CODE GREEN APPAREL CORP (Form: S-1/A, Received: 04/11/2016 15:58:04)

As filed with the Securities and Exchange Commission on April 11, 2016

Registration No. 333-206089

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

Amendment No. 3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CODE GREEN APPAREL CORP.

(Name of small business issuer in its charter)

NEVADA	5699	80-0250289
(State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

31642 Pacific Coast Highway, Ste 102, Laguna Beach, CA 92651

(Address and telephone number of principal executive offices and place of business)

George J. Powell, III, 31642 Pacific Coast Highway, Ste 102, Laguna Beach, CA 92651 Tel (214) 497-9433

(Name, address and telephone number of agent for service)

Copies of communication to:

Aaron D. McGeary, The McGeary Law Firm, P.C.

1600 Airport Fwy., Suite 300 Bedford, Texas 76022

Telephone (817) 282-5885 Fax (817) 282-5886

Approximate date of proposed sale to the public: The proposed date of sale will be as soon as practicable after the Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. o

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	o	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	x

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement is filed with the Securities and Exchange Commission and becomes effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED APRIL 11, 2016

CODE GREEN APPAREL CORP.

Relating to the Resale of 44,308,609 Shares of Common Stock

By means of this prospectus a number of our shareholders are offering to sell up to 44,308,609 shares of our common stock. The selling stockholders intend to dispose of the shares at a fixed price of $0.037 per share until such time as our shares are quoted on the OTCQB and thereafter at prevailing market prices or privately negotiated prices.

Our common stock is traded on the OTC Markets Group, Inc., current information tier or “Pink”, under the symbol “CGAC”.

The Company is not a shell company as defined in Rule 405 under the Securities Act (17 CFR 230.405) and Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

There are no underwriters, discounts or commissions. All proceeds will be distributed to the existing selling stockholders. This prospectus will not be used before the effective date of the registration statement. Information in this prospectus will be amended or completed as needed. This registration statement has been filed with the Securities and Exchange Commission. These securities will not be sold until the registration statement becomes effective.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have elected to comply with certain reduced public company reporting requirements for future filings. See "Description of Business: Government Regulations " contained herein and “Risk Factors” below.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. FOR A DESCRIPTION OF CERTAIN IMPORTANT FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE UNDERSTAND “RISK FACTORS” STARTING ON PAGE 6 OF THIS PROSPECTUS .

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The Company is not a blank check company because it has a specific business purpose and has no plans or intention to merge with an operating company. None of the Company’s shareholders or management have plans to enter a change of control or change of management.

The information in this Prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This Prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such state.

TABLE OF CONTENTS

		Page
PROSPECTUS SUMMARY		1
SUMMARY FINANCIAL INFORMATION		3
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		4
RISK FACTORS		5
USE OF PROCEEDS		11
DILUTION		11
SELLING STOCKHOLDERS		12
PLAN OF DISTRIBUTION		12
DESCRIPTION OF SECURITIES		13
INTEREST OF NAMED EXPERTS AND COUNSEL		15
DESCRIPTION OF BUSINESS		16
DESCRIPTION OF PROPERTY		22
SHELL COMPANY STATUS		23
LEGAL PROCEEDINGS		23
MARKET FOR COMMON EQUITY AND OTHER RELATED STOCKHOLDER MATTERS		23
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		24
CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		30
DIRECTORS, EXECUTIVE OFFICER, AND CONTROL PERSONS		30
EXECUTIVE COMPENSATION		33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		33
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		35
REPORTS TO SECURITY HOLDERS		37
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES		37
FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted.

PART I

PROSPECTUS SUMMARY

The following is only a summary of the information, financial statements and the notes included in this Prospectus. You should read the entire Prospectus carefully, including “Risk Factors” and our Financial Statements and the notes to the Financial Statements before making any investment decision. Unless the context indicates or suggests otherwise, the terms “Company”, “we,” “our” and “us” means Code Green Apparel Corp.

Principal Offices

Our corporate headquarters is located at 31642 Pacific Coast Highway, Suite 102, Laguna Beach, CA 92651.

Our Business

Code Green Apparel Corp. (“Code Green” or the “Company”) was incorporated in Nevada on December 11, 2007 under the name Fluid Solutions, Inc. On May 6, 2009, Fluid Solutions, Inc. acquired all of the outstanding capital stock of GS Wyoming in exchange for 100,669,998 shares of its common stock pursuant to an Exchange Agreement dated May 6, 2009 with that corporation and its shareholders. On May 18, 2009, Fluid Solutions, Inc. changed its name to “Gold Standard Mining Corp.” and effected a 3.3-to-1 forward stock split. On July 17, 2012, Gold Standard Mining Corp. changed its name to J.D. Hutt Corporation as it sought to engage in opportunities outside of mining and natural resource exploration. From that time, and for a period of nearly two years, the Company’s operations consisted of seeking other opportunities. On April 26, 2014, and with the appointment of George Powell as its CEO and Sole Director, the Company officially changed its business model to offer eco-friendly corporate apparel primarily constructed from recycled textiles. To better reflect the Company’s change in business direction, the Company officially changed its name to Code Green Apparel Corp. on May 15, 2015.

The Company is engaged in the business of manufacturing, selling, marketing and outfitting companies of all sizes and industries with eco-friendly apparel made from recycled textiles. The corporate apparel market encompasses a wide variety of apparel products and accessories ranging from customized uniforms to caps, t-shirts and aprons. We believe that many of these companies are actively seeking ways to incorporate being more environmentally friendly into their company and would entertain mandating that all uniforms be manufactured from recycled fabrics. As all of our products are eco-friendly, our strategy is to emphasize the sustainability features while at the same time providing our products at market competitive rates.

Our Stock

Although our common stock is traded on the OTC Markets Group, Inc., current information tier or “Pink”, under the symbol “CGAC”, there is currently no public market for our common stock.

Penny Stock Rules

Our common stock will be considered a “penny stock”, and subject to the requirements of Rule 15g-9, promulgated under the Securities Exchange Act of 1934, as amended. “Penny stock” is generally defined as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock.

The required penny stock disclosures include the required delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market. In addition, various state securities laws impose restrictions on transferring "penny stocks" and as a result, investors in the common stock may have their ability to sell their shares of the common stock impaired.

The Offering

Common stock offered by selling stockholders	44,308,609 shares of common stock. This number represents 11.93 (%) percent of our current outstanding common stock as of April 11, 2016.
Common stock outstanding before the offering	371,349,646 common shares as of April 11, 2016.
Common stock outstanding after the offering	371,349,646 shares.
Terms of the Offering	The selling stockholders will determine when and how they will sell the common stock offered in this prospectus. The selling stockholders intend to dispose of the shares at a fixed price of $0.037 per share until such time as our shares are quoted on the OTCQB and thereafter at prevailing market prices or privately negotiated prices.
Trading Market	Although our common stock is traded on the OTC Markets Group, Inc., current information tier or “Pink”, under the symbol “CGAC”, there is currently no public market for our common stock.
Use of proceeds	We are not selling any shares of the common stock covered by this prospectus.
Need for Additional Financing:	We believe that we may need to raise additional capital in the future.
Risk Factors	An investment in our common stock involves a high degree of risk. You should carefully consider the risk factors set forth under “Risk Factors” on page 5 and the other information contained in this prospectus before making an investment decision regarding our common stock.

SUMMARY FINANCIAL INFORMATION

The following is a summary of our financial information and is qualified in its entirety by our unaudited financial statements as of December 31, 2015 and 2014.

Balance Sheet Data

	DECEMBER 31, 2015		DECEMBER 31, 2014
ASSETS

Cash	$	32,205	$	10,009
Inventory		199,324		—
Prepaid expenses		33,387		—
Fixed assets, net		1,574		2,024

TOTAL ASSETS	$	266,490	$	12,033

LIABILITIES

Accounts payable	$	161,473	$	138,473
Accrued interest		77,608		33,777
Convertible debts payable, net of discount of $23,082 and $-0-		439,418		673,500
Derivative liability		824,468		200,337

TOTAL LIABILITIES		1,502,967		1,046,087

STOCKHOLDERS’ DEFICIT

Preferred A stock, par value $0.001 per share, Authorized – 1,000 shares, Issued and outstanding – 1,000 and -0- shares, respectively		1		—
Preferred B stock, par value $0.001 per share, Authorized – 200,000 shares, Issued and outstanding – 40,000 and -0- shares, respectively		40		—
Common stock, par value $0.001 per share, Authorized – 500,000,000 shares, Issued and outstanding – 346,439,646 and 252,952,540 shares, respectively		346,440		252,953

Additional paid-in capital		10,050,497			8,564,025
Accumulated deficit		(11,633,455	)		(9,851,032	)

TOTAL STOCKHOLDERS’ DEFICIT		(1,236,477	)		(1,034,054	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	266,490		$	12,033

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus may contain forward-looking statements. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs and other information that is not historical information. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “continue,” “seek” or the negative of these terms or other comparable terminology or by discussions of strategy.

All forward-looking statements, including, without limitation, our examination of historical operating trends, are based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and beliefs, but they are inherently uncertain. We may not realize our expectations and our beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements.

We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Except as required by applicable law, including the securities laws of the U.S. and the rules and regulations of the Securities and Exchange Commission, we do not plan to publicly update or revise any forward-looking statements after we distribute this prospectus, whether as a result of any new information, future events or otherwise. Consequently, forward-looking statements should be regarded solely as our current plans, estimates and beliefs. Potential investors should not place undue reliance on our forward-looking statements. Before investing in our common stock, investors should be aware that the occurrence of any of the events described in the “Risk Factors” section and elsewhere in this prospectus could have a material adverse effect on our business, results of operations, financial condition, cash flows, customer relationships and value of our proprietary products. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

RISK FACTORS

An investment in these securities involves an exceptionally high degree of risk and is extremely speculative in nature. Following are what we believe are all the material risks involved if you decide to purchase shares in this offering.

The risks described below are the ones we believe are most important for you to consider. These risks are not the only ones that we face. If events anticipated by any of the following risks actually occur, our business, operating results or financial condition could suffer and the price of our common stock could decline.

Risks Relating To Our Business

WE HAVE RECEIVED A GOING CONCERN OPINION FROM OUR AUDITORS AND WE ARE CURRENTLY OPERATING AT A LOSS, WHICH RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have received a “Going Concern” opinion from our auditors. Although we are currently conducting operations, the Company has not generated any revenue since inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.

WE NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS. IF WE FAIL TO OBTAIN ADDITIONAL CAPITAL WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN.

The Company has limited cash on hand since we have negative working capital of $1,236,477 as of December 31, 2015. The Company will require additional funding in order to finance the full development of its business plan. If the Company is unable to raise the funds necessary, the Issuer may have to delay the implementation of its business plan. The Company does not have any alternate arrangements for financing and can provide no assurance that it will be able to obtain the required financing when needed.

IT IS LIKELY THAT WE WILL NEED TO SEEK ADDITIONAL FINANCING THROUGH SUBSEQUENT FUTURE PRIVATE OFFERING OF OUR SECURITIES.

Because the Company does not currently have any financing arrangements, and may not be able to secure favorable terms for future financing, the Company may need to raise capital through the sale of its common stock. The sale of additional equity securities will result in dilution to our stockholders.

BECAUSE WE HAVE A LIMITED OPERATING HISTORY, WE FACE A HIGH RISK OF BUSINESS FAILURE.

The Company has a limited operating history upon which to base an evaluation of its business and prospects. The Company’s business and prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in an early stage of development, particularly companies in competitive and unpredictable industries like the apparel and uniform industry. As a result of the Company’s limited operating history, it is difficult to accurately forecast net profits and management has limited historical financial data upon which to base planned operating expenses.

IF THE COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS REMAINING TO DISTRIBUTE TO OUR SHAREHOLDERS.

In the event of the dissolution of the Company, the proceeds realized from the liquidation of our assets, if any, will be used primarily to pay the claims of our creditors, if any, before there can be any distribution to the shareholders. In that case, the ability of equity investors to recover all or any portion of their investment will depend on the amount of funds realized and the claims to be satisfied therefrom.

IF WE ARE FORCED TO INCUR UNANTICIPATED COSTS OR EXPENSES, WE MAY HAVE TO SUSPEND OR CEASE OUR ACTIVITIES ENTIRELY WHICH COULD RESULT IN A TOTAL LOSS OF YOUR INVESTMENT.

Because we are a small business, with limited assets, we are not in a position to bear unanticipated costs and expenses. If we have to make changes in our structure or are faced with circumstances that are beyond our ability to afford, we may have to suspend or cease our activities entirely which could result in a total loss of your investment.

WE DEPEND ON KEY PERSONNEL TO MANAGE OUR BUSINESS EFFECTIVELY AND THEY MAY BE DIFFICULT TO REPLACE .

The Company’s performance substantially depends on the efforts and abilities of its management team and key employees. Furthermore, much of the Company’s success is based on the expertise, experience and know-how of its key personnel regarding the sourcing of sustainable textiles and the overall apparel industry. The loss of key employees could have a negative effect on the Issuer’s business, revenues, results of operations and financial condition.

KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE ABILITY OF THE COMPANY TO CONTINUE ITS DEVELOPMENT.

Because we are almost entirely dependent on the efforts of our officer and director, George Powell, his departure or the loss of other key personnel in the future, could have a material adverse effect on our business. We do not maintain key man life insurance on Mr. Powell. On April 26, 2014 we signed an employment agreement with Mr. Powell. The agreement continues in effect until either party provides the other of written notice of their intent to terminate the arrangement. As such, Mr. Powell may terminate his employment with us at any time for any reason.

BECAUSE OUR OFFICER AND DIRECTOR OWNS 1,000 SHARES OF SERIES A PREFERRED STOCK, HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.

Mr. Powell, our officer and director, owns 1,000 shares of Series A Preferred Stock. As the holder of these preferred shares, he has the power to vote on all shareholder matters (including, but not limited to at every meeting of the stockholders of the Corporation and upon any action taken by stockholders of the Company with or without a meeting) equal to fifty-one percent (51%) of the total vote. Accordingly, he will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. Mr. Powell may be able to influence the authorization of additional stocks. The issuance of common stock may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock. The interests of Mr. Powell may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders.

THE RECENTLY ENACTED JOBS ACT WILL ALLOW US TO POSTPONE THE DATE BY WHICH WE MUST COMPLY WITH CERTAIN LAWS AND REGULATIONS AND TO REDUCE THE AMOUNT OF INFORMATION PROVIDED IN REPORTS FILED WITH THE SEC. WE CANNOT BE CERTAIN IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO “EMERGING GROWTH COMPANIES” WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.

We are and we will remain an "emerging growth company" until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (iv) the date on which we are deemed a "large accelerated filer" (with at least $700 million in public float) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). For so long as we remain an "emerging growth company" as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" as described in further detail in the risk factors below. We cannot predict if investors will find our common stock less attractive because we will rely on some or all of these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. If we avail ourselves of certain exemptions from various reporting requirements, as is currently our plan, our reduced disclosure may make it more difficult for investors and securities analysts to evaluate us and may result in less investor confidence.

THE COMPANY'S ELECTION NOT TO OPT OUT OF JOBS ACT EXTENDED ACCOUNTING TRANSITION PERIOD MAY NOT MAKE ITS FINANCIAL STATEMENTS EASILY COMPARABLE TO OTHER COMPANIES.

Pursuant to the JOBS Act, as an “emerging growth company”, the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the Public Company Accounting Oversight Board (PCAOB) or the SEC. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an “emerging growth company”, can adopt the standard for the private company. This may make comparison of the Company's financial statements with any other public company which is not either an “emerging growth company” nor an “emerging growth company” which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

THE RECENTLY ENACTED JOBS ACT WILL ALSO ALLOW THE COMPANY TO POSTPONE THE DATE BY WHICH IT MUST COMPLY WITH CERTAIN LAWS AND REGULATIONS INTENDED TO PROTECT INVESTORS AND TO REDUCE THE AMOUNT OF INFORMATION PROVIDED IN REPORTS FILED WITH THE SEC.

The recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. The Company meets the definition of an “emerging growth company” and so long as it qualifies as an “emerging growth company,” it will, among other things:

·	be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

be exempt from the "say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd–Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers;

·	be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934, as amended and instead provide a reduced level of disclosure concerning executive compensation; and

·	be exempt from any rules that may be adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

Although the Company is still evaluating the JOBS Act, it currently intends to take advantage of all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. The Company has elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that the Company's independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of the Company's internal control over financial reporting so long as it qualifies as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an “emerging growth company”, the Company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely affected.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

Risks Relating To Our Industry

WE ARE SUBJECT TO INTENSE AND SIGNIFICANT COMPETITION WITHIN OUR INDUSTRY, WHICH MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

We are subject to significant competition that could harm our ability to win business and increase price pressure on our products. The uniform sales industry is highly competitive. The principal methods of competition in the industry are quality of service and price. We face strong competition from a wide variety of firms, including large, firms. Leading competitors include Aramark Corporation, Cintas Corporation and G&K Services, Inc. The remainder of the market is divided among hundreds of smaller businesses, many of which serve one or a limited number of markets or geographic service areas. We compete with businesses that focus on selling uniforms and other related items. Most of these businesses possess substantially greater financial and other resources than we do. Additionally, our larger competitors are able to devote greater resources to manufacturing and selling their products. Certain competitors operate larger facilities and have longer operating histories and presence in key markets, greater name recognition and larger customer bases. As a result, these competitors may be able to adapt more quickly changes in customer requirements. They may also be able to devote greater resources to the promotion and sale of their products. Moreover, we may not have sufficient resources to undertake the continuing research and development necessary to remain competitive. We may also face increased competition due to the entry of new competitors. This competition would likely have an adverse effect on our results of operations and force us to curtail or abandon our current business plan.

OUR BUSINESS MAY BE ADVERSELY AFFECTED BY NATIONAL, REGIONAL OR INDUSTRY SPECIFIC ECONOMIC SLOWDOWNS.

National, regional or industry specific economic slowdowns, as well as events or conditions in a particular area, such as adverse weather and other factors, may adversely affect our operating results. In addition, increases in interest rates that may lead to a decline in economic activity, while simultaneously resulting in higher interest expense to us under our credit facility, may adversely affect our operating results.

ECONOMIC AND BUSINESS CONDITIONS AFFECTING OUR CUSTOMER BASE COULD NEGATIVELY IMPACT OUR SALES AND OPERATING RESULTS.

We may supply uniform services to many industries that are subject to one or more of shifting employment levels, changes in worker productivity, uncertainty regarding the impacts of rehiring and a shift to offshore manufacturing. Economic hardship among a customer base could cause customers to reduce work forces, restrict expenditures or even cease to conduct business, all of which could reduce the number of employees utilizing our uniform services, which would negatively affect our sales and results of operations.

Risks Related To This Offering

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

Once our S-1 Registration Statement becomes effective, in order for us to remain in compliance with our on-going reporting requirements, we will require additional capital and/or future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to further capitalize the company or generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all. There will be ongoing costs and expenses for SEC reporting, including the general booking and accounting costs for the preparation of the financial quarterlies (10Qs) and annual filings (10Ks), and auditor’s fees. Further, there will be processing costs in preparing and converting documents and disclosures through the EDGAR filing system, including certain cost for the new language XBRL that will be required as part of the EDGAR filing. As such, there will be cost relating to the filing of all and any reporting of material changes in the company through the 8-K’s, S-8 registrations, disclosure Forms 3, 4 and 5, and any other SEC filing requirement in the corporate governance of a reporting issuer to the SEC. We estimate that these costs could result up to $75,000 per year initial ongoing costs that would need to be included in the financing of the company.

INVESTING IN OUR COMPANY IS HIGHLY SPECULATIVE AND COULD RESULT IN THE ENTIRE LOSS OF YOUR INVESTMENT.

Purchasing the offered shares is highly speculative and involves significant risk. The offered shares should not be purchased by any person who cannot afford to lose their entire investment. Our business objectives are also speculative, and it is possible that we would be unable to accomplish them. Our shareholders may be unable to realize any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.

WE MAY ISSUE ADDITIONAL SHARES OF COMMON STOCK OR DERIVATIVE SECURITIES THAT WILL DILUTE THE PERCENTAGE OWNERSHIP INTEREST OF OUR EXISTING SHAREHOLDERS AND MAY DILUTE THE BOOK VALUE PER SHARE OF OUR COMMON STOCK AND ADVERSELY AFFECT THE TERMS ON WHICH THE COMPANY MAY OBTAIN ADDITIONAL CAPITAL.

Our authorized capital consists of 1,000,000,000 shares of common stock par value $0.001 per share and 10,000,000 shares of preferred stock $0.001 par value per share. The Board of Directors has the authority, without action by or vote of our shareholders, to issue all or part of the authorized shares of common stock for any corporate purpose, including for the conversion or retirement of debt. We are likely to seek additional equity capital in the future as we develop our business and expand our operations. Any issuance of additional shares of common stock or derivative securities, such as convertible promissory notes, will dilute the percentage ownership interest of our shareholders and may dilute the book value per share of our common stock. Additionally, the exercise or conversion of derivative securities could adversely affect the terms on which the Company can obtain additional capital. Holders of derivative securities are most likely to voluntarily exercise or convert their derivative securities when the exercise or conversion price is less than the market price for the underlying common stock. Holders of derivative securities will have the opportunity to profit from any rise in the market value of our common stock or any increase in our net worth without assuming the risks of ownership of the underlying shares of our common stock. It is possible that, due to additional share issuances, you could lose a substantial amount, or all, of your investment.

Our Board of Directors may attempt to use non-cash consideration to satisfy obligations, which would likely consist of restricted shares of our common stock. Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares of common stock. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management.

Some investors favor companies that pay dividends, particularly in general downturns in the stock market. We have not declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings for funding growth, and we do not currently anticipate paying cash dividends on our common stock in the foreseeable future. Because we may not pay dividends, your return on this investment likely depends on selling our stock at a profit.

SHARES OF OUR COMMON STOCK ARE "PENNY STOCKS”.

At all times when the current market price per share of our common stock is less than $5.00, our shares of common stock will be considered "penny stocks" as defined in the Securities Exchange Act of 1934, as amended. As a result, an investor may find it more difficult to dispose of or obtain accurate quotations as to the price of the shares of our common stock being issued under this prospectus. In addition, the penny stock rules adopted by the Securities and Exchange Commission under the Exchange Act would subject the sale of shares of our common stock to regulations which impose sales practice requirements on broker-dealers. For example, broker-dealers selling penny stocks must, prior to effecting the transaction, provide their customers with a document which discloses the risks of investing in penny stocks.

Furthermore, if the person purchasing penny stocks is someone other than an accredited investor, as defined in the Securities Act, or an established customer of the broker-dealer, the broker-dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker-dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in penny stocks. Accordingly, the SEC's rules may limit the number of potential purchasers of shares of our common stock. Moreover, various state securities laws impose restrictions on transferring penny stocks, and, as a result, investors in our common stock may have their ability to sell their shares impaired.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of Securities' laws; (iii) contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and significance of the spread between the "bid" and "ask" price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form (including language, type, size and format), as the Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in penny stock, the customer (i) with bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. If any of the Company's securities become subject to the penny stock rules, holders of those securities may have difficulty selling those securities. Stockholders should be aware that, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

(i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

(ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

(iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons;

(iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and

(v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.

RESTRICTIONS ON THE USE OF RULE 144 BY FORMER SHELL COMPANIES MAY AFFECT SHAREHOLDERS ABILITY TO SELL THEIR SHARES PUBLICLY.

Historically, the SEC staff had taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were shell companies. The SEC has codified and expanded this position by prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition if certain conditions are met. As a result, it is likely if we do not meet those conditions then, resale will not be available pursuant to Rule 144.

FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA") SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT YOUR ABILITY TO BUY AND SELL OUR COMMON STOCK, WHICH COULD DEPRESS THE PRICE OF OUR SHARES.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements may make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

USE OF PROCEEDS

We will not receive any proceeds from the sale of common stock by the selling stockholders. All of the net proceeds from the sale of our common stock will go to the selling stockholders as described below in the sections entitled “Selling Stockholders” and “Plan of Distribution”. We have agreed to bear the expenses relating to the registration of the common stock for the selling stockholders.

DILUTION

The shares offered for sale by the selling stockholders are already outstanding and, therefore, do not contribute to dilution.

SELLING STOCKHOLDERS

The following table sets forth the names of the selling stockholders, the number of shares of common stock beneficially owned by the selling stockholders, the number of shares of common stock which may be offered for sale pursuant to this prospectus by such selling stockholders, the number of shares beneficially owned by such selling stockholders after the offering, and the percentage ownership after the offering. Because the selling stockholders may sell all or part of the shares of common stock offered hereby, the following table assumes that all shares offered under this prospectus will be sold by the selling stockholders. The offered shares of common stock may be offered from time to time by each of the selling stockholders named below. However the selling stockholders are under no obligation to sell all or any portion of the shares of common stock offered, neither are the selling stockholders obligated to sell such shares of common stock immediately under this prospectus.

Name of Selling Stockholders	Number of Shares Beneficially Owned Prior to Offering	Percentage of Outstanding Shares Owned Prior to Offering (1)	Number of Shares Offered Pursuant to This Prospectus	Number of Shares Beneficially Owned After the Offering (2)	Percentage of Outstanding Shares to Be Owned After the Offering (1)
Chris Margaritas	7,066,666	1.90%	400,000	6,666,666	1.80%
Demetrios Tataridas	1,666,666	*	833,333	833,333	*
Eric H. Scheffey	35,000,000	9.43%	35,000,000	*	*
Eric Rose	1,562,500	*	781,250	781,250	*
Niko Kabylafkas	4,806,168	1.29%	1,332,159	3,474,009	*
Patrick A Langlais	291,666	*	291,666	-	*
Pete Contos	3,604,752	*	1,802,376	1,802,376	*
Sam Hitman	2,083,333	*	1,041,667	1,041,667	*
Steve Kabylafkas	3,806,166	1.02%	982,158	2,824,008	*
Themistocles Papadimitropoulos	4,610,000	1.24%	1,844,000	2,766,000	*

(1)	Based on 371,349,646 outstanding shares of common stock as of April 11, 2016, and assuming no other sales or issuances of common stock by the Company.

(2)	Assumes all shares offered for sale are sold by the selling stockholder.

* Denotes less than 1%.

PLAN OF DISTRIBUTION

Following this registration statement becoming effective, the selling stockholders may from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions will be at fixed price of $0.037 per share until such time as our shares are quoted on the OTCQB and thereafter at prevailing market prices or privately negotiated prices.

Our shares of common stock offered hereby by the selling stockholders may be sold from time to time by such stockholders, or by pledges, donees, transferees and other successors in interest thereto. These pledgees, donees, transferees and other successors in interest will be deemed “selling stockholders” for the purposes of this prospectus. Our shares of common stock may be sold:

on one or more exchanges or in the over-the-counter market (including the OTCQB); or

in privately negotiated transactions.

The shares may also be sold in compliance with Rule 144 of the Securities Act, after the end of the applicable holding periods, as then in effect, so long as Rule 144(i) is satisfied.

The selling stockholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agents or acquire the common stock as principals. The selling stockholders and any broker-dealers or agents, upon completing the sale of any of the shares offered in this prospectus, may be deemed to be "underwriters" as that term is defined under the Securities Act, the Exchange Act and the rules and regulations of such acts.

Any broker or dealer participating in such transactions as agent may receive a commission from the selling stockholders, or if they act as agent for the purchaser of such common stock, from such purchaser. The selling stockholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling stockholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling stockholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker’s or dealer’s commitment to the selling stockholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. If applicable, the selling stockholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. We can provide no assurance that all or any of the common stock offered will be sold by the selling stockholders.

We are bearing all costs relating to the registration of the common stock. The selling stockholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling stockholders must comply with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, in the offer and sale of the common stock. In particular, during such times as the selling stockholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and we have informed them that they may not, among other things:

	1.	engage in any stabilization activities in connection with the shares;
	2.	effect any sale or distribution of the shares until after the prospectus shall have been appropriately amended or supplemented, if required, to describe the terms of the sale or distribution; and
	3.	bid for or purchase any of the shares or rights to acquire the shares or attempt to induce any person to purchase any of the shares or rights to acquire the shares, other than as permitted under the Securities Exchange Act of 1934.

DESCRIPTION OF SECURITIES

The Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”) authorize us to issue (a) 1,000,000,000 shares of Common Stock, par value $0.001 per share, of which, 371,349,646 shares are issued and outstanding as of the date of this prospectus, and (b) 10,000,000 shares of Preferred Stock, $0.001 par value per share, of which 1,000 Series A Preferred Shares and 40,000 Series B Convertible Preferred shares are issued or outstanding as of the date of this prospectus.

Common Stock

Holders of Common Stock are entitled to one vote for each share on all matters submitted to a vote of shareholders. Holders of Common Stock do not have cumulative voting rights. Holders of Common Stock are entitled to share in all dividends that the Board of Directors, in its discretion, declares from legally available funds. In the event of our liquidation, dissolution or winding up, subject to the preferences of any shares of Preferred Stock which may then be authorized and outstanding, each outstanding share entitles its holder to participate in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock.

Holders of Common Stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions for the Common Stock. The rights of the holders of Common Stock are subject to any rights that may be fixed for holders of Preferred Stock, when and if any Preferred Stock is authorized and issued. All outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable.

Preferred Stock

Our articles of incorporation authorized the issuance of up to 10,000,000 shares of Preferred Stock in one or more series with such designations, voting powers, if any, preferences and relative, participating, optional or other special rights, and such qualifications, limitations and restrictions, as are determined by resolution of our Board of Directors.

Series A Preferred :

On May 20, 2015, the Company filed a Certificate of Designation that authorized the issuance of up to one thousand (1,000) shares of a new series designated “Series A Preferred Stock,” and established the rights, preferences and limitations thereof. The Holders of the Series A Preferred Stock will have the voting rights as described in this Section 4 or as required by law. For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the Holders thereof, voting separately as a class, shall have the right to vote on all shareholder matters (including, but not limited to at every meeting of the stockholders of the Corporation and upon any action taken by stockholders of the Corporation with or without a meeting) equal to fifty-one percent (51%) of the total vote.

There are no rights to dividends, liquidation preferences or conversion rights associated with the Series A Preferred Stock.

Series B Convertible Preferred :

On December 7 th , 2015, the Company filed a Certificate of Designation that authorized the issuance of up to two hundred thousand (200,000) shares of a new series designated “Series B Convertible Preferred Stock,” and established the rights, preferences and limitations thereof. The Series B Convertible Preferred Stock have an original issue price and liquidation preference (pro rata with the common stock) of $10.00 per share. The Series B Convertible Preferred Stock provides the holders thereof the right to convert such shares of Series B Convertible Preferred Stock into common stock on a 100-for-one basis, provided that no conversion can result in the conversion of more than that number of shares of Series B Convertible Preferred Stock, if any, such that, upon such conversion, the aggregate beneficial ownership of the Company’s common stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of any such holder and all persons affiliated with any such holder as described in Rule 13d-3 is more than 4.99% of the Company’s common stock then outstanding (the “Maximum Percentage”). For so long as any shares of the Series B Convertible Preferred Stock remain issued and outstanding, the holders thereof are entitled to vote that number of votes as equals the number of shares of common stock into which such holder’s aggregate shares of Series B Convertible Preferred Stock are convertible, subject to the Maximum Percentage.

Dividends

We have not declared dividends since our inception. Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Anti-Takeover Effects of Our Articles of Incorporation and Bylaws

We are governed by the Nevada Revised statutes (referred to as the “NRS”). Our articles of incorporation and bylaws do not permit cumulative voting in the election of directors. Cumulative voting allows a stockholder to vote a portion or all of the stockholder’s shares for one or more candidates for seats on the board of directors. Without cumulative voting, a minority stockholder may not be able to gain as many seats on our board of directors as the stockholder would be able to gain if cumulative voting were permitted. The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat on our board of directors to influence our board’s decision regarding a takeover or otherwise.

Nevada Anti-Takeover Statute

We have elected not to be governed by Section 78.378 to 78.3793 of the NRS or Section 78.411 to 78.444 of the NRS which impose additional requirements regarding acquisitions of a controlling interest, mergers and other business combinations.

Limitations of Liability and Indemnification

Our articles of incorporation and bylaws provide that we will indemnify our directors and officers, and other agents, to the fullest extent permitted by the NRS, which prohibits our articles of incorporation from limiting the liability of our directors for the following:

· any breach of the director’s duty of loyalty to us or to our stockholders;

· acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

· unlawful payment of dividends or unlawful stock repurchases or redemptions; and

· any transaction from which the director derived an improper personal benefit.

If Nevada law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Nevada law, as so amended. Our articles of incorporation will not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Nevada law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our bylaws, we will also be empowered to purchase insurance on behalf of any person whom we are required or permitted to indemnify.

In addition to the indemnification required in our articles of incorporation and bylaws, we may enter into indemnification agreements with our current director and executive officer. These agreements may provide for the indemnification of such persons for all reasonable expenses and liabilities, including attorneys’ fees, judgments, fines, and settlement amounts, incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We may also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

Listing

Shares of our common stock are quoted on OTC Markets Group, Inc. market under the symbol “CGAC”.

Transfer Agent and Registrar

The name and address of the Company’s Transfer Agent:

American Registrar & Transfer Co.

342 East 900 South

Salt Lake City, UT 84111

(801)-363-9065

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The McGeary Law Firm, P.C. located at 1600 Airport Fwy., Suite 300, Bedford, Texas 76022 will pass on the validity of the common stock being offered pursuant to this registration statement.

The financial statements of Code Green Apparel Corp., a Nevada corporation, included in this Prospectus and elsewhere in the registration statement have been audited by K. Brice Toussaint, C.P.A. who is a certified public accountant, to the extent and for the periods set forth in our report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

INFORMATION WITH RESPECT TO CODE GREEN APPAREL CORP.

DESCRIPTION OF BUSINESS

The Company was incorporated in Nevada on December 11, 2007 under the name Fluid Solutions, Inc. On May 6, 2009, Fluid Solutions, Inc. acquired all of the outstanding capital stock of GS Wyoming in exchange for 100,669,998 shares of its common stock pursuant to an Exchange Agreement dated May 6, 2009 with that corporation and its shareholders. On May 18, 2009, Fluid Solutions, Inc. changed its name to “Gold Standard Mining Corp.” and effected a 3.3-to-1 forward stock split. On July 17, 2012, Gold Standard Mining Corp. changed its name to J.D. Hutt Corporation as it sought to engage in opportunities outside of mining and natural resource exploration. From that time, and for a period of nearly two years, the Company’s operations consisted of seeking other opportunities. On April 26, 2014, and with the appointment of George Powell as its CEO and Sole Director, the Company officially changed its business model to offer eco-friendly corporate apparel primarily constructed from recycled textiles. To better reflect the Company’s change in business direction, the Company officially changed its name to Code Green Apparel Corp on May 15, 2015.

Code Green reduces the environmental impact of the apparel industry by designing, manufacturing and distributing apparel products from eco-friendly and sustainable textiles. It supports both the uniform needs and sustainability initiatives of companies worldwide, by offering a complete line of recycled apparel in the form of T-shirts, hats, polo shirts, pants, shorts, aprons, jackets and accessories. In addition, the company fulfills recycled clothing needs for organizations of all sizes hosting promotional, fundraising and special events. Its apparel collection is also available to distributors and screen printers through its wholesale distribution channel.

Although the Company does not have any sales, the Company is currently manufacturing samples for potential customers and actively marketing its production and sourcing capabilities.

Sourcing, Manufacturing and Distribution

The Company currently purchases from a select number of vendors for the sourcing and manufacturing of its products. Through key relationships established by management spanning over 30 years, the Company has been able to gain access to those mills located overseas in Asia that can implement the closed loop production process as illustrated above. These vendors provide various services throughout the manufacturing process that include, but are not limited to, cutting, sewing, spinning, dyeing, and weaving. The Company is not dependent one vendor or contract manufacturer and, further, believes that there are several sources for its needed raw materials and contract manufacturers of its products available to the Company at competitive prices.

As the majority of the Company’s manufacturing needs are based on custom orders and with specific instructions, such as apparel type, design, logos, or colors, the Company has purchased, and will continue to purchase popular and frequently used items like hats and shirts to hold in inventory and to have readily available in order to fulfill smaller orders. However, customers the Company is seeking to attract are those with very large annual programs and that are very specific and detailed to fit their needs.

Process and Workflow

Once the Company has been introduced to an opportunity to bid on a specific workwear program, the Company receives what is known as a “tech pack” that includes all of the information and requirements surrounding that workwear program. This includes, but is not limited to, the type of garment or apparel, the fabric construction, sizing requirements, color options, and desired quantities. With this information, the Company is now able to determine which manufacturer to use in order to create samples through its manufacturing partners. The sample creation process is an extremely important and technical process and is the key component in securing both the order with the customer and selecting which manufacturer to fulfill an impending order.

As every order is specific to that customer, delivery and distribution of the final products vary on a case-by-case basis. Some customers will require that all finished goods be either shipped directly to their internal facilities or delivered to a 3 ^rd party fulfillment center as selected and identified by the customer. The Company does not currently operate its own warehouse or fulfillment center. The Company feels that at this stage in its development that the most efficient and economical strategy is to provide all required warehousing or distribution services through a Third Party Logistics provider. With numerous options for Third Party providers the Company can provide distribution services that are competitive in the market while allowing for control of overhead

Though the Company has not yet earned any revenues through the sale of its eco-friendly apparel programs, the Company has received initial commitments for products to be delivered in 2016. Additionally it is actively seeking to sell some of its internal inventory. The Company has been in receipt of a number of tech packs (as described above) for some potentially large custom apparel manufacturing programs. The Company has initiated designing and creating prototype and production samples in order to solidify these potential sales.

Target Market

According to the U.S. Department of Labor statistics, there are over 130 million people in the workforce. The summary of the North American Workwear Market Forecasts, estimates that 35 to 40 percent of employees are given some form of uniforms, or “workwear.” Furthermore, the workwear market in North America is likely to reach annual revenues of $14.5 billion in 2015. The entire workwear market consists of three distinct market segments: general workwear, corporate workwear and uniforms. The chart below illustrates revenues across these three segments.

Figure 1

Total Workwear and Uniforms Market: Breakup of Revenues and

Percent of Revenues by Product Type (North America), 2005-2015

Year	General Workwear		Corporate Workwear		Uniforms
Year
Revenues ($ Millions)	Revenues (%)	Revenues ($ Millions)	Revenues (%)	Revenues ($ Millions)	Revenues (%)
2005	6695	63.5	3220.4	30.6	621.2	5.9
2006	7021.1	63.5	3400	30.7	639.7	5.8
2007	7392.1	63.5	3598.4	30.9	653.6	5.6
2008	7426	63.6	3575.3	30.7	666.4	5.7
2009	7411.2	64	3492.4	30.2	673.6	5.8
2010	7511.2	64.1	3528.8	30.1	684	5.8
2011	7765.5	64.2	3635.3	30	697.6	5.8
2012	8068.5	64.1	3803.6	30.2	712.8	5.7
2013	8446.5	64.2	3990.8	30.3	728.4	5.5
2014	8860.5	64.1	4222.1	30.5	744.3	5.4
2015	9303.1	64	4466.7	30.8	760.5	5.2

Note: All figures are rounded; the base year is 2008. Source: Frost & Sullivan

The Three Types of Workwear

First is “General Workwear,” which is further broken down into blue and white workwear. Blue workwear is made up of clothes worn by trades people and workers in heavy industry and manufacturing. Generally, these clothes include coveralls, shirts, jackets, boiler suits, aprons, warehouse coats or overalls. White workwear is made up of clothes worn by employees in the healthcare and hospitality industries. Medical uniforms and chef’s white uniforms are the examples for this type.

The second market segment is the “Corporate Workwear/Imagewear,” which includes career wear and casual workwear. Career wear is made up of workwear used for office-based jobs and customer-facing airline workers. It’s also known as business clothing / business wear / corporate clothing. For men, the business wear includes shirts, trousers, jackets and blazers. For women, it ranges from skirts, trousers, jackets and blouses. The other portion of this segment is casual workwear, most frequently used in logistics and tourism. This type of clothing is typified by the T-shirt or polo shirt.

The third and final market segment is “Uniform.” This is any workwear issued to personnel in the uniformed public services, such as armed forces, law enforcement personnel and postal services employees.

Sustainably Driven Companies

The U.S. Green Building Council states that of the Fortune 500 companies, more than half have embraced the logic of adding a sustainability program to their entity. They are keen to recognize the potential gains derived from public acceptance of their brand name because of sustainability efforts. Businesses are also finding that sustainability is increasingly important in compliance areas, especially in environmental health and safety. And businesses are finding that shareholders and upper level executives are interested and want sustainability programs.

Given the high demand for both workwear and the rising sustainability practices across companies worldwide, Code Green Apparel is strategically positioned to significantly capitalize on this target market with its offering of sustainable work apparel.

Competition

As previously referenced, the overall “Workwear Market” is a well-established segment of the overall global apparel market. As such, there are numerous suppliers and manufacturers that market both “branded” and “private label” apparel programs within the workwear markets.

This is understandable because the extensive breadths of products that are classified as “workwear” require most companies to specialize in one part of the business or another. For instance, a company that specializes in Flame Resistant apparel may not be the best source for embellished logo golf shirts. As a result, some estimates place the actual number of manufacturing servicing this market segment to be approaching 1200 in number. Simple math will outline that the market itself is certainly sizable enough to support the numbers of competitors that participate in the overall “workwear” market.

The larger suppliers within the workwear market include:

· UniFirst

· Cintas

· Aramark

· G&K Services

These suppliers market a large volume of true “uniforms workwear” but they focus heavily on rental programs and offer an assortment of items that expend well beyond apparel. It is conceivable that Code Green Apparel could end up selling sustainable products to companies like these listed above for these rental programs.

More directly competitive to our business are suppliers that develop and market a sustainable alternative in apparel. Examples of market leaders in the sustainable market are:

· Loomstate

o Primarily markets 100% Organic Apparel

· Omno

o Focused on Hemp, Bamboo and Organic Apparel

· Enova

o Develops apparel from Regenerated Textiles.

Code Green is very well positioned to compete against suppliers like those listed above because Code Green will focus on leading the market in Recycled and Regenerated Fabrics. The creation of Recycled and Regenerated textiles involves capturing waste material from the production process (pre-consumer waste product) and reprocessing this waste material into a reusable state that allows for up-cycling the waste into first quality textiles.

Regenerated fabrics offer near cost neutral alternatives to traditional fabrics. The Company feels that the marketing of Regenerated fabrics will create positive but disruptive market dynamics due to massive water conservation, dramatic reductions in chemicals used in the agricultural process and the potential to divert billions of pounds of waste fabric away from landfills and incinerators through the reclamation and up-cycling of the waste material. The Company acknowledges a competitive niche market segment for organic cotton and other alternative fabrics such as hemp, but believes the limited durability and significant cost increases associated with these fabrics will limit their market penetration.

Competitive Advantages

Code Green Apparel is positioned to compete on every level, as it is customer centric and committed to out-servicing our competition. The Company is committed to developing and marketing specific market apparel that is produced from sustainable textiles. This is a unique market position. Code Green is primed to compete in the overall market because of our premise of marketing sustainable textiles over traditional textiles. Sustainable, regenerated fabrics are significantly less damaging to the global environment than traditional fabrications. Over the past decade or so, more eco-sensitive alternatives have been introduced into the market but due to sizable surcharges these products have experienced limited success. Fortunately, we are now able to market regenerated textile alternatives to traditional fabrics at near cost neutral price points. This positions Code Green to be the supplier of choice for any organization that is committed to true sustainability.

Historically, the general “Corporate Workwear” market has followed the lead of the better-known retail market. As a result, the suppliers to this general market have been followers, not leaders when it comes to innovation. The Company intends to lead the market with our intent to market sustainable regenerated textiles and consider this to be one of our key competitive advantages

Code Green is also proud to be a low overhead operation. Without the requirement to manage fleets of delivery trucks or to support massive support teams, Code Green can and will be responsive to its customers’ needs on every level. Another area we plan to keep operating costs in check is by using competitively priced third party logistics (3PL) operations – allowing us to focus on building profitable programs. Again, we consider this a competitive advantage because of both the flexibility and cost controls that are inherent in this operating method.

Code Green has already established key relationships with dedicated support teams in Asia that are poised to support product development.. Additionally, Code Green has the capability to produce product domestically if the customer demands or requires that to be an option.

The long history of low cost sourcing by our key executives combined with our vertical business model and extensive experience in the apparel market positions us to compete on a financial level as well. As evidence our ability to compete for business, in the market, we have secured initial commitments from multiple targeted customers that will be recorded as shipments in the fiscal year 2016.

Sales & Marketing Strategy

The most significant element of our marketing strategy is our commitment to sustainable textiles. Our regeneration process delivers top quality apparel that is constructed from “up cycled” pre-consumer production textile waste. That means we can make claim to the conservation of tremendous amounts of precious water insecticides, fertilizers and pesticides. It also means that we will account for dramatic reductions in textile waste that historically was disposed of by burying in landfills or burning in incinerators.

We have chosen to focus on “Workwear” – defined as “Corporate Wear, General Workwear, and Uniforms. Market research and personal experience indicate that this market can be less price sensitive that the traditional retail market and in spite of the breadth of the workwear market, the competition is not as severe.

“Sustainability” is being embraced by a growing number of major corporations that directly or indirectly provide for apparel and other textile products for their employees and customers. Many of these corporations have elevated their sustainability programs to a level of creating a Chief Sustainability Officer (CSO) for the corporation. We intend to target companies that have already publically announced sustainability programs and have assigned CSOs to their organizations. Code Green Apparel is positioned to be a market leader and a market creator in sustainability.

Our sales strategy will follow the same direction. We intend to work with key accounts that already support a sustainable position. Our sales execution will rely upon top-to-top selling efforts performed by both senior executives as well as sales professionals within the organization.

We will drive customers to Code Green through direct contact and through the use of dynamic social media marketing campaigns. We will utilize aggressive Search Engine Optimization (SEO) programs to drive potential customers to our website (www.codegreenapparel.com). We will continually update our website and incorporate it into the confirmation aspects of the selling efforts. Our website includes information we do not desire to incorporate by reference into this prospectus.

The global “Workwear” market conducts a number of conventions, trade shows and other industry events. We will participate in these industry specific events when we feel it will enhance our ability to reach certain market segments.

Finally, we will launch a dynamic public relations campaign that will feature our CEO on a variety of television networks and in numerous publications. Mr. Powell has deep media relationships and as previously appeared on television networks such as Fox News and Bloomberg TV.

Most importantly, as Code Green has progressed through the various registration and structural processes, we have also been targeting initial business partners. We are very happy to report that we have secured firm commitments from multiple accounts and will be initiating production against those commitments in the first quarter of 2016. In order to finance these initial production runs we will use a combination of customer financing (Letters of Credit and Advance Payments) as well as other traditional commercial debt financing (Purchase Order financing).

Employees

On April 26, 2014, the Company entered into an Employment Agreement with our CEO, George J. Powell, III. The Employment Agreement has no term and provides the CEO with an annual base salary of $180,000. Outside of the CEO, the Company does not have any employment agreements with its other employees, provided that its only other employee is its Chief Operating Officer, Thomas H. Witthuhn. However, we have engaged approximately five individuals who are involved in marketing, business development, product design, bookkeeping, and other administrative functions.

Government Regulations

The Company is bound by all normal regulations that are associated with general apparel and textile marketing companies. These regulations include, but are not limited to, FTC rules and regulations, local and state employment laws, product importation rules and regulations and common labeling requirements for finished products.

The Company is not subject to restrictive product regulation based specifically upon any Regenerating or Recycling processes for textiles. The Company believes its strategy to develop, produce and acquire all fabrications with third party suppliers will protect the Company from direct responsibility regarding local regulations in overseas markets. The Company will strive to assure its supplier base surpasses all social compliance thresholds.

Jumpstart Our Business Startups Act

In April 2012, the Jumpstart Our Business Startups Act ("JOBS Act") was enacted into law. The JOBS Act provides, among other things:

Exemptions for “emerging growth companies” from certain financial disclosure and governance requirements for up to five years and provides a new form of financing to small companies;

Amendments to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934, as amended;

Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings;

Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and

Exemption from registration by a non-reporting company of offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and exemption of such sales from state law registration, documentation or offering requirements.

In general, under the JOBS Act a company is an “emerging growth company” if its initial public offering ("IPO") of common equity securities was effected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an “emerging growth company” after the earliest of

(i)

the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more,

(ii)

the completion of the fiscal year of the fifth anniversary of the company's IPO;

(iii)

the company's issuance of more than $1 billion in nonconvertible debt in the prior three-year period, or

(iv)

the company becoming a "larger accelerated filer" as defined under the Securities Exchange Act of 1934, as amended.

The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.

Financial Disclosure. The financial disclosure in a registration statement filed by an “emerging growth company” pursuant to the Securities Act of 1933, as amended, will differ from registration statements filed by other companies as follows:

(i)

audited financial statements required for only two fiscal years (provided that “smaller reporting companies” such as the Company are only required to provide two years of financial statements);

(ii)

selected financial data required for only the fiscal years that were audited (provided that “smaller reporting companies” such as the Company are not required to provide selected financial data as required by Item 301 of Regulation S-K); and

(iii)

executive compensation only needs to be presented in the limited format now required for “smaller reporting companies”

However, the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company. Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs to include audited financial statements for its two most current fiscal years with no required tabular disclosure of contractual obligations.

The JOBS Act also exempts the Company's independent registered public accounting firm from having to comply with any rules adopted by the Public Company Accounting Oversight Board ("PCAOB") after the date of the JOBS Act's enactment, except as otherwise required by SEC rule.

The JOBS Act further exempts an “emerging growth company” from any requirement adopted by the PCAOB for mandatory rotation of the Company's accounting firm or for a supplemental auditor report about the audit.

Internal Control Attestation. The JOBS Act also provides an exemption from the requirement of the Company's independent registered public accounting firm to file a report on the Company's internal control over financial reporting, although management of the Company is still required to file its report on the adequacy of the Company's internal control over financial reporting.

Section 102(a) of the JOBS Act exempts “emerging growth companies” from the requirements in §14A(e) of the Securities Exchange Act of 1934 for companies with a class of securities registered under the Securities Exchange Act of 1934, as amended, to hold shareholder votes for executive compensation and golden parachutes.

Other Items of the JOBS Act. The JOBS Act also provides that an “emerging growth company” can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The JOBS Act also permits research reports by a broker or dealer about an “emerging growth company” regardless of whether such report provides sufficient information for an investment decision. In addition the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of research reports on the “emerging growth company’s” IPOs.

Section 106 of the JOBS Act permits “emerging growth companies” to submit registration statements under the Securities Act of 1933, as amended, on a confidential basis provided that the registration statement and all amendments thereto are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow “emerging growth companies” to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a roadshow.

Election to Opt Out of Transition Period. Section 102(b)(1) of the JOBS Act exempts “emerging growth companies” from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended, registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standard.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of the transition period.

DESCRIPTION OF PROPERTY

We currently lease a 1,290 square foot office space located at 31642 Pacific Coast Highway, Suite 102, Laguna Beach, CA 92651. Our lease term is 5 years and our monthly base rent is $3,438 per month. Management believes this facility is appropriate for our current needs. However, we do seek to expand at reasonable cost if our business required us to do so.

SHELL COMPANY STATUS

We believe we are a not a shell company as defined by Rule 405 of the Securities Act which defines the term “shell company” as a registrant, other than an asset-backed issuer, that has (1) No or nominal operations; and (2) Either: (i) No or nominal assets; (ii) Assets consisting solely of cash and cash equivalents; or (iii) Assets consisting of any amount of cash and cash equivalents and nominal other assets.

Likewise, we believe we are not a shell company pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), under which a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets.

Pursuant to Rule 144(i), securities issued by a current or former shell company that otherwise meet the holding period and other requirements of Rule 144 cannot be sold in reliance on Rule 144 until one year after the date on which the issuer filed current “Form 10 information” (as defined in Rule 144(i)) with the SEC reflecting that it ceased being a shell company, and provided that at the time of a proposed sale pursuant to Rule 144, the issuer has satisfied certain reporting requirements under the Exchange Act.

We believe the requirement to file Form 10 information has been satisfied by the filing of this registration statement on Form S-1.

LEGAL PROCEEDINGS

Other than the foregoing, there are no current, past, pending or threatened legal proceedings or administrative actions either by or against the issuer that could have a material effect on the issuer’s business, financial condition, cash flows, or operations.

On May 15, 2015, the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “Court") entered an Order Granting Approval of Settlement Agreement and Stipulation (the "Order") in the matter titled JPM Capital Advisors, LLC ("JPM") v. J.D Hutt Corporation. The Order and the Stipulation for Settlement of Claims, dated May 13, 2015, between the Company and JPM (the "Stipulation"), provides for the full and final settlement of JPM’s $530,000 claim against the Company in connection with past due amounts in connection with consulting fees and a Convertible Promissory Note owed to JPM (the "Claim").

Pursuant to the terms of the Order and Stipulation, the Company is required to initially issue and deliver to JPM, in one or more tranches as necessary, shares of Common Stock sufficient to satisfy the Claim at a fifty percent (50%) discount to market and based on the market price during the preceding twenty (20) days and free of restrictive legend pursuant to Section 3(a)(10) of the Securities Act (the “Settlement shares”). Further, the Company issued to JPM on May 18, 2015 Five Million (5,000,000) shares of Common Stock free of restrictive legend pursuant to Section 3(a)(10) of the Securities Act as a settlement fee.

MARKET FOR COMMON EQUITY AND OTHER RELATED STOCKHOLDER MATTERS

Public Market for Common Stock

There is currently no public market for our Common Stock.

Holders

We had approximately 87 record holders of our common stock as of April 11, 2016, according to the books of our transfer agent. The number of our stockholders of record excludes any estimate by us of the number of beneficial owners of shares held in street name, the accuracy of which cannot be guaranteed.

Dividends

We have not declared a dividend on our common stock, and we do not anticipate the payment of dividends in the near future as we intend to reinvest our profits to grow our business. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, does prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

· we would not be able to pay our debts as they become due in the usual course of business; or

· our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

Except for historical information, the following Plan of Operation contains forward-looking statements based upon current expectations that involve certain risks and uncertainties. Such forward-looking statements include statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans, (e) our anticipated needs for working capital, (f) our lack of operational experience and (g) the benefits related to ownership of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Description of Business,” as well as in this Prospectus generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Prospectus will in fact occur as projected.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us on which to base an evaluation of our performance. Although we are currently conducting operations, the Company has not generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources. To become profitable and competitive, we must receive additional capital. We have no assurance that future financing will materialize. If that financing is not available we may be unable to continue operations.

The following discussion and analysis provides information which management believes is relevant for an assessment and understanding of the results of operations and financial condition. Expectations of future financial condition and results of operations are based upon current business plans and may change. The discussion should be read in conjunction with the audited financial statements and notes thereto.

Results of Operations

The following table presents the Company’s Statements of Operations for the years ended December 31, 2015 and 2014:

	2015			2014

Revenue, net	$	—		$	—

Operating expenses:
Selling, general and administrative		1,112,543			2,136,924
Total operating expenses		1,112,543			2,136,924

Loss from operations		(1,112,543	)		(2,136,924	)

Other income or (expense)		(669,800	)		(234,114	)

Net loss	$	(1,782,423	)	$	(2,371,038	)

Fiscal year ended December 31, 2015

Operating expenses

The Company incurred $1,112,543 in selling, general and administrative expenses for the year ended December 31, 2015, a $1,024,381 decrease from $2,136,924 incurred during the year ended December 31, 2014. Selling, general and administrative expenses consist of expenses the Company incurs during day to day operations.

During the year ended December 31, 2015 the Company incurred $11,613 of consulting expense which is a $39,987 decrease from the $51,600 incurred during the year ended December 31, 2014. Consulting expenses relate to the new line of business the Company is pursuing.

During the year ended December 31, 2015 the Company reported $273,495 of interest expense compared to $535,768 reported during the year ended December 31, 2014. The interest expense relates to the convertible debts issued during the year ended December 31, 2015 and 2014.

During the year ended December 31, 2015 the Company incurred $498,919 of legal, accounting and professional expense which is a $37,748 decrease from the $536,667 incurred during the year ended December 31, 2014. The main expense incurred related to an agreement entered into with a business advisor. The agreement calls for monthly payments of $2,500 in service fees along with the issuance of a $500,000 fully earned convertible debt that accrues interest at 8%. Legal, accounting and professional expense relates to the Company’s efforts to restate its filing status with the Securities and Exchange Commission.

During the year ended December 31, 2015 the Company incurred $114,007 of product development which is a $91,040 increase compared to $22,967 incurred during the year ended December 31, 2014. Product development expenses relate to the new line of business the Company is pursuing.

During the year ended December 31, 2015 the Company incurred $159,788 of travel expense which is a $101,981 increase from the $57,807 incurred during the year ended December 31, 2014. Travel expenses relate to the efforts by management to begin the new line of business.

During the year ended December 31, 2015, the Company recognized the intrinsic value of the convertible debt issuance in the amount of $227,746 as interest expense on the date of the issuance on December 3, 2015. This expense was increased by the $396,385 loss the Company recognized during the year ended December 31, 2015 as the result of the revaluation of the derivative liability.

During the year ended December 31, 2014, the Company recognized the intrinsic value of the convertible debt issuance in the amount of $500,842 as interest expense on the date of the issuance on May 1, 2014. This expense was offset by the $300,505 gain the Company recognized during the year ended December 31, 2014 as the result of the revaluation of the derivative liability.

During the year ended December 31, 2015, the Company recorded $180,000 of non-cash compensation related to the stock issuance to the Company’s CEO pursuant to an employment agreement. Additional non-cash compensation included $119,000 of common stock issued for services rendered by unrelated consultants.

During the year ended December 31, 2014, the Company recorded $1,412,110 of non-cash compensation related to the stock issuance to the Company’s CEO pursuant to an employment agreement.

Net loss

The Company had a net loss for the year ended December 31, 2015 of $1,782,423, a $588,615 decrease from $2,371,038 incurred during the year ended December 31, 2014. The increase in net loss was primarily due to the Company’s increase in its sales and marketing initiatives and other operational activities.

Liquidity and capital resources

The Company had an accumulated deficit at December 31, 2015 of approximately $11,600,000. The Company has incurred a loss of $1,782,423 in the year ended December 31, 2015 and has negative working capital of $559,552 as of December 31, 2015. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required and, ultimately, to attain profitable operations. Management’s plans to eliminate the going concern situation include, but are not limited to, the raise of additional capital through issuance of debt and equity, and improved cash flow management. Failure to raise additional capital or improve its performance in the next 12 months will cause the Company to significantly curtail its business activities and expansion plans within the next twelve months.

The Company has $32,205 in cash as of December 31, 2015 compared to $10,009 as of December 31, 2014 as a result of stock subscriptions and convertible debentures issued during the year ended December 31, 2015.

The Company is currently in default with one of its outstanding convertible promissory notes as issued to JPM Capital Advisors, LLC on May 1 st , 2014 in the amount of $500,000 and with a one-year maturity. The note is in default because the Company did not make full payment by the maturity date of May 1, 2015. The Company intends to meet this note obligation through either available cash and cash flows or through the conversion of the outstanding debt into shares of the Company’s common stock. Any additional issuances of common stock or convertible debt will result in dilution to the current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to meet our liability obligations or execute fully our plan of operations to expand our business, which could significantly and materially restrict our business operations. If additional capital is raised through the sale of additional equity or convertible debt, substantial dilution to our stockholders is likely to occur.

Convertible Notes

On May 1, 2014, the Company entered into an agreement with a business advisor. The agreement calls for monthly payments of $2,500 in service fees along with the issuance of a $500,000 fully earned convertible debt that accrues interest at 8%. During December 2015 the Company issued 25,000,000 shares of common stock in payment of $212,500 of principal on this convertible debt. At December 31, 2015 and December 31, 2014, $50,000 and $20,000 was owed in services fees, accrued interest was $65,581 and $26,849 and the outstanding convertible debt was $287,500 and $500,000, respectively.

During the year ended December 31, 2014, the Company issued $173,500 of convertible debts. The convertible debts carry interest at 10% per annum and are due in 24 months from the date of issuance, June 2016 through September 2016. The note holder has the option to convert into shares of the Company’s common stock after 180 days at 50% of the market price. Total outstanding convertible debt was $-0- and $173,500 at December 31, 2015 and December 31, 2014, respectively. The accrued interest on the convertible debt was $12,027 and $6,928 at December 31, 2015 and December 31, 2014, respectively.

During December 2015, the Company issued a convertible debt in the amount of $175,000. The convertible debt is due in one year and contains a prepayment penalty of $25,000. The remaining balance due at December 31, 2015 was $175,000.

Critical Estimates and Judgments

The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management evaluates its estimates and judgments, including those related to receivables and accrued expenses. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable based on the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates as to the appropriate carrying value of the Company’s intangible assets, the amount of stock compensation, and the amount of accrued liabilities that are not readily attainable from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the consolidated financial statements.

The discussion in this report contains forward-looking statements that involve risks and uncertainties. The Company’s future actual results may differ materially from the results discussed herein, including those in the forward-looking statements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Going Concern

Our independent auditors have added an explanatory paragraph to their audit opinion issued in connection with our financial statements. The Company had a deficit accumulated during the development stage of $11,633,455 at December 31, 2015 and had a net loss of $1,782,423 for the period then ended, with no revenue earned since inception.

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations in the normal course of business.

Significant Accounting Policies

Basis of Presentation and Going Concern

The Company has not generated revenues from operations. Since inception, it has incurred significant losses to date, and as of December 31, 2015, has an accumulated deficit of approximately $11,633,455. The Company’s ability to continue its operations is uncertain and is dependent upon its ability to implement a business plan sufficient to generate a positive cash flow and/or raise capital to fund its operations. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations in the normal course of business.

Unclassified Balance Sheet

The Company has elected to present an unclassified condensed balance sheet.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company's historical results as well as management's future expectations. The Company's actual results could vary materially from management's estimates and assumptions. Additionally, interim results may not be indicative of the Company’s results for future interim periods, or the Company’s annual results.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Stock Based Compensation

The Company from time to time issues shares of common stock for services. These issuances have been valued at the estimated fair market value of the services since its stock is thinly traded and the Company has raised minimal cash from sales of stock.

Disclosure about Fair Value of Financial Instruments

The Company estimates that the fair value of all financial instruments at December 31, 2015 and 2014 do not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes-Merton pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

The Company has determined that certain convertible debt instruments outstanding as of the date of these financial statements include an exercise price “reset” adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Stock (“ASC 815-40”). Certain of the convertible debentures have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period recorded in earnings as “Other income (expense) - gain (loss) on change in derivative liabilities.”

		Carrying Value	Fair Value Measurements Using Fair Value Hierarchy
			Level 1		Level 2			Level 3
Derivative liability – December 31, 2014	$	200,337	$	—	$	—	$	200,337
Derivative liability – December 31, 2015	$	824,468	$	—	$	—	$	824,46 8

The following table represents the Company’s derivative liability activity for the year ended:

Balance at December 31, 2014	$	200,337
Initial measurement at issuance date of the notes		227,746
Change in derivative liability during the year ended December 31, 2015		396,385
Balance December 31 2015	$	824,468

Net Income (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Any anti-dilutive effects on net income (loss) per share are excluded. The Company has no potentially dilutive securities outstanding as of the years ended December 31, 2015 and 2014.

Income Taxes

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

In assessing the recoverability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the periods in which temporary differences such as loss carry-forwards and tax credits become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment and ensuring that the deferred tax asset valuation allowance is adjusted as appropriate.

Recent Pronouncements

In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on our condensed financial statements or disclosures.

Emerging Growth Company

Section 107 of the JOBS Act provides that an ”emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

DIRECTORS, EXECUTIVE OFFICER AND CONTROL PERSONS

The following table sets forth the names and ages of our current directors and executive officers. Also the principal offices and positions with us held by each person and the date such person became our directors and executive officers. Our executive officers were appointed by our Board of Directors. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. There are no family relationships among our directors, and executive officer.

Name	Age	Position	Date

George J. Powell	63	Director, Chief Executive Officer, Interim Chief Financial Officer, and Secretary	April 26, 2014
Thomas H. Witthuhn	61	Director and Chief Operating Officer	January 12, 2016

Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.

George Powell – Director, President and CEO

Mr. Powell has been a Director and Chief Executive Officer of the Company since April 2014. Prior to being appointed President and CEO of Code Green Apparel, George Powell acted as the Founder and CEO of The Renewed Group, Inc. from 2009 through 2014. With over thirty years in the apparel industry, he recognized the need for necessary change across the global textile industry through the introduction of sustainable textiles and fabrics. His company successfully launched R.E.U.S.E Jeans, a premium denim brand that was featured in numerous publications and television networks. The Renewed Group had REUSE branded stores located in Dallas, TX and Laguna Beach, CA while also selling at wholesale to over 500 specialty retail stores across the United States.

From 2002 to 2009, Mr. Powell served as the Founder and CEO of TJ Sportswear, Inc., a company that he started offering a full array of services and strategies for factory-direct business development and from a multitude of countries around the globe. One of the major highlights for Mr. Powell was that TJ Sportswear was one of the first US companies to import product directly from Vietnam, post the normalization treaty with Vietnam. During his tenure, TJ Sportswear supplied over $150 million of denim and sportswear to the JCPenney Purchasing Corporation and who were responsible for distributing the goods through their 1200 store locations. Prior to TJ Sportswear and from 2000 – 2002, Mr. Powell was recruited to serve as President of Opex USA in 2000 and with the mission to lead the successful development of a Bangladesh-centered production company. The i nternational expertise he developed throughout his career was of significant value to the company as he led the effort to synergistically blend the needs of key US retailers with the production capabilities of the Bengali facilities.

From 1992 to 2000, Mr. Powell served as Senior Vice President of Corporate Accounts with Synergy Sportswear where he directly oversaw all aspects of product development and sales of private branded apparel to JCPenney. His efforts and leadership during his tenure with Synergy Sportswear grew the business to over $20 million per year while developing an extensive sourcing and production network within the Asian markets. Previous to his position with Synergy Sportswear, Mr. Powell served from 1990 through 1992 as the VP of Corporate Accounts with Zeppelin Sportswear, a position that saw him merchandise and manage the sales of a growing Y oung M en’s S portswear collection through a variety of national accounts and that produced an average of $10 million per year in revenues. Prior to his time with Zeppelin Sportswear and between the years of 1979 through 1989, Mr. Powell held a variety of positions within JCPenney: Assistant Buyer of soft and hard home furnishing areas (1979-1981), Corporate Buyer of men’s swimwear (1981-1982), Corporate Buyer for Women’s Collection (1983-1984), Corporate Buyer for men’s and boy’s shorts and swimwear (1985-1986), Corporate Buyer, Brand Development, Sourcing Manager for private brands (1986-1989). His long tenure with JCPenney built the critical foundation that launched his long and impressive career in the apparel industry.

Mr. Powell graduated with an AS and BS degree from the University of Maryland in 1975. While still attending college, he was recruited by the United States government and subsequently worked at the FBI Headquarters in Washington, DC from 1974 through 1978.

Thomas H Witthuhn – Director and COO

Thomas Witthuhn was appointed Director and Chief Operating Officer of Code Green Apparel Corp in January 2016. He is recognized for his achievements both domestically and abroad throughout his career that spans over 30 years within the retail, textile and apparel markets.

From 2010 to 2015 Mr. Witthuhn served as CEO and majority owner of Avani Activewear. Avani is an “athleisure” inspired brand that leveraged a “Made in USA” positioning to deliver great fitting and great performing active apparel. The Avani brand was successfully marketed online through major US department stores, sports specialty stores and in well over 750 independent specialty stores. From May 2014 through April 2015 Mr. Witthuhn also served as CEO of Global Fashion Technologies Inc.

From 2007 to 2009 Mr. Witthuhn served as CEO of Delta Galil USA. During his tenure at Delta Galil USA, Mr. Witthuhn orchestrated a financial turnaround for this $200M plus intimate apparel company. This exhaustive process included overhead reduction, improved corporate communications, new product launches, and operational system improvements.

From 1998 to 2007 Mr. Witthuhn served on the senior management team at Fruit of the Loom. After building a $100M private label division, Mr. Witthuhn was able to achieve the number one market share within the children’s licensed underwear category. Mr. Witthuhn was then promoted to SVP of International Operations and Global Licensing. In this role he opened an independent Fruit of the Loom subsidiary in mainland China and led an International Sourcing Team that imported over 200 million garments.

From 1996 to 1998 Mr. Witthuhn was SVP / GMM at Jockey International. In this role he led the launch of several new product lines (including Jockey Sport) and conducted corporate international sourcing. Directly prior to his tenure at Jockey International, Mr. Witthuhn worked as president of the US operations for TAL Ltd. While at TAL Ltd. Mr. Witthuhn built a $100M private label business and operated as president of B.D. Baggies (Men’s Sportswear Collection) and Hole-in-One Golf (Wilson Sporting Goods licensee).

From 1978 to 1996 Mr. Witthuhn started his career in retail at JCPenney, where as a Corporate Buyer in both the Men’s and Children’s Divisions he first leveraged the strong business disciplines that he learned through his hands on store operations experiences. Mr. Witthuhn studied marketing at Ripon College and the University of Wisconsin.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:


●	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
●	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
●	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
●	been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
●	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
●	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.

Term of Office

Our directors are elected for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Code of Ethics

We do not have a code of ethics that applies to our officers, employees and directors.

Corporate Governance

The business and affairs of the company are managed under the direction of our board. We have a board consisting of one member. In addition to the contact information in this annual report, each stockholder will be given specific information on how he/she can direct communications to the officers and our director of the corporation. All communications from stockholders are relayed to our board.

EXECUTIVE COMPENSATION

Summary Compensation

The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our Chief Executive Officer, President and Chairman for the periods ending December 31, 2015 and 2014, who is our only officer whose total compensation exceeded $100,000 for the periods indicated.

Name	Title	Year		Salary ($)			Bonus ($)			Stock Awards ($)	Option Awards ($)		All other Compensation ($)		Total ($)

George J. Powell, III	CEO, President and Chairman		2015	$	0	(1)	$	30,000	(2)	$180,000 (3)		—		—	$	210,000
			2014	$	0			—		$1,412,110 (4)		—		—	$	1,412,110

Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. None of our executive officers received any non-equity incentive plan compensation or nonqualified deferred compensation earnings during the periods presented. All stock and option awards are based on their fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.

(1)	Although Mr. Powell’s employment agreement provides for a salary of $180,000 per year, Mr. Powell has agreed to forgo and waive such salary until such time, if ever, as the Company has a level of operations sufficient to pay such salary.
(2)	On January 10, 2016, the Company issued 10,000,000 shares of its restricted common stock to its President and CEO, George J. Powell, III as a bonus in consideration for his efforts throughout the 2015 fiscal year. The shares had a fair market value of $30,000.
(3)	On May 22, 2015, Mr. Powell, received 1,000 shares of Series A Preferred Stock in lieu of his $180,000 salary as due to him under his employment agreement dated April 26, 2014.

(4)	Mr. Powell received these shares as equity compensation under the terms of his employment agreement and not as salary. The shares had a grant date fair value of $0.014 per share.

Employment Agreements

On April 26, 2014, the Company entered into an Employment Agreement with our CEO, George J. Powell, III. The Employment Agreement has a no term and provides the CEO with an annual base salary of $180,000, provided that Mr. Powell has agreed to forgo and waive such salary until such time, if ever, as the Company has a level of operations sufficient to pay such salary.

Stock Option Plan

We have not stock option plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock and preferred stock by (i) each person who is known by the Company to own beneficially more than five percent (5%) of our outstanding voting stock; (ii) each of our directors; (iii) each of our executive officers; and (iv) all of our current executive officers and directors as a group as of April 11, 2016.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities. These rules generally provide that shares of common stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of April 11, 2016, are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.

We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Unless otherwise indicated, the address for each of the officers and directors listed in the table below is 31642 Pacific Coast Highway, Ste 102, Laguna Beach, CA 92651.

Name and Address	Number of Shares of Common Stock Beneficially Owned	Percentage of Common Stock Beneficially Owned (1)	Number of Shares of Series A Preferred Stock Beneficially Owned	Percentage of Series A Preferred Stock Beneficially Owned (2)	Number of Shares of Series B Convertible Preferred Stock Beneficially Owned	Percentage of Series B Convertible Preferred Stock Beneficially Owned (3)	Total Voting Shares Beneficially Owned	Percent of Total Voting Shares (4)
Executive Officers and Directors
George J Powell III	89,115,016	24.0%	1,000 (5)	100%	-	-	494,908,478 (7)	62.2%
Thomas H. Witthuhn	10,000,000	2.7%	-	-	-	-	10,000,000	1.3%
All Executive Officers and Directors as a group (2 persons)	99,115,016	26.7%	1,000	100%	-	-	504,908,478	63.5%

Greater than 5% Stockholders
Dr. Eric H. Scheffey 1 Elm Street Denver, CO 80220	35,000,000	9.4%		-	65,000(6)	100%	53,530,347 (8)	6.7 %

(1) The percentage ownership shown in such table above is based upon the 371,349,646 common stock shares issued and outstanding as of April 11, 2016.

(2) The percentage ownership shown in such table above is based upon the 1,000 Series A Preferred Stock shares issued and outstanding as of April 11, 2016.

(3) The percentage ownership shown in such table above is based upon the 65,000 Series B Convertible Preferred Stock shares issued and outstanding as of April 11, 2016.

(4) The percentage ownership shown in such table above is based upon 795,673,455 total voting shares as of April 11, 2016, which includes 371,349,646 shares voted by the holders of the Company’s common stock, 18,530,347 shares voted by the holder of the Company’s Series B Convertible Preferred Stock (see footnote (6)), and 405,793,462 voting shares voted by the holder of the Company’s Series A Preferred Stock (see footnote (5)).

(5) For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to fifty-one percent (51%) of the total vote, which is equal to 405,793,462 voting shares, when including the voting rights of the common stock shareholders (371,349,646 shares) and the Series B Convertible Preferred Stock (18,530,347)(see footnote (6)).

(6) The Series B Convertible Preferred Stock provides the holder thereof the right to convert such shares of Series B Convertible Preferred Stock into common stock on a 100-for-one basis, provided that no conversion can result in the conversion of more than that number of shares of Series B Convertible Preferred Stock, if any, such that, upon such conversion, the aggregate beneficial ownership of the Company’s common stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of such holder and all persons affiliated with such holder as described in Rule 13d-3 is more than 4.99% of the Company’s common stock then outstanding (the “Maximum Percentage”). For so long as any shares of the Series B Convertible Preferred Stock remain issued and outstanding, the holders thereof are entitled to vote that number of votes as equals the number of shares of common stock into which such holder’s aggregate shares of Series B Convertible Preferred Stock are convertible, subject to the Maximum Percentage. Based on 371,349,646 outstanding shares of common stock as of April 11, 2016, the Series B Convertible Preferred Stock are eligible to be converted into and eligible to vote 18,530,347 voting shares.

(7) Includes the voting rights of the Series A Preferred Stock (see footnote (5)).

(8) Includes the voting rights of the Series B Convertible Preferred Stock (see footnote (6)).

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Except as discussed below or otherwise disclosed above under “Executive Compensation”, there have been no transactions over the last two fiscal years, and there is not currently any proposed transaction, in which the Company was or is to be a participant, where the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year end for the last two completed fiscal years, and in which any officer, director, or any stockholder owning greater than five percent (5%) of our outstanding voting shares, nor any member of the above referenced individual’s immediate family, had or will have a direct or indirect material interest.

Related Party Transactions

On April 8, 2013 a shareholder, Kalistratos Kabilafkas (also known as Kelly Kabilafkas), forgave $14,630 of unpaid debt and interest. Due to the related nature of the transaction this amount has been recorded as Additional Paid-in Capital.

On December 31, 2013 a shareholder forgave $49,975 Panteleimon Zachos (also known as Pantelis Zachos), of unpaid debt and interest. Due to the related nature of the transaction this amount has been recorded as Additional Paid-in Capital.

At December 31, 2013, the Company owed a shareholder Panteleimon Zachos (also known as Pantelis Zachos) $516,479.00 for advances and accrued interest. During the period of January 1, 2014 through October 13, 2014 Mr. Zachos advanced an additional $8,000 to the Company. On October 13, 2014, Mr. Zachos forgave the debt and interest in the amount of $524,479.

On April 26, 2014, the Company issued 100,865,016 shares of restricted common stock to its President, CEO and sole board member George J. Powell, III, in connection with his employment agreement, and in consideration for services rendered. The shares were valued at an aggregate of $1,412,000.

On October 13, 2014 a shareholder, Panteleimon Zachos (also known as Pantelis Zachos), forgave $524,479 of unpaid debt and interest. Due to the related nature of the transaction this amount has been recorded as Additional Paid-in Capital.

On April 2, 2015, the Company entered into a subscription agreement with a 3rd party investor, Dr. Eric Scheffey, to purchase 100,000,000 shares of the Company’s restricted common stock for an aggregate purchase price of $1,000,000 in cash and in accordance with the following investment schedule: $250,000 due on or about April 1, 2015, $250,000 due on or about July 1, 2015, $250,000 due on or about October 1, 2015, and $250,000 due on or about January 1, 2016. The agreement further allows for the investor to purchase an additional 100,000,000 shares for an additional $1,000,000 in cash at the investor’s sole discretion and in accordance with the following investment schedule: $500,000 due on or about July 1, 2016 and $500,000 due on or about October 1, 2016 (the “Subscription”). In the event Dr. Scheffey misses any of the aforementioned investment payments in accordance with the funding schedules, he will not be allowed to purchase any additional shares at the price of $.01 per share. However, Dr. Scheffey may elect to accelerate the purchase of the investment shares ahead of the proposed schedule at his sole discretion.

On April 2, 2015, the Company sold 25,000,000 shares of its common stock to Dr. Eric Scheffey, a minority shareholder, in connection with the Subscription (and the payment was due to the Company on April 1, 2015) and received $250,000.

On June 29, 2015, the Company sold 25,000,000 shares of its restricted common stock to Dr. Eric Scheffey in connection with the Subscription (and the payment was due to the Company on July 1, 2015) and received $250,000.

On September 28, 2015, the Company sold 25,000,000 shares of its restricted common stock to Dr. Eric Scheffey in connection with the Subscription (and the payment was due to the Company on October 1, 2015) and received $250,000.

On December 7, 2015, the Company entered into an Exchange Agreement (the “Exchange”) with its shareholder, Dr. Eric H. Scheffey, whereby Dr. Scheffey exchanged forty million (40,000,000) shares of the Company’s restricted common stock for 40,000 shares of the Company’s Series B Convertible Preferred Stock.

On December 7, 2015, the Company entered into a Subscription Agreement with its shareholder, Dr. Eric H. Scheffey, whereby Dr. Scheffey subscribed to purchase 125,000 shares of the Company’s restricted Series B Convertible Preferred Stock at a purchase price of $10 per share, or an aggregate price of $1,250,000, which funds Dr. Scheffey agreed to provide to the Company pursuant to a payment schedule as follows: $250,000 on or before January 1 st 2016, $500,000 on or before July 1 st 2016, and $500,000 on or before January 1 st 2017. This Subscription Agreement superseded and replaced the April 2, 2015 subscription agreement described above.

On January 4, 2016, the Company sold 25,000 shares of its restricted Series B Convertible Preferred Stock to Dr. Scheffey in connection with the Subscription Agreement as dated December 7, 2015 (the January 1, 2016 payment) and received $250,000.

On May 22, 2015, the Company issued to its CEO, George J. Powell, III, 1,000 shares of restricted Series A Preferred Stock in lieu of Mr. Powell’s 2014 salary, which shares were valued at $180,000.

On January 10, 2016, the Company issued 10,000,000 shares of its restricted common stock to its President and CEO, George J. Powell, III as a bonus in consideration for his efforts throughout the 2015 fiscal year. The shares had a fair market value of $30,000.

Director Independence

Currently, the Company does not have any independent directors serving on the board of directors. Further, at this time the Company does not have a policy that it’s directors or a majority be independent of management as the Company has at this time only three directors. It is the intention of the Company to implement a policy that a majority of the Board members be independent of the Company’s management as the members of the board of directors increases.

Review, Approval and Ratification of Related Party Transactions

We have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, directors and significant stockholders to date. However, all of the transactions described above were approved and ratified by our directors. In connection with the approval of the transactions described above, our directors took into account several factors, including their fiduciary duty to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.

We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification of our directors, or an appropriate committee thereof. On a moving forward basis, our directors will continue to approve any related party transaction based on the criteria set forth above.

REPORTS TO SECURITY HOLDERS

The Company is not a reporting company, and, therefore, we do not currently file reports with the SEC. We plan to file annual, quarterly, and current reports, and other information with the SEC, where applicable. The public may read and copy any materials filed with the Commission at the SEC's Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically at http://www.sec.gov . Additionally, the Company may make its reports available on our website at www.codegreenapparel.com.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549, under the Securities Act of 1933 a registration statement on Form S-1 of which this prospectus is a part, with respect to the common shares offered hereby. We have not included in this prospectus all the information contained in the registration statement, and you should refer to the registration statement and our exhibits for further information.

In the Registration Statement, certain items of which are contained in exhibits and schedules as permitted by the rules and regulations of the Securities and Exchange Commission. You should read this prospectus and any prospectus supplement together with the Registration Statement and the exhibits filed with or incorporated by reference into the Registration Statement. The information contained in this prospectus speaks only as of its date unless the information specifically indicates that another date applies.

You should rely only on the information contained in this prospectus. No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

INDEX TO FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm of K. Brice Toussaint	F-2

Balance Sheets at December 31, 205 and 2014	F-3

Statements of Operations for the year ended December 31, 2015 and 2014	F-4

Statements of Cash Flows for the year ended December 31, 2015 and 2014	F-5

Statements of Stockholders' Deficit for the year ended December 31, 2015 and 2014	F-6

Notes to Financial Statements for the year ended December 31, 2015 and 2014	F-7

F- 1

KBT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Code Green Apparel Corporation:

I have audited the accompanying balance sheets of Code Green Apparel Corporation, (the “Company”) as of December 31, 2015 and 2014 and the related statements of operations, stockholders' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. I was not engaged to perform an audit of its internal control over financial reporting. My 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, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Code Green Apparel Corporation as of December 31, 2015 and 2014 and the results of its operations and cash flows the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 6 to the consolidated financial statements, the Company has suffered losses from operations and negative cash flows from operations. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 6. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/K.Brice Toussaint

K. Brice Toussaint

Dallas TX

April 8, 2016

F- 2

CODE GREEN APPAREL CORP

BALANCE SHEETS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

	DECEMBER 31, 2015			DECEMBER 31, 2014
ASSETS

Cash	$	32,205		$	10,009
Inventory		199,324			—
Prepaid expenses		33,387			—
Fixed assets, net		1,574			2,024

TOTAL ASSETS	$	266,490		$	12,033

LIABILITIES

Accounts payable	$	161,473		$	138,473
Accrued interest		77,608			33,777
Convertible debts payable, net of discount of $23,082 and $-0-		439,418			673,500
Derivative liability		824,468			200,337

TOTAL LIABILITIES		1,502,967			1,046,087

STOCKHOLDERS’ DEFICIT

Preferred A stock, par value $0.001 per share, Authorized – 1,000 shares, Issued and outstanding – 1,000 and -0- shares, respectively		1			—
Preferred B stock, par value $0.001 per share, Authorized – 200,000 shares, Issued and outstanding – 40,000 and -0- shares, respectively		40			—
Common stock, par value $0.001 per share, Authorized – 500,000,000 shares, Issued and outstanding – 346,439,646 and 252,952,540 shares, respectively		346,440			252,953
Additional paid-in capital		10,050,497			8,564,025
Accumulated deficit		(11,633,455	)		(9,851,032	)

TOTAL STOCKHOLDERS’ DEFICIT		(1,236,477	)		(1,034,054	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	266,490		$	12,033

See notes to financial statements.

F- 3

CODE GREEN APPAREL CORP

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

	2015			2014

REVENUE, net	$	—		$	—

OPERATING EXPENSES
Selling, general and administrative		1,112,543			2,136,924

TOTAL OPERATING EXPENSES		1,112,543			2,136,924

LOSS FROM OPERATIONS		(1,112,543	)		(2,139,924	)

OTHER INCOME (EXPENSE)
Change in fair value of derivative		(396,385	)		300,505
Interest expense		(273,495	)		(534,619	)

TOTAL OTHER INCOME (EXPENSE)		(669,880	)		(234,114	)

LOSS BEFORE INCOME TAXES		(1,782,423	)		(2,371,038	)

Income tax expense		—			—

NET LOSS	$	(1,782,423	))	$	(2,371,038	)

NET LOSS PER COMMON SHARE
Basic and diluted	$	(0.01	)	$	(0.01	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted		310,575,705			221,704,960

See notes to financial statements.

F- 4

CODE GREEN APPAREL CORP

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2015

	Preferred B Stock				Preferred A Stock				Common Stock						Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Equity (Deficit)
Balance, December 31, 2014		—	$	—		—	$	—		252,952,540		$	252,953		$	8,564,025	$	(9,851,032	)	$	(1,034,054	)

Issuance of shares for cash		—		—		—		—		85,676,666			85,677			809,323		—			895,000

Issuance of shares for services		—		—		1,000		1		8,150,000			8,150			290,849		—			299,000

Issuance of shares for convertible debt		—		—		—		—		39,660,440			39,660			346,340		—			386,000

Exchange of shares		40,000		40		—		—		(40,000,000	)		(40,000	)		39,960		—			—

Net loss		—		—		—		—		—			—			—		(1,782,423	)		(1,782,423	)

Balance, December 31, 2015		40,000	$	40	$	1,000	$	1	$	346,439,646		$	346,440		$	10,050,497	$	(11,633,455	)	$	(1,236,477	)

See notes to financial statements.

F- 5

CODE GREEN APPAREL CORP

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,782,423	)	$	(2,371,038	)
Adjustments to reconcile net loss to net cash (used) provided by operating activities:
Loss on derivative revaluation		396,385			(300,505	)
Depreciation		450			225
Preferred A stock issued for services		180,000			—
Common stock issued for services		119,000			1,412,110
Amortization of debt discount		1,918
Non-cash interest expense		227,746			500,842
Non-cash compensation		—			500,000
Changes in operating assets and liabilities:
Inventory		(199,324	)		—
Prepaid expenses		11,613
Accounts payable		23,000			35,332
Accrued interest		43,831			33,777

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES		(977,804	)		(189,257	)

CASH FLOWS USED BY INVESTING ACTIVITIES:
Purchase of fixed assets		—			—

NET CASH USED BY INVESTING ACTIVITIES		—

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock		895,000			20,000
Proceeds from the issuance of convertible debt, net of fees		105,000			173,500
Proceeds from related party notes		—			8,000

NET CASH PROVIDED BY FINANCING ACTIVITIES		1,000,000			201,500

NET INCREASE (DECREASE) IN CASH		22,196			9,994

CASH AT THE BEGINNING OF THE PERIOD		10,009			15

CASH AT THE END OF THE PERIOD	$	32,205		$	10,009

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Interest paid	$	—		$	—
Taxes paid	$	—		$	—

See notes to financial statements.

F- 6

CODE GREEN APPAREL CORP

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION

Organization and Nature of Business

Code Green Apparel Corp, formerly known as Gold Standard Mining Corp. (the “ Company ”) was incorporated in Nevada on December 11, 2007 as Fluid Solutions, Inc. On May 6, 2009, Fluid Solutions, Inc. acquired all of the outstanding capital stock of Gold Standard Mining Corp., a Wyoming corporation (“ GS Wyoming ”), in exchange for 100,669,998 shares of its common stock pursuant to an Exchange Agreement dated May 6, 2009 with that corporation and its shareholders. Concurrently with the acquisition, Pantelis Zachos, its Chief Executive Officer and a director, tendered 59,400,000 shares of common stock back to Fluid Solutions, Inc. for retirement.

On May 18, 2009, Fluid Solutions, Inc. changed its name to “Gold Standard Mining Corp.” and effected a 3.3 to 1 forward stock split. This split has been retroactively reflected in these financial statements.

As of the date that the Company acquired GS Wyoming, GS Wyoming’s principal asset was an Exchange Agreement, dated February 9, 2009, pursuant to which GS Wyoming had agreed to acquire Rosszoloto Co. Ltd., a limited liability company organized under the laws of Russia (“ Rosszoloto ”), in a stock exchange. Rosszoloto is engaged in the business of gold mining in the Amur region of Russia near the border between Russia and China. The Company completed the acquisition of Rosszoloto in June 2010. The Company issued a total of 100,669,998 shares to the shareholders of GS Wyoming.

In the spring of 2011, during the course of preparation of financial statements of the Company, the Board of Directors concluded that the Company could not get the financial information regarding Rosszoloto necessary for the financial statements of the Company, including Rosszoloto, to be audited. Based on this, in May 2011, the Company rescinded the acquisition of Rosszoloto and has treated the transaction as never having occurred. In connection with such rescission, the Company received back 51,499,998 shares of its common stock that they issued to acquire GS Wyoming.

On July 17, 2012, Gold Standard Mining Corp. changed its name to J.D. Hutt Corporation as it sought to engage in opportunities outside of mining and natural resource exploration. From that time, and for a period of nearly two years, the Company’s operations consisted of seeking other opportunities. On April 26, 2014, and with the appointment of George Powell as its CEO and Director, the Company officially changed its business model to offer eco-friendly corporate apparel primarily constructed from recycled textiles. To better reflect the Company’s change in business direction, the Company officially changed its name to Code Green Apparel Corp on May 15, 2015.

The Company is a publicly held Nevada corporation, whose common stock trades on the OTC Market Group, Inc.’s Pink Sheets under the trading symbol, “CGAC.”

Basis of Presentation and Going Concern

The Company has not generated any revenues from operations since inception. Since inception, it has incurred significant losses to date, and as of December 31, 2015, has an accumulated deficit of approximately $11,600,000. The Company’s ability to continue its operations is uncertain and is dependent upon its ability to implement a business plan sufficient to generate a positive cash flow and/or raise capital to fund its operations.

Use of Estimates

F- 7

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Stock Based Compensation

Disclosure About Fair Value of Financial Instruments

Derivative Financial Instruments

Carrying Value

Fair Value Measurements
Using Fair Value Hierarchy

Level 1
Level 2 Level 3

Derivative liability – December 31, 2014 $ 200,337 $ — $ — $ 200,337

Derivative liability – December 31, 2015 $ 824,468 $ — $ — $ 824,46 8

Balance at December 31, 2014	$	200,337
Initial measurement at issuance date of the notes		227,746
Change in derivative liability during the year ended December 31, 2015		396,385
Balance December 31 2015	$	824,468

F- 8

Net Income (Loss) Per Share

Income Taxes

Recent Pronouncements

NOTE 2 CONVERTIBLE NOTES

Derivative Liability

On May 1, 2014, the Company secured $500,000 in the form of a convertible promissory note. The note bear interest at the rate of 8% until they mature, or until there is an event of default. The note matured on May 1, 2015. The holder has the option to convert any balance of principal and interest into common stock of the Company. The rate of conversion for these notes is calculated as the lowest of the 20 trading closing prices immediately preceding such conversion, discounted by 50%.

On December 3, 2015, the Company secured $175,000 in the form of a convertible promissory note. The note does not bear interest if there is an event of default. The note matures on December 3, 2016. The holder has the option to convert any balance of principal into common stock of the Company. The rate of conversion for these notes is calculated as the lowest of the 10 trading closing prices immediately preceding such conversion, discounted by 32.5%.

F- 9

Due to the variable conversion price associated with these convertible promissory notes, the Company has determined that the conversion feature is considered a derivative liability. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date.

The initial fair value of the embedded debt derivative of $500,842 and $227,746 was charged to current period operations as interest expenses. The fair value of the described embedded derivative was determined using the Black-Scholes Model with the following assumptions:

(1) risk free interest rate of	0.10%;
(2) dividend yield of	0%;
(3) volatility factor of	435%;
(4) an expected life of the conversion feature of	365 days, and
(5) estimated fair value of the company’s common stock of	$0.008 per share.

During the year ended December 31, 2015, the Company recorded the loss (gain) in fair value of derivative $396,385.

The following table represents the Company’s derivative liability activity for the year ended:

Balance at December 31, 2014	$	200,337
Initial measurement at issuance date of the notes		227,746
Change in derivative liability during the year ended December 31, 2015		396,385
Balance December 31, 2015	$	824,468

NOTE 3 STOCKHOLDERS’ EQUITY

On March 9, 2015, the Company issued 2,610,000 shares of its common stock in connection with a stock subscription agreement and received $25,000.

On April 3, 2015, the Company issued 25,000,000 shares of its common stock in connection with a stock subscription agreement and received $250,000.

On April 28, 2015, the Company issued 400,000 shares of its common stock in connection with a stock subscription agreement and received $10,000.

On May 15, 2015, the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “Court") entered an Order Granting Approval of Settlement Agreement and Stipulation (the "Order") in the matter titled JPM Capital Advisors, LLC ("JPM") v. J.D Hutt Corporation. The Order and the Stipulation for Settlement of Claims, dated May 13, 2013, between the Company and JPM (the "Stipulation"), provides for the full and final settlement of JPM’s $530,000 claim against the Company in connection with past due amounts in connection with consulting fees and a Convertible Promissory Note owed to JPM (the "Claim").

On June 9, 2015, the Company issued 1,000,000 shares of its common stock in connection with a stock subscription agreement and received $10,000.

On June 29, 2015, the Company issued 25,000,000 shares of its common stock in connection with a stock subscription agreement and received $250,000.

On September 5, 2015, the Company issued 6,666,666 shares of its common stock in connection with a stock subscription agreement and received $100,000.

F- 10

On September 28, 2015, the Company issued 25,000,000 shares of its common stock in connection with a stock subscription agreement and received $250,000.

During the year ended December 31, 2015, the Company issued 8,150,000 shares of common stock in payment of services received valued at $119,000.

During the year ended December 31, 2015, the Company issued 39,660,440 shares of common stock in payment of $386,000 of principal related to the convertible debt.

Preferred A Stock

On May 22, 2015, the Company designated a series of Preferred A Stock. The holders of the preferred A stock shall not be entitled to receive dividends paid on the Company’s common stock. The holders of the preferred A stock shall not be entitled to any liquidation preferences. The shares of the preferred A stock have no conversion rights. Following the third anniversary of the original issuance of the preferred A stock, the Company shall have the option to redeem any and all outstanding shares of the preferred A stock by paying the holders a redemption price of $100 per share.

On May 22, 2015, the Company issued 1,000 shares of its preferred A stock to its President in payment of services received valued at $180,000.

Preferred B Stock

On December 7, 2015, the Company designated a series of Preferred B Stock. The holders of the preferred B stock shall not be entitled to receive dividends paid on the Company’s common stock. The holders of the preferred B stock shall not be entitled to any liquidation preferences. The shares of the preferred B stock have no conversion rights. Following the third anniversary of the original issuance of the preferred B stock, the Company shall have the option to redeem any and all outstanding shares of the preferred B stock by paying the holders a redemption price of $40 per share.

On December 7, 2015, the Company issued 40,000 shares of its preferred B stock in exchange for 40,000,000 of common shares held by an unrelated investor.

NOTE 4 COMMITMENT

On December 15, 2015 the Company entered into a consulting agreement that extends through February 15, 2016. The Company paid $45,000 according to the agreement. Of this amount, $11,613 is including in the operating expenses for the year ended December 31, 2015 and $33,387 remains as prepaid expense at December 31, 2015.

NOTE 5 GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has had no revenues since inception. Since inception, it has incurred significant losses to date, and as of December 31, 2015, has an accumulated deficit of approximately $11,600,000. The Company’s ability to continue its operations is uncertain and is dependent upon its ability to implement a business plan sufficient to generate a positive cash flow and/or raise capital to fund its operations. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations in the normal course of business.

NOTE 6 SUBSEQUENT EVENTS

On January 10, 2016, the Company issued 10,000,000 shares of its restricted common stock to its newly appointed Director and COO, Thomas Witthuhn, as a signing bonus for his appointment to the Company’s board of directors. The shares had a fair market value of $30,000.

On January 10, 2016, the Company issued 5,000,000 shares of its restricted common stock to Anubis Capital Partners as a bonus and in consideration for strategic advisory services rendered throughout the 2015 fiscal year. The shares had a fair market value of $15,000.

F- 11

DEALER PROSPECTUS DELIVERY OBLIGATION

Until ninety (90) Days after the later of (1) the effective date of the registration statement or (2) the first date on which the securities are offered publicly, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. No expenses will be borne by the selling stockholders. All of the amounts shown are estimates, except for the SEC registration fee.

Securities and Exchange Commission registration fee	$	313.25
Accounting fees and expenses	$	8,5000.00	*
Legal fees and expenses	$	18,000.00	*
TOTAL	$	26,813.25	*

Estimates.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under our Bylaws, we may indemnify an officer or Director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. The Company may advance expenses incurred in defending a proceeding. To the extent that the officer or Director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or Director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to Directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The following list sets forth information regarding all unregistered securities sold by us since January 1, 2013 through the date of the prospectus that is a part of this registration statement (the "Prospectus").

Convertible Promissory Notes

On June 6, 2014, the Company sold a 10% interest bearing Convertible Promissory Note in the principal amount of $10,000 to Niko Kabylafkas. Pursuant to the terms of the convertible promissory note, the two year maturity date was June 6, 2016, however, the holder has the right to convert any portion of the principal and accrued interest after 180 days and at a 50% discount to the current market price at the time of conversion. The Convertible Promissory Note allowed the holder thereof the right to convert the outstanding amount of such note into common stock at the rate of 166.666 shares of common stock per dollar converted. The full balance of the note was converted into common stock on February 26, 2015, as discussed below under “Conversions of Convertible Securities”.

On June 9, 2014, the Company sold a 10% interest bearing Convertible Promissory Note in the principal amount of $10,000 to Steve Kabylafkas. Pursuant to the terms of the convertible promissory note, the two year maturity date was June 9, 2016, however, the holder has the right to convert any portion of the principal and accrued interest after 180 days and at a 50% discount to the current market price at the time of conversion. The Convertible Promissory Note allowed the holder thereof the right to convert the outstanding amount of such note into common stock at the rate of 166.666 shares of common stock per dollar converted. The full balance of the note was converted into common stock on February 26, 2015, as discussed below under “Conversions of Convertible Securities”.

On June 13, 2014, the Company sold a 10% interest bearing Convertible Promissory Note in the principal amount of $20,000 to Pete Contos. Pursuant to the terms of the convertible promissory note, the two year maturity date was June 13, 2016, however, the holder has the right to convert any portion of the principal and accrued interest after 180 days and at a 50% discount to the current market price at the time of conversion. The Convertible Promissory Note allowed the holder thereof the right to convert the outstanding amount of such note into common stock at the rate of 95.2381 shares of common stock per dollar converted. The full balance of the note was converted into common stock on February 26, 2015, as discussed below under “Conversions of Convertible Securities”.

On June 24, 2014, the Company sold a 10% interest bearing Convertible Promissory Note in the principal amount of $20,000 to Themistocles Papadimitropoulos. Pursuant to the terms of the convertible promissory note, the two year maturity date was June 24, 2016, however, the holder has the right to convert any portion of the principal and accrued interest after 180 days and at a 50% discount to the current market price at the time of conversion. The Convertible Promissory Note allowed the holder thereof the right to convert the outstanding amount of such note into common stock at the rate of 100 shares of common stock per dollar converted. The full balance of the note was converted into common stock on February 26, 2015, as discussed below under “Conversions of Convertible Securities”.

II- 1

On July 30, 2014, the Company sold a 10% interest bearing Convertible Promissory Note in the principal amount of $10,000 to Demitrios Tataridas. Pursuant to the terms of the convertible promissory note, the two year maturity date was July 30, 2016, however, the holder has the right to convert any portion of the principal and accrued interest after 180 days and at a 50% discount to the current market price at the time of conversion. The Convertible Promissory Note allowed the holder thereof the right to convert the outstanding amount of such note into common stock at the rate of 166.666 shares of common stock per dollar converted. The full balance of the note was converted into common stock on February 26, 2015, as discussed below under “Conversions of Convertible Securities”.

On July 21, 2014, the Company sold a 10% interest bearing Convertible Promissory Note in the principal amount of $3,500 to Patrick Langlais. Pursuant to the terms of the convertible promissory note, the two year maturity date was July 21, 2016, however, the holder has the right to convert any portion of the principal and accrued interest after 180 days and at a 50% discount to the current market price at the time of conversion. The Convertible Promissory Note allowed the holder thereof the right to convert the outstanding amount of such note into common stock at the rate of 83.333 shares of common stock per dollar converted. The full balance of the note was converted into common stock on April 1, 2015, as discussed below under “Conversions of Convertible Securities”.

On September 3, 2014, the Company sold a 10% interest bearing Convertible Promissory Note in the principal amount of $25,000 to Sam Hitman. Pursuant to the terms of the convertible promissory note, the two year maturity date was September 3, 2016, however, the holder has the right to convert any portion of the principal and accrued interest after 180 days and at a 50% discount to the current market price at the time of conversion. The Convertible Promissory Note allowed the holder thereof the right to convert the outstanding amount of such note into common stock at the rate of 83.333 shares of common stock per dollar converted. The full balance of the note was converted into common stock on April 6, 2015, as discussed below under “Conversions of Convertible Securities”.

On September 4, 2014, the Company sold a 10% interest bearing Convertible Promissory Note in the principal amount of $25,000 to Eric Rose. Pursuant to the terms of the convertible promissory note, the two year maturity date was September 4, 2016, however, the holder has the right to convert any portion of the principal and accrued interest after 180 days and at a 50% discount to the current market price at the time of conversion. The Convertible Promissory Note allowed the holder thereof the right to convert the outstanding amount of such note into common stock at the rate of 62.5 shares of common stock per dollar converted. The full balance of the note was converted into common stock on April 27, 2015, as discussed below under “Conversions of Convertible Securities”.

On September 16, 2014, the Company issued a 10% interest bearing Convertible Promissory Note in the principal amount of $50,000 to Barry Bridges. Pursuant to the terms of the convertible promissory note, the two year maturity date was September 16, 2016, however, the holder has the right to convert any portion of the principal and accrued interest after 180 days and at a 50% discount to the current market price at the time of conversion. The Convertible Promissory Note allowed the holder thereof the right to convert the outstanding amount of such note into common stock at the rate of 36.363 shares of common stock per dollar converted. The full balance of the note was converted into common stock on May 12, 2015, as discussed below under “Conversions of Convertible Securities”.

On December 3, 2015, the Company issued a 10% interest bearing Convertible Promissory Note in the principal amount of $150,000 to Beaufort Capital Partners LLC, a New York Limited Liability Company ("BCP"). In the event the Company repays the note prior to maturity, an additional $25,000 is due. Pursuant to the terms of the convertible promissory note, the one year maturity date is December 3, 2016 and the holder has the right, after the maturity date, to convert any portion of the principal amount thereof at a 32.5% discount to the lowest closing price within the fifteen (15) trading days prior to the date a Conversion Notice is submitted to the Company’s Transfer Agent. Events of default under the note include the Company’s failure to timely complete and file financial statements with OTC markets. The note is not convertible into common stock to the extent that the holder thereof would beneficially own more than 9.99% of the Company’s common stock upon such conversion, which limitation can be waived with 61 days prior written notice by the holder. The note also prohibits the conversion thereof into common stock totaling more than 4.99% of the Company’s common stock (9.99% if the Company is not a fully reporting company) at any time.

We claim an exemption from registration for the sale of such convertible notes pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), since the foregoing sales did not involve a public offering to the best of our knowledge the recipients were “accredited investors”, and because to the best of our knowledge, the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

II- 2

Sales of Securities

On September 22, 2014, the Company sold 400,000 shares of its restricted common stock to P. Contos, a minority shareholder, in consideration for $10,000 in cash.

On September 23, 2014, the Company sold 390,000 shares of its restricted common stock to T. Papadimitropoulos, a minority shareholder, in consideration for $10,000 in cash.

On March 10, 2015, the Company sold 2,610,000 shares of its restricted common stock to T. Papadimitropoulos, a minority shareholder in consideration for $25,000 in cash.

On March 31, 2015, the Company sold 400,000 shares of its restricted common stock to C. Margaritas, a minority shareholder, in consideration for $10,000 in cash.

On June 9, 2015, the Company sold 1,000,000 shares of its restricted common stock to P. Contos, a minority shareholder, in connection with a stock subscription agreement and received $10,000.

On September 5, 2015, the Company sold 6,666,666 shares of its restricted common stock to C. Margaritas in connection with a stock subscription agreement and received $100,000.

We claim an exemption from registration for the issuances and sales of such shares of restricted common stock pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the foregoing issuances did not involve a public offering, the recipients confirmed pursuant to subscription agreements that they were “accredited investors”, and because the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Transactions with Dr. Eric Scheffey

On April 2, 2015, the Company entered into a subscription agreement with a 3rd party investor, Dr. Eric Scheffey, to purchase 100,000,000 shares of the Company’s restricted common stock for an aggregate purchase price of $1,000,000 in cash and in accordance with the following investment schedule: $250,000 due on or about April 1, 2015, $250,000 due on or about July 1, 2015, $250,000 due on or about October 1, 2015, and $250,000 due on or about January 1, 2016. The agreement further allows for the investor to purchase an additional 100,000,000 shares for an additional $1,000,000 in cash at the investor’s sole discretion and in accordance with the following investment schedule: $500,000 due on or about July 1, 2016 and $500,000 due on or about October 1, 2016 (the “Subscription”). In the event Dr. Scheffey misses any of the aforementioned investment payments in accordance with the funding schedules, he will not be allowed to purchase any additional shares at the price of $.01 per share. However, Dr. Scheffey may elect to accelerate the purchase the investment shares ahead of the proposed schedule at his sole discretion.

On April 2, 2015, the Company issued 25,000,000 shares of its common stock to Dr. Eric Scheffey, a minority shareholder, in connection with the Subscription (and the payment was due to the Company on April 1, 2015) and received $250,000.

On September 28, 2015, the Company issued 25,000,000 shares of its restricted common stock to Dr. Eric Scheffey in connection with the Subscription (and the payment was due to the Company on October 1, 2015) and received $250,000.

On December 7, 2015, the Company entered into a Subscription Agreement with its shareholder, Dr. Eric H. Scheffey, whereby Dr. Scheffey subscribed to purchase 125,000 shares of the Company’s restricted Series B Convertible Preferred Stock at a purchase price of $10 per share, or an aggregate price of $1,250,000, which funds Dr. Scheffey agreed to provide to the Company pursuant to a payment schedule as follows: $250,000 on or before January 1 st 2016, $500,000 on or before July 1 st 2016, and $500,000 on or before January 1 st 2017. This Subscription Agreement replaced and superseded the Subscription described above.

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We claim an exemption from registration for the issuances and sales of such shares of restricted common stock pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the foregoing issuances did not involve a public offering, the recipient confirmed pursuant to the April 2015 subscription and December 2015 subscription agreements that he was an “accredited investor”, and because the recipient acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

We claim an exemption for the transactions undertaken pursuant to the Exchange pursuant to Section 3(a)(9) of the Securities Act, as the common stock was exchanged by us with our existing security holder in a transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

Securities Issued In Consideration for Services Rendered:

On April 6, 2015, the Company issued 150,000 shares of its restricted common stock to Pete Contos for various marketing related services rendered. The shares had a fair market value of $1,500.

On May 12, 2015, the Company issued 1,000,000 shares of its common stock to Niko Kabylafkas for marketing services rendered. The shares had a fair market value of $27,500.

On May 22, 2015, the Company issued to its CEO, George J. Powell, III, 1,000 shares of restricted Series A Preferred Stock in lieu of Mr. Powell’s 2014 salary, which shares were valued at $180,000.

On September 5, 2015, the Company issued 2,000,000 shares of its restricted common stock to Chinn Consulting in connection with a consulting agreement for marketing and advertising related services. The shares had a fair market value of $40,000.

We claim an exemption from registration for the issuances and sales of securities pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the foregoing issuances did not involve a public offering, the recipients were (a) “accredited investors”; (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, and/or (c) were officers or directors of the Company, and the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

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Conversions of Convertible Securities:

On February 26, 2015, Niko Kabylafkas converted the principal balance of his $10,000 convertible promissory note, dated June 6, 2014, into 1,666,666 shares of the Company’s restricted common stock.

On February 26, 2015, Steven Kabylafkas converted the principal balance of his $10,000 convertible promissory note, dated June 9, 2014, into 1,666,666 shares of the Company’s restricted common stock.

On February 26, 2015, Pete Contos converted the principal balance of his $20,000 convertible promissory note, dated June 13, 2014, into 1,904,762 shares of the Company’s restricted common stock.

On February 26, 2015, Themistocles Papadimitropoulos converted the principal balance of his $20,000 convertible promissory note, dated June 24, 2014, into 2,000,000 shares of the Company’s restricted common stock.

On February 26, 2015, Demitrios Tataridas converted the principal balance of his $10,000 convertible promissory note, dated July 30, 2014, into 1,666,666 shares of the Company’s restricted common stock.

On April 1, 2015, Patrick Langlais converted the principal balance of his $3,500 convertible promissory note, dated July 21, 2014, into 291,666 shares of the Company’s restricted common stock.

On April 6, 2015, Sam Hitman converted the principal balance of his $25,000 convertible promissory note, dated September 3, 2014, into 2,083,333 shares of the Company’s restricted common stock.

On April 27, 2015, Eric Rose converted the principal balance of his $25,000 convertible promissory note, dated September 4, 2014, into 1,562,500 shares of the Company’s restricted common stock.

On May 12, 2015, Barry Bridges converted the principal balance of his $50,000 convertible promissory note, dated September 16, 2014, into 1,818,181 shares of the Company’s restricted common stock.

We claim an exemption from registration afforded by Section 3(a)(9) of the Securities Act for the above conversions, as the securities were exchanged by the Company with its existing security holders exclusively in transactions where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

Transactions with JPM Capital Advisors, LLC

Pursuant to the terms of the Order and Stipulation, the Company is required to initially issue and deliver to JPM, in one or more tranches as necessary, shares of common stock sufficient to satisfy the Claim at a fifty percent (50%) discount to market and based on the market price during the preceding twenty (20) days and free of restrictive legend pursuant to Section 3(a)(10) of the Securities Act (the “Settlement shares”). Further, the Company issued to JPM on May 18, 2015 5,000,000 shares of common stock free of restrictive legend pursuant to Section 3(a)(10) of the Securities Act as a settlement fee.

On December 3, 2015, JPM Capital Advisors, LLC converted $100,000 of its convertible promissory note into 10,000,000 shares of the Company’s common stock. The shares were issued free of restrictive legend pursuant to Section 3(a)(10) of the Securities Act and pursuant to The Order and the Stipulation for Settlement of Claims, dated May 13, 2015, between the Company and JPM.

On December 15 th , 2015, JPM Capital Advisors, LLC converted $112,500 of its convertible promissory note into 15,000,000 shares of the Company’s common stock. The shares were issued free of restrictive legend pursuant to Section 3(a)(10) of the Securities Act and pursuant to The Order and the Stipulation for Settlement of Claims, dated May 13, 2015, between the Company and JPM.

We claim an exemption from registration for the issuance of the securities described above pursuant to Section 3(a)(10) of the Securities Act, which provides that securities are exempt from the registration requirement of Section 5 of the Securities Act, in the event that: (i) the securities are issued in exchange for a bona fide claim, (ii) the terms of the issuance and exchange are found by a court to be fair to those receiving shares, (iii) notice of the hearing is provided to those who receive shares and they are afforded the opportunity to be heard, (iv) the issuer advises the court prior to its hearing that it intends to rely on the exemption provided in Section 3(a)(10) of the Securities Act, and (v) there are no impediments to the appearance of interested parties at the hearing, all of which requirements were met in connection with the Order, Stipulation and Claim. Furthermore, the issuance and exchange of securities was approved, after a public hearing upon the fairness of the terms and conditions of the exchange, by the Court, which was authorized by law to grant such approval.

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ITEM 16. EXHIBITS

Exhibit Number	Description of Exhibits

3.1	Articles and Restated By-Laws	Previously filed by the Company on Form S-1 on August 4th, 2015, and incorporated by reference herein
3.2	Certificate of Designation of Series B Convertible Preferred Stock	Previously filed by the Company on Amended Form S-1 on January 29, 2016, as Exhibit 99.3, and incorporated by reference herein
5.1	Form of Attorney’s Opinion and Consent	Filed herewith

10.2	Form of Investor Subscription Agreement	Previously filed by the Company on Amendment Form S-1 on November 13, 2015, and incorporated by reference herein
10.2	Employment Agreement with George Powell	Previously filed by the Company on Amended Form S-1 on November 13, 2015, as Exhibit 99.2, and incorporated by reference herein
10.3	Investor Subscription Agreement for Series B Convertible Preferred Stock filed with the Secretary of State of Nevada on December 11, 2015	Previously filed by the Company on Amended Form S-1 on January 29, 2016, as Exhibit 99.4, and incorporated by reference herein
10.4	Exchange Agreement dated December 7, 2015 between the Company and Dr. Eric H. Scheffey	Previously filed by the Company on Amended Form S-1 on January 29, 2016, as Exhibit 99.5, and incorporated by reference herein
10.5	$150,000 Convertible Promissory Note dated December 3, 2015 between the Company and Beaufort Capital Partners, LLC .	Filed herewith
23.1	Consent of Independent Auditor	Filed herewith

ITEM 17. UNDERTAKINGS

The undersigned company hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

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(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”).

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the change in volume and price represents no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Directors, executive officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

(5) In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, executive officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, executive officer, or controlling person connected with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(6) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on 430B or other than prospectuses filed in reliance on Rule 430A shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Laguna Niguel, State of California, on April 11, 2016.

CODE GREEN APPAREL CORP.

By: /s/ George J. Powell, III

George J. Powell, III

Director, Chief Executive Officer (Principal Executive Officer),

Interim Chief Financial Officer (Principal Accounting/Financial Officer), and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George J. Powell, III	Director, Chief Executive Officer (Principal Executive Officer),	April 11, 2016
George J. Powell, III	Interim Chief Financial Officer (Principal Accounting/Financial Officer), and Secretary

/s/ Thomas H. Witthuhn	Director and Chief Operating Officer	April 11, 2016
Thomas H. Witthuhn

Code Green Apparel Corp. S-1/A

Exhibit 5.1

The McGeary Law Firm, P.C.

1600 Airport Fwy., Suite 300

Bedford, Texas 76022

(817)-282-5885

April 8, 2016

Board of Directors

Code Green Apparel Corp.

Pico Rivera, California

Re: Code Green Apparel Corp. Registration Statement on Form S-1

Dear Board of Directors:

I have been requested to issue my opinion as to the legal status of 44,308,609 common shares of Code Green Apparel Corp. (the “Company”) which are being registered on Form S-1 under the Securities Act of 1933, as amended, for sale by existing stockholders. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

I have, in connection with that request, examined the Articles of Incorporation as Amended and By-laws of the Company, and a draft of the proposed registration statement on Form S-1, reviewed other documents and conducted other investigations as I have deemed necessary and appropriate to establish a basis for the opinions set forth herein.

In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, and the authenticity of all documents submitted to me as originals or photo static copies. I have also assumed that signing parties have had the power, corporate or other, to sign any and all documents that bear their signatures. As to any facts material to the opinions expressed herein which I have not independently established or verified, I have relied upon statements and representations of officers and other representatives of the Company and others.

Based upon my examination of relevant documents and other inquiries made by me it is my opinion that Code Green Apparel Corp. is duly organized, validly existing and in good standing as a corporation under the laws of the State of Nevada. The 44,308,609 common shares to be offered and sold by existing stockholders pursuant to the Company's registration statement on Form S-1 are duly and validly authorized and issued, fully-paid and non-assessable common shares of the Company. Those 44,308,609 shares will continue, after they have been offered, sold and delivered after sale, by their existing registered owners pursuant to the aforesaid registration statement, to be validly authorized and issued, fully paid, and non-assessable common shares of the corporation.

I will be available to respond to any questions the Staff of the Securities and Exchange Commission or the Company, may have about the opinions expressed herein or the facts upon which they are based.

CONSENT

I hereby consent to the use of this opinion as an exhibit to the Registration Statement and in any amendment thereto, and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Sincerely,

Aaron D. McGeary

Code Green Apparel Corp. S-1/A

Exhibit 10.5

ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE

Face Amount: $175,000.00	December 3, 2015
Purchase Price: $150,000.00

FOR VALUE RECEIVED, Code Green Apparel Corp., a Nevada corporation (the “ Maker or Company ”), with its principal offices located at 4739 S. Durfee Ave., Pico Rivera, CA 90660 promises to pay to the order of BEAUFORT CAPITAL PARTNERS LLC (the “Payee”), upon the terms set forth below, the principal amount of One Hundred Fifty Thousand Dollars ($150,000.00) (this “Note”).

Payments .

(a)

The purchase price ($150,000.00) of this Note shall be due on December 3, 2016 or such later date as is agreed to in writing by the Payee (the “Maturity Date”), unless due earlier in accordance with the terms of this Note (see Section c below).

(b)

All overdue unpaid principal to be paid hereunder shall entail a late fee at the rate of 14% per annum (or such lower maximum amount of interest permitted to be charged under applicable law) which will accrue daily, from the date such principal is due hereunder through and including the date of payment.

(c)

Absent the occurrence of an Event of Default (unless such Event of Default is waived in writing by the Payee), the Maker may prepay this Note for a net payment of $175,000.00 at any time prior to December 3, 2016.

Payment .

(a)

Disbursement: If the Company is not current with its dues to its service providers, payments will be made to the Company’s Service Providers such as, but not limited to; their transfer agent, accounting/auditing Firm, and/or corporate attorney. Beaufort will make payments to these entities and deduct from the $150,000.00 to the Company if these entities are owed monies over $500.00 as of December 3, 2015. Payments shall be released in accordance to the enclosed Disbursement Memorandum. If applicable to the Disbursement Memorandum, subsequent payments may be subject to termination upon fifteen (15) days’ written notice to the Company.

Events of Default .

(a)

“ Event of Default ”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(i)

[Intentionally omitted];

(iii)

Maker or any of its subsidiaries shall fail to observe or perform any of their respective obligations owed to Payee under this Note or any other covenant, agreement, representation or warranty contained in, or otherwise commit any breach hereunder or in any other agreement executed in connection herewith and such failure or breach shall not have been remedied within ten days after the date on which notice of such failure or breach shall have been delivered;

(iv)

Maker or any of its subsidiaries shall commence, or there shall be commenced against Maker or any subsidiary, a case under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or Maker or any subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Maker or any subsidiary, or there is commenced against Maker or any subsidiary any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 60 days; or Maker or any subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or Maker or any subsidiary suffers any appointment of any custodian or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of 60 days; or Maker or any subsidiary makes a general assignment for the benefit of creditors; or Maker or any subsidiary shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or Maker or any subsidiary shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by Maker or any subsidiary for the purpose of effecting any of the foregoing;

(v)

Maker or any subsidiary shall default in any of its respective obligations under any other note or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of Maker or any subsidiary, whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable; or

(vi)

Maker shall (a) be a party to any Change of Control Transaction (as defined below), (b) agree to sell or dispose all or in excess of 33% of its assets in one or more transactions (whether or not such sale would constitute a Change of Control Transaction), (c) redeem or repurchase more than a de minimis number of shares of Common Stock or other equity securities of Maker or (d) make any distribution or declare or pay any dividends (in cash or other property, other than common stock) on, or purchase, acquire, redeem, or retire any of Maker’s capital stock, of any class, whether now or hereafter outstanding. “ Change of Control Transaction ” means the occurrence of any of: (i) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of effective control (whether through legal or beneficial ownership of capital stock of Maker, by contract or otherwise) of in excess of 33% of the voting securities of Maker, (ii) a replacement at one time or over time of more than one-half of the members of Maker’s board of DIRECTOR(S) which is not approved by a majority of those individuals who are members of the board of DIRECTOR(S) on the date hereof (or by those individuals who are serving as members of the board of DIRECTOR(S) on any date whose nomination to the board of DIRECTOR(S) was approved by a majority of the members of the board of DIRECTOR(S) who are members on the date hereof), (iii) the merger of Maker with or into another entity that is not wholly- owned by Maker, consolidation or sale of 33% or more of the assets of Maker in one or a series of related transactions, or (iv) the execution by Maker of an agreement to which Maker is a party or by which it is bound, providing for any of the events set forth above in (i), (ii) or (iii).

(vii)

Failure to complete the preparation and filing of the financial statements with OTC Markets. Beaufort must be notified seven (7) business days ahead of failure to complete the preparation and filing of the financial statements with OTC Markets in a timely manner. Failure to notify as stated above shall result in and immediate penalty of $ 1,200.00 which shall be applied to the principal amount owed.

(b)

If any Event of Default occurs (unless such Event of Default is waived in writing by the Payee), the full principal amount of this Note shall become, at the Payee’s election, immediately due and payable in cash. Commencing 5 days after the occurrence of any Event of Default that results in the acceleration of this Note, the interest rate on this Note shall accrue at the rate of 10% per annum, or such lower maximum amount of interest permitted to be charged under applicable law. The Payee need not provide and Maker hereby waives any presentment, demand, protest or other notice of any kind, and the Payee may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Payee at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

Section 4. Conversion .

(a)

(i) Holder’s Conversion Right. At any time after the Maturity Date until this Note is no longer outstanding, this Note, including interest and principal, shall be convertible into shares at a 32.5% discount from lowest closing price within the fifteen (15) days prior to a notice of conversion.

The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes to the Company until the entire amount of this Note has been satisfied.

The Company shall deliver any objection to any Notice of Conversion within TWO (2) Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. If the Company does not request the issuance of the shares underlying this Note after receipt of a Notice of Conversion within TWO (2) Business days following the period allowed for any objection, the Company shall be responsible for any differential in the value of the converted shares underlying this Note between the value of the closing price on the date the shares should have been delivered and the date the shares are delivered . In addition, if the Company fails to timely (within 72 hours, 3 business days), deliver the shares per the instructions of the Payee, if permitted under the rules and regulations of the Securities and Exchange Commission, free and clear of all legends in legal free trading form, the Company shall allow Payee to add two (2) days to the look-back (the mechanism used to obtain the conversion price along with discount) for each day the Company fails to timely (within 72 hours, 3 business days) deliver shares, on the next conversion.

The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Any Opinion Letter required to effectuate the issuance of the shares pursuant to this Paragraph4 (a) and the Notice of Conversion shall be provided and issued by BEAUFORT CAPITAL PARTNERS LLC. The parties hereby agree that the Payee will cover all reasonable legal costs associated with the issuance of the Opinion Letter to the Transfer Agent.

(ii)

[Intentionally omitted]

(iii)

Whenever the Set Price is adjusted pursuant to any of Section 4, the Company shall promptly mail to each Holder a notice setting forth the Set Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(iv)

If (A) the Company shall declare a dividend (or any other distribution) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Notes, and shall cause to be mailed to the Holders at their last addresses as they shall appear upon the stock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. Holders are entitled to convert Notes during the 20-day period commencing the date of such notice to the effective date of the event triggering such notice.

(v)

If, at any time while this Note is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Set Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Set Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new note consistent with the foregoing provisions and evidencing the Holder’s right to convert such note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes

or results in a Change of Control Transaction, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase the Note from the Holder for a purchase price, payable in cash within 5 trading days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the 200% of the remaining unconverted principal amount of this Note on the date of such request, plus all accrued and unpaid interest thereon, plus all other accrued and unpaid amounts due hereunder.

(b)

The Company covenants that it will at all times; reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of this Note.

(c)

Any and all notices or other communications or deliveries to be provided by the Holders hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth or such other address or facsimile number as the Company may specify for such purposes by notice to the Holders delivered in accordance with this Section. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile telephone number or address of such Holder appearing on the books of the Company, or if no such facsimile telephone number or address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 5:30 p.m. (New York City time), (ii) the date after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section later than 5:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

(d)

Notwithstanding anything to the contrary herein contained, the Holder may not convert this Note to the extent such conversion would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules promulgated thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock, including shares issuable upon such conversion and held by the Holder after application of this section. The provisions of this section may be waived by the Holder (but only as to itself and not to any other Holder) upon not less than 61 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

Negative Covenants . So long as any portion of this Note is outstanding, the Maker will not and will not permit any of its Subsidiaries to directly or indirectly, unless consented to in writing by the Payee:

amend its certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Payee;

No Waiver of Payee’s Rights . All payments of principal and interest shall be made without setoff, deduction or counterclaim. No delay or failure on the part of the Payee in exercising any of its options, powers or rights, nor any partial or single exercise of its options, powers or rights shall constitute a waiver thereof or of any other option, power or right, and no waiver on the part of the Payee of any of its options, powers or rights shall constitute a waiver of any other option, power or right. Maker hereby waives presentment of payment, protest, and all notices or demands in connection with the delivery, acceptance, performance, default or endorsement of this Note. Acceptance by the Payee of less than the full amount due and payable hereunder shall in no way limit the right of the Payee to require full payment of all sums due and payable hereunder in accordance with the terms hereof.

Modifications . No term or provision contained herein may be modified, amended or waived except by written agreement or consent signed by the party to be bound thereby.

Cumulative Rights and Remedies; Usury . The rights and remedies of Payee expressed herein are cumulative and not exclusive of any rights and remedies otherwise available under this. The election of Payee to avail itself of any one or more remedies shall not be a bar to any other available remedies, which Maker agrees Payee may take from time to time. If it shall be found that any interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall be reduced to the maximum permitted rate of interest under such law.

Use of Proceeds . Maker shall use the proceeds from this Note hereunder for general working capital purposes.

10.

Collection Expenses . If Payee shall commence an action or proceeding to enforce this Note, then Maker shall reimburse Payee for its costs of collection and reasonable attorney’s fees incurred with the investigation, preparation and prosecution of such action or proceeding.

11.

Severability . If any provision of this Note is declared by a court of competent jurisdiction to be in any way invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest.

12.

Successors and Assigns . This Note shall be binding upon Maker and its successors and shall inure to the benefit of the Payee and its successors and assigns. The term “Payee” as used herein, shall also include any endorsee, assignee or other holder of this Note.

13.

Lost or Stolen Promissory Note . If this Note is lost, stolen, mutilated or otherwise destroyed, Maker shall execute and deliver to the Payee a new promissory note containing the same terms, and in the same form, as this Note. In such event, Maker may require the Payee to deliver to Maker an affidavit of lost instrument and customary indemnity in respect thereof as a condition to the delivery of any such new promissory note.

14.

Due Authorization . This Note has been duly authorized, executed and delivered by Maker and is the legal obligation of Maker, enforceable against Maker in accordance with its terms except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally. No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by the Maker, or the validity or enforceability of this Note other than such as have been met or obtained. The execution, delivery and performance of this Note and all other agreements and instruments executed and delivered or to be executed and delivered pursuant hereto or thereto or the securities issuable upon conversion of this Note will not violate any provision of any existing law or regulation or any order or decree of any court, regulatory body or administrative agency or the certificate of incorporation or by-laws of the Maker or any mortgage, indenture, contract or other agreement to which the Maker is a party or by which the Maker or any property or assets of the Maker may be bound.

15.

Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each of Maker and Payee agree that all legal proceedings concerning the interpretations, enforcement and defense of this Note shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each of Maker and Payee hereby irrevocably submit to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder (including with respect to the enforcement of this Note), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each of Maker and Payee hereby irrevocably waive personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to the other at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each of Maker and Payee hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby.

16.

Notice. Any and all notices or other communications or deliveries to be provided by the Payee hereunder, including, without limitation, any conversion notice, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the Maker, or such other address or facsimile number as the Maker may specify for such purposes by notice to the Payee delivered in accordance with this paragraph. Any and all notices or other communications or deliveries to be provided by the Maker hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the Payee at the address of the Payee appearing on the books of the Maker, or if no such address appears, at the principal place of business of the Payee. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission if delivered by hand or by telecopy that has been confirmed as received by 5:00 p.m. on a business day, (ii) one business day after being sent by nationally recognized overnight courier or received by telecopy after 5:00 p.m. on any day, or (iii) five business days after being sent by certified or registered mail, postage and charges prepaid, return receipt requested.

17.

Equity Blocker . The Holder shall not convert this debenture into shares of common stock in an amount greater than 4.99% (9.99% if the Company is not a fully reporting company under the Securities Exchange Act of 1934 (“Non-Reporting”) of the total issued and outstanding shares of common stock of the Company, at any time during the term of this Debenture. Any attempt to do so by the Holder or Payee shall not be effectuated.

The undersigned signs this Note as a maker and not as a surety or guarantor or in any other capacity.

	CODE GREEN APPAREL CORP.

	By:	/s/ George Powell, III
		Name: GEORGE POWELL, III
		Title: CEO

	BEAUFORT CAPITAL PARTNERS LLC

	By:	/s/ Robert P Marino
		ROBERT P MARINO
		MANAGING MEMBER

Code Green Apparel Corp.
NON-SHELL LETTER

In connection with the above referenced agreement and exhibits and related agreements and instruments, herein the Agreement, and any present and any future conversion requests of Beaufort Capital Partners, LLC (“Beaufort”) we irrevocably confirm:

While Code Green Apparel Corp. (“CGAC”) was previously a shell issuer as described in Rule 144 promulgated with reference to the Securities Act of 1933, as amended (the “Securities Act”), it is not currently a “shell” as commonly understood;

Code Green Apparel Corp. is, unless noted “Not Applicable,” subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Code Green Apparel Corp. has to the extent it has been subject to Exchange Act requirements for filing reports, filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 6 months and or has filed with the trading exchange or over the counter disclosure system all such reports and information to be deeded current in all public reporting;

Code Green Apparel Corp. is now and will remain current with all obligations with its stock transfer agent and the Securities and Exchange Commission and the state of incorporation. Beaufort Capital Partners LLC, its officers, owners and affiliates are not officers, DIRECTOR(S) or material shareholders of Code Green Apparel Corp.

Representations herein survive the issuance or closing of any instrument or matter, and we will cooperate as needed to give effect to and protect your rights including as to the transfer agent and you may rely upon these promises and representations.

Effective Date : December 3, 2015

Very truly yours,



	By:
		Name: George Powell, III
		Title: CEO

Resolution approved by the Board of DIRECTOR(S) of Code Green Apparel Corp.

UNANIMOUS CONSENT IN LIEU OF A SPECIAL

MEETING OF DIRECTOR(S) OF Code Green Apparel Corp.

The undersigned, being the director of Code Green Apparel Corp.; a corporation of the State of Nevada, (the “Corporation”), do hereby authorize and approve the actions set forth in the following resolutions without the formally of convening a meeting, and do hereby consent to the following actions of this Corporation, which actions are hereby deemed affective as of the date hereof:

RESOLVED : that the officer of this Corporation is authorized and directed to

Enter an Original Issue Discount Convertible Promissory Note in the amount of $150,000.00 with

Beaufort Capital Partners, LLC, dated December 3, 2015 to provide conversion features

at a 32.5% discount from lowest closing price within the fifteen (15) days prior to a notice of conversion.

RESOLVED : that the officer of this Corporation hereby certify this corporation has never been a “blank check company” and is in compliance with Rule 144 (i)(2).; and

FURTHER RESOLVED, that each of the officer of the Corporation be, and they hereby are authorized and empowered to execute and deliver such documents, instruments and papers and to take any and all other action as they or any of them may deem necessary or appropriate of the purpose of carrying out the intent of the foregoing resolutions and the transactions contemplated thereby; and that the authority of such officers to execute and deliver any such documents, instruments and papers and to take any such other action shall be conclusively evidenced by their execution and delivery thereof or their taking thereof.

The undersigned, by affixing his/her signature hereto, do hereby consent to, authorize and approve the foregoing actions in their capacity as a majority of the direction of Code Green Apparel Corp.

Effective Date: December 3, 2015

By:
	Name: George Powell, III
	Title: CEO

Annex A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the Original Issue Discount Promissory Note of Code Green Apparel Corp. (the “Company”) dated December 3, 2015 into shares of common stock (the “Common Stock”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay a reasonable transfer expense payable with respect thereto. Payee shall be responsible for any fees for any conversion, including transfer expenses, if any.

Conversion calculations:

Company Name: Code Green Apparel Corp. Date to Effect Conversion: ____/____/____

Conversion Price: At any time after the Maturity Date until this Note is no longer outstanding, this Note, including interest and principal, shall be convertible into shares at a 32.5% discount from lowest closing price within the fifteen (15) days prior to a notice of conversion.

Principal Amount of Agreement to be converted: $ ______________

Interest Amount of Agreement to be converted: $______________

Number of shares of Common Stock to be issued: ______________

Principal to Remain: $______________

By:
	Name: ROBERT MARINO
	Title: MANAGING MEMBER

BEAUFORT CAPITAL PARTNERS LLC

660 White Plains Rd, Suite 455

Tarrytown, NY 10591

DISBURSEMENT REQUEST

Code Green Apparel Corp. and Beaufort Capital Partners, LLC hereby request disbursement of funds in the amount and manner described below.

Please disburse to:

Code Green Apparel Corp.

Form of distribution:

Payee:

Bank Wire

	Bank Name:

	Bank Address:

	ABA:

	Account #:

		Total: $150,000.00

	Code Green Apparel Corp.

By:		Dated: December 3, 2015
	Signatory: George Powell, III



	Beaufort Capital Partners, LLC

By:		Dated: December 3, 2015
	Name: Robert P Marino

Code Green Apparel Corp. S-1/A

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have reviewed the entire Form S-1/A registration statement for Code Green Apparel Corporation (the “Company”).

We have also analyzed the analytical sections and their conclusions as derived from the Audited Financial Statements. We hereby consent to the use in the Company’s amended Registration Statement pertaining to the registration of 44,308,609 shares of common stock of the Company of our Audit Report dated April 8, 2016 with respect to the financial statements of the Company as of December 31, 2015 and 2014. We also consent to the reference to us as “Experts” in the above referenced Registration Statement.

/s/ K. Brice Toussaint

K. Brice Toussaint

Dallas Texas

April 11, 2016