Green Endeavors (GRNE) 10-Q 2015 Q2 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-Q
(Mark One)
X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES    EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 000-54018
______________________
GREEN ENDEAVORS, INC.
(Exact Name of Registrant as Specified in Its Charter)
______________________
Utah	27-3270121
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
59 W 100 S, 2nd Floor, Salt Lake City, UT	84101
(Address of Principal Executive Offices)	(Zip Code)
(801) 575-8073
Registrant’s Telephone Number, including Area Code
______________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes X       No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes X        No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer	Accelerated filer
Smaller reporting company   X	Non-accelerated filer
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes        No  X
On August 19, 2015, approximately 297,568,747 shares of the registrant’s common stock, $0.0001 par value, were outstanding.

GREEN ENDEAVORS, INC. AND SUBSIDIARIES

INDEX

	PAGE
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets - June 30, 2015 (unaudited) and December 31, 2014	1
Condensed Consolidated Statements of Operations - Three and Six Months Ended
June 30, 2015 and 2014 (unaudited)	2
Condensed Consolidated Statements of Cash Flows - Six Months Ended
June 30, 2015 and 2014 (unaudited)	3
Notes to Condensed Consolidated Financial Statements	4
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.Controls and Procedures	21
PART I OTHER INFORMATION
Item 1. Legal Proceedings	22
Item 1A. Risk Factors	22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3. Defaults Upon Senior Securities	23
Item 4. [Reserved]	23
Item 5. Other Information	23
Item 6. Exhibits	24
Signatures	25

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Green Endeavors, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
	June 30, 2015			December 31, 2014
	(Unaudited)
Assets
Current Assets:
Cash	$	83,915		$	100,628
Certificate of Deposit		-			28,660
Accounts receivable		11,518			15,764
Inventory		133,393			152,758
Prepaid expenses		22,630			22,800
Notes receivable - current		1,037			-
Total current assets		252,493			320,610
Property, plant, and equipment, net of accumulated depreciation of $795,597 and $727,328, respectively		342,450			402,152
Other assets		24,475			24,475
Total Assets	$	619,418		$	747,237
Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued expenses	$	394,314		$	336,569
Deferred revenue		60,393			62,755
Deferred rent		98,716			103,174
Due to related parties		108,751			77,132
Derivative liability		213,370			31,424
Current portion of notes payable		208,110			181,762
Current portion of notes payable, related party		67,439			52,250
Current portion of capital lease obligations		20,499			21,701
Current portion of convertible notes payable, net of debt discount of $51,192 and $0, respectively		81,808			110,000
Total current liabilities		1,253,400			976,767
Long-Term Liabilities:
Notes payable		72,702			114,147
Notes payable, related party		17,749			-
Capital lease obligations		3,765			12,945
Convertible debentures, related party, net of debt discount of $35,479 and $41,741, respectively		2,178,112			2,171,850
Total long-term liabilities		2,272,328			2,298,942
Total Liabilities		3,525,728			3,275,709
Stockholders’ Deficit:
Convertible supervoting preferred stock, $0.001 par value, 10,000,000 shares authorized; 10,000,000 shares issued and outstanding at June 30, 2015 and December 31, 2014; no liquidation value		10,000			10,000
Convertible preferred series B stock - $0.001 par value, 2,000,000 shares authorized, 742,383 and 760,488 shares issued and outstanding at June 30, 2015, and December 31, 2014, respectively		743			760
Preferred, undesignated stock - $0.001 par value 3,000,000 shares authorized, no shares issued and outstanding at June 30, 2015, and December 31, 2014		-			-
Common stock, $0.0001 par value, 10,000,000,000 shares authorized; 270,568,747 and 195,414,505 shares issued and outstanding at June 30, 2015, and December 31, 2014, respectively		27,056			19,541
Subscription receivable		(109,300	)		-
Additional paid-in capital		1,000,035			643,547
Accumulated deficit		(3,834,844	)		(3,202,320	)
Total stockholders’ deficit		(2,906,310	)		(2,528,472	)
Total Liabilities and Stockholders’ Deficit	$	619,418		$	747,237
The accompanying notes are an integral part of these condensed consolidated financial statements.

1

Green Endeavors, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
	Three Months Ended						Six Months Ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014
Revenue:
Services, net of discounts	$	551,140		$	628,859		$	1,055,657		$	1,245,426
Product, net of discounts		207,252			217,550			404,491			438,448
Total revenue		758,392			846,409			1,460,148			1,683,874
Costs and expenses:
Cost of services		326,869			342,817			624,312			713,301
Cost of product		118,516			136,704			228,801			265,507
Depreciation		35,622			33,105			68,270			66,031
General and administrative		422,605			313,426			887,098			668,688
Total costs and expenses		903,612			826,052			1,808,481			1,713,527
Income (loss) from operations		(145,220	)		20,357			(348,333	)		(29,653	)
Other income (expenses):
Interest income		2,458			210			3,567			417
Interest expense		(44,829	)		(11,011	)		(82,791	)		(42,105	)
Interest expense, related parties		(47,212	)		(48,595	)		(92,951	)		(98,360	)
Gain (loss) on derivative fair value adjustment		(51,500	)		24,254			(81,880	)		32,020
Gain on settlement of debt		71,025			205,200			110,220			212,194
Loss on settlement of subscription receivable		(139,304	)		-			(139,304	)		-
Other expense		(146	)		(1,141	)		(1,052	)		(2,397	)
Total other income (expenses)		(209,508	)		168,917			(284,191	)		101,769
Income (loss) before income taxes		(354,728	)		189,274			(632,524	)		72,116
Provision for income taxes		-			-			-			-
Net income (loss)	$	(354,728	)	$	189,274		$	(632,524	)	$	72,116
Net income (loss) per common share – basic and diluted
Basic:
Basic earnings per common share	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00
Weighted-average common shares outstanding		255,253,830			195,355,209			245,206,155			184,266,206
Diluted:
Diluted earnings per common share		N/A		$	0.00			N/A		$	0.00
Weighted-average common shares outstanding		255,253,830			2,106,065,006			245,206,155			2,094,976,002
The accompanying notes are an integral part of these condensed consolidated financial statements.

2

Green Endeavors, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
	Six Months Ended
	June 30, 2015			June 30, 2014
Cash Flows from Operating Activities:
Net income (loss)	$	(632,524	)	$	72,116
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		68,270			66,031
Debt discount amortization		49,118			25,791
Stock-based compensation		124,405			-
Gain on settlement of debt		(110,220	)		(212,194	)
Loss on settlement of subscription receivable		139,304			-
(Gain) loss on derivative liability fair value adjustment		81,880			(32,020	)
Initial derivative expense		6,018			-
Changes in operating assets and liabilities:
Accounts receivable		4,246			4,805
Notes receivable		(1,037	)		-
Certificate of deposit		28,660			-
Inventory		19,365			6,887
Prepaid expenses		170			-
Other assets		-			(18,527	)
Accounts payable and accrued expenses		57,746			80,437
Due to related parties		31,619			12,193
Deferred rent		(4,458	)		(2,617	)
Deferred revenue		(2,362	)		(10,250	)
Net cash used in operating activities		(139,800	)		(7,348	)
Cash Flows from Investing Activities:
Purchases of property, plant, and equipment		(8,567	)		(19,473	)
Net cash used in investing activities		(8,567	)		(19,473	)
Cash Flows from Financing Activities:
Payments made on notes payable		(97,978	)		(26,899	)
Payments made on notes payable, related party		(2,144	)		(38,395	)
Payments made on capital lease obligations		(10,382	)		(8,799	)
Proceeds from issuance of notes payable		82,880			12,021
Proceeds from issuance of notes payable, related party		35,082			-
Proceeds from issuance of convertible notes payable		98,000			-
Proceeds from issuance of stock options		26,196			-
Proceeds from issuance of convertible series B preferred stock		-			75,000
Net cash provided by financing activities		131,654			12,928
Capital decrease in cash		(16,713	)		(13,893	)
Cash at beginning of period		100,628			105,984
Cash at end of period	$	83,915		$	92,091
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	89,192		$	11,120
Non-cash investing and financing activities:
Debt discount on derivative liability, convertible notes	$	94,048		$	-
Conversion of Series B preferred shares to common stock	$	492		$	2,850
Return of Series B preferred stock	$	14		$	-
Exercised options for stock subscription	$	274,800		$	-
Conversion of debt	$	35,805		$	-
The accompanying notes are an integral part of these condensed consolidated financial Statements.

3

Green Endeavors, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

June 30, 2015 (Unaudited)

Note 1 – Nature of Operations and Basis of Presentation

Business Description

Green Endeavors, Inc., (“Green”) owns and operates two hair salons carrying the Aveda™ product line through its wholly-owned subsidiaries Landis Salons, Inc. (“Landis”) and Landis Salons II, Inc. (“Landis II”) in Salt Lake City, Utah. Green also owns and operates Landis Experience Center LLC (“LEC”), an Aveda™ retail store in Salt Lake City, Utah.

Organization

Green Endeavors, Inc. was incorporated under the laws of the State of Delaware on April 25, 2002 as Jasper Holdings.com, Inc. During the year ended December 2004, Green changed its name to Net2Auction, Inc. In July of 2007, Green changed its name to Green Endeavors, Ltd. On August 23, 2010, Green changed its name to Green Endeavors, Inc. and moved the corporate domicile from Delaware to Utah. Green has four classes of stock as follows: common with 10,000,000,000 shares authorized; preferred with 3,000,000 shares authorized; convertible preferred with 2,000,000 shares authorized; and, convertible supervoting preferred with 10,000,000 shares authorized. Green is quoted on the “OTC Pink” marketplace segment under the symbol GRNE.

Green is a more than 50% controlled subsidiary of Sack Lunch Productions, Inc. (“SAKL”). Sack Lunch Productions, Inc. is listed at OTC Markets trading under the symbol SAKL and is not currently a reporting company. Previous to April 15, 2015, SAKL was known as Nexia Holdings, Inc. and was trading under its symbol NXHD.

Landis Salons, Inc., a Utah corporation, was organized on May 4, 2005 for the purpose of operating an Aveda™ Lifestyle Salon. Landis Salons, Inc. is a wholly-owned subsidiary of Green.

Landis Salons II, Inc., a Utah corporation was organized on March 17, 2010 as a wholly-owned subsidiary of Green for the purpose of opening a second Aveda™ Lifestyle Salon.

Landis Experience Center, LLC (“LEC”), a Utah limited liability company, was organized on January 23, 2012 as a wholly-owned subsidiary of Green for the purpose of operating an Aveda™ retail store in the City Creek Mall in Salt Lake City, Utah.

Basis of Presentation

The consolidated financial statements include the accounts of Green and its subsidiaries after elimination of intercompany accounts and transactions. All consolidated subsidiaries are wholly-owned by Green.

These statements should be read in conjunction with the Company’s annual financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. In particular, the Company’s significant accounting policies were presented as Note 2 to the consolidated financial statements in that Annual Report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements for the six months ended June 30, 2015, are not necessarily indicative of the results that may be expected for the 12 months ending December 31, 2015.

Use of Estimates in the Preparation of the Financial Statements

The consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the amounts of assets and liabilities at the reporting date and the amounts of revenue and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates actual results could differ from the original estimates, requiring adjustments to these balances in future periods.

4

Green Endeavors, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

June 30, 2015 (Unaudited)

Note 2 – Summary of Significant Accounting Policies

Cash and Cash Equivalents

Investments with original maturities of three months or less at the time of purchase are considered cash equivalents. As of June 30, 2015 and December 31, 2014, Green had no cash equivalents.

Inventory

Inventory consists of items held for resale and is carried at the lower of cost or market. Cost is determined using the first in, first out (“FIFO”) method.

Property, Plant, and Equipment

Property, plant, and equipment are stated at historical cost. Depreciation is generally provided over the estimated useful lives, using the straight-line method, as follows:

Leasehold improvements	Shorter of the lease term or the estimated useful life
Computer equipment and related software	3 years
Furniture and fixtures	3-10 years
Equipment	3-10 years
Vehicle	7 years
Signage	10 years

For the six month periods ended June 30, 2015 and 2014, Green recorded depreciation expense of $68,270 and $66,031, respectively.

Long-Lived Assets

We periodically review the carrying amount of our long-lived assets for impairment. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. There were no impairments of long-lived assets during the six month periods ended June 30, 2015 and 2014.

Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Revenue Recognition

There are two primary two types of revenue for the Company: 1) providing hair salon services, and 2) selling hair salon products. Revenue is recognized at the time the service is performed or the product is delivered. All revenue sources are domestic. In some cases, such as the sale of gift cards, revenue is deferred until the gift card is redeemed.

5

Green Endeavors, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

June 30, 2015 (Unaudited)

Deferred Revenue

Deferred revenue arises when customers pay for products and/or services in advance of revenue recognition. Green’s deferred revenue consists solely of unearned revenue associated with the purchase of gift certificates for which revenue is recognized only when the service is performed or the product is delivered. As of June 30, 2015 and December 31, 2014, deferred revenue was $60,393 and $62,755, respectively.

Advertising

The Company expenses advertising production costs as they are incurred and advertising communication costs the first time the advertising takes place. For the six month period ended June 30, 2015 and 2014, advertising costs amounted to $63,603 and $45,589, respectively.

Stock-Based Compensation

Green recognizes the cost of employee services received in exchange for awards of equity instruments as stock-based compensation expense. Stock-based compensation expense is measured at the grant date based on the fair value of the restricted stock award, option, or purchase right and is recognized as expense, less expected forfeitures, over the requisite service period, which typically equals the vesting period. Because the employee is expected to and has historically received shares of common stock on or about the date of the employee stock option grant date as part of the exercise process, the fair value of each stock issuance is determined using the fair value of Green’s common stock on the grant date.

Income Taxes

Deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Also, Green's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. Green is 100% consolidated into its parent company, SAKL, and therefore does not file an income tax return. Its financial amounts are consolidated into the SAKL income tax returns. As of June 30, 2015 and December 31, 2014, a 100% valuation allowance has been placed against the deferred tax asset and therefore is not reflected on the balance sheets.

Net Loss Per Share

Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period. Diluted earnings per common share is computed by dividing net income by the weighted average number of common shares and potential common shares during the specified period. For the six months ended June 30, 2015, potential common shares are not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. There were approximately 5,142,722,303 such potentially dilutive shares excluded as of June 30, 2015.

Reclassification of Financial Statement Accounts

Certain amounts in the December 31, 2014 financial statements have been reclassified to conform to the presentation in the June 30, 2015 financial statements.

Recent Accounting Pronouncements

Management believes the impact of recently issued standards and updates, which are not yet effective, will not have a material impact on Green’s consolidated financial position, results of operations or cash flows upon adoption.

6

Green Endeavors, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

June 30, 2015 (Unaudited)

Note 3 – Inventory

Green’s inventory consists of items held for resale and product that is used in services by the Landis and Landis II salons, and all are considered finished goods. Inventory is carried at the lower of cost or market. As of June 30, 2015 and December 31, 2014, inventory amounted to $133,393 and $152,758, respectively.

Note 4 – Property, Plant, and Equipment

The following is a summary of Green’s Property, plant, and equipment by major category as of June 30, 2015:

	Cost		Accumulated Depreciation		Net
Computer equipment and related software	$	39,247	$	26,341	$	12,906
Construction in process		1,512		-		1,512
Leasehold improvements		639,254		448,156		191,098
Furniture and fixtures		27,201		23,740		3,461
Leased equipment		76,298		46,433		29,865
Equipment		281,188		202,187		79,001
Vehicle		48,193		36,145		12,048
Signage		25,154		12,595		12,559
Total	$	1,138,047	$	795,597	$	342,450

The following is a summary of Green’s Property, plant, and equipment by major category as of December 31, 2014:

	Cost		Accumulated Depreciation		Net
Computer equipment and related software	$	39,247	$	22,189	$	17,058
Construction in process		24,905		-		24,905
Leasehold improvements		625,004		410,010		214,994
Furniture and fixtures		27,201		22,117		5,084
Leased equipment		76,298		38,803		37,495
Equipment		263,478		190,114		73,364
Vehicle		48,193		32,703		15,490
Signage		25,154		11,392		13,762
Total	$	1,129,480	$	727,328	$	402,152

7

Green Endeavors, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

June 30, 2015 (Unaudited)

Note 5 – Fair Value Measurements

Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of June 30, 2015 and December 31, 2014, consisted of the following:

	Total fair		Quoted prices		Significant other		Significant
	value at		in active		observable		unobservable
	March 31,		markets		Inputs		inputs
Description	2015		(Level)		(Level 2)		(Level)
Derivative liability (1)	$	213,370	$	-	$	213,370	$	-
	Total fair		Quoted prices		Significant other		Significant
	value at		in active		Observable		unobservable
	December 31,		markets		Inputs		inputs
Description		2014	(Level)		(Level 2)		(Level)
Derivative liability (1)	$	31,424	$	-	$	31,424	$	-

(1) Derivative liability amounts are due to the embedded derivatives of certain convertible notes payable issued by the Company and are calculated using the Black Scholes pricing model (see Note 6 - Derivative liability)

Note 6 – Derivative Liability

As of June 30, 2015, the Company had a $213,370 derivative liability balance on the balance sheet, and for the six months ended June 30, 2015, the Company recorded an $81,880 loss from derivative liability fair value adjustment. The derivative liability activity comes from convertible notes payable as follows:

Eastshore Enterprises, Inc.

On August 17, 2012, Green issued a $35,000 Convertible Promissory Note to Eastshore Enterprises, Inc. (“Eastshore Note”) that matured August 17, 2014. The Eastshore Note bears interest at a rate of 8% per annum and can be convertible into Green’s common shares, at the holder’s option, at the conversion rate of 54% of the market price (a 46% discount) of the lowest trading price of Green’s common shares during the ten-day period ending one trading day prior to the date of the conversion. Green analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

The embedded derivative for the Eastshore Note is carried on Green’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. Green fair values the embedded derivative using the Black-Scholes option pricing model. The fair value of the derivative at the inception date of the Eastshore Note was $63,636. Of the total, $35,000 was recorded as a debt discount, which is up to but not more than the net proceeds of the note. $28,636 was charged to operations as non-cash interest expense. The fair value of $63,636 was recorded as a derivative liability on the balance sheet.

The debt discount for the Eastshore Note is amortized over the life of the note (approximately two years). On June 30, 2015, Green marked-to-market the fair value of the derivative liabilities related to the Eastshore Note and determined an aggregate fair value of $61,470 and recorded a $30,046 loss from change in fair value of derivative for the six month period ended June 30, 2015. The fair value of the embedded derivative for the note was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 192.84%, (3) risk-free interest rate of 0.11%, (4) expected life of .50 years, and (5) estimated fair value of Green’s common stock of $0.0020 per share.

8

Green Endeavors, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

June 30, 2015 (Unaudited)

KBM Worldwide, Inc.

As discussed in Note 8 – “Debt”, on January 26, 2015, Green issued a $64,000 Convertible Promissory Note to KBM Worldwide, Inc. (“KBM Note”) that matures October 28, 2015. The KBM Note bears interest at a rate of 8% per annum and can be convertible into Green’s common shares, at the holder’s option, at the conversion rate of 58% of the market price (a 42% discount) of an average of the three lowest trading price of Green’s common shares during the ten-day period ending one day prior to the date of the conversion. Green analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

The embedded derivative for the KBM Note is carried on Green’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. Green fair values the embedded derivative using the Black-Scholes option pricing model. The fair value of the derivative at the inception date of the KBM Note was $60,048. Of the total, $60,048 was recorded as a debt discount, which is up to but not more than the net proceeds of the note. $0 was charged to operations as non-cash interest expense. The fair value of $60,048 was recorded as a derivative liability on the balance sheet.

The debt discount for the KBM Note is amortized over the life of the note (approximately nine months). On June 30, 2015, Green marked-to-market the fair value of the derivative liabilities related to the KBM Note and determined an aggregate fair value of $93,544 and recorded a $33,496 loss from change in fair value of derivative for the six month period ended June 30, 2015. The fair value of the embedded derivative for the note was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 175.78%, (3) risk-free interest rate of 0.10%, (4) expected life of .33 years, and (5) estimated fair value of Green’s common stock of $0.0020 per share.

LG Capital Funding, LLC

As discussed in Note 8 – “Debt”, on March 25, 2015, Green issued a $34,000 Convertible Promissory Note to LG Capital Funding, LLC (“LGCF Note”) that matures March 25, 2016. The LGCF Note bears interest at a rate of 8% per annum and can be convertible into Green’s common shares, at the holder’s option, at the conversion rate of 58% of the market price (a 42% discount) of an average of the three lowest trading price of Green’s common shares during the eighteen-day period ending on the date of the conversion. Green analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

The embedded derivative for the LGCF Note is carried on Green’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. Green fair values the embedded derivative using the Black-Scholes option pricing model. The fair value of the derivative at the inception date of the LGCF Note was $40,018. Of the total, $34,000 was recorded as a debt discount, which is up to but not more than the net proceeds of the note. $6,018 was charged to operations as non-cash interest expense. The fair value of $40,018 was recorded as a derivative liability on the balance sheet.

The debt discount for the LGCF Note is amortized over the life of the note (approximately twelve months). On June 30, 2015, Green marked-to-market the fair value of the derivative liabilities related to the LGCF Note and determined an aggregate fair value of $58,356 and recorded an $18,338 loss from change in fair value of derivative for the six month period ended June 30, 2015. The fair value of the embedded derivative for the note was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 192.93%, (3) risk-free interest rate of 0.195%, (4) expected life of 0.74 years, and (5) estimated fair value of Green’s common stock of $0.0020 per share.

9

Green Endeavors, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

June 30, 2015 (Unaudited)

Note 7 – Related Party Transactions

On April 30, 2008, Green entered into a stock transfer agreement with its parent company SAKL and SAKL’s wholly-owned subsidiary DHI whereby they would each sell their holdings in Landis and Newby in exchange for an 8% Series A Senior Subordinated Convertible Debenture with a face amount of $3,000,000. Interest on the debenture commenced on December 30, 2008. DHI has the option, at any time, to convert all or any amount over $10,000 of principal face amount and accrued interest into shares of Common stock, $0.0001 par value per share, at a conversion price equal to 95% of the average closing bid price of the Common stock three days prior to the date notice is received by Green. Green determined that there is a beneficial conversion feature for the debt and recorded a debt discount of $150,000 on April 30, 2008, which is being amortized for 10 years to the maturity date of the debenture. In December 2009, SAKL converted $125,000 of the debenture into common stock of Green and during 2010 Green paid $15,200 of principal on the debenture. During 2010, SAKL sold $500,000 of its holdings of the debenture to unrelated parties for cash thus leaving the related and unrelated party portions of the debenture at $2,359,800 and $500,000, respectively for a total amount of $2,859,800. As of June 30, 2015 and December 31, 2014, the entire amount is considered long-term. The following table shows the related party debenture and the amortized debt discount amounts:

	June 30,			December 31,
	2015			2014
Convertible Debenture - Related Party
Principal amount	$	2,213,591		$	2,213,591
Debt discount		(35,479	)		(41,741	)
Convertible debenture, net of debt discount	$	2,178,112		$	2,171,850

As of June 30, 2015 and December 31, 2014, the principal balance of related party convertible debentures was $2,213,591. As of June 30, 2015 the balance of accrued interest was $22,281 which is included in amounts due to related parties.

As of June 30, 2015 and December 31, 2014, amounts due to related parties are $108,751 and $77,132, respectively. The $108,751 consists of $22,281 in accrued interest on the convertible debenture, $4,633 of accrued interest for the notes payable to Richard Surber, and $81,837 from various amounts owed to SAKL and its subsidiaries. The $77,132 consists of $3,704 of accrued interest for the note payable to Richard Surber and $73,428 from various amounts owed to SAKL's subsidiaries.

Richard Surber is also providing his personal guaranty for several lines of credit and credit cards that are being utilized by the Company and its operating subsidiaries. In addition to the above, Mr. Surber is a personal guarantor to notes payable by the Company with remaining principal balances of $108,603. Subsequent to June 30, 2015, Mr. Surber continues to provide his personal guaranty for several lines of credit, credit cards, and loans that are being utilized by the Company and its subsidiaries. The total amount of these credit obligations could exceed the amount of $300,000 from time to time.

On March 24, 2015, Green Endeavors, Inc. and Landis Salons, Inc. (the "Company") issued a promissory note to Richard Surber, President, CEO and Director of Green, in the principal amount of $25,082 for funds loaned. The note bears interest at the rate of 18% per annum, has a maturity date of March 12, 2018, and requires monthly payments of $806. The Company shall be credited for satisfaction of the note for any payment that it makes of a loan that Mr. Surber is obligated to pay to Upstart Network, Inc., the reported source of the funds loan to the Company by Mr. Surber.

On May 6, 2015, Green Endeavors, Inc. and Landis Salons, Inc. (the "Company") issued a promissory note to Diversified Holdings X, Inc., a corporation owned solely by Richard Surber, President, CEO and Director of Green, in the principal amount of $10,000 for funds loaned. The note bears interest at the rate of 18% per annum, has a maturity date of May 6, 2016, and requires a single payment of $10,000 plus accrued interest.

10

Green Endeavors, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

June 30, 2015 (Unaudited)

Note 8 –Debt

During the six month period ending June 30, 2015, the Company has entered into five new loan agreements in the total amount of $215,962.

A summary of the new note payable as of June 30, 2015 and December 31, 2014 is as follows:

	Interest			Maturity	June 30,			December 31,
Creditor	Rate			Date	2015			2014
American Express Bank, FSB (1)		11.13	%	2/3/2017	$	67,337		$	-
Total						67,337			-
Less: Current portion						(40,223	)		-
Long-term portion					$	27,113		$	-

A summary of the new convertible notes payable as of June 30, 2015 and December 31, 2014 is as follows:

	Interest			Maturity	June 30,			December 31,
Creditor	Rate			Date	2015			2014
KBM Worldwide, Inc. (2)		8.00	%	10/28/2015	$	64,000		$	-
LG Capital Funding, LLC (3)		8.00	%	3/25/2016		34,000			-
Debt discount - convertible notes, net						(51,192	)		-
Total, net						46,808			-
Less: Current portion						(46,808	)		-
Long-term portion					$	-		$	-

A summary of the new related party note payable as of June 30, 2015 and December 31, 2014 is as follows:

	Interest			Maturity	June 30,			December 31,
Creditor	Rate			Date	2015			2014
Richard D. Surber (related party) (4)		18.00	%	3/12/2018	$	23,629		$	-
Diversified Holdings X, Inc. (5)		18.00	%	5/06/2016		9,309			-
Total						32,938			-
Less: Current portion						(15,189	)		-
Long-term portion					$	17,749		$	-

(1) On February 3, 2015, the Landis Salons II, Inc. entered into a loan agreement with American Express Bank, FSB in the amount of $74,000. The note is a merchant account financing arrangement wherein Landis repays the loan at the rate of 30% of the American Express credit card sales receipts that are collected each month. The loan requires a prepaid interest charge that is 12% ($8,880) of the $74,000 loan amount. These financing costs are being amortized monthly to interest expense during the two year term of the loan. The total amount due at the inception date is $82,880. As of June 30, 2015, the loan balance was $67,337. Payments made during the six months ended June 30, 2015, amounted to $15,544.

11

Green Endeavors, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

June 30, 2015 (Unaudited)

(2) On January 26, 2015, pursuant to a Securities Purchase Agreement, Green issued a $64,000 Convertible Promissory Note (the "Note") to KBM Worldwide, Inc. (“KBM”) that matures October 28, 2015. The Note bears interest at a rate of 8% per annum and can be convertible into Green’s common shares, at the holder’s option, at the conversion rate of 58%of the market price (a 42% discount) of the average of the three lowest trading price of Green’s common shares during the ten-day period ending one trading day prior to the date of the conversion, subject to a limitation that KBM and its affiliates cannot at any time hold, as a result of conversion, more than 9.99% of the outstanding common stock of Green. Green analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability. The embedded derivative for the KBM Note is carried on Green’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. Green fair values the embedded derivative using the Black-Scholes option pricing model. The fair value of the derivative at the inception date of the KBM note was $60,048, which was recorded on the balance sheet. $60,048 was recorded as a debt discount on the balance sheet and $0 was recorded as a credit to non-cash interest expense. As of June 30, 2015, the balance of the note was $64,000 and the balance of the debt discount was $26,203. No payments were made on the note during the six months ended June 30, 2015.

(3) On March 25, 2015, pursuant to a Securities Purchase Agreement, Green issued a $34,000 Convertible Promissory Note (the "Note") to LG Capital Funding, LLC (“LGCF") that matures March 25, 2016. The Note bears interest at a rate of 8% per annum and can be convertible into Green’s common shares, at the holder’s option, at the conversion rate of 58% of the market price (a 42% discount) of an average of the three lowest trading price of Green’s common shares during the eighteen-day period ending on the date of the conversion, subject to a limitation that LGCF and its affiliates cannot at any time hold, as a result of conversion, more than 9.99% of the outstanding common stock of Green. Green analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability. The embedded derivative for the LGCF Note is carried on Green’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. Green fair values the embedded derivative using the Black-Scholes option pricing model. The fair value of the derivative at the inception date of the LGCF note was $40,018, which was recorded on the balance sheet. $34,000 was recorded as a debt discount on the balance sheet and $6,018 was recorded as non-cash interest expense. As of June 30, 2015, none of the note had been converted into shares of common stock. As of June 30, 2015, the balance of the note was $34,000 and the balance of the debt discount was $24,989. No payments have been made on the note as of June 30, 2015.   The exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. As a result, the Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability (see Note 6 - Derivative Liability).

12

Green Endeavors, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

June 30, 2015 (Unaudited)

(4) On March 24, 2015, Green Endeavors, Inc. and Landis Salons, Inc. (the "Company") issued a promissory note to Richard Surber, President, CEO and Director of Green, in the principal amount of $25,082 for funds loaned. The note bears interest at the rate of 18% per annum, has a maturity date of March 12, 2018, and requires monthly payments of $806. The Company shall be credited for satisfaction of the note for any payment that it makes of a loan that Mr. Surber is obligated to pay to Upstart Network, Inc., the reported source of the funds loan to the Company by Mr. Surber. As of June 30, 2015, the balance of the note was $23,629. Payments made during the six months ended June 30, 2015, amounted to $1,453.

(5) On May 6, 2015, Landis Salons, Inc. (the "Company") issued a promissory note to Diversified Holdings X, Inc. a corporation solely owned by Richard Surber, President, CEO and Director of Green, in the principal amount of $10,000 for funds loaned. The note bears interest at the rate of 18% per annum, has a maturity date of May 6, 2016, and requires a single payment of $10,000 plus accrued interest. As of June 30, 2015, the balance of the note was $9,309. Payments made during the six months ended June 30, 2015, amounted to $691. Mr. Surber is also providing his personal guaranty for several lines of credit and credit cards that are being utilized by the company and its operating subsidiaries.

As of June 30, 2015, Mr. Surber is a personal guarantor to various notes payable by the Company with remaining principal balances of $108,603. Subsequent to June 30, 2015, Mr. Surber continues to provide his personal guaranty for several lines of credit, credit cards, and loans that are being utilized by the Company and its subsidiaries. The total amount of these credit obligations could exceed the amount of $300,000 from time to time.

Note 9 – Settlement of Convertible Note Payable

On January 13, 2015, Green Endeavors entered into a Settlement Agreement and Release for the litigation between itself and Southridge Partners as described in Note 10 below (also see 10-K, filed April 7, 2015 for years ending December 31, 2014 and 2013, Note 14 – Litigation). The settlement required that Southridge deliver to Green 14,205 shares of Green's series B preferred convertible stock and deliver, release, and mark satisfied in full the August 15, 2013, $75,000 promissory note that Green had issued to Southridge for a value of $71,025. In return, on January 14, 2015 Green issued to Southridge 10,230,000 shares of its common stock at a price of $0.0035 for a value of $35,805, resulting in a non-cash gain on settlement of debt of $110,220. Certain portions were classified in the three months ended June 30, 2015 as a correction to properly value the gain on settlement.

Note 10 – Stockholders’ Deficit

Preferred Stock

Green is authorized to issue 15,000,000 shares of preferred stock (par value $.001 per share). Green’s preferred stock may be divided into such series as may be established by the Board of Directors. As of June 30, 2015, Green has designated 12,000,000 of the preferred stock into two series as follows: 2,000,000 shares of Convertible Series B Preferred and 10,000,000 shares of Convertible Supervoting Preferred.

The Preferred Stock is classified as equity as long as there are sufficient shares available to effect the conversion. In some instances certain contracts may pass the option to receive cash or common stock to the shareholder. In this case, it is assumed that a cash settlement will occur and balance sheet classification of the affected Preferred Stock and related preferred paid-in capital as a liability.

Convertible Supervoting Preferred Stock

Each share of the Convertible Supervoting Preferred Stock is convertible into 100 shares of Green’s Common stock and has the voting rights equal to 100 shares of common stock.

During the six month period ended June 30, 2015, there were no issuances or conversions of Convertible Supervoting Preferred shares.

As of both June 30, 2015 and December 31, 2014, Green had 10,000,000 shares of Convertible Supervoting Preferred stock issued and outstanding.

Convertible Series B Preferred Stock

Each share of Green’s Convertible Series B Preferred Stock has one vote per share and is convertible into $5.00 worth of common stock. The number of common shares received is based on the average closing bid market price of Green's common stock for the five days before conversion notice date by the shareholder. Convertible Series B Preferred Stock shareholders, at the option of Green, can receive cash or common stock upon conversion.

13

Green Endeavors, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

June 30, 2015 (Unaudited)

On January 13, 2015, Green Endeavors entered into a Settlement Agreement and Release for the litigation between itself and Southridge Partners as described in Note 9 above. The settlement required that Southridge deliver to Green 14,205 shares of Green's series B preferred convertible stock and deliver, release, and mark satisfied in full the August 15, 2013, $75,000 promissory note that Green had issued to Southridge. In return, on January 14, 2015 Green issued to Southridge 10,230,000 shares of its common stock at a price of $0.0035 as a partial non-cash payment of the promissory note, resulting in a non-cash gain on settlement of debt of $110,220.

On January 23, 2015, the Board of Directors approved the conversions of 3,900 shares of Series B Preferred shares into 4,924,242 shares of Common Stock. The shares were converted at prices per share of approximately $0.00396 based on the conversion provisions for the Convertible Series B Preferred Stock designation.

As of June 30, 2015 and December 31, 2014, Green had 742,383 and 760,488 shares of Convertible Series B Preferred stock issued and outstanding, respectively.

Common Stock

Green is authorized to issue 10,000,000,000 shares of common stock (par value $0.0001 per share).

As of June 30, 2015 and December 31, 2014, Green had 270,568,747 and 195,414,505 shares of common stock issued and outstanding, respectively. This 75,154,242 increase of common shares is due to the conversion of 3,900 shares of Convertible Series B Preferred stock into 4,924,242 shares of Common Stock mentioned above; the partial conversion of the $75,000 promissory note to 10,230,000 shares mentioned above; and the exercising of 60,000,000 options issued (see Note 11 – Stock Based Compensation).

Note 11 – Stock-Based Compensation

On December 2, 2011, the Board of Directors approved a stock-based compensation program entitled The 2011 Benefit Plan of Green Endeavors, Inc. (the “Plan”) wherein common stock options are granted to employees. A total of 1,500,000 shares of the Green’s common stock (par value $0.0001) are authorized to be issued or granted to employees (“Employees”) under the Plan. Employees include actual employees or certain non-employee, consultants and advisors of Green, its subsidiaries, and parent company. The Plan is designed to attract and retain employees.

On January 21, 2015, the Board of Directors approved a stock-based compensation plan entitled The 2015 Benefit Plan of Green Endeavors Inc. (the “2015 Plan”) wherein common stock options are granted to employees of the Company. A total of 80,000,000 shares of the Company’s common stock (par value $0.0001) are authorized to be issued or granted to employees under the 2015 Plan. Employees as designated by the 2015 Plan include actual employees and others, consultants and advisors to the Company, its subsidiaries and the parent company. The 2015 Plan is designed to attract and retain employees.

As of June 30, 2015, the Company has granted 60,000,000 stock options to four employees and one independent contractor for services provided to the Company. The stock based-compensation expense of $124,405 was accounted for under the fair value method of accounting using a Black-Scholes valuation model to measure stock option expense at the date of grant. The weighted average components used for the calculation of the fair value for the options granted were approximately between: $0.0032 - $0.0060 exercise price, one year term, 160.93% – 164.25% volatility, and 0.17% – 0.26% risk free rates.

Under the 2015 Plan, the Company has granted stock options to four employees and one independent contractor during the six months ended June 30, 2015 at option prices ranging from $0.0032 to $0.0060 per share for an aggregate of 60,000,000 shares. Each of the four employees and the consultant exercised the options on the same day they were granted by each issuing a promissory note to the Company in the aggregate amount of $274,800 appearing on the balance sheet as subscription receivable. The promissory notes mature 12 months from their issuance date and the Company is entitled to 4% interest per annum. The accrued interest receivable is included in notes receivable – current. For the six months ended June 30, 2015, there were no expired or cancelled grants. As of June 30, 2015, there were 20,000,000 and 470, 000 shares available for future stock-based compensation grants between the 2015 plan and the 2011 plan, respectively.

Subsequent to June 30, 2015, management determined that a portion of the subscription receivable would be uncollectible due to the difference between exercise and market prices of the options granted. The company executed forgiveness of the remainder on three subscriptions receivable in the aggregate amount of $139,304. This amount has been allowed for and is reflected on the income statement under Loss on settlement of subscription receivable. The settlements and release of claim were executed between July 8, 2015 and August 12, 2015. (See also Note 15 – Subsequent events.)

14

Green Endeavors, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

June 30, 2015 (Unaudited)

Note 12 – Litigation

Southridge Partners II, LP, v. Green Endeavors, Inc. This action was filed on or about August 13, 2014 in the State Courts of Connecticut and was subsequently removed to the United States District Court, District of Connecticut, Case No. 3:13-cv-01358 (SRU). Suit was filed based upon the breach in the payment of promissory note in the face amount of $75,000 and the refusal by Green Endeavors to allow Southridge Partners to convert shares of preferred stock. Green Endeavors filed a counterclaim and an answer denying the claims to damages alleged by Southridge and seeking to recover damages resulting from Southridge’s Breach of Contract, Breach of the Implied Covenant of Good Faith and Fair Dealing and Negligent Misrepresentation-Fraud in the Inducement. On January 13, 2015, the parties entered into a Settlement Agreement and Release whereby they have settled the litigation (see Note 9 – “Settlement of Convertible Debt” for details of the agreement) As of June 30, 2015, the $75,000 amount owed to Southridge has been removed from the balance sheet per the settlement agreement.

Note 13 – Concentration of Risk

Supplier Concentrations

The Company purchases most of its salon inventory that is used for service and product sales from Aveda™. Aveda™ product purchases for the six months ended June 30, 2015 and for the year ended December 31, 2014 accounted for approximately 99% and 99%, respectively, of salon products purchased.

Market or Geographic Area Concentrations

100% of the Company's sales are in the salon services and products market and are concentrated in the Salt Lake City, Utah geographic area.

Note 14 – Going Concern

Generally accepted accounting principles in the United States of America contemplate the continuation of Green as a going concern. As of and for the six months ended June 30, 2015, Green had negative working capital of $1,000,907 and a net loss of $632,524, respectively, which raises substantial doubt about Green’s ability to continue as a going concern. Green’s ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to successfully fulfill its business plan. Management plans to attempt to raise additional funds to finance the operating and capital requirements of Green through a combination of equity and debt financings. While Green is making its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be sufficient for operations.

Note 15 – Subsequent Events

In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and there are no additional material subsequent events to report.

On July 8, 2015, the Board of Directors approved the conversions of 5,076 shares of Series B Preferred shares into 13,500,000 shares of Common Stock. The shares were converted at prices per share of approximately $0.00188 based on the conversion provisions for the Convertible Series B Preferred Stock designation.

On July 8, 2015, the Board of Directors approved a settlement where $34,330 of the subscription receivable was forgiven and accepted $20,040 as payment in full.

On July 9, 2015, the Board of Directors approved an amendment to the stock-based compensation plan entitled The 2015 Benefit Plan of Green Endeavors Inc. (the “2015 Plan”) wherein common stock options are granted to employees of the Company. A total of 100,000,000 additional shares of the Company’s common stock (par value $0.0001) are authorized to be issued or granted to employees under the Amendment to the 2015 Plan.

On July 9, 2015 the Board of Directors approved a grant of 13,500,000 shares pursuant to the S-8 Registration Statement and 2015 Benefit Plan of Green Endeavors Inc. The shares were issued based on an option price of $0.0015 per share. The employee exercised the options on the same day they were granted by issuing a promissory note to the Company that will appear on the balance sheet as a subscription receivable. The promissory note matures 12 months from its issuance date and the Company is entitled to 4% interest per annum.

On July 29, 2015, the Board of Directors approved a settlement on $72,000 subscription receivable for payments of $24,200 as satisfaction in full.

On July 29, 2015, pursuant to a Securities Purchase Agreement, Green issued a $200,000 Convertible Promissory Note (the "Note") to JMJ Financial (“JMJ”) that matures two years from the date of each funding. The Note bears interest at a rate of 0% per annum for the first 90 days and 12% per annum thereafter, and can be convertible into Green’s common shares, at the holder’s option, at the conversion rate of 60% of the market price (a 40% discount) of the lowest trading price of Green’s common shares during the twenty-day period ending one trading day prior to the date of the conversion, or $0.002, whichever is lesser, subject to a limitation that JMJ and its affiliates cannot at any time hold, as a result of conversion, more than 9.99% of the outstanding common stock of Green.

On August 12, 2015, the Board of Directors approved a settlement on $72,000 subscription receivable for payments of $17,542 as satisfaction in full.

15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included in this Quarterly Report on Form 10-Q, or this Quarterly Report, and in conjunction with our Form 10-K for the fiscal year ended December 31, 2014 and Form 10-Q for the quarter ended June 30, 2015. Certain of these statements, including, without limitation, statements regarding the extent and timing of future revenues and expenses, customer demand and other statements using words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecast,” “intends,” “may,” “plans,” “projects,” “should,” “will” and “would,” and words of similar import and the negatives thereof, constitute forward-looking statements. These statements are predictions based upon management’s best judgment at the time they are made about future events that are not historical facts. Actual results could vary materially as a result of certain factors, including but not limited to, those expressed in these statements. We refer you to the “Risk Factors,” “Results of Operations,” and “Liquidity and Capital Resources” sections contained in this Quarterly Report, which identify important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements.

We urge you to consider these factors carefully in evaluating the forward-looking statements contained in this Quarterly Report. All subsequent written or oral forward-looking statements attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this Quarterly Report are made only as of the date of this Quarterly Report. We do not intend, and undertake no obligation, to update these forward-looking statements.

Overview

Green Endeavors, Inc. (“Green”) is a Utah corporation originally formed on April 25, 2002. Our fiscal year ends on December 31. We have never filed bankruptcy nor been through any similar financial reorganization.

As of June 30, 2015, we operate two high-quality hair care salons that feature Aveda™ products for retail sale. Landis Salons, Inc. (“Landis I”) operates its business within a 4,000 square foot space located in the Liberty Heights District of Salt Lake City, Utah as an Aveda™ Lifestyle Salon. Landis Salons II, Inc. (“Landis II”) operates within a 3,024 square foot space located in the Marmalade District of Salt Lake City, Utah under the Landis Lifestyle Salon brand as an Aveda™ Lifestyle Salon. A third location opened August 16, 2012, and operates as an Aveda™ Experience Center ("LEC") in the City Creek Mall in Salt lake City, Utah.

Aveda™ Lifestyle Salons can be distinguished from Aveda™ Concept Salons in that Aveda™ Lifestyle Salons are required to carry all of Aveda’s products and must meet a higher threshold for product sales than Aveda™ Concept Salons. An Aveda™ Lifestyle Salon is the highest level within the Aveda™ hierarchy of salons which is classified by higher purchasing volume, location, array of products carried and size of retail space.

Salon operations consist of three major components, an Aveda™ retail store, an advanced hair salon, and a training academy, which educates and prepares future staff about the culture, services, and products provided by the salon. The design of the salons is intended to look modern and feel comfortable, appealing to both genders, and all age groups.

Additional information on Landis can be found on its website at: www.landissalons.com.

Critical Accounting Estimates

In preparing our Condensed Consolidated Financial Statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities on our Consolidated Balance Sheets. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. At least quarterly, we evaluate our assumptions, judgments and estimates and make changes accordingly. Historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results.

Results of Operations

The following discussion examines our results of operations and financial condition based on our Condensed Consolidated Financial Statements for the six month periods ended June 30, 2015 and 2014.

For the six months ended June 30, 2015, we owned and operated three wholly owned subsidiaries. Two of the subsidiaries, Landis Salons, Inc. and Landis Salons II, Inc., operate as full-service hair and retail salons featuring the Aveda™ line of products. The third subsidiary, Landis Experience Center, LLC, is a retail Aveda™ Experience Center.

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Revenue

We generate revenue through the sale of services and products in the hair salon industry. For the three month periods ended June 30, 2015 and 2014, we had net sales of $758,392 and $846,409, respectively. For the six month periods ended June 30, 2015 and 2014, we had net sales of $1,460,148 and $1,683,874, respectively.

Three months ended June 30, 2015 and 2014

The following table shows the change in service revenue by salon for the three month periods ended June 30, 2015 and 2014:

	Three Months Ended				Increase (Decrease)
	June 30,		June 30,		Over Prior Period
Salon	2015		2014		Dollar			Percentage
Liberty Heights	$	402,743	$	431,617	$	(28,874	)		-6.7	%
Marmalade		148,047		197,062		(49,015	)		-24.9	%
City Creek		350		180		170			94.4	%
Total Service Revenue	$	551,140	$	628,859	$	(77,719	)		-12.4	%

As can be seen from the above table our three locations experienced a decline of 12.4% in service revenues for the three month period ending June 30, 2015 over the comparable period of service sales for 2014. This decrease is mostly due to reduced staffing resulting from several of the of the senior stylists, who produce above average revenue, performing other non-revenue producing activities such as training new artists in the Landis II salon as well as attrition and vacations.

The following table shows the change in product revenue by salon for the three month periods ended June 30, 2015 and 2014:

	Three Months Ended				Increase (Decrease)
	June 30,		June 30,		Over Prior Period
Salon	2015		2014		Dollar			Percentage
Liberty Heights	$	116,857	$	118,758	$	(1,901	)		-1.6	%
Marmalade		46,378		50,277		(3,899	)		-7.8	%
City Creek		44,017		48,515		(4,498	)		-9.3	%
Total Product Revenue	$	207,252	$	217,550	$	(10,298	)		-4.7	%

As can be seen from the above table our three locations experienced a decline of 4.7% in product revenues for the six month period ended June 30, 2015 over the comparable period of product sales for 2014. This decline in product revenue growth is primarily due to the Company's senior staff spending more time towards training programs for new artists. This, along with reduced service sales, reduces time available for sales of products.

Six months ended June 30, 2015 and 2014

The following table shows the change in service revenue by salon for the six month periods ended June 30, 2015 and 2014:

	Six Months Ended				Increase (Decrease)
	June 30,		June 30,		Over Prior Period
Salon	2015		2014		Dollar			Percentage
Liberty Heights	$	775,121	$	869,208	$	(94,087	)		-10.8	%
Marmalade		280,041		375,783		(95,742	)		-25.5	%
City Creek		495		435		60			13.8	%
Total Service Revenue	$	1,055,657	$	1,245,426	$	(189,769	)		-15.2	%

As can be seen from the above table our three locations experienced a decline of 15.2% in service revenues for the six month period ending June 30, 2015 over the comparable period of service sales for 2014. This decrease is mostly due to reduced staffing resulting from several of the of the senior stylists, who produce above average revenue, performing other non-revenue producing activities such as training new artists in the Landis II salon as well as attrition and vacations.

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The following table shows the change in product revenue by salon for the six month periods ended June 30, 2015 and 2014:

	Six Months Ended				Increase (Decrease)
	June 30,		June 30,		Over Prior Period
Salon	2015		2014		Dollar			Percentage
Liberty Heights	$	225,124	$	241,933	$	(16,809	)		-6.9	%
Marmalade		88,876		99,757		(10,881	)		-10.9	%
City Creek		90,491		96,758		(6,267	)		-6.5	%
Total Product Revenue	$	404,491	$	438,448	$	(33,957	)		-7.7	%

As can be seen from the above table our three locations experienced a decline of 7.7% in product revenues for the six month period ended June 30, 2015 over the comparable period of product sales for 2014. This decline in product revenue growth is primarily due the Company's senior staff spending more time towards training programs for new artists. This, along with reduced service sales, reduces time available for sales of products.

Costs of Revenue

Three months ended June 30, 2015 and 2014

The following table shows cost of revenue by type as a percentage of related revenue for the three month periods ended June 30, 2015 and 2014:

	Three Months Ended
	June 30,			June 30,
Revenue Type	2015			2014
Services		59.3	%		54.5	%
Product		57.2	%		62.8	%

The above table shows the cost of services revenue being 4.8% increase for the three month period ended June 30, 2015 over the comparable period of service sales for 2014. This increase in service cost is primary due to the Company having more staff employed, which generates more payroll expenses. The 5.6% decrease in product costs for the same comparable period is primarily due to less inventory shrinkage.

Six months ended June 30, 2015 and 2014

The following table shows cost of revenue by type as a percentage of related revenue for the six month periods ended June 30, 2015 and 2014:

	Six Months Ended
	June 30,			June 30,
Revenue Type	2015			2014
Services		59.1	%		57.3	%
Product		56.6	%		60.6	%

The above table shows the cost of services revenue being 1.8% more for the six month period ended June 30, 2015 over the comparable period of service sales for 2014. This increase in service cost is primary due to the Company having more staff employed, which generates more payroll expenses. The 4.0% decrease in product costs for the same comparable period is primarily due to less inventory shrinkage.

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Operating Expenses

Three months ended June 30, 2015 and 2014

The following table shows general and administrative expenses for the three months ended June 30, 2015 and 2014:

	Three Months Ended
	June 30,		June 30,
	2015		2014		Change
Salaries and wages	$	151,687	$	106,944	$	44,743
Rent		52,927		52,905		22
Advertising		38,495		26,117		12,378
Credit card merchant fees		13,077		5,988		7,089
Insurance		12,690		15,794		(3,104	)
Utilities and telephone		12,420		14,585		(2,165	)
Professional services		40,513		51,057		(10,544	)
Repairs and maintenance		7,565		7,892		(327	)
Dues and subscriptions		9,457		6,106		3,351
Office expense		14,636		13,598		1,038
Travel		1,827		884		943
Investor relations and company promotion		54,899		975		53,924
Other		12,412		10,581		1,831
Total general and administrative expenses	$	422,605	$	313,426	$	109,179

The above table shows an increase of $109,179 in general and administrative expenses. As can be seen above there are several increases and decreases in the various categories the most notable of which are those of salaries and wages and investor relations and company promotion for an aggregate increase of $98,667 in the three month period ended June 30, 2015 compared to the three month period ended June 30, 2014.

Depreciation expense for the three months ended June 30, 2015, was $35,622 compared to $33,105 for the comparable three months ended June 30, 2014. The increase of $2,517 is primarily due to an increase in new equipment.

Six months ended June 30, 2015 and 2014

The following table shows general and administrative expenses for the six months ended June 30, 2015 and 2014:

	Six Months Ended
	June 30,		June 30,		Change
	2015		2014
Salaries and wages	$	333,594	$	219,324	$	114,270
Rent		102,134		105,643		(3,509	)
Advertising		63,603		45,589		18,014
Credit card merchant fees		25,285		21,025		4,260
Insurance		25,449		31,023		(5,574	)
Utilities and telephone		27,699		29,734		(2,035	)
Professional services		137,474		129,666		7,808
Repairs and maintenance		10,714		17,802		(7,088	)
Dues and subscriptions		17,971		12,740		5,231
Office expense		29,340		22,808		6,532
Travel		3,216		4,798		(1,582	)
Investor relations and company promotion		92,463		9,240		83,223
Other		18,156		19,296		(1,140	)
Total General and administrative expenses	$	887,098	$	668,688	$	218,410

The above table shows an increase of $218,410 in general and administrative expenses. As can be seen above there are several increases and decreases in the various categories the most notable of which are those of salaries and wages and investor relations and company promotion for an aggregate increase of $197,493 in the six month period ended June 30, 2015 compared to the six month period ended June 30, 2014.

Depreciation expense for the six months ended June 30, 2015, was $68,270 compared to $66,031 for the comparable six months ended June 30, 2014. The increase of $2,239 is primarily due to an increase in new equipment purchased.

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Other Expense

Three months ended June 30, 2015 and 2014

Other expense for the three months ended June 30, 2015, increased to $209,508 from income of $168,917 for the comparable three months ended June 30, 2014, a change of $378,425. The increase is primarily attributable to the derivative fair value adjustment change which created a $75,754 increased loss, an increase in interest expense from non-related parties of $33,818 due to the new convertible notes payable, a change of $134,175 in gain on the settlement of debt, and a change in loss on settlement of subscription receivable of $139,304 during the three month period ending June 30, 2014 compared to the comparable period of 2015.

Six months ended June 30, 2015 and 2014

Other expense for the six months ended June 30, 2015, increased to $284,191 from income of $101,769 for the comparable six months ended June 30, 2014, an increase of $385,960 in expenses. The increase is primarily attributable to the derivative fair value adjustment change which created a $113,900 increased loss, an increase in interest expense from non-related parties of $40,686 due to the new convertible notes payable, a change of $101,974 in gain on the settlement of debt, and a change in loss on settlement of subscription receivable of $139,304 during the six month period ending June 30, 2014 compared to the comparable period of 2015.

Liquidity and Capital Resources

Cash and Investments in marketable securities

As of June 30, 2015, our principal source of liquidity consisted of $83,915 of cash, compared to $100,628 as of December 31, 2014. Our primary sources of cash during the six month period ended June 30, 2015 were customer payments for salon services and products and proceeds from issuance of convertible promissory notes. Our primary uses of cash during the six month period ended June 30, 2015 were payments relating to salaries, rent, and other general operating expenses as well as payments of notes payable.

Working Capital

We had a working capital deficit of $1,000,907 as of June 30, 2015. Our current assets were $252,493, which consisted of $83,915 in cash, $11,518 in accounts receivable, $133,393 in inventory, $22,630 in prepaid expenses and $1,037 in notes receivable. Our total assets were $619,418, which included $342,450 in property and equipment (net), and $24,475 in other assets. Our current liabilities were $1,253,400, including $394,314 in accounts payable and accrued expenses; $108,751 in amounts due to related parties; $310,417 in the current portion of convertible notes, notes payable, and capital leases payable; $60,393 in deferred revenue, and a $213,370 derivative liability. Our long-term liabilities were $2,272,328. Our total stockholders’ deficit at June 30, 2015 was $2,906,310.

Working capital decreased by $344,750 as of June 30, 2015, compared to December 31, 2014 primarily due to the various changes in current assets and current liabilities that net to the overall change in working capital for the six month period.

Cash Flows from Operating Activities

Cash flows from operating activities include net loss, adjusted for certain non-cash charges, as well as changes in the balances of certain assets and liabilities. Net cash used in operating activities for the six month period ended June 30, 2015 was $139,800 compared to $7,348 used in operating activities for the six months ended June 30, 2014. This $132,452 change in cash is made up of several changes in the operating activities of the Company the most significant of which $22,691 more cash used for accounts payable and accrued expenses. The remainder was a result of the net loss adjusted after removing non-cash items.

Cash Flows from Investing Activities

Cash flow used in investing activities for the six months ended June 30, 2015 was $8,567 compared to $19,473 for the six months ended June 30, 2014, a $10,906 difference. The change was due to fewer purchases of property and equipment.

Cash Flows from Financing Activities

Cash flow provided by financing activities for the six months ended June 30, 2015 was $131,654 compared to $12,928 provided by financing activities for the six months ended June 30, 2014, a change of $118,726. For the six months ended June 30, 2015 compared to the six months ended June 30, 2014, there was $203,941 more in the proceeds of new debt issuances offset by $36,411 more in payments made for debt obligations and 48,824 less in proceeds from stock issuances.

Other Factors Affecting Liquidity and Capital Resources

We have insufficient current assets to meet our current liabilities due to negative working capital of $1,000,907 as of June 30, 2015. Historically, we have funded our cash needs from a combination of revenues, carried payables, sales of equity, and debt transactions. Since we are not currently realizing net cash flows from our business, we may need to seek financing to continue our operations. Prospective sources of funding could include shareholder loans, equity sales or loans from other sources though no assurance can be given that such sources would be available or that any commitment of support is forthcoming to date.

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8% Series A Senior Subordinated Convertible Redeemable Debentures

On April 30, 2008, we entered into a stock transfer agreement with our parent company SAKL and SAKL’s wholly-owned subsidiary DHI whereby they would each sell their holdings in Landis and Newby in exchange for an 8% Series A Senior Subordinated Convertible Debenture with a face amount of $3,000,000. Interest on the debenture commenced on December 30, 2008. The debenture holder has the option, at any time, to convert all or any amount over $10,000 of principal face amount and accrued interest into shares of Common stock, $0.0001 par value per share, at a conversion price equal to 95% of the average closing bid price of the common stock three days prior to the date we receive notice. In February of 2011, DHI transferred the Debenture to SAKL in exchange for the release of debt obligations owed to SAKL by DHI and SAKL is the current holder of the Debenture.

We do not intend to pay cash dividends in the foreseeable future.

We expect to purchase property or equipment as part of our normal ongoing operations.

Going Concern

Our audit opinion for the year ended December 31, 2014 expressed substantial doubt as to our ability to continue as a going concern as a result of recurring losses and negative working capital. These conditions raise substantial doubt about our ability to continue as a going concern. Management’s plans to address our ability to continue as a going concern include raising additional funds to finance the operating and capital requirements through a combination of equity and debt financings. While we are making our best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

Impact of Inflation

We compensate some of our salon employees with percentage commissions based on sales they generate. Accordingly, this provides us certain protection against inflationary increases, as payroll expense is a variable cost of sales. In addition, we may increase pricing in our salons to offset any significant increases in wages and cost of services provided. Therefore, we do not believe inflation has had a significant impact on the results of our operations.

Off-Balance Sheet Arrangements

As of June 30, 2015 and December 31, 2014, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies pursuant to Item 305 of Regulation S-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, under the supervision and with the participation of our management, including the Chief Executive Officer, or CEO, and the Chief Financial Officer, or CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2015.

The evaluation of our disclosure controls and procedures included a review of our processes and the effect on the information generated for use in this Quarterly Report on Form 10-Q. In the course of this evaluation, we sought to identify any material weaknesses in our disclosure controls and procedures, to determine whether we had identified any acts of fraud involving personnel who have a significant role in our disclosure controls and procedures, and to confirm that any necessary corrective action, including process improvements, was taken. This type of evaluation is performed every fiscal quarter so that our conclusions concerning the effectiveness of these controls can be reported in our periodic reports filed with the SEC. We intend to maintain these disclosure controls and procedures and to modifying them as circumstances warrant.

Based on evaluation as of June 30, 2015, the CEO and CFO have concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that the information required to be disclosed by us in our reports filed or submitted under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

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Changes in Internal Control Over Financial Reporting

Based on management's most recent evaluation of our company's internal control over financial reporting, management determined that there were no changes in our company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting that occurred during the most recent fiscal quarter.

Inherent Limitations on Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. Internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of internal control are met. Further, the design of internal control must reflect the fact that there are resource constraints, and the benefits of the control must be considered relative to their costs. While our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of their effectiveness, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Green Endeavors, Inc. have been detected.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

No material change in any legal matter, as reported in the Annual Report on Form 10-K for the years ended December 31, 2014 and 2013, occurred during the six months ended June 30, 2015.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the years ended December 31, 2014 and 2013, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On January 21, 2015, the Board of Directors approved a stock-based compensation program entitled The 2015 Benefit Plan of Green Endeavors, Inc. (the “Plan”) wherein common stock options are granted to employees. A total of 80,000,000 shares of the Green’s common stock (par value $0.0001) are authorized to be issued or granted to employees (“Employees”) under the Plan. Employees include actual employees or certain non-employee, consultants and advisors of Green, its subsidiaries, and parent company. The Plan is designed to attract and retain employees. Under the Plan, the Company has granted stock options to three employees during 2015 from January 27, 2015 to April 27, 2015 at option prices ranging from $0.0032 to $0.0060 per share for an aggregate of 60,000,000 shares. Each of the three employees exercised the options on the same day they were granted by each issuing a promissory notes to the Company in the aggregate amount of $274,800 included in subscription receivable. The promissory notes mature in 12 months from their issuance date and the Company is entitled to 4% interest per annum.

On January 23, 2015, the Board of Directors approved the conversion of 3,900 shares of Series B Preferred Stock held by an investor into 4,924,242 shares of Common Stock. The shares were converted at $0.00396 per share based on the conversion provisions for the Series B Preferred Stock designation.

On January 26, 2015, pursuant to a Securities Purchase Agreement, Green issued a $64,000 Convertible Promissory Note (the "Note") to KBM Worldwide, Inc. (“KBM”) that matures October 28, 2015. The Note bears interest at a rate of 8% per annum and can be converted into Green’s common shares, at the holder’s option, at the conversion rate of 58% of a market price (a 42% discount) of the average of the three lowest trading price of Green’s common shares during the ten-day period ending one trading day prior to the date of the conversion, subject to a limitation that KBM and its affiliates cannot at any time hold, as a result of conversion, more than 9.99% of the outstanding common stock of Green.

On March 25, 2015, pursuant to a Securities Purchase Agreement, Green issued a $34,000 Convertible Promissory Note (the "Note") to LG Capital Funding, LLC (“LGCF") that matures March 25, 2016. The Note bears interest at a rate of 8% per annum and can be converted into Green’s common shares, at the holder’s option, at the conversion rate of 58% of a market price (a 42% discount) of the average of the three lowest trading price of Green’s common shares during the eighteen-day period ending on the trading day of the conversion notice date, subject to a limitation that LGCF and its affiliates cannot at any time hold, as a result of conversion, more than 9.99% of the outstanding common stock of Green.

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In the above transactions, the Board of Directors relied upon Rule 506 of the Securities Act of 1933 in originally issuing the convertible notes or preferred stock and in the subsequent issuances resulting from conversions of the notes and preferred securities into common stock were done pursuant to Rule 4(2) of the Securities Act of 1933 and the resales by the holders were carried out in reliance on Rule 144.

Subsequent Events

In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and there are no additional material subsequent events to report.

On July 8, 2015, the Board of Directors approved the conversions of 5,076 shares of Series B Preferred shares into 13,500,000 shares of Common Stock. The shares were converted at prices per share of approximately $0.00188 based on the conversion provisions for the Convertible Series B Preferred Stock designation.

On July 8, 2015, the Board of Directors approved a settlement where $34,330 of the subscription receivable was forgiven and accepted $20,040 as payment in full.

On July 9, 2015, the Board of Directors approved an amendment to the stock-based compensation plan entitled The 2015 Benefit Plan of Green Endeavors Inc. (the “2015 Plan”) wherein common stock options are granted to employees of the Company. A total of 100,000,000 additional shares of the Company’s common stock (par value $0.0001) are authorized to be issued or granted to employees under the Amendment to the 2015 Plan.

On July 9, 2015 the Board of Directors approved a grant of 13,500,000 shares pursuant to the S-8 Registration Statement and 2015 Benefit Plan of Green Endeavors Inc. The shares were issued based on an option price of $0.0015 per share. The employee exercised the options on the same day they were granted by issuing a promissory note to the Company that will appear on the balance sheet as a subscription receivable. The promissory note matures 12 months from its issuance date and the Company is entitled to 4% interest per annum.

On July 29, 2015, the Board of Directors approved a settlement on $72,000 subscription receivable for payments of $24,200 as satisfaction in full.

On July 29, 2015, pursuant to a Securities Purchase Agreement, Green issued a $200,000 Convertible Promissory Note (the "Note") to JMJ Financial (“JMJ”) that matures two years from the date of each funding. The Note bears interest at a rate of 0% per annum for the first 90 days and 12% per annum thereafter, and can be convertible into Green’s common shares, at the holder’s option, at the conversion rate of 60% of the market price (a 40% discount) of the lowest trading price of Green’s common shares during the twenty-day period ending one trading day prior to the date of the conversion, or $0.002, whichever is lesser, subject to a limitation that JMJ and its affiliates cannot at any time hold, as a result of conversion, more than 9.99% of the outstanding common stock of Green.

On August 12, 2015, the Board of Directors approved a settlement on $72,000 subscription receivable for payments of $17,542 as satisfaction in full.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Reserved]

Item 5. Other Information

None.

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Item 6. Exhibits

(a) The following exhibits are filed herewith or incorporated by reference as indicated in the table below:

		Incorporated by Reference
Exhibit Number	Description	Form	File Number	Exhibit Number	Filing Date	Provided Herewith
3(i)	Amended and Restated Certificate of Incorporation	10-12G/A	000-54018	3(i)	8/23/2010
3(ii)	Bylaws	10-12G/A	000-54018	3(ii)	8/23/2010
3(iii)	Plan of Merger	8-K	000-54018	3(iii)	8/26/2010
3(iv)	Plan of Merger and Share Exchange	8-K	000-54018	3(iv)	8/31/2010
3(v)	Utah Articles of Incorporation	8-K	000-54018	3(v)	8/31/2010
4(i)	Certificate of Designation for Series B Preferred Stock.	10-12G/A	000-54018	4(i)	8/23/2010
4(ii)	8% Series A Senior Subordinated Convertible Redeemable Debenture issued to DHI dated April 30, 2008.	10-12G/A	000-54018	4(ii)	8/23/2010
4(iii)	8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Akron Associates, Inc. dated January 15, 2010.	10-12G/A	000-54018	4(iii)	8/23/2010
4(iv)	8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Desert Vista Capital, LLC. dated January 15, 2010.	10-12G/A	000-54018	4(iv)	8/23/2010
4(v)	8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Akron Associates, Inc. dated March 16, 2010.	10-12G/A	000-54018	4(v)	8/23/2010
4(vi)	8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Akron Associates dated May 11, 2010.	10-12G/A	000-54018	4(vi)	8/23/2010
4(vii)	8% Series A Senior Subordinated Convertible Redeemable Debenture issued to Desert Vista Capital, LLC dated May 11, 2010.	10-12G/A	000-54018	4(vii)	8/23/2010
4(viii)	Amended Certificate of Designation for Series B Preferred Stock.	10-12G/A	000-54018	4(viii)	9/22/2010
10(i)	None
31.01	Certification of the Registrant’s Chief Executive Officer, Richard D. Surber, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.					X
32.01	Certification of the Registrant’s Chief Executive Officer, Richard D. Surber, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X

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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 thereunto duly authorized.

	GREEN ENDEAVORS, INC. (Registrant)
DATE: August 19, 2015	By: /s/ Richard D. Surber
	Richard D. Surber
	President, Chief Executive Officer, Chief Financial Officer, and Director

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