3,538,243.94 (approximately US $3,725,000 and on June 5, 2008 for AUD $1,077,673.13 (approximately US $1,139,000)).

Litigation Relating to FHV-LLC and to Mark Trotter and Jolly Backer who are no longer affiliated with FHV-LLC

State of California. On March 18, 2013, FHV-LLC entered into Settlement Agreement, File No. 993-6326 with the State of California, Department of Corporations (the “DOC”). The DOC alleged that we made inaccurate or incomplete disclosures in our 2010 and 2011 Franchise Disclosure Documents regarding our business experience and the business experience of our directors and managers, regarding the litigation history of Mr. Trotter, a former shareholder of FHV-CAL, and Mr. Yates, and regarding the bankruptcy history of Mr. Trotter and Mr. Yates and sold franchises in the State of California without proper Franchise Disclosure Documents. FHV, without admitting or denying the DOC’s allegations, agreed to desist and refrain from making material misrepresentations or omissions in franchise registration applications filed with the DOC, to notify the DOC of material changes that are made to its registered franchise offers, to offer its California franchisees the right to rescind their Franchise Agreements, to pay to the California franchisees who accepted FHV’s offer of rescission, a refund of their initial franchise fees and the depreciated market value of their vending machines in exchange for the termination of their Franchise Agreements and the return of their vending machines, and to waive its rights to a hearing and judicial review of this matter.

State of Washington. On May 24, 2012, FHV-LLC and Jolly Backer, the former Chairman of our Board of Directors, entered into Consent Order S-11-0712-12-CO01 with the State of Washington, Department of Financial Institutions, Securities Division. The Division alleged that we made inaccurate or incomplete disclosures in our 2010 and 2011 Franchise Disclosure Documents regarding our business experience and the business experience of our directors and managers, regarding the litigation history of Mr. Trotter, a former shareholder of FHV-CAL, and Mr. Yates, and regarding the bankruptcy history of Mr. Backer and sold one franchise in the State of Washington with our prior Franchise Disclosure Documents. FHV-LLC and Mr. Backer, without admitting or denying the State’s findings of fact or conclusions of law, agreed in the Consent Order to cease and desist from the offer and sale of franchises in violation of the Washington Franchise Investment Protection Act, to pay the Securities Division $5,000 for its costs of investigation of the matter, and to waive their rights to a hearing and judicial review of this matter. In addition, on May 24, 2012, FHV-CAL, formerly known as YoNaturals, Incorporated, Mr. Trotter, a former shareholder of FHV-CAL, and Mr. Yates entered into Consent Order S-12-0911-12-CO01 with the State of Washington, Department of Financial Institutions, Securities Division. The Division alleged that between 2007 – 2009, FHV-CAL, Mr. Trotter, a former shareholder of FHV-CAL, and Mr. Yates offered and sold business opportunities in Washington without a registered disclosure document and without providing their purchasers with a disclosure document. FHV-CAL, Mr. Trotter and Mr. Yates, without admitting or denying the State’s findings of fact or conclusions

-27-

of law, agreed in the Consent Order to cease and desist from the offer and sale of business opportunities in violation of the Business Opportunity Fraud Act of the State of Washington, to pay the Securities Division $3,000 for its costs of investigation of the matter, and to waive their rights to a hearing and judicial review of this matter.

Ross Horn v. Fresh Healthy Vending, LLC, Fresh Healthy Vending Holding Company, Inc., Nicholas Yates, Mark Trotter, Jolly Backer, Todd William London and Maria Truong, et. al. (Case No. 37-2013-00057717-CU-CO-CTL, Superior Court of California, County of San Diego) was filed on July 16, 2013. Mr. Horn, a FHV-LLC franchisee, filed a Complaint for rescission of his Franchise Agreement and for restitution and damages, alleging violations.

From time to time, we may in addition become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.

MARKET PRICE AND DIVIDENDS ON OUR COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is quoted on the OTC Bulletin Board under the symbol “GEEM.”  However, our common stock has not traded since our inception.  Accordingly, there is no active market for our securities and no assurance can be given that an active trading market will develop.      

Holders

As of July 19, 2013, we had approximately 43 shareholders of record of our common stock and 25,147,847 shares outstanding after giving effect to the stock split and completing the transactions with Daniel Duval described in Item 1.01 above.

Dividends

We have never declared or paid a cash dividend.  Any future decisions regarding dividends will be made by our Board of Directors.  We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.  Our Board of Directors has complete discretion on whether to pay dividends, subject to the approval of our stockholders.  Even if our Board of Directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board of Directors may deem relevant.  

RECENT SALES OF UNREGISTERED SECURITIES

Reference is made to the disclosure set forth under Item 3.02 of this Current Report, which disclosure is incorporated by reference into this section.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 100,000,000 shares of $.001 par value common stock and 25,000,000 shares of $.001 par value preferred stock.  We are incorporated in the state of Nevada.  

Common Stock

We are authorized to issue up to 100,000,000 shares of common stock, $.001 par value.  Each share of common stock entitles a stockholder to one vote on all matters upon which stockholders are permitted to vote.  Common stock does not confer on the holder any preemptive right or other similar right to purchase or subscribe for any additional securities issued by us and is not convertible into other securities.  No shares of common stock are subject to redemption or any sinking fund provisions.  All the outstanding shares of our common stock are fully paid and non-assessable.  Subject to the rights of the holders of the preferred stock, the holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our Board of Directors.  In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to receive, ratably, the net assets available to stockholders after payment of all creditors and any liquidation preference on outstanding preferred stock.

-28-

Preferred Stock

We may issue up to 25,000,000 shares of preferred stock, $.001 par value in one or more classes or series within a class as may be determined by our Board of Directors, who may establish, from time to time, the number of shares to be included in each class or series, may fix the designation, powers, preferences and rights of the shares of each such class or series and any qualifications, limitations or restrictions thereof.  Any preferred stock so issued by the Board of Directors may rank senior to the common stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up of us, or both.  

No shares of preferred stock are currently outstanding.  The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of our outstanding voting stock.  

Transfer Agent and Registrar

Our common shares are issued in registered form.  VStock, LLC, 77 Spruce Street, Suite 201, Cedarhurst, NY 11516, Telephone: (212) 828-8436 is the registrar and transfer agent for our common shares.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our bylaws provide for the indemnification of our directors to the fullest extent permitted by the Nevada General Corporation Law and may, if and to the extent authorized by our Board of Directors, so indemnify our officers and any other person whom we have the power to indemnify against liability, reasonable expense or other matter.  This indemnification policy could result in substantial expenditure by us, which we may be unable to recoup.  

Insofar as indemnification by us for liabilities arising under the Exchange Act may be permitted to our directors, officers and controlling persons pursuant to provisions of the Certificate of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy and is, therefore, unenforceable.  In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Exchange Act and will be governed by the final adjudication of such issue.  

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None.  

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(a)

Financial Statements

Filed at the end of this Current Report are the audited financial statements of Fresh Healthy Vending LLC for the years ended December 31, 2012 and 2011.  Also filed at the end of this Current Report are the audited financial statements of Green 4 Media, Inc. for the years ended August 31, 2012 and 2011.  

(d) Exhibits

Exhibit No.

Description

2.1

Reorganization and Asset Acquisition Agreement, dated July 19, 2013, among the Company, FHV-FHV Acquisition Corp and the FHV-Holdings Corp. shareholders.

10.1

Business Transfer and Indemnity Agreement, dated July 22, 2013, between the Company and Daniel Duval.

21.1

List of subsidiaries

-29-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  

Date: July 25, 2013

Green 4 Media, Inc.

/s/ ALEX KENNEDY

By: Alex Kennedy

Chief Executive Officer

/s/ JONATHAN SHULTZ

By: Jonathan Shultz

Chief Financial Officer

-30-

INDEX TO FINANCIAL STATEMENTS

Fresh Healthy Vending LLC Annual Audited Financial Statements

Report of Independent Registered Public Accounting Firm

Balance Sheets at December 31, 2012 and 2011

Statements of Operations and Changes in Members’ Deficit for the years ended December 31, 2012 and 2011

Statements of Cash Flows for the years ended December 31, 2012 and 2011

Notes to Financial Statements

Green 4 Media, Inc. Annual Audited Financial Statements

Report of Independent Registered Public Accounting Firm

Balance Sheets at August 31, 2012 and 2011

Statements of Operations for the year ended August 31, 2012, from June 8, 2011 (Inception) to August 31, 2011 and cumulative from June 8, 2011 (inception) to August 31, 2012  

Statement of Changes in Stockholders’ Equity for the year ended August 31, 2012, from June 8, 2011 (Inception) to August 31, 2011 and cumulative from June 8, 2011 (inception) to August 31, 2012  

Statements of Cash Flows for the year ended August 31, 2012, from June 8, 2011 (Inception) to August 31, 2011 and cumulative from June 8, 2011 (inception) to August 31, 2012  

Notes to the Financial Statements

Fresh Healthy Vending LLC Interim Unaudited Financial Statements

The interim financial statements were not completed as of the required date for the filing of this Current Report.  Such financial statements will be provided in a subsequent amendment to this Current Report.  

Green 4 Media, Inc. Interim Unaudited Financial Statements

Balance Sheets at May 31, 2013 and August 31, 2012

Statements of Operations for the three and nine months ended May 31, 2013 and 2012 and from Inception (June 8, 2011) to May 31, 2013  

Statements of Cash Flows for the nine months ended May 31, 2013 and 2012 and from Inception (June 8, 2011) to May 31, 2013  

Notes to Financial Statements

F - 1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and
Shareholders of Fresh Healthy Vending LLC

We have audited the accompanying balance sheets of Fresh Healthy Vending LLC as of December 31, 2012 and 2011, and the related statements of operations, changes in members’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2012.  Fresh Healthy Vending LLC’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fresh Healthy Vending LLC as of December 31, 2012, and 2011, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

/s/ PKF

San Diego, California

PKF

June 20, 2013

Certified Public Accountants

A Professional Corporation

F - 2

FRESH HEALTHY VENDING LLC

BALANCE SHEETS

DECEMBER 31, 2012 AND 2011

				2012		2011
Assets
Current assets:
	Cash		$	248,832	$	447,245
	Accounts receivable, net			2,104,452		2,785,444
	Deferred costs			413,339		1,243,450
	Inventories			52,001		43,080
	Amounts due from related parties			157,718		38,779
	Prepaid expenses and other current assets			10,939		-
		Total current assets		2,987,281		4,557,998
Property and equipment:
	Vending machines			66,924		162,693
	Computer equipment and software			80,969		15,730
	Leasehold improvements			63,500		63,500
	Furniture			36,663		36,663
	Vehicle			12,645		9,340
				260,701		287,926
	Less accumulated depreciation and amortization			(69,203)		(47,648)
				191,498		240,278
Deposits				12,542		21,569
Total assets			$	3,191,321	$	4,819,845
Liabilities and Members' Deficit
Current liabilities:
	Accounts payable and accrued liabilities		$	316,920	$	664,433
	Customer advances and deferred revenues			3,883,270		6,374,122
	Franchisee refunds due			389,464		220,300
	Provision for franchisee rescissions			288,210		-
	Accrued personnel expenses			63,974		11,740
	Amounts due to related parties			60,000		-
	Deferred rent			46,394		64,376
		Total current liabilities		5,048,232		7,334,971
Commitments and contingencies (Notes 1, 6 and 7)
Members' deficit (all preferred)				(1,856,911)		(2,515,126)
Total liabilities and members' deficit			$	3,191,321	$	4,819,845
	See accompanying notes to the financial statements.

F - 3

FRESH HEALTHY VENDING LLC

STATEMENTS OF OPERATIONS AND CHANGES IN MEMBERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

			2012		2011
Revenues:
	Vending machine sales, net	$	9,202,823	$	6,233,228
	Franchise fees		760,000		482,500
	Company owned machines		105,070		12,053
	Agency sales (net) and other		69,195		17,187
			10,137,088		6,744,968
Cost of revenues:
	Vending machine sales, net		4,158,839		2,854,950
	Company owned machines		116,268		34,298
			4,275,107		2,889,248
Gross margin			5,861,981		3,855,720
Operating expenses:
	Selling and marketing		900,174		686,928
	General and administrative		3,617,779		2,655,371
	Provision for franchisee rescissions		288,210		-
			4,806,163		3,342,299
Income from operations			1,055,818		513,421
Provision for income taxes			22,603		12,590
Net income			1,033,215		500,831
Members' deficit at beginning of year			(2,515,126)		(1,310,957)
Less member distributions			(375,000)		(1,705,000)
Members' deficit at end of year		$	(1,856,911)	$	(2,515,126)
	See accompanying notes to the financial statements.

F - 4

FRESH HEALTHY VENDING LLC

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

					2012		2011
Cash flows from operating activities:
	Net income			$	1,033,215	$	500,831
	Adjustments to reconcile net income to net cash flows from operating activities:
		Depreciation and amortization			54,928		36,490
		Bad debt expense			25,000		-
		Provision for franchisee rescissions			288,210		-
		Gain on sales of property and equipment			(46,116)		-
		Deferred rent			(17,982)		876
		Changes in operating assets and liabilities:
			Accounts receivable		655,992		(1,694,775)
			Deferred costs		830,111		(950,528)
			Inventories		(8,921)		(43,080)
			Prepaid expenses and other assets		(10,939)		13,567
			Deposits		9,027		(7,657)
			Accounts payable and accrued liabilities		(347,513)		167,819
			Customer advances and deferred revenues		(2,490,852)		3,995,222
			Accrued personnel expenses		52,234		11,740
			Franchisee refunds due		169,164		220,300
		Cash flows from operating activities			195,558		2,250,805
Cash flows from investing activities:
	Purchases of property and equipment				(243,663)		(137,230)
	Sales of property and equipment				283,631		-
	Amounts advanced to related parties				(118,939)		(30,582)
		Cash flows from investing activities			(78,971)		(167,812)
Cash flows from financing activities:
		Amounts received from related parties			60,000		(22,024)
		Member distributions			(375,000)		(1,705,000)
		Cash flows from financing activities			(315,000)		(1,727,024)
Change in cash					(198,413)		355,969
Cash, beginning of year					447,245		91,276
Cash, end of year				$	248,832	$	447,245
Supplemental disclosure of cash flow information:
	Cash paid for:
		Income taxes		$	22,603	$	12,590
	See accompanying notes to the financial statements.

F - 5

Fresh Healthy Vending LLC

Notes to Consolidated Financial Statements

1.

Organization and summary of significant accounting policies

Fresh Healthy Vending LLC (“we” or “our Company”) was formed as a limited liability company in California in 2010 as a franchisor of healthy drinks and snack vending machines that features cashless payment devices and remote monitoring software. The Company uses in-house location specialists that are responsible for securing locations for the franchisees and has a nationwide product distribution chain.

Our Company’s existence is not scheduled to terminate on a date specified within its operating agreement.  Our limited liability company documents filed with the State of California specifies a limit of liability for all of its members.  

Basis of accounting

Our financial statements are prepared in conformity with generally accepted accounting principles of the United States of America.

Use of estimates

The preparation of our Company’s financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenues, costs and expenses during the reporting period.  Actual results could differ significantly from those estimates.  

Significant estimates include our provisions for bad debts and franchisee rescissions and it is at least reasonably possible that a change in the estimates will occur in the near term.  

Revenue recognition

We recognize revenues and associated costs in connection with franchisees at the time that we have substantially performed or satisfied all material services or conditions relating to the franchise agreement.  We consider substantial performance to have occurred when: 1) no remaining obligations remain unfulfilled under the franchise agreement; 2) there is no intent to refund any cash received or to forgive any unpaid amounts due from franchisees; 3) all of the initial services spelled out in the franchise agreement have been performed; and 4) we have met all other material conditions or obligations.  Amounts invoiced to franchisees for which we have not met these criteria for revenue recognition along with the related costs incurred therewith are accounted for as customer deposits and deferred revenues and deferred costs in the accompanying balance sheets, respectively. Revenues and expenses from product sales to franchisees are roughly equivalent and are accounted for on a net basis in the accompanying statements of operations as agency sales, net. Royalty fees are recognized as revenue when earned.  Advertising fees are recorded as a liability until marketing expenditures are incurred.  

Cash and cash equivalents

We consider all investments with an original maturity of three months or less to be cash equivalents.  When present, cash equivalents primarily represent funds invested in money market funds, bank certificates of deposit and U.S. government debt securities whose cost equals fair market value.  We had no cash equivalents at December 31, 2012 or 2011.  We may maintain our cash and cash equivalents in amounts that exceed federally insured limits.  We have not experienced any losses with respect to cash and we believe our Company is not exposed to any significant credit risk with respect to our cash.

Accounts receivable, net

Accounts receivable arise primarily from invoices for customer deposits and are carried at their estimated collectible amounts, net of any estimated allowances for doubtful accounts.  We grant unsecured credit to our customers deemed credit worthy.  Ongoing credit evaluations are performed and potential credit losses estimated by management are charged to operations on a regular basis.  At the time any particular account receivable is deemed uncollectible, the balance is charged to the allowance for doubtful accounts.  Our allowance for doubtful accounts totaled $25,000 at December 31, 2012 (there was no allowance for doubtful accounts at December 31, 2011).

Inventories

Inventories consists of purchased food and beverages in Company owned vending machines and vending machine parts held for resale and is valued at the lower of cost or market, with cost determined using the average cost method.

F - 6

Fresh Healthy Vending LLC

Notes to Consolidated Financial Statements

Property and equipment

Property and equipment consists primarily of Company owned vending machines, computer and office equipment and software used in our operations.  Property and equipment is carried at cost and depreciated using the straight-line method over their estimated useful lives of the individual assets (generally five to seven years).  Leasehold improvements are amortized over the lesser of the term of the related lease or the estimated useful life of the asset (63 months).  Costs incurred for maintenance and repairs are expensed as incurred and expenditures for major replacements and improvements are capitalized and depreciated over their estimated remaining useful lives. Depreciation and amortization expense for the years ended December 31, 2012 and 2011 totaled $54,928 and $36,490, respectively.  

Impairment of long-lived assets

We record impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the estimated fair value of the assets.  There were no impairments of long-lived assets in either 2012 or 2011.  

Deferred rent

We entered into an operating lease for our corporate offices in San Diego that contains provisions for future rent increases, leasehold improvement allowances and rent abatements. We record monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months of the lease term. The difference between the rent expense recorded and the amount paid is credited or charged to deferred rent, which is reflected as a separate line item in the accompanying balance sheets.  Additionally, the Company recorded as deferred rent the cost of the leasehold improvements paid by the landlord, which is amortized on a straight-line basis over the term of the lease.

Advertising

We expense advertising costs as incurred.  We have no existing arrangements under which we provide or receive advertising services from others for any consideration other than cash.  Advertising expense totaled $575,885 and $515,548 during 2012 and 2011, respectively.

Freight costs and fees

Outbound freight charged to customers is recorded as revenue.  The related outbound freights costs are considered period costs and charged to cost of revenues.  Outbound freight costs charged to customers totaled $71,551 and $31,000 for the years ended December 31, 2012 and 2011, respectively.

Income taxes

Our Company is classified as a partnership for income tax purposes and therefore is not subject to federal income taxes.  Accordingly, all tax attributes derived from the operations of our Company are passed through to our members and are reported on the members’ tax return.  There is no provision for federal income taxes included in our Company’s financial statements.  Although our Company is not subject to income taxes, it is liable for various state fees.  Income taxes reported on the accompanying statements of operations represent state limited liability company fees.  

We review and evaluate tax positions within our Company’s major jurisdictions and determine whether or not there are uncertain tax positions that require financial statement recognition.  Our Company recognizes uncertain tax positions if it is more likely than not to be sustained upon examination by the applicable taxing authority, including the resolution of any related appeals or litigation processes, based on the technical merits of the position.  We measure tax liabilities as the largest amount of liability that is greater than fifty percent likely of being realized upon ultimate settlement, which could result in our Company recording a tax liability that would increase members’ deficit.  

Income Taxes (continued)

As of December 31, 2012 and 2011, no reserves for uncertain tax positions were required to be recorded for any of our Company’s open tax years.  Our Company is not subject to examination by U.S federal and state tax authorities for tax years prior to our inception in 2010.  Our Company’s policy is to recognize interest and penalties on unrecognized tax liabilities in income tax expense within the statements of operations.  We did not recognize any interest and penalties for the years ended December 31, 2012 and 2011.  We are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax liabilities will change materially

F - 7

Fresh Healthy Vending LLC

Notes to Consolidated Financial Statements

within 12 months subsequent to December 31, 2012.  As a result, no other income tax liability or expense has been recorded in the accompanying financial statements.  

Litigation

From time to time, we may become involved in litigation and other legal actions.  We estimate the range of liability related to any pending litigation where the amount and range of loss can be estimated.  We record our best estimate of a loss when the loss is considered probable.  Where a liability is probable and there is a range of estimated loss with no best estimate in the range, we record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated.

Additionally, our Company is subject to state review of our Franchise Disclosure Documents included with franchise agreements we enter into.  Such state review could lead to our Company being prohibited from entering into franchising agreements with the reviewing state.  

2.

Profit and loss allocation to members

Our Company has 100 common units outstanding and 100 preferred units outstanding.  As of December 31, 2012 and 2011 and during both 2012 and 2011, all members’ deficit activities and balances involved preferred units.  The preferred units of our Company are owned by FHV Holdings Corp. (“Holdings”) and include preferences to distributions that are triggered by various performance milestones. The first $11 million of cumulative net cash flow (as defined by the operating agreement), from operations are required to be distributed entirely to Holdings. The next $1 million of net cash flow are required to be distributed 80% to Holdings.  The next $1 million of net cash flow are required to be distributed 70% to Holdings.  Net cash flow in excess of $13 million is required to be distributed 60% to Holdings.  

All proceeds from a change of control transaction shall be distributed 95% to Holdings.  All other distributions shall be made in accordance with distributions from cumulative cash flows from operations as noted above.  Profits and losses are allocated among members in the same manner as distributions.  All other rights and privileges of the common and preferred holders are identical.  

3.

Related party transactions

One of Holdings’ owners (and the sole owner after February 2013) is a former employee of our Company (the “Former Employee”).  We had amounts due from Holdings totaling $130,046 and $22,652 at December 31, 2012 and 2011, respectively.  We had amounts due from the Former Employee totaling $27,672 and $16,127 at December 31, 2012 and 2011, respectively.  We owed $60,000 to the Former Employee at December 31, 2012 (no amounts were owed to the Former Employee at December 31, 2011).  All amounts due from and to related parties are unsecured, non-interest bearing and due on demand and are included in our accompanying balance sheets.  

4.

Franchise information

_{Our franchise agreements generally require an initial non-refundable fee per machine (generally $1,000) per franchise.  New franchisees are generally required to purchase a minimum of ten snack vending machines or five coffee vending machines.  Initial franchise fees are primarily intended to compensate our Company for granting the right to use our Company’s trademark and to offset the costs of finding locations for vending machines, developing training programs and the operating manual.  The term of the initial franchise agreement is generally five to ten years.  Options to renew the franchise for one or five year terms are available for $1,000 or $5,000 per franchise, respectively.}  

_{Beginning in 2012, franchise agreements generally also provide for continuing royalty and advertising fees which are based on monthly gross revenues of each vending machine that exceeds a minimum number of weekly transactions.  The royalty fee (generally 6% of gross revenues) compensates our Company for various advisory services that we provide to the franchisee on an on-going basis.  The advertising fee (generally $75 per machine per year) funds various marketing efforts as determined at our discretion.}

_{We recorded net agency revenues for the sales of food and beverages in the accompanying statements of operations of $69,195 and $17,187 for the years ended December 31, 2012 and 2011, respectively.  The revenues and costs from food and beverages totaled $2,002,458 and $1,933,263, respectively, for the year ended December 31, 2012 ($871,509 and $854,322, respectively, for the year ended December 31, 2011).}  

F - 8

Fresh Healthy Vending LLC

Notes to Consolidated Financial Statements

_{Franchise statistics for the years ended December 31, 2012 and 2011 are as follows:}

	2012	2011
Franchises in operation, beginning of year	103	32
New franchises granted	57	77
Franchises cancelled	(15)	(6)
Franchises in operation, end of year	145	103

_{We operated 10 and 31 vending machines for our own benefit at December 31, 2012 and 2011, respectively.}

5.

Concentrations

Our vending machines are supplied by a single manufacturer who sells through a limited number of suppliers. Although there are a limited number of manufacturers of vending machines, we believe that other suppliers could provide similar machines on comparable terms. A change in suppliers, however, could cause a delay in deliveries and a possible loss of sales, which would adversely affect our operating results.

6.

Leases

We lease our offices under a non-cancelable operating lease that expires in July 2015.  We are also required to pay common area maintenance fees under the terms of the lease. We also lease office equipment under an operating lease that expires in February 2015.  Future minimum lease payments under all operating leases are as follows: 2013 - $128,034; 2014 - $131,629; and 2015 - $75,359 (totaling $355,022).  Rent expense totaled $117,301 and $147,785 for the years ended December 31, 2012 and 2011, respectively.

7.

Subsequent events

Management has evaluated subsequent events through June 20, 2013.

In March 2013, we entered into a settlement agreement (the “Settlement”) with the State of California regarding inaccurate and incomplete disclosures in our 2010 and 2011 Franchise Disclosure Documents (“FDD”).  The Settlement was in response to a complaint brought against our Company in May 2012.  As part of the Settlement, we agreed to amend our FDD to include complete disclosures and to offer our California franchisees the right to rescind their franchise agreements. Any California franchisee that accepts the offer of rescission is entitled to a refund of its initial franchise fees and the depreciated market value of its vending machines.

We determined that 13 franchisees who collectively purchased 172 vending machines are eligible for the offer of rescission. We have notified seven of these franchisees through May 2013 and intend to notify the remainder of the franchisees prior to July 17, 2013.  The total possible refunds due to all franchisees should they all accept the offers of rescission would be approximately $718,000.  Based on the responses we received from the franchisees contacted to date, we estimated that the minimum liability for estimated refunds to be paid to the franchisees (net of the estimated value of any goods to be received) will total approximately $169,000.  We have recognized a charge to operations during 2012 as a provision for franchisee rescissions and a related liability at December 31, 2012 totaling $288,210, which was our best estimate of the loss given the information at hand at this time and also includes an estimate of amounts that could be realized from a franchisee rescission from outside of California.  Although we have made and accrued a good faith estimate of the liability for the Settlement, the final amount will likely vary and the variance could be material.  

During May 2013, we received a demand for rescission of a franchise agreement and the payment of $120,000 from a franchisee in the state of Oregon.  The basis of the franchisee’s demand for refund and rescission was incomplete disclosure in our FDD.  We are currently in discussions with the franchisee and believe a settlement of the claim for a reduced amount is likely although a final settlement and agreement of terms remains pending.  

Beginning April 2013 through June 19, 2013, we issued notes payable to four entities or individuals in exchange for cash proceeds totaling $275,000.  The notes are unsecured and bear interest at 12% per annum, adjusted to 15% per annum should we be in default on their terms.  The notes mature on the earlier of their being outstanding for 60 days, upon the transfer of 25% or more of our Company’s share ownership or upon our merger with a public company (all as defined in the note agreements).  Notes payable with a principal face value totaling $150,000 are extended with non-assignable rights to purchase any securities that our Company may offer at 85% of the price offered to investors. Repayment of the notes are personally guaranteed by the Former Employee.

F - 9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Green 4 Media, Inc.

We have audited the accompanying balance sheets of Green 4 Media, Inc., (“the Company”) as of August 31, 2012 and 2011, and the related statements of operations, stockholders’ equity and cash flows for the years then ended and for the cumulative period from  June 8, 2011 (date of inception) through August 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Green 4 Media, Inc., as of August 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended and for the cumulative period from June 8, 2011 (date of inception) through August 31, 2012, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company is in the development stage, has not earned significant revenue, has suffered net losses and has had negative cash flows from operating activities during the year ended August 31, 2012 and for the cumulative period from June 8, 2011 (date of inception) through August 31, 2012. These matters raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 5. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

/s/ Sadler, Gibb & Associates, LLC

Farmington, UT

November 26, 2012

F - 10

GREEN 4 MEDIA, INC. (A Development Stage Company)
Balance Sheets As of August 31,
		2012		2011
ASSETS
Current assets
Cash and cash equivalents	$	14,604	$	8,766
Accounts receivable		10,204		-
Prepaid expenses		5,343		-
Total current assets		30,151		8,766
Total assets	$	30,151	$	8,766
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES Current liabilities
Accounts payable and accrued liabilities	$	1,777	$	75
General excise tax payable		1,021		-
Deferred revenue		5,834		-
Due to related party		-		325
Total current liabilities		8,632		400
Total liabilities		8,632		400
Commitments and contingencies
Stockholders’ equity:
Preferred stock; $0.001 par value; 25,000,000 shares authorized; none issued and outstanding		-		-
Common stock; $0.001 par value; 100,000,000 shares authorized; 1,575,000 and 1,000,000 shares issued and outstanding, respectively		1,575		1,000
Additional paid-in capital		65,925		9,000
Deficit accumulated during the development stage		(45,981)		(1,634)
Total stockholders' equity		21,519		8,366
Total liabilities and stockholders’ equity	$	30,151	$	8,766
The accompanying notes are an integral part of these financial statements.

F - 11

GREEN 4 MEDIA, INC.

(A Development Stage Company)

Statements of Operations

			Year ended August 31, 2012			From June 8, 2011 (inception) to August 31, 2011			Cumulative from June 8, 2011 (inception) to August 31, 2012
Revenues	$	25,419		$	-		$	25,419
Operating expenses:
Selling, general and administrative		23,035			996			24,031
Professional fees		46,731			638			47,369
Total operating expenses		69,766			1,634			71,400
Net loss	$	(44,347)		$	(1,634)		$	(45,981)
Basic and diluted loss per common share	$	(0.03)		$	-
Weighted average number of common shares outstanding		1,389,631			988,095

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

F - 12

GREEN 4 MEDIA, INC.

(A Development Stage Company)

Statements of Stockholders’ Equity

From June 8, 2011 (Inception) through August 31, 2012

	Common stock
	Shares		Amount		Additional paid-in capital		Deficit accumulated during the development stage		Total stockholders’ equity
Balance – June 8, 2011 (Inception)	-	$	-	$	-	$	-	$	-
Common stock issued for cash at $0.01 per share	1,000,000		1,000		9,000		-		10,000
Loss for the period	-		-		-		(1,634)		(1,634)
Balance – August 31, 2011	1,000,000		1,000		9,000		(1,634)		(8,366)
Common stock issued for cash at $0.10 per share	575,000		575		56,925		-		57,500
Loss for the period	-		-		-		(44,347)		(44,347)
Balance at March 31, 2013	1,575,000	$	1,575	$	65,925	$	(45,981)	$	(21,519)

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

F - 13

GREEN 4 MEDIA, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

			Year ended August 31, 2012			From June 8, 2011 (inception) to August 31, 2011			Cumulative from June 8, 2011 (inception) to August 31, 2012
Cash flows from operating activities:
Net loss	$	(44,347)		$	(1,634)		$	(45,981)
Adjustments to reconcile net loss to net cash used by operating activities:
Expenses paid by related party		-			325			325
Changes in operating assets and liabilities:
Accounts receivable		(10,204)			-			(10,204)
Prepaid expenses		(5,343)			-			(5,343)
Accounts payable and accrued liabilities		1,702			75			1,777
General excise tax payable		1,021			-			1,021
Deferred revenue		5,834			-			5,834
Net cash used in operating activities		(51,337)			(1,234)			(52,571)
Cash flows from investing activities		-			-			-
Cash flows from financing activities:
Issuance of common stock for cash		57,500			10,000			67,500
Payments to a related party		(325)			-			(325)
Net cash provided by financing activities		57,175			10,000			67,175
Net increase (decrease) in cash		5,838			8,766			14,604
Cash and cash equivalents – beginning of period		8,766			-			-
Cash and cash equivalents – end of period	$	14,604		$	8,766		$	14,604
Supplemental disclosure of cash flow information: Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-

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

F - 14

GREEN 4 MEDIA, INC.

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

1.

Organization and description of business

Green 4 Media, Inc. (the “Company”) is a Nevada corporation incorporated on June 8, 2011.  It is based in Kamuela, Hawaii, USA.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is August 31.

The Company is a development stage company that operates as an Eco Marketing and Advertising company offering solutions to clients wishing to stand out of the crowd by showing they care about the environment with the use of natural and sustainable materials in their advertising.  The Company has begun to recognize revenues from its planned operations after having devoted its activities to its formation and the raising of equity capital.

2.

Summary of Significant Accounting Policies

Development Stage Company

The Company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities.”  The Company is devoting substantially all of its efforts to development of business plans.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $14,604 and $8,766 in cash and cash equivalents at August 31, 2012 and 2011, respectively.

Start-Up Costs

In accordance with ASC 720, “Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Accounts Receivable

Accounts receivable consist of charges for service provided to customers. An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Company’s customer credit worthiness, and current economic trends.  Based on management’s review of accounts receivable, no allowance for

F - 15

GREEN 4 MEDIA, INC.

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

doubtful accounts was considered necessary.   Receivables are determined to be past due, based on payment terms of original invoices.  The Company does not typically charge interest on past due receivables.

Revenue Recognition

The Company recognizes revenue from the sale of services in accordance with ASC 605, “Revenue Recognition.”  Revenue consists of internet marketing services; focusing on website design, search engine optimization, and viral social media marketing. Sales income is recognized only when all of the following criteria have been met:

i)         Persuasive evidence for an agreement exists;

ii)        Service has been provided;

iii)       The fee is fixed or determinable; and

iv)       Revenue is reasonably assured.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. 

Net Loss Per Share of Common Stock

The Company has adopted ASC 260, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per share, for the year ended August 31, 2012 and period ended August 31, 2011:

		Year ended August 31, 2012		From June 8, 2011 (Inception) to August 31, 2011
Net loss	$	(44,347)	$	(1,634)
Weighted average common shares outstanding (basic and diluted)		1,389,631		988,095
Net loss per share (basic and diluted)	$	(0.03)	$	-

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Recent Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP

F - 16

GREEN 4 MEDIA, INC.

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.

3.

Capital stock

Authorized Stock

The Company has authorized 100,000,000 common shares and 25,000,000 preferred shares, both with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Share Issuance

Since inception (June 8, 2011) to August 31, 2012, the Company has issued 1,000,000 common shares at $0.01 per share for $10,000 in cash, and 575,000 common shares at $0.10 per share for $57,500 in cash for total cash proceeds of $67,500.  There were 1,575,000 and 1,000,000 common shares issued and outstanding at August 31, 2012 and 2011, respectively.  Of these shares, 1,000,000 were issued to a director and officer of the Company.

There are no preferred shares outstanding.  The Company has issued no authorized preferred shares.  The Company has no stock option plan, warrants or other dilutive securities.

4.

Provision for income taxes

The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:

		Year ended August 31, 2012		From June 8, 2011 (Inception) to August 31, 2011
Income tax expense at statutory rate	$	(15,078)	$	(556)
Valuation allowance		15,078		556
Income tax expense per books	$	-	$	-

Net deferred tax assets consist of the following components as of:

		Year ended August 31, 2012		From June 8, 2011 (Inception) to August 31, 2011
NOL Carryover	$	15,634	$	556
Valuation allowance		(15,634)		(556)
Net deferred tax asset	$	-	$	-

F - 17

GREEN 4 MEDIA, INC.

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards of approximately $45,981 for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years.

5.

Due to related party

During the year ended August 31, 2012, the Company made cash payments on its director loan totaling $325, leaving a non-interest bearing loan balance of $0.

6.

Going concern and liquidity considerations

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As at August 31, 2012, the Company has a loss from operations for the year ended of $44,347, an accumulated deficit of $45,981, and working capital of $21,519 and has earned $25,419 in revenues since inception.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending August 31, 2013.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.  In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

7.

Subsequent events

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

F - 18

GREEN 4 MEDIA, INC.

 (A Development Stage Company)

Condensed Balance Sheets

ASSETS
		May 31, 2013		August 31, 2012
		(Unaudited)
Current Assets
Cash and cash equivalents	$	148	$	14,604
Accounts receivable		-		10,204
Prepaid expenses		-		5,343
Total Current Assets		148		30,151
TOTAL ASSETS	$	148	$	30,151
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	1,554	$	1,777
General excise tax payable		65		1,021
Deferred revenue		-		5,834
Total Current Liabilities		1,619		8,632
TOTAL LIABILITIES		1,619		8,632
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, par value $0.001, 25,000,000 shares      authorized, none issued and outstanding		-		-
Common Stock, par value $0.001, 100,000,000 shares      authorized, 1,575,000 shares issued and        outstanding		1,575		1,575
Additional paid-in capital		65,925		65,925
Deficit accumulated during the development stage		(68,971)		(45,981)
Total Stockholders’ Equity (Deficit)		(1,471)		21,519
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	148	$	30,151

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

F - 19

GREEN 4 MEDIA, INC.

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)

		For the Three Months Ended May 31,					For the Nine Months Ended May 31,			Cumulative From Inception (June 8, 2011) to May 31, 2013
	2013			2012			2013	2012
REVENUES		$	1,400	$	10,582	$	9,634	$	14,024	$	35,053
OPERATING EXPENSES:
Selling, general and administrative			1,596		12,781		19,150		17,590		43,181
Professional fees			2,757		12,555		13,474		26,218		60,843
Total Operating Expenses			4,353		25,336		32,624		43,808		104,024
NET LOSS		$	(2,953)	$	(14,754)	$	(22,990)	$	(29,784)	$	(68,971)
Basic and Diluted Loss per Common Share		$	(0.00)	$	(0.01)	$	(0.01)	$	(0.02)
Weighted Average Number of Common Shares Outstanding, Basic and Diluted			1,575,000		1,574,457		1,575,000		1,331,259

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

F - 20

GREEN 4 MEDIA, INC.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended May 31,					Cumulative From Inception  (June 8, 2011) to May 31, 2013
	2013		2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(22,990)	$	(29,784)	$	(68,971)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by related party		-		-		325
Changes in operating assets and liabilities:
Accounts receivable		10,204		(5,784)		-
Prepaid expenses		5,343		(625)		-
Accounts payable and accrued liabilities		(223)		1,219		1,554
General excise tax payable		(956)		562		65
Deferred revenue		(5,834)		-		-
Net cash used in operating activities		(14,456)		(34,412)		(67,027)
CASH FLOWS FROM INVESTING ACTIVITIES		-		-		-
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		-		57,500		67,500
Payments to a related party		-		(325)		(325)
Net cash provided by financing activities		-		57,175		67,175
Net increase (decrease) in cash and cash equivalents		(14,456)		22,763		148
Cash and cash equivalents - beginning of period		14,604		8,766		-
Cash and cash equivalents - end of period	$	148	$	31,529	$	148
Supplemental Cash Flow Disclosure:
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-

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

F - 21

GREEN 4 MEDIA, INC.

(A Development Stage Company)

Notes to Unaudited Condensed Financial Statements

May 31, 2013

NOTE 1 -

THE COMPANY AND BASIS OF PRESENTATION

Green 4 Media, Inc. (the “Company”) is a Nevada corporation incorporated on June 8, 2011.  It is based in Kamuela, Hawaii, USA.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is August 31.

The Company is a development stage company that operates as an Eco Marketing and Advertising company offering solutions to clients wishing to stand out of the crowd by showing they care about the environment with the use of natural and sustainable materials in their advertising.  The Company has begun to recognize revenues from its planned operations after having devoted its activities to its formation and the raising of equity capital.  

The accompanying unaudited condensed financial statements of the Company were prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Management of the Company (“Management”) believes that the following disclosures are adequate and sufficient to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended August 31, 2012 included in the Company’s Form 10-K, as filed with the SEC on November 29, 2012.

These unaudited condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments that, in the opinion of Management, are necessary to present fairly the financial position and results of operations of the Company for the periods presented. Operating results for the nine months ended May 31, 2013, are not necessarily indicative of the results that may be expected for the year ending August 31, 2013 or for any other period.

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities.”  The Company is devoting substantially all of its efforts to development of business plans.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $148 and $14,604 in cash and cash equivalents at May 31, 2013 and August 31, 2012, respectively.

F - 22

GREEN 4 MEDIA, INC.

(A Development Stage Company)

Notes to Unaudited Condensed Financial Statements

May 31, 2013

Start-Up Costs

In accordance with ASC 720, “Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Accounts Receivable

Accounts receivable consist of charges for service provided to customers. An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Company’s customer credit worthiness, and current economic trends.  Based on management’s review of accounts receivable, no allowance for doubtful accounts was considered necessary.   Receivables are determined to be past due, based on payment terms of original invoices.  The Company does not typically charge interest on past due receivables.

Revenue Recognition

The Company recognizes revenue from the sale of services in accordance with ASC 605, “Revenue Recognition.”  Revenue consists of internet marketing services; focusing on website design, search engine optimization, and viral social media marketing. Sales income is recognized only when all of the following criteria have been met:

i)         Persuasive evidence for an agreement exists;

ii)        Service has been provided;

iii)       The fee is fixed or determinable; and

iv)       Collection is reasonably assured.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. 

Net Loss Per Share of Common Stock

The Company has adopted ASC 260, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

F - 23

GREEN 4 MEDIA, INC.

(A Development Stage Company)

Notes to Unaudited Condensed Financial Statements

May 31, 2013

The following table sets forth the computation of basic and diluted earnings per share, for the three and nine months ended May 31, 2013 and 2012:

		Three Months Ended May 31,				Nine Months Ended May 31,
		2013		2012		2013		2012
Net loss	$	(2,953)	$	(14,754)	$	(22,990)	$	(29,784)
Weighted average common shares
outstanding (Basic and Diluted)		1,575,000		1,574,457		1,575,000		1,331,259
Net loss per share (Basic and Diluted)	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.02)

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Recent Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.

NOTE 3 -   CAPITAL STOCK

Authorized Stock

The Company has authorized 100,000,000 common shares and 25,000,000 preferred shares, both with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Share Issuance

Since inception (June 8, 2011) to May 31, 2013, the Company has issued 1,000,000 common shares at $0.01 per share for $10,000 in cash during the 2011 fiscal year, and 575,000 common shares at $0.10 per share for $57,500 in cash during the 2012 fiscal year for total cash proceeds of $67,500.  There were 1,575,000 common shares issued and outstanding at May 31, 2013 and August 31, 2012.  Of these shares, 1,000,000 were issued to a director and officer of the Company.

There were no preferred shares issued and outstanding.The Company has no stock option plan, warrantsor other dilutive securities.

NOTE 4 -

GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As at May 31, 2013, the Company has a loss from operations for the nine month period ended of $22,990, an accumulated deficit of $68,971, and a working capital deficiency of $1,471 and has earned $35,053 in revenues since inception.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending August 31, 2013.

F - 24

GREEN 4 MEDIA, INC.

(A Development Stage Company)

Notes to Unaudited Condensed Financial Statements

May 31, 2013

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.  In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 5 -

SUBSEQUENT EVENTS

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

F - 25

EX-2

Reorganization and Asset Acquisition  Agreement

dated as of

July 19, 2013

and entered into

by and among

Green 4 Media, Inc.,

a Nevada corporation

FHV Acquisition Corp.,

a California Corporation,

and

FHV Holdings Corp., a California corporation,

REORGANIZATION AND ASSET ACQUISITION AGREEMENT

This Reorganization and Asset Acquisition Agreement (this “Agreement”), dated as of July __, 2013, is entered into by and among Green 4 Media, Inc., a Nevada corporation (“Parent” or “GEEM”), FHV Acquisition Corp., a California corporation wholly owned by Parent (“Sub”), and FHV Holdings Corp., a California corporation (“Target” or “FHVHC”), with respect to the following matters:

RECITALS

A.

This Agreement contemplates a transaction whereby Sub will acquire substantially all of the assets of Target solely in return for voting Common Stock of Parent (the “Acquired Assets”).

B.  

FHVHC’s principal asset consists of Fresh Healthy Vending LLC, a California limited liability company (“LLC”) together with its operations, assets including brands and goodwill.

C.

LLC is principally engaged in offering and selling franchises for the right and obligation to purchase, operate, service, maintain, repair, clean, restock and use vending machines which dispense a variety of healthy, natural and organic snack food and beverage products for locations such as business offices, hotels, hospitals, schools, colleges and universities, and office and in-plant food service facilities.

D.

The parties intend this Agreement to be consistent with a reorganization as defined in Section 368(a)(1)(C) of the Internal Revenue Code of 1986 and Target has advised Parent that Target intends thereafter to liquidate and distribute shares of Parent Common Stock received from Sum pursuant to this Agreement to the shareholders of FHVHC.

E.

Parent is engaged in operating an Eco Marketing and Advertising service offering solutions to clients wishing to show they care about the environment with the use of natural and sustainable materials in their advertising (collectively the "GEEM Business Operations").

F.  

The Boards of Directors of Parent, Sub and have each determined that it is advisable and in the best interests of their respective stockholders to consummate, and have approved, the business combination transaction provided for herein.

G.  

Parent, Sub, and FHVHC desire to make certain representations, warranties and agreements in connection with the Reorganization and also to prescribe various conditions to completing the acquisition of the Acquired Assets (“Closing”).

AGREEMENT

Now therefore, in consideration of the mutual covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

Section 1.  The Closing.

1.1  

Closing.  The Closing will take place at the offices of special counsel to FHVHC, 1100 Glendon Avenue, Suite 850, Los Angeles, California 90024, or at such other place as the parties hereto mutually agree, on a date and at a time to be specified by the parties, which shall in no event be later than 10:00 a.m., local time, on the first business day following satisfaction of the conditions set forth in Sections 6.2 and 7.2, provided that the other closing conditions set forth in Sections 6 and 7 have been satisfied or, if permissible, waived in accordance with this Agreement, or on such other date as the parties hereto mutually agree (the “Closing Date”).  At the Closing there shall be delivered to Parent, Sub and Target the certificates and other documents and instruments required to be delivered hereunder, including without limitation, under Sections 7 and 8 for purposes of transferring and assigning the Acquired Assets to Parent. The Acquired Assets are further described on Schedule 1.1 hereto.

1.2  

Directors and Officers of Sub and of Parent.  The directors of Target and the officers of Target immediately prior to the Effective Time shall, from and after the Closing Date, be the directors and officers, respectively, of each of the Sub and the Parent until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and Bylaws of Parent or Sub, as the case may be.

1.3  

Further Assurances.  Each party hereto will execute such further documents and instruments and take such further actions as may reasonably be requested by one or more of the others to consummate the Closing, to vest Sub with full title to all assets, properties, rights, approvals, immunities and franchises of LLC or to effect the other purposes of this Agreement.

Section 2.  

Parent Shares Exchanged For Acquired Assets.

2.1

Parent and Sub shall deliver to Target at the Closing 1,340,708 shares of Parent Common Stock (the “Parent Shares”)which, after giving effect to a 11.6716522 to 1 share split being implemented by Parent shall amount to and equal 15,648,278 shares of Common Stock of GEEM.

2.2  

Parent Shares Are Restricted Securities. Target (i) understands that the Parent Shares have not been, and will not be, registered under the Securities Act, or under any state securities laws, and are being offered and delivered in reliance upon federal and state exemptions for transactions not involving any public offering, (ii) is acquiring the Parent Shares solely for its own account for investment purposes, and not with a view to the distribution thereof (except to Target Stockholders), (iii) is a sophisticated investor with knowledge and

experience in business and financial matters, (iv) has received certain information concerning Parent and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the Parent Shares, (v) is able to bear the economic risk and lack of liquidity inherent in holding the Parent Shares.

Section 3.  

Representations, Warranties and Covenants of Target.  Target represents and warrants to, and covenants with, Parent and Sub as follows:

3.1  

Organization of Target. Target is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

3.2  

Authorization of Transaction. Target has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of Target and Target Stockholders have duly authorized the execution, delivery, and performance of this Agreement by Target.  This Agreement constitutes the valid and legally binding obligation of Target, enforceable in accordance with its terms and conditions.

3.3  

Non-contravention. To Target’s knowledge neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Target or any of its subsidiaries is subject or any provision of the charter or bylaws of Target or any of its subsidiaries.  

3.4

Brokers’ Fees. Target has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Buyer could become liable or obligated. None of the subsidiaries of Target has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.                

3.5  

Title to Tangible Assets. Target and its subsidiaries have good title to, or a valid leasehold interest in, the material tangible assets they use regularly in the conduct of their business.

3.6  

Financial Statements.

The audited financial statements of LLC as of and for the years ended December 31, 2011 and December 31, 2012, along with unaudited financial information for the three months ended March 31, 2013 (hereinafter referred to as the “Financial Statements”), will be delivered to Parent not later than three business days prior to Closing and will fairly present the financial condition of FHVHC as of the dates thereof and the results of its operations for the periods covered thereby. Other than as set forth in any schedule or exhibit attached hereto, and except as may otherwise be set forth or referenced herein, there are no material liabilities or obligations, either fixed or contingent, not disclosed or referenced in the FHVHCFinancial Statements or in any exhibit or notes thereto other than contracts or obligations occurring in the ordinary course of business since March 31, 2013; and no such contracts or

2

obligations occurring in the ordinary course of business constitute liens or other liabilities which materially alter the financial condition of FHVHCthe Acquired Assets or operations as reflected in the FHVHCFinancial Statements.  Target has assets, properties or contracts shown on the FHVHCFinancial Statements subject only to dispositions and other transactions in the ordinary course of business, the disclosures set forth herein and therein and liens and encumbrances of record disclosed therein.    

3.7

Conflict with Other Instruments.  Neither the execution and delivery of this Agreement by FHVHCFHVHC nor the consummation by Target of the transactions herein described to which it is a party will (i) conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the creation of a lien or encumbrance on, or cause the triggering of a “due on sale” clause or similar restriction or provision affecting, any of its assets or properties pursuant to (A) the articles of incorporation or bylaws of Target or (B) any material indenture, mortgage, lease, agreement or other instrument to which Target or LLC is a party or by which it, or any of its assets or properties, may be bound or affected, or (ii) violate any provision of law, statute, rule or regulation to which Target or or any of the Acquired Assets is subject or by which it or its properties are bound except where such violation would have no material and adverse impact on the ownership of its assets or properties or the conduct of the Business.

3.8  

No Adverse Change.  Except as may be set forth on Schedule 3.8, since March 31, 2013, there has been no material adverse change in the condition, financial or otherwise, of the Business or assets or properties, or in the prospects thereof or therefor.  Since March 31, 2013, none of its assets or properties or the Business has been adversely affected in any material way by, or sustained any material loss, whether or not insured, as a result of any fire, flood, accident, explosion, strike, labor disturbance, riot, act of God or the public enemy or other calamity or casualty.  Except as previously disclosed to Parent in writing pursuant to this Agreement and since March 31, 2013, Target and the Acquired Assets (i) have not become subjected to any unresolved labor trouble or dispute which materially and adversely affects the Business, (ii) have not become a party to any collective bargaining agreement, and (iii) have not suffered any liability, judgment, lien or termination of contract or the imposition of any obligation, the effect of which shall be materially adverse to the Business or its assets or properties.  

3.9  

Assets; Title to Assets.  The assets or properties of Target consist principally of LLC together with its operations, assets including brands and goodwill, including know how and other intellectual property (the “Intellectual Property”), all as further described on Schedule 3.9.

3.10  

Material Contracts.  Target  has furnished or made available to Parent accurate and complete copies or detailed descriptions of Material Contracts (as defined below) applicable to Target or the Acquired Assets including the Intellectual Property.  With respect to any Material Contract, Target is not aware of any existing breach, default or event of default by

3

Target, or event that with notice or lapse of time or both would constitute a breach, default or event of default by FHVHCFHVHC, other than breaches, defaults or events of default that would not have a material adverse effect on the business, assets or prospects of FHVHC (a “FHVHCMaterial Adverse Effect”), nor does Target know of, and Target has not received notice of, or made a claim with respect to, any breach or default by any other party thereto that would, severally or in the aggregate, have a Material Adverse Effect, other than as disclosed to Parent .  As used herein, the term “Material Contracts” shall mean all (i) employee benefit plans, share option schemes or agreements and employment, consulting or similar contracts, (ii) contracts that involve remaining aggregate payments by Target in excess of $50,000 or which have a remaining term in excess of two years, (iii) insurance policies, and (iv) all contracts that would, if terminated, have a Material Adverse Effect.

3.11  

Litigation, Etc.  Other than as set forth or described within Schedule 3.11 there  are no actions, suits, claims investigations or proceedings pending in any court or by or before any governmental agency to which Target is a party or otherwise affecting the Principal Assets or the Business as now or heretofore conducted by Target, and, to Target’s knowledge, after due inquiry, there is no action, suit, claim, investigation, proceeding, grievance or controversy threatened against Target with regard to or affecting the Principal Assets or the Business as now or heretofore conducted by it.  There is no action, suit, claim, investigation or proceeding known to LLC, after due inquiry, which is pending or threatened which questions the validity or propriety of this Agreement or any action taken or to be taken by FHVHC in connection with this Agreement.  LLC is not subject to any judicial injunction or mandate or any quasi-judicial order or quasi-judicial restriction directed to or against it as a result of its ownership of the Principal Assets or its conduct of the Business as now or heretofore conducted by it and no governmental agency has at any time challenged or questioned in writing, or commenced or given notice of intention to commence any investigation relating to, the legal right of LLC to conduct the Business or any part thereof as now or heretofore conducted by it, so as to materially and adversely affect the ownership and use of the Principal Assets.

3.12  

Compliance with Laws, Etc.  Except to extent otherwise disclosed to Parent, LLC has complied with all laws and regulations of any applicable jurisdiction with which it is or was required to comply in connection with its ownership of the Acquired Assets and its conduct of the Business, the enforcement of which would have a material and adverse effect on the ownership of the Acquired Assets or the conduct of the Business.  LLC has all permits and permissions of governments, governmental authorities and quasi-governmental authorities necessary to own the LLC Assets and to conduct the Business as now conducted and Target has all authority necessary to transfer the Acquired Assets, except where failure to have such permits and permissions would have no material and adverse effect on the ownership of the Principal Assets or the conduct of the Business.

3.13  

Governmental Approvals.  No authorization, consent or approval or other order or action of or filing or registration with any court, administrative agency, or other governmental or regulatory body or authority is required for the execution and delivery by Target of this Agreement or Target’s consummation of the transactions relating to the Acquired Assets to which it is a party.

4

3.14

ERISA.  Except as and to the extent as may be set forth in Schedule 3.14 annexed hereto, (i) neither Target nor LLC has never sponsored, maintained or contributed to any employee pension benefit plan, within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (ii) is not required to contribute to, nor has ever been required to contribute to, any multi-employer plan within the meaning of Section 3(37)(A) of ERISA; (iii) does not sponsor or contribute to any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, nor has it entered into any pay arrangements, plans or programs that are ERISA Plans; or (iv) have an ERISA or non-ERISA Plan that provides benefits, including, without limitation, death, health or medical benefits (whether or not insured), with respect to current or former employees beyond their retirement or other termination of service other than coverage mandated by applicable law, deferred compensation benefits accrued as liabilities on financial statements, or benefits, the full cost of which are borne by the current or former employee or his beneficiary. The consummation of the transactions contemplated by this Agreement will not entitle any current or former employee or officer of Target or LLC to severance pay, unemployment compensation or any other payment, accelerate the time of payment or vesting, or increase the amount of compensation or benefits due any such employee or officer.

3.15

Employee Plans.  Except as otherwise disclosed herein or in Schedule 3.15 annexed hereto, neither FHVHC nor any predecessor or subsidiary thereof has or maintains any employee benefit, bonus, incentive compensation, profit-sharing, equity, stock bonus, stock option, stock appreciation rights, restricted stock, other stock-based incentive, executive compensation agreement, employment agreement, deferred compensation, pension, stock purchase, employee stock ownership, savings, pension, retirement, supplemental retirement, employment related change-in-control, severance, salary continuation, layoff, welfare (including, without limitation, health, medical, prescription, dental, disability, salary continuation, life, accidental death, travel accident, and other insurance), vacation, holiday, sick leave, fringe benefit, or other benefit plan, program, or policy, whether qualified or nonqualified and any trust, escrow, or other agreement related thereto, covering any present or former employees, directors, or their respective dependents.

3.16

Certain Payments.

Except as otherwise disclosed herein or in Schedule 3.16 annexed hereto, to Target’s knowledge, neither Target nor LLC nor any of its officers, employees or agents, nor any other person acting on behalf of FHVHC, has directly or indirectly, within the past five (5) years, given or agreed to give any gift or similar benefit to any person who is, or may be in a position to help or hinder Target’s business, or assist it in connection with any actual or proposed transaction, which (i) might be reasonably expected to subject it to any material damage or penalty in any action or to have a Material Adverse Effect on Target or its business, assets, properties, financial condition or results of operations (a “Material Adverse Effect”), (ii) if not given in the past, might have reasonably been expected to have had a Material Adverse Effect, or (iii) if not continued in the future, might be reasonably expected to have a Material Adverse Effect or to subject Target or LLC to material suit or penalty in any action.

3.17  

Hazardous Waste.  To Target’s knowledge, none of the Acquired Assets nor any previous owner, tenant, occupant or user of any real property now or previously owned or occupied by Target (“Real Property”) used, generated, manufactured, treated, handled, refined, processed, released, discharged, stored or disposed of any Hazardous Materials (as

5

defined below) on, under, in or about the Real Property, or transported any Hazardous Materials to or from the Real Property.  “Hazardous Materials,” as used herein, refers to any flammable materials, explosives, radioactive materials, asbestos, organic compounds known as polychlorinated biphenyls, chemicals now known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, including, without limitation, any substance defined as or included in the definition of “hazardous substances” under the Hazardous Materials Law (as defined herein).  No underground tanks or underground deposits of Hazardous Materials exist on, under, in or about the Real Property.

3.18

Applicable Laws. To Target’s knowledge, FHVHC has conducted the Business in compliance with all applicable federal, state and local laws, ordinances or regulations, now or previously in effect, relating to environmental conditions, industrial hygiene or Hazardous Materials on, under, in or about the Real Property including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 8601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6401 et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601 through 2629, the Safe Drinking Water Act, 42 U.S.C. Sections 300f through 300j, and any similar State or local laws and ordinances and the regulations now or previously adopted, published and/or promulgated pursuant thereto (collectively, the “Hazardous Materials Laws”).

3.19  

Patents, Licenses and Permits.  The Principal Assets constitute all patents, licenses, permits, consents, approvals or authorizations of governments, governmental authorities or quasi-governmental authorities (both United States and foreign) currently owned or held by Target in connection with the Business (the “Patents, Licenses and Permits”), and, except as may be noted on Schedule 3.19, FHVHC is the owner or exclusive licensee of each such Patent, License and Permit.  No claims made by third parties with respect to any of the Patents, Licenses and Permits are pending.  There are no decrees, licenses, sublicenses, agreements or limitations now in effect relating to any of the Patents, Licenses and Permits and there has been no notice to FHVHC that any Patent, License or Permit infringes the rights of any third party or is being infringed by any third party.

3.20  

Trademarks, Tradenames, etc.  Target does not own or use any registered or unregistered copyrights, trademarks, tradenames, service marks, service names, slogans or assumed names (nor are any of the same used or held for use) in connection with the conduct of the Business other than those listed in Schedule 3.20 hereto (the “Trademarks”), all of which are owned by Target or LLC.  No claims made by third parties with respect to any of the Trademarks are pending.  There are no decrees, licenses, sublicenses, agreements or limitations now in effect relating to any of the Trademarks and there has been no notice to Target that any Trademark infringes the rights of any third party or is being infringed by any third party.

3.21  

Books and Records, etc.  Prior to the Closing Date, Target will make available to Parent copies of all books and records in Target’s possession relating to the Business and the Principal Assets, and on the Closing Date Target will deliver to Parent all such books and records in Target’s possession.

6

3.22 

No Material Undisclosed Liabilities.  Except as provided in the Financial Statements or in Schedule 3.22, there are no known liabilities or obligations of being assumed by Parent, whether absolute, accrued, contingent, or otherwise, other than (a) obligations under the Patents, Licenses and Permits and (b) liabilities and obligations that are in the aggregate less than $250,000 and (c) except those incurred in the ordinary course of business since the date of the Financial Statements.

3.23

Absence of Certain Events. To Target’s knowledge, and except as may be otherwise disclosed on Schedule 3.23 or by another written attachment hereto, no executive officer or director of FHVHC has been within the past five (5) years, (i) a party to any bankruptcy petition against such person or against any business of which such person was affiliated; (ii) convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses; (iii) subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting their involvement in any type of business, securities or banking activities; or (iv) found by a court of competent jurisdiction in a civil action by the Securities and Exchange Commission or the Commodity Futures Trading Commission, to have violated a federal or state securities or commodities law and which judgment has not been reversed, suspended or vacated. 

3.24  

Tax Returns and Tax Liabilities.  Except as set forth in Schedule 3.24, FHVHC and LLC have (i) filed all tax returns required to be filed in any jurisdiction to which it is subject (timely filed extensions therefor), (ii) collected and timely paid over to the taxing authorities of each such jurisdiction all taxes required to be collected by Target from other persons, such as sales taxes, payroll taxes, etc., (iii) either timely paid in full all taxes due to be paid by it and all taxes claimed to be due and payable from it by each such jurisdiction (except for any such taxes as are being contested in good faith by appropriate proceedings), and any interest, additions to tax and penalties with respect thereto, or provided adequate reserves for the payment thereof, (iv) fully accrued on its books all taxes, and any interest, additions to tax and penalties with respect thereto, for any period through the date hereof which are not yet due, including such as are being contested, and (v) the amount of any reserves and accruals in respect of taxes is at least equal to the net amount of all taxes and any interest, additions to tax, penalties and deficiency assessments, payable or which in the future become payable by Target with respect to all periods up to and including the date hereof. Any tax liabilities of Target that are not identified by Target and are not explicitly assumed by Parent in connection with the Acquired Assets are being retained by Target and shall not be deemed transferred to Sub or Parent.  

3.25  

Officers and Employees.  Schedule 3.25 hereto contains a list of the name of each officer and each full-time employee of Target and LLC employed in the Business at the date hereof and such person’s position.  Since December 31, 2012, except as set forth on Schedule 3.25 or otherwise identified to Parent, there has been no change of, or agreement to change, any terms of employment, including without limitation, salary, wage rates or other compensation, of any officer or employee of Target employed in the Business.  Target will use its commercially reasonable best efforts to induce all employees of Target employed in the Business to continue their respective employment following the Closing Date.  For each employee hired by Target after January 1, 2013, FHVHC has verified appropriate documents and

7

has a verified and signed INS Form I-9 for each such employee, if required.  All such forms are in Target’s possession and shall be turned over to Parent for each employee accepting employment with Parent as of the Closing.  Target has not received any information that would lead it to believe that a material number of the employees of Target employed in the Business will or may cease to be employees of Target, or will refuse offers of employment from Parent, because of the consummation of the Transactions to which it is a party.

3.26

Acquired Assets Constitute the Business, etc.  The Acquired Assets comprise all of the assets, property, rights and business owned by and employed by Target and LLC in connection with the Business and will enable Parent, Sub and LLC to operate the Business in substantially the same manner after the Closing as it is being conducted immediately before the Closing.  All of the physical assets are serviceable for the purposes for which they are being used on the date hereof.

3.27  

Material Information.  To the knowledge of Target, neither the Schedules hereto nor any other written material provided by FHVHC to Parent or its accountants, consultants, counsel or other advisers in connection with the negotiation of this Agreement to which it is a party, as of their respective dates contained, nor does this Agreement contain, any untrue statement of a material fact or omit to state a material fact necessary to make information contained therein or herein not misleading.  To the knowledge of Target, there is no fact or condition which Target has not disclosed to Parent in writing which materially adversely affects the condition, financial or otherwise, of the Principal Assets or the Business or the prospects thereof or therefor, or the ability of Target to perform any of its obligations under this Agreement.

3.28  

No Other Agreements to Sell Assets or Equity Interests.  Other than pursuant to or contemplated by this Agreement, FHVHC has no legal obligation, absolute or contingent, to any person or firm to sell the Business or any the Acquired Assets relating to the Business (other than sales in the ordinary course of FHVHC’s business) or any equity interest therein, or to effect any merger, consolidation or other reorganization of FHVHC or to enter into any agreement with respect thereto.

3.29

Disclaimer of Other Representations and Warranties. Except as expressly set forth in this Section 3, Target makes no representation or warranty, express or implied, at law or in equity, in respect of any of its assets (including, without limitation, the Acquired Assets), liabilities or operations, including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed. Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this Section3, Buyer is purchasing the Acquired Assets on an ‘‘as-is, where-is’’ basis. Without limiting the generality of the foregoing, Target makes no representation or warranty regarding any assets other than the Acquired Assets or any liabilities other than the Assumed Liabilities, and none shall be implied at law or in equity.

Section 4.  Representations and Warranties of Parent and Sub.  Parent and Sub hereby jointly and severally represent and warrant to FHVHC as follows:

8

4.1  

Corporate Existence, Power and Authority.  Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to conduct its business as now being conducted, and to own, lease or otherwise hold its properties, to enter into this Agreement, and to carry out the Transactions to which it is a party.

4.2  

Corporate Action.  The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the Transactions have been authorized by all requisite corporate action on the part of Parent and Sub.

4.3  

Validity.  This Agreement constitutes the legal, valid and binding obligation of each of Parent and Sub, enforceable in accordance with its terms except as enforcement may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws presently or hereafter in effect affecting the enforcement of creditors’ rights generally and subject to general principles of equity.

4.4  

Qualification as a Foreign Corporation.  Each of Parent and Sub is duly qualified and in good standing as a foreign corporation and licensed to conduct its business as now being conducted in each jurisdiction in which Parent or Sub is required to be qualified to conduct its business, except where failure to be so qualified, in good standing and licensed would have no material and adverse impact on the ownership of its assets and properties or the conduct of Parent’s or Sub’s business as now conducted.

4.5  

Conflict with Other Instruments.  Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the Transactions to which it is a party will (i) conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the creation of a lien or encumbrance on, or cause the triggering of a “due on sale” clause or similar restriction or provision affecting, any of its assets or properties pursuant to (A) the articles of incorporation or bylaws of Parent or Sub or (B) any material indenture, mortgage, lease, agreement or other instrument to which Parent or Sub is a party or by which it, or any of its assets or properties, may be bound or affected, or (ii) violate any provision of law, statute, rule or regulation to which Parent or Sub is subject or by which it or its properties are bound except where such violation would have no material and adverse impact on the ownership of its assets or properties or the conduct of Parent’s or Sub’s business as now conducted.

4.6  

Capitalization.

(a)  The authorized capital stock of Parent consists of 25,000,000 shares of preferred stock, $0.001 par value and 100,000,000 shares of common stock, $0.001 par value.  As of as of the date of this Agreement and as of Closing, no shares of preferred stock and 1,575,000 shares of Common Stock, respectively were issued and outstanding.  Except as set forth on Schedule 4.6, there has been no change in the number of issued and outstanding shares of Parent Common Stock or preferred stock since such date.  All of the issued and outstanding shares of Parent Common Stock are, and all shares reserved for issuance will be, upon issuance

9

in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable.  Except as set forth on Schedule 4.6, there is no outstanding subscription, contract, convertible or exchangeable security, option, warrant, call or other right obligating Parent to issue, sell, exchange, or otherwise dispose of, or to purchase, redeem or otherwise acquire, shares of, or securities convertible into or exchangeable for, capital stock of Parent.  After giving effect to the transaction described in paragraph 4.7 below and to a 11.671652 to one forward stock split in the form of a stock dividend that has been approved by the board of directors of the Parent prior to Closing (the “Stock Split”),  and implemented after closing of the Transactions, Parent shall have no more than 25,382,611 shares of common stock issued and outstanding (the "Reorganization Total") after giving effect to the Minimum Placement or greater and the Business Transfer Agreement in Section 4.7 below. Of the Reorganization Total not less than 18,671,411 shares of common stock, shall be held at Closing by Target equity or other investors.  

(b)  

To Parent’s knowledge, there are no voting trusts, stockholder agreements or other voting arrangements that have been entered into among the stockholders of Parent.

(c)  

The Parent Common Stock, upon issuance in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

(d)  

There are no outstanding contractual obligations of Parent or any subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of capital stock or any capital stock of any subsidiary of Parent or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any subsidiary of Parent or any other person. 

4.7

Parent Business Operations.  At or in connection with the Closing, Parent will enter into a separate agreement (“Business Transfer Agreement”) with Daniel Duval, Parent’s principal shareholder and officer ("Duval") whereby  (i) Parent will convey to Duval all of the GEEM Business Operations , (ii) Duval will return or cause the return of one million shares of common stock (before giving effect to the Stock Split) to Parent for cancellation, (iii) Duval will indemnify and  hold Parent, Target and Target’s equity holders harmless against any payables, debts or other obligations of, or proceedings or claims of any kind arising from or in connection with the GEEM Business Operations from the beginning of time through the Closing and (iv) Parent will deliver $191,000 to Duval.

4.8  

Governmental Approvals.  No authorization, consent or approval or other order or action of or filing or registration with any court, administrative agency, or other governmental or regulatory body or authority is required for the execution and delivery by Parent or Sub of this Agreement or Parent’s or Sub’s consummation of the Acquisition of the Acquired Assets to which it is a party.

4.9  

Litigation.  Except as disclosed in the Parent SEC Reports (as defined in Section 4.11), (i) there are no actions, suits, arbitrations or proceedings pending or, to the knowledge of Parent, threatened against, relating to or affecting, nor to the knowledge of Parent

10

are there any governmental or regulatory authority investigations or audits pending or threatened against, relating to or affecting, Parent or any of its subsidiaries or any of their respective assets and properties which, individually or in the aggregate, could be reasonably expected to have a material adverse effect on Parent and its subsidiaries taken as a whole or on the ability of Parent or Sub to consummate the Transactions to which it is a party, and there are no facts or circumstances known to Parent that could be reasonably expected to give rise to any such action, suit, arbitration, proceeding, investigation or audit, and (ii) neither Parent nor any of its subsidiaries is subject to any order of any governmental or regulatory authority which, individually or in the aggregate, is having or could be reasonably expected to have a material adverse effect on Parent and its subsidiaries taken as a whole or on the ability of Parent or Sub to consummate the Transactions to which it is a party.

4.10  

Compliance with Laws, etc.  Each of Parent and Sub has complied with all laws and regulations of any applicable jurisdiction with which it is required to comply, the enforcement of which could materially impair the ability of Parent or Sub to perform its obligations under this Agreement.

4.11  

SEC Reports and Financial Statements.  Parent delivered to Target prior to the execution of this Agreement by direction to the SEC’s EDGAR website a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed or to be filed by Parent or any of its subsidiaries with the SEC since May 31, 2013 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”), which are all the documents (other than preliminary material) that Parent and its subsidiaries were required to file with the SEC since that date.  As of their respective dates, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The audited financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in the Parent SEC Reports (the “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited financial statements, including notes thereto, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its subsidiaries taken as a whole) the consolidated financial position of Parent and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.  Each subsidiary of Parent is treated as a consolidated subsidiary of Parent in the Parent Financial Statements for all periods covered thereby.

4.12  

Absence of Certain Changes or Events.  Except as disclosed in the Parent SEC Reports, (a) since March 31, 2013, there has not been any change, event or development

11

having, or that could be reasonably expected to have, individually or in the aggregate, a material adverse effect on Parent and its subsidiaries taken as a whole, other than those occurring as a result of general economic or financial conditions or other developments which are not unique to Parent and its subsidiaries but also generally affect other persons who participate or are engaged in the lines of business in which Parent and its subsidiaries participate or are engaged and (b) between such date and the date hereof Parent and its subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice or as contemplated in connection with this Agreement.

4.13  

Absence of Undisclosed Liabilities.  Except for matters reflected or reserved against in the balance sheet for the period ended March 31, 2013, or as disclosed in Schedule 4.13,  neither Parent nor any of its subsidiaries had at such date, or has incurred since that date, any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due) of any nature that would be required by generally accepted accounting principles to be reflected on a balance sheet of Parent (including the notes thereto), except liabilities or obligations (i) which were incurred in the ordinary course of business consistent with past practice or in connection with the Transactions to which it is a party and (ii) which have not been, and could not be reasonably expected to be, individually or in the aggregate, materially adverse to Parent taken as a whole.

4.14  

Tax Returns and Tax Liabilities.  Except as set forth in Schedule 4.14, each of Parent and Sub has (i) filed all tax returns required to be filed in any jurisdiction to which it is subject, (ii) collected and paid over to the taxing authorities of each such jurisdiction all taxes required to be collected by Parent from other persons, such as sales taxes, payroll taxes, etc., (iii) either paid in full all taxes due to be paid by it and all taxes claimed to be due and payable from it by each such jurisdiction (except for any such taxes as are being contested in good faith by appropriate proceedings), and any interest, additions to tax and penalties with respect thereto, or provided adequate reserves for the payment thereof, (iv) fully accrued on its books all taxes, and any interest, additions to tax and penalties with respect thereto, for any period through the date hereof which are not yet due, including such as are being contested, and (v) the amount of any reserves and accruals in respect of taxes is at least equal to the net amount of all taxes and any interest, additions to tax, penalties and deficiency assessments, payable or which in the future become payable by Parent or Sub with respect to all periods up to and including the date hereof.

4.15  

Hazardous Waste.  To the best of Parent’s knowledge, neither Parent or Sub nor any previous owner, tenant, occupant or user of any real property owned, leased or occupied by Parent or Sub used, generated, manufactured, treated, handled, refined, processed, released, discharged, stored or disposed of any Hazardous Materials on, under, in or about such real property, or transported any Hazardous Materials to or from such real property.  No underground tanks or underground deposits of Hazardous Materials exist on, under, in or about such real property.

To the best of Parent’s knowledge, each of Parent and Sub has kept and maintained any real property owned, leased or occupied by Parent or Sub, including the groundwater on or under such real property, and conducted its business in compliance with all

12

applicable federal, state and local laws, ordinances or regulations, now or previously in effect, relating to environmental conditions, industrial hygiene or Hazardous Materials on, under, in or about such real property including, without limitation, the Hazardous Materials Laws.

As of the date hereof, there are no Hazardous Materials Claims nor has there been any occurrence or condition on any real property owned, leased or occupied by Parent or Sub or adjoining or in the vicinity of such real property which could subject FHVHC, Parent or Sub or such real property to any restrictions on ownership, occupancy, transferability or use of the Real Property under any Hazardous Material Laws.

Section 5.  

Conditions Precedent to Obligations of Parent and Sub.  All obligations of Parent and Sub under this Agreement to be performed on and after the Closing Date are, at the option of Parent, subject to the satisfaction of the following conditions precedent at the Closing, as indicated below.

5.1  

Proceedings Satisfactory.  All actions, proceedings, instruments, opinions and documents required to carry out this Agreement or incidental hereto, and all other related legal matters, shall be reasonably satisfactory to Parent and to counsel for Parent.  Target shall have delivered to Parent on the Closing Date such documents and other evidence as Parent may reasonably request in order to establish the consummation of the Transactions to which it is a party, the taking of all corporate and other proceedings in connection therewith and the compliance with the conditions set forth in this Section 5, in form and substance reasonably satisfactory to Parent.

5.2  

Shareholder Approval.  This Agreement shall have been adopted by the requisite vote of the shareholders of Target under the California Code and Target’s Articles of Incorporation, if required under the California Code.

5.3  

Representations and Warranties of Target Correct.  The representations and warranties made by Target in Section 3 shall be (and tender by Target of any documents required to be delivered at the Closing by it shall constitute a representation by Target as at the Closing that, except as otherwise specifically approved in writing by Parent, such representations and warranties of Target are) true and correct in all material respects on and as of the Closing Date with the same force and effect as though all such representations and warranties had been made on and as of the Closing Date after giving effect to any transactions or other actions contemplated hereby.

5.4  

Compliance with Terms and Conditions.  All the terms, covenants, agreements and conditions of this Agreement to be complied with and performed by Target on or before the Closing Date shall have been (and tender by Target of any documents required to be delivered at the Closing shall constitute a representation by Target as at the Closing that, except as otherwise specifically approved in writing by Parent, they have been) complied with and performed in all material respects.

5.5  

No Proceedings Pending.  No action, suit, claim, investigation or proceeding by or before any court, administrative agency or other governmental or regulatory

13

body or authority shall have been instituted or threatened which may restrain, prohibit or invalidate any of the transaction relating to the Acquired Assets to which it is a party or which may affect the right of Target to operate or control after the Closing Date the Principal Assets or the Business, or any part thereof.

5.6  

No Material Change.  There shall have been no material adverse change in the condition, financial or otherwise, of Target or the Acquired Assets, or in the prospects thereof or therefor, and none of Target or the Acquired Assets shall have been, in the judgment of Parent, adversely affected in any material way by, or sustained any material loss, whether or not insured, as a result of, any fire, flood, accident, explosion, strike, labor disturbance, riot, act of God or the public enemy or other calamity or casualty.  Target shall not (i) be involved in any unresolved labor trouble or dispute which materially and adversely affects the business or prospects of Target; (ii) have become a party to any collective bargaining agreement; or (iii) have suffered any liability, judgment, lien or termination of contract or the imposition of any obligation, the effect of which shall, in the judgment of Parent, be materially adverse to Target, the Principal Assets of the prospects of either.

5.7  

Certificates.  Target shall have delivered to Parent (i) a copy of the limited liability company charter documents and operating agreement(s), as amended, of Target, certified as of a recent date by the Secretary of Target, and a long-form certificate as to the good standing of Target from such official, in each case dated as of a recent date; (ii) a certificate of the Secretary of Target dated the Closing Date and certifying (A) that attached thereto is a true, correct and complete copy of the by-laws of Target as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions of FHVHC described in item (B) below, (B) that attached thereto is a true, correct and complete copy of the resolutions adopted by the Board of Directors of Target authorizing the execution, delivery and performance of this Agreement and all other documents delivered by Target in connection herewith and the consummation by Target of the Acquired Assets transactions to which it is a party and such other documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of Target has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each officer of Target executing this Agreement or any other document delivered in connection herewith; (iv) a certificate of another officer of Target dated the Closing Date as to the incumbency and signature of the Secretary of Target; (v) a certificate of the Chairman of the Board of Directors, President or a Vice President of Target and its chief financial officer or chief accounting officer stating that the representations and warranties of Target in Section 3 hereof are true and correct as of the Closing Date with the same force and effect as if made on and as of the Closing Date and Target has complied with all the terms and provisions contained in this Agreement or in the other documents delivered in connection herewith on its part to be observed or performed; and (vi) such other documents as Parent may reasonably request.

5.8  

Arrangements as to Employees.  Target shall have paid or properly accrued for all amounts of salary, wages and vacation pay due to all employees of FHVHC through the close of business on the Closing Date and shall have remitted or set aside for remittance to the appropriate authority all withholding, social security and other employer and

14

employee taxes due or to become due in respect of the operation of Target’s business through such date.

5.9  

[Cash or Cash Equivalents.  Parent shall have not less than $1,000,000 of cash or cash equivalents in its accounts on closing of Acquired Assets].  

5.10

[Intentionally Left Blank]

5.11

Lock-up Agreement by Target. Target shall have delivered at Closing a signed agreement with Parent whereby Target agrees to lock up its shares of common stock delivered on or as of Closing of Acquired Assets, a total of 15,648,267 shares (“Target Shares”)  for not less than 12 months commencing from the date of Closing. Upon the distribution of the Target Shares to Target’s shareholders, each such shareholder shall reaffirm this lock-up as a condition precedent to transfer.

Section 6.  

Conditions Precedent to Obligations of Target.  All obligations of Target hereunder to be performed on or after the Closing Date are, at the option of Target, subject to the satisfaction of the following conditions precedent at the Closing, as indicated below.

6.1 

Proceedings Satisfactory.  All actions, proceedings, instruments, opinions and documents required to carry out this Agreement or incidental hereto and all other related legal matters (including the assumption of Parent’s liabilities) shall be reasonably satisfactory to FHVHC and to counsel for Target.  Parent shall have delivered to Target on the Closing Date such documents and other evidence as Target may reasonably request in order to establish the consummation of the Acquired Assets Transactions to which it is a party, the taking of all corporate and other proceedings in connection therewith and the compliance with the conditions set forth in this Section 6, in form and substance reasonably satisfactory to Target.

6.2  

Shareholder Approval.  This Agreement shall have been adopted by the requisite vote of the shareholders of each of Parent and Sub as may be required under applicable law.

6.3  

Representations and Warranties of Parent and Sub Correct.  The representations and warranties made by Parent and Sub in Section 4 of this Agreement shall be (and tender by Parent or Sub of any documents required to be delivered at the Closing by it shall constitute a representation by Parent and Sub at the Closing that, except as otherwise specifically approved in writing by FHVHC, such representations and warranties of Parent and Sub are) true and correct in all material respects on and as of the Closing Date with the same force and effect as though all such representations and warranties had been made on and as of the Closing Date after giving effect to any transactions or other actions contemplated hereby.

6.4  

Compliance with Terms and Conditions.  All the terms, covenants and conditions of this Agreement to be complied with and performed by Parent or Sub on or before the Closing Date shall have been (and tender by Parent or Sub of any documents required to be delivered at the Closing by it shall constitute a representation by Parent and Sub as at the Closing

15

that, except as otherwise specifically approved in writing by FHVHC, they have been) complied with and performed in all material respects.

6.5  

Legal Opinion of Parent’s Counsel.  Parent shall have delivered to FHVHC an opinion of Parsons/Burnett/Bjordahl/Hume, LLP, Bellevue, Washington counsel for Parent, dated the Closing Date and addressed to Target and its shareholders, in form and substance satisfactory to FHVHC and its counsel. 

6.6  

[Intentionally Left Blank]

6.7  

Certificates.  Parent shall have delivered to Target (i) a copy of the articles of incorporation, as amended, of each of Parent and Sub, certified as of a recent date by the Secretary of State of the jurisdiction of its incorporation; (ii) a certificate of the Secretary of Parent dated the Closing Date and certifying (A) that attached thereto is a true, correct and complete copy of the by-laws of each of Parent and Sub as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions of Parent and Sub described in item (B) below, (B) that attached thereto is a true, correct and complete copy of the resolutions adopted by the Board of Directors of each of Parent and Sub authorizing the execution, delivery and performance of this Agreement and all other documents delivered by Parent and Sub in connection herewith and the consummation by Parent and Sub of the Transactions to which it is a party and such other documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of Parent and Sub have not been amended since the date of the last amendment thereto furnished pursuant to (i) above and no action has been taken by Parent or Sub or its respective shareholders, directors or officers in contemplation of the filing of any such amendment or in contemplation of the liquidation or dissolution of Parent or Sub, and (D) as to the incumbency and specimen signature of each officer of Parent and Sub executing this Agreement or any other document delivered in connection herewith; (iii) a certificate of another officer of Parent dated the Closing Date as to the incumbency and signature of the Secretary of Parent and Sub; (iv) a certificate of the Chairman of the Board of Directors, President or a Vice President of Parent stating that the representations and warranties of Parent and Sub in Section 4 hereof are true and correct as of the Closing Date with the same force and effect as if made on and as of  the Closing Date and each of Parent and Sub has complied with all the terms and provisions contained in this Agreement or in the other documents delivered in connection herewith on its part to be observed or performed; and (v) such other documents as FHVHC may reasonably request.

6.8  

Capitalization Assumptions.  As set forth and based on the assumptions set forth in Schedule 6.8, including (i) any other adjustments contemplated in this Agreement and (ii) completion of the Closing, Target shall own beneficially not less than the percentage of the Parent’s issued and outstanding shares of common stock as set forth in Schedule 6.8.

6.9 

Elimination of Liabilities.  Parent shall have fully and indefeasibly eliminated and discharged all obligations and liabilities of Parent and Sub to the satisfaction of FHVHC and its counsel as required under Section 8.6, including, without limitation, all

16

obligations and liabilities recited within that certain Business Transfer Agreement referenced in Section 4.7 above.

6.10 

Parent Director Resignations. Each of the Parent Directors designated by FHVHC, other than Daniel Duval, shall have (i) resigned as an officer of Parent and (ii) tendered his or her resignation as a director of Parent and the replacement Parent Directors designated by the FHVHC shall have been appointed .

6.11

Lock-up Agreement by FHVHC's Principal Shareholder. Target shall have delivered at Closing a signed agreement with Parent whereby Target agrees to lock up the Target Shares for not less than 12 months commencing from the date of Closing.

 Section 7.  

Additional Covenants of  Target.

7.1  

Consents.  Target covenants to Parent and Sub that it will use its commercially reasonable efforts to obtain or cause to be obtained from any required parties any consents, approvals, authorizations or waivers required hereunder in connection with the Acquired Assets and this Agreement.

7.2   

Cooperation.  Target covenants to Parent and Sub that, from the date hereof to and including the Closing Date, it will:

(a)  

Access to Information.  Cooperate and cause others under the control of Target to cooperate to the end of providing Parent and its counsel, accountants and other designated representatives full access during normal business hours to the properties, books, contracts, commitments and other records (including computer files, retrieval programs and related documentation) of Target relating to the Acquired Assets or the Business, and Target will furnish or cause to be furnished to Parent and such representatives during such period all such information and data concerning the same as Parent or such representatives reasonably may request.  Parent may, from the date hereof to the Closing Date, contact vendors, customers and manufacturers and others with whom Target does business in connection with the Business and generally in connection with the Acquired Assets; and

    (b) 

Keep Parent Informed.  Promptly notify Parent of any material matter or thing occurring which adversely affects the condition, financial or otherwise, of the Principal Assets or the Business, or the prospects thereof or therefor.

7.3   

Preserve the Business.  Target covenants to Parent and Sub that, from the date hereof to and including the Closing Date:

(a)  

Target will do or cause to be done all things necessary and appropriate with regard to the Acquired Assets to (A) continue operation of the business of LLC in the ordinary course in the same manner in which it has heretofore been conducted; (B) preserve intact the business organization and reputation relating to the Acquired Assets; (C) continue and maintain in force any insurance; (D) except as otherwise contemplated herein, use

17

its best efforts to keep available the services of the management and employees of Target; and (E) preserve the goodwill of suppliers, customers and others having business relations with Target and LLC; and

(b)  

Target will not, without the prior consent of Parent, (A) sell (except in the ordinary course of the conduct of the Business), pledge, assign, lease, give a security interest in or otherwise encumber any of the Acquired Assets; (B) enter into any commitment with respect to the operation of the Business, except in the ordinary course of the conduct of the Business; (C) voluntarily incur or become subject to, or agree to incur or become subject to, any obligation or liability (absolute or contingent) in connection with the Acquired Assets, except current liabilities incurred and obligations under contracts entered into in the ordinary course of the conduct of the Business; (D) discharge or satisfy any lien or encumbrance or pay any obligation or liability (absolute or contingent) in connection with the Business, except current liabilities incurred in the ordinary course of the conduct of the Business; (E) declare or make, or enter into any agreement to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders of Target, or purchase or redeem, or agree to purchase or redeem, any of its stock or other securities; (F) mortgage, pledge, or suffer any lien, charge or any other encumbrance, or enter into any agreement to do so, in respect to any of the Acquired Assets; (G) sell or transfer, or enter into any agreement to sell or transfer, any of the Acquired Assets or cancel or enter into any agreement to cancel any debts or claims, except in each case in the ordinary course of the conduct of the Business; (H) bring about or cause to occur any extraordinary losses or waive any rights of substantial value; (I) enter into any transactions other than in the ordinary course of the conduct of the Business; (J) terminate any material contract, agreement, license or other instrument to which it is a party, except agreements which are by their terms terminable in the ordinary course of the conduct of the Business; (K) through negotiation or otherwise, make any commitment or incur any liability or obligation to any labor organization; (L) make, or agree to make, any accrual or arrangement for or payment of bonuses or special compensation of any kind to any officer, employee or agent (except as permitted or required by this Agreement); (M) increase the rate of compensation payable or to become payable by Target to any of its officers, employees or agents over the rate being paid to them at the date of this Agreement; (N) directly or indirectly, pay or make a commitment to pay any severance or termination pay to any officer, employee or agent; (O) introduce any new method of accounting in respect of the Acquired Assets, Business, or rights applicable thereto; (P) make any capital expenditures or enter into commitments for capital expenditures exceeding in the aggregate $10,000; or (Q) enter into any transactions other than in the ordinary course of the conduct of the Business.

7.4  

Ordinary Course.  FHVHC covenants to Parent and Sub that, notwithstanding Section 7.3, at all times from and after the date hereof until the Closing Date, it covenants and agrees as to itself and its subsidiaries that (except as expressly contemplated or permitted by this Agreement, or to the extent that Parent shall otherwise consent in writing) Target and each of its subsidiaries shall conduct its businesses only in, and none of Target and such subsidiaries shall take any action except in, the ordinary course consistent with past practice.

18

7.5

Application of Proceeds. Following Closing Parent shall utilize at least $700,000 of proceeds received from the Minimum Placement for developing, supporting and operating a division that will be established for owning, operating and expanding Parent owned routes and vending machines.

Section 8.  

Additional Covenants by Parent and Sub.

8.1  

Consents and Waivers.  Each of Parent and Sub will use commercially reasonable efforts to assist Target in obtaining from any required parties any consents, approvals, authorizations or waivers required hereunder in connection with the Reorganization.

8.2  

Books and Records.  After the date hereof, Parent and Sub shall permit Target and its authorized representatives, in connection with (i) the preparation of Target’s tax returns, (ii) the determination or enforcement of FHVHC’s rights and obligations under this Agreement, (iii) FHVHC’s compliance with the requirements of any governmental or quasi-governmental authority or body or (iv) the matters described in paragraph (c) below, to have reasonable access during normal business hours to the Books and Records relating to the operation of the Business prior to the Closing Date.

8.3  

Related Transactions.  [Reserved]

8.4  

Announcing Report.  Contemporaneous with or prior to the earlier of (i) Parent’s first public announcement of the transactions contemplated hereby and (ii) 5:30 p.m. (New York City time) on the fourth (4th) business day following the Closing Date, Parent shall file a Form 8-K with the SEC describing the terms of the transactions contemplated by this Agreement in the form required by the Exchange Act, including any required financial statements (the “Announcing Form 8-K”).  Parent shall not make any public announcement regarding the transactions contemplated hereby prior to the Closing, unless otherwise required by the rules and regulations of the SEC or other authority.

8.5  

Ordinary Course.  At all times from and after the date hereof until the Closing Date, Parent covenants and agrees as to itself and its subsidiaries that (except as expressly contemplated or permitted by this Agreement, or to the extent that FHVHC shall otherwise consent in writing) Parent and each of its subsidiaries shall conduct its businesses only in, and none of Parent and such subsidiaries shall take any action except in, the ordinary course consistent with past practice.

8.6  

Elimination of Liabilities.  Except as set forth in Schedule 8.6, Parent shall cause the cumulative obligations and liabilities of Parent and Sub immediately prior to the Effective Time to consist solely of the liabilities for legal expenses and escrow fees in an amount not to exceed $500.  Parent shall cause all other obligations and liabilities of Parent and Sub to be satisfied or assumed by a third party (together with appropriate releases or indemnities in favor of Parent and Sub), in form and substance satisfactory to Target and its counsel, immediately prior to the Effective Time.

19

8.7

Post-Closing Equity Plan.  Following the Closing Parent may adopt a stock equity plan (the “Equity Plan”) containing such terms and provisions as Parent’s board of directors may deem to be in the best interests of Parent. The Equity Plan shall be for the benefit of employees, directors and consultants of Parent and the LLC, provided that grants under the Equity Plan shall not in the aggregate exceed 2,600,000 shares of common stock, and provided further that all shares or other securities granted under the Equity Plan shall be “locked up” and not be permitted to be sold or transferred for a period that shall terminate not earlier than the date that is the one year anniversary of the Closing.

Section 9.  

Indemnification.

9.1  

Indemnity Agreement of Target.  Subject to the provisions and limitations of this Section 9, FHVHC, for itself, its successors and assigns, agrees to indemnify and save harmless each of Parent and Sub and its respective officers, directors, representatives, and agents from and against:

(a)  

Failure to Perform Obligations.  Any Event of Loss (as defined below) or Loss (as defined below) arising as a result of FHVHC’s failure to perform or discharge any of its duties or obligations to be performed by Target hereunder prior to the Closing Date; and

(b)  

Breach of Representation Warranty or Covenant.  Any Event of Loss or Loss arising from any breach of a representation, warranty or covenant of FHVHC set forth in this Agreement.

9.2  

Indemnity Agreement of Parent and Sub.  Subject to the provisions and limitations of this Section 9, each of Parent and Sub, for itself, its successors and assigns, agrees to indemnify and save harmless FHVHC from and against:

(a)  

Failure to Perform Obligations.  Any Event of Loss or Loss arising as a result of Parent’s or Sub’s failure to discharge or perform any duties or obligations to be performed by Parent or Sub hereunder prior to the Closing Date; and

(b)  

Breach of Representation, Warranty or Covenant.  Any Event of Loss or Loss arising from any breach of a representation, warranty or covenant of Parent or Sub set forth in this Agreement.

9.3  

Definition of “Loss”.  Any party to this Agreement against which indemnification may be sought pursuant to this Section 9 shall be herein called an “Indemnifying Party,” and any person entitled to indemnification pursuant to this Section 9 shall be herein called an “Indemnified Party.”  The occurrence of an event which may result in a loss, cost, expense or liability of an Indemnified Party hereunder as to which the Indemnifying Party shall have received notice from the Indemnified Party shall be herein called an “Event of Loss,” and the amount of any loss, cost, expense or liability of any kind whatsoever (including legal fees and disbursements incurred in connection therewith) incurred by an Indemnified Party shall be herein called a “Loss;” provided, however, that for purposes of computing the amount of Loss

20

incurred by any Indemnified Party, there shall be deducted an amount equal to the amount of any insurance proceeds (other than self-insurance) directly or indirectly received by such Indemnified Party in connection with such Loss or the circumstances giving rise thereto.

Upon payment by an Indemnified Party of any Loss, the Indemnifying Party shall discharge its obligation to indemnify the Indemnified Party against such Loss by paying to the Indemnified Party an amount that, on an after-tax basis reflecting the hypothetical tax consequences, if any, of the receipt of such amount, shall be equal to the hypothetical after-tax amount of such Loss by taking into account the hypothetical tax consequences, if any, to the Indemnified Party of the payment of such Loss.  For purposes of this Section 9, references to “after-tax basis,” “hypothetical” tax consequences and “hypothetical” after-tax amount refer to calculations of foreign, federal, state and local tax at the maximum statutory rate (or rates, in the case of an item of income or deduction taxable or deductible for purposes of more than one tax) applicable to the Indemnified Party for the relevant year, after taking into account, for example, the effect of deductions available for other taxes such as state and local income taxes, which effect would similarly be calculated on the basis of the maximum statutory rate (or rates) of the tax (or taxes) for which such deduction was available.

9.4  

Insurance Proceeds Received After Indemnification.  Each party agrees that, if it receives any payments from the other party hereto with respect to any Loss pursuant to this Section 9 and subsequently such party receives any amount of insurance proceeds (other than from self-insurance) in connection with any such Loss or the circumstances giving rise thereto, such party agrees to promptly deliver or cause to be delivered the amount of such insurance proceeds to the party that made such indemnification payments pursuant to this Section 9; provided, however, a party shall not be required to pay (or cause to be paid) to the other party an amount of insurance proceeds in excess of the payment in respect of the related Loss paid by the Indemnifying Party.

9.5  

Deductible Amount and Time Period.  An Indemnifying Party shall not be required to make any indemnification payments hereunder for which such Indemnifying Party would otherwise be liable under this Section 9 until (and then only to the extent that) the total of all amounts to which, but for the provisions of this sentence, the Indemnified Party would be entitled pursuant to this Section 9 with respect to all Losses actually exceeds $25,000; provided, however, that the limitations on liability set forth in this sentence shall not be applicable to (i) any claim against an Indemnifying Party alleging fraudulent misrepresentation or (ii) any payments to be made by the Indemnifying Party pursuant to any provision of this Agreement (other than those set forth in this Section 9) or any provision of the instruments of assumption referred to herein.

Notwithstanding anything in this Section 9 to the contrary, the Indemnifying Party shall have (i) no liability for any Loss arising out of claims of a person not a party or an affiliate of a party to this Agreement as to which the Indemnifying Party shall not have received notice within six years from the Closing Date and (ii) no liability for any Loss arising out of claims under this Agreement (other than those referred to in clause (i) of this sentence) as to which the Indemnifying Party shall not have received notice within four years from the Closing Date.

21

9.6  

Defense of Claims.  In case any legal action shall be commenced or threatened (provided that in the case of a threatened legal action the Indemnified Party believes in good faith that an indemnifiable Loss is likely to occur) against an Indemnified Party which could result in a Loss, the Indemnified Party shall promptly notify the Indemnifying Party in writing.  After receipt of any such notice, the Indemnifying Party shall have the right, exercisable by written notice of exercise to the Indemnified Party promptly after receipt of the notice provided for in the next preceding sentence, (A) to participate in and (B) assume (and control) the defense of such action, at its own expense and with its own counsel, provided such counsel is satisfactory to the Indemnified Party.  If the Indemnifying Party elects to assume the defense of such action, the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action.  The Indemnified Party shall have the right to participate in (but not control) the defense of any such action, but the fees and expenses of counsel for the Indemnified Party shall be at its own expense except as set forth in the following sentence.  The Indemnifying Party shall bear the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel due to actual or potential conflicting interests between the Indemnified Party and the Indemnifying Party, (ii) the Indemnifying Party shall not elect to assume the defense of the action, (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnifying Party in connection with its assumption of the defense of the action within a reasonable time after notice pursuant to the first sentence of this paragraph is delivered to the effect that such action has been commenced or is threatened, or (iv) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party to handle the defense of the action at the expense of the Indemnifying Party.  In no event will the Indemnifying Party be liable for any settlement or admission of liability with respect to any action without its prior written consent, which shall not be unreasonably withheld, but if settled with such consent, the Indemnifying Party shall be liable therefor, subject to the limitations set forth in this Section 9.  The Indemnifying Party may not settle any liability or claim subject to indemnification pursuant to this Section 9 without the consent of the Indemnified Party and on any basis that does not provide for a full release of the Indemnified Party.  Any participation in, or assumption of the defense of, any action by an Indemnifying Party shall be without prejudice to the right of the Indemnifying Party, and shall not be construed as a waiver of its right to deny the obligation to indemnify the Indemnified Party.  The giving of notice, as above provided, of a loss, damage, cost or expense claimed to be indemnifiable hereunder, to exercise the right, as the same is provided (and limited) herein, to participate in and assume control of the defense against such claim, shall be a prerequisite to any obligation to indemnify; provided, however, that the Indemnified Party’s rights pursuant to this Section 9 shall not be forfeited by reason of a failure to give such notice or to cooperate in the defense to the extent such failure does not have a material and adverse effect on the defense of such matter.  Notwithstanding any of the above, Parent shall have control of any action arising from a tax claim to the extent such claim is reflected on Parent’s tax returns.

9.7  

Payment of Loss; Subrogation.  Any Loss for which an Indemnified Party is entitled to payment hereunder shall be paid by the Indemnifying Party upon written demand by the Indemnified Party.  The Indemnifying Party shall be subrogated to any claims or rights of the Indemnified Party as against any other persons with respect to any Loss paid by the Indemnifying Party under this Section 9.  The Indemnified Party shall cooperate with the

22

Indemnifying Party to a reasonable extent, at the Indemnifying Party’s expense, in the assertion by the Indemnifying Party of any such claims against such other persons.

9.8  

Notice of Event of Loss.  Each party agrees that it will give notice to the other party hereunder promptly, but in no event later than 30 days, after the receipt by one of its responsible officers of knowledge of a state of facts which, if not corrected, would be an Event of Loss hereunder.  Each party shall make available to the other party and its counsel and accountants, at reasonable times and for reasonable periods, during normal business hours, all books and records of such party relating to any such possible Event of Loss, and each party will render to the other such assistance as it may reasonably require of the other in order to insure prompt and adequate prosecution of the defense of any suit, claim or proceeding based upon such state of facts.

Section 10.  

Termination of Agreement.  This Agreement and the transactions contemplated hereby may be terminated in the following manner:

10.1  

This Agreement may be terminated at any time before Closing by the mutual consent of the Board of Directors of Parent (on behalf of Parent and Sub) and the Board of Directors of FHVHC.

10.2  

Parent (on behalf of Parent and Sub) may terminate this Agreement, at its sole option, if the Closing has not occurred by July 31, 2013.

10.3  

FHVHC may terminate this Agreement, at its sole option, if the Closing has not occurred by July 31, 2013.

10.4  

Either Parent or FHVHC may terminate this Agreement prior to Closing if:

(a)  

the other (with Parent and Sub being one party for this purpose) breaches its representations, warranties or covenants herein in any material respect; or

(b)  

any event occurs or fails to occur which renders impracticable satisfaction of any of the conditions to its respective obligations under Sections 6 or 7 hereof.

10.5  

Upon termination of this Agreement as provided for above and notwithstanding any other provision of this Agreement, none of the parties hereto shall have any further rights or obligations hereunder.  In the event of the termination of this Agreement pursuant to the preceding sentence, the provisions set forth in the first sentence of Section 11.1 and in Section 11.4 shall survive such termination.

10.6  

Written notice of termination of this Agreement, as provided for in this Section 10, shall be given by the party so terminating to the other party hereto, in accordance with the provisions of Section 11.12 hereof.

Section 11.  

Miscellaneous Provisions.

23

11.1  

Expenses.  Except as otherwise provided in this Agreement, each party hereto shall pay its own expenses incident to the origination, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, including all legal and accounting fees and disbursements.

11.2  

Payment and Expenses of Other Parties.  Target, Parent and Sub agree that if subsequent to the Closing Date any of them shall receive any payment due to another party each shall promptly remit the same to the other (net of any tax imposed upon either party in respect of the receipt of such payment), and if any party shall pay any obligations of the other not assumed by it hereunder, the payment shall be for the account of the party to whom the obligation relates and such party shall promptly reimburse the other party for any such payment.

11.3  

Annexes and Schedules.  The Annexes and Schedules attached hereto are incorporated herein and made a part hereof for all purposes.  As used herein, the expression “this Agreement” means the body of this Agreement and such Annexes and Schedules; and the expressions “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement and such Annexes and Schedules as a whole and not to any particular part or subdivision thereof.

11.4  

Survival of Obligations.  Subject to the applicable limitations of Section 10 above, the respective representations, warranties, covenants and agreements of the parties to this Agreement shall survive consummation of the transactions contemplated by this Agreement and shall continue in full force and effect after the Closing Date.

11.5  

Amendments and Waivers.  Except as otherwise specifically stated herein, any provision of this Agreement may be amended by, and only by, a written instrument executed by Parent on one part (acting as a single party for purposes of this Section 11.5 with Sub) and FHVHC on another part.  FHVHC may extend the time for or waive the performance of any obligation of Parent or Sub, waive any inaccuracies in the representations or warranties by Parent or Sub or waive compliance by Parent or Sub with any of the terms and conditions contained in this Agreement.  Any such extension or waiver shall be in writing and executed by FHVHC.  Parent may extend the time for or waive the performance of any obligations of FHVHC, waive any inaccuracies in the representations or warranties by Target, or waive compliance by Target with any of the terms and conditions contained in this Agreement.  Any such extension or waiver shall be in writing and executed by Parent.

11.6  

Further Assurances.  From and after the Closing Date, the parties shall, on request, cooperate with one another by furnishing any additional information, executing and delivering any additional documents and instruments, and doing any and all such other things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

11.7  

Public Statements.  Except as may be required by law, none of Target, Parent or Sub shall issue any press release or other public statement concerning the transactions contemplated by this Agreement without first providing the others with a written copy of the text

24

of such release or statement and obtaining the consent of the other (with Parent acting on behalf of itself and Sub) respecting such release or statement.

11.8  

Confidentiality.  If the transactions contemplated by this Agreement shall be consummated, (i) Target shall keep this Agreement, the terms hereof, and all documents and information relating to this Agreement and to the Business confidential, except as may be required by law and (ii) Parent and Sub shall keep this Agreement, the terms hereof, and all documents and information received from Target, to the extent they relate to anything other than the Business, confidential, except as may be required by law.  In the event that the transactions contemplated by this Agreement shall not be consummated, each party (with Parent acting on behalf of itself and Sub as a single party for purposes of this Section 11.8) (i) shall return to the other party all such documents and written information as it shall have received from the other party in connection with this Agreement, (ii) shall treat such documents and information as confidential, and (iii) shall not disclose or utilize, and shall use its best efforts to prevent any of its employees from disclosing or utilizing, such documents and information.  However, in any event, the restrictions of this Section 11.8 shall not apply (i) in the case of Parent, to any document or information if such document or information (A) was already known to Parent, as evidenced by Parent’s written records, prior to the receipt of such document or information from FHVHC, (B) was publicly available at the time of the disclosure of such document or information by Target to Parent or subsequently became publicly available through no fault of Parent, or (C) was approved for public disclosure by the written authorization of Target and (ii) in the case of Target, to any document or information, if such document or information (A) was publicly available at the time of disclosure of such document or information by Target to Parent or subsequently became available through no fault of FHVHC or (B) was approved for public disclosure by the written authorization of Parent.  Notwithstanding any termination of this Agreement, the parties’ obligations under this Section 11.8 shall continue and survive such termination for a period of five years from the date hereof as to Parent and through date of liquidation for Target.

11.9  

Parties Bound.  This Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective successors and permitted assigns.  The respective rights and obligations of any party hereto shall not be assignable without the consent of the other parties except that any and all obligations, duties, liabilities, rights and benefits owing to Parent or Sub or to be performed by Parent or Sub may be assigned to, and thereafter assumed and performed or received by, any corporation or partnership (designated by Parent by notice to FHVHC) of which 100% of the capital stock or equity interests are owned directly or indirectly by Parent or any corporation or partnership which owns directly or indirectly 100% of the capital stock of Parent, or a limited partnership of which Parent or a wholly-owned subsidiary of Parent is the sole general partner; provided, however, that Parent or Sub, as applicable, will be liable for all obligations of Parent or Sub, as applicable, to be performed hereunder to the extent not performed by such corporation or partnership in accordance with the terms hereof.

11.10  

Governing Law.  This Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of California.

25

11.11  

Remedies.  Each party recognizes that money damages may be inadequate to compensate a party for a breach by the other party of its obligations under this Agreement, and each party agrees that in the event of such a breach non-breaching party may apply for an injunction of specific performance or the granting of such other equitable remedies as may be awarded by a court of competent jurisdiction in order to afford the non-breaching party the benefits of this Agreement and that the breaching party shall not object to such application, entry of such injunction or granting of such other equitable remedies on the ground that money damages will be sufficient to compensate the non-breaching party.

11.12  

Notices.  Any notice, demand, approval, consent, request, waiver or other communication which may be or is required to be given pursuant to this Agreement shall be in writing and shall be deemed given on the earlier of the day actually received or on the close of business on the second business day next following the day when deposited in the United States mail, postage prepaid, certified or registered, addressed to the party at the address set forth after its respective name below, or at such different address as such party shall have theretofore advised the other party in writing, with copies sent to the persons indicated:

If to Target:

FHV Holdings Corp.9605 Scranton Road, Suite 350

San Diego, California 92121

Attention:   Chief Executive Officer

With a copy (which shall not constitute notice) to:

The Law Offices of Aaron A. Grunfeld & Associates

1100 Glendon Avenue, Suite 850

Los Angeles, California 90024

Attention:  Aaron A. Grunfeld

If to Parent or Sub:

Green 4 Media, Inc.

PO Box 1108

Kamuela, Hawaii 96743

Attention: Daniel Duval, President and Chief Executive Officer

With a copy (which shall not constitute notice) to:

Parsons/Burnett/Bjordahl/Hume, LLP

1850 Skyline Tower

10900 NE 4th St.

Bellevue, Washington  98004

26

James Parsons, Esq.

11.13  

Number and Gender of Words.  Whenever herein the singular number is used, the same shall include the plural where appropriate, and the words of any gender shall include each other gender where appropriate.

11.14  

Captions.  The captions, headings and arrangements used in this Agreement are for convenience only and do not affect, limit or amplify the terms and provisions hereof.

11.15  

Invalid Provisions.  If any provision hereof is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.  In lieu of such illegal, invalid or unenforceable provision there shall be added automatically as a part hereof a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

11.16  

Accounting Terms.  Unless otherwise specified or agreed to in writing by the parties hereto, all accounting terms used in this Agreement shall be interpreted in accordance with United States generally accepted accounting principles applied on a consistent basis.

11.17  

Entirety of Agreement.  This Agreement contains the entire agreement between the parties.  No representation, inducements, promises or agreements, oral or otherwise, which are not embodied herein shall be of any force or effect.  This Agreement replaces and supersedes in its entirety the Term Sheet.

11.18 

Currency.  All dollar amounts stated herein, unless otherwise specified, are stated in United States currency.

11.19  

Brokerage and Finder’s Fees.  Each party hereto agrees to pay all expenses and fees it has incurred to the extent that it has engaged a broker or finder in connection with this transaction and further agrees to indemnify and save the other party hereto harmless from any claims by any such brokers or finders in connection with the Reorganization and the other transactions contemplated by this Agreement.

11.20

Bulk Transfer Laws. Parent acknowledges that Target will not comply with the provisions of any bulk transfer laws of any jurisdiction in connection with the transactions contemplated by this Agreement.

27

11.21

Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or non-U.S. statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word ‘‘including’’ shall mean including without limitation.

11.22  

Multiple Counterparts; Facsimile Signature; Effectiveness.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original for all purposes and all of which shall be deemed, collectively, one agreement.  This Agreement may be executed by facsimile signature, each of which shall be deemed an original for all purposes hereof.  This Agreement shall become effective when executed and delivered by the parties hereto.

(remainder of page intentionally left blank – signature page follows)

28

IN WITNESS WHEREOF, the parties hereto have executed this Reorganization and Acquisition Agreement as of the date first above written.

PARENT:

GREEN 4 MEDIA, INC.

By:

Daniel Duval, President and Chief Executive Officer

SUB:

FHV  ACQUISITION CORP.

By:

Daniel Duval, President and, Chief Executive Officer

TARGET:

FHV HOLDINGS CORP.

By:

, Chief Executive Officer

1

INDEX OF SCHEDULES

TO

REORGANIZATION AND ASSET ACQUISITION AGREEMENT by and among

Green 4 Media, Inc.

FHV Acquisition Corp.,

and

FHV Holdings Corp.

FHV Holdings Corp. (“Target” or “FHV”) Schedules  

Schedule

Title

1.1

Acquired Assets.
3.8

No Adverse Change.
3.9

Title to Assets.

3.11

Litigation.
3.14

ERISA

.
3.15

Employee Plans.

3.16

Certain Payments.

3.19

Patents, Licenses and Permits.
3.20

Trademarks, Tradenames, etc.
3.22

No Material Undisclosed Liabilities.

3.23

Absence of Certain Events.
3.24

Tax Returns and Tax Liabilities.
3.25

Officers and Employees

Green 4 Media, Inc. ("GEEM") Schedules

4.6

Capitalization.
4.9

Litigation.
4.13

Absence of Undisclosed Liabilities.
4.14

Tax Returns and Tax Liabilities.

6.8

Capitalization Assumptions

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 1.1

‘‘Acquired Assets’’ means all of the right, title, and interest that Target possesses and has the right to transfer in and to all of its assets,  including all of its (a) owned real property and leased real property, (b) tangible personal property (such as machinery, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, automobiles, trucks, tractors, trailers, tools, jigs, and dies), (c) intellectual property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against past, present, and future infringements thereof, and rights to protection of past, present, and future interests therein under the laws of all jurisdictions, (d) leases, subleases, and rights thereunder, (e) agreements, contracts, indentures, mortgages, instruments, liens, guaranties, other similar arrangements, and rights thereunder, (f) accounts, notes, and other receivables, (g) securities (including the capital stock in its subsidiaries), (h) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set-off, and rights of recoupment (including any such item relating to the payment of taxes), (i) franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies, (j) books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, (k) all cash ,and (l) all ownership of Fresh Healthy Vending, LLC including any liability of Fresh Healthy Vending, LLC for unpaid income and other taxes accrued or incurred as of the Closing;  provided, however, that the Acquired Assets shall not include (i) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Target as a corporation, or (ii) all or (iii) any of the rights of Target under this Agreement (or under any side agreement between Target on the one hand and Parent on the other hand entered into on or after the date of this Agreement).  

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 3.8

No Adverse Change

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 3.9

Title to Assets

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 3.11

Litigation

1.

Action initiated by the Department of Financial Institutions, Securities Division, of the State of Washington – FHV has signed a Consent Decree, paid $5,000 to the Securities Division and without admitting or denying facts or conclusions agreed not to violate the Washington Investment Protection Act.

2.

Action initiated by the Department of Corporations of the State of California. On March 18, 2013, FHV entered into settlement agreement with the State of California, Department of Corporations (the “DOC”). The DOC alleged that FHV made inaccurate and incomplete disclosures in its 2010 and 2011 Franchise Disclosure Documents regarding its business experience and the business experience of its directors and managers, regarding the litigation history of Mr. Trotter and Mr. Yates, and regarding the bankruptcy history of Mr. Trotter and Mr. Yates, and sold franchise in the State of California without proper Franchise Disclosure Documents. As part of the Consent Decree, FHV agreed to offer its California franchisees the right to rescind their Franchise Agreements, to pay to the California franchisees who accepted offer of rescission, a refund of their initial franchise fees and the depreciated market value of their vending machines in exchange for the termination of their Franchise Agreements and the return of their vending machines.

3.

Claims asserted by franchisee, DRZ Vending – these discussions are pending and no litigation has been filed.

4.

FHVHC has additional exposure in California in regard to the sale of three franchises in latter half of 2012. If each of the three franchises accepts an offer of rescission, FHV could be required to refund amounts that in aggregate could reach approximately $208,000 although management believes that the actual amount is not likely to exceed $57,000.

FHV from time to time and in the ordinary course of its business may be subject to claims, litigation and proceedings initiated by regulators and others. There are from time to time other communications from or on behalf of franchisees making claims, requests of rescission or other relief. No assurance can be given that other litigations or proceedings will not result from these communications.

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 3.14

ERISA

None.

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 3.15

Employee Plans

None.

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 3.16

Certain Payments

None.

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 3.19

Patents, Licenses and Permits

City of San Diego Business Tax Certificate

State of California Board of Equalization – Seller’s Permit

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 3.20

Trademarks, Tradenames, etc.

Canada Trademark Approval – No. 1498299

Canada Trademark Approval – No. 1499062

US Trademark Registration – No. 3,963,761

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 3.22

No Material Undisclosed Liabilities

None.

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 3.23

Absence of Certain Events

For information regarding this item and generally to a description of FHV’s history of litigation and franchise activity, please see Franchise Disclosure Document dated April 1, 2013, a copy of which has been made available to GEEM.

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 3.24

Tax Returns and Tax Liabilities

Target and Fresh Healthy Vending LLC, a California limited liability company, are filers of tax returns, but as a pass through entities under the Internal Revenue Code not a payer of taxes. Target and Fresh Healthy Vending LLC have filed tax returns or obtained extensions from filing as may have been appropriate.

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 3.25

Officers and Employees

Alex Kennedy – interim Chief Executive Officer

Jonathan Shultz – Chief Financial Officer

Lisa Komoroczy – Controller

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 4.6

Capitalization

The Capitalization of Parent is as set forth in its SEC filings.

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 4.9

Litigation

None.

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 4.13

Absence of Undisclosed Liabilities

There are no undisclosed liabilities; all liabilities of Parent are set for in Parent’s SEC filings.

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 4.14

Tax Returns and Tax Liabilities

GEEM has timely filed all tax returns or has filed them subject to extensions timely obtained. GEEM has no Federal, State or other tax liabilities that are owing.

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

Schedule 6.8

Capitalization Assumptions

FHVHC Shareholders, including other investors at Closing, shall own in the aggregate not less than 75.52% of Parent. This percentage assumes that (i) 15,648,278 shares are being issued to Target on Closing, (ii) an additional 3,023,136 shares are being issued to a limited number of investors who are acquiring those shares at Closing, and that (iii) thereafter a total of 25,382,611 shares will be issued thereafter, all after giving effect to the Stock Split.

Schedules to Reorganization and Asset Acquisition Agreement

FHV Holdings Crop./ Green 5 Media, Inc.

Reorganization and Asset Acquisition Agreement

EX-10

BUSINESS TRANSFER AND INDEMNITY AGREEMENT

by and between

 GREEN 4 MEDIA, INC.,

a Nevada corporation,

and,

Daniel Duval

Dated:   As of July 22, 2013

GEEM/FHV Business Transfer-Indemnity v9

BUSINESS TRANSFER AND INDEMNITY AGREEMENT

THIS BUSINESS TRANSFER AND INDEMNITY AGREEMENT (this “Agreement”), dated as of July__, 2013, is entered into by and among Green 4 Media, Inc., a Nevada corporation (“Company” or "GEEM"), Daniel Duval, an individual (“Buyer”), and is made with reference to the following matters:

RECITALS

A.

GEEM, a development stage company that operates as an Eco Marketing and Advertising company offering solutions to clients wishing to stand out of the crowd by showing they care about the environment with the use of natural and sustainable materials in their advertising..  

B.

The business, operations and financial condition of GEEM are further described and presented in the Company's Annual Report on Form 10-K for the fiscal year ended  August 31, 2012, and in the Company's most recent quarterly reports on Form 10-Q for the periods ended November 30, 2012, February 28, 2013, May 31, 2013 as filed with the Securities and Exchange Commission (“SEC”) on January 14, 2013  and April 4, 2013, and June 26, 2013 respectively (the "GEEM Business")

C.

 Company has entered into that certain Reorganization and Asset Acquisition Agreement (the “Reorganization Agreement”), dated as of July __, 2013, with FHV Holdings Corp., a California corporation (“FHVHC”), and FHV Acquisition Inc., a California corporation wholly owned by Company (“Acquisition Sub”), pursuant to which Acquisition Sub will  acquire all assets of FHVHC pursuant to the terms of the Reorganization Agreement solely in exchange for common stock of GEEM  (the “Reorganization”).

D.

 It is a  covenant under the Reorganization Agreement that upon or following effectiveness of the  Reorganization (the “Reorganization Closing” and the date of the Reorganization Closing, the “ Closing Date”) that Company (i) sell or commit  to sell to Buyer and that Buyer acquire or commits to acquire from Company all of the GEEM Business, (ii) acquire from the Buyer all of the  shares of GEEM owned by Buyer amounting to 1,000,000 shares of common stock (the "Indemnity Shares") before giving effect to a  11.671652  to 1 forward share split in the form of a stock dividend (the "Stock Split"), (iii) pay to Buyer an aggregate of $191,000 and  that (iv) Company receives or obtains from Buyer indemnities that hold  Company, FHVHC and the shareholders or equity holders of FHVHC as of  the Closing (the “Existing FHVHC Shareholders”) for any and all liabilities of GEEM in existence, arising during, or relating to the period prior to the Closing (such liabilities being, the “Assumed Liabilities”), excepting those liabilities expressly set forth on Schedule 1 attached hereto which such liabilities shall remain the sole responsibility of Company (the “Retained Liabilities”).

E.

Buyer has received or will receive a substantial benefit from the consummation of the Reorganization.

F.

It is the express intent of the parties hereto that FHVHC and the FHVHC Shareholders shall be third-party beneficiaries of Buyers' obligations in respect of the

GEEM/FHV Business Transfer-Indemnity v9

Indemnified Liabilities under this Agreement as if FHVHC and the FHVHC Shareholders were parties to this Agreement.  

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for such other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1

Specific Definitions.  When used in this Agreement, the following terms shall have the following meanings:

 “Affiliate” shall mean, with respect to any Person (i) a Person directly or indirectly controlling, controlled by or under, control with such Person, (ii) a Person owning or controlling 10% or more of the outstanding voting securities of such Person or (iii) an officer, director, general partner, member or manager of such Person, or a member of the immediate family of an officer, director, general partner, member or manager of such Person.  When the Affiliate is an officer, director, partner or manager of such Person or a member of the immediate family of an officer, director, general partner, member or manager of such Person, any other Person for which the Affiliate acts in that capacity shall also be considered an Affiliate.  For these purposes, control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“Agreement” shall mean this Business Transfer And Indemnity Agreement, including all schedules thereto, as the same may hereafter be amended, modified or supplemented from time to time.

“Applicable Law” shall mean, with respect to any Person, any domestic or foreign, Federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any Authority applicable to such Person or any of its Affiliates or ERISA Affiliates or any of their respective properties, assets, officers, directors, general partners, managers, employees, consultants or agents (in connection with such officer’s, director’s, general partner’s, manager’s, employee’s, consultant’s or agent’s activities on behalf of such Person or any of its Affiliates or ERISA Affiliates).

“Assumed Liabilities” shall have the meaning specified in paragraph D of Recitals.

“Authority” shall mean any governmental, regulatory or administrative body, agency or authority, any court or tribunal of judicial authority, any arbitrator or any public, private or industry regulatory authority, whether Federal, state, local or foreign.

“Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in Los Angeles, California are authorized or required by Applicable Law to close.

2

FHV/GEEM

Business Transfer Indemnity Agreement v10

“Buyer Documents” shall mean this Agreement and all other agreements, instruments and certificates to be executed and delivered by Buyer in connection with this Agreement.

“Closing” shall mean the consummation of the transactions contemplated in this Agreement.

“Closing Date” shall mean the date upon which the Closing occurs.

“Code” shall mean the Internal Revenue Code of 1986, as the same may hereafter be amended from time to time.  Any reference to a specific section of the Code shall refer to the cited provisions as the same may be subsequently amended from time to time, as well as to any successor provision(s).

“Company” shall have the meaning set forth in the introductory paragraph hereof.

“Company Documents” shall mean this Agreement and all other agreements, instruments and certificates to be executed by Company in connection with this Agreement.

“Company Indemnified Parties” shall have the meaning specified in Section 8.2.

“Contracts” of a Person shall mean all contracts, agreements, warranties, guaranties, indentures, bonds, options, leases, subleases, easements, mortgages, plans, collective bargaining agreements, licenses, commitments or binding arrangements of any nature whatsoever, express or implied, written or unwritten, and all amendments thereto, entered into or binding upon that Person or to which any property of that Person may be subject.

“Effective Date of the Closing” shall have the meaning specified in Section 3.1.

“Effective Time” shall mean 12:01 a.m. Los Angeles time on the Effective Date of the Closing.

“Indemnity Shares” shall have the meaning specified in paragraph D of Recitals.

“Lien” shall mean any lien, encumbrance, pledge, mortgage, security interest, lease, charge, conditional sales contract, option, restriction, reversionary interest, right of first refusal, voting trust arrangement, preemptive right, claim under bailment or storage contract, easement or any other adverse claim or right whatsoever.

“Losses” shall mean all damages, awards, judgments, assessments, fines, sanctions, penalties, charges, costs, expenses, payments, Taxes, diminutions in value and other losses, however suffered or characterized, all interest thereon, all costs and expenses of investigating any claim, lawsuit or arbitration and any appeal therefrom, all actual attorneys’, accountants’ investment bankers’ and expert witness’ fees incurred in connection therewith, whether or not such claim, lawsuit or arbitration is ultimately defeated and, subject to ARTICLE VIII, all amounts paid incident to any compromise or settlement of any such claim, lawsuit or arbitration.

“Reorganization Closing” shall have the meaning defined in paragraph C. of Recitals.

3

FHV/GEEM

Business Transfer Indemnity Agreement v10

“Reorganization Closing Date” shall have the meaning defined in paragraph C. of Recitals as set forth above.

“Order” shall mean any decree, order, judgment, writ, award, injunction, rule or consent of or by an Authority.

“Person” shall mean any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, branches, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator, as well as any syndicate or group that would be deemed to be a Person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

“Proceeding” shall have the meaning specified in Section 6.1.

“Purchase Price” shall have the meaning specified in Section 2.2.

“Buyer"  shall have the meaning set forth in the introductory paragraph of this Agreement.

"Stock Split" shall have the meaning defined in paragraph D of Recitals as set forth above.

“Tax” shall mean any federal, state, local or foreign tax, charge, fee, levy, deficiency or other assessment of whatever kind or nature (including without limitation, any net income, gross income, gross receipts, sales, use, value added, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, unemployment, excise, estimated, severance, stamp, occupation, real property, personal property, intangible property, occupancy, recording, minimum, environmental and windfall profits tax, including any liability therefor as a transferee (including without limitation under Section 6901 of the Code or any similar provision of Applicable Law), as a result of Treasury Regulation Section 1.1502-6 or any similar provision of Applicable Law, or as a result of any tax sharing or similar agreement, together with any interest, penalty, addition to tax or additional amount imposed by any Tax Authority.  “Taxing” and Taxable” shall have the correlative meanings.

“Transfer Taxes” shall mean all Taxes (other than Taxes measured on or by net income) incurred or imposed upon Buyer Company by reason of the transfer of the Transferred Shares to Buyer pursuant to this Agreement, including sales and use taxes, real property transfer taxes, excise taxes, and stamp, documentary, filing, recording, permit, license, registration or authorization duties or fees (including penalties and interest in respect of any of the foregoing).

“ GEEM Business” shall have the meaning specified in paragraph B of Recitals.

1.2

Interpretation; Construction.  References in this Agreement to “Articles,” “Sections” and “Schedules,” shall be to the Articles, Sections and Schedules of this Agreement, unless otherwise specifically provided; where the context or construction requires, all words applied in the plural shall be deemed to have been used in the singular, and vice versa; the masculine shall include the feminine and neuter, and vice versa; and the present tense shall

4

FHV/GEEM

Business Transfer Indemnity Agreement v10

include the past and future tense, and vice versa; the words “herein”, “hereof” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and except as otherwise specified in this Agreement, all references in this Agreement (a) to any Person shall be deemed to include such Person’s permitted heirs, personal representatives, successors and assigns, (b) to any agreement, any document or any other written instrument shall be a reference to such agreement, document or instrument together with all schedules, attachments and appendices thereto, and in each case as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof prior to the Effective Time and (c) to any law, statute or regulation shall be deemed references to such law, statute or regulation as the same may be supplemented, amended, consolidated, superseded or modified from time to time prior to the Effective Time.  

ARTICLE II

SALE AND PURCHASE OF EQUITY INTERESTS

2.1

Transfer of GEEM Business .  On the terms and subject to the conditions set forth in this Agreement and in reliance upon the representations and warranties of the parties hereto, at the Closing, Company shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Company, all of the GEEM Business.

2.2

Purchase Price and Other Consideration.   In exchange for the GEEM Business, Buyer shall (i) assume all liabilities, obligations and costs of the GEEM Business that are owing, existing, contingent, or which have arisen or may have arisen through the date of this Agreement since inception of the Company, (ii) indemnify and reimburse the Company from any and all costs, expense or claims  or other losses incurred by the Company with respect to any matter of any nature that has or have arisen or may be claimed to have arisen from the date of the Company's inception on June 8, 2011 through the Closing Date and (iii) shall transfer and deliver the Indemnity Shares to the Company (collectively, the foregoing are the "GEEM Business Consideration"). In exchange for the GEEM Business Consideration, the Company shall deliver to the Buyer (i) the GEEM Business, together with all assets and liabilities related thereto, and (ii) $191,000 (collectively with the GEEM Business, the "Purchase Indemnity Consideration") .

2.3

Transfer Taxes.  All Transfer Taxes imposed by any Tax Authority with respect to any transaction contemplated by this Agreement (if any) shall be duly and timely paid by Buyer, who shall also duly and timely file all Tax Returns in connection with such Transfer Taxes.  Buyer shall give a copy of each such Tax Return to Company for its review with sufficient time for comments prior to filing, and shall give Company a copy of such Tax Return as filed, together with proof of payment of the Transfer Tax shown thereon, promptly after filing.

ARTICLE III

CLOSING

3.1

Time and Place.  The Closing shall take place on the Business Day when all of the conditions precedent to each party’s obligations hereunder have been satisfied or waived and

5

FHV/GEEM

Business Transfer Indemnity Agreement v10

Company shall have received the Purchase Price.  Notwithstanding the foregoing, the Closing shall be deemed to be effective following the Reorganization Closing Date (the “Effective Date of the Closing”).

3.2

Transactions at the Closing.  At the Closing, the following shall occur:

(a)

On the terms and subject to the conditions of this Agreement, Buyer shall deliver each of the items comprising the GEEM Business Consideration;

(b)

Company shall deliver assignments and other appropriate documents of transfer to Buyer relating to the GEEM Business and shall deliver the Purchase Indemnity Consideration to the Buyer;

(c)

Company and Buyer shall deliver, or cause to be delivered, to each other any and all other assignments, documents, instruments and conveyances as may be reasonably requested to effect the consummation of the transactions contemplated by this Agreement to evidence Buyer’s interest in and title to the GEEM Business and Company's acquisition of the Indemnity Shares.

The foregoing transactions shall be deemed to occur promptly after the Closing.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF COMPANY

Company represents and warrants to Buyer that:

4.1

Authority to Execute and Perform Agreements.  Company has the right, power and authority to enter into, execute and deliver this Agreement and all other Company Documents and to transfer, convey and sell to Buyer at the Closing the GEEM Business under the terms of this Agreement.

4.2

Due Authorization; Enforceability.  Company has taken all actions necessary to authorize the execution and delivery of this Agreement and the performance of the obligations under this Agreement and all other Company Documents.  This Agreement and all other Company Documents have been duly and validly executed by Company and (assuming the due authorization, execution and delivery of Buyer) constitute the legal, valid and binding obligation of Company, enforceable against such Company in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Applicable Laws affecting creditors’ rights generally or by general equitable principles affecting the enforcement of contracts.

4.3

No Broker.  No financial advisor, broker, finder, agent or similar intermediary has acted for or on behalf of Company in connection with this Agreement or the transactions contemplated herein, and no financial advisor, broker, finder, agent or similar intermediary is entitled to any broker’s or finder’s or similar fee or other commission in respect of such

6

FHV/GEEM

Business Transfer Indemnity Agreement v10

transactions based on any agreement, arrangement or understanding with Company or any action taken by Company.

ARTICLE V

REPRESENTATIONS AND WARRANTIES
OF BUYER REGARDING COMPANY AND GEEM BUSINESS

Buyer, represents and warrants to Company, for the benefit of Company, FHVHC and the FHVHC Shareholders:

5.1

Authority; Due Authorization.

(a)

Authority to Execute and Perform Agreements.  Buyer has all requisite power, authority and approvals required to enter into, execute and deliver this Agreement and all of the other Buyer Documents and to perform fully Buyer’s obligations hereunder and thereunder.

5.2

Due Authorization; Enforceability.  Buyer has taken all individual and corporate actions necessary to authorize Buyer to enter into and perform fully his obligations under this Agreement and all of the other Buyer Documents to be executed by him and to consummate the transactions contemplated herein and therein.  This Agreement has been duly and validly executed by the Buyer and (assuming due authorization, execution and delivery by Company) constitutes the legal, valid and binding obligation of Buyer, enforceable against each of the Buyer in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Applicable Laws affecting creditors’ rights generally or by general equitable principles affecting the enforcement of contracts.

5.3

Reorganization Agreement Representations and Warranties  Buyer hereby represents and warrants, for its own account, all of the representations and warranties made by, or in respect of, Company pursuant to the Reorganization Agreement, as if such representations and warranties are expressly set forth herein

ARTICLE VI

CONDITIONS PRECEDENT TO THE OBLIGATION
OF EACH PARTY TO CLOSE

The obligations of Company and Buyer to consummate the transactions contemplated herein shall be subject to the fulfillment, at or prior to the Closing, of each of the conditions set forth below (any of which may be waived by the parties in whole or in part):

6.1

No Action or Proceeding.  The consummation of the transactions contemplated herein shall not violate any Applicable Law.  Further, no temporary restraining Order, preliminary or permanent injunction, cease and desist Order or other legal restraint preventing the consummation of the transactions contemplated herein, or imposing material damages in respect thereof, shall be in effect, nor shall there be any action or proceeding pending or threatened by any Person which seeks any of the foregoing or seeks to impose conditions which

7

FHV/GEEM

Business Transfer Indemnity Agreement v10

would be materially burdensome upon the business of Company and which presents a substantial risk that the relief sought will be granted.

ARTICLE VII

CONDITIONS PRECEDENT TO THE OBLIGATION
OF BUYER TO CLOSE

The obligation of Buyer to consummate the transactions contemplated herein shall be subject to the fulfillment, at or before the Closing Date, of each of the conditions set forth below (any of which may be waived by Buyer in whole or in part):

7.1

Representations and Warranties.  The representations and warranties of Company contained in this Agreement and in each other Company Document shall have been true and correct when made and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, other than such representations and warranties as are made as of another specified date, which shall be true and correct as of such date, provided, however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 7.1 has been satisfied, that portion of such representation or warranty as so qualified must be true and correct in all respects.  At the Closing, Company shall have delivered to Buyer a certificate to such effect signed by an officer of Company and addressed to Buyer.

7.2

Performance of Covenants.  Each obligation of Company to be performed by Company on or before the Closing Date pursuant to the terms of this Agreement and each other Company Document shall have been duly performed on or before the Closing Date.  At the Closing, Company shall have delivered to Buyer a certificate to such effect signed by an officer of Company and addressed to Buyer.

ARTICLE VIII

INDEMNIFICATION

8.1

Indemnification by Company.  Company shall indemnify, defend and hold harmless  Buyer, from and against any and all Losses which may be incurred or suffered by  Buyer  and which may arise out of or result from:

(a)

any breach of any representation, warranty, covenant or agreement of Company contained in this Agreement and

(b)

any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable legal fees and expenses, incurred in enforcing this indemnity and the indemnity obligations of Company set forth elsewhere in this Agreement.

Notwithstanding anything to the contrary contained in this Agreement, Company’s obligation to indemnify  Buyer  shall cease immediately upon the Closing.

8

FHV/GEEM

Business Transfer Indemnity Agreement v10

8.2

Indemnification by Buyer.  Buyer shall indemnify, defend and hold harmless (i) Company, (ii) FHVHC, (iii) each of their respective Affiliates, and (iv) each of their respective stockholders including, without limitation the Existing FHVHC Shareholders, members, partners, directors, officers, managers, employees, agents, attorneys and representatives (collectively, the “Company Indemnified Parties”), from and against any and all Losses which may be incurred or suffered by any Company Indemnified Party and which may arise out of or result from:

(a)

any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement, the Reorganization Agreement or in any other Company Document;

(b)

any breach of any representation, warranty, covenant or agreement of Company contained in the Reorganization Agreement;

(c)

all activities, actions and omissions to act of Company (including for purposes hereof, and Company’s respective Affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys and representatives) arising prior to the Closing, regardless of whether or not any Loss related to any such activity, action or omission to act shall occur after the Closing; and

(d)

any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable legal fees and expenses, incurred in enforcing this indemnity and the indemnity obligations of Buyer set forth elsewhere in this Agreement.

In connection with the foregoing, Buyer agrees and covenants that, notwithstanding Buyer’s indemnification obligations set forth herein, it is the intent of the parties hereto that Buyer is and shall continue to be the direct and primary obligor for all of the Assumed Liabilities and Buyer further agrees and covenants that it shall cause all such Assumed Liabilities to be fully satisfied and discharged in accordance with their respective terms at no cost to Company.

8.2

Survival of Representations and Covenants of Buyers .  Notwithstanding anything to the contrary contained herein and regardless of any investigation by any Company Indemnified Party, Company, FHVHC and the other Company Indemnified Parties shall have the right to rely fully upon the representations, warranties, covenants and agreements of the Buyer contained in this Agreement, the Reorganization Agreement and in any agreement, instrument or other document delivered by Buyer or any of its representatives in connection with the transactions contemplated by this Agreement and the Reorganization Agreement.  Each representation, warranty, covenant and agreement of Buyer contained herein and in the Reorganization Agreement shall survive the execution and delivery of this Agreement and the Closing, and shall thereafter terminate and expire when a claim thereon is barred by the applicable statute of limitations (including extensions and waivers thereof).

9

FHV/GEEM

Business Transfer Indemnity Agreement v10

ARTICLE IX

TERMINATION; REMEDIES

9.1

Termination.  This Agreement may be terminated at any time prior to the Closing:

(a)

by the mutual written consent of the parties hereto; or

(b)

by Buyer, on the one hand, or by Company, on the other hand, if the Closing shall not have occurred by July 23, 2013; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(b) shall not be available to any party or parties whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; or

(c)

by Company, upon the breach in any material respect of any of the representations and warranties of Buyer contained herein or the failure by Buyer to perform and comply in any material respect with any of the agreements and obligations required by this Agreement to be performed or complied with by Buyer, provided that such breach or failure is not cured within 30 calendar days of Buyer’s receipt of a written notice from Company that such a breach or failure has occurred.

9.2

Effect of Termination.  In the event of the termination of this Agreement in accordance with Section 9.1, this Agreement shall become void and have no effect, with no liability on the part of any party or its Affiliates, directors, officers, employees, stockholders or agents in respect thereof; provided, however that nothing herein shall relieve any party hereto from liability for any breach of this Agreement.  

9.3

Attorneys’ Fees.  If Company or Buyer shall bring an action against the other by reason of any alleged breach of any covenant, provision or condition hereof, or otherwise arising out of this Agreement, the unsuccessful party shall pay to the prevailing party all reasonable attorneys’ fees and costs actually incurred by the prevailing party, in addition to any other relief to which it may be entitled.  

ARTICLE X

EXPENSES; CONFIDENTIALITY

10.1

Expenses of Sale.  Each of the parties hereto shall bear her or its own direct and indirect expenses incurred in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated herein and therein.  

10.2

Confidentiality.  Except in connection with any dispute between the parties and subject to any obligation to comply with (i) any Applicable Law (ii) any rule or regulation of any Authority or securities exchange or (iii) any subpoena or other legal process to make information available to the Persons entitled thereto, whether or not the transactions contemplated herein shall be concluded, all information obtained by any party about any other, and all of the terms and conditions of this Agreement, shall be kept in confidence by each party, and each party shall cause its stockholders, directors, officers, managers, employees, agents and attorneys to hold

10

FHV/GEEM

Business Transfer Indemnity Agreement v10

such information confidential. Notwithstanding the foregoing this Agreement may be disclosed within and filed as an exhibit to any filing made by the Company with the SEC.

ARTICLE XI

NOTICES

11.1

Notices.  All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by facsimile or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to:

If to Company:

Green 4 Media, Inc.

c/o Fresh Healthy Vending LLC  
9605 Scranton Road, Suite 350

San Diego, California 92121

Attention: Chief Executive Officer

With a copy (which shall not constitute notice) to:

The Law Offices of Aaron A. Grunfeld & Associates

1100 Glendon Avenue, Suite 850

Los Angeles, California 90024

Attention: Aaron A. Grunfeld  

If to Buyer:

Daniel Duval

PO Box 1108

Kamuela, Hawaii 96743

With a copy (which shall not constitute notice) to:

Parsons/Burnett/Bjordahl/Hume, LLP

1850 Skyline Tower

10900 NE 4^th St.

Bellevue, Washington 98004

James Parsons, Esq.

All notices, requests and other communications shall be deemed given on the date of actual receipt, delivery or refusal as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address specified above.  In case of service by facsimile, a copy of such notice shall be personally delivered or sent by registered or certified

11

FHV/GEEM

Business Transfer Indemnity Agreement v10

mail, in the manner set forth above, within three Business Days thereafter.  Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional Person to which all such notices or communications thereafter are to be given.

ARTICLE XII

MISCELLANEOUS

12.1

Further Assurances.  Each of the parties shall use its reasonable and diligent best efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for such party’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated herein.

12.2

Modifications and Amendments; Waivers and Consents.  At any time prior to the Closing Date or termination of this Agreement, Buyer, on the one hand, and Company, provided that it has obtained the written consent of FHVHC, on the other hand, may, by written agreement:

(a)

modify or amend the provisions of this Agreement;

(b)

extend the time for the performance of any of the obligations or other acts of the other parties hereto;

(c)

waive any inaccuracies in the representations and warranties made by the other parties contained in this Agreement or any other agreement or document delivered pursuant to this Agreement; and/or

(d)

waive compliance with any of the covenants or agreements of the other parties contained in this Agreement.  However, no such waiver shall operate as a waiver of, or estoppel with respect to, any subsequent or other failure.  Whenever this Agreement requires or permits a waiver or consent by or on behalf of any party hereto, such waiver or consent shall be given in writing.

12.3

Entire Agreement.  This Agreement (including any Schedules hereto) and the agreements, documents and instruments to be executed and delivered pursuant hereto or referred to herein are intended to embody the final, complete and exclusive agreement among the parties with respect to the purchase of the GEEM Business and related transactions; are intended to supersede all prior agreements, understandings and representations written or oral, with respect thereto; and may not be contradicted by evidence of any such prior or contemporaneous agreement, understanding or representation, whether written or oral.

12.4

Governing Law and Venue.  

(a)

This Agreement is to be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within the State of California, and without regard to the conflicts of laws principles thereof.

12

FHV/GEEM

Business Transfer Indemnity Agreement v10

(b)

Any suit brought hereon against Buyer or Company, whether in contract, tort, equity or otherwise, shall be brought in the state or federal courts sitting in Los Angeles, California, with the parties hereto hereby waiving any claim or defense that each such forum is not convenient or proper.  Each party hereby agrees that any such court shall have in personam jurisdiction over it, consents to service of process in any manner authorized by California law, and agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner specified by law.

12.5

Assignment.  This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the parties hereto and their permitted successors and assigns.

12.6

Counterparts.  This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original of the party or parties who executed such counterpart but all of which together shall constitute one and the same instrument.  In making proof of this Agreement it shall not be necessary to produce or account for more than one counterpart evidencing execution by each party hereto. Delivery of an executed counterpart of a signature page to this Agreement or any Transaction Document by facsimile or electronically shall be as effective as delivery of a manually executed counterpart of any such agreement.

12.7

Section Headings.  The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

12.8

Severability.  In the event that any provision or any part of any provision of this Agreement shall be void or unenforceable for any reason whatsoever, then such provision shall be stricken and of no force and effect.  However, unless such stricken provision goes to the essence of the consideration bargained for by a party, the remaining provisions of this Agreement shall continue in full force and effect, and to the extent required, shall be modified to preserve their validity.

12.9

No Third-Party Rights.  Except as otherwise set forth in this Agreement, no rights or remedies under or by reason of this Agreement shall be conferred on any Persons other than the parties hereto and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third Persons to any party to this Agreement, nor shall any provision give any third Persons any right of subrogation over or action against any party to this Agreement.

12.10

Construction.  The language in all parts of this Agreement shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto.  Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Agreement or any part thereof.

12.11

Advice of Counsel.  Each party acknowledges that such party has consulted with or has had the opportunity to consult with and be represented by independent counsel of such party’s own choice concerning this Agreement, and each party acknowledges that such party has carefully read and fully understands this Agreement, is fully aware of the contents thereof and its meaning and legal effect, and has entered into it free from coercion, duress or undue influence.

13

FHV/GEEM

Business Transfer Indemnity Agreement v10

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

BUYER:

______________________________
Daniel Duval

COMPANY:

GREEN 4 MEDIA, INC.,
a Nevada corporation

By: _______________________________

Name: _____________________________

Title: ______________________________

FHV GEEM Bus Transfer Indemnity Signature Page

SCHEDULE 1

TO

GEEM Business Transfer and Indemnity Agreement

RETAINED LIABILITIES

None.

EX-21

 Exhibit 21.1

Green 4 Media, Inc., a Nevada Corporation

Listing of Subsidiaries

FHV Acquisition Corp., a California Corporation  

Fresh Healthy Vending LLC, a California Limited Liability Company