Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 03, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | GREEN ENDEAVORS, INC. | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Entity Central Index Key | 1,487,997 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 886,180 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Incorporation, Date of Incorporation | Apr. 25, 2002 | |
Trading Symbol | grne |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 | |
Current Assets: | |||
Cash | $ 132,513 | $ 150,459 | |
Accounts receivable | 8,977 | 15,967 | |
Inventory | 166,686 | 138,928 | |
Prepaid expenses | 24,040 | 31,513 | |
Notes receivable - current | 91,675 | 196,922 | |
Total current assets | 423,891 | 533,789 | |
Property, plant, and equipment, net of accumulated depreciation of $911,006 and $857,236, respectively | 262,825 | 293,068 | |
Other assets | 24,475 | 24,475 | |
Total Assets | 711,191 | 851,332 | |
Current Liabilities: | |||
Accounts payable and accrued expenses | 243,163 | 344,052 | |
Deferred revenue | 48,884 | 66,048 | |
Deferred rent | 81,659 | 86,818 | |
Due to related parties | 530,751 | 424,804 | |
Derivative liability | 91,835 | 209,610 | |
Current portion of notes payable | 511,833 | 44,094 | |
Current portion of notes payable, related party | 68,920 | 67,990 | |
Current portion of capital lease obligations | 0 | 10,038 | |
Convertible notes payable, net of debt discount of $0 and $5,889, respectively | 35,000 | 152,089 | |
Total current liabilities | 1,612,045 | 1,405,543 | |
Long-Term Liabilities: | |||
Notes payable | 77,271 | 152,028 | |
Notes payable, related party | 8,752 | 14,389 | |
Convertible notes payable, net of debt discount of $0 and $30,390, respectively | 0 | 8,110 | |
Convertible debentures, related party, net of debt discount of $22,957 and $29,218, respectively | 1,870,407 | 2,118,373 | |
Total long-term liabilities | 1,956,430 | 2,292,900 | |
Total Liabilities | 3,568,475 | 3,698,443 | |
Stockholders' Deficit: | |||
Preferred stock | 10,728 | 10,735 | |
Common stock, $0.0001 par value, 2,000,000,000 shares authorized; 886,180 and 618,174 shares issued and outstanding at June 30, 2016, and December 31, 2015, respectively | 89 | 62 | |
Subscription receivable | (38,400) | (76,800) | |
Additional paid-in capital | 1,379,979 | 1,305,755 | |
Accumulated deficit | (4,209,680) | (4,086,863) | |
Total stockholders' deficit | (2,857,284) | (2,847,111) | |
Total Liabilities and Stockholders' Deficit | 711,191 | 851,332 | |
Convertible Supervoting Preferred Stock | |||
Stockholders' Deficit: | |||
Preferred stock | [1] | 10,000 | 10,000 |
Convertible Series B Preferred Stock | |||
Stockholders' Deficit: | |||
Preferred stock | [2] | 728 | 735 |
Undesignated Preferred Stock | |||
Stockholders' Deficit: | |||
Preferred stock | [3] | ||
[1] | Convertible super voting preferred stock, $0.001 par value, 10,000,000 shares authorized; 10,000,000 shares issued and outstanding at June 30, 2016 and December 31, 2015; no liquidation value | ||
[2] | Convertible preferred series B stock - $0.001 par value, 2,000,000 shares authorized, 727,607 and 734,607 shares issued and outstanding at June 30, 2016 and December 31, 2015 respectively | ||
[3] | Preferred, undesignated stock - $0.001 par value 3,000,000 shares authorized, no shares issued and outstanding at June 30, 2016, and December 31, 2015 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 2,000,000,000 | 10,000,000,000 |
Common Stock, Shares Issued | 886,180 | 618,174 |
Common Stock, Shares Outstanding | 886,180 | 618,174 |
Accumulated Depreciation on Property, plant, and equipment | $ 911,006 | $ 857,236 |
Convertible Notes Payable, Current, Debt discount | 0 | 5,889 |
Convertible Notes Payable, Non Current, Debt discount | 0 | 30,390 |
Convertible Debentures, Related Party, Debt discount | $ 22,957 | $ 29,218 |
Preferred Stock, Par Value | $ 0.001 | |
Preferred Stock, Shares Authorized | 15,000,000 | |
Convertible Supervoting Preferred Stock | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Outstanding | 10,000,000 | 10,000,000 |
Preferred Stock, Liquidation Value | ||
Convertible Series B Preferred Stock | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Issued | 727,607 | 734,607 |
Preferred Stock, Shares Outstanding | 727,607 | 734,607 |
Undesignated Preferred Stock | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 3,000,000 | 3,000,000 |
Preferred Stock, Shares Issued | ||
Preferred Stock, Shares Outstanding |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue: | ||||
Services, net of discounts | $ 671,529 | $ 551,140 | $ 1,271,783 | $ 1,055,657 |
Product, net of discounts | 193,218 | 207,252 | 384,472 | 404,491 |
Total revenue | 864,747 | 758,392 | 1,656,255 | 1,460,148 |
Costs and expenses: | ||||
Cost of services | 426,656 | 326,869 | 751,082 | 624,312 |
Cost of product | 90,575 | 118,516 | 212,896 | 228,801 |
Depreciation | 26,735 | 35,622 | 53,770 | 68,270 |
General and administrative | 326,077 | 422,605 | 648,478 | 887,098 |
Total costs and expenses | 870,043 | 903,612 | 1,666,226 | 1,808,481 |
Loss from operations | (5,296) | (145,220) | (9,971) | (348,333) |
Other income (expenses): | ||||
Interest income | 16,761 | 2,458 | 17,643 | 3,567 |
Interest expense | (30,129) | (44,829) | (83,815) | (82,791) |
Interest expense, related parties | (47,730) | (47,212) | (86,875) | (92,951) |
Gain (loss) on derivative fair value adjustment | 45,510 | (51,500) | 67,775 | (81,880) |
Gain on settlement of debt | 0 | 71,025 | 0 | 110,220 |
Loss on stock subscription receivable | (6,459) | (139,304) | (39,839) | (139,304) |
Other income (expense) | 12,265 | (146) | 12,265 | (1,052) |
Total other income (expenses) | (9,782) | (209,508) | (112,846) | (284,191) |
Loss before income taxes | (15,078) | (354,728) | (122,817) | (632,524) |
Provision for income taxes | ||||
Net loss | $ (15,078) | $ (354,728) | $ (122,817) | $ (632,524) |
Loss per common share - basic and diluted | ||||
Basic and diluted loss per common share | $ (0.02) | $ (2.78) | $ (0.16) | $ (5.16) |
Weighted-average common shares outstanding | 853,441 | 127,627 | 769,279 | 122,603 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (122,817) | $ (632,524) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 53,770 | 68,270 |
Amortization of debt related costs | 53,733 | 49,118 |
Stock-based compensation | 0 | 124,405 |
Gain on settlement of debt | 0 | (110,220) |
(Gain) loss on derivative liability fair value adjustment | (67,775) | 81,880 |
Loss on stock subscription receivable | 39,839 | 139,304 |
Initial derivative expense | 0 | 6,018 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,990 | 4,246 |
Certificate of deposit | 0 | 28,660 |
Inventory | (27,758) | 19,365 |
Prepaid expenses | 0 | 170 |
Accounts payable and accrued expenses | (100,077) | 57,746 |
Due to (from) related parties | 105,946 | 31,619 |
Deferred rent | (5,159) | (4,458) |
Deferred revenue | (17,164) | (2,362) |
Note receivable | 0 | (1,037) |
Net cash used in operating activities | (80,472) | (139,800) |
Cash Flows from Investing Activities: | ||
Purchases of property, plant, and equipment | (23,527) | (8,567) |
Payments on related party note receivable | (310,000) | 0 |
Proceeds from related party note receivable | 159,581 | 0 |
Net cash used in investing activities | (173,946) | (8,567) |
Cash Flows from Financing Activities: | ||
Payments made on notes payable | (180,733) | (97,978) |
Payments made on convertible debt | (30,050) | 0 |
Payments made on related party notes payable | (4,707) | (2,144) |
Payments made on capital lease obligations | (10,038) | (10,382) |
Proceeds from issuance of notes payable | 462,000 | 82,880 |
Proceeds from issuance of related party notes payable | 0 | 35,082 |
Proceeds from issuance of stock options | 0 | 26,196 |
Proceeds from issuance of convertible notes payable | 0 | 98,000 |
Net cash provided by financing activities | 236,472 | 131,654 |
Decrease in cash | (17,946) | (16,713) |
Cash at beginning of period | 150,459 | 100,628 |
Cash at end of period | 132,513 | 83,915 |
Supplemental cash flow information: | ||
Cash paid during the period for: Interest | 27,963 | 89,192 |
Non-cash investing and financing activities: | ||
Debt discount on derivative liability, convertible notes | 0 | 94,048 |
Return of Series B preferred stock | 0 | 14 |
Exercised options for stock subscription | 0 | 274,800 |
Conversion of debt | $ 74,244 | $ 35,805 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Note 1 - Nature of Operations and Basis of Presentation | Note 1 Nature of Operations and Basis of Presentation Business Description Green Endeavors, Inc., ("Green") owns and operates two hair salons carrying the Aveda(TM) 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(TM) 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 2,000,000,000 shares authorized; preferred with 3,000,000 shares authorized; convertible preferred with 2,000,000 shares authorized; and, convertible super voting preferred with 10,000,000 shares authorized. Green is quoted on the "OTC Pink" marketplace segment under the symbol GRNE. Green is a more than 50% controlled subsidiary of Sack Lunch Productions, Inc. ("SAKL"). Sack Lunch Productions, Inc. is listed at OTC Markets trading under the symbol SAKL and is not currently a reporting company. Previous to April 15, 2015, SAKL was known as Nexia Holdings, Inc. and was trading under its symbol NXHD. Landis Salons, Inc., a Utah corporation, was organized on May 4, 2005 for the purpose of operating an Aveda(TM) 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(TM) 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(TM) retail store in the City Creek Mall in Salt Lake City, Utah. Basis of Presentation The consolidated financial statements include the accounts of Green and its subsidiaries after elimination of intercompany accounts and transactions. All consolidated subsidiaries are wholly-owned by Green. These statements should be read in conjunction with the Company's annual financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. In particular, the Company's significant accounting policies were presented as Note 2 to the consolidated financial statements in that Annual Report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements for the three and six months ended June 30, 2016, are not necessarily indicative of the results that may be expected for the 12 months ending December 31, 2016. Use of Estimates in the Preparation of the Financial Statements The consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the amounts of assets and liabilities at the reporting date and the amounts of revenue and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates actual results could differ from the original estimates, requiring adjustments to these balances in future periods. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Note 2 - Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies Cash and Cash Equivalents Investments with original maturities of three months or less at the time of purchase are considered cash equivalents. As of June 30, 2016 and December 31, 2015, Green had no cash equivalents. Inventory Inventory consists of items held for resale and is carried at the lower of cost or market. Cost is determined using the first in, first out ("FIFO") method. Property, Plant, and Equipment Property, plant, and equipment are stated at historical cost. Depreciation is generally provided over the estimated useful lives, using the straight-line method, as follows: 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 As of June 30, 2016 and 2015, Green recorded depreciation expense of $53,770 and $68,270, respectively. Long-Lived Assets We periodically review the carrying amount of our long-lived assets for impairment. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. There were no impairments of long-lived assets as of June 30, 2016 and December 31, 2015. Fair Value Measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Revenue Recognition There are two primary types of revenue for the Company: 1) providing hair salon services, and 2) selling hair salon products. Revenue is recognized at the time the service is performed or the product is delivered. All revenue sources are domestic. In some cases, such as the sale of gift cards, revenue is deferred until the gift card is redeemed. Deferred Revenue Deferred revenue arises when customers pay for products and/or services in advance of receiving the product or service. Green's deferred revenue consists solely of unearned revenue associated with the purchase of gift certificates for which revenue is recognized only when the service is performed or the product is delivered. As of June 30, 2016 and December 31, 2015, deferred revenue was $48,884 and $66,048, respectively. Advertising The Company expenses advertising production costs as they are incurred and advertising communication costs the first time the advertising takes place. For the six month period ended June 30, 2016 and 2015, advertising costs amounted to $47,278 and $63,603, 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, 2016 and December 31, 2015, a 100% valuation allowance has been placed against the deferred tax asset and therefore is not reflected on the balance sheets. Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period. Diluted earnings per common share is computed by dividing net income by the weighted average number of common shares and potential common shares during the specified period. For the six months ended June 30, 2016 there were 1,030,394,266 potential common shares not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. Recent Accounting Pronouncements Management believes the impact of recently issued standards and updates, which are not yet effective, will not have a material impact on Green's consolidated financial position, results of operations or cash flows upon adoption. |
Note 3 - Inventory
Note 3 - Inventory | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Note 3 - Inventory | Note 3 Inventory Green's inventory consists of items held for resale and product that is used in services by the Landis and Landis II salons, and all are considered finished goods. Inventory is carried at the lower of cost or market. As of June 30, 2016 and December 31, 2015, inventory amounted to $166,686 and $138,928, respectively. |
Note 4 - Property, Plant, and E
Note 4 - Property, Plant, and Equipment | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Note 4 - Property, Plant, and Equipment | Note 4 Property, Plant, and Equipment The following is a summary of Green's Property, plant, and equipment by major category as of June 30, 2016: Cost Accumulated Depreciation Net Computer equipment and related software $44,400 $32,545 $11,855 Construction in process - - - Leasehold improvements 668,196 500,937 167,259 Furniture and fixtures 27,201 25,155 2,046 Leased equipment 76,298 61,691 14,607 Equipment 284,389 232,641 51,748 Vehicle 48,193 43,029 5,164 Signage 25,154 15,008 10,146 $1,173,831 $911,006 $262,825 The following is a summary of Green's Property, plant, and equipment by major category as of December 31, 2015: Cost Accumulated Depreciation Net Computer equipment and related software $39,247 $29,401 $9,846 Construction in process 12,000 - 12,000 Leasehold improvements 639,253 476,652 162,601 Furniture and fixtures 27,201 24,661 2,540 Leased equipment 76,298 54,061 22,237 Equipment 282,957 219,071 63,886 Vehicle 48,193 39,587 8,606 Signage 25,155 13,803 11,352 $1,150,304 $857,236 $293,068 |
Note 5 - Fair Value Measurement
Note 5 - Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Note 5 - Fair Value Measurements | Note 5 Fair Value Measurements Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of June 30, 2016 and December 31, 2015, consisted of the following: Total fair Quoted prices Significant other Significant value at in active observable unobservable June 30, markets Inputs inputs Description 2016 (Level) (Level 2) (Level) Derivative liability (1) $91,835 $- $91,835 $- Total fair Quoted prices Significant other Significant value at in active Observable unobservable December 31, markets Inputs inputs Description 2015 (Level) (Level 2) (Level) Derivative liability (1) $209,610 $- $209,610 $- (1) Derivative liability amounts are due to the embedded derivatives of certain convertible notes payable issued by the Company and are calculated using the Black Scholes pricing model (see Note 6 - Derivative liability) |
Note 6 - Derivative Liability
Note 6 - Derivative Liability | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Note 6 - Derivative Liability | Note 6 Derivative Liability As of June 30, 2016, the Company had a $91,835 derivative liability balance on the balance sheet, and for the six months ended June 30, 2016, the Company recorded a $67,775 net gain from derivative liability activity. The derivative liability activity comes from convertible notes payable as follows: Eastshore Enterprises, Inc. On June 30, 2016, Green marked-to-market the fair value of the derivative liability related to the Eastshore Note and determined an aggregate fair value of $91,835 and recorded a $1,679 loss from change in fair value of derivative for the six month period ended June 30, 2016. 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 489.89%, (3) risk-free interest rate of 0.45%, (4) expected life of 1 year, and (5) estimated fair value of Green's common stock of $0.0001 per share. |
Note 7 - Related Party Transact
Note 7 - Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Note 7 - Related Party Transactions | Note 7 Related Party Transactions June 30, December 31, 2016 2015 Convertible Debenture - Related Party Principal amount 2,147,591 2,147,591 Debt discount (22,957) (29,218) Note receivable Related Party (254,227) - Convertible debenture, net of debt discount 1,870,407 2,118,373 As of June 30, 2016 and December 31, 2015, amounts due to related parties were $530,751 and $424,804, respectively. Richard Surber, a related party, is providing his personal guaranty for several lines of credit and credit cards that are being utilized by the Company and its operating subsidiaries. In addition to the above, Mr. Surber is a personal guarantor to notes payable by the Company with remaining principal balances of $355,354. Subsequent to June 30, 2016, Mr. Surber continues to provide his personal guaranty for several lines of credit, credit cards, and loans that are being utilized by the Company and its subsidiaries. The total amount of these credit obligations could exceed the amount of $300,000 from time to time. |
Note 8 - Debt
Note 8 - Debt | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Note 8 - Debt | Note 8 Debt During the six month period ending June 30, 2016, the Company has entered into two new loan agreements in the total amount of $465,720. As of June 30, 2016, Mr. Surber is a personal guarantor to various notes payable by the Company. Subsequent to June 30, 2016, Mr. Surber continues to provide his personal guaranty for several lines of credit, credit cards, and loans that are being utilized by the Company and its subsidiaries. The total amount of these credit obligations could exceed the amount of $300,000 from time to time. |
Note 9 - Stockholders' Deficit
Note 9 - Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Note 9 - Stockholders' Deficit | Note 9 Stockholders' Deficit Preferred Stock Green is authorized to issue 15,000,000 shares of preferred stock (par value $.001 per share). Green's preferred stock may be divided into such series as may be established by the Board of Directors. As of June 30, 2016, Green has designated 12,000,000 of the preferred stock into two series as follows: 2,000,000 shares of Convertible Series B Preferred and 10,000,000 shares of Convertible Super voting Preferred. The Preferred Stock is classified as equity as long as there are sufficient shares available to effect the conversion. In some instances certain contracts may pass the option to receive cash or common stock to the shareholder. In this case, it is assumed that a cash settlement will occur and balance sheet classification of the affected Preferred Stock and related preferred paid-in capital as a liability. Convertible Super voting Preferred Stock Each share of the Convertible Super voting Preferred Stock is convertible into 100 shares of Green's Common stock and has the voting rights equal to 100 shares of common stock. During the six month period ended June 30, 2016, there were no issuances or conversions of Convertible super voting preferred shares. As of both June 30, 2016 and December 31, 2015, Green had 10,000,000 shares of Convertible super voting preferred stock issued and outstanding. Convertible Series B Preferred Stock Each share of Green's Convertible Series B Preferred Stock (Series B) has one vote per share and is convertible into $5.00 worth of common stock. The number of common shares received is based on the average closing bid market price of Green's common stock for the five days before conversion notice date by the shareholder. Series B shareholders, at the option of Green, can receive cash or common stock upon conversion. On May 22, 2016 the Company approved the conversion of 7,000 Series B shares into 41,667 shares of common stock. As of June 30, 2016 and December 31, 2015, Green had 727,607 and 734,607 shares of Series B issued and outstanding respectively. Common Stock Pursuant to an amendment to our articles of incorporation filed on June 27, 2016 the number of authorized common shares was reduced from 10,000,000,000 to 2,000,000,000 (par value $0.0001 per share) and the common stock was reversed 2000:1. As of June 30, 2016 and December 31, 2015, and after giving effect to the reverse split, Green had 886,180 and 618,174 shares of common stock issued and outstanding respectively. |
Note 10 - Stock-based Compensat
Note 10 - Stock-based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Note 10 - Stock-based Compensation | Note 10 Stock-Based Compensation No stock compensation was awarded during the six months ended June 30, 2016. |
Note 11 - Litigation
Note 11 - Litigation | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Note 11 - Litigation | Note 11 Litigation There are no new matters of litigation during the six months ended June 30, 2016. |
Note 12 - Concentration of Risk
Note 12 - Concentration of Risk | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Note 12 - Concentration of Risk | Note 12 Concentration of Risk Supplier Concentrations The Company purchases most of its salon inventory that is used for service and product sales from Aveda(TM). Aveda(TM) product purchases for the six months ended June 30, 2016 and for the year ended December 31, 2015 accounted for approximately 99% of salon products purchased. Market or Geographic Area Concentrations 100% of the Company's sales are in the salon services and products market and are concentrated in the Salt Lake City, Utah geographic area. |
Note 13 - Going Concern
Note 13 - Going Concern | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Note 13 - Going Concern | Note 13 Going Concern Generally accepted accounting principles in the United States of America contemplate the continuation of Green as a going concern. As of and for the six months ended June 30, 2016, Green had negative working capital of $1,188,154 and a net loss of $122,817, which raises substantial doubt about Green's ability to continue as a going concern. Green's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to successfully fulfill its business plan. Management plans to attempt to raise additional funds to finance the operating and capital requirements of Green through a combination of equity and debt financings. While Green is making its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be sufficient for operations. |
Note 14 - Subsequent Events
Note 14 - Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Note 14 - Subsequent Events | Note 14 Subsequent Events On June 27, 2016 we filed an amendment to our articles of incorporation to effect a 1-for-2000 reverse stock split of our common stock and to reduce the number of authorized common shares from 10,000,000,000 to 2,000,000,000. All share and per share amounts relating to the common stock included in the financial statements have been restated to reflect the reverse stock split. This corporate action took effect on July 21, 2016. In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and there are no additional material subsequent events to report. |
Note 2 - Summary of Significa20
Note 2 - Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents Investments with original maturities of three months or less at the time of purchase are considered cash equivalents. As of June 30, 2016 and December 31, 2015, Green had no cash equivalents. |
Inventory | Inventory Inventory consists of items held for resale and is carried at the lower of cost or market. Cost is determined using the first in, first out ("FIFO") method. |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment are stated at historical cost. Depreciation is generally provided over the estimated useful lives, using the straight-line method, as follows: 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 As of June 30, 2016 and 2015, Green recorded depreciation expense of $53,770 and $68,270, respectively. |
Long-lived Assets | Long-Lived Assets We periodically review the carrying amount of our long-lived assets for impairment. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. There were no impairments of long-lived assets as of June 30, 2016 and December 31, 2015. |
Fair Value Measurements | Fair Value Measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. |
Revenue Recognition | Revenue Recognition There are two primary types of revenue for the Company: 1) providing hair salon services, and 2) selling hair salon products. Revenue is recognized at the time the service is performed or the product is delivered. All revenue sources are domestic. In some cases, such as the sale of gift cards, revenue is deferred until the gift card is redeemed. |
Deferred Revenue | Deferred Revenue Deferred revenue arises when customers pay for products and/or services in advance of receiving the product or service. Green's deferred revenue consists solely of unearned revenue associated with the purchase of gift certificates for which revenue is recognized only when the service is performed or the product is delivered. As of June 30, 2016 and December 31, 2015, deferred revenue was $48,884 and $66,048, respectively. |
Advertising | Advertising The Company expenses advertising production costs as they are incurred and advertising communication costs the first time the advertising takes place. For the six month period ended June 30, 2016 and 2015, advertising costs amounted to $47,278 and $63,603, respectively. |
Stock-based Compensation | Stock-Based Compensation Green recognizes the cost of employee services received in exchange for awards of equity instruments as stock-based compensation expense. Stock-based compensation expense is measured at the grant date based on the fair value of the restricted stock award, option, or purchase right and is recognized as expense, less expected forfeitures, over the requisite service period, which typically equals the vesting period. Because the employee is expected to and has historically received shares of common stock on or about the date of the employee stock option grant date as part of the exercise process, the fair value of each stock issuance is determined using the fair value of Green's common stock on the grant date. |
Income Taxes | Income Taxes Deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Also, Green's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. Green is 100% consolidated into its parent company, SAKL, and therefore does not file an income tax return. Its financial amounts are consolidated into the SAKL income tax returns. As of June 30, 2016 and December 31, 2015, a 100% valuation allowance has been placed against the deferred tax asset and therefore is not reflected on the balance sheets. |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period. Diluted earnings per common share is computed by dividing net income by the weighted average number of common shares and potential common shares during the specified period. For the six months ended June 30, 2016 there were 1,030,394,266 potential common shares not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management believes the impact of recently issued standards and updates, which are not yet effective, will not have a material impact on Green's consolidated financial position, results of operations or cash flows upon adoption. |
Note 4 - Property, Plant, and21
Note 4 - Property, Plant, and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Tables/Schedules | |
Schedule of Property, Plant and Equipment | The following is a summary of Green's Property, plant, and equipment by major category as of June 30, 2016: Cost Accumulated Depreciation Net Computer equipment and related software $44,400 $32,545 $11,855 Construction in process - - - Leasehold improvements 668,196 500,937 167,259 Furniture and fixtures 27,201 25,155 2,046 Leased equipment 76,298 61,691 14,607 Equipment 284,389 232,641 51,748 Vehicle 48,193 43,029 5,164 Signage 25,154 15,008 10,146 $1,173,831 $911,006 $262,825 The following is a summary of Green's Property, plant, and equipment by major category as of December 31, 2015: Cost Accumulated Depreciation Net Computer equipment and related software $39,247 $29,401 $9,846 Construction in process 12,000 - 12,000 Leasehold improvements 639,253 476,652 162,601 Furniture and fixtures 27,201 24,661 2,540 Leased equipment 76,298 54,061 22,237 Equipment 282,957 219,071 63,886 Vehicle 48,193 39,587 8,606 Signage 25,155 13,803 11,352 $1,150,304 $857,236 $293,068 |
Note 5 - Fair Value Measureme22
Note 5 - Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Tables/Schedules | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of June 30, 2016 and December 31, 2015, consisted of the following: Total fair Quoted prices Significant other Significant value at in active observable unobservable June 30, markets Inputs inputs Description 2016 (Level) (Level 2) (Level) Derivative liability (1) $91,835 $- $91,835 $- Total fair Quoted prices Significant other Significant value at in active Observable unobservable December 31, markets Inputs inputs Description 2015 (Level) (Level 2) (Level) Derivative liability (1) $209,610 $- $209,610 $- |
Note 7 - Related Party Transa23
Note 7 - Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Tables/Schedules | |
Schedule of Related Partiy Debentures | June 30, December 31, 2016 2015 Convertible Debenture - Related Party Principal amount 2,147,591 2,147,591 Debt discount (22,957) (29,218) Note receivable Related Party (254,227) - Convertible debenture, net of debt discount 1,870,407 2,118,373 |
Note 1 - Nature of Operations24
Note 1 - Nature of Operations and Basis of Presentation (Details) - shares | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 26, 2016 | Dec. 31, 2015 | |
Entity Incorporation, Date of Incorporation | Apr. 25, 2002 | ||
Common Stock, Shares Authorized | 2,000,000,000 | 10,000,000,000 | 10,000,000,000 |
Preferred Stock, Shares Authorized | 15,000,000 | ||
Landis Salons Inc | |||
Entity Incorporation, Date of Incorporation | May 4, 2005 | ||
Landis Salons II Inc | |||
Entity Incorporation, Date of Incorporation | Mar. 17, 2010 | ||
Landis Experience Center LLC | |||
Entity Incorporation, Date of Incorporation | Jan. 23, 2012 | ||
Sack Lunch Productions, Inc. | |||
Ownership percentage of controlling interest | 50.00% | ||
Entity Information, Date to Change Former Legal or Registered Name | Apr. 15, 2015 | ||
Undesignated Preferred Stock | |||
Preferred Stock, Shares Authorized | 3,000,000 | ||
Convertible Series B Preferred Stock | |||
Preferred Stock, Shares Authorized | 2,000,000 | ||
Convertible Supervoting Preferred Stock | |||
Preferred Stock, Shares Authorized | 10,000,000 |
Note 2 - Summary of Significa25
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Details | ||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 |
Note 2 - Summary of Significa26
Note 2 - Summary of Significant Accounting Policies: Property, Plant, and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Depreciation | $ 26,735 | $ 35,622 | $ 53,770 | $ 68,270 |
Leasehold Improvements | ||||
Property, Plant and Equipment, Estimated Useful Lives | Shorter of the lease term or the estimated useful life | |||
Computer Equipment and Related Software | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Furniture and Fixtures | Minimum | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Furniture and Fixtures | Maximum | ||||
Property, Plant and Equipment, Useful Life | 10 years | |||
Equipment | Minimum | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Equipment | Maximum | ||||
Property, Plant and Equipment, Useful Life | 10 years | |||
Vehicles | ||||
Property, Plant and Equipment, Useful Life | 7 years | |||
Signage | ||||
Property, Plant and Equipment, Useful Life | 10 years |
Note 2 - Summary of Significa27
Note 2 - Summary of Significant Accounting Policies: Long-lived Assets (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Details | ||
Impairment of Long-Lived Assets | $ 0 | $ 0 |
Note 2 - Summary of Significa28
Note 2 - Summary of Significant Accounting Policies: Deferred Revenue (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Details | ||
Deferred revenue | $ 48,884 | $ 66,048 |
Note 2 - Summary of Significa29
Note 2 - Summary of Significant Accounting Policies: Advertising (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Details | ||
Advertising Costs | $ 47,278 | $ 63,603 |
Note 2 - Summary of Significa30
Note 2 - Summary of Significant Accounting Policies: Income Taxes (Details) | Jun. 30, 2016 |
Details | |
Valuation Allowance, Percentage | 100.00% |
Note 2 - Summary of Significa31
Note 2 - Summary of Significant Accounting Policies: Net Loss Per Share (Details) | 6 Months Ended |
Jun. 30, 2016shares | |
Details | |
Antidilutive Securities, Excluded from Earnings Per Share | 1,030,394,266 |
Note 3 - Inventory (Details)
Note 3 - Inventory (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Details | ||
Inventory | $ 166,686 | $ 138,928 |
Note 4 - Property, Plant, and33
Note 4 - Property, Plant, and Equipment: Schedule of Property, Plant and Equipment (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Cost | $ 1,173,831 | $ 1,150,304 |
Accumulated Depreciation on Property, plant, and equipment | 911,006 | 857,236 |
Net | 262,825 | 293,068 |
Computer Equipment and Related Software | ||
Cost | 44,400 | 39,247 |
Accumulated Depreciation on Property, plant, and equipment | 32,545 | 29,401 |
Net | 11,855 | 9,846 |
Construction In Process | ||
Cost | 0 | 12,000 |
Accumulated Depreciation on Property, plant, and equipment | 0 | 0 |
Net | 0 | 12,000 |
Leasehold Improvements | ||
Cost | 668,196 | 639,253 |
Accumulated Depreciation on Property, plant, and equipment | 500,937 | 476,652 |
Net | 167,259 | 162,601 |
Furniture and Fixtures | ||
Cost | 27,201 | 27,201 |
Accumulated Depreciation on Property, plant, and equipment | 25,155 | 24,661 |
Net | 2,046 | 2,540 |
Leased Equipment | ||
Cost | 76,298 | 76,298 |
Accumulated Depreciation on Property, plant, and equipment | 61,691 | 54,061 |
Net | 14,607 | 22,237 |
Equipment | ||
Cost | 284,389 | 282,957 |
Accumulated Depreciation on Property, plant, and equipment | 232,641 | 219,071 |
Net | 51,748 | 63,886 |
Vehicles | ||
Cost | 48,193 | 48,193 |
Accumulated Depreciation on Property, plant, and equipment | 43,029 | 39,587 |
Net | 5,164 | 8,606 |
Signage | ||
Cost | 25,154 | 25,155 |
Accumulated Depreciation on Property, plant, and equipment | 15,008 | 13,803 |
Net | $ 10,146 | $ 11,352 |
Note 5 - Fair Value Measureme34
Note 5 - Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Derivative liability | $ 91,835 | $ 209,610 |
Fair Value, Inputs, Level 1 | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Derivative liability | 91,835 | 209,610 |
Fair Value, Inputs, Level 3 | ||
Derivative liability | $ 0 | $ 0 |
Note 6 - Derivative Liability (
Note 6 - Derivative Liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Derivative liability | $ 91,835 | $ 91,835 | $ 209,610 | ||
Gain (loss) on derivative fair value adjustment | 45,510 | $ (51,500) | 67,775 | $ (81,880) | |
Eastshore Enterprises Inc | |||||
Derivative liability | $ 91,835 | 91,835 | |||
Gain (loss) on derivative fair value adjustment | $ 1,679 | ||||
Fair Value Measurements, Valuation Techniques | Black-Scholes option pricing model | ||||
Dividend yield | 0.00% | ||||
Expected volatility | 489.89% | ||||
Risk-free interest rate | 0.45% | ||||
Expected life | 1 year | ||||
Estimated fair value of Green's common stock | $ 0.0001 | $ 0.0001 |
Note 7 - Related Party Transa36
Note 7 - Related Party Transactions: Schedule of Related Partiy Debentures (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Convertible Debenture - Related Party | |||
Payments on related party note receivable | $ (310,000) | $ 0 | |
Convertible debentures, net of debt discount | 1,870,407 | $ 2,118,373 | |
Convertible Debenture - Related Party | |||
Convertible Debenture - Related Party | |||
Principal Amount | 2,147,591 | 2,147,591 | |
Debt discount | (22,957) | (29,218) | |
Payments on related party note receivable | $ (254,227) | $ 0 |
Note 7 - Related Party Transa37
Note 7 - Related Party Transactions (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Due to related parties | $ 530,751 | $ 424,804 |
Chief Executive Officer | ||
Line of Credit, Current | $ 355,354 |
Note 8 - Debt (Details)
Note 8 - Debt (Details) | Jun. 30, 2016USD ($) |
Details | |
Outstanding Loans | $ 465,720 |
Note 9 - Stockholders' Deficit
Note 9 - Stockholders' Deficit (Details) - $ / shares | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 26, 2016 | Dec. 31, 2015 | |
Preferred Stock, Shares Authorized | 15,000,000 | ||
Preferred Stock, Par Value | $ 0.001 | ||
Common Stock, Shares Authorized | 2,000,000,000 | 10,000,000,000 | 10,000,000,000 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | |
Reverse Stock Split | common stock was reversed 2000:1 | ||
Common Stock, Shares Outstanding | 886,180 | 618,174 | |
Convertible Series B Preferred Stock | |||
Preferred Stock, Shares Authorized | 2,000,000 | ||
Preferred Stock, Shares Outstanding | 727,607 | 734,607 | |
Convertible Preferred Stock, Terms of Conversion | Each share of Green's Convertible Series B Preferred Stock (Series B) has one vote per share and is convertible into $5.00 worth of common stock. The number of common shares received is based on the average closing bid market price of Green's common stock for the five days before conversion notice date by the shareholder. Series B shareholders, at the option of Green, can receive cash or common stock upon conversion. | ||
Conversion of Stock, Shares Converted | 7,000 | ||
Convertible Supervoting Preferred Stock | |||
Preferred Stock, Shares Authorized | 10,000,000 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 100 | ||
Preferred Stock, Shares Outstanding | 10,000,000 | ||
Common Stock | |||
Conversion of Stock, Shares Issued | 41,667 |
Note 10 - Stock-based Compens40
Note 10 - Stock-based Compensation (Details) | 6 Months Ended |
Jun. 30, 2016shares | |
Details | |
Stock-based compensation granted | 0 |
Note 12 - Concentration of Ri41
Note 12 - Concentration of Risk (Details) | 6 Months Ended |
Jun. 30, 2016 | |
Geographic Concentration Risk | |
Concentration Risk, Percentage | 100.00% |
Supplier Concentration Risk | |
Concentration Risk, Percentage | 99.00% |
Note 13 - Going Concern (Detail
Note 13 - Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Details | ||||
Working Capital | $ (1,188,154) | $ (1,188,154) | ||
Net loss | $ (15,078) | $ (354,728) | $ (122,817) | $ (632,524) |
Note 14 - Subsequent Events (De
Note 14 - Subsequent Events (Details) - shares | 1 Months Ended | 6 Months Ended | ||
Jul. 21, 2016 | Jun. 30, 2016 | Jun. 26, 2016 | Dec. 31, 2015 | |
Reverse Stock Split | common stock was reversed 2000:1 | |||
Common Stock, Shares Authorized | 2,000,000,000 | 10,000,000,000 | 10,000,000,000 | |
Subsequent Event | ||||
Reverse Stock Split | 1-for-2000 reverse stock split of our common stock | |||
Common Stock, Shares Authorized | 2,000,000,000 | 10,000,000,000 |