UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-K (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2010   ̈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
(State or Other Jurisdiction of
Incorporation or Organization)
     27-3270121
(I.R.S. Employer
Identification No.)
 59 West 100 South, 2nd Floor, Salt Lake City, Utah 84101 (Address of Principal Executive Offices) (Zip Code) (801) 575-8073 (Registrant's Telephone Number, including Area Code)  Securities registered pursuant to Section 12(b) of the Act: None  Securities registered pursuant to Section 12(g) of the Act:  Title of Each Class
     Names of Each Exchange on which Registered$0.001 Common Stock
     None
  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ̈Nox  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ̈Nox  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.  YesxNo ̈  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈  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 ̈Non-accelerated filer ̈Smaller reporting companyx (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 Act).  Yes ̈Nox  The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrants most recently completed second fiscal quarter ended June 30, 2010 was $772,958.  On March 21, 2011, approximately 443,015,464 shares of the Registrants Common Stock, $0.001 par value, were outstanding.  DOCUMENTS INCORPORATED BY REFERENCE None  1


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Green Endeavors, Inc.Annual Report on Form 10-KFor the Year Ended December 31, 2010Table of ContentsPART I
     
     
     PageItem1. Business
     3Item 1A. Risk Factors
     4Item 1B.
     Unresolved Staff Comments
     8Item 2.
     Properties
     8Item 3.
     Legal Proceedings
     8Item 4.
     Submission of Matters to a Vote of Security Holders
     9PART IIItem 5. Market for Registrants Common Equity and Related Stockholder Matters,
     9Item 6. Selected Financial Data
     10Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
     11Item 8. Financial Statements and Supplementary Data
     15Item 9.
     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
     16Item 9A
     Controls and Procedures
     16Item 9B.
     Other Information
     17PART IIIItem 10.
     Directors, Executive Officers, and Corporate Governance
     17Item 11.
     Executive Compensation
     18Item 12.
     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters................18Item 13.
     Certain Relationships and Related Transactions, and Director Independence
     19Item 14.
     Principal Accountant Fees and Services
     20PART IVItem 15.
     Exhibits and Financial Statement Schedules
     21Signatures
     39
   2


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PART I. Item 1. Business This Annual Report on Form 10-K and the documents incorporated by reference in this Annual Report on Form 10-K contain forward-looking statements. Certain of such statements, including, but not limited to, statements regarding the extent and timing of future revenues and expenses and customer demand, statements regarding our reliance on third parties and other statements using words such as anticipates, believes, could, estimates, expects, intends, may, plans, should, will and would, and words of similar import and the negatives thereof, constitute forward-looking statements. These statements are predictions based upon our current expectations about future events. 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 Competition, Risk Factors, Results of Operations, and Liquidity and Capital Resources sections contained in this Annual Report on Form 10-K and the risks discussed in our other Securities Exchange Commission, or SEC, filings, 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 Annual Report on Form 10-K. All subsequent written or spoken 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 Annual Report on Form 10-K are made only as of the date of this Annual Report on Form 10-K. 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. We run 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. 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 Aveda concept salons which is classified by higher purchasing volume, location and size of retail space. The salons 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 atwww.landissalon.com. Products and Services The salons offer high quality hair care and other salon services such as makeup, skin care and nail care. The salons incorporate the use of the Aveda line of products in all the services performed and exclusively offer Aveda retail product for sale. The Aveda brand, owned by Estee Lauder Companies, Inc., manufactures professional plant-based hair care, skin care, makeup, Pure-Fume, and other lifestyle products. The products used during services and which are available for purchase, include the following for both men and women: Hair care - hair color and styling products, shampoos, conditioners and finishing sprays.Makeup - lipsticks, lip glosses, mascaras, foundations, eye shadows, nail polishes-remove nail polishes and powders.Skincare - moisturizers, creams, lotions, cleansers and sunscreens.  3


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Fragrance  oils, candles, and a variety of fragrance products used on hair, the body, and in the home. These products are sold directly to a broad consumer base for personal use. Therefore, we do not rely on any single customer for product sales. Marketing and Sales The target market for the salons are 70% female and 30% male, seeking customers with high expectations at a reasonable cost. The average customer in Salt Lake City is expected to visit the salon 6-8 times per year and will spend an average of $47 on services and purchase about $16.50 of Aveda products per visit. The Liberty Heights location was selected for its central location, high income demographics within easy driving distance, and the trendy nature of the area. The Marmalade location was chosen because of the high traffic count, high visibility, easy access from an I-15 freeway exit, trendy up and coming neighborhood, high income demographics within a 1 mile area east of the salon, ample parking and the modern building that houses our facility. The primary marketing efforts of the salons continue to be word of mouth, supplemented by targeted advertising campaigns and referrals from existing customers. Our marketing campaigns are heavily focused on online sites such as Yelp and CitySearch, coupled with other social media sites. Another form of marketing is done through community and charitable involvement. Our salons pride themselves in giving back to the community by sponsoring as many charitable events as possible which align with our values revolving around womens issues, high fashion, environmental conservation and other community based programs. Competition The Companys primary competition comes from other high end salons offering above-and-beyond customer service in the Salt Lake City market. The closest competitors offering a similar level of service that are within our area include: Lunatic Fringe, Salon Zazou, and Salon RZ. Low cost salons with large scale hair cutting operations, such as Great Clips, Supercuts, and Fantastic Sams also compete for clients, and may be competing directly with our stylists that are training to become senior stylists. The price point of our entry level hair and color services in most cases is only slightly higher than some of the above mentioned discount hair cutting operations. However, they do not offer comparable extra services and products which is our competitive point of difference. Employees As of December 31, 2010, Landis employed 78 individuals, with approximately 75 providing salon and support services and 3 in management, administration and finance. None of our employees are represented by labor unions and we have experienced no work stoppages. We believe that our employee relations are good. ITEM 1A. RISK FACTORS Our business faces many risks. Described below are what we believe to be the material risks that we face. If any of the events or circumstances described in the following risks actually occurs, our business, financial condition or results of operations could suffer. Our ability to continue as a going concern is in doubt absent obtaining adequate new debt or equity financing and achieving sufficient sales levels. We have limited capital. Because we do not have sufficient working capital for continued operations for at least the next 12 months our continued existence is dependent upon us sustaining operating profitability or obtaining the necessary capital to meet our expenditures. Our operating capital requirements, in excess of what is generated from operations, for the next 12 months are approximately $150,000. This primarily consists of the costs associated with our financial statement reporting obligations. At this time, we are still in the process of identifying additional salon locations within the Salt Lake valley. The funding for our operations will primarily come from private investors  4


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purchasing our Preferred stock as well as obtaining traditional lines of credit and loans to finance equipment, furniture, leasehold improvements and operations. We cannot assure you that we will be able to generate sufficient sales or raise adequate capital to meet our future working capital needs. The voting control held by Nexia Holdings Inc. creates an anti-takeover or change of control limitation. Nexia currently holds voting control of the Company through its ownership of Super voting preferred stock. The 5,850,000 shares of Supervoting Preferred Stock (100 votes for each share) held by Nexia combined with the 250,000,000 shares of common stock provide Nexia with voting control over any proposal requiring a vote of the shareholders. Through its ownership of the preferred voting shares and common stock it holds voting rights equal to 835,000,000 shares of common stock. This effectively gives Nexia a veto over any attempt to take over or change control of the Company. Such an event would include a vote by the board of directors to conduct a reverse or forward split of the common stock. The shares held by Nexia thus have a strong anti-takeover effect. The interests of Nexia may not always conform to the interests of the common stockholders, in general, and thus its voting rights may not always be exercised in the best interests of the common stockholders of the Company. Our business and our industry are affected by cyclical factors in the State of Utah, including the risk of a prolonged recession. Our financial results are substantially dependent upon overall economic conditions in the State of Utah. General economic factors that are beyond our control, such as interest rates, recession, inflation, deflation, tax rates and policy, energy costs, unemployment trends, and other matters that influence consumer confidence and spending, may impact our business. In particular, visitation patterns to our salons can be adversely impacted by increases in unemployment rates and decreases in discretionary income levels. A prolonged or a deepening recession in the United States, specifically in Utah, could substantially decrease the demand for our products and services below current levels and adversely affect our business. Our industry has historically been vulnerable to significant declines in consumption and product and service pricing during prolonged periods of economic downturn such as at present. Recessions and other periods of economic dislocation typically result in a lower level of discretionary income for consumers. To the extent discretionary income declines, consumers may be more likely to reduce discretionary spending. This could result in our salon customers foregoing salon treatments or using home treatments as a substitute. We believe that the economic downturn slightly affected our financial results for the fiscal year ended December 31, 2010, with a slight increase in sales from the previous year. However, we continue to have sales in the first months of 2011 increase from the comparable months of 2010. If economic conditions result in negative sales in future periods and we are unable to offset the impact with operational savings, our financial results may be further affected. If we cannot improve same-store sales our business and results of operations may be affected. Our success depends, in part, upon our ability to improve sales, as well as both gross margins and operating margins. A variety of factors affect comparable sales, including fashion trends, competition, current economic conditions, changes in our product assortment, the success of marketing programs and weather conditions. These factors may cause our comparable store sales results to differ materially from prior periods and from our expectations. If we are unable to improve our comparable sales on a long-term basis or offset the impact with operational savings, our financial results may be affected.  5


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Changes in our key relationships may adversely affect our operating results.

We maintain key relationships with certain companies, including Aveda. Termination or modification of any of these relationships could significantly reduce our revenues and have a material and adverse impact on our business, our operating results and our ability to expand. Changes in fashion trends may impact our revenue. Changes in consumer tastes and fashion trends can have an impact on our financial performance. For example, trends in wearing longer hair may reduce the number of visits to, and therefore, sales at our salons. We are dependent on key personnel, specifically Richard Surber, our President and CEO. We are dependent on the services of Richard Surber, our President, CEO, and a director. The Company does not have an employment agreement with Mr. Surber, and losing his services would likely have an adverse effect on our ability to conduct business. The salon operations are dependent on key personnel. The operations of the two salons are dependent on the day to day management of current staff at those locations who work in the salons and train their personnel. Losing the services of these long term employees would likely have an adverse effect on the operations and business development of the salons. Our success depends on our ability to attract and retain trained stylists in order to support our existing salon business and to staff future expansion. The salons are actively recruiting qualified candidates to fill stylist positions. There is substantial competition for experienced personnel in this area, which we expect to continue. We will compete for experienced candidates with companies who have substantially greater financial resources than we do. If we fail to attract, motivate and retain qualified stylists, it could harm our business and limit our ability to be successful and hamper expansion plans. For example, we will depend upon the expertise and training abilities of our current staff and management at the salons. Since we do not maintain insurance policies on any of our employees, if we lose the services of any key officers or employees it could harm our business and results of operations. Changes in regulatory and statutory laws may result in increased costs to our business. Our financial results can be adversely impacted by regulatory or statutory changes in laws. Due to the number of people we employ, laws that increase costs to provide employee benefits may result in additional costs to our business. Compliance with new, complex and changing laws may cause our expenses to increase. In addition, any non-compliance with these laws could result in fines, product recalls and enforcement actions or otherwise restrict our ability to market certain products, which could adversely affect our business, financial condition and results of operations. If we are not able to successfully compete in our business segments, our financial results may be affected. Competition on a market by market basis remains strong. Therefore, our ability to raise prices in certain markets can be adversely impacted by this competition. If we are not able to raise prices, our ability to grow same-store sales and increase our revenue and earnings may be impaired. We face significant competition in the salon business, which could harm our sales and profitability. The primary competition to our operations comes from salons offering excellent customer service in the Salt Lake Area market. We have identified our main competitors as Lunatic Fringe, Salon Zazou and Salon RZ. We are also in competition with large scale hair cutting operations such as Great Clips, Supercuts, and Fantastic Sams, though these operations do not compete in offering the high-end services and products of our salons.  6


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The loss of the Aveda line of products would damage the operation of our salons and have a significant and negative impact on our ability to operate and generate revenues.

Our salons offer the Aveda line of products, which are used exclusively in the services provided to customers of the salon and offered for retail sale at the salon location. Loss of the Aveda product line would have a significant and negative impact on the operation of the salons and their ability to generate revenues from either retail sales of health and beauty products or from providing services to consumers at the salon. We believe that the high quality and reputation of this line of products is key to our current operations and future success. Changes in manufacturers' choice of distribution channels may negatively affect our revenues. The retail products that we sell are licensed to be carried exclusively by professional salons. The products we purchase for sale in our salons are purchased pursuant to purchase orders, as opposed to long-term contracts, and generally can be terminated by the producer without much advance notice. Should the various product manufacturers decide to utilize other distribution channels, such as large discount retailers, it could negatively impact the revenue earned from product sales. If we fail to protect the security of personal information about our customers, we could be subject to costly government enforcement actions or private litigation and our reputation could suffer. The nature of our business involves processing, transmission and storage of personal information about our customers. If we experience a data security breach, we could be exposed to government enforcement actions and private litigation. In addition, our customers could lose confidence in our ability to protect their personal information, which could cause them to stop visiting our salons altogether. Such events could lead to lost future sales and adversely affect our results of operations. Our stock price may be volatile. The market price of our common stock is highly volatile and fluctuates widely in price in response to various factors, many of which are beyond our control, including the following: significant dilution;our services or our competitors;additions or departures of key personnel;our ability to execute our business plan;operating results that fall below expectations;loss of any strategic relationship;economic and other external factors; andperiod-to-period fluctuations in our financial results. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock. Investors bear a risk that a liquid market may never develop and as a result, you may not be able to buy or sell our securities at the times you may wish and market liquidity may be limited. Even though our securities are quoted on the Pink Sheets, that may not permit our investors to sell securities when and in the manner that they wish. There is not currently a significant volume of shares trading in the Companys common stock and there may never be sufficient volume to create a liquid market such as to allow all shareholders to sell or buy shares whenever they desire. A liquid market for the sale of shares of the Companies securities may never develop. 7


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We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002.



As a reporting company there will be substantial penalties that could be imposed upon us if we fail to comply with regulatory requirements. In particular, under Section 404 of the Sarbanes-Oxley Act of 2002 we will be required, beginning with this fiscal year ending December 31, 2010, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting as of the end of fiscal 2010. Furthermore, our independent registered public accounting firm will be required to attest to whether our assessment of the effectiveness of our internal control over financial reporting is fairly stated in all material respects and separately report on whether it believes we have maintained, in all material respects, effective internal control over financial reporting. We expect to incur additional expenses and diversion of managements time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements. Our common stock is currently deemed to be penny stock, which makes it more difficult for investors to sell their shares. Our common stock is and will be subject to the penny stock rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than established customers complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities. Item 1B. Unresolved Staff Comments None.Item 2. Properties We lease two facilities for our salon operations in Salt Lake City Utah. We believe that these facilities are adequate for our current needs and that suitable additional or substitute space will be available as needed to accommodate any expansion of our operations. Our Liberty Heights facility is located at 1298 South 900 East, Salt Lake City, Utah 84105. This lease is for a 4,000 square foot free standing commercial building with a preliminary term of ten years, beginning October 1, 2005 and the lease provides for one five year extended term. Our Marmalade facility is located at 600 North 300 West, Salt Lake City, Utah 84103. This lease is for a 3,000 square foot commercial building with a term of ten years beginning on September 15, 2010. On August 15, 2010, we closed our Bountiful salon location because it did not meet our operational performance measurements or real estate requirements. Item 3. Legal Proceedings From time to time, we are involved in various disputes and litigation that arise in the ordinary course of business. If the potential loss from any claim or legal proceeding is considered probable and the amount or the range of loss can be estimated, we accrue a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, we reassess the potential liability related to pending claims and litigation matters and may revise estimates.  8


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America First Federal Credit Union v Newby Salons, LLC dba Reflections Hair and Image Studio, Anthony W. Newby; Brooke Newby aka Brooke Stevenson; Nexia Holdings, Inc., and Landis Salons, Inc. dba Landis Lifestyle Salon.Litigation was filed in January of 2010 in the Third Judicial District Court in and for Salt Lake County, Salt Lake Department, State of Utah, Civil No. 100901276. The suit has been filed to enforce two loans taken out by Newby. The current amounts alleged to be due are $30,296 and $15,518. The Company has completed its efforts to secure the property under lien to the plaintiff and Landis and Nexia have been dismissed from the lawsuit. Judgment has been entered against Newby for the $30,296. Prior to December 31, 2010 the Company sold its ownership of Newby. Landis Salons, Inc. vs. Matthew James Landis, Individually.Litigation was filed by Landis in May of 2009 in the Third Judicial District Court in and for Salt Lake County, Salt Lake Department, State of Utah, Civil No. 090907435. Suit was filed to seek the transfer of a trademark filed by Mr. Landis; he filed a counterclaim seeking recovery of investments he alleged to have made in the salon. The parties have agreed to settlement terms for the litigation that include the full assignment of the disputed trademark to Landis, payment of company liabilities in the sum of $9,000 charged on Mr. Landis credit cards, a cash payment of $6,000, the delivery of 10,000 shares of Series B Preferred Stock and the delivery of 15,000 shares of common stock of Landis to the Company. All payments provided for by the settlement have been made and the case was dismissed by the parties. While the outcome of disputes and litigation matters cannot be predicted with any certainty, management does not believe that the outcome of any current matters will have a material adverse effect on our consolidated financial position, liquidity or results of operations. Item 4. Submission of Matters to a Vote of Security Holders None. PART II. Item 5. Market for Registrant's Common Equity and Related Stockholder Matters Our common stock is traded on the Pink Sheets under the symbol GRNE. We have never declared or paid any cash dividends on our common stock in the past, and we do not plan to pay cash dividends in the foreseeable future. Currently, there are no securities authorized for issuance and no compensation plans in place. All share and per share information included in this Annual Report on Form 10-K has been adjusted to reflect August 2010 five for one forward stock split. As of February 28, 2011, we had approximately 3,500 registered stockholders and approximately 4 beneficial owners of our common stock. The following table sets forth the high and low sales prices of our common stock for each quarter in the two-year period ended December 31, 2010: High
     
     Low2010First Quarter
     $
     0.0180
     $
     0.0010Second Quarter
     
     0.0134
     
     0.0050Third Quarter
     
     0.0002
     
     0.0042Fourth Quarter
     
     0.0200
     
     0.00442009First Quarter
     $
     0.0010
     $
     0.0002Second Quarter
     
     0.0010
     
     0.0002Third Quarter
     
     0.0130
     
     0.0002Fourth Quarter
     
     0.0010
     
     0.0002
   9


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In November and December of 2010, we issued 66,666 Series B Preferred shares to Desert Vista Capital, LLC for $100,000. In the same period we issued 16,667 Series B Preferred shares to both Microcap Innovations, LLC and Akron Associates, Inc. for $25,000 each. The shares were valued at $1.50 per share which was mutually agreed upon by the Board of Directors and the individual investors. The transactions were handled as private sales exempt from registration under Form D pursuant to Rule 506 of the Securities Act of 1933. All other unregistered sales of equity securities that have occurred during the years December 31, 2010 and 2009 have previously been reported in our Form 10, Quarterly Report on Form 10-Q or in a Current Report on Form 8-K. Item 6. Selected Financial Data Item 301(c) of Regulation S-K states that Smaller reporting companies, as defined by section 229.10(f)(1) of Regulation S-K, are not required to provide this information.  10


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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This annual report, as well as information included in, or incorporated by reference from, future filings by the Company with the Securities and Exchange Commission and information contained in written material, press releases and oral statements issued by or on behalf of the Company contains or may contain "forward-looking statements" within the meaning of the federal securities laws, including statements concerning anticipated future events and expectations that are not historical facts. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this document reflect management's best judgment at the time they are made, but all such statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed in or implied by the statements herein. Such forward-looking statements are often identified herein by use of words including, but not limited to, "may," "believe," "project," "forecast," "expect," "estimate," "anticipate," and "plan." In addition, the following factors could affect the Company's actual results and cause such results to differ materially from those expressed in forward-looking statements. These factors include but are not limited to competition within the personal hair care industry, price sensitivity; changes in economic conditions and in particular, continued weakness in the U.S. economies; changes in consumer tastes and fashion trends; the ability of the Company to maintain compliance with financial covenants in its credit agreements; labor and benefit costs; legal claims; the continued ability of the Company to obtain suitable locations and financing for new salon development and to maintain satisfactory relationships with landlords with respect to existing locations; governmental initiatives such as minimum wage rates, taxes; the ability of the Company to maintain satisfactory relationships with suppliers; or other factors not listed above. The ability of the Company to meet its expected revenue growth is dependent on salon acquisitions, new salon construction and same-store sales increases, all of which are affected by many of the aforementioned risks. Additional information concerning potential factors that could affect future financial results is set forth under Item 1A of this Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made in our subsequent annual and periodic reports filed or furnished with the SEC. The forward-looking statements included in this Annual Report on Form 10-K are made only as of the date of this Annual Report on Form 10-K. We do not intend, and undertake no obligation, to update these forward-looking statements. Results of Operations Through our two wholly-owned subsidiaries, Landis Salons, Inc. and Landis Salons II, Inc., we operate two full-service hair and retail salons featuring the Aveda line of products. In August 2010, we determined that Newby Salons, LLC, which operated our Bountiful salon, did not meet our operational performance or real estate requirements and was closed. Revenue and expenses from the Bountiful salon are included in the following analysis of our operations until December 1, 2010 when Newby Salons, LLC was sold. The following discussion examines our results of operations and financial condition based on our consolidated financial statements for the years ended December 31, 2010 and 2009. Revenue We generate revenue through the sale of services and products in the hair salon industry. For the years ended December 31, 2010 and 2009, we had sales of $2,250,998 and $2,044,351, net of discounts, respectively. Our revenue increased $206,647 or 10.11% for the year ended December 31, 2010 as compared to December 31, 2009.  11


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The increase in revenue of 10.11% and the decrease of 3.92% were driven by the following factors: PercentageIncrease (Decrease) inRevenues For the Years EndedDecember 31,
     
     
     December 31,Factor
     2010
     
     
     2009Same-store
     6.20
     %
     
     (3.92
     )%New salon construction
     7.59
     %
     
     - - -Closed salon
     (3.68
     )%
     
     - - -Total
     10.11
     %
     
     (3.92
     )%
  The following table shows the same-store change in service revenue for the years ended December 31, 2010 and 2009: Increase (Decrease)Years Ended
     
     
     
     Over Prior Fiscal YearDecember 31,
     December 31,Salon
     
     2010
     
     
     2009
     
     Dollar
     
     
     PercentageLiberty Heights
     $
     1,496,401
     $
     
     1,367,152
     $
     129,249
     
     
     9.45
     %Marmalade
     
     110,451
     
     
     - - -
     
     110,451
     
     
     - - -%Bountiful
     
     61,572
     
     
     102,522
     
     (40,950
     )
     
     (39.94
     )%Total Service revenue
     $
     1,668,424
     $
     
     1,469,674
     $
     198,750
     
     
     13.52
     %
  The following table shows the same-store change in product revenue for the years ended December 31, 2010 and 2009: Increase (Decrease)Years Ended
     
     
     
     Over Prior Fiscal YearDecember 31,
     December 31,2010
     
     
     2009
     
     Dollar
     
     
     PercentageLiberty Heights
     $
     510,910
     $
     
     513,393
     $
     (2,483
     )
     
     (0.48
     )%Marmalade
     
     44,707
     
     
     - - -
     
     44,707
     
     
     - - -%Bountiful
     
     26,957
     
     
     61,284
     
     (34,327
     )
     
     (56.01
     )%Total Product revenue
     $
     582,574
     $
     
     574,677
     $
     7,897
     
     
     1.37
     %
  Cost of Revenue The following table shows cost of revenue as a percentage of related revenue for the years ended December 31, 2010 and 2009: Years EndedDecember 31,
     
     December 31,2010
     
     2009Services
     59.6
     %
     58.6
     %Product
     53.3
     %
     51.6
     %
  Operating Expenses The net income for the year ended December 31, 2010 was $43,939 as compared to a net loss of $385,160 for the year ended December 31, 2009.  12


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General and administrative The following table shows General and administrative expense for the years ended December 31, 2010 and 2009: Years EndedDecember 31,
     December 31,2010
     
     2009
     
     ChangeSalaries and wages
     $
     300,919
     $
     230,798
     $
     70,121Rent
     
     115,214
     
     133,976
     
     (18,762
     )Advertising
     
     106,207
     
     70,125
     
     36,082Credit card merchant fees
     
     52,546
     
     51,335
     
     1,211Insurance
     
     44,369
     
     38,416
     
     5,953Utilities and telephone
     
     35,596
     
     29,683
     
     5,913Professional services
     
     113,448
     
     11,959
     
     101,489Repairs and maintenance
     
     22,593
     
     15,259
     
     7,334Dues and subscriptions
     
     18,330
     
     3,740
     
     14,590Office expense
     
     69,947
     
     29,086
     
     40,861Travel
     
     11,681
     
     13,156
     
     (1,475
     )Other
     
     39,101
     
     26,799
     
     12,302Total General and administrative expenses
     $
     929,951
     $
     656,332
     $
     275,619
  The increase in general and administrative expenses over the comparable annual period is primarily due to increases in professional services, salaries and wages, office expense, advertising and other individually insignificant general and administrative expenses. Professional services increased significantly in fiscal 2010 primarily due to the audit and related fees for two financial statement audits and filing of our Form 10. Salaries and wages increased due to additional administrative staff and service providers at the salon locations during the second half of fiscal 2010. Other general and administrative expenses included charitable contributions, finance charges, transfer agent expense and other individually insignificant expenses. Depreciation expense for fiscal 2010, decreased to $77,042 from $114,053 for fiscal 2009. The decrease is due to fixed assets becoming fully depreciated between the comparative periods, partially offset by an increase in property, plant and equipment purchased during the second half of fiscal 2010 relating to the opening of the Marmalade salon. Other Income (Expenses), netDecember 31,
     
     
     
     December 31,2010
     
     
     
     2009Interest expense
     $
     
     (253,514
     )
     $
     
     (262,433
     )Gain on sale of subsidiary
     
     
     320,770
     
     
     
     - - -Write-down of marketable securities
     
     
     - - -
     
     
     
     (250,000
     )Loss on sale of securities
     
     
     - - -
     
     
     
     1,584Other income, net
     
     
     38,083
     
     
     
     8,821Total Other income (expenses), net
     $
     
     105,339
     
     $
     
     (502,028
     )
  Other income (expenses), net for fiscal 2010, increased to $105,339 from other expense net of $502,028 for fiscal 2009, an increase of 121%. This increase over the comparable annual period is primarily due to an increase of $320,770 of gain on sale of subsidiary, related to the sale of Newby Salons, LLC subsequent to its closure on August 15, 2010, a decrease of $250,000 on write-down of marketable securities partially offset by an increase of $29,262 of other income primarily related to a settlement agreement completed during fiscal 2010. Liquidity and Capital Resources Cash and Investments in marketable securities As of December 31, 2010, our principal sources of liquidity consisted of $67,593 of Cash, as compared to $33,656 as of December 31, 2009. Our primary sources of cash during the year ended December 31, 2010 were customer payments for salon services and products and the sale of our Preferred Series B shares. Our primary uses of  13


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cash in the year ended December 31, 2010 were payments relating to salaries, benefits, rent and other general operating expenses. Net Working Capital As of December 31, 2010 and December 31, 2009 We had a working capital deficit of $1,286,873 as of December 31, 2010. Our current assets were $179,216, which consisted of $67,593 in cash, $107,365 in inventory, $3,317 in prepaid expenses and $941 in accounts receivable. Our total assets were $1,081,035, which included $493,205 in property and equipment (net), and $408,614 in other assets. Our current liabilities were $1,466,089, including $200,327 in accounts payable and accrued expenses, $893,405 due to related parties, and $323,832 in the current portion of notes payable. Our long-term liabilities were $2,956,663. Our total stockholders deficit at December 31, 2010, was $3,341,717. We had a working capital deficit of $796,863 as of December 31, 2009. Our current assets were $145,691, which consisted of $33,656 in cash, $93,035 in inventory, and $19,000 in a note receivable. Our total assets were $438,833, which included $269,388 in property and equipment (net), and $23,754 in other assets. Our current liabilities were $942,554, including $452,719 in accounts payable and accrued expenses, $229,828 due to related parties, and $216,785 in the current portion of notes payable. Our long-term liabilities were $3,044,555. Our total stockholders deficit at December 31, 2009, was $3,548,276. Net working capital decreased by $490,010 as of December 31, 2010, as compared to December 31, 2009 primarily due to the decrease of $252,392 in accounts payable and accrued expenses and the increase of $33,937 in cash and $14,330 in inventory, partially offset by an increase of $663,577 in amount due to related parties. Cash Flows from Operating Activities Cash flows from operating activities include net income (loss), adjusted for certain non-cash charges, as well as changes in the balances of certain assets and liabilities. Our net cash used in operating activities increased $469,340 as of December 31, 2010, as compared to December 31, 2009 primarily due to a change from net loss to net income of $429,099, an increase of $260,001 of accounts payable and accrued expenses, partially offset by an increase of $320,770 of gain on sale of subsidiary, an increase of $396,660 of due from related parties, a decrease of $250,000 of write-down of marketable securities and an increase of $227,500 of other assets. Cash Flows from Investing Activities Net cash used for investing activities increased $252,449 during the year ended December 31, 2010, as compared to the year ended December 31, 2009 due to increased purchasing of property, plant & equipment of $218,085, an increase of $25,085 of purchases of long-term investments and a decrease of $9,279 of proceeds from sale of short-term investments. As resources are available, we expect to continue our investing activities, including purchasing property, plant and equipment and making short and long-term equity investments. Cash Flows from Financing Activities Net cash provided by financing activities increased by $751,860 during the year ended December 31, 2010, as compared to the year ended December 31, 2009 due to an increase of $611,000 of proceeds from the issuance of preferred stock, an increase of $100,000 of bank loans, offset by a decrease of $40,860 of payments made on bank loan. Other Factors Affecting Liquidity and Capital Resources 8% Series A Senior Subordinated Convertible Redeemable Debentures On April 30, 2008, we entered into a stock transfer agreement with our parent company Nexia and Nexia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  14


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principal face amount and accrued interest into shares of Common stock, $0.001 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. 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 December 31, 2010 and December 31, 2009, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K. Critical Account Policies and Estimates The preparation of our consolidated financial statements in accordance with U.S. generally accepted accounting principles, or GAAP, is based on the selection and application of accounting policies that require us to make significant estimates and assumptions about the effects of matters that are inherently uncertain. We consider the accounting policies discussed below to be critical to the understanding of our financial statements. Actual results could differ from our estimates and assumptions, and any such differences could be material to our consolidated financial statements. New Accounting Standards Codification In June 2009, the Financial Accounting Standards Board, or FASB, issued the Accounting Standards Codification, or ASC, as the single source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with GAAP. The ASC also recognizes rules and interpretive releases of the SEC under federal securities laws as authoritative GAAP for SEC registrants. The ASC is effective for financial statements issued for fiscal years and interim periods ending after September 15, 2009. We adopted the ASC in the third quarter of 2009 and it did not have any impact on our consolidated financial position or results of operations. Noncontrolling Interest On January 1, 2009, we adopted new accounting guidance which clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The new guidance also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. In addition, it establishes a single method of accounting for changes in a parents ownership interest in a subsidiary that does not result in deconsolidation and requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated unless the deconsolidation is an in-substance sale of real estate. The new guidance on noncontrolling interests was required to be applied prospectively after adoption, with the exception of the presentation and disclosure requirements, which were applied retrospectively for all periods presented. As a result, we reclassified noncontrolling interests to permanent equity in the accompanying consolidated balance sheets. Item 8. Financial Statements and Supplementary Data The financial statements required by Item 8 are submitted as a separate section of this Annual Report on Form 10-K. See Item 15, Exhibits and Financial Statement Schedules.  15


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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. Item 9A. 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 our Chief Executive Officer, or CEO, and our Chief Financial Officer, or CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2010. 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 Annual Report on Form 10-K. 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, modifying them as circumstances warrant. Based on their evaluation as of December 31, 2010, our CEO and CFO have concluded that our disclosure controls and procedures were 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. 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 Internal Control over Financial Reporting and Disclosure Controls and Procedures Our management, including the 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. An internal control framework, 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 controls 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 internal control, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Green have been detected. Managements Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. Our management has concluded that, as of December 31, 2010, our internal control over financial reporting is effective. This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial  16


---



reporting. Our managements report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only managements report in this annual report. Item 9B. Other Information None. PART III. Item 10. Directors, Executive Officers and Corporate Governance Executive Officers of the Registrant The following table provides information regarding the executive officers of Green as of December 31, 2010: Name
     Age
     Positions and OfficesRichard D. Surber
     37
     President, Chief Executive Officer and DirectorRichard G. Clegg
     35
     Chief Financial Officer and DirectorLogan C. Fast
     24
     Vice President and Director
  Our executive officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors. Richard D. Surber- Mr. Surber graduated from the University of Utah with a Bachelor of Science degree in Finance and then with a Juris Doctorate with an emphasis in corporate law, including securities, taxation and bankruptcy. He has served as President and Director of Nexia Holdings, Inc. since May of 1999. He has been an officer and director of several public companies. He was appointed as president and to the board of Green Endeavors, Inc. in September of 2007. Mr. Surber holds 37,134 shares of Series B Preferred stock and 13,839,225 shares of Voting Common stock of Green Endeavors, Inc. Richard G. Clegg- Mr. Clegg graduated from Westminster College with a Master of Business Administration and a Bachelor of Science degree in Accounting from the University of Utah. Mr. Clegg is a licensed Certified Public Accountant in the State of Utah. Mr. Clegg was appointed as CEO and to the board of the Company on May 27, 2009, and in March of 2010 he resigned as CEO and was appointed as CFO. Mr. Clegg holds 25,000 shares of Series B Preferred stock in Green Endeavors, Inc. Mr. Clegg does not hold any position as officer or director of any other publicly held company. Logan C. Fast- Mr. Fast was appointed to these offices as of August 28, 2008. He is currently working as a grand salon stylist and as an instructor at the Landis Salon locations. Mr. Fast does not hold any position as officer or director of any other publicly held company. Mr. Fast holds 2,000 shares of Series B Preferred stock in Green Endeavors, Inc. There are no family relationships among any officer or director of Green Endeavors, Inc.  17


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Item 11. Executive Compensation The following table sets forth the compensation of the named executive officer for each of the two fiscal years ended December 31, 2010 and 2009: StockName & Principal Position
     Year
     
     
     Salary ($)
     
     
     
     Bonus ($)
     
     
     Awards ($)
     
     
     Total ($)Richard D. Surber -President, CEO, Director
     2010
     $
     
     35,000
     (1)
     $
     
     - - -
     $
     
     - - -
     $
     
     35,0002009
     $
     
     13,000
     (1)
     $
     
     - - -
     $
     
     - - -
     $
     
     13,000Richard G. Clegg - CFO,Director
     2010
     $
     
     7,415
     (1)
     $
     
     2,500
     $
     
     125,000
     $
     
     134,9152009
     $
     
     - - -
     
     $
     
     - - -
     $
     
     - - -
     $
     
     - - -Logan C. Fast - VicePresident, Director
     2010
     $
     
     51,212
     (2)
     $
     
     - - -
     $
     
     - - -
     $
     
     51,2122009
     $
     
     50,707
     (2)
     $
     
     - - -
     $
     
     - - -
     $
     
     50,707
  (1)
     Compensation for services not related to positions as director.(2)
     Wages received for services performed as a stylist at the salons.No director compensation was paid or accrued during fiscal 2010 and 2009. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersBeneficial Owners of More than Five Percent, Directors, and Management The following table sets forth certain information concerning the ownership of the Company's stock with respect to: (i) each person known to the Company to be the beneficial owner of more than five percent of the Company's stock; (ii) all directors; and (iii) directors and executive officers of the Company as a group. The notes accompanying the information in the table below are necessary for a complete understanding of the figures provided below. As of February 18, 2011, there were 443,015,464 shares of common stock issued and outstanding. AmountAnd Nature ofBeneficial
     
     Percent ofTitle of Class
     Name and Address of Beneficial Owner
     
     Ownership
     
     ClassSuper voting Preferred
     Nexia Holdings, Inc.($0.001 par value)
     59 West 100 South, Second FloorSalt Lake City, Utah 84101
     
     5,850,000
     
     100
     %Preferred Series
     Richard Surber, President & Director"B" Stock
     59 West 100 South, Second Floor($0.001par value)
     Salt Lake City, Utah 84101
     
     37,134
     
     6.3
     %Voting Common Stock
     Richard Surber, President, CEO & Director($0.001 par value)
     59 West 100 South, Second FloorSalt Lake City, Utah 84101
     
     13,839,225
     
     3.1
     %Preferred Series
     Richard G. Clegg, CFO & Director"B" Stock
     59 West 100 South, Second Floor($0.001par value)
     Salt Lake City, Utah 84101
     
     25,000
     
     4.2
     %Voting Common Stock
     Richard G. Clegg, CFO & Director($0.001 par value)
     59 West 100 South, Second FloorSalt Lake City, Utah 84101
     
     - - -
     -
     - - -Voting Common Stock
     Logan Fast, Vice President & Director($0.001 par value)
     59 West 100 South, Second FloorSalt Lake City, Utah 84101
     
     - - -
     -
     - - -Preferred Series
     Logan Fast, Vice President & Director"B" Stock
     59 West 100 South, Second Floor($0.001par value)
     Salt Lake City, Utah 84101
     
     2,000
     
     0.3
     %
   18


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AmountAnd Nature ofBeneficial
     Percent ofTitle of Class
     Name and Address of Beneficial Owner
     Ownership
     ClassVoting Common Stock
     AmeriResource Technologies, Inc.($0.001 par value)
     3440 E. Russell Road, Suite 89120Las Vegas, Nevada 89120
     25,000,005
     5.6
     %Voting Common Stock
     Nexia Holdings, Inc.($0.001 par value)
     59 West 100 South, Second FloorSalt Lake City, Utah 84101
     250,000,000
     56.4
     %Preferred Series
     Directors and Executive Officers as a Group"B" Stock($0.001par value)
     
     64,134
     10.8
     %Voting Common Stock
     Directors and Executive Officers as a Group($0.001 par value)
     
     13,839,225
     3.1
     %
  Change in Control There are no agreements, pledges or arrangements of any kind that could affect a change in control of Green Endeavors, Inc. Item 13. Certain Relationships and Related Transactions and Director Independence Related Transactions On April 30, 2008, Green entered into a stock transfer agreement with its parent company Nexia and Nexia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, $0.001 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. Based on the intrinsic value on the date of issuance, Green has a beneficial conversion feature, for which it has recorded a debt discount of $150,000 as of April 30, 2008. This discount is being amortized to the maturity date of the debenture, which is 10 years. On September 30, 2009, Landis issued 1,315,000 new shares of its Common stock to Green thereby increasing the amount of controlling interest in Landis to 99%. In addition to the issuance of Common stock, Green issued a note payable in the amount of $250,000 to Nexia. For consideration of the additional interest in Green, Nexia transferred $250,000 of restricted non-marketable securities in AmeriResource Technologies, Inc. to Landis. During the nine months ended September 30, 2009, Green recognized an other-than-temporary loss on its investment in AmeriResource Technologies, Inc. of $250,000 due to continued decline and duration in market value of the investment. On December 23, 2009, the board of directors approved a partial settlement of debt represented by the $3,000,000 Debenture. Green agreed to issue 250,000,000 shares of common stock to Nexia in exchange for a credit against the Debenture in the amount of $125,000. The shares were valued based on the average closing price of the stock prior to the date of issuance. Green also adjusted the debt discount to account for the change in the related beneficial conversion feature. On June 24, 2010, the Board of Directors approved the purchase of 650,000 shares of Greens Super voting Preferred stock from AmeriResource Technologies, Inc. in exchange for 52,000 shares of Greens Series B Preferred stock. The number of Series B Preferred shares issued in this transaction was determined based on one share of Greens Super voting Preferred stock being equivalent to 10 shares of Common stock and each Series B Preferred share is convertible into $5.00 of Common stock. The Series B Preferred shares were valued at $260,000. At the time of this filing, AmeriResource Technologies is no longer considered a related party.  19


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On July 7, 2010, the Board of Directors authorized the issuance of 25,000 shares of restricted Series B Preferred shares to Richard G. Clegg, an officer and director of Green, pursuant to the terms of his employment agreement with a related party, Diversified Holdings I, Inc. The shares were issued pursuant to The 2008 Benefit Plan of Green to a natural person, providing bona fide services and not in conjunction with a capital raising transaction, exempt from registration under Rule 701 of the Securities Act of 1933. On July 9, 2010, the Board of Directors approved the issuance of 50,000 shares of restricted Series B Preferred shares to Landis Salons II, Inc., a subsidiary of Green, to be used as collateral for a lease entered into by Landis Salons II, Inc. to serve as the location for a new Landis Lifestyle Salon. The shares are held by the landlord of the Marmalade facility to be converted and liquidated in the event of default on the part of Landis II. The shares will be returned to Landis II at the end of the lease term and are reflected as an other non-current asset on Greens Consolidated Balance Sheet. Green shares its corporate office space, certain personnel, and lines of credit with Nexia Holdings, Inc. or entities controlled by Nexia Holdings under the direction of Richard Surber. A Consulting Agreement is expected to be formalized in 2011 to memorialize costs related to shared office space, utilization of certain staff members and lines of credit that are guaranteed by Richard Surber. Director Independence Our Board of Directors does not have any independent members. All three are employed in some capacity by the Company or its affiliates. There are no committees made up of less than all three members of the board for audit, nominating, compensation or hiring purposes. Based upon the size of the Company and its limited resources there are currently not sufficient resources to expand the size of the board and operate committees for these purposes. Richard G. Clegg and Richard D. Surber have both the education and experience to be financial experts on the board. The Board of Directors has always operated as a whole and has not proceeded without all three members of the board consenting to any action. Item 14. Principal Accountant Fees and Services Madsen & Associates CPAs, Inc. served as our independent registered public accounting firm for the fiscal years ended December 31, 2010 and 2009. The following fees were paid to our independent registered public accounting firm for services rendered during our last two fiscal years: Audit Fees The aggregate fees billed for professional services rendered by our principal accountant for the audit of our annual financial statements, review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ended December 31, 2010 and 2009 were $31,685 and $30,420, respectively. Audit Related Fees There were no fees billed for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of the financial statements, other than those previously reported above, for the fiscal years ended December 31, 2010 and 2009. Tax Fees There were no fees billed for professional services rendered by our principal accountant for tax compliance, tax advice and tax planning in the fiscal years ended December 31, 2010 and 2009, respectively. All Other Fees There were no other fees billed for products or services provided by the principal accountant, other than those previously reported above, for the fiscal years ended December 31, 2010 and 2009.  20


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PART IV.Item 15. Exhibits and Financial Statement SchedulesPage(a) 1.Financial StatementsReport of Independent Registered Public Accounting Firm
     19Consolidated Balance Sheets as of December 31, 2010 and December 31, 2009
     20Consolidated Statements of Operations for the two years ended December 31, 2010
     21Consolidated Statements of Stockholders Deficit for the two years ended December 31, 2010
     22Consolidated Statements of Cash Flows for the two years ended December 31, 2010
     23Notes to Consolidated Financial Statements
     24
  (a)
     2.Financial Statement SchedulesAll other schedules are omitted because they are not required or the required information is shown in the Consolidated Financial Statements or Notes thereto. (a) 3.Exhibits31 The exhibits listed in the accompanying Exhibit Index (following the Signatures section of this Annual Report on Form 10-K) are filed or incorporated by reference as part of this Annual Report on Form 10-K. The exhibits filed or incorporated by reference as part of this Annual Report on Form 10-K contain agreements to which Green Endeavors, Inc. is a party. These agreements are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about Green Endeavors, Inc. or the other parties to the agreements. Certain of the agreements contain representations and warranties by each of the parties to the applicable agreement, and any such representations and warranties have been made solely for the benefit of the other parties to the applicable agreement as of specified dates, may apply materiality standards that are different than those applied by investors, and may be subject to important qualifications and limitations that are not necessarily reflected in the agreement. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time, and should not be relied upon as statements of factual information.  21


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors andStockholders of Green Endeavors, Inc. and Subsidiaries We have audited the accompanying consolidated balance sheets of Green Endeavors, Inc. and Subsidiaries (the Company) as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders deficit, and cash flows for each of the years in the two-year period ended December 31, 2010. The Companys management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Green Endeavors, Inc. and Subsidiaries as of December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in the notes to the consolidated financial statements, the Company will need additional working capital for its planned activity and to service its debt. This raises substantial doubt about the Companys ability to continue as a going concern. Management's plans regarding these matters are described in the notes to the consolidated financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Madsen & Associates CPAs, Inc.Madsen & Associates CPAs, Inc.Salt Lake City, UtahMarch 2, 2011  22


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Green Endeavors, Inc. and SubsidiariesConsolidated Balance SheetsDecember 31,
     
     
     
     December 31,2010
     
     
     
     2009AssetsCurrent Assets:Cash
     $
     
     67,593
     
     $
     
     33,656Accounts receivable
     
     
     941
     
     
     
     - - -Inventory
     
     
     107,365
     
     
     
     93,035Prepaid expenses
     
     
     3,317
     
     
     
     - - -Note receivable
     
     
     - - -
     
     
     
     19,000Total current assets
     
     
     179,216
     
     
     
     145,691Property, plant and equipment, net of accumulated depreciation of $248,939and $289,969 respectively
     
     
     493,205
     
     
     
     269,388Other assets
     
     
     408,614
     
     
     
     23,754Total Assets
     $
     
     1,081,035
     
     $
     
     438,833Liabilities and Stockholders DeficitCurrent Liabilities:Accounts payable and accrued expenses
     $
     
     200,327
     
     $
     
     452,719Deferred revenue
     
     
     48,525
     
     
     
     31,737Due to related parties
     
     
     893,405
     
     
     
     229,828Current portion of notes payable related party
     
     
     125,584
     
     
     
     11,250Current portion of notes payable
     
     
     198,248
     
     
     
     205,535Current portion of lease obligation
     
     
     - - -
     
     
     
     11,485Total current liabilities
     
     
     1,466,089
     
     
     
     942,554Long-Term Liabilities:Notes payable related party
     
     
     105,000
     
     
     
     238,750Notes payable
     
     
     102,056
     
     
     
     55,805Convertible debentures, net of debt discount of $110,193 and $125,000,respectively
     
     
     2,749,607
     
     
     
     2,750,000Total long-term liabilities
     
     
     2,956,663
     
     
     
     3,044,555Stockholders Deficit:Convertible super voting preferred stock, $0.001 par value, 10,000,000shares authorized; 5,850,000 and 6,500,000 shares issued andoutstanding at December 31, 2010 and 2009; respectively, noliquidation value
     
     
     5,850
     
     
     
     6,500Convertible preferred series B stock - $0.001 par value 2,000,000 sharesauthorized, 604,332 and 183,800 shares issued and outstanding atDecember 31, 2010 and 2009, respectively
     
     
     605
     
     
     
     184Preferred stock - $0.001 par value 3,000,000 shares authorized, no sharesissued and outstanding
     
     
     - - -
     
     
     
     - - -Common stock, $0.001 par value, 2,500,000,000 shares authorized;430,149,464 and 321,395,650 shares issued and outstanding atDecember 31, 2010 and 2009, respectively
     
     
     430,150
     
     
     
     321,395Additional paid in capital
     
     
     (1,724,501
     )
     
     
     (1,778,595
     )Accumulated deficit
     
     
     (2,053,821
     )
     
     
     (2,100,450
     )Total Green Endeavors, Inc. and Subsidiaries Stockholders Deficit
     
     
     (3,341,717
     )
     
     
     (3,550,966
     )Noncontrolling interest in subsidiary
     
     
     - - -
     
     
     
     2,690Total stockholders deficit
     
     
     (3,341,717
     )
     
     
     (3,548,276
     )Total Liabilities and Stockholders Deficit
     $
     
     1,081,035
     
     $
     
     438,833
  The accompanying notes are an integral part of these Consolidated Financial Statements.  23


---



Green Endeavors, Inc. and SubsidiariesConsolidated Statements of OperationsYears EndedDecember 31,
     
     December 31,2010
     
     
     
     2009Revenue:Services, net of discounts
     $
     
     1,668,424
     
     $
     
     1,469,674Product, net of discounts
     
     
     582,574
     
     
     
     574,677Total revenue
     
     
     2,250,998
     
     
     
     2,044,351Costs and Expenses:Cost of services
     
     
     994,765
     
     
     
     860,827Cost of product
     
     
     310,640
     
     
     
     296,271Depreciation
     
     
     77,042
     
     
     
     114,053General and administrative
     
     
     929,951
     
     
     
     656,332Total costs and expenses
     
     
     2,312,398
     
     
     
     1,927,483Income (loss) from operations
     
     
     (61,400
     )
     
     
     116,868Other income (expenses), net:Interest expense
     
     
     (253,514
     )
     
     
     (262,433
     )Gain on sale of subsidiary
     
     
     320,770
     
     
     
     - - -Other-than-temporary impairment on marketable securities
     
     
     - - -
     
     
     
     (250,000
     )Gain on sale of securities
     
     
     - - -
     
     
     
     1,584Other income
     
     
     38,083
     
     
     
     8,821Total other income (expenses), net
     
     
     105,339
     
     
     
     (502,028
     )Net income (loss)
     
     
     43,939
     
     
     
     (385,160
     )Less: net income attributable to the noncontrolling interest
     
     
     - - -
     
     
     
     (226
     )Net income (loss) attributable to the controlling interest
     $
     
     43,939
     
     $
     
     (385,386
     )Basic and diluted net income (loss) per share
     $
     
     0.00
     
     $
     
     (0.01
     )Weighted average common shares outstanding  basic and diluted
     
     
     381,748,573
     
     
     
     74,097,020
  The accompanying notes are an integral part of these Consolidated Financial Statements.  24


---



Green Endeavors, Inc. and SubsidiariesConsolidated Statements of Stockholders' DeficitDecember 31, 2008 through December 31, 2010Additional
     
     
     Retained
     
     Non
     -
     
     
     TotalSuper Voting Preferred Stock
     
     
     Series B Preferred Stock
     
     
     Common Stock
     
     Paid
     -
     
     
     Earnings
     
     
     controlling
     
     
     StockholdersShares
     
     
     
     Amount
     
     
     Shares
     
     
     
     Amount
     
     
     Shares
     
     Amount
     
     
     in Capital
     
     
     Deficit
     
     
     Interest
     
     
     DeficitBalance, December 31, 2008
     
     6,500,000
     
     $
     
     6,500
     
     
     185,000
     
     $
     
     185
     
     
     68,395,650
     $
     68,396
     $
     
     (1,311,864
     )
     $
     (1,715,064
     )
     $
     17,427
     
     $
     (2,934,420
     )Write-off of related partyreceivables
     
     - - -
     
     
     
     - - -
     
     
     - - -
     
     
     
     - - -
     
     
     - - -
     
     - - -
     
     
     (332,900
     )
     
     - - -
     
     
     (14,963
     )
     
     (347,863
     )Conversion of series B preferredshares
     
     - - -
     
     
     
     - - -
     
     
     (1,200
     )
     
     
     (1
     )
     
     3,000,000
     
     3,000
     
     
     (2,999
     )
     
     - - -
     
     
     - - -
     
     
     - - -Shares issued in conversion ofdebenture
     
     - - -
     
     
     
     - - -
     
     
     - - -
     
     
     
     - - -
     
     
     250,000,000
     
     250,000
     
     
     (125,000
     )
     
     - - -
     
     
     - - -
     
     
     125,000APIC adjustment for partialsettlement of convertibledebenture
     
     - - -
     
     
     
     - - -
     
     
     - - -
     
     
     
     - - -
     
     
     - - -
     
     - - -
     
     
     (5,833
     )
     
     - - -
     
     
     - - -
     
     
     (5,833
     )Net loss for year ended December31, 2009
     
     - - -
     
     
     
     - - -
     
     
     - - -
     
     
     
     - - -
     
     
     - - -
     
     - - -
     
     
     - - -
     
     
     (385,386
     )
     
     226
     
     
     (385,160
     )Balance, December 31, 2009
     
     6,500,000
     
     
     
     6,500
     
     
     183,800
     
     
     
     184
     
     
     321,395,650
     
     321,396
     
     
     (1,778,596
     )
     
     (2,100,450
     )
     
     2,690
     
     
     (3,548,276
     )Series B preferred shares issued insettlement agreement
     
     - - -
     
     
     
     - - -
     
     
     10,000
     
     
     
     10
     
     
     - - -
     
     - - -
     
     
     (6,010
     )
     
     - - -
     
     
     - - -
     
     
     (6,000
     )Series B preferred shares issued torepurchase Super votingpreferred stock
     
     (650,000
     )
     
     
     (650
     )
     
     52,000
     
     
     
     52
     
     
     - - -
     
     - - -
     
     
     598
     
     
     - - -
     
     
     - - -
     
     
     - - -Write-off of related partyreceivables
     
     - - -
     
     
     
     - - -
     
     
     - - -
     
     
     
     - - -
     
     
     - - -
     
     - - -
     
     
     (702,572
     )
     
     - - -
     
     
     - - -
     
     
     (702,572
     )Acquisition of remaining 1%ownership of Landis Salons, Inc.
     
     - - -
     
     
     
     - - -
     
     
     - - -
     
     
     
     - - -
     
     
     - - -
     
     - - -
     
     
     - - -
     
     
     2,690
     
     
     (2,690
     )
     
     - - -Conversion of series B preferredshares
     
     - - -
     
     
     
     - - -
     
     
     (54,200
     )
     
     
     (54
     )
     
     108,753,814
     
     108,754
     
     
     (108,700
     )
     
     - - -
     
     
     - - -
     
     
     - - -Series B preferred shares sold forcash between $1.50 and $2.50per share
     
     - - -
     
     
     
     - - -
     
     
     337,732
     
     
     
     338
     
     
     - - -
     
     - - -
     
     
     510,662
     
     
     - - -
     
     
     - - -
     
     
     511,000Series B preferred shares issuedpursuant to employmentagreement with related party
     
     - - -
     
     
     
     - - -
     
     
     25,000
     
     
     
     25
     
     
     - - -
     
     - - -
     
     
     124,975
     
     
     - - -
     
     
     - - -
     
     
     125,000Series B preferred shares issued ascollateral pursuant to the facilitylease agreement for Landis II
     
     - - -
     
     
     
     - - -
     
     
     50,000
     
     
     
     50
     
     
     - - -
     
     - - -
     
     
     249,950
     
     
     - - -
     
     
     - - -
     
     
     250,000Amortization of debt discount onconvertible debenture
     
     - - -
     
     
     
     - - -
     
     
     - - -
     
     
     
     - - -
     
     
     - - -
     
     - - -
     
     
     (14,808
     )
     
     - - -
     
     
     - - -
     
     
     (14,808
     )Net income for year endedDecember 31, 2010
     
     - - -
     
     
     
     - - -
     
     
     - - -
     
     
     
     - - -
     
     
     - - -
     
     - - -
     
     
     - - -
     
     
     43,939
     
     
     - - -
     
     
     43,939Balance, December 31, 2010
     
     5,850,000
     
     $
     
     5,850
     
     
     604,332
     
     $
     
     605
     
     
     430,149,464
     $
     430,150
     $
     
     (1,724,501
     )
     $
     (2,053,821
     )
     $
     - - - -
     
     $
     (3,341,717
     )The accompanying notes are an integral part of these Consolidated Financial Statements.
   25


---



Green Endeavors, Inc. and SubsidiariesConsolidated Statements of Cash FlowsYears EndedDecember 31,
     
     
     
     December 31,2010
     
     
     
     2009Cash Flows from Operating Activities:Net income (loss)
     $
     
     43,939
     
     $
     
     (385,160
     )Adjustments to reconcile net loss attributable to controlling interest tonet cash used for operating activities:Depreciation
     
     
     77,042
     
     
     
     128,220Gain on sale of subsidiary
     
     
     (320,770
     )
     
     
     - - -Gain on sale of investments
     
     
     - - -
     
     
     
     (43,757
     )Write-down of related party receivables
     
     
     (40,349
     )
     
     
     - - -Write-down of investment securities
     
     
     - - -
     
     
     
     250,000Changes in operating assets and liabilities:Due from related parties
     
     
     (643,962
     )
     
     
     (247,302
     )Inventories
     
     
     (14,331
     )
     
     
     (17,404
     )Prepaid expenses
     
     
     (3,317
     )
     
     
     813Other assets
     
     
     (190,175
     )
     
     
     37,325Accounts payable and accrued expenses
     
     
     661,431
     
     
     
     401,430Deferred revenue
     
     
     19,030
     
     
     
     2,108Other long-term liabilities
     
     
     90,936
     
     
     
     22,541Net cash (used in) provided by operating activities
     
     
     (320,526
     )
     
     
     148,814Cash Flows from Investing Activities:Proceeds from the sale of marketable securities
     
     
     - - -
     
     
     
     9,279Purchases of long-term investment
     
     
     (25,085
     )
     
     
     - - -Purchases of property, plant & equipment
     
     
     (280,085
     )
     
     
     (62,000
     )Net cash (used in) investing activities
     
     
     (305,170
     )
     
     
     (52,721
     )Cash Flows from Financing Activities:Proceeds from bank loan
     
     
     100,000
     
     
     
     - - -Payments made on bank loan
     
     
     (51,367
     )
     
     
     (92,227
     )Proceeds from issuance of preferred stock
     
     
     611,000
     
     
     
     - - -Net cash provided by (used in) financing activities
     
     
     659,633
     
     
     
     (92,227
     )Increase in cash
     
     
     33,937
     
     
     
     3,866Cash at Beginning of Year
     
     
     33,656
     
     
     
     29,790Cash at end of year
     $
     
     67,593
     
     $
     
     33,656Supplemental cash flow information:Cash paid during the year for:Interest
     $
     
     7,317
     
     $
     
     13,349Non-cash investing and financing activities:Issuance of series B preferred shares
     $
     
     369,000
     
     $
     
     - - -Issuance of common shares for partial settlement of debenture
     $
     
     - - -
     
     $
     
     125,000
  The accompanying notes are an integral part of these Consolidated Financial Statements.  26


---



Green Endeavors, Inc. and SubsidiariesNotes to Consolidated Financial Statements Note 1  Organization and Basis of Financial Statement 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. 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. On August 26, 2010 Green effected a forward split of the issued and outstanding shares of its common stock on a 1 for five basis and by the same proportion the number of authorized shares were increased to 2.5 billion to maintain the same ratios of authorized shares to issued shares and amended the designations of its Preferred Stock. All share and per share information included in these financial statements has been adjusted to reflect this forward stock split. The change in the designation of the Supervoting Preferred Stock will increase its voting rights from 10 votes per share to 100 votes per share, and the amendment to the designation of the Series B Preferred Shares will modify the language in the designation regarding changes in the Common stock and the time period allowed to the corporation to respond to request for conversion up to 90 days. All share and per share information included in these financial statements has been adjusted to reflect this forward stock split. Green is quoted on the Pinksheets as an OTCQB issuer under the symbol GRNE. Green is a 90% controlled subsidiary of Nexia Holdings, Inc (Nexia). Green was acquired by Nexia in October 2007 in exchange for 150,000 shares of Nexia Series C Preferred Stock valued at $750,000. Nexia is not currently a reporting company and is quoted on the Pinksheets under the symbol NXHD. Landis Salons, Inc., a Utah corporation, was organized on May 4, 2005 for the purpose of operating an Aveda Lifestyle Salon. DHI, an affiliate of Green, acquired a 20% interest in exchange for a $100,000 cash investment. An additional 65% interest was acquired by DHI on July 13, 2006, with 60% from Richard Surber, a related party, and 5% from Seth Bullough, by issuing a $250,000 note payable, 80,000 Series A Preferred shares of Nexia stock and 2,000,000 Series B Preferred shares of Nexia stock. On September 30, 2009, Landis issued 1,315,000 new shares of its Common stock to Green thereby increasing the amount of Greens controlling interest in Landis to 99%. In addition to the issuance of Common stock, Green issued a note payable in the amount of $250,000 to Nexia. For consideration of the additional interest in Green, Nexia transferred $250,000 of restricted non-marketable securities in AmeriResource Technologies, Inc. to Landis. During the year ended December 31, 2009, Green recognized an other-than-temporary loss on its investment in AmeriResource Technologies, Inc. of $250,000 due to continued decline and duration in market value of the investment. As of December 31, 2009, Landis was 99% owned by Green and a noncontrolling interest of 1% was held by a former employee. During the three months ended March 31, 2010, Green issued 10,000 Series B Preferred shares for the remaining 1% noncontrolling interest in Landis. Newby Salon, L.L.C. (Newby), a Utah limited liability company, organized on July 8, 2005 in the state of Utah, formerly owned and operated a Landis Aveda Concept Salon in Bountiful, Utah. On December 1, 2010, Green sold its ownership interest in Newby to Diversified Holdings X, Inc. whose president is also the president of Green Endeavors, Inc. Up until the time of sale, Newby was wholly-owned by Green. Newby was closed on August 15, 2010 because it did not meet our operational performance measurements or real estate requirements. 27


---



Landis Salons II, Inc. was organized on March 17, 2010 as a wholly owned subsidiary for the purpose of opening a second Aveda Lifestyle Salon. On September 20, 2010, Landis II opened its doors for operations. Basis of Financial Statement Presentation The consolidated financial statements include the accounts of Green and its subsidiaries after elimination of intercompany accounts and transactions. All consolidated subsidiaries are either wholly-owned or majority-owned by Green. Green consolidates entities under control and records a noncontrolling interest for the portions not owned by Green. Control is determined, where applicable, by the sufficiency of equity invested and the rights of the equity holders, and by the ownership of a majority of the voting interests, with consideration given to the existence of approval or veto rights granted to the minority shareholder. If the minority shareholder holds substantive participating rights, it overcomes the presumption of control by the majority voting interest holder. In contrast, if the minority shareholder simply holds protective rights (such as consent rights over certain actions), it does not overcome the presumption of control by the majority voting interest holder. Note 2  Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments The carrying values of all financial instruments are deemed to approximate fair value due to the short maturity of these instruments and interest rates that approximate current market rates. Cash and Cash Equivalents Investments with original maturities of three months or less at the time of purchase are considered cash equivalents. As of December 31, 2010, 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 is stated at historical cost. Depreciation is generally provided over the estimated useful lives, using the straight-line method, as follows: Computer equipment and related software
     3 years Shorter of the lease termor the estimated useful lifeLeasehold improvementsFurniture and fixtures
     3-10 yearsEquipment
     3-10 yearsVehicle
     7 yearsSignage
     10 years
  Green recorded depreciation expense in the amount of $77,042 for fiscal 2010 and $114,053 for fiscal 2009. 28


---



The following is a summary of Greens Property, plant and equipment by major category as of December 31, 2010: AccumulatedCost
     
     Depreciation
     
     NetComputer equipment and related software
     $
     15,859
     $
     4,249
     $
     11,610Leasehold improvements
     
     438,678
     
     155,993
     
     282,685Furniture and fixtures
     
     20,473
     
     9,239
     
     11,234Equipment
     
     194,838
     
     76,463
     
     118,375Vehicle
     
     48,193
     
     2,295
     
     45,898Signage
     
     24,103
     
     700
     
     23,403Total
     $
     742,144
     $
     248,939
     $
     493,205
  The following is a summary of Greens Property, plant and equipment by major category as of December 31, 2009: AccumulatedCost
     
     
     Depreciation
     
     
     NetComputer equipment and related software
     $
     5,374
     $
     
     3,120
     $
     
     2,254Leasehold improvements
     
     367,272
     
     
     186,252
     
     
     181,020Furniture and fixtures
     
     20,492
     
     
     20,492
     
     
     - - -Equipment
     
     118,026
     
     
     80,105
     
     
     37,921Vehicle
     
     48,193
     
     
     - - -
     
     
     48,193Total investments
     $
     559,357
     $
     
     289,969
     $
     
     269,388
  Investments in Equity Securities Marketable Securities Green considers all of its investments in marketable securities as available-for-sale. Available-for-sale securities are stated at fair value, with the unrealized gains and losses presented net of tax and reported as a separate component of Stockholders' deficit. Realized gains and losses are determined using the specific identification method. Gains are recognized when realized and are recorded in the Consolidated Statements of Operations as Other income. Losses are recognized as realized or when Green has determined that an other-than-temporary decline in fair value has occurred. Non-Marketable Securities Green uses either the cost or equity method of accounting to account for its long-term, non-marketable investment securities. If Green determines that an other-than-temporary decline exists in a non-marketable equity security, Green writes down the investment to its fair value and records the related write-down as an impairment loss in the Consolidated Statements of Operations. Series B Preferred Stock The Series B preferred stock is non-voting, convertible preferred. Each share of Greens Series B Preferred Stock is convertible into $5.00 worth of common stock. The number of common shares received is based on the market value of the common stock on the date of conversion. Series B Preferred Stock shareholders, at the option of Green, can receive cash or common stock upon conversion. 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. 29


---



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. Revenue Recognition Revenue is recognized at the time the service is performed or the product is delivered. 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 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. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The fair value of each restricted stock issuance is determined using the fair value of Greens common stock on the grant date. Determining the fair value of stock-based awards at the grant date requires judgment, including estimating the following: Expected volatility of our stock;Expected term of stock options;Risk-free interest rate for the period;Expected dividends, if any; andExpected forfeitures. The computation of the expected volatility assumption used in the Black-Scholes option pricing model for new grants is based on implied volatility when the remaining maturities of the underlying traded options are at least one year and, when the remaining maturities of the underlying traded options are less than one year, it is based on an equal weighting of historical and implied volatilities. When establishing the expected life assumption, Green reviews annual historical employee exercise behavior with respect to option grants having similar vesting periods. The risk-free interest rate for the period within the expected term of the option is based on the yield of United States Treasury notes in effect at the time of grant. Green has not historically paid dividends, thus the expected dividends used in any calculations are zero. Judgment is required in estimating the amount of stock-based awards that Green expects to be forfeited. Green calculates an expected forfeiture rate for stock options issuances based on historical trends. The valuation of all options, including the expected life and forfeiture rates of stock options, are calculated based on one employee pool because there is no significant difference in exercise behavior between classes of employees. As of December 31, 2010, the Green had no outstanding options or warrants to purchase shares of our common stock. 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 30


---



enactment date. Also, Green's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The following is a table of Greens net operating losses (NOL), related estimated deferred tax assets, and expiration dates of the NOLs: Net Operating
     
     
     Deferred
     
     ExpirationIncome (Loss)
     
     
     Tax Asset (Liability)
     
     Year of NOL2008
     $
     (1,697,742
     )
     $
     577,000
     
     20282009
     
     (385,160
     )
     
     131,000
     
     20292010
     
     43,939
     
     
     (15,000
     )
     2030Total
     $
     (2,038,963
     )
     $
     693,000
  The related deferred tax assets above have been fully offset by a valuation allowance. 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 fiscal 2009 potential common shares are not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Noncontrolling Interest in Subsidiary On January 1, 2009, Green adopted new accounting guidance which clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The new guidance also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. In addition, it establishes a single method of accounting for changes in a parents ownership interest in a subsidiary that does not result in deconsolidation and requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated unless the deconsolidation is an in-substance sale of real estate. The new guidance on noncontrolling interests was required to be applied prospectively after adoption, with the exception of the presentation and disclosure requirements, which were applied retrospectively for all periods presented. As a result, Green reclassified noncontrolling interests to permanent equity in the accompanying consolidated balance sheets. Recent Accounting Pronouncements In April 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-13, Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades (ASU 2010-13). ASU 2010-13 addresses the classification of a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. FASB Accounting Standards Codification (ASC) Topic 718 was amended to clarify that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entitys equity securities trade shall not be considered to contain a market, performance or service condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies for equity classification. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. We do not anticipate that the adoption of this guidance will have a material impact on our financial position and results of operations. In February 2010, the FASB issued ASU No. 2010-09, Amendments to Certain Recognition and Disclosure Requirements (ASU 2010-09), which amends ASC Topic 855, Subsequent Events. The amendments to ASC Topic 855 do not change existing requirements to evaluate subsequent events, but: (i) defines a SEC Filer, which 31


---



we are; (ii) removes the definition of a Public Entity; and (iii) for SEC Filers, reverses the requirement to disclose the date through which subsequent events have been evaluated. ASU 2010-09 was effective for us upon issuance. This guidance did not have a material impact on our financial position and results of operations. In January 2010, the FASB issued ASU No. 2010-06, Improving Disclosures about Fair Value Measurements (ASU 2010-06). ASU 2010-06 requires new disclosures for (i) transfers of assets and liabilities in and out of levels one and two fair value measurements, including a description of the reasons for such transfers and (ii) additional information in the reconciliation for fair value measurements using significant unobservable inputs (level three). This guidance also clarifies existing disclosure requirements including (i) the level of disaggregation used when providing fair value measurement disclosures for each class of assets and liabilities and (ii) the requirement to provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for level two and three assets and liabilities. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about activity in the roll forward for level three fair value measurements, which is effective for fiscal years beginning after December 15, 2010. The adoption of this guidance has not had a material impact on our financial position and results of operations. Management believes the impact of other 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 Greens inventory consists of items held for resale and product that is used in services by the Landis and Landis II Salons. Inventory is carried at the lower of cost or market. As of December 31, 2010, inventory amounted to $107,365 and $93,035 for the year ended December 31, 2009. Note 4  Other AssetsThe following table shows other assets as of December 31, 2010 and December 31, 2009:December 31,
     
     
     December 31,2010
     
     
     2009Green Series B Preferred shares pledged as collateral for the Landis II facilitylease (1)
     $
     250,000
     $
     
     - - -Note receivable pledged as collateral for the Landis II facility lease (2)
     
     105,000
     
     
     - - -Lease and utility deposits
     
     23,684
     
     
     23,754Certificate of deposit
     
     25,462
     
     
     - - -Other
     
     4,468
     
     
     - - -Total other assets
     $
     408,614
     $
     
     23,754
  (1) On July 9, 2010, the Board of Directors approved the issuance of 50,000 shares of restricted Series B Preferred shares to Landis Salons II, Inc., a subsidiary of Green, to be used as collateral for a lease entered into by Landis Salons II to serve as the location for a new Landis Lifestyle Salon. These shares were then assigned to the landlord of Landis II as a security deposit with a related value of $250,000. (2)On July 12, 2010, Landis Salons II, Inc. issued a promissory note in the principal amount of $105,000 payable to Wasatch Capital Corporation, which is a subsidiary of Nexia Holdings, Inc. Principal and interest, accruing at the rate of 5% per year, will be due on or before November 10, 2018. This promissory note was issued in exchange for a note receivable assigned to Landis Salons II, for $105,000 with the same terms. As of December 31, 2010, there was $2,474 of accrued interest on the note. Note 5  Lease Commitments Operating Leases 32


---



Facilities are leased under operating leases expiring at various dates through 2020. Certain of these leases contain renewal options. Rental expense was $115,214 for fiscal 2010 as compared to $133,976 for fiscal 2009. As of December 31, 2010, future minimum lease payments under non-cancelable operating leases were as follows: OperatingFor the fiscal years:
     
     Leases2011
     
     138,0762012
     
     141,5282013
     
     145,0662014
     
     148,6932015
     
     132,415Thereafter
     
     376,828Total lease payments
     $
     1,082,606
  Capital Leases The following is a summary of the gross amount of assets by class recorded under capital leases as of December 31, 2010 and December 31, 2009: December 31,
     
     December 31,Classes of Property
     
     2010
     
     2009Salon equipment
     $
     50,603
     $
     50,603
  Note 6  Related Party Transactions On April 30, 2008, Green entered into a stock transfer agreement with its parent company Nexia and Nexia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, $0.001 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. Based on the intrinsic value on the date of issuance, Green has a beneficial conversion feature, for which it has recorded a debt discount of $150,000 as of April 30, 2008. This discount is being amortized to the maturity date of the debenture, which is 10 years. On September 30, 2009, Landis issued 1,315,000 new shares of its Common stock to Green thereby increasing the amount of controlling interest in Landis to 99%. In addition to the issuance of Common stock, Green issued a note payable in the amount of $250,000 to Nexia. For consideration of the additional interest in Green, Nexia transferred $250,000 of restricted non-marketable securities in AmeriResource Technologies, Inc. to Landis. During the nine months ended September 30, 2009, Green recognized an other-than-temporary loss on its investment in AmeriResource Technologies, Inc. of $250,000 due to continued decline and duration in market value of the investment. The following table summarizes the principal and accrued interest balance of the Convertible Debentures as of December 31, 2010 and December 31, 2009. December 31,
     
     December 31,2010
     
     2009Principal balance
     $
     2,859,800
     $
     2,875,000Accrued interest
     
     470,278
     
     241,315Total
     $
     3,330,078
     $
     3,116,315
  On December 23, 2009, the board of directors approved a partial settlement of debt represented by the $3,000,000 Debenture. Green agreed to issue 250,000,000 shares of common stock to Nexia in exchange for a credit against the Debenture in the amount of $125,000. The shares were valued based on the average closing price of the 33


---



stock prior to the date of issuance. Green also adjusted the debt discount to account for the change in the related beneficial conversion feature. On June 24, 2010, the Board of Directors approved the purchase of 650,000 shares of Greens Super voting Preferred stock from AmeriResource Technologies, Inc. in exchange for 52,000 shares of Greens Series B Preferred stock. The number of Series B Preferred shares issued in this transaction was determined based on one share of Greens Super voting Preferred stock being equivalent to 10 shares of Common stock and each Series B Preferred share is convertible into $5.00 of Common stock. The Series B Preferred shares were valued at $260,000. On July 7, 2010, the Board of Directors authorized the issuance of 25,000 shares of restricted Series B Preferred shares to Richard G. Clegg, an officer and director of Green, pursuant to the terms of his employment agreement with a related party, Diversified Holdings I, Inc. The shares were issued pursuant to The 2008 Benefit Plan of Green to a natural person, providing bona fide services and not in conjunction with a capital raising transaction, exempt from registration under Rule 701 of the Securities Act of 1933. On July 9, 2010, the Board of Directors approved the issuance of 50,000 shares of restricted Series B Preferred shares to Landis Salons II, Inc., a subsidiary of Green, to be used as collateral for a lease entered into by Landis Salons II, Inc. to serve as the location for a new Landis Lifestyle Salon. The shares are held by the landlord of the Marmalade facility to be converted and liquidated in the event of default on the part of Landis II. The shares will be returned to Landis II at the end of the lease term and are reflected as an other non-current asset on Greens Consolidated Balance Sheet. On July 12, 2010, Landis Salons II, Inc. issued a promissory note in the principal amount of $105,000 payable to Wasatch Capital Corporation, which is a subsidiary of Nexia Holdings, Inc. Principal and interest, accruing at the rate of 5% per year, will be due on or before November 10, 2018. This promissory note was issued in exchange for a note receivable assigned to Landis Salons II, for $105,000 with the same terms. On December 1, 2010, Green sold its ownership interest in Newby to Diversified Holdings X, Inc. whose president is also the president of Green Endeavors, Inc. See Note 9 for additional information on the sale of Newby. Note 7  Notes Payable A summary of notes payable as of December 31, 2010 is as follows: Interest
     
     Due
     
     
     December 31,
     
     
     December 31,Creditor
     
     Rate
     
     Date
     
     
     2010
     
     
     2009American First Federal Credit Union (1)
     
     10.50
     %
     12-01-2012
     $
     
     - - -
     $
     
     30,010American First Federal Credit Union (1)
     
     10.75
     %
     07-18-2012
     
     
     - - -
     
     
     15,315Xing Investment Corp (2)
     
     10.00
     %
     05-12-2008
     
     
     171,000
     
     
     171,000Chase Bank
     
     7.24
     %
     02-13-2015
     
     
     37,032
     
     
     45,015Nexia Holdings, Inc (related party)
     
     - - -
     
     09-11-2011
     
     
     125,584
     
     
     250,000Salt Lake City Corporation (3)
     
     3.25
     %
     06-18-2015
     
     
     92,272
     
     
     - - -Wasatch Capital Corp. (related party)
     
     5.00
     %
     11-10-2018
     
     
     105,000
     
     
     - - -Total
     
     
     
     
     
     
     530,888
     
     
     511,340Less: Current portion of notes payable
     
     
     
     
     
     
     323,832
     
     
     216,785Notes payable
     
     
     
     
     $
     
     207,056
     $
     
     294,555
  (1) The loans with American First Federal Credit Union are held by Newby Salons, LLC. On December 1, 2010, Green sold its ownership interest in Newby to Diversified Holdings X, Inc. and no longer consolidates Newby in its financial statements. (2) On May 12, 2006, Green borrowed $171,000 from Xing Investment Corp with a convertible promissory note. The note is interest bearing at 10% per annum with no interest due until the note maturity date of May 12, 2008. Both principal and accrued interest, at the option of the note holder, may be converted into Common stock of Green at $0.01 per share. The note was not liquidated at the maturity date and is currently in default. No payments have been made on the obligation because Green is unable to locate Xing Investment Corp. or its representatives. As of 34


---



December 31, 2010 and December 31, 2009, accrued interest reported in accounts payable and accrued expenses was $34,200. (3) On June 18, 2010, Landis Salons, Inc. received a loan in the amount of $100,000 from the Division of Economic Development of Salt Lake City Corporation. The loan includes a 1% origination fee and bears interest at the rate of 3.25% per annum. Principal and interest payments are made monthly over a five year term commencing June 2010. The loan is secured by a $25,000 certificate deposit held in the name of Landis Salons, Inc. and personally guaranteed by Richard Surber, CEO of Green and Landis Salons, Inc. Note 8  Stockholders Deficit Preferred Stock On August 4, 2010 by Written Consent of the majority of the voting rights of the shareholders of Green, consent was given to authorize the board of directors to amend the designations of the Preferred Stock. The change in the designation of the Supervoting Preferred Stock increased its voting rights from 10 votes per share to 100 votes per share. Green is authorized to issue 15,000,000 shares of preferred stock. Greens preferred stock may be divided into such series as may be established by the Board of directors. Each share of the 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. The Series B preferred stock is non-voting, convertible preferred. Each share of Greens Series B Preferred Stock is convertible into $5.00 worth of Common stock. The number of common shares received is based on the market value of the Common stock on the date of conversion. Series B Preferred Stock shareholders, at the option of Green, can receive cash. As of December 31, 2010 and December 31, 2009, there were sufficient common shares to be issued if the preferred shares were converted due to an increased share price at the end of the year. Based on the availability of common shares upon conversion, it is assumed that Green would settle the contract in shares and classify the preferred shares as equity. On December 4, 2009, several Series B Preferred shareholders elected to convert 1,200 shares of Series B preferred stock into 3,000,000 shares of common stock. As of December 31, 2009, Green had 6,500,000 shares of Super voting preferred stock outstanding and 183,800 shares of convertible Series B Preferred stock outstanding. On January 21, 2010, the Board of Directors approved the conversion of 6,400 shares of Series B Preferred shares into 32,000,000 shares of Common stock. The shares were converted at $0.001 per share based on the closing price of the stock prior to the date of conversion. On February 17, 2010, Green issued 10,000 Series B Preferred shares to a former employee for the remaining 1% noncontrolling interest in Landis. On February 26, 2010, Green issued 4,400 Series B Preferred shares to an investor for $11,000. The shares were valued at $2.50 per share which was mutually agreed upon by the Board of Directors and the individual investor. On March 12, 2010, the Board of Directors approved the conversion of 400 Series B Preferred shares into 1,000,000 shares of Common stock for an employee. The shares were converted at $0.002 per share based on the closing price of the stock prior to the date of issuance. On April 13, 2010, the Board of Directors approved the conversion of 2,000 Series B Preferred shares into 10,000,000 shares of Common stock for an investor. The shares were converted at $0.001 per share which was mutually agreed upon by the Board of Directors and the individual investor. 35


---



On April 16, 2010, Green issued 33,334 Series B Preferred shares to an investor for $50,000. The shares were valued at $1.50 per share which was mutually agreed upon by the Board of Directors and the individual investor. On June 24, 2010, the Board of Directors approved the exchange of 650,000 shares of Greens Super voting Preferred stock from AmeriResource Technologies, Inc. for 52,000 shares of Greens Series B Preferred stock. The number of Series B Preferred shares issued in this transaction were determined based on one share of Greens Super voting Preferred stock being equivalent to 10 shares of Common stock and each Series B Preferred shared is convertible into $5.00 of Common stock. The Series B Preferred shares were valued at $260,000. On June 28, 2010, Green issued 33,334 Series B Preferred shares to two separate investors for $50,000 each. The shares were valued at $1.50 per share which was mutually agreed upon by the Board of Directors and the individual investor. On July 7, 2010, the Board of Directors authorized the issuance of 25,000 shares of restricted Series B Preferred shares to Richard G. Clegg, an officer and director of Green, pursuant to the terms of his employment agreement with a related party, Diversified Holdings I, Inc. On July 9, 2010, the Board of Directors approved the issuance of 50,000 shares of restricted Series B Preferred shares to Landis Salons II, Inc., a subsidiary of Green, to be used as collateral for a lease entered into by Landis Salons II to serve as the location for a new Landis Lifestyle Salon. These shares were then assigned to the landlord of Landis II as a security deposit with a related value of $250,000. This amount is recorded as an other asset on the Balance Sheet. On August 4, 2010, the Board of Directors approved for two different investors the conversions of 3,000 Series B Preferred shares into 15,000,000 shares of common stock for each of the investors. The shares were converted at $0.001 per share which was mutually agreed upon by the Board of Directors and each of the investors. On August 5, 2010, the Board of Directors approved the conversion of 3,000 Series B Preferred shares into 15,000,000 shares of common stock. The shares were converted at $0.001 per share which was mutually agreed upon by the Board of Directors and each of the investors. On August 19, 2010, Green issued 33,334 Series B Preferred shares to an investor for $50,000. The shares were valued at $1.50 per share which was mutually agreed upon by the Board of Directors and the individual investor. On August 26, 2010, Green issued 33,334 Series B Preferred shares to an investor for $50,000. The shares were valued at $1.50 per share which was mutually agreed upon by the Board of Directors and the individual investor. On September 21, 2010, the Board of Directors approved the conversion of 2,200 Series B Preferred shares into 2,000,000 shares of Common stock. The shares were converted at $0.0055 per share, which was mutually agreed upon by the Board of Directors and the investor. On September 21, 2010, Green issued 16,666 Series B Preferred shares to an investor for $25,000. The shares were valued at $1.50 per share which was mutually agreed upon by the Board of Directors and the individual investor. On September 27, 2010, the Board of Directors approved the conversion of 5,000 Series B Preferred shares into 4,901,960 shares of Common stock. The shares were converted at $0.0051 per share, which was the closing price on the last trading day prior to the conversion. On September 28, 2010, Green issued 16,666 Series B Preferred shares to an investor for $25,000. The shares were valued at $1.50 per share which was mutually agreed upon by the Board of Directors and the individual investor. On October 12, 2010, Green issued 16,666 Series B Preferred shares to an investor for $25,000. The shares were valued at $1.50 per share which was mutually agreed upon by the Board of Directors and the individual investor. On October 26, 2010, Green issued 16,666 Series B Preferred shares to an investor for $25,000. The shares were valued at $1.50 per share which was mutually agreed upon by the Board of Directors and the individual investor. 36


---



On October 28, 2010, the Board of Directors approved the conversion of 5,800 Series B Preferred shares into 3,411,765 shares of Common stock for an investor. The shares were converted at $0.0085 per share which was the quoted closing price on the date the conversion letter was received from the shareholder. In November and December of 2010, Green issued 99,998 Series B Preferred shares to various investors for $150,000. The shares were valued at $1.50 per share which was mutually agreed upon by the Board of Directors and the individual investors. On November 12, 2010, the Board of Directors approved the conversion of 16,600 Series B Preferred shares into 7,155,172 shares of Common stock for an investor. The shares were converted at $0.0116 per share which was the quoted closing price on the date the conversion letter was received from the shareholder. On November 16, 2010, the Board of Directors approved the conversion of 4,600 Series B Preferred shares into 1,284,916 shares of Common stock for an investor. The shares were converted at $0.0179 per share which was the quoted closing price on the date the conversion letter was received from the shareholder. On November 22, 2010, the Board of Directors approved the conversion of 2,200 Series B Preferred shares into 2,000,000 shares of Common stock for an investor. The shares were converted at $0.0055 per share which was the quoted closing price on the date the conversion letter was received from the shareholder. As of December 31, 2010, Green had 5,850,000 shares of Super voting Preferred stock outstanding and 604,332 shares of convertible Series B Preferred stock outstanding. Common Stock Green is authorized to issue 2,500,000,000 shares of Common stock with a par value of $0.001 per share. As of December 31, 2010, Green had 430,149,464 shares of Common stock outstanding. On August 4, 2010, by Written Consent of the majority of the voting rights of the shareholders of Green consent was given to authorize the board of directors to carry out a forward split of the issued and outstanding shares of the common stock on a 1 for five basis and by the same proportion, the number of authorized shares was increased to 2.5 billion to maintain the same ratios of authorized shares to issued shares. All share and per share information included in these financial statements has been adjusted to reflect this forward stock split. On December 23, 2009, the board of directors approved a partial settlement of debt represented by the $3,000,000 Debenture. Green agreed to issue 250,000,000 shares of common stock to Nexia in exchange for a credit against the Debenture in the amount of $125,000. The shares were valued based on the closing price of the stock prior to the date of issuance. Common stock issued during fiscal 2010 have all been related to the conversion of Series B Preferred shares which are disclosed above in Note 8  Stockholders Deficit under the heading Preferred Stock. Noncontrolling Interest On September 30, 2009, Landis issued 1,315,000 new shares of its Common stock to Green thereby increasing the amount of controlling interest in Landis to 99%. In addition to the issuance of Common stock Green issued a note payable in the amount of $250,000 to Nexia. For consideration of the additional interest in Green, Nexia transferred $250,000 of restricted non-marketable securities in AmeriResource Technologies, Inc. to Landis. During the nine months ended September 30, 2009, Green recognized an other-than-temporary loss on its investment in AmeriResource Technologies, Inc. of $250,000 due to continued decline and duration in market value of the investment. As of December 31, 2009, Landis was 99% owned by Green and had a noncontrolling interest of 1%. During the three months ended March 31, 2010, Green issued 10,000 Series B Preferred shares for the remaining 1% noncontrolling interest in Landis. 37


---



Note 9  Gain on Sale of Subsidiary On December 1, 2010, Green affected the sale of its ownership interest in Newby Salons, LLC to Diversified Holdings X, Inc., whose president is also the president of Green. Newby Salons, LLC operated the Bountiful salon location which was closed on August 15, 2010. Green transferred its stock ownership to DHX in exchange for $100. The Stock Purchase Agreement indemnifies and protects Green from any and all obligations, indebtedness and liabilities arising from the course of business. The following table summarizes the gain on sale of Newby Salons, LLC on December 1, 2010: Cash consideration received
     $
     100Net current and long-term liabilities sold
     
     320,670Gain on sale of subsidiary
     $
     320,770
  Note 10  Going Concern Generally accepted accounting principles in the United States of America contemplate the continuation of Green as a going concern. However, Green had a net income for the year ended December 31, 2010 of $43,939 and negative working capital of $1,286,873, which raises substantial doubt about the 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. 38


---



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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./s/ Richard D. SurberRichard D. Surber President, Chief Executive Officer and Director Dated: March 25, 2011 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Richard D. Surber
Richard D. Surber
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Richard G. Clegg
Richard G. Clegg
Chief Financial Officer and Director
(Principal Accounting and Financial Officer)
     March 25, 2011




March 25, 2011
  39


---



EXHIBIT INDEXIncorporated by ReferenceExhibit
     
     
     
     
     
     Exhibit
     
     
     ProvidedNumber
     
     Description
     Form
     
     File Number
     Number
     
     Filing Date
     Herewith3
     (i)
     Amended and Restated Certificate ofIncorporation
     10-12G/A
     
     000-54018
     3
     (i)
     08/23/103
     (ii)
     Bylaws
     10-12G/A
     
     000-54018
     3
     (ii)
     08/23/103
     (iii)
     Plan of Merger
     8
     -K
     000-54018
     3
     (iii)
     08/26/103
     (iv)
     Plan of Merger and Share Exchange
     8
     -K
     000-54018
     3
     (iv)
     08/31/103
     (v)
     Utah Articles of Incorporation
     8
     -K
     000-54018
     3
     (v)
     08/31/104
     (i)
     Certificate of Designation for Series B PreferredStock.
     10-12G/A
     
     000-54018
     4
     (i)
     08/23/104
     (ii)
     8% Series A Senior Subordinated ConvertibleRedeemable Debenture issued to DHI dated April30, 2008.
     10-12G/A
     
     000-54018
     4
     (ii)
     08/23/104
     (iii)
     8% Series A Senior Subordinated ConvertibleRedeemable Debenture issued to AkronAssociates, Inc. dated January 15, 2010.10-12G/A
     
     000-54018
     4
     (iii)
     08/23/104
     (iv)
     8% Series A Senior Subordinated ConvertibleRedeemable Debenture issued to Desert VistaCapital, LLC. dated January 15, 2010.10-12G/A
     
     000-54018
     4
     (iv)
     08/23/104
     (v)
     8% Series A Senior Subordinated ConvertibleRedeemable Debenture issued to AkronAssociates, Inc. dated March 16, 2010.10-12G/A
     
     000-54018
     4
     (v)
     08/23/104
     (vi)
     8% Series A Senior Subordinated ConvertibleRedeemable Debenture issued to AkronAssociates dated May 11, 2010.
     10-12G/A
     
     000-54018
     4
     (vi)
     08/23/104
     (vii)
     8% Series A Senior Subordinated ConvertibleRedeemable Debenture issued to Desert VistaCapital, LLC dated May 11, 2010.10-12G/A
     
     000-54018
     4
     (vii)
     08/23/104
     (viii)
     Amended Certificate of Designation for Series BPreferred Stock.
     10-12G/A
     
     000-54018
     4
     (viii)
     09/22/1010
     (i)
     Stock Transfer Agreement dated April 1, 2008, bywhich the Company acquired 100% ownership ofNewby and 85% ownership of Landis.10-12G/A
     
     000-54018
     10
     (i)
     08/23/1010
     (ii)
     Promissory note dated September 30, 2009 issuedto Nexia in the amount of $250,000.
     10-12G/A
     
     000-54018
     10
     (ii)
     08/23/1010
     (iii)
     Stock Purchase Agreement dated April 14, 2010,with Desert Vista Capital LLC for the purchase of33,334 Series B Preferred Stock.
     10-12G/A
     
     000-54018
     10
     (iii)
     08/23/1010
     (iv)
     Stock Purchase Agreement dated June 28, 2010,with Lakeview Consulting, LLC for the purchase
  40


---



of 33,334 Series B Preferred Stock.10-12G/A
     
     000-54018
     10
     (iv)
     08/23/1010
     (v)
     Stock Purchase Agreement dated June 28, 2010,with Desert Vista Capital LLC for the purchase of33,334 Series B Preferred Stock.
     10-12G/A
     
     000-54018
     10
     (v)
     08/23/1010
     (vi)
     Stock Purchase Agreement dated August 18,2010, with Desert Vista Capital LLC for thepurchase of 33,334 Series B Preferred Stock.
     10-12G/A
     
     000-54018
     10
     (vi)
     09/22/1010
     (vii)
     Stock Purchase Agreement dated August 24,2010, with Microcap Innovations LLC for thepurchase of 33,334 Series B Preferred Stock.10-12G/A
     
     000-54018
     10
     (vii)
     09/22/1010
     (viii)
     Stock Purchase Agreement dated September 21,2010, with Eastshore Enterprises, Inc., for thepurchase of 16,666 shares of Series B PreferredStock
     10
     -Q
     000-54018
     10
     (viii)
     11/01/201010
     (ix)
     Stock Purchase Agreement dated September 28,2010, with Eastshore Enterprises, Inc. for thepurchase of 16,666 shares of Series B PreferredStock
     10
     -Q
     000-54018
     10
     (ix)
     11/01/201010
     (x)
     Stock Purchase Agreement dated October 12,2010, with John Hicks for the purchase o
     f 16,666shares of Series B Preferred Stock
     10
     -Q
     000-54018
     10
     (x)
     11/01/201010
     (xi)
     Stock Purchase Agreement dated October 26,2010, with Desert Vista Capital, LLC for thepurchase of 16,666 shares of Series B PreferredStock
     10
     -Q
     000-54018
     10
     (xi)
     11/01/201010
     (xii)
     Stock Purchase Agreement dated November 3,2010, with Desert Vista Capital, LLC for the
     
     
     
     
     
     Xpurchase of 16,666 shares of Series B PreferredStock10
     (xiii)
     Stock Purchase Agreement dated November 9,2010, with Microcap Innovations LLC for the
     
     
     
     
     
     Xpurchase of 16,666 shares of Series B PreferredStock10
     (xiv)
     Stock Purchase Agreement dated November 9,2010, with Desert Vista Capital, LLC for the
     
     
     
     
     
     Xpurchase of 16,666 shares of Series B PreferredStock10
     (xv)
     Stock Purchase Agreement dated November 29,2010, with Akron Associates, Inc. for the
     
     
     
     
     
     Xpurchase of 16,666 shares of Series B PreferredStock10
     (xvi)
     Stock Purchase Agreement dated December 8,2010, with Desert Vista Capital, LLC for the
     
     
     
     
     
     Xpurchase of 33,334 shares of Series B PreferredStock31.01
     
     Certification of the Registrants Chief ExecutiveOfficer, Richard D. Surber, pursuant to Rule 13a-
     
     
     
     
     
     X14 of the Securities Exchange Act of 1934.31.02
     
     Certification of the Registrants Chief FinancialOfficer, Richard G. Clegg, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
     
     
     
     
     
     X
  41


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.32.01
     Certification of the Registrants Chief ExecutiveOfficer, Richard D. Surber, pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906
     Xof the Sarbanes-Oxley Act of 2002.32.02
     Certification of the Registrants Chief FinancialOfficer, Richard G. Clegg, pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906
     Xof the Sarbanes-Oxley Act of 2002.
  42


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