CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of Event: August 27, 2010
(date of earliest event reported)
GREEN ENDEAVORS, INC.
(Exact name of registrant as specified in its charter)
Utah
(State or other jurisdiction of incorporation or organization)
|
000-54018 (Commission File Number) |
27-3270121 (IRS Employer Identification Number) |
59 West 100 South, Suite 200, Salt Lake City, Utah 84101
(Address of principal executive offices)
(801) 575-8073
(Registrant's telephone number, including area code)
Green Endeavors, Ltd.
(Former name or former address, if changes since last report.)
ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR
On August 27, 2010 the Board of Directors of Green Endeavors, Inc. approved a delay in the issuing of shares by the Utah corporation on a five for one basis until September 2, 2010. All other terms and conditions of the redomicle of the Company and the other changes reported in the August 26, 2010 8-K will not be changed nor affected by the delay in the effective date of the forward stock split.
ITEM 3.02 UNREGISTERD SALES OF EQUITY SECURITIES
On August 26, 2010, the Company authorized the issuance of 33,334 shares of Series B Preferred Stock to Microcap Innovations, LLC in exchange for $50,000 pursuant to the terms and conditions of a stock purchase agreement. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933.
ITEM 9.01 Financial Statements and Exhibits
The following exhibits are included as part of this report:
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Exhibit No. |
Page No. |
Description |
3(iv) 3 PLAN OF MERGER and SHARE EXCHANGE AGREEMENT AMENDMENT TO TERMS AND CONDITIONS
3(v) 4 UTAH ARTICLES OF INCORPORATION OF GREEN ENDEAVORS, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated this 30 th day of August, 2010.
Green Endeavors, Inc.
/s/ Richard Surber .
Richard Surber, CEO & President
Exhibit 3(iv)
PLAN OF MERGER and SHARE EXCHANGE AGREEMENT
AMENDMENT TO TERMS AND CONDITIONS
This Amendment to the Terms and Conditions of the Plan of Merger and Share Exchange Agreement (hereinafter call the “Agreement”) is made as of August 27, 2010 by and between Green Endeavors, Ltd., a Delaware corporation (“Green Delaware”) and Green Endeavors, Inc. a Utah corporation (“Green Utah”). Green Delaware and Green Utah are sometimes referred to as the “Constituent Corporations.”
Recitals
Whereas the Plan of Merger and Share Exchange Agreement between the parties hereto needs to be amended to delay the effective date of the delivery of the shares of Green Utah to the existing shareholders of Green Delaware until September 2, 2010, therefore Paragraph 1.D of the agreement is amended to read as follows:
D. Common Stock of Green Delaware and Green Utah. On September 2, 2010 by virtue of the Merger and without any further action on the part of the Constituent Corporations or their shareholders, (i) each share of Common Stock of Green Delaware issued and outstanding on August 24, 2010 shall be converted into shares of fully paid and nonassessable shares of the shares of Green Utah at a ratio of 1 to 5.
IN WITNESS WHEREOF, this Agreement, having first been duly approved by the Board of Directors of Green Delaware and Green Utah, is hereby executed on behalf of each said corporation and attested by their respective officers thereunto duly authorized.
Green Endeavors, Ltd. Green Endeavors, Inc.
A Delaware Corporation A Utah Corporation
By: /s/ Richard Surber . By: /s/ Richard Surber .
Richard D. Surber Richard D. Surber
President and CEO President and CEO
Exhibit 3(v)
ARTICLES OF INCORPORATION OF
GREEN ENDEAVORS, INC.
FIRST. The name of the Corporation shall be Green Endeavors, Inc.
SECOND. The registered agent in the State of Utah is:
Michael Golightly
59 West 100 South, Second Floor
Salt Lake City, Utah 84101 Accept Appointment: /s/ Michael Golightly
THIRD. The purpose for which this corporation is organized is to transact any lawful business, or to promote or conduct any legitimate object or purpose, under and subject to the laws of the State of Utah.
FOURTH. The stock of the corporation is divided into two classes: (1) common stock in the amount of two billion five hundred (2,500,000,000) shares having par value of $0.001 each, and (2) preferred stock in the amount of fifteen million (15,000,000) shares having par value of $0.001 each. The Board of Directors shall have the authority, by resolution or resolutions, to divide the preferred stock into series, to establish and fix the distinguishing designation of each such series and the number of shares thereof (which number, by like action of the Board of Directors from time to time thereafter may be increased, except when otherwise provided by the Board of Directors in creating such series, or may be decreased, but not below the number of shares thereof then outstanding) and, within the limitations of applicable law of the State of Utah or as otherwise set forth in this article, to fix and determine the relative rights and preferences of the shares of each series so established prior to the issuance, thereof. There shall be no cumulative voting by shareholders.
One class of Preferred shall be designated Supervoting Preferred Stock. Each one (1) share of Supervoting Preferred shall be entitled to one hundred (100) votes in any vote of the shareholders of the Corporation and each shares of Supervoting Preferred Stock shall be convertible into one hundred (100) shares of the common stock of the Corporation. Conversion shall be allowed upon written notice of an intent to convert given by the holder of the preferred stock to the Corporation and shall be carried out within twenty-one (21) days by the Corporation. Additional designations and rights may be established and fixed by the Board of Directors. The Supervoting Preferred Stock shall be secondary to the voting Common Stock with respect to dividends and liquidation preference. The Corporation shall be authorized to issue Ten Million (10,000,000) shares of Supervoting Preferred Stock. The Corporation shall be authorized to issue Two Million (2,000,000) shares of Class B Preferred Stock and the Board of Directors shall be authorized to fix and determine the relative rights and preferences of the shares of Class B Preferred.
FIFTH. The Board of Directors shall have the authority, by resolution or resolutions
at any time or from time to time after the Issuance Date to fix a record date for the effectuation of a forward or reverse split of the issued and outstanding shares of Common Stock.
SIXTH. The Corporation, by action of its directors, and without action by its shareholders, may purchase its own shares in accordance with the provisions of Utah Revised Statutes. Such purchases may be made either in the open market or at public or private sale, in such manner and amounts, from such holder or holders of outstanding shares of the Corporation, and at such prices as the directors shall from time to time determine.
SEVENTH. No holder of shares of the Corporation of any class, as such, shall have any pre‑emptive right to purchase or subscribe for shares of the Corporation, of any class, whether now or hereafter authorized.
EIGHTH. The Board of Directors shall consist of no fewer than one member and no more than seven members. The initial Board of Directors will consist of:
Richard Surber
59 West 100 South, Second Floor
Salt Lake City, Utah 84101
The incorporator is:
Richard Surber
59 West 100 South, Second Floor
Salt Lake City, Utah 84101
NINTH. No officer or director shall be personally liable to the corporation or its shareholders for money damages except as provided in Utah Revised Statutes.
IN WITNESS WHEREOF, these Articles of Incorporation are hereby made effective
August 5 , 2010
/s/ Richard Surber .
By: Richard Surber, Incorporator
State of Utah )
County of Salt Lake )
On this 5 day of August, 2010, personally appeared before me Richard Surber, whose identity is personally known to me and who by me duly sworn, did say that he is the Incorporator of Green Endeavors, Inc. and that said document was signed by him to accomplish the incorporation of the said corporation pursuant to the laws and regulations of the State of Utah.
/s/ Michael Golightly .
Notary Public