UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 14C INFORMATION

CURRENT REPORT

PURSUANT TO SECTION 14 (C)
of the
SECURITIES EXCHANGE ACT OF 1934

Date of Report March 22, 2013

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

Nevada
(State or other jurisdiction of incorporation or organization)

 
 
000-54018
(SEC File Number)
 
 
27-3270121
(IRS Employer Identification Number)

c/o, Richard Surber, President
59 West 100 South, Second Floor
Salt Lake City, Utah 84101
(Address of principal executive offices)

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


WE ARE NOT ASKING YOU FOR A PROXY
 AND
 YOU ARE REQUESTED NOT TO SEND US A PROXY


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[ X]
Preliminary Information Statement
 
[   ]
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)
 
[   ]
Definitive Information Statement


 
 
 

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Green Endeavors, Inc.
59 West 100 South, Second Floor
 Salt Lake City, Utah 84101
(801) 575-8073

To the Stockholders of Green Endeavors, Inc.:

This Information Statement is furnished to the stockholders of Green Endeavors, Inc., a Utah corporation (Green), in connection with the following corporate action in connection with resolutions of the Board of Directors and the written consent of holders of in excess of 50% of the voting rights of Green providing for shareholder authorization to the board of directors of the corporation to reduce the number of issued and outstanding shares of the common stock of Green through a reverse stock split on the basis of 1 for 200, without reducing the number of authorized shares from the present number of Ten Billion (10,000,000,000) and restating the par value of the common stock to $0.0001.

Green is not asking you for a proxy and you are requested to not send us a proxy.

Only stockholders of record at the close of business on March 29, 2013 shall be given a copy of the Information Statement.

By Order of the Board of Directors


 /s/ Richard Surber           .
Richard Surber, President

 
 
 


This information statement is being furnished to all holders of the common stock of Green in connection with the Proposed Action by Written Consent to authorize the board of directors to carry out the process to reduce the number of issued and outstanding shares of the common stock of Green through a reverse stock split on the basis of 1 for 200 and restating the par value of the common stock to $0.0001.

ITEM 1.

INFORMATION STATEMENT

This information statement is being furnished to all holders of the common stock of Green Endeavors, Inc., a Utah Company ("Green"), in connection with resolutions of the Board of Directors and the written consent of the holders of in excess of 50% of the voting rights of the shareholders of Green.  The board of directors, as approved by the written consent of the holders of in excess of 50% of the voting rights of the shareholders of Green, provides public notice of the approval and authorization to carry out the process of conducting a reverse stock split of the issued and outstanding shares of the common stock of Green without changing the total number of authorized shares of common stock from Ten Billion (10,000,000,000) and restating the par value of the common stock to be $0.0001.

The Board of Directors, and persons owning a majority of the outstanding voting securities of Green, have unanimously adopted, ratified and approved the proposed actions by the Green board of directors.  No other votes are required or necessary.  See the caption "Vote Required for Approval" below.  The corporation will have total authorized preferred stock as currently authorized, with the same rights and designations as currently exists and the total number of authorized common stock shall remain at a total of 10 billion shares of common stock with a restated par value of $ 0.0001 per share, all currently issued shares shall be reversed on a basis of one for two hundred, with any fractional shares rounded up to the next whole share.  Any actions adopted by the board of directors will become effective upon final approval by the board and the filing of required notices with the Department of Commerce in the State of Utah.

The Form 10-Qs for quarterly periods ended in 2012 and the forms 10-K and 10-K/A for the year ended December 31, 2011, and any reports on Form 8-K filed by Green during the past year with the Securities and Exchange Commission may be viewed on the Securities and Exchange Commission’s web site at www.sec.gov .  See the caption Additional Information, below.

GRANT AUTHORITY TO THE BOARD OF DIRECTORS TO REVERSE THE ISSUED SHARES OF COMMON STOCK ON THE BASIS OF ONE NEW SHARE FOR EACH ONE HUNDRED SHARES CURRENT ISSUED AND OUTSTANIDNG AND RESTATE THE PAR VALUE TO $0.0001 PER SHARE.

Green’s board had determined that it would be in the Company’s best interest to conduct a reverse of the issued and outstanding shares of common stock on a one for 200 basis, restate the par value of the common stock to $0.0001 and has received the consent of holders of a majority of the voting rights of the Company’ securities to authorize the board to conduct such actions.

Reasons for the reverse stock split:

The primary purposes of the reverse stock split are to accomplish the following:
 
 
 
 
 

 
a) The Board has determined that if the current number of preferred shares  and convertible debt presently issued were to be converted at current market prices there would not be sufficient common shares authorized to meet the conversions requested and the Board is seeking sufficient common stock to allow for any and all such potential conversions.
b) increase the per share price of the common stock to help maintain the interest of the markets;
c) reduce the number of outstanding shares of common stock to a level more consistent with other public companies with a similar anticipated market capitalization; and
d) provide the management of the Company with additional flexibility to issue shares to facilitate future stock acquisitions and financing for the Company.

For the above reasons, the board believes that the reverse stock split is in the best interest of the Company and its shareholders. There can be no assurance, however, that the reverse stock split will have the desired benefits.

The change in stated par value to $0.0001 is to accommodate the conversion features of various convertible debt instruments and reduce the total amount of par value of the authorized shares of common stock.  The change in par value is not expected to have any effect on the current shareholders of the common stock of the Company. The stated par value has no relationship to the market value of the shares.

Effects of the reverse stock split.

The reverse stock split will be effected by filing an amendment to the Company’s Articles of Incorporation with the State of Utah and will become effective upon such filing and final approval of the board of directors of the Company. The actual timing of any such filing will be made by the board of directors based upon its evaluation as to when the filing will be most advantageous to the Company and its shareholders.

Green is currently authorized to issue 10,000,000,000 shares of its common stock of which, 4,453,039,148 shares are currently issued and outstanding, 10,000,000 shares of Supervoting Preferred Stock, which have a 1 for 100 voting right, of which 10,000,000 are issued and outstanding for a total of 1,000,000,000 votes in any shareholder action and 550,144 shares of Series B Preferred Stock, which have a 1 for 1 voting right or 550,144 votes in any shareholder action, as of March 7, 2013. Currently, shareholders holding votes equal to not less than 3,355,263,158 of the voting rights have consented in writing to the proposal, this constitutes approval of not less than 60% of the voting rights entitled to vote in any shareholder action. The stated voting rights of the preferred shares outlined above will constitute a majority of all votes on any matter presented to the shareholders.

A reverse split on a one for two hundred basis would reduce the number of issued and outstanding shares of common stock to approximately 22,265,200 but will not reduce the number of authorized shares of common stock. The reverse split will not have any effect on the stated par value of the common stock.

The effect of the reverse split upon existing shareholders of the common stock will be that the total number of shares of Green’s common stock held by each shareholders will automatically convert into the number of whole shares of common stock equal to the number of shares of common stock owned immediately prior to the reverse stock split divided by up to 200, with an adjustment for any fractional shares. (Fractional shares will be rounded up into a whole share).

If acted upon by the Company’s board of directors, the consent by the majority of the common stock voting rights reported herein, would result in each shareholder’s percentage ownership interest in the company and proportional voting power will remain virtually unchanged, except for minor changes and adjustments that will result from rounding fractional shares into whole shares.  The rights and privileges of the holders of shares of common stock will be substantially unaffected by the reverse stock split. All issued and outstanding options, warrants, and convertible securities would be appropriately adjusted for the reverse stock split automatically on the effective date of the reverse stock split.  All shares, options, warrants or convertible securities that the Company has agreed to issue (or agrees to issue prior to the effective date of the reverse stock split) also will be appropriately adjusted for the reverse stock split.
 
 
 
 
 

The reverse stock split may also result in some shareholders holding “odd lots” of less than 100 shares of common stock. Brokerage commissions and other costs of transactions in odd lots may be higher, particularly on a per-share basis, than the cost of transactions in even multiples of 100 shares.

As a result of the proposal to conduct a reverse stock split there is a significant risk of shareholder value represented by the common stock being diluted.  The proposed reverse split creates a risk that current shareholders of the common stock will see the value of those shares diluted through the issuance of additional authorized but currently unissued shares. The current net tangible book value per share would be diluted if additional shares are issued without an increase taking place in the net book value of the assets of the Company.  The current book value of shares held by existing shareholders would not be maintained in the event additional shares are issued. In the event that the board carries out a 1 for 200 reverse split of the common stock and reduces the number of outstanding shares of common stock to approximately 22,265,200, the issuance of all 10,000,000,000 authorized shares would have a dilutive effect upon existing shareholders.  If all authorized shares of common stock were issued each share would drop from representing 1/22,265,200 to 1/10,000,000,000 of the shares of common stock issued and outstanding.

After the taking of any action to conduct or authorize the reverse split is filed there is not a requirement that shareholders obtain new or replacement share certificates. Each holder of record of shares of the Company’s common stock that is outstanding on the effective date of the reverse stock split may contact the Company’s transfer agent to exchange the certificates for new certificates representing the number of whole shares of post-reverse stock split common shares into which the existing shares have been converted as a result of the reverse stock split.

EXISTING CERTIFICATES SHOULD NOT BE SENT TO THE COMPANY OR THE TRANSFER AGENT .

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion describes certain material federal income tax considerations relating to the proposed reverse stock split.  This discussion is based upon the Internal Revenue Code, existing and proposed regulations thereunder, legislative history, judicial decisions, and current administrative rulings and practices, all as amended and in effect on the date hereof.  Any of these authorities could be repealed, overruled, or modified at any time.  Any such change could be retroactive and, accordingly, could cause the tax consequences to vary substantially from the consequences described herein. No ruling from the Internal Revenue Service (the “IRS”) with respect to the matters discussed herein has been requested, and there is no assurance that the IRS would agree with the conclusions set forth in this discussion.

This discussion may not address federal income tax consequences that may be relevant to particular shareholders in light of their personal circumstances or to shareholders who may be subject to special treatment under the federal income tax laws.  This discussion also does not address any tax consequences under state, local or foreign laws.
 
 
 
 
 

 
SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCE OF THE ACTION FOR THEM, INCLUDING THE APPLICABILITY OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION.

 
QUESTIONS AND ANSWERS REGARDING THE PROPOSAL AUTHORIZING THE BOARD TO CONDUCT THE REVERSE STOCK SPLIT AND CHANGE IN PAR VALUE.

Q.  WHAT IS THE BASIS FOR SEEKING TO CONDUCT THE REVERSE STOCK SPLIT?

A.
i. The Board has determined that if the current number of preferred shares  and convertible debt presently issued were to be converted at current market prices there would not be sufficient common shares authorized to meet the conversions requested and the Board is seeking sufficient common stock to allow for any and all such potential conversions.
ii. Increase the per share price of the common stock to help maintain the interest of the markets;
iii. Reduce the number of outstanding shares of common stock to a level more consistent with other public companies with a similar anticipated market capitalization; and
iv. Provide the management of the Company with additional flexibility to issue shares to facilitate future stock acquisitions and financing for the Company
 

Q.     HAS THE BOARD OF DIRECTORS APPROVED THE PROPOSALS TO CONDUCT THE PROPOSED REVERSE STOCK SPLIT AND CHANGE IN THE PAR VALUE?

A.     All members of the Board of Directors have approved the proposed reverse stock split and the change in the stated par value of the currently issued and outstanding shares of common stock as is in the best interest of Green and the best interest of the current shareholders of Green.

Q.  WILL THE PROPOSED REVERSE STOCK SPLIT RESULT IN ANY TAX LIABILITY TO ME?

A.  The proposed reverse stock split is intended to be tax free for federal income tax purposes.

Q.  WHAT VOTE OF THE SHAREHOLDERS WILL RESULT IN THE PROPOSALS BEING PASSED?

A.  To approve the proposals, the affirmative vote of a majority of the voting rights of the common stock and other shares holding voting rights is required.  Consents in favor of the proposal have already been received from shareholders holding a majority of the voting securities of Green

Q.  WHO IS PAYING FOR THIS INFORMATION STATEMENT?

A.  The Company will pay for the delivery of this information statement.

Q.  WHOM SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS?
 
 
 
 
 

 
A: Richard Surber, President of Green, 59 West 100 South, Second Floor, Salt Lake City, Utah 84101, telephone:  (801) 575-8073.

VOTE REQUIRED FOR APPROVAL

As provide for by Utah Statute, 16-10a-704.   Action without meeting , the written consent of a majority of the voting rights of the shareholders of Green is sufficient to approve the action without a meeting of shareholders.  As the Company has obtained the consent of in excess of 61% of the voting rights of Green’s shareholders, no meeting is required to take the action proposed.

DISSENTER'S RIGHTS OF APPRAISAL

The Utah Statutes (the Utah Law) do not provide for dissenter's rights in connection with the proposed amendment of the Articles of Incorporation.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Board of Directors fixed the close of business on March ___, 2013 as the record date for the determination of the common shareholders entitled to notice of the action by written consent.

As of March 1, 2013, Green had issued and outstanding 4,453,039,148   shares of $0.001 par value common stock, 10,000,000 shares of Supervoting Preferred Stock, which have a 1 for 100 voting right or a total of 1,000,000,000 votes in any shareholder action and 550,144 shares of Series B Preferred Stock, which have a 1 for 1 voting right or a total of 550,144 votes in any shareholder action.  Shareholders holding a controlling interest equaling not less than fifty one percent (51%) of voting rights of the securities of Green, as of the record date have consented to the action required to carry out a proposed reverse stock split of the common stock and to restate the par value of the common stock.

Richard Surber has 37,134 shares of Green’s Series B Preferred Stock, each share of which holds 1 vote in any shareholder vote, Nexia holds 10,000,000 shares of Supervoting Preferred Stock, each share of which holds 100 votes in any shareholder vote and controls 2,355,263,158 common shares, either directly or indirectly.  For all of these shares Mr. Surber as President of Nexia has consented to the proposed actions.  These consents provide consent of over 60% of the voting rights of Green’s shareholders.  These consents are sufficient, without any further action, to provide the necessary stockholder approval of the action.

SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT STOCKHOLDERS

The following table sets forth certain information concerning the ownership of the Company's stock with respect to: (i) each person known to the Company to be the beneficial owner of more than five percent of the Company's stock; (ii) all directors; and (iii) directors and executive officers of the Company as a group. The notes accompanying the information in the table below are necessary for a complete understanding of the figures provided below. As of March 1, 2013, there were 4,453,039,148 shares of common stock issued and outstanding.
 
 
 
 
 
 
 
 
 
 
Title of Class                                 
 
 
 
Name and Address of Beneficial Owner  
Amount
And Nature of
Beneficial
Ownership
Percent of
Class
Super voting Preferred ($0.001 par value)
Nexia Holdings, Inc.
59 West 100 South, Second Floor
Salt Lake City, Utah 84101
 
 
 10,000,000
100%
Preferred Series
"B" Stock
($0.001par value)
Richard Surber, President & Director
59 West 100 South, Second Floor
Salt Lake City, Utah 84101
 
 
 37,134
6.75%
Voting Common Stock
($0.001 par value)
Richard Surber, President, CEO & Director
59 West 100 South, Second Floor
Salt Lake City, Utah 84101
 
 
 12,972,625
>1%
Voting Common Stock
($0.001 par value)
Logan Fast, Vice President & Director
59 West 100 South, Second Floor
Salt Lake City, Utah 84101
 
 
 - - - -
- - - -
Preferred Series
"B" Stock
($0.001par value)
Logan Fast, Vice President & Director
59 West 100 South, Second Floor
Salt Lake City, Utah 84101
 
 
 2,000
0.36%
Voting Common Stock
($0.001 par value)
Nexia Holdings, Inc.
59 West 100 South, Second Floor
Salt Lake City, Utah 84101
2,355,263,158
52.9%
Voting Common Stock
($0.001 par value)
Robert E. Stockdale
2537 Irving Place
Billings, MT 59102
739,873,993
16.62%
Preferred Series
"B" Stock
($0.001par value)
Directors and Executive Officers as a Group
39,134
7.1%
Voting Common Stock
($0.001 par value)
Directors and Executive Officers as a Group
12,972,625
>1%

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the proposed move or in any action covered by the related resolutions adopted by the Board of Directors, which is not shared by all other stockholders.

Green is not asking you for a proxy and you are requested to not send us a proxy.  The attached material is for informational purposes only.
 
 
 
 
 



ADDITIONAL INFORMATION

Additional information concerning Green Endeavors, Inc. including its Form 10-K/A annual report for the year ended December 31, 2011 and the quarterly reports on Form 10-Q for the past quarters ended March 31, 2012 and June 30, 2012 any reports on Form 8-K or other forms which have been filed with the Securities and Exchange Commission are incorporated herein by reference.  All of these forms may be accessed through the EDGAR archives, at www.sec.gov.

Dated: March 22, 2013

By Order of the Board of Directors

   /s/ Richard Surber                .
Richard Surber, President and Director
 
 
 
 
 


Exhibit A

UNANIMOUS WRITTEN CONSENT TO ACTION WITHOUT A MEETING
RESOLUTION OF THE BOARD OF DIRECTORS
OF
GREEN ENDEAVORS, INC.
(A Utah corporation)

The undersigned, constituting the members of the Board of Directors (the “ Board ”) of Green Endeavors, Inc., a Utah corporation (the “ Corporation ”), hereby adopt the following resolution this 22 day of March, 2013.

WHEREAS, the Board believes it is in the best interest of the Corporation to obtain shareholder consent to conduct a reverse stock split of the issued and outstanding shares of common stock on the basis of 1 share for each 200 shares currently issued and outstanding and to restate the par value of the common stock to $0.0001 per share, and;

WHEREAS , the Board has reviewed the notice to shareholders prepared by the management of the Corporation to report the taking of this action and to provide information to the shareholders regarding the proposed action;

THEREFORE BE IT RESOLVED, that the Board hereby approves, authorizes, and ratifies the distribution of the notice to shareholders setting forth the decision of the Board to carry out the reverse stock split on the basis of 1 share for each 200 shares currently issued and outstanding  and the restating of the par value of the common stock to $0.0001 and the approval of such actions by the holders of a majority of the voting rights of the current shareholders of the Corporation having been received.  The effective date of the changes shall be April 10, 2013, all fractional shares shall be rounded up to the next whole share, the record date of the reverse shall be March 29, 2013 and the number of authorized shares of common stock shall remain at 10 billion with a state par value of $0.0001 per share.

FURTHER RESOLVED, that the undersigned officers and directors of the Corporation are hereby authorized, empowered, and directed in the name and on behalf of the Corporation, to execute and deliver all such documents, instruments, schedules, forms, and certificates, to make all such payments or perform all such acts and things, and to execute and deliver all such other documents as may be necessary from time to time in order to carry out the purpose and intent of this resolution, that all of the acts and doings of any such officers that are consistent with the purpose of this resolution, are hereby authorized, approved, ratified and confirmed in all respects.  Accordingly, the above resolution is hereby unanimously adopted.

Resolution of Green Endeavors, Inc. dated March 22, 2013.


 
  /s/ Logan Fast
  /s/ Richard Surber                        
 
Logan C. Fast, Director
Richard D. Surber, Director