UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10/A

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

GREEN ENDEAVORS, INC.
(Exact name of registrant as specified in its charter)

59 West 100 South, Second Floor, Salt Lake City, Utah 84101 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (801) 575-8073

Securities to be registered pursuant to Section 12(g) of the Act:

Common stock, par value $0.0001; 2,500,000,000 authorized (Title of class)

Indicate by check mark whether the registrant is a large accelerated filers, 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.

Large Accelerate d f iler

Accelerated filer

Non-accelerated filer (D o no check if a smaller reporting company)

 Smaller reporting company X

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As used herein and unless otherwise indicated, the terms “we”, “us”, “our”, and the “Company” refer to Green Endeavors, Inc., and its subsidiaries.

ITEM 1.

BUSINESS

Corporate History

Green Endeavors, Inc. was formed on April 25, 2002 in the state of Delaware as “Jasper Holdings.com, Inc.” which name was subsequently changed to “Net2auction, Inc.” We changed our name to “Green Endeavors, Ltd.” in July of 2007 and on August 3, 2007, caused a 1 for 5 reverse split of our Voting Common Stock. The affect of the reverse split was to reduce our outstanding common shares from 341,977,705 to 68,395,650. On August 23, 2010, we changed our name to Green Endeavors, Inc. and moved the corporate domicile from Delaware to Utah. On August 26, 2010 we effected 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 were increased to 2.5 billion to maintain the same ratios of authorized shares to issued shares and amended the designations of the Preferred Stock. 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. Our parent company, Nexia Holdings, Inc. (“Nexia”) acquired 90% of our Super voting Preferred Stock in September of 2007, effectively assuming control of the Company.

We acquired 85% of Landis Salons, Inc. (“Landis”) and 100% of Newby Salons, LLC (“Newby”) from Diversified Holdings I, Inc. (“DHI”), a related party, on April 30, 2008, in exchange for $3,000,000 in a 8% Series A Senior Subordinated Convertible Redeemable Debenture due on April 30, 2018.

Landis, a Utah corporation, was organized on May 4, 2005, for the purpose of operating an Aveda ^TM Lifestyle Salon. On September 30, 2009, Landis issued 1,315,000 shares of its common stock to the Company in order to increase its controlling interest to 99%. The Company’s interest was increased to 100% on February 17, 2010, with the issuance of 10,000 shares of its Series B Preferred Stock to a former employee in exchange for the remaining outstanding shares of Landis common stock.

Newby, a Utah limited liability company, was organized on July 8, 2005, for the purpose of operating a hair salon. The business was rebranded as a Landis Concept Salon on November 9, 2007. On July 20, 2010, we determined that this salon did not meet our operational performance measurements or real estate requirements and will be closed on or before August 15, 2010. The costs to close this location have been estimated to be approximately $1,000. These costs include removing signage from the exterior of the building, reprinting promotional material to remove the Bountiful location address and updating the company website to remove the Bountiful salon service menu and contact information.

Landis Salons II, Inc. (“Landis II”) was organized on March 17, 2010 as a wholly owned subsidiary for the purpose of opening a second Aveda ^TM Lifestyle Salon.

The address of our executive office is 59 West 100 South, Second Floor, Salt Lake City, Utah, 84101 and our telephone number is (801) 575-8073.

The Company’s trading symbol is GRNE on Pinksheets.

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Overview

We run two high-quality hair care salons that feature Aveda™ products for retail sale and intend to open an additional location before the end of this year. Landis operates its business within a 4,000 square foot space located in central Salt Lake City, Utah as an Aveda Lifestyle Salon. Newby operates within a 2,500 square foot space located in Bountiful, Utah under the Landis salon brand as a Concept Aveda Salon. Landis II intends to operate its business within a 3,024 square foot space located in downtown Salt Lake City, Utah also 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.

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

Services

Our salons offer high-quality hair care and other salon related services. While we focus the services offered in our salons to hair and makeup, we also offer a broad range of services consisting of the following:

• Hair styling/design, color and extensions.
• Facials.
• Hair removal.
• Manicures, pedicures and hand or foot treatments.
• Makeup applications and lessons.

Hair services are priced to reflect the experience level of our stylists. Prices range from $16 to $25 for services offered by those enlisted in our training academy to between $35 and $75 for services offered by those employed in our advanced hair salon.

Products

The salons use the Aveda line of products exclusively in all services performed as well as retail products offered for sale. Aveda products include the following items 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 and powders.
• Skincare - moisturizers, creams, lotions, cleansers and sunscreens.
• Fragrance - a variety of fragrance products.

The Aveda products that we sell are sold directly to a broad consumer base for personal use.

Marketing and Sales

The target market for the salons is 70% female and 30% male. We seek customers with high expectations for products and services at a reasonable cost. Our average customer in Salt Lake City is expected to visit the salon seven to nine times per year, spending an average of $47 on services and purchasing $15 of Aveda products with each visit. The salons’ primary marketing efforts are referrals from our existing customer base supplemented by carefully selected advertising campaigns.

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Our combined locations reported gross revenues of $548,120 and $518,404 for the three months ended June 30, 2010 and June 30, 2009, respectively and $1,056,281 and $1,002,345 for the six months ended June 30, 2010 and June 30, 2009, respectively. Our combined locations reported gross revenues of $2,044,351 for fiscal 2009 and $2,127,845 for fiscal 2008.

Competition

Our primary competition comes from salons offering excellent customer service in the Salt Lake area market. The salons which we have identified as offering this level of service include 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, although these operations do not compete in offering the extra services and products that we offer.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements and Labor Contracts

The Company currently has no patents, trademarks, licenses, franchises, or concessions other than its “Landis” trademark.

The Company is not subject to any labor contracts.

Employees

As of June 30, 2010, we employed approximately 50 individuals, with approximately 48 providing salon services and two in management, administration and finance. None of our employees are represented by labor unions and we have experienced no work stoppages. We believe that management and employees have good relations.

Government Regulation

The Company believes that it is currently in compliance in all material respects with all laws, rules, regulations and requirements that affect its business. Further, we believe that compliance with such applicable laws, rules, regulations and requirements does not impose a material impediment on our ability to conduct business.

Health and Safety

We are subject to various state and local laws affecting our business as well as a variety of regulatory provisions relating to the conduct of our beauty salon related business, including health and safety. Our salon business is subject to state board regulations and state licensing requirements for our stylists and our salon procedures. The government regulations that most impact our day-to-day operations are the labor and employment and taxation laws to which most retailers are typically subject. We are also subject to typical advertising and consumer protection laws. However, such laws have not had, and we do not expect such laws to have, a significant effect on our operations.

Where You Can Get Additional Information

We will be filing annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). You may read and copy our reports or other filings made with the Commission at the Commission’s Public Reference Room, located at 100 F Street,

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N.W., Washington, D.C., 20549. You can obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also access these reports and other filings electronically on the Commission’s web site, www.sec.gov .

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 $500,000. This consists of $1,000 to close our Bountiful salon, $250,000 to open our new salon location in Salt Lake City, which is part of our current term expansion plan, and approximately $249,000 for general and administrative costs. At this time, we are still in the process of identifying future salon locations within the Salt Lake valley. The funding for our operations will primarily come from private investors 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 held by its subsidiary Diversified Holdings I, Inc. provide Nexia with voting control over any proposal requiring a vote of the shareholders. Through its ownership of the preferred voting shares and the common stock held by Diversified I 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.

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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, 2009, with a decline in sales from the previous year. However, we have seen sales in the first half of fiscal 2010 increase slightly from the first half of fiscal 2009. 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 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.

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. Mr. Surber is currently employed by other businesses, and he will only allocate a portion of his time (estimated at an average of 30 hours per week) to the business of the Company. Therefore, there is a risk that he might not devote enough time to the Company in fulfilling our business plan.

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.

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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.

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

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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; and
• period-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.

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 our 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

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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 2.

FINANCIAL INFORMATION

SELECTED FINANCIAL DATA

Not required.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATION

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this Form 10/A contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this Form 10/A. Our fiscal year end is December 31.

Overview

We operate two full-service hair and retail salons through our wholly owned subsidiaries, Landis Salons, Inc., and Newby Salon, LLC and intend to open an additional location through our wholly owned subsidiary, Landis Salons II, Inc., before the end of this year. On July 20, 2010, we determined that Newby Salon, LLC did not meet our operational performance measurements or real estate requirements and was closed on August 9, 2010. From August 9, 2010 through the date we open Landis Salons II, Inc., which is expected to open on September 15, 2010, we will be operating one salon. Each of our salons features the Aveda™ line of products.

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Business Strategy

Our business strategy is to increase same-store sales of services and products, increase operational efficiencies and open additional locations. Our 5 year plan is to open up to 4 additional salons in Salt Lake City Utah and the surrounding areas before expanding our presence nationwide. Our national growth plan provides for additional salon locations in geographic markets which have not been identified at this time.

Our business strategy of opening additional salon locations requires growth capital and talented employees. In order to provide sufficient capital to achieve our growth plan, we intend on raising capital through both debt and equity markets as well as using equity to attract and retain talented employees.

Becoming a publicly reporting company provides investors with an exit strategy in the event that their investment choices or levels of risk tolerance change over time. We feel that this enhances our ability to attract investors to our company which in turn brings liquidity to the market for our shareholders.

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.

Management has evaluated the increased expense of being a publicly reporting company and has estimated that operating expenses could increase up to $100,000 per year.

Results of Operations

Prior to the acquisitions of the Landis and Newby salons on April 30, 2008, from DHI, a wholly-owned subsidiary of Nexia, we were a holding company. Since the transactions involving Landis and Newby occurred between entities that shared the same parent, Nexia, such transactions were not considered business combinations as there was no change in control at the parent level. We have therefore combined the financial statements of the commonly controlled entities retrospectively, as if the transactions had occurred at January 1, 2008 so that the results of operations included in this Form 10/A reflect a full year of operations for both Landis and Newby for the period ended December 31, 2008.

The following discussion examines our results of operations and financial condition based on our consolidated financial statements for the three and six months ended June 30, 2010 and 2009 and the years ended December 31, 2009 and 2008.

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Revenue

Three months ended June 30, 2010 and 2009

Revenue for the three months ended June 30, 2010, increased to $548,120 from $518,404 for the three months ended June 30, 2009, an increase of 6%. We believe that the increase in revenue over the comparative quarterly periods is primarily attributed to an increase in the number of services provided and an increase in the price of services offered.

Six months ended June 30, 2010 and 2009

Revenue for the six months ended June 30, 2010, increased to $1,056,281 from $1,002,345 for the six months ended June 30, 2009, an increase of 5%. We believe that the increase in revenue over the comparative periods is primarily attributed to an increase in the number of services provided and an increase in the price of services offered.

Years ended December 31, 2009 and 2008

Revenue for the year ended December 31, 2009, decreased to $2,044,351 from $2,127,845 for the year ended December 31, 2008, a decrease of 4%. This decrease is due to a decrease in the sale of services to $1,469,674 from $1,573,758 over the comparable annual periods. Sale of products increased to $574,677 from $554,087 over the comparable annual periods. We believe that the decline in revenue over the comparative annual periods is primarily due to lower consumer spending as a result of a decline in the overall macroeconomic environment during 2009.

Costs and Expenses

Three months ended June 30, 2010 and 2009

Costs of revenue for the three months ended June 30, 2010, decreased to $279,097 from $301,766 for the three months ended June 30, 2009, a decrease of 8%. This decrease over the comparable quarterly periods is primarily attributable to an increased effort in reducing the cost of providing services.

Cost of services for the three months ended June 30, 2010, decreased to $205,170 from $224,830 for the three months ended June 30, 2009. Cost of products for the three months ended June 30, 2010, decreased

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to $73,927 from $76,936 for the three months ended June 30, 2009. This decrease over the comparable quarterly period is primarily attributable to a decrease in the number of products sold and an increase in the sales price of the products.

The following table shows cost of revenue as a percentage of related revenue:

The following table shows general and administrative expense for the three months ended June 30, 2010 and 2009:

The increase in general and administrative expenses over the comparable quarterly periods is primarily due to increases in Professional services partially offset by a decrease in Salaries and wages and Other general and administrative expenses. Professional services increased as a result of audit and review services provided during the three months ended June 30, 2010. Other general and administrative expenses decreased as a result of increased operating efficiencies and efforts in reducing discretionary spending. Other general and administrative expenses are individually insignificant and include dues and subscriptions, finance charges, office expense, repairs and maintenance, travel and transfer agent expenses.

Depreciation and amortization expense for the three months ended June 30, 2010, decreased to $13,666 from $23,188 for the three months ended June 30, 2009. The decrease is due to fixed assets becoming fully depreciated between the comparative periods.

Six Months ended June 30, 2010 and 2009

Costs of revenue for the six months ended June 30, 2010, increased to $589,018 from $558,829 for the six months ended June 30, 2009, an increase of 5%.

Cost of services for the six months ended June 30, 2010, increased to $442,694 from $412,694 for the six months ended June 30, 2009. Cost of products for the six months ended June 30, 2010, increased to $146,324 from $146,135 for the six months ended June 30, 2009.

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The following table shows general and administrative expense for the six months ended June 30, 2010 and 2009:

The increase in general and administrative expense over the comparable six month periods is primarily due to an increase in Professional services and Other general and administrative expenses partially offset by a decrease in Salaries and wages. Professional services increased as a result of audit and review services provided during the six months ended June 30, 2010. Other general and administrative expenses are individually insignificant and include dues and subscriptions, finance charges, office expense, repairs and maintenance, travel and transfer agent expenses.

Depreciation and amortization expense for the six months ended June 30, 2010, decreased to $38,811 from $46,377 for the six months ended June 30, 2009. The decrease is due to fixed assets becoming fully depreciated between the comparative periods.

Years ended December 31, 2009 and 2008

Costs and expenses for the year ended December 31, 2009, decreased to $1,927,483 from $3,043,035 for the year ended December 31, 2008, a decrease of 37%. This decrease over the comparable annual periods is primarily attributable to a decrease in stock based compensation to $0 from $925,000 for the year ended December 31, 2008 due to a non-recurring non-cash expense for stock-based compensation incurred on the issuance of preferred stock and a decrease in general and administrative expenses.

Cost of services for the year ended December 31, 2009, decreased to $860,827 from $872,380 for the year ended December 31, 2008. Cost of products for the year ended December 31, 2009, decreased to $296,271 from $313,549 for the year ended December 31, 2008.

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The following table shows general and administrative expense for the years ended December 31, 2009 and 2008:

The decrease in general and administrative expense over the comparable annual periods is primarily due to decreases in Salaries and wages, Advertising, and Other general and administrative expenses. The decrease in Salaries and wages is primarily due to a reduction in administrative personnel. Advertising and Other general and administrative expense decreased primarily due to increased operating efficiencies and efforts in reducing discretionary spending. Other general and administrative expenses are individually insignificant and include dues and subscriptions, finance charges, office expense, repairs and maintenance, travel and transfer agent expenses.

Depreciation and amortization expense for the year ended December 31, 2009, increased to $114,053 from $84,264 for the year ended December 31, 2008.

Other Expenses, net

Three months ended June 30, 2010 and 2009

Other expenses, net for the three months ended June 30, 2010, increased to $67,165 from $56,184 for the three months ended June 30, 2009, an increase of 20%. This increase over the comparable quarterly periods is primarily due to a decrease of $6,263 on gain on sale of securities and an increase of $3,089 of other expenses. We recorded a gain on the sale of our investment in BizAuctions, Inc. of $6,263 during the three months ended June 30, 2009.

Six months ended June 30, 2010 and 2009

Other expenses, net for the six months ended June 30, 2010, decreased to $88,916 from $120,756 for the six months ended June 30, 2009, a decrease of 26%. This decrease over the comparable six month periods is primarily due to an increase of $35,924 of other income related to a settlement agreement completed during the six months ended June 30, 2010.

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Years ended December 31, 2009 and 2008

Other expenses, net for the year ended December 31, 2009, decreased to $502,028 from $782,552 for the year ended December 31, 2008, a decrease of 36%. This decrease over the comparable annual periods is primarily due to a decrease in the impairment on marketable securities offset by an increase in interest expense. Interest expense for the year ended December 31, 2009, increased to $262,433 from $14,934 for the year ended December 31, 2008. The increase can be mostly attributed to the accrual of interest on the 8% convertible debenture issued on December 30, 2008 which interest increased to $240,000 from $1,315 over the comparable periods. The write-down in the carrying value of our available-for-sale marketable securities as discussed in note 5 to the consolidated financial statements, a non-recurring non-cash expense, for the year ended December 31, 2009, decreased to $250,000 from $807,721 for the year ended December 31, 2008 while the gain on the sale of securities, decreased to $1,584 from $39,724 for the year ended December 31, 2008. Other income for the year ended December 31, 2009, increased to $8,821 from $379 for prior annual period.

Net Losses

Three months ended June 30, 2010 and 2009

Our net loss for the three months ended June 30, 2010, decreased to $25,974 from $91,425 for the three months ended June 30, 2009, a decrease of 72%. This decrease is primarily due to a decrease of $42,173 of loss on sale of securities, an increase of $29,716 in total revenue and a decrease of $19,660 of cost of services partially offset by an increase of $40,672 of general and administrative expenses.

Six months ended June 30, 2010 and 2009

Our net loss for the six months ended June 30, 2010, decreased to $99,683 from $143,207 for the six months ended June 30, 2009, a decrease of 30%. This decrease is primarily due to a decrease of $46,852 of loss on sale of securities, an increase of $53,936 in total revenue and an increase of $35,924 of other income partially offset by an increase of $84,253 of general and administrative expenses.

Years ended December 31, 2009 and 2008

The net loss for the year ended December 31, 2009, decreased to $385,160 from $1,697,742 for the year ended December 31, 2008, a decrease of 77%. This decrease is primarily due to a decrease of $925,000 in stock-based compensation and $191,510 in general and administrative expense.

Liquidity and Capital Resources

As of June 30, 2010 and December 31, 2009

We had a working capital deficit of $803,243 as of June 30, 2010. Our current assets were $396,311, which consisted of $150,178 in cash, $72,907 in inventory, $1,093 in prepaid expenses and $172,133 in other current assets. Our total assets were $739,413, which included $293,663 in property and equipment (net), and $49,439 in other assets. Our current liabilities were $1,199,554, including $268,378 in accounts payable and accrued expenses, $617,350 due to related parties, and $232,378 in the current portion of notes payable. Our long-term liabilities were $3,080,461. Our total stockholders deficit at June 30, 2010, was $3,540,602.

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As a result of the recent decision to close the underperforming Bountiful salon, negative cash flows and recurring losses derived from this salon will be eliminated. The Bountiful salon was responsible for approximately 7% of the total consolidated revenue and 10% of the consolidated operating expenses for the six months ended June 30, 2010. The operating capital previously used to support this salon will be redirected toward conserving cash, reducing existing debt and continuing salon operations which, we expect, will improve our overall liquidity position.

The costs to close this location have been estimated to be approximately $1,000. These costs include removing signage from the exterior of the building, reprinting promotional material to remove the Bountiful location address and updating the company website to remove the Bountiful salon service menu and contact information.

Years ended December 31, 2009 and 2008

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 $205,535 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.

Cash Flows from Operating Activities

Cash flows from operating activities include net loss, adjusted for certain non-cash charges, as well changes in the balances of certain assets and liabilities.

Six months ended June 30, 2010 and 2009

Net cash used in operating activities for the six months ended June 30, 2010, was $67,081 as compared to cash provided by operating activities of $67,735 for the six months ended June 30, 2009. The increase in cash used in operating activities over the comparable periods is primarily due to payments made on accounts payable and accrued liabilities and the increase in other assets.

Years ended December 31, 2009 and 2008

Cash flow provided by operating activities for the year ended December 31, 2009, was $148,814 as compared to cash flow used in operating activities of $121,362 for the year ended December 31, 2008. This transition to cash flow provided by operating activities is primarily due to a decrease in our net loss of $1,312,582 and an increase of $469,009 of accounts payable and accrued liabilities, partially offset by a decrease of $925,000 in stock-based compensation, a write-down of marketable securities of $557,721, and an increase of $110,662 due to related parties.

We expect to increase cash provided by operating activities over the next twelve months by executing our business strategy of increasing operational efficiencies, reduce discretionary spending and opening an additional salon. As a result of the recent decision to close the underperforming Bountiful salon location, we anticipate decreasing our net loss which has had a negative impact on cash flows from operating activities. As additional locations are opened, we hope to achieve economies of scale by operating multiple salons with minimal general and administrative staff and expenses.

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Cash Flows from Investing Activities

Six months ended June 30, 2010 and 2009

Cash flow used in investing activities for the six months ended June 30, 2010, was $67,397 as compared to cash flow provided by investing activities of $7,886 for the three months ended June 30, 2009. The transition to cash flows used in investing activities is primarily to due to an increase in purchases of equipment for use in the salons and the purchase of a five year certificate of deposit bearing interest at the rate of 2.96% per year.

We expect to continue our investing activities, including purchasing both property and equipment for an additional salon location.

Years ended December 31, 2009 and 2008

Cash flow used in investing activities for the year ended December 31, 2009, was $52,721 as compared cash flow provided by investing activities of $90,323 for the year ended December 31, 2008. The transition to cash flow used in investing activities over the comparable periods is due to increased purchases of property and equipment for the salons, a decrease in proceeds from the sale of marketable securities, and a decrease in cash related to obtaining a controlling interest in our salons.

We expect to continue our investing activities, including purchasing both property and equipment for an additional salon location and making both short and long-term equity investments.

Cash Flows from Financing Activities

Six months ended June 30, 2010 and 2009

Cash flow provided by financing activities for the six months ended June 30, 2010, was $251,000 as compared to cash flow used in financing activities of $89,231 for the six months ended June 30, 2009. The transition to cash flow provided by financing activities over the comparable periods is due to decreases of payments on bank loans in the current period, which decrease was offset by the proceeds from the issuance of preferred stock and the proceeds from the Salt Lake City Corporation loan. See Note 6 of the Notes to Consolidated Financial Statements for additional information on the loan from Salt Lake City Corporation.

We expect to continue to use cash flow from financing activities in the near term as necessary to expand operations as described in the Business Strategy section above.

Years ended December 31, 2009 and 2008

Cash flow used in financing activities for the year ended December 31, 2009, was $92,227 as compared to cash flow provided by financing activities of $59,829 for the year ended December 31, 2008. The transition to cash flow used in financing over the comparable periods is due to a decrease in proceeds from bank loans and an increase in payments made on bank loans.

We expect to continue to use cash flow from financing activities in the near term as necessary to expand operations as described in the Business Strategy section above.

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Other Factors Affecting Liquidity and Capital Resources

We have insufficient current assets to meet our current liabilities due to negative working capital of $803,243 as of June 30, 2010. Historically, we have funded our cash needs from a combination of revenues, carried payables, sales of equity, and debt transactions. Since we are not currently realizing net cash flows from our business, we may need to seek financing to continue our operations. Prospective sources of funding could include shareholder loans, equity sales or loans from other sources though no assurance can be given that such sources would be available or that any commitment of support is forthcoming to date.

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

On June 15, 2010 we executed a ten year lease to open an additional location in Salt Lake City which commitment will require future material capital expenditures.

On October 27, 2008, we adopted The 2008 Benefit Plan of Green Endeavors, Ltd. (the “Plan”) pursuant to which the Company may issue stock, or grant options to acquire our Voting Common Stock, par value $0.001 or our Series B Preferred Stock, par value $0.001(the “Stock”), to employees of the Company or its subsidiaries, on the terms and conditions set forth in the Plan (“Benefits”). The Plan is intended to aid the Company in maintaining and developing a management team, attracting qualified officers and employees capable of contributing to the future success of the Company. In addition, at the discretion of the board of directors, Benefits may be granted under this Plan to other individuals, including consultants or advisors, who contribute to the success of the Company or its subsidiaries, provided that bona fide services are rendered and such services are not in connection with the offer or sale of securities in a capital-raising transaction. No Stock may be issued, or options granted under the Plan to consultants, advisors, or other persons who directly or indirectly promote or maintain a market for our securities. The Company had issued 185,000 shares of Series B Preferred Stock pursuant to the Plan as of June 30, 2010.

We have no contractual commitment with any of our officers or directors.

We expect to purchase property or equipment for an additional salon location. We are currently seeking and analyzing equipment loans and capital leasing options to fund a significant portion of the equipment needed.

We expect to hire in the range of 20 to 30 stylists in the next six months to staff an additional salon location. The operating funds needed to carry out this plan will be generated through equity or debt financing.

Going Concern

Our audit expressed substantial doubt as to our ability to continue as a going concern as a result of reoccurring losses and negative working capital. These conditions raise substantial doubt about our ability to continue as a going concern. Management’s plans to address our ability to continue as a going concern and to finance the operating and capital requirements include the following:

• Raise additional funds through equity financing;
• Obtain equipment financing and/or enter into capital leasing agreements;
• Negotiate with creditors and suppliers to grant extensions or defer payments; and
• Seek loans or advances from officers of the Company.

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While we are making our best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

Impact of Inflation

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

Off-Balance Sheet Arrangements

As of June 30, 2010, December 31, 2009, and December 31, 2008, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

Critical Accounting 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.

Recent Accounting Pronouncements

Please see Note 2 to our consolidated financial statements for the three and six months ended June 30, 2010, included in this Form 10/A for recent accounting pronouncements.

Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in the section titled Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Form 10/A, with the exception of historical facts, are forward-looking statements. Forward-looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:

• our financial performance and business plan;
• the sufficiency of existing capital resources;
• our ability to raise additional capital to fund cash requirements for operations;
• uncertainties related to the Company’s business prospects;
• our ability to generate revenues from operations;
• the volatility of the stock market; and
• general economic conditions.

We wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated including the factors set forth in the section entitled Risk Factors included elsewhere in this Form 10/A. We also wish to advise

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readers not to place any undue reliance on the forward looking statements contained in this filing, which reflect our beliefs and expectations only as of the date of this Form 10/A. We assume no obligation to update or revise these forward looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than as required by law.

Stock-Based Compensation

We have adopted Accounting Standards Codification Topic (“ASC”) 718, formerly SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments.

We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 505. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services.

Critical Accounting Policies

In Note 2 of the notes to the audited consolidated financial statements for the Company for the period ended June 30, 2010 and the years ended December 31, 2009 and 2008 included in this Form 10/A, the Company discussed those accounting policies that are considered to be significant in determining the results of operations and financial position. The Company’s management believes that their accounting principles conform to accounting principles generally accepted in the United States of America.

The preparation of financial statements requires management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, warranty obligations, product liability, revenue, and income taxes. We base our estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

Revenue is recognized at the time the service is performed or the product is delivered.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 3.

PROPERTIES

We lease three facilities in Utah for our operations. 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.

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Our flagship Salt Lake City facility is located at 1298 South 900 East. 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 Bountiful facility is located at 3379 South Orchard Drive. This lease is for a 2,500 square foot commercial space in a strip-mall with a term of five years beginning August 16, 2005. This lease expires on August 15, 2010. We have determined that this salon does not meet our operational performance measurements or real estate requirements and will be closed on or before the lease term expires.

Our new Salt Lake City facility is located at 600 North 300 West. This lease is for a 3,000 square foot commercial building with a term of ten years beginning on September 15, 2010.

Rent expense for the years ended December 31, 2009 and 2008 was $133,976 and $123,848, respectively.

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 July 30, 2010, there were 354,395,650 shares of common stock issued and outstanding.

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The following table sets forth the name, age and position of each of the Company’s directors and executive officers:

Richard D. Surber was appointed as president and CEO and to the board of the Company in September of 2007 and served in this capacity through May 26, 2009. Mr. Surber was again appointed as CEO in March 2010. 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, the Company’s parent, since May of 1999. He has been an officer and director of several public companies. Mr. Surber holds 50,000 shares of Series B Preferred stock and 721,625 shares of Voting Common stock of the Company.

Richard G. Clegg was appointed as CEO and to the board of the Company on May 27, 2009, and in March of 2010 Mr. Clegg resigned as CEO and was appointed as CFO. Mr. Clegg is a licensed Certified Public Accountant in the state of Utah. He graduated from Westminster College with a Masters of Business Administration and a Bachelor of Science degree in Accounting from the University of Utah. From October 2005 to April 2010, Mr. Clegg was an accounting supervisor at Cadence Design Systems, Inc. with responsibilities in corporate accounting and financial reporting. From June 1999 to October 2005, Mr. Clegg was employed by Chisholm, Bierwolf & Nilson, a Salt Lake City public accounting firm, as a senior auditor. Mr. Clegg does not hold any position as officer or director of any other publicly held company and as of July 7, 2010 holds 25,000 shares of Series B Preferred stock of the Company.

Logan C. Fast was appointed as vice president and director on August 28, 2008. Mr. Fast has been working at Landis Salons since 2005 as a stylist and is currently working as a grand salon stylist. Mr. Fast is a licensed instructor at the Landis Salon locations operated by the Company. He has received extensive Aveda based training, is a trained Aveda color “purefessional” and is currently authorized to act as an instructor in Aveda practices. His practical experience in the salon field is a strong addition to the board of directors. Mr. Fast does not hold any position as officer or director of any other publicly held company.

Term of Office

Our directors have been elected or appointed to the board of directors for three year terms, until the next meeting of our shareholders, or until removed in accordance with our bylaws. Our executive officers were appointed by the board of directors and hold office at the discretion of the board.

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Family Relationships

There are no family relationships between or among the directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Board of Directors Committees

The board of directors has not established an audit committee. An audit committee typically reviews, acts on and reports to the board of directors with respect to various auditing and accounting matters, including the recommendations and performance of independent auditors, the scope of the annual audits, fees to be paid to the independent auditors, and internal accounting and financial control policies and procedures. Certain stock exchanges currently require companies to adopt a formal written charter that establishes an audit committee that specifies the scope of an audit committee’s responsibilities and the means by which it carries out those responsibilities. In order to be listed on any of these exchanges, the Company will be required to establish an audit committee.

The board of directors has not established a compensation committee.

Security Holders Recommendations to Board of Directors

We do not currently have a process for security holders to send communications to the board of directors. However, we welcome comments and questions from our shareholders. Shareholders can direct communications to our CEO, Mr. Surber, at our executive offices. While we appreciate all comments from shareholders, we may not be able to individually respond to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with the Commission so that all shareholders have access to information about us at the same time. Mr. Surber collects and evaluates all shareholder communications. If the communication is directed to the board of directors generally or to a specific director, Mr. Surber will disseminate the communications to the appropriate party at the next scheduled board of directors meeting. If the communication requires a more urgent response, Mr. Surber will direct that communication to the appropriate executive officer. All communications addressed to our directors and executive officers will be reviewed by those parties unless the communication is clearly frivolous.

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ITEM 6.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The objective of the Company’s compensation program is to incentivize our executive officers for services rendered with salaries, fees and shares. We utilize these forms of compensation because we feel that these compensatory elements are appropriate to retain and motivate our executive officers. The amounts we have deemed appropriate for the Company to compensate our executive officers were determined on a comprehensive basis in light of the fact that each of our executive officers provide and are compensated for services rendered to our parent company or its affiliates. We expect to expand our current compensatory program at such time as the Company’s results of operations permit the payment of additional consideration.

Executive compensation for the periods ended December 31, 2009 and 2008 to our chief executive officer were $13,000 and $256,814 respectively. Executive compensation for the periods ended December 31, 2009 and 2008 to our chief financial officer were $0 and $0 respectively. The decrease in total executive compensation over the annual periods can be attributed to a stock award provided to our executive officer for his service rendered over a period of several years which was paid during the year ended December 31, 2008. Additional amounts of salary were not paid or incurred over the comparative periods due to financial constraints.

Compensation Practice Risk Analysis

Green has reviewed its compensation practices for its employees, including the named executive officers, and does not believe that they are reasonably likely to have a material adverse effect on its business.

The following table provides summary information for 2009 and 2008 concerning cash and non-cash compensation paid or accrued by the Company to or on behalf of (i) the chief executive officer and the chief financial officer and (ii) any other employee to receive compensation in excess of $100,000.

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The awards of stock to Mr. Surber and Mr. Fast were made pursuant to the 2008 Stock Benefit Plan of the Company, this plan allows for the Company to award Series B Preferred Stock to employees based upon the services provided by individual employees. The awards were made in full and without limitations at the time the stock was granted and the stock certificates were issued with restrictive legends at the time they were prepared.

Please refer to Note 2 of the notes to the audited consolidated financial statements for the period ended June 30, 2010 and the years ended December 31, 2009 and 2008 included in this Form 10/A for assumptions used in the valuation of stock-awards.

Director Compensation

No set amount of compensation is set for the directors of the Company. Compensation may be paid based upon the time and effort required of directors on an as needed basis.

Certain Relationships and Related Transactions

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 shares were valued at $260,000, or $0.008 per share, which was the closing price of the stock on June 23, 2010. The officers and directors for of each company evaluated and approved the transaction as being in the best interest and for the benefit of each entity. Green’s officers and directors include: Richard D. Surber, Richard G. Clegg and Logan C. Fast. AmeriResource Technologies, Inc.’s officers and directors include: Delmar A. Janovec.

On September 30, 2009, the Company entered into an agreement with its parent, Nexia, and its subsidiary Landis, through which the Company agreed to issue a promissory note in the sum of $250,000 to Nexia, payable in 24 months, Nexia agreed to transfer 100,000 shares of Series F Preferred Stock of AmeriResource Technologies, Inc., or AmeriResource, to Landis and Landis issued 1,315,000 shares of its common stock to the Company. Each transfer was valued at $250,000, the promissory note at its face

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value, 100,000 shares of AmeriResource preferred stock, which was other-than-temporarily impaired subsequent to the transfer, and the Landis shares received by the Company were valued at $250,000 based upon the agreement of the parties and the consideration received in the agreement. The officers and directors for all three entities approved the transfers as being in the best interest and for the benefit of each entity. Nexia’s officers and directors included: Richard D. Surber and Adrienne Bernstein. Green’s officers and directors include: Richard D. Surber, Richard G. Clegg and Logan C. Fast. Landis’ officers and directors include: Richard D. Surber and Logan C. Fast.

On October 27, 2008, the Company issued 50,000 shares of its Series B Preferred Stock to Richard Surber, an officer and director of the Company, as compensation valued at $250,000 and issued 20,000 shares of its Series B Preferred Stock to Logan C. Fast, an officer, director and employee of the Company, as compensation valued at $100,000.

On April 30, 2008, the Company issued an 8% Series A Senior Subordinated Convertible Redeemable Debenture in an aggregate principal face amount of $3,000,000 to DHI in exchange for a controlling interest in Landis and Newby pursuant to the terms and conditions of a stock transfer agreement with Nexia. Interest on the debenture commenced December 30, 2008. DHI has the option, at any time, to convert all or any amount over $10,000 of the principal of the debenture, including accrued interest, into shares of the Company’s common stock at a conversion price equal to 95% of the average closing bid price of the common stock for the three days prior to the date notice is received by the Company. An independent appraisal to determine the market value of the salon operations was obtained prior to the acquisition by the Company. Based upon the information from the appraisal and the internal projections of growth and revenue, the value for the transfer of the two salons ownership was agreed upon at $3,000,000 by Richard D. Surber on behalf of the Company and by Richard D. Surber, Gerald Einhorn and Adrienne Bernstein as directors for the parent of DHI. DHI has since sold $500,000 of the face value of this debenture to third-parties unrelated to the Company.

Director Independence

Our common stock is listed on the Pink Sheets inter-dealer quotation system, which does not have director independence requirements. However, for the purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Accordingly, we do not consider any of our directors to be independent.

ITEM 8.

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.

David Levitt vs. BizAuctions, Corp., BizAuctions, Inc., Green Endeavors, Ltd., AmeriResource Technologies, Inc., Delmar Janovec and Does 1 through 50 . Litigation was filed on October 3, 2008 in the Superior Court of the State of California, County of San Diego-South County Division, Case No. 37-2008-00073539-CU-OE-SC. The claim was filed by David Levitt a former independent contractor who provided management services to the operations of the BizAuctions corporations seeking recovery for alleged violations of California employment law, misclassification as an independent contractor, failure to

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pay minimum wages and overtime wages. The Company has signed off on a settlement agreement in which other defendants have settled the claims of David Levitt and the litigation has been dismissed.

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. Newby has filed an answer to the claims asserted in the litigation.

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.

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.

The Company's common stock is quoted on the Pink Sheets under the symbol "GRNE". Trading in the common stock in the over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission and may not necessarily reflect actual transactions. The high and low bid prices for the common stock for the quarters indicated below over the past two year are as follows:

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Stock Price

As of July 30, 2010, the Company’s closing stock price was $0.0052.

Shareholders

As of July 30, 2010, we had approximately 39 record holders of our common stock. The number of registered shareholders excludes any estimate by us of the number of beneficial owners of common shares held in “street name.” As of July 30, 2010, we had 354,395,650 outstanding shares of Common Stock.