Green Innovations Ltd. - FORM 10-Q

Green Innovations Ltd. - FORM 10-Q - November 12, 2014

Attached files

Attached files

Green Innovations Ltd. Reports

file	filename
EXCEL - IDEA: XBRL DOCUMENT - Green Innovations Ltd.	Financial_Report.xls
EX-32.1 - CERTIFICATION - Green Innovations Ltd.	gnin_ex321.htm
EX-32.2 - CERTIFICATION - Green Innovations Ltd.	gnin_ex322.htm
EX-31.2 - CERTIFICATION - Green Innovations Ltd.	gnin_ex312.htm
EX-10.14 - EMPLOYMENT AGREEMENT - Green Innovations Ltd.	gnin_ex1014.htm
EX-31.1 - CERTIFICATION - Green Innovations Ltd.	gnin_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014

¨	TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______.

Commission File Number: 000-54221

GREEN INNOVATIONS LTD.

(Exact name of registrant as specified in its charter)

Nevada		26-2944840
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

3208 Chiquita Blvd. S., Suite 216 Cape Coral, FL		33914
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (239) 829-4372

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.0001 Par Value

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨

Accelerated Filer ¨

Non-Accelerated Filer ¨

Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

As of October 31, 2014 the registrant had 93,940,135 shares of its Common Stock, $0.0001 par value, outstanding.

TABLE OF CONTENTS

GREEN INNOVATIONS, LTD.

Part I – Financial Information

Item 1	Financial Statements	3
	Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013	3
	Consolidated Statements of Operations for the three and nine months ended September 30, 2014 and 2013 (unaudited)	4
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013 (unaudited)	5
	Notes to the Unaudited Consolidated Financial Statements (unaudited)	7

Item 2	Management’s Discussion and Analysis or Plan of Operation	33
Item 3	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4	Controls and Procedures	36

Part II – Other Information

Item 1	Legal Proceedings	38
Item 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	40
Item 3	Defaults Upon Senior Securities	41
Item 4	Mine Safety Disclosures	41
Item 5	Other Information	41
Item 6	Exhibits	42

ITEM 1. FINANCIAL STATEMENTS

GREEN INNOVATIONS LTD.
and Subsidiaries
Consolidated Balance Sheets

			September 30,			December 31,
			2014			2013
			(unaudited)

ASSETS

Current assets
	Cash		$	75,859		$	38,305
	Accounts receivable			128,771			91,227
	Other receivable			2,000			-
	Inventory, net			1,024,082			1,999,575
	Prepaid expense			138,801			441,366
		Total current assets		1,369,512			2,570,473

Intangible assets, net				793,911			838,411
Other assets				47,662			42,747

Total assets			$	2,211,086		$	3,451,631

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
	Convertible notes payable, net of discounts		$	3,880,366		$	1,781,272
	Convertible notes payable, net of discounts, to related parties			350,000			320,000
	Accounts payable			583,166			122,403
	Accounts payable to related parties			39,754			31,953
	Accrued expenses			143,649			61,054
	Accrued expenses to related parties			130,244			-
	Avance from customers			75,580
	Guaranteed value of stock			197,644			69,306

Total current liabilities				5,400,403			2,385,988

Long-term liabilities
	Convertible notes, net of discounts			-			216,139

Total long-term liabilities				-			216,139

Commitments and contingencies (Note 5)

Amounts payable in common stock				2,776,068			1,079,348

Derivative liability				2,776,068			347,223

Total liabilities				10,952,539			4,028,698

Stockholders' deficit
	Preferred stock, $0.0001 par value, 50,000,000 shares authorized
		Series A preferred stock, 5,000,000 shares authorized, 4,750,000 and
		5,000,000 shares issued and outstanding, respectively		475			500
		Series B preferred stock, 250,000 shares authorized, 250,000 and 0
		shares issued and outstanding, respectively		25			-
	Common stock, $0.0001 par value, 150,000,000 shares authorized, 27,817,931,800
		and 85,252,830 shares issued, issuable and outstanding, respectively
		(27,728,084,090 and 27,149,158 shares issuable, respectively)		2,781,793			8,525
	Additional paid-in capital			3,826,318			8,954,568
	Accumulated deficit			(15,350,064	)		(9,540,660	)
Total stockholders' deficit				(8,741,453	)		(577,067	)

Total liabilities and stockholders' deficit			$	2,211,086		$	3,451,631

See accompanying notes to unaudited consolidated financial statements.

GREEN INNOVATIONS LTD.
and Subsidiaries
Consolidated Statements of Operations
(unaudited)

		For the three months ended						For the nine months ended
		September 30,						September 30,
		2014			2013			2014			2013

Revenue, net		$	733,262		$	748,238		$	2,869,423		$	1,347,883

Operating expenses
	Direct costs of revenue		665,110			769,342			2,121,205			1,071,100
	General and administrative (includes $248,167 and $152,625 for the three months ended September 30, 2014 and 2013, respectively, and $753,036 and $1,739,863 for the nine months ended September 30, 2014 and 2013, respectively, of stock-based compensation and settlements)		686,954			845,540			2,910,223			2,882,361
	Selling and marketing expenses		468,182			121,469			1,290,756			200,612

Operating loss			(1,086,984	)		(988,113	)		(3,452,761	)		(2,806,190	)

Other income (expense)
	Beneficial conversion feature expense		(545,859	)		77,454			(1,100,824	)		(88,081	)
	Gain on sale of investment		-			-			321,455			-
	Gain on cancellation of stock		-			-			1,707			-
	Loss on conversion of notes payable into common stock		-			-			(125,579	)		-
	Loss on issuance of stock		(331,819	)		(1,116	)		(372,421	)		(1,116	)
	Loss on sales of stock		-			-			(3,705	)		-
	Loss on settlement of notes		-			-			(39,805	)		-
	Loss on settlement of receivable		-			(106,270	)		-			(106,270	)
	Loss on cost of financing		-			(7,561	)		-			(7,561	)
	Loss on financing		-			(964,467	)		-			(964,467	)
	Loss on issuance of stock for services		-			(16,128	)		-			(16,128	)
	Loss on debt discount		-			(5,000	)		-			(5,000	)
	Change in derivatives		-			-			(678,652	)		-
	Interest expense - amortization		-			-			(94,370	)		-
	Interest expense		(96,720	)		(270,656	)		(264,449	)		(353,405	)

Total other income (expense)			(974,398	)		(1,293,744	)		(2,356,643	)		(1,542,028	)

Net loss		$	(2,061,383	)	$	(2,281,857	)	$	(5,809,404	)	$	(4,348,218	)

Net loss per share - basic and diluted		$	(0.02	)	$	(0.06	)	$	(0.05	)	$	(0.11	)

Weighted average number of shares
	outstanding - Basic and Diluted		125,257,664			35,444,666			110,330,757			39,584,506

See accompanying notes to unaudited consolidated financial statements.

			2014			2013
Cash flows from operating activities:
Net loss			$	(5,809,404	)	$	(4,348,218	)
	Adjustments to reconcile net loss to net cash used in operations:
		Amortization of intangibles		44,500			34,500
		Amortization of debt discounts to interest expense		94,370			-
		Amortization of beneficial conversion features to interest expense		1,100,824			-
		Amortization of options		-			126,980
		Issuance of common stock for services		753,036			1,739,863
		Issuance of warrants on contract		-			880,000
		Debt accretion		-			439,168
		Issuance of common stock as condition of loan		-			7,558
		Accounts payable in common stock		-			1,135,978
		Derivative liability		-			417,027
		Gain on sale of investment		(321,455	)		-
		Change in derivatives		678,652			-
		Loss on settlement of receivable		-			106,270
		Loss on issuance of stock for settlements		-			17,244
		Loss on financing		-			964,467
		Loss on cost of financing		-			7,561
		Loss on debt discount		-			5,000
		Loss on sales of stock		3,705			-
		Loss on settlement of notes		39,805			-
		Loss on issuance of stock		372,421			-
		Loss on conversion of notes payable into common stock		125,579			-
		Gain on cancellation of stock		(1,707	)		-
	Changes in operating assets and liabilities:
		Accounts receivable		(37,544	)		(162,823	)
		Other receivable		(2,000	)		(35,660	)
		Inventory, net		975,493			(1,470,610	)
		Prepaid expense		302,565			(1,264,668	)
		Other assets		(4,915	)		(1,000	)
		Accounts payable		460,763			(170,427	)
		Accounts payable to related parties		7,801			82,976
		Accrued expenses		46,215			231,554
		Accrued expenses to related parties		166,623			56,372
		Advance from customers		75,580			-
		Guaranteed value of stock		128,338			-
Net cash used in operating activities				(800,755	)		(1,200,888	)

Cash flows from financing activities:
		Proceeds from notes		747,500			672,560
		Repayment of notes		(512,712	)		(49,300	)
		Proceed from line of credit		575,000			-
		Proceeds from issuance of common stock		28,522			572,000
Net cash provided by financing activities				838,310			1,195,260

Net decrease in cash				37,554			(5,628	)

Cash at beginning of period				38,305			45,743

Cash at end of period			$	75,859		$	40,115

See accompanying notes to unaudited consolidated financial statements.

		2014		2013
Supplemental disclosure of cash flow information:

	Cash paid for interest	$	-	$	-

	Cash paid for taxes	$	-	$	-

Non-cash investing and financing activities:

	Cancellation of common stock	$	-	$	(500	)

	Issuance of preferred stock	$	-	$	500

	Issuance of common stock for trademarks	$	-	$	600,000

	Conversion of liabilities to notes payable	$	-	$	100,000

	Issuance of common stock as condition of loan	$	612,169	$	-

See accompanying notes to unaudited consolidated financial statements.

GREEN INNOVATIONS LTD.

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Green Innovations Ltd., formerly known as Winecom, Inc. (the “Company,” “we,” “us,” “our,” or “Green Innovations”) is a Nevada corporation. The business was started on July 1, 2008. We changed our name on September 24, 2012.

Green Hygienics, Inc. (“Green Hygienics”), a Florida corporation, was formed on August 1, 2012. On September 26, 2012, it was acquired by the Company (see Note 2).

Sensational Brands, Inc. (“Sensational Brands”), a Florida corporation, was formed on November 19, 2012. It was formed for the sole purpose of the acquisition of certain assets of Sensational Brands, Inc., a Texas corporation on November 19, 2012 (see Note 3). Sensational Brands was dissolved in September 2013 and its assets were assumed by Green Hygienics.

Basis of Presentation

The accompanying unaudited consolidated financial statements of Green Innovations Ltd. and Subsidiary have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended September 30, 2014 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending December 31, 2014. In the opinion of the Company’s management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments and business combination adjustments – see Note 2) necessary for a fair presentation of the Company’s results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited consolidated financial statements in the Company’s Form 10-K for the year ended December 31, 2013 filed on March 18, 2014 and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Nature of Operations

The Company was formed to develop an Internet social website that catered to wine lovers. In August 2012, with the acquisition of Green Hygienics, the Company changed its operations to the business of importing and distributing bamboo-based hygienic products. The prior operations of the Company have been abandoned effective with the acquisition of Green Hygienics.

Green Hygienics is in the importation, sale, and distribution of hygienic and household products made of bamboo-based paper. On August 1, 2012, Green Hygienics entered into a Licensing Agreement with American Hygienics Corporation (“AHC”), a corporation domiciled in the People's Republic of China, pursuant to we acquired the exclusive right for a period of 5 years to import and distribute AHC's proprietary bamboo pulp-based hygiene products. AHC is one of the world's largest manufacturer of bamboo-based wet wipes, is internationally certified (ISO 9001:2008, BRC-CP, EPA, Nordic swan, cGMP and GMP) and a member of the world Private Label Manufacturers Association. Exporting to over 45 countries, AHC supplies a number of Multi-National brands and retailers on all continents including customers such as 3M, Carrefour, Tesco, Walmart, and Goodyear. The Licensing Agreement contemplates the distribution of generic, private label, and Green Hygienics branded products, described below. Subject to certain sales targets being met, the exclusive distribution license will be renewable for an additional period of 5 years.

Principles of Consolidation

The consolidated financial statements include the accounts of Green Innovations and its wholly-owned subsidiary (as of September 30, 2014), Green Hygienics. All significant inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the web site and property and equipment, valuation of warrants and beneficial conversion feature debt discounts, valuation of derivatives, valuation of share-based payments and the valuation allowance on deferred tax assets.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Inventories

Inventories are stated at the lower of cost or market (“LCM”). Inventory consists of finished goods.

Impairment of Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, deposits received from customers for layaway sales and short term loans the carrying amounts approximate fair value due to their short maturities.

We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Revenue Recognition

The Company recognizes revenue on our products in accordance with ASC 605-10, “Revenue Recognition in Financial Statements.” Under these guidelines, revenue is recognized on sales transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company has one primary revenue stream as follows:

Delivery of product to a merchant.

The Company may have other revenue that deviates from the normal course of business. As of September 30, 2014, the Company has the following other revenue:

Sale of investments – includes the sale of securities obtained for the compensation for the licensing rights to various products of the Company.

Seasonal Revenue

In the retail industry, there are typically seasonal periods of sales which cause fluctuations in revenue. The Company, due to the type of products it sells, does not have seasonal revenues.

Stock-Based Compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model.

Net Earnings (Loss) Per Share

In accordance with ASC 260-10, “Earnings Per Share,” basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares which may dilute future earnings per share as of September 30, 2014 consist of convertible notes convertible into 290,680,094 common shares. Equivalent shares are not utilized when the effect is anti-dilutive (see Note 8).

Segment Information

In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company does not have any operating segments as of September 30, 2014 and 2013.

Effect of Recent Accounting Pronouncements

The Company reviews new accounting pronouncements as issued. No new pronouncements had any material effect on these unaudited consolidated financial statements. The accounting pronouncements issued subsequent to the date of these unaudited consolidated financial statements that were considered significant by management were evaluated for the potential effect on these unaudited consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these unaudited consolidated financial statements as presented and does not anticipate the need for any future restatement of these unaudited consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to September 30, 2014 through the date these unaudited consolidated financial statements were issued.

NOTE 2 – BUSINESS ACQUISITIONS, ASSET ACQUISITIONS, AND LICENSING AGREEMENTS

Green Hygienics, Inc.

On September 26, 2012, the Company acquired all of the voting capital stock of Green Hygienics in exchange for 49,500,000 shares of common stock. Green Hygienics was owned solely by Bruce Harmon (“Harmon”). Green Hygienics had just begun its operations through the licensing agreement with AHC. At the time of the acquisition, through its sales efforts, Green Hygienics was in the process of finalizing several orders for its products with major retailers and distributors in the United States.

This transaction was treated as a reverse merger therefore the financials prior to the acquisition are those of Green Hygienics which was not in operation and/or in existence therefore the balances reflect zero. There was a related party note which was properly recorded at September 30, 2012 as part of the combined company.

The purchase price was allocated first to record identifiable acquired assets and assumed liabilities at fair value as follows:

Cash	$	13,309
Total assets acquired		13,309
Liabilities assumed		(57,437	)
Net value purchased	$	(44,128	)

There were no historical operations and no expenses for Green Hygienics as of the purchase date. The stock of the Company had not been traded in a significant period; therefore the value of the purchase is immaterial offset by stock with no determinable value.

Sensational Brands, Inc.

On November 19, 2012, Sensational Brands acquired certain assets via an asset purchase agreement (“APA”) with Sensational Brands, Inc., a Texas corporation (“SBI-TX”). SBI-TX is owned by a former employee of Green Hygienics. The APA was to acquire certain assets, primarily the trademark “SENSATIONAL” as registered with the United States Patent and Trademark Office.

The Company paid SBI-TX 500,000 warrants for common stock of the Company (see Note 8). The Company recorded the value of the transaction at $290,000.

Clearly Herbal

On April 4, 2013, Green Hygienics acquired certain assets via an asset purchase agreement (“APA”) with Clearly Herbal International Ltd., a British Virgin Islands corporation (“CHI-BVI”). The purpose of the APA was to acquire certain assets, primarily the trademark “CLEARLY HERBAL” as registered with the United States Patent and Trademark Office. The Company paid the owner of CHI 300,000 shares of restricted common stock of the Company (see Note 8) and recorded the value of the transaction at $360,000.As a condition of the acquisition, the Company guaranteed that the 10-day volume weighted average price on the date six months after closing to be at least $1.20. The Company will be obligated to issue additional shares of restricted common stock should the price be below $1.20. As a condition of the acquisition, the Company guaranteed that the 10-day volume weighted average price on the date six months after closing to be at least $1.20. The Company was obligated to issue additional shares of restricted common stock should the price be below $1.20. On October 4, 2013, the common stock of the Company was $0.18 therefore, on October 7, 2013 an additional 1,700,000 shares of restricted stock were issued (see Note 8).

On April 4, 2013, Green Hygienics contracted to acquire certain assets via an asset purchase agreement (“APA”) with Clearly Herbal International Ltd., a United Kingdom corporation (“CHI-UK”). The purpose of the APA was to acquire certain assets, primarily the trademark “CLEARLY HERBAL” as registered in the United Kingdom. The closing date was set for July 4, 2013 or earlier but has been extended until August 31, 2013. The Company paid the owner of CHI 200,000 shares of restricted common stock of the Company (see Note 8) and recorded the value of the transaction at $240,000.As a condition of the acquisition, the Company guaranteed that the 10-day volume weighted average price on the date six months after closing to be at least $1.20. The Company was obligated to issue additional shares of restricted common stock should the price be below $1.20. On October 4, 2013, the common stock of the Company was $0.18 therefore, on October 7, 2013 an additional 1,133,333 shares of restricted stock were issued (see Note 8).

Licensing Agreement

On May 31, 2013, Green Hygienics entered into a Licensing Agreement with Tauriga Sciences, Inc. (”Tauriga”) to grant Tauriga the North American exclusive rights to commercially market certain products related to hospital grade wipes including paper, green and 100% tree-free bamboo-based and biodegradable. The agreement has a term of five years with a five year extension. Tauriga agreed to pay Green Hygienics $250,000 for the fee which was payable on the following terms; $65,000 upon execution of the agreement and $185,000 within ninety days of receipt of samples of the products and applicable marketing material. Tauriga, a publicly registered entity trading under the symbol “TAUG,” and Green Hygienics agreed to the exchange of restricted common stock of TAUG and Green Innovations equal to a present day value of $250,000. On September 18, 2013, as Tauriga had satisfied the licensing fee, the Company issued to Tauriga 625,000 shares of common stock which were valued at $0.40 per share on the date of the transaction and recorded accordingly. Tauriga issued 4,347,826 shares of its common stock on July 16, 2013. Bruce Harmon, the CFO and Chairman of the Company, is also the former CFO of Tauriga (see Note 6). The transaction was completed as an arm’s length transaction. Tauriga has paid $143,730 in cash and, as a settlement for the remaining $106,270 payable to the Company, the Company received an additional 2,500,000 shares of common stock of Tauriga. As of September 30, 2014, the Company had sold all of the shares and recognized a net gain on the sale of $321,455.

The Company has recorded the following intangibles related to the acquisitions:

			Accumulated
	Asset		Amortization			Net

Intangibles - December 31, 2013	$	890,000	$	(51,589	)	$	838,411
Additions		-		-			-
Amortization		-		(44,500	)		(44,500	)
Intangibles - September 30, 2014	$	890,000	$	(96,089	)	$	793,911

NOTE 3 – GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained net losses of $5,809,404 and used cash in operating activities of $800,755 for the nine months ended September 30, 2014. The Company had working capital deficit, stockholders’ deficiency and accumulated deficit of $4,030,889, $8,741,452 and $15,350,064, respectively, at September 30, 2014. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – CONVERTIBLE NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE RELATED PARTIES, NET OF DISCOUNTS AND PREMIUMS

Notes and convertible notes payable, all classified as current at September 30, 2014 and December 31, 2013, consists of the following:

Convertible notes and line of credit,
net of discounts	September 30, 2014									December 31, 2013
								Principal,									Principal,
			Put		Debt			net of				Put		Debt			net of
	Principal		Premium		Discounts			Discounts		Principal		Premium		Discounts			Discounts
Coventry Capital, LLC (1)	$	30,000	$	3,333	$	-		$	33,333	$	30,000	$	3,333	$	-		$	33,333
Coventry Capital, LLC (1)		50,000		5,556		-			55,556		50,000		5,556		-			55,556
Coventry Capital, LLC (1)		20,000		2,222		-			22,222		20,000		2,222		-			22,222
Coventry Capital, LLC (1)		35,000		3,889		-			38,889		35,000		3,889		-			38,889
Coventry Capital, LLC (1)		50,000		5,556		-			55,556		50,000		5,556		-			55,556
Avanti Distribution, Inc. (1)		9,560		4,097		-			13,657		9,560		4,097		(3,074	)		10,583
RJR Manufacturers' Agent, Inc.		50,000		-		-			50,000		50,000		-		-			50,000
RJR Manufacturers' Agent, Inc.		100,000		-		-			100,000		100,000		-		-			100,000
RJR Manufacturers' Agent, Inc.		50,000		50,000		-			100,000		50,000		50,000		(30,000	)		70,000
Black Mountain Equities, Inc.		-		-		-			-		55,000		-		-			55,000
TCA Global Credit Master Fund, LP		1,015,651		1,500,000		(112,790	)		2,402,861		950,003		1,000,000		(582,822	)		1,367,181
LG Capital Funding, LLC		-		-		-			-		76,500		62,591		-			139,091
Black Mountain Equities, Inc.		47,500		55,000		-			102,500		-		-		-			-
Jean-Michel Fitamant		200,000		200,000		(140,217	)		259,783		-		-		-			-
Black Mountain Equities, Inc.		55,000		55,000		(38,991	)		71,009		-		-		-			-
Avanti Distribution, Inc.		575,000		-		-			575,000		-		-		-			-
Total	$	2,287,711	$	1,884,653	$	(291,998	)	$	3,880,366	$	1,476,063	$	1,137,244	$	(615,896	)	$	1,997,411

(1) At 12/31/13, classified as long-term liability.

On August 15, 2012, the Company executed a convertible promissory note with Coventry Capital, LLC (“Coventry Capital”) for $30,000. The note bears interest at the rate of 10% per annum which accrues. As of September 30, 2014 and December 31, 2013, the accrued interest was $6,535 and $4,285, respectively. The note matures on August 15, 2014. The conversion price is equal to 90% of the average of the closing prices of the Company’s common stock for the preceding five trading days. Due to the lack of trading and no market for the common stock of the Company, any discount value is unable to be calculated at this time.

On August 29, 2012, Green Hygienics executed a convertible promissory with Kachess Financial Corporation (“Kachess”) for $19,500. The note bears interest at the rate of 12% per annum which accrues. The conversion price is the lower of $0.01 per share or 70% of the average of the closing prices of the Company’s common stock for the preceding three trading days. As part of the acquisition of Green Hygienics by Green Innovation, the notes were assumed by Green Innovations. Due to the lack of trading and no market for the common stock of the Company, any discount value is unable to be calculated at this time. On February 13, 2013, the Company repaid the principal and accrued interest of $1,077 for a total payment of $20,577.

On August 30, 2012, Green Hygienics executed a convertible promissory with Kachess for $20,000. The note bears interest at the rate of 12% per annum which accrues. The conversion price is the lower of $0.01 per share or 70% of the average of the closing prices of the Company’s common stock for the preceding three trading days. As part of the acquisition of Green Hygienics by Green Innovation, the notes were assumed by Green Innovations. Due to the lack of trading and no market for the common stock of the Company, any discount value is unable to be calculated at this time. On February 13, 2013, the Company repaid the principal and accrued interest of $1,098 for a total payment of $21,098.

On September 4, 2012, Green Hygienics executed a convertible promissory with Kachess for $6,800. The note bears interest at the rate of 12% per annum which accrues. The conversion price is the lower of $0.01 per share or 70% of the average of the closing prices of the Company’s common stock for the preceding three trading days. As part of the acquisition of Green Hygienics by Green Innovation, the notes were assumed by Green Innovations. Due to the lack of trading and no market for the common stock of the Company, any discount value is unable to be calculated at this time. On February 13, 2013, the Company repaid the principal and accrued interest of $362 for a total payment of $7,162.

On October 4, 2012, Green Hygienics executed a convertible promissory with Kachess for $3,000. The note bears interest at the rate of 12% per annum which accrues. The conversion price is the lower of $0.01 per share or 70% of the average of the closing prices of the Company’s common stock for the preceding three trading days. As part of the acquisition of Green Hygienics by Green Innovation, the notes were assumed by Green Innovations. Due to the lack of trading and no market for the common stock of the Company, any discount value is unable to be calculated at this time. On February 13, 2013, the Company repaid the principal and accrued interest of $130 for a total payment of $3,130.

On October 17, 2012, the Company executed a convertible promissory note with Coventry Capital for $50,000. The note bears interest at the rate of 10% per annum which accrues. As of September 30, 2014 and December 31, 2013, the accrued interest was $9,791 and $6,041, respectively. The note matures on October 17, 2014. The conversion price is equal to 90% of the average of the closing prices of the Company’s common stock for the preceding five trading days. Due to the lack of trading and no market for the common stock of the Company, any discount value was not calculated.

On December 6, 2012, the Company executed a convertible promissory note with Coventry Capital for $20,000. The note bears interest at the rate of 10% per annum which accrues. As of September 30, 2014 and December 31, 2013, the accrued interest was $3,642 and $2,142, respectively. The note matures on December 6, 2014. The conversion price is equal to 90% of the average of the closing prices of the Company’s common stock for the preceding five trading days. Due to the lack of trading and no market for the common stock of the Company, any discount value was not calculated.

On December 18, 2012, the Company executed a convertible promissory note with Coventry Capital for $35,000. The note bears interest at the rate of 10% per annum which accrues. As of September 30, 2014 and December 31, 2013, the accrued interest was $6,259 and $3,634, respectively. The note matures on December 8, 2014. The conversion price is equal to 90% of the average of the closing prices of the Company’s common stock for the preceding five trading days. Due to the lack of trading and no market for the common stock of the Company, any discount value was not calculated.

On December 28, 2012, the Company executed a convertible promissory note with Coventry Capital for $50,000. The note bears interest at the rate of 10% per annum which accrues. As of September 30, 2014 and December 31, 2013, the accrued interest was $8,805 and $5,055, respectively. The note matures on December 28, 2014. The conversion price is equal to 90% of the average of the closing prices of the Company’s common stock for the preceding five trading days. Due to the lack of trading and no market for the common stock of the Company, any discount value was not calculated.

On March 14, 2013, the Company executed a convertible promissory note with Avanti Distribution, Inc. for $9,560. The note bears interest at the rate of 12% per annum which accrues. As of September 30, 2014 and December 31, 2013, the accrued interest was $1,781 and $921, respectively. The note matures on March 14, 2015. The conversion price is equal to 70% of the average of the closing prices of the Company’s common stock for the preceding five trading days. The Company recorded a debt discount of $3,756.

On April 4, 2013, RJR Manufacturers’ Agent, an independent consultant of the Company, requested that the Company convert its accrued compensation balance of $50,000 into a convertible note payable with 12% interest per annum, with a conversion feature of $0.68 per share, the closing price of the prior day, or a 30% discount at the date of conversion, whichever is lesser. A beneficial conversion feature of $31,513 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of September 30, 2014 and December 31, 2013, the accrued interest was $8,988 and $4,488, respectively. The note matured on October 4, 2013. The maturity date was extended to December 31, 2013. On January 1, 2014, the note was extended to June 30, 2014. On June 30, 2014, the note was extended to September 30, 2014. As a condition of the October 4, 2013 extension, the Company agreed to modify the conversion terms to a discount of 40% of the average of the lowest five days closing price from the date of the note until the conversion date.

On April 15, 2013, the Company entered into a one year convertible promissory note agreement for up to $500,000 with JMJ Financial (“JMJ”). The note has an interest rate of 5% per annum of the $500,000 earned as of the 91^st day of the note. The note, at the holder’s option, is convertible at $1.04 per share and if the price per share at the time of conversion is greater than $1.04 per share, on average for the previous 25 trading days, the conversion rate shall have a 25% discount, with the minimum price of $1.04 per share. On April 17, 2013, the Company received $100,000. A beneficial conversion feature of $33,333 was recorded and will be accreted monthly from the issuance date of the note through maturity. On June 26, 2013, JMJ amended the agreement and funded the Company an additional $50,000. A beneficial conversion feature of $39,216 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of September 30, 2013, the accrued interest was $60,000. On October 17, 2013, JMJ filed a conversion of $24,660 into 300,000 shares of common stock based on the calculated price of $0.0822. The Company, per the provisions of the note, issued an objection to the conversion. On October 30, 2013, the Company settled on a repayment of $150,000 thereby extinguishing the note and all related liabilities in their entirety. JMJ returned to the Company the previously issued shares of stock of the Company.

On May 8, 2013, the Company entered into a convertible promissory note with Avalon Capital Corp. (“Avalon”) for $100,000. The note bears interest at 12% per annum, matured on November 8, 2013, and converts at the lesser of $0.55 per share or a 40% discount at the time of conversion. A beneficial conversion feature of $100,000 was recorded and will be accreted monthly from the issuance date of the note through maturity. On November 10, 2013, Avalon assigned this note to RJR Manufacturers’ Agent. As of September 30, 2014 and December 31, 2013, the accrued interest was $16,858 and $7,858, respectively. The note matured on November 8, 2013. The note was extended to December 31, 2013. On January 1, 2014, the note was extended to June 30, 2014. On June 30, 2014, the note was extended to September 30, 2014. As a condition of the November 8, 2013 extension, the Company agreed to modify the conversion terms to a discount of 40% of the average of the five lowest closing prices from the date of the note until the conversion date.

On May 20, 2013, the Company entered into a convertible promissory note agreement for $105,000 with Evolution Capital, LLC (“Evolution”). The note has an interest rate of 12% per annum and is accrued. The note, at the holder’s option, is convertible at the lesser of $0.54 or 40% of the average 10 days prior to conversion. A beneficial conversion feature of $105,000 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of September 30, 2013, the accrued interest was $4,626. The note matured on February 20, 2014. On November 26, 2013, the Company and Evolution entered into a Note Termination Agreement as the Company paid Evolution a settlement of $147,000, of which $4,626 was accrued interest and $37,374 was recorded as a loss on settlement of liability.

On May 30, 2013, the Company entered into a convertible promissory note with Avalon Capital Corp. (“Avalon”) for $50,000. The note bears interest at 12% per annum, matured on November 30, 2013, and converts at the lesser of $0.55 per share or a 40% discount at the time of conversion. A beneficial conversion feature of $50,000 was recorded and was accreted monthly from the issuance date of the note through September 30, 2013. This note was not to have been issued as it was paid back to Avalon by RJR Manufacturers’ Agent. The note was cancelled on August 31, 2013, retroactive to May 30, 2013 for accounting purposes and the accretion was reversed accordingly.

On June 7, 2013, the Company entered into a convertible promissory note agreement for $76,500 with LG Capital Funding, LLC (“LG Capital”). The note has an interest rate of 8% per annum and is accrued. The note, at the holder’s option, is convertible at a 45% discount to market on average of the lowest 2 days over the prior 10 trading days. A beneficial conversion feature of $76,500 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of September 30, 2013, the accrued interest was $1,945. The note matures on March 7, 2014. On December 6, 2013, the Company paid LG Capital $119,340 as a settlement to terminate the loan. $3,052 of the payment was accrued interest and $39,788 was recorded as a loss on settlement of liability.

On June 12, 2013, the Company entered into a convertible promissory note agreement for $55,500 with Black Mountain Equities, Inc. (“Black Mountain”). The note has an interest rate of 10% per annum and is accrued. The note, at the holder’s option, is convertible at the lesser of $0.50 or a 25% discount to market on average of the prior 20 trading days. A beneficial conversion feature of $41,111 was recorded and will be accreted monthly from the issuance date of the note through maturity. As a condition of the agreement, the Company issued 10,000 shares of common stock (see Note 8). As of December 31, 2013, the accrued interest was $5,000. The note matures on January 15, 2014. On December 5, 2013, the Company and Black Mountain entered into a Release and Lock Up Leak Out Agreement whereas Black Mountain would be limited to daily sales no greater than 10% of that day’s cumulative trading volume. On January 8, 2014, Black Mountain converted $10,000 of principal into 263,505 shares based on a discounted conversion price of $0.03795 (see Note 8). On January 24, 2014, Black Mountain converted $50,500 of principal and interest into 1,231,708 shares based on a discounted conversion price of $0.0755 (see Note 8). The discounts were recorded as a loss. On February 20, 2014, the Company received $50,000 cash from Black Mountain under the provision in their note that provided, at Black Mountain’s election, the right to fund an additional $50,000 to the Company. An amendment to the convertible note was executed under the same terms and conditions as the original note. The note was recorded as $55,000 which reflects the $5,000 in origination fees associated with the execution of the amendment. On October 2, 2014, Black Mountain converted $10,000 of principal into 1,282,052 shares of common stock (see Note 10). On November 6, 2014, Black Mountain converted $10,000 of principal into 2,222,222 shares of common stock (see Note 10).

On July 5, 2013, the Company entered into a convertible promissory note agreement for $76,500 with LG Capital Funding, LLC (“LG Capital”). The note has an interest rate of 8% per annum and is accrued. The note matures on April 5, 2014. The note, at the holder’s option, is convertible at a 45% discount to market on average of the lowest 2 days over the prior 10 trading days. As of December 31, 2013, the accrued interest was $3,035. On January 6, 2014, the Company terminated the note with a payment of $119,340.

On October 24, 2013, the Company secured financing from TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA”). Effective on October 24, 2013, we entered into a Senior Secured Revolving Credit Facility Agreement (the “Credit Agreement”), pursuant to which TCA agreed to loan up to a maximum of $5 million to us for working capital purposes. A total of $892,830 was funded by TCA in connection with the closing. The amounts borrowed pursuant to the Credit Agreement are evidenced by a Revolving Convertible Promissory Note (the “Revolving Note”), the repayment of which is secured by Security Agreements executed by us and our wholly-owned subsidiary, Green Hygienics, Inc. Pursuant to the Security Agreements, the repayment of the Revolving Note is secured by a security interest in substantially all of our assets in favor of TCA. The initial Revolving Note in the amount of $1,000,000 is due and payable along with interest thereon on April 24, 2014, and bears interest at the minimum rate of 18% per annum, increasing to 24% per annum upon the occurrence of an event of default. The conversion rate is 85% of the lowest VWAP of the Company’s stock for the five days preceding the conversion date. We also agreed to pay TCA a fee of $250,000, payable in the form of 2,316,595 shares of common stock. On January 17, 2014, the Company and TCA entered into Amendment No. 1 of the agreement which provided the Company with an additional $500,000. As a condition of the Amendment No. 1, the note maturity date was extended an addition six months. We also agreed to pay TCA a fee of $112,500, payable in the form of 2,684,964 shares of common stock. Both issuances of common stock have a guaranteed value, and any deficiency would require the issuance of additional shares, whereas TCA has a ceiling of the $250,000 and $112,500, respectively, and upon the selling of securities, once those balances are met, the remaining shares of common stock will be returned to the Company for cancellation. On February 3, 2014, the Company and its subsidiary, Green Hygienics, Inc., filed a Complaint in the Circuit Court of the 17^th Judicial Circuit in and for Broward County, Florida, against TCA Global Credit Master Fund, LP (“TCA”), regarding a dispute among the parties about the lock-box provisions of the Credit Agreement. On March 17, 2014, the Company settled with TCA and subsequently dismissed the Complaint without prejudice. As part of the settlement and contingent upon the parties’ full performance under the settlement agreement, the parties agreed (1) that the note’s maturity date would be extended to October 25, 2014; (2) that a total amount of $1,506,134.50 was due to TCA under the Credit Agreement and Revolving Note, as amended, as of March 17, 2014; and (3) that $116,982.72 would be wired to TCA within two business days of settlement, and that upon TCA’s receipt of the wire, $1,389,151.78 in principal would be considered outstanding, and no interest and fees would be considered outstanding. As of September 30, 2014, the principal and accrued interest balances were $1,015,651 and $0, respectively. On September 4, 2014, the Company issued TCA an additional 4,000,000 shares of common stock as part of the guaranteed value for the investment banking fee (see Note 8). As of September 30, 2014, TCA has recognized $81,294 of the guaranteed value leaving a guaranteed value recorded of $197,644. On October 25, 2014, TCA and the Company extended the notes for an additional four months with a new maturation date of February 25, 2015 (see Note 10). TCA charged the Company a fee of $100,000 to accommodate the extension.

On November 1, 2013, RJR Manufacturers’ Agent, an independent consultant of the Company, requested that the Company convert its accrued compensation balance of $50,000 into a convertible note payable with 12% interest per annum, with a conversion feature of $0.14 per share, the closing price of the prior day, or a 40% discount of the five lowest closing prices from the date of the note until the date of conversion, whichever is lesser. A beneficial conversion feature of $50,000 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of September 30, 2014 and December 31, 2013, the accrued interest was $5,503 and $1,003, respectively. The note matured on June 30, 2014. On June 30, 2014, the note was extended until September 30, 2014.

On July 30, 2014, the Company entered into a convertible promissory note agreement for $55,000 with Black Mountain. The note has an interest rate of 10% for the term of the note and is earned at the execution of the note which is accrued. The note, at the holder’s option, is convertible at the lesser of $0.05 or a 25% discount to market on average of the prior 20 trading days. A beneficial conversion feature of $55,000 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of September 30, 2014, the accrued interest was $5,500, which is an upfront charge for the term. The note matures on February 28, 2015.

On August 6, 2014, the Company entered into a convertible promissory note agreement for $200,000 with Jean-Michel Fitamant (“Fitamant”). The note has an interest rate of 12% per annum and is accrued. The note matures on February 6, 2015. The note, at the holder’s option, is convertible at a 30% discount to market on average of the lowest 10 days from the date of the note to the date of the conversion. A beneficial conversion feature of $200,000 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of September 30, 2014, the accrued interest was $3,616.

Convertible notes, net of discounts	September 30, 2014								December 31, 2013
							Principal,									Principal,
			Put		Debt		net of				Put		Debt			net of
	Principal		Premium		Discounts		Discounts		Principal		Premium		Discounts			Discounts
Bruce Harmon	$	50,000	$	-	$	-	$	50,000	$	50,000	$	-	$	-		$	50,000
Bruce Harmon		50,000		50,000		-		100,000		50,000		50,000		(30,000	)		70,000
Lakeport Business Services, Inc.		100,000		100,000		-		200,000		100,000		100,000		-			200,000
Total	$	200,000	$	150,000	$	-	$	350,000	$	200,000	$	150,000	$	(30,000	)	$	320,000

On April 4, 2013, Harmon, an officer and director of the Company, requested that the Company convert his accrued compensation balance of $50,000 into a convertible note payable with 12% interest per annum, with a conversion feature of $0.68 per share, the closing price of the prior day, or a 30% discount at the date of conversion, whichever is lesser. A beneficial conversion feature of $31,513 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of September 30, 2014 and December 31, 2013, the accrued interest was $8,988 and $4,488, respectively. The note matured on October 4, 2013. The maturity date was extended until December 31, 2013. On January 1, 2014, the note was extended to June 30, 2014. On June 30, 2014, the note was extended until September 30, 2014. As a condition of the January 1, 2014 extension, the Company agreed to modify the conversion terms to a discount of 40% of the lowest five days prior to the conversion date.

On July 12, 2013, the Company entered into a convertible promissory note agreement for $100,000 with Bruce Harmon, an officer and director of the Company. The note has an interest rate of 12% per annum and is accrued. The note matured on October 12, 2013. The note, at the holder’s option, is convertible at the lesser of $0.31 per share or at a 30% discount to market on the date prior to conversion. As of September 30, 2014 and December 31, 2013, the accrued interest was $14,721 and $5,721, respectively. The note was extended to December 31, 2013. On January 1, 2014, the note was extended to June 30, 2014. On June 30, 2014, the note was extended to September 30, 2014. As a condition of the January 1, 2014 extension, the Company agreed to modify the conversion terms to a discount of 40% of the lowest five days prior to the conversion date.

On November 1, 2013, Harmon, an officer and director of the Company, requested that the Company convert his accrued compensation balance of $50,000 into a convertible note payable with 12% interest per annum, with a conversion feature of $0.14 per share, the closing price of the prior day, or a 40% discount of the average of the lowest five closing prices from the date of the note until the date of conversion, whichever is lesser. A beneficial conversion feature of $50,000 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of September 30, 2014 and December 31, 2013, the accrued interest was $5,503 and $1,003, respectively. The note matured on June 30, 2014. On June 30, 2014, the note was extended to September 30, 2014.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of November 5, 2014, there were no pending or threatened lawsuits except as noted below.

Ironridge Global IV, Ltd.

On July 24, 2013, we entered into a stipulation for settlement of claims with Ironridge Global IV, Ltd. (“Ironridge”), pursuant to which we resolved $2,621,037 of our accounts payable that Ironridge had agreed to purchase from our creditors in exchange for payment in full in cash. Pursuant to an order approving stipulation for settlement of claims that we jointly requested from the Los Angeles, California Superior Court, we agreed to issue to Ironridge shares of our common stock with an aggregate value equal to 105% of the claim amount plus reasonable attorney fees, divided by 80% of the following: the closing price of our stock on July 24, 2013, not to exceed the arithmetic average of the volume weighted average prices of any five trading days during a period equal to that number of consecutive trading days following the date of initial receipt of shares required for the aggregate trading volume, excluding after-hours trades, to exceed $25 million, less $0.01 per share, as reported by the Bloomberg Professional service of Bloomberg LP.

Under the terms of the agreement, Ironridge is prohibited from receiving any shares of common stock that would cause it to be deemed to beneficially own more than 9.99% of our total outstanding shares at any one time. Ironridge received an initial issuance of 3,600,000 common shares, 3,000,000 on September 25, 2013, 4,200,000 on October 23, 2013, 4,400,000 on December 16, 2013, 4,000,000 on January 31, 2014, 4,500,000 on March 20, 2014, 2,500,000 on May 20, 2014, and 6,400,000 on August 12, 2014.

Ironridge is prohibited from holding any short position in our common stock, and may not to engage in or effect, directly or indirectly, any short sale until at least 180 days after the end of the calculation period described above.

In addition, for so long as Ironridge holds any shares, it is prohibited from, among other actions: (1) voting any shares of issuer common stock owned or controlled by them, exercising any dissenter’s rights, executing or soliciting any proxies or seeking to advise or influence any person with respect to any voting securities of the issuer; (2) engaging or participating in any actions or plans that relate to or would result in, among other things, (a) acquiring additional securities of the issuer, alone or together with any other person, which would result in them collectively beneficially owning or controlling, or being deemed to beneficially own or control, more than 9.99% of the total outstanding common stock or other voting securities of the issuer, (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, (c) a sale or transfer of a material amount of assets, (d) changes in the present board of directors or management of the issuer, (e) material changes in the capitalization or dividend policy of the issuer, (f) any other material change in the issuer’s business or corporate structure, (g) actions which may impede the acquisition of control of the issuer by any person or entity, (h) causing a class of securities of the issuer to be delisted, (i) causing a class of equity securities of the issuer to become eligible for termination of registration; or (3) any actions similar to the foregoing.

On July 25, 2013, we issued 3,600,000 shares of our common stock to Ironridge. The issuance is exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, as the issuance of securities was in exchange for bona fide outstanding claims, where the terms and conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions.

On September 25, 2013, we issued 3,000,000 shares of our common stock to Ironridge. The issuance is exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, as the issuance of securities was in exchange for bona fide outstanding claims, where the terms and conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions.

On October 23, 2013, we issued 4,200,000 shares of our common stock to Ironridge. The issuance is exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, as the issuance of securities was in exchange for bona fide outstanding claims, where the terms and conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions.

On December 16, 2013, we issued 4,400,000 shares of our common stock to Ironridge. The issuance is exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, as the issuance of securities was in exchange for bona fide outstanding claims, where the terms and conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions.

On January 31, 2014, we issued 4,000,000 shares of our common stock to Ironridge. The issuance is exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, as the issuance of securities was in exchange for bona fide outstanding claims, where the terms and conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions.

On March 20, 2014, we issued 4,500,000 shares of our common stock to Ironridge. The issuance is exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, as the issuance of securities was in exchange for bona fide outstanding claims, where the terms and conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions.

On May 20, 2014, we issued 2,500,000 shares of our common stock to Ironridge. The issuance is exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, as the issuance of securities was in exchange for bona fide outstanding claims, where the terms and conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions.

On August 12, 2014, we issued 6,400,000 shares of our common stock to Ironridge. The issuance is exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, as the issuance of securities was in exchange for bona fide outstanding claims, where the terms and conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions.

On October 29, 2014, Ironridge requested an additional 5,500,000 shares of common stock, to which we objected. See Note 10.

Oasis Brands, Inc.

On October 16, 2013, the Company received a letter from the attorneys for Oasis Brands, Inc. (“Oasis Brands”), a competitor of the Company and the former employer of Philip Rundle, the Company’s chief executive officer, Jeff Thurgood, the Company’s vice president of sales, and Awie Kardiman, the Company’s controller. The letter alleges infringement of Oasis Brands’ intellectual property, specifically, their trademark “Fiora.” The letter further requests a cease and desist on the Company’s trademark, “Flora,” as issued by the United States Patent and Trademark Office. Oasis Brands has threaten a lawsuit if the Company does not comply with their demand. The Company, due to information provided by Mr. Rundle, who served as chief executive officer of Oasis Brands and was the signer for the application for Oasis Brands’ trademark “Fiora,” contends that “Fiora” was named after a river in Italy whereas “Flora” is the Spanish word for “flower.” Oasis Brands contends that “Fiora” means flower which the Company adamantly contests due to the information from Mr. Rundle and there is no documented validation that “Fiora” means flower. The Company, in an effort to avoid confrontation, will rename its product, even though this is being done voluntarily to avoid the cost of litigation which would delay the launch of its products for the Spanish market. Furthermore, the Company alleges that this incident is related to Oasis Brands concern over the influence the former key members of Oasis Brands will have for the Company. On December 27, 2013, Oasis Brands filed a Notice of Voluntary Dismissal Without Prejudice of Complaint.

TCA Global Credit Master Fund, LP

On February 3, 2014, the Company and its subsidiary, Green Hygienics, Inc., filed a Complaint in the Circuit Court of the 17^th Judicial Circuit in and for Broward County, Florida, against TCA Global Credit Master Fund, LP (“TCA”), regarding a dispute among the parties about the lock-box provisions of the Senior Secured Revolving Credit Facility Agreement, as amended. On March 17, 2014, the Company settled with TCA, and on March 20, 2014, dismissed the Complaint without prejudice.

Lease Commitment

The Company had an office lease agreement for approximately 1,000 square feet in Cape Coral, Florida pursuant to a lease that will expire on May 31, 2015. Due to a change in ownership of the building, the Company took an opt out option on February 28, 2014. On March 1, 2014, the Company leased approximately 1,542 square feet in Cape Coral, Florida pursuant to a lease that will expire on February 28, 2019. This facility serves as our corporate headquarters. The Company entered into a one year warehouse agreement starting on November 1, 2013 in Ontario, California with approximately 50,000 square feet. The warehouse lease expires on October 31, 2016. Future minimum lease payments under these leases are as follows:

2014	$	58,693
2015		233,009
2016		201,178
2017		14,868
2018		14,868
2019		3,304

Total	$	525,920

Rent expense for the nine months ended September 30, 2014 and 2013 was $245,257 and $7,349, respectively.

Other

On April 4, 2013, Green Hygienics acquired certain assets via an asset purchase agreement (“APA”) with Clearly Herbal International Ltd., a British Virgin Islands corporation (“CHI”). The APA was to acquire certain assets, primarily the trademark “CLEARLY HERBAL” as registered with the United States Patent and Trademark Office. The Company paid the owner of CHI 300,000 shares of restricted common stock of the Company (see Note 2 and 8). As a condition of the acquisition, the Company guaranteed that the 10-day volume weighted average price on the date six months after closing to be at least $1.20. The Company will be obligated to issue additional shares of restricted common stock should the price be below $1.20. The Company was obligated to issue additional shares of restricted common stock should the price be below $1.20. On October 4, 2013, the common stock of the Company was $0.18 therefore, on October 7, 2013 an additional 1,700,000 shares of restricted stock were issued (see Notes 2 and 8).

On April 4, 2013, Green Hygienics contracted to acquire certain assets via an asset purchase agreement (“APA”) with Clearly Herbal International Ltd., a British Virgin Islands corporation (“CHI”). The APA was to acquire certain assets, primarily the trademark “CLEARLY HERBAL” as registered with in the United Kingdom. The closing date is set for July 4, 2013 or earlier. The Company will pay the owner of CHI 200,000 shares of restricted common stock of the Company (see Note 2 and 8). As a condition of the acquisition, the Company guaranteed that the 10-day volume weighted average price on the date six months after closing to be at least $1.20. The Company will be obligated to issue additional shares of restricted common stock should the price be below $1.20. The Company was obligated to issue additional shares of restricted common stock should the price be below $1.20. On October 4, 2013, the common stock of the Company was $0.18 therefore, on October 7, 2013 an additional 1,133,333 shares of restricted stock were issued (see Notes 2 and 8).

On May 16, 2013, the Company engaged Brunson Chandler & Jones, PLLC (“BCJ”) as its legal counsel. The engagement requires a monthly payment of $6,000 beginning June 1, 2013, of which a minimum of $1,000 in cash is payable with the remaining portion payable in cash or common stock.

On July 26, 2013, the Company engaged RedChip Companies, Inc. (“RedChip”), a public and investor relations firm. As part of the eight month agreement, the Company is obligated for a monthly fee of $8,000. On February 7, 2014, the Company terminated the agreement with RedChip.

NOTE 6 – RELATED PARTIES

A summary of the accounts payable and accrued expenses to the officers and directors, as of September 30, 2014 and December 31, 2013, respectively, is as follows:

	September 30, 2014				December 31, 2013
	Accounts		Accrued		Accounts		Accrued
	Payable		Expenses		Payable		Expenses
Bruce Harmon	$	4,135	$	123,077	$	20,769	$	-
Jeffrey Thurgood (1)		3,119		7,167		-		-
Sugiarto Kardiman (1)		32,500		-		-		-
Philip Rundle (2)		-		-		11,184		-

Total	$	39,754	$	130,244	$	31,953	$	-

(1) Was not an officer at December 31, 2013 therefore balances not reflected.
(2) Resigned in July 2014.

Bruce Harmon (“Harmon”), Chairman of the Company, has payables and accruals due to him of $127,212 and $20,769 as of September 30, 2014 and December 31, 2013, respectively.

Jeffrey Thurgood (“Thurgood”), CEO of the Company, has payables due to him of $10,286 and $3,197, as of September 30, 2014 and December 31, 2013 (was not a related party), respectively.

Sugiarto Kardiman (“Kardiman”), CFO of the Company, has payables due to him of $32,500 and $27,991, as of September 30, 2014 and December 31, 2013 (was not a related party), respectively.

Philip Rundle (“Rundle”), former CEO and Director of the Company, has payables due to him of $0 and $11,184, as of September 30, 2014 and December 31, 2013, respectively.

On September 26, 2012, with the acquisition of Green Hygienics by Green Innovations, Harmon was issued 49,500,000 shares of common in exchange for the common stock of Green Hygienics.

On November 19, 2012, a subsidiary of the Company acquired, via an APA, certain assets from SBI-TX, from W. Ray (“Tray”) Harrison, Jr. (“Harrison”), a former employee of Green Hygienics (see Note 2).

On February 7, 2013, the Company and Harmon executed a Share Cancellation / Exchange / Return to Treasury Agreement. Harmon returned to the Company 45,000,000 shares of common stock in exchange for 5,000,000 shares of Series A preferred stock. The common shares were cancelled (see Note 8).

On April 4, 2013, Harmon converted accrued compensation into a convertible note payable for $50,000 (see Note 4).

On April 15, 2013, the Company issued 300,000 shares of common stock to Rundle (see Note 8) as part of his employment agreement.

On May 16, 2013, the Company amended the agreement with Harmon to issue shares equal to the contractual obligation to Rundle’s employment agreement. Harmon was issued 300,000 shares at a value of $168,000 or $0.56 per share (see Note 8).

On May 31, 2013, the Company entered into a Licensing Agreement with Tauriga (see Note 2). Harmon, the Chairman of the Company, is also the former CFO of Tauriga.

On July 9, 2013, W. Ray Harrison, Jr., a former employee of the Company, exercised his 500,000 warrants for common stock on a cashless basis using the prior day’s closing price of $0.3378 thereby a forfeiture of 14,801 shares with an issuance of 485,199 shares of common stock (see Note 2 and 8).

On July 12, 2013, W. Ray Harrison, Jr., a former employee of the Company, exercised his 250,000 options for common stock on a cashless basis based on the prior day’s closing price of $0.305 thereby a forfeiture of 8,196 shares with an issuance of 241,804 shares of common stock (see Note 8).

On July 12, 2013, Harmon loaned the Company $100,000 in the form of a convertible note.

On August 16, 2013, the Company issued Bruce Harmon, the Company’s CFO, 300,000 shares of common stock as compensation for services (see Note 8).

On September 5, 2013, the Company issued Jeff Thurgood, the Company’s Vice President of Sales, 250,000 shares of common stock as compensation for services (see Note 8).

On September 5, 2013, the Company issued Determinaction Business Advisory (“DBA”) 300,000 shares of common stock, as compensation for services. Kardiman, the owner of DBA, was serving as the Company’s Controller until June 16, 2014 when he became the CFO. See Note 8.

On September 10, 2013, the Company issued Rundle 300,000 shares of common stock as a condition of his employment agreement.

On September 10, 2013, the Company issued Harmon 300,000 shares of common stock as a condition of his employment agreement. See Note 8.

On November 1, 2013, the Company issued 1,111,111 options for common stock to Bruce Harmon pursuant to the renewal of his employment agreement. The options were valued at $150,000. See Note 8.

On November 1, 2013, the Company issued 15,000 shares of common stock to Charles Andrews, a member of the Board of Directors of the Company. The shares were valued at $2,100. See Note 8.

On November 1, 2013, Harmon converted accrued compensation into a convertible note payable for $50,000 (see Note 4).

On April 1, 2014, the Company issued 1,111,111 options for common stock to Philip Rundle pursuant to the renewal of his employment agreement. The options were valued at $111,111. See Note 8.

On April 30, 2014, Harmon exchanged 250,000 shares of Series A Preferred Stock for 250,000 shares of Series B Preferred Stock (see Note 8).

On July 30, 2014, the Company issued 100,000 shares of common stock to Charles Andrews for his services for the quarter as a director. The shares were recognized as an expense accordingly.

NOTE 7 – AMOUNTS PAYABLE IN COMMON STOCK AND DERIVATIVE LIABILITY

On July 24, 2013, we entered into a stipulation for settlement of claims with Ironridge, pursuant to which we resolved $2,621,037 of our accounts payable that Ironridge had agreed to purchase from our creditors in exchange for payment in full in cash. Pursuant to an order approving stipulation for settlement of claims that we jointly requested from the Los Angeles, California Superior Court, we agreed to issue to Ironridge shares of our common stock with an aggregate value equal to 105% of the claim amount plus reasonable attorney fees, divided by 80% of the following: the closing price of our stock on July 24, 2013, not to exceed the arithmetic average of the volume weighted average prices of any five trading days during a period equal to that number of consecutive trading days following the date of initial receipt of shares required for the aggregate trading volume, excluding after-hours trades, to exceed $25 million, less $0.01 per share, as reported by the Bloomberg Professional service of Bloomberg LP.

Under the terms of the agreement, Ironridge is prohibited from receiving any shares of common stock that would cause it to be deemed to beneficially own more than 9.99% of our total outstanding shares at any one time. Ironridge received an initial issuance of 3,600,000 common shares, 3,000,000 on September 25, 2013, 4,200,000 on October 23, 2013, 4,400,000 on December 16, 2013, 4,000,000 on February 4, 2014, 4,500,000 on March 20, 2014, 2,500,000 on May 20, 2014, and 6,400,000 on August 12, 2014.

On or about July 25, 2013, we issued 3,600,000 shares of our common stock to Ironridge. The issuance is exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, as the issuance of securities was in exchange for bona fide outstanding claims, where the terms and conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions.

As of September 30, 2013, Ironridge has one additional funding of $506,239 to be made on or about October 30, 2013. As of September 30, 2013, $2,114,798 has been funded and 6,600,000 shares of common stock have been issued. The Company incurred $105,740 in fees associated with this transaction. The Company has recorded $1,135,978 as amounts payable in common stock and $417,027 as a derivative liability. See Notes 4 and 9.

On October 29, 2014, Ironridge requested an additional 5,500,000 shares of common stock, to which we objected. See Note 10.

	Amounts Payable in Common Stock			Derivative Liability

December 31, 2013	$	1,079,348		$	347,223

Change		(467,179	)		601,315

March 31, 2014		612,169			948,538

Change		(100,500	)		(522,484	)

June 30, 2014		511,669			426,054

Change		2,264,399			2,350,014

September 30, 2014	$	2,776,068		$	2,776,068

The balances for the Amounts Payable in Common Stock and Derivative Liability accounts, as of September 30, 2014, were both $2,776,068. This balance was based on the issuable shares of 27,728,084,090. The calculations for both accounts are at their maximum as the calculation process, as contractually defined, is at its maximum, therefore, the amounts are identical.

NOTE 8 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company authorized 50,000,000 shares of preferred stock with a par value of $0.0001. On November 7, 2012, the Company’s Board of Directors approved the filing of a Certificate of Designation of the Preferences and Rights of Series A Preferred Stock of Green Innovations Ltd. (“Certificate of Designation”) with the Secretary of State of the State of Nevada authorizing the creation of a new series of preferred stock designated as “Series A Preferred Stock” pursuant to the authority granted to the Board of Directors under the Company’s Amended and Restated Certificate of Incorporation and Section NRS 78.1955 of the Nevada General Corporation Law. The Certificate of Designation was filed with the Nevada Department of State on November 7, 2012. The Certificate of Designation created 5,000,000 shares of Series A Preferred Stock. Each holder of Series A Preferred Stock will be entitled to participate in dividends or distributions payable to holders of the Company’s common stock at a rate of the dividend payable to each share of Common Stock multiplied by the number of shares of Common Stock that each share of such holder’s Series A Preferred Stock is convertible into. Each share of Series A Preferred Stock is convertible, at the option of the holder of the Series A Preferred Stock, into one share of the Company’s common stock. Shares of the Series A Preferred Stock will be issued to certain officers of the Company as the Board determines for consideration of the exchange for shares of common stock of the Company. Each share of Series A Preferred Stock will be entitled to ten (10) votes on all matters submitted to a vote of the stockholders of the Company (“Enhanced Voting Rights”). Upon the liquidation, dissolution or winding up of the Company, the holders of the Series A Preferred Stock will participate in the distribution of the Company’s assets with the holders of the Company’s Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all shares of Series A Preferred Stock). Due to the Enhanced Voting Rights, following the issuance of shares of Series A Preferred Stock, the holders of the Series A Preferred Stock may be able to exercise voting control over the Company. In such case, the holders of the Series A Preferred Stock may gain the ability to control the outcome of corporate actions requiring stockholder approval, including mergers and other changes of corporate control, going private transactions, and other extraordinary transactions. The concentration of voting control in the Series A Preferred Stock could discourage investments in the Company, or prevent a potential takeover of the Company which may have a negative impact on the value of the Company’s securities. In addition, the liquidation rights granted to the holders of the Series A Preferred Stock will have a dilutive effect on the distributions available to the holders of the Company’s common stock. As of September 30, 2014, there were 5,000,000 shares of Series A Preferred Stock issued or outstanding.

On April 11, 2014, the Company’s Board of Directors approved the filing of a Certificate of Designation of the Preferences and Rights of Series B Preferred Stock of Green Innovations Ltd. (“Certificate of Designation”) with the Secretary of State of the State of Nevada authorizing the creation of a new series of preferred stock designated as “Series B Preferred Stock” pursuant to the authority granted to the Board of Directors under the Company’s Amended and Restated Certificate of Incorporation and Section NRS 78.1955 of the Nevada General Corporation Law. The Certificate of Designation was filed with the Nevada Department of State on April 14, 2014. The Certificate of Designation designated 250,000 shares of the Company’s preferred stock as Series B Preferred Stock. Each holder of Series B Preferred Stock will be entitled to participate in dividends or distributions payable to holders of the Company’s common stock at a rate of the dividend payable to each share of Common Stock multiplied by the number of shares of Common Stock that each share of such holder’s Series B Preferred Stock is convertible into. Each share of Series B Preferred Stock is convertible, at the option of the holder of the Series B Preferred Stock, into one share of the Company’s common stock. Shares of the Series B Preferred Stock will be issued to certain officers of the Company as the Board determines for consideration of the exchange for shares of Series A Preferred Stock of the Company, as already issued. Each share of Series B Preferred Stock will be entitled to one thousand (1,000) votes on all matters submitted to a vote of the stockholders of the Company (“Enhanced Voting Rights”).

Upon the liquidation, dissolution or winding up of the Company, the holders of the Series B Preferred Stock will participate in the distribution of the Company’s assets with the holders of the Company’s Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all shares of Series B Preferred Stock). Due to the Enhanced Voting Rights, following the issuance of shares of Series B Preferred Stock, the holders of the Series B Preferred Stock may be able to exercise voting control over the Company. In such case, the holders of the Series B Preferred Stock may gain the ability to control the outcome of corporate actions requiring stockholder approval, including mergers and other changes of corporate control, going private transactions, and other extraordinary transactions. The concentration of voting control in the Series B Preferred Stock could discourage investments in the Company, or prevent a potential takeover of the Company which may have a negative impact on the value of the Company’s securities. In addition, the liquidation rights granted to the holders of the Series B Preferred Stock will have a dilutive effect on the distributions available to the holders of the Company’s common stock. On April 30, 2014, Harmon returned to the Company 250,000 shares of Series A Preferred Stock in exchange for 250,000 shares of Series B Preferred Stock (see Notes 6 and 10). As of September 30, 2014, there were 250,000 shares issued and outstanding.

Common Stock

The Company is authorized to issue 50,000,000 shares of common stock, as amended on August 15, 2012, with a par value of $0.0001. The common stock is voting. On September 24, 2012, the Company amended its authorized shares to 150,000,000.

On August 15, 2012, the Company had a forward split of its stock with twenty shares for one share as the effect. All instances where common stock is mentioned in these statements reflect the 20:1 split.

On September 26, 2012, the Company acquired Green Hygienics in exchange for 49,500,000 shares of common stock of the Company. These shares were issued in October 2012.

In October 2012, the two directors and former officers of the Company, Mordechai David and Shamir Benita, cancelled 79,500,000 shares of common stock issued to them.

On January 18, 2013, the Company sold 300,000 shares of restricted common stock to Belmont Group Ltd. for $180,000 at a price of $0.60 per share.

On February 4, 2013, the Company appointed K. Parmar to its Advisory Board. As compensation for the appointment, K. Parmar was issued 12,500 shares quarterly for his service.

On February 11, 2013, the Company appointed Mark DeFilippo (“DeFilippo”) to its Advisory Board. As compensation for the appointment, DeFilippo will be issued 12,500 shares quarterly for his service. These shares were recorded at a value of $0.97 per share (the closing price the previous day) or $12,125. The shares were issued in April 2013 (see Note 6).

On February 12, 2013, the Company sold 107,143 shares of restricted common stock to Coventry Capital for $150,000 at a price of $1.40 per share (the closing price the previous day).

On February 18, 2013, the Company appointed Sandy Greenberg (“Greenberg”) to its Advisory Board. As compensation for the appointment, Greenberg will be issued 12,500 shares quarterly for his service. These shares were recorded at a value of $2.22 per share (the closing price the previous day) or $27,750. The shares were issued in April 2013 (see Note 6).

On February 18, 2013, the Company appointed Michael Perfetti (“Perfetti”) to its Advisory Board. As compensation for the appointment, Perfetti will be issued 12,500 shares quarterly for his service. These shares were recorded at a value of $2.22 per share (the closing price the previous day) or $27,750. The shares were issued in April 2013 (see Note 6).

On February 19, 2013, the Company appointed Y. Parmar to its Advisory Board. As compensation for the appointment, Y. Parmar will be issued 12,500 shares quarterly for his service. These shares were recorded at a value of $2.22 per share (the closing price the previous day) or $27,750. The shares were issued in April 2013 (see Note 6).

On February 19, 2013, the Company declared a share dividend on a basis of 1.24:1 as of the record date of February 19, 2013, thereby all common shareholders shall receive 0.24 of a share for every one share owned. The Company’s issued and outstanding shall increase from 25,000,000 to 31,000,000 shares of common stock. The shares issued to Y. Parmar, DeFilippo, Greenberg, Perfetti and K. Parmar were not eligible for the dividend as they were not issued. The shares of common stock purchased by Coventry Capital on February 12, 2013 were not issued prior to the dividend therefore the Company issued and additional 46,611 shares of common stock to Coventry Capital for the dividend (see Note 8). The total shares issued for the dividend was 6,046,611 (see Note 8).

On February 22, 2013, the Company appointed Rundle to its Advisory Board. As compensation for the appointment, Rundle was to be issued 12,500 shares quarterly for his service. These shares were recorded at a value of $0.51 per share (the closing price the previous day) or $6,375. The shares were issued in April 2013 (see Note 6).

On February 22, 2013, the Company contracted with Vincent & Rees (“V&R”) to serve as the Company’s legal counsel. As compensation for the agreement, V&R received 250,000 shares of restricted common stock of the Company. These shares were recorded at a value of $0.51 per share (the closing price the previous day) or $127,500. The shares were issued in April 2013.

On April 4, 2013, in exchange for certain assets of Clearly Herbal International Ltd., a British Virgin Islands corporation (“CHI”), the Company paid the owner of CHI 300,000 shares of restricted common stock for an United States trademark (see Note 2). Additionally, the Company has issuable 200,000 shares of restricted common stock for an United Kingdom trademark (see Note 2). The value of the two transactions was $600,000 or $1.20 per share. As a condition of the acquisition, the Company guaranteed that the 10-day volume weighted average price on the date six months after closing to be at least $1.20. The Company was obligated to issue additional shares of restricted common stock should the price be below $1.20. On October 4, 2013, the common stock of the Company was $0.18 therefore, on October 7, 2013 an additional 1,700,000 shares of restricted stock were issued (see Notes 2 and 5).

On April 4, 2013, Y. Parmar, a member of the Advisory Board, purchased 100,000 shares of common stock at a discounted price of $0.54 per share for $50,000 (see Note 6).

On April 4, 2013, Alain Cameron purchased 55,555 shares of common stock at a discounted price of $0.54 per share for $30,000.

On April 15, 2013, the Company granted 300,000 shares of common stock to Rundle, the chief executive officer of the Company, as part of his employment agreement. The Company recorded the value of the shares at $268,750 or $0.90 per share (see Note 6).

On May 8, 2013, N. Parmar, a co-owner of American Hygienics Corporation, a supplier to the Company, purchased 125,000 shares of common stock at a discounted price of $0.40 per share for $50,000.

On May 8, 2013, K. Parmar, a member of the Advisory Board and co-owner of American Hygienics Corporation, a supplier to the Company, purchased 125,000 shares of common stock at a discounted price of $0.40 per share for $50,000 (see Note 6).

On May 16, 2013, the Company amended the agreements with Harmon and RJR Manufacturers’ Agent (“RJR”) to issue shares equal to the contractual obligation to Rundle’s employment agreement. Harmon was issued 300,000 shares and RJR has 300,000 shares issuable, at a value of $168,000 each or $0.56 per share. See Note 6 in regards to Harmon.

On June 15, 2013, the Company issued 20,000 shares of common stock to a consultant for services rendered for June. The shares were recorded at a cost of $9,300.

On June 18, 2013, the Company issued to BCJ, the Company’s corporate counsel, 111,905 shares of common stock as part of its annual engagement with BCJ, 100,000 shares due on June 1, 2013, and 11,905 shares for the partial month of May, for legal services. The shares were issued at the previous day’s closing price of $0.49 or $54,833. The 100,000 shares will be amortized over one year.

On June 18, 2013, the Company issued 10,000 shares of common stock to Black Mountain Equities, Inc. as a conditional of financing (see Note 4). The shares were recorded as a debt discount of $5,000 as the stock was valued at $0.50 per share.

On June 18, 2013, the Company issued 62,500 shares or 12,500 each, to its Advisory Board, Perfetti, Y. Parmar, K. Parmar, Sandberg, and DeFilippo. The shares were valued collectively at $28,750.

On June 18, 2013, the Company issued 20,000 shares of common stock as compensation to a consultant in regards to services rendered.

On June 30, 2013, the Company recorded 22,635 shares of common stock issuable to BCJ for June legal fees. The shares were valued at $8,375, or $0.37 per share, and due to an averaging method of calculation, a $3,375 loss on issuance was recorded. The shares were issued in July 2013.

On July 5, 2013, the Company issued 35,000 shares of common stock as compensation to a consultant in regards to services rendered. The shares were recorded at a cost of $9,451.

On July 12, 2013, as a condition of financing, the Company issued JMJ 24,390 shares of common stock. The stock, based on the prior day’s closing price of $0.31, was valued at $7,561 and was recorded as a cost of financing. On October 30, 2013, as a condition of the settlement with JMJ, these shares were committed to be returned to the Company (see Notes 4 and 8). The shares were returned on January 6, 2014.

On July 29, 2013, the Company issued 35,000 shares of common stock as compensation to a consultant in regards to services rendered. The shares were recorded at a cost of $9,450.

On July 29, 2013, as part of an engagement agreement with RedChip Companies, Inc., a public and investor relations firm, the Company issued 300,000 shares of common stock. The shares were recorded at a cost of $81,300.

On August 16, 2013, the Company issued 12,500 shares of common stock to Hilton Kahn, a member of the Advisory Board, as his quarterly compensation. The shares were valued at $0.278 per share, the previous day’s price based on July 15, 2013, the date of the contractual obligation, or $3,500. See Note 6.

On August 16, 2013, the Company issued RJR Manufacturers’ Agent 300,000 shares of common stock, as compensation for services. The shares were valued at $0.278 per share, or $83,370.

On August 16, 2013, the Company issued Bruce Harmon, the Company’s CFO, 300,000 shares of common stock, as compensation for services. The shares were valued at $0.278 per share, or $83,370 (see Note 6).

On September 5, 2013, the Company issued DBA 300,000 shares of common stock, as compensation for services. The shares were valued at $0.20 per share, or $60,000. The shares have a three year vesting therefore will be amortized accordingly. As of September 30, 2014, $22,500 has been expensed. See Note 6.

On September 5, 2013, the Company issued Jeff Thurgood, the Company’s Vice President of Sales, now CEO, 250,000 shares of common stock, as compensation for services. The shares were valued at $0.20 per share, or $50,000. The shares have a three year vesting therefore will be amortized accordingly. As of September 30, 2014, $18,472 has been expensed. See Note 6.

On September 6, 2013, the Company issued 35,161 shares of common stock to BCJ for August legal fees. The shares were valued at $10,267, or $0.29 per share, and due to an averaging method of calculation, a $10,267 loss on issuance was recorded.

On September 6, 2013, the Company issued 41,254 shares of common stock to BCJ for September legal fees. The shares were valued at $9,488.42, or $0.23 per share, and due to an averaging method of calculation, a $5,488 loss on issuance was recorded.

On September 12, 2013, RJR Manufacturers’ Agent exercised these warrants on a cashless basis based on the prior day’s closing price of $0.3378 thereby a forfeiture of 72,992 shares with an issuance of 927,008 shares of common stock.

On September 13, 2013, the Company sold 26,087 shares of restricted common stock to an individual for $3,000. The shares sold were discounted by 25% due to the restriction and a loss of $1,043 was recorded.

On September 18, 2013, the Company issued 200,000 shares of common stock to Kalpesh Vyas as payment for the finalization of the transfer of ownership of the United Kingdom Clearly Herbal trademark (see Notes 2 and 5).

On September 18, 2013, the Company issued Tauriga 625,000 shares of common stock as obligated under the licensing agreement between Tauriga and GHI (see Note 2).

On September 18, 2013, the Company issued a shareholder 264 shares of common stock as part of the February 2013 dividend. The shareholder was omitted from the original issuance due to the timing of his ownership. The Company believes that the lack of issuance at the time of dividend was correct but, in order to avoid any potential problems, issued the immaterial amount of shares. The issuance was recorded as a loss of $73 based on the prior day’s closing price of $0.275.

On October 7, 2013, the Company issued 62,500 shares or 12,500 each, to its Advisory Board, Perfetti, Y. Parmar, K. Parmar, Sandberg, and DeFilippo. The shares were valued collectively at $14,375. See Note 6.

On October 8, 2013, the Company issued 44,307 shares of common stock to BCJ for legal services. The shares were valued at $13,723, or $0.31 per share, and due to an averaging method of calculation, a $4,861 loss on issuance was recorded.

On October 8, 2013, the Company issued Clearly Herbal International, a British Virgin Island corporation, an additional 1,700,000 shares of common stock in regards to the Clearly Herbal U.S. trademark and to Clearly Herbal International, a UK corporation, an additional 1,333,333 shares of common stock in regards to the Clearly Herbal UK trademark (see Notes 2 and 5).

On October 15, 2013, the Company issued 12,500 shares to Hilton Kahn, a new member of the Company’s Advisory Board. The shares were valued at $2,250. See Note 6.

On October 23, 2013, the Company issued 2,316,595 shares to TCA in conjunction with the financing provided by TCA. The shares were valued at $250,000. See Notes 4 and 5.

On October 31, 2013, the Company issued 40,000 shares of common stock to BCJ for legal services. The shares were valued at $5,600, or $0.14 per share, and due to an averaging method of calculation, a $1,600 loss on issuance was recorded.

On November 1, 2013, the Company issued 15,000 shares of common stock to Charles Andrews, a member of the Board of Directors of the Company. The shares were valued at $2,100. See Note 6.

On November 1, 2013, the Company issued 65,488 shares of common stock to BCJ for legal services. The shares were valued at $14,337, or $0.22 per share, and due to an averaging method of calculation, a $5,168 loss on issuance was recorded.

On November 25, 2013, the Company issued 46,611 shares of common stock to Coventry Capital in regards to the February 2013 dividend.

On November 25, 2013, the Company issued 30,000 shares of common stock to Robert Brennan, a consultant to the Company. Mr. Brennan had previously been issued 30,000 warrants for common stock which was cancelled. The shares were valued at $3,900.

On November 25, 2013, the Company issued 30,000 shares of common stock to Jean-Michel Fitamant, a consultant to the Company. The shares were valued at $3,900.

On November 25, 2013, the Company issued 30,000 shares of common stock to Michele Harris, a leased employee to the Company (became employee in January 2014). The shares were valued at $3,900.

On December 1, 2013, the Company issued 176,219 shares of common stock to BCJ for legal services. The shares were valued at $38,293, or $0.22 per share, and due to an averaging method of calculation, a $17,146 loss on issuance was recorded.

On January 1, 2014, the Company issued 131,492 shares of common stock to BCJ for legal services. The shares were valued at $10,519, or $0.08 per share, and due to an averaging method of calculation, a $6,519 loss on issuance was recorded.

On January 2, 2014, the Company sold 190,476 shares of restricted common stock to an individual for $10,000. The shares sold were discounted by 25% due to the restriction and a loss of $4,876 was recognized.

On January 3, 2014, the Company issued 51,471 shares of common stock to Octane, Inc. (“Octane”) for services. The shares were valued at $4,118, or $0.08 per share, and due to a discount due to the restriction, a $1,493 loss on issuance was recorded.

On January 6, 2014, the Company cancelled 24,390 shares of common stock that were previously issued to JMJ (see Note 4). As a condition of the payment of the note to JMJ on October 30, 2013, these shares were agreed to be returned and cancelled.

On January 8, 2014, Black Mountain converted $10,000 of principal of the note dated June 12, 2013, into 263,505 shares of common stock, valued at $21,080. A loss on conversion of $11,080 was recorded. See Note 4.

On January 17, 2014, the Company issued 2,684,964 shares of common stock to TCA (see Notes 4 and 5) in conjunction with the financing provided by TCA. The shares were valued at $225,537. The shares have a guaranteed value of $112,500 and TCA cannot exceed that amount. As applicable, upon sale and recognition of the above stated compensation, any remaining shares will be returned to the Company for cancellation. The Company recorded a receivable of $113,037 in records to the over issuance value.

On January 22, 2014, the Company sold 152,000 shares of restricted common stock to an employee for $9,975. The shares sold were discounted by 25% due to the restriction and a loss of $3,705 was recorded.

On January 24, 2014, Black Mountain converted $55,000 of principal and $5,500 of accrued interest of the note dated June 12, 2013, into 1,231,708 shares of common stock, valued at $160,122. A loss on conversion of $99,622 was recorded. See Note 4.

On February 1, 2014, the Company issued 15,000 shares of common stock to Charles Andrews, a director of the Company (see Note 6), for services. The shares were valued at $1,800, or $0.12 per share.

On February 1, 2014, the Company issued 88,418 shares of common stock to BCJ for legal services. The shares were valued at $10,610, or $0.12 per share, and due to an averaging method of calculation, a $6,610 loss on issuance was recorded.

On February 4, 2014, the Company issued 4,000,000 shares of our common stock to Ironridge. The issuance is exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, as the issuance of securities was in exchange for bona fide outstanding claims, where the terms and conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions. See Notes 5 and 7.

On March 1, 2014, the Company issued 97,915 shares of common stock to BCJ for legal services. The shares were valued at $11,750, or $0.12 per share, and due to an averaging method of calculation, a $7,750 loss on issuance was recorded.

On March 19, 2014, the Company issued 50,000 shares of common stock to BCJ for additional legal services outside of the agreement between the parties. The shares were valued at $5,000, or $0.10 per share.

On March 19, 2014, 900,000 shares of common stock that were authorized for issuance in 2013 but never issued and recorded as issuable, were issued.

On March 25, 2014, the Company issued 150,000 shares of common stock to American Capital Ventures (“ACV”) for investor relation services for three months. The shares were valued at $15,000, or $0.10 per share.

On April 1, 2014, the Company issued 98,804 shares of common stock to BCJ for legal services. The shares were valued at $9,880, or $0.10 per share, and due to an averaging method of calculation, a $5,880 loss on issuance was recorded.

On April 18, 2014, the Company issued 2,500,000 shares of common stock to Mirador Consulting, LLC (“Mirador”) for management consulting for six months. The shares were valued at $225,000, or $0.09 per share. As of September 30, 2014, $187,500 has been expensed and the remaining will be amortized over the remaining period of the contract.

On April 18, 2014, the Company cancelled 87,500 shares of common stock that had been incorrectly issued to the Advisory Board in prior periods.

On April 30, 2014, the Company issued 50,000 shares of common stock to Charles Andrews, a director of the Company (see Note 6), for services. The shares were valued at $4,375, or $0.0875 per share.

On May 1, 2014, the Company issued 109,589 shares of common stock to BCJ for legal services. The shares were valued at $9,863, or $0.09 per share, and due to an averaging method of calculation, a $5,863 loss on issuance was recorded.

On June 1, 2014, the Company issued 131,079 shares of common stock to BCJ for legal services. The shares were valued at $10,486, or $0.08 per share, and due to an averaging method of calculation, a $6,486 loss on issuance was recorded.

On June 13, 2014, the Company issued 300,000 shares of common stock to John H. Shaw (“Shaw”) for corporate communications for six months. The shares were valued at $21,000, or $0.07 per share.

On July 1, 2014, the Company issued 151,149 shares of common stock to BCJ for legal services. The shares were valued at $9,069, or $0.06 per share, and due to an averaging method of calculation, a $5,069 loss on issuance was recorded.

On July 30, 2014, the Company issued 100,000 shares of common stock to Charles Andrews for his services for the quarter as a director. The shares will be recognized as an expense accordingly.

On August 1, 2014, the Company issued 253,165 shares of common stock to BCJ for legal services. The shares were valued at $7,595, or $0.03 per share, and due to an averaging method of calculation, a $3,595 loss on issuance was recorded.

On September 1, 2014, the Company issued 329,056 shares of common stock to BCJ for legal services. The shares were valued at $9,872, or $0.03 per share, and due to an averaging method of calculation, a $5,872 loss on issuance was recorded.

On September 4, 2014, the Company issued TCA an additional 4,000,000 shares of common stock as part of the guaranteed value for the investment banking fee (see Note 4).

The following table reflects common stock issuable and common stock issued from December 31, 2013 through September 30, 2014, as follows:

	Shares						Amount
	Common Stock Issuable		Common Stock		Total		Common Stock Issuable		Common Stock		Total		APIC

December 31, 2013		27,149,158		58,103,672		85,252,830	$	2,715	$	5,810	$	8,525	$	8,954,568

Change		6,640,662		14,482,559		21,123,221		664		1,449		2,113		1,578,779

March 31, 2014		33,789,820		72,586,231		106,376,051		3,379		7,259		10,638		10,533,347

Change		11,525,405		5,601,972		17,127,377		1,153		560		1,713		466,749

June 30, 2014		45,315,225		78,188,203		123,503,428		4,532		7,819		12,351		11,000,096

Change		27,682,768,865		11,659,507		27,694,428,372		2,768,276		1,166		2,769,442		(7,173,778	)

September 30, 2014		27,728,084,090		89,847,710		27,817,931,800	$	2,772,808	$	8,985	$	2,781,793	$	3,826,318

See Note 7 regarding issuable common stock and APIC. The increase in the issuable stock is offset in APIC thereby reducing APIC by $7,382,691 in the third quarter of 2014.

Stock Warrants

The Company has granted warrants to employees. As of September 30, 2014 and December 31, 2013, the balance was zero and there was no activity in the period.

On November 19, 2012, the Company issued 500,000 fully vested warrants with an exercise price of $0.01 per share for common stock to W. Ray Harrison, Jr. as compensation for the APA with SBI-TX (see Note 3). The warrants were valued at $0.58 per warrant or $290,000 using the average price for our common stock. On July 9, 2013, Mr. Harrison exercised these warrants on a cashless basis based on the prior day’s closing price of $0.3378 thereby a forfeiture of 14,801 shares with an issuance of 485,199 shares of common stock. See Note 2 and 6.

The Company has granted warrants to non-employees. Warrant activity for non-employees the nine months ended September 30, 2014 is as follows:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number		Exercise		Contractual		Intrinsic
	of Warrants		Price		Terms		Value

Outstanding at December 31, 2013		2,111,111	$	0.076

Granted		-	$	-
Forfeited		-		-
Exercised		-	$	-

Outstanding at September 30, 2014		2,111,111	$	0.076		3.79	$	2,500

Exercisable at September 30, 2014		2,111,111	$	0.076

Weighted Average Grant Date Fair Value			$	-

On November 1, 2012, the Company issued 1,000,000 fully vested warrants with an exercise price of $0.01 per share for common stock to RJR Manufacturers’ Agent as compensation for services. The warrants were valued at $0.43 per warrant or $430,000 using the average price for our common stock. On September 12, 2013, RJR Manufacturers’ Agent exercised these warrants on a cashless basis based on the prior day’s closing price of $0.3378 thereby a forfeiture of 72,992 shares with an issuance of 927,008 shares of common stock.

On March 17, 2013, the Company issued 1,000,000 fully vested warrants with an exercise price of $0.01 per share for common stock to Ecotrade Solutions Ltd. as compensation for services. The warrants were valued at $0.88 per warrant or $880,000 using the average price for our common stock.

On August 13, 2013, the Company issued 30,000 warrants with an exercise price of $0.28 per share for common stock to Robert Brennan, a consultant to the Company, as compensation for services. On November 25, 2013, the Company cancelled the warrants and issued Mr. Brennan 30,000 shares of common stock.

On November 1, 2013, the Company issued 1,111,111 fully vested warrants with an exercise price of $0.135 per share for common stock to RJR Manufacturers’ Agent as compensation for services. The warrants were valued at $0.135 per warrant or $150,000 using the current price for our common stock.

Stock Options

The Company approved the 2012 Stock Option Plan on November 14, 2012 under which 10,000,000 shares were reserved for issuance.

The Company has granted options to employees. Options activity for the nine months ended September 30, 2014 is as follows:

			Weighted		Weighted Average
			Average		Remaining		Aggregate
	Number		Exercise		Contractual		Intrinsic
	of Options		Price		Terms		Value

Outstanding at December 31, 2013	2,111,111		$	0.076

Granted	1,111,111		$	0.10
Exercised	-		$	-
Forfeited		-		-
Expired		-	$	-

Outstanding at September 30, 2014		3,222,222	$	0.084		8.91	$	2,500

Exercisable at September 30, 2014		3,222,222	$	0.082

Weighted Average Grant Date Fair Value			$	0.10

On November 14, 2012, the Company granted Bruce Harmon 1,000,000 options for common stock. The options are fully-vested at issuance, have a five-year life, and have an exercise price of $0.01. The options were valued at $0.53 per option or $530,000 using the average price of our common stock. See Note 6.

On November 14, 2012, the Company granted W. Ray Harrison, Jr. 250,000 options for common stock. The options are fully-vested at issuance, have a five-year life, and have an exercise price of $0.01. The options were valued at $0.53 per option or $132,500 using the average price of our common stock. On July 12, 2013, Mr. Harrison exercised these options on a cashless basis based on the prior day’s closing price of $0.305 thereby a forfeiture of 8,196 shares with an issuance of 241,804 shares of common stock (see Note 6).

On November 1, 2013, the Company granted Bruce Harmon 1,111,111 options for common stock. The options are fully-vested at issuance, have a five-year life, and have an exercise price of $0.135. The options were valued at $0.135 per option or $150,000. See Note 6.

On April 1, 2014, the Company granted Philip Rundle 1,111,111 options for common stock. The options are fully-vested at issuance, have a five-year life, and have an exercise price of $0.10. The options were valued at $0.10 per option or $111,111. See Note 6.

NOTE 9 – CONCENTRATIONS

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to a concentration of credit risk, consist principally of temporary cash investments.

The Company places its temporary cash investments with financial institutions insured by the FDIC. No amounts exceeded federally insured limits as of September 30, 2014. There have been no losses in these accounts through September 30, 2014.

Concentration of Intellectual Property

The Company owns the trademark “SENSATIONAL” and “CLEARLY HERBAL” through the acquisitions from SBI-TX (see Note 2) and CHI (see Note 2), respectively, as filed with the United States Patent and Trademark Office (“USPTO”). Additionally, the Company has filed and been issued the trademark “FLORA” (the Company is not using “FLORA,” see Note 5) and has a patent pending on “SENSATIONALLY.” As of May 20, 2014, the USPTO will have recorded that the Company has abandoned the application for “SENSATIONALLY” and the patent “FLORA.”

NOTE 10 – SUBSEQUENT EVENTS

On October 1, 2014, the Company issued 810,373 shares of common stock to BCJ for legal services. The shares were valued at $9,872, or $0.03 per share, and due to an averaging method of calculation, a $5,872 loss on issuance was recorded.

On October 2, 2014, Black Mountain converted $10,000 of its note dated February 20, 2014 into 1,282,052 shares of common stock (see Note 4). The applicable discount will be recorded accordingly.

On October 10, 2014, the Company issued Mirador an additional 2,000,000 shares of common stock to adjust the compensation to Mirador for its consulting agreement due to the devaluation of the Company’s stock value (see Note 8). The applicable loss will be recorded accordingly.

On October 15, 2014, John Kirkland of Ironridge sent us an email with a spreadsheet claiming Ironridge was owed 27,728,084,090 shares of our common stock. On October 29, 2014, Keith Coulston of Ironridge sent us an email with a request for 5,500,000 shares of common stock. We formally objected to the issuance request on October 30, 2014, as the per share price of the Company’s common stock had dropped below $0.01/share for five days, resulting in the arithmetic average of the volume weighted average prices of any five trading days during the calculation period, less $0.01, being less than zero, such that Ironridge would not be entitled to any additional shares under the adjustment provisions of the stipulation for settlement of claims. John Kirkland subsequently emailed the Company on the afternoon of October 30, 2014, stating, “Comply with the judgment, or face contempt.” We immediately retained litigation counsel in California, who prepared an ex parte motion for declaratory relief—that (1) Ironridge is not due any additional shares of the Company’s common stock under the adjustment provisions of the stipulation, or (2) that, as another department of the Los Angeles Superior Court has observed in a nearly identical case involving the same stipulation terms, that the adjustment provisions in the stipulation are so convoluted and ambiguous that they are not enforceable. We are currently waiting on the court’s ruling on our motion.

On October 25, 2014, TCA and the Company extended the note for an additional four months with a new maturation date of February 25, 2015 (see Note 4). TCA charged the Company a fee of $100,000 to accommodate the extension.

On November 7, 2014, Black Mountain converted $10,000 of its note dated February 20, 2014 into 2,222,222 shares of common stock (see Note 4). The applicable discount will be recorded accordingly.

On November 10, 2014, the Company issued a convertible note to RJR Manufacturers Agent for the balance of contractual accrued compensation, and accrued interest, on a retroactive basis. The accrued compensation is due to RJR Manufacturers Agent, one of the key players in the initial building stages of Green Hygienics, was for forgoing compensation to aid the Company with cash flow. The accrued compensation and the applicable interest was $144,192.

On November 10, 2014, the Company issued a convertible note to Bruce Harmon for the balance of contractual accrued compensation, and accrued interest, on a retroactive basis. The accrued compensation is due to Mr. Harmon was for forgoing compensation to aid the Company with cash flow. The accrued compensation and the applicable interest was $144,192.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” ”will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Form 10-K dated December 31, 2013 for the fiscal year ended December 31, 2013 and in our subsequent filings with the Securities and Exchange Commission.

THESE FORWARD LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR ANTICIPATED RESULTS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS" AS FILED IN FORM 8-K DATED SEPTEMBER 26, 2012 AND ELSEWHERE IN THIS REPORT. THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH "SELECTED FINANCIAL DATA" AND THE COMPANY'S FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

Company Overview

The Company was a startup company that was incorporated in Nevada under the name Winecom, Inc. on July 1, 2008. The stockholders of the Company on August 15, 2012, approved a forward split of one share of common stock for twenty shares of common stock. On August 15, 2012, the Company filed with the State of Nevada for a name change to Green Innovations Ltd. (“Green Innovations”). On September 20, 2012, the Company filed with FINRA for its name change and a symbol change. On September 28, 2012, FINRA notified the Company of its symbol change from WNCM.OB to WNCMD.OB for thirty days, effective October 1, 2012, and then the subsequent change to GNIN.OB, to be traded on the NASDAQ OTC Bulletin Board. The Florida-based company is an importer and wholesaler of bamboo-based hygienic products through a licensing agreement for proprietary products. On September 26, 2012, the Company acquired Green Hygienics, Inc., a Florida corporation, as noted in Form 8-K dated September 26, 2012. The officer and director of the acquired company was the sole officer and a director of the Company at the time of the acquisition.

The Company has two wholly-owned subsidiaries; Green Hygienics, Inc. (“Green Hygienics”), a Florida corporation, and Sensational Brands, Inc. (“Sensational Brands”), a Florida corporation, which was dissolved in September 2013.

Results of Operations

Three months ended September 30, 2014 compared to the three months ended September 30, 2013

Revenue. For the three months ended September 30, 2014, our revenue was $733,262, compared to $748,238 for the same period in 2013. The revenue decreased an immaterial percentage.

Direct Costs of Revenue. For the three months ended September 30, 2014, our direct costs of revenue were $665,110, compared to $769,342 for the same period in 2013.

General and Administrative Expenses. For the three months ended September 30, 2014, general and administrative expenses were $686,954 (includes stock-based compensation of $248,617) compared to $845,540 (includes stock-based compensation of $152,625) for the same period in 2013.

Selling and Marketing Expenses. For the three months ended September 30, 2014, selling and marketing expenses were $468,182 compared to $121,469 for the same period in 2013. This increase was primarily caused by the continued marketing efforts.

Other Income (Expense). For the three months ended September 30, 2014, other income (expense) was $(974,398) compared to $(1,293,744) for the same period in 2013.

Net Loss. We generated net losses of $2,061,382 for the three months ended September 30, 2014 compared to $2,281,857 for the same period in 2013.

Nine months ended September 30, 2014 compared to the nine months ended September 30, 2013

Revenue. For the nine months ended September 30, 2014, our revenue was $2,869,423, compared to $1,347,883 for the same period in 2013. The increase was from operations continuing to increase revenue quarterly.

Direct Costs of Revenue. For the nine months ended September 30, 2014, our direct costs of revenue were $2,121,205, compared to $1,071,100 for the same period in 2013.

General and Administrative Expenses. For the nine months ended September 30, 2014, general and administrative expenses were $2,910,223 (includes stock-based compensation of $753,036) compared to $2,882,361 (includes stock-based compensation of $1,739,863) for the same period in 2013.

Selling and Marketing Expenses. For the nine months ended September 30, 2014, selling and marketing expenses were $1,290,756 compared to $200,612 for the same period in 2013. This increase was primarily caused by the continued marketing efforts.

Other Income (Expense). For the nine months ended September 30, 2014, other income (expense) was $(2,356,643) compared to $(1,542,028) for the same period in 2013.

Net Loss. We generated net losses of $5,809,404 for the nine months ended September 30, 2014 compared to $4,348,218 for the same period in 2013.

Liquidity and Capital Resources

General. At September 30, 2014, we had cash and cash equivalents of $75,859. We have historically met our cash needs through a combination of proceeds from financing from third parties. Our cash requirements are generally for selling, general and administrative activities. We believe that our cash balance is not sufficient to finance our cash requirements for expected operational activities, capital improvements, and partial repayment of debt through the next 12 months.

Our operating activities used cash in operations of $800,755 for the nine months ended September 30, 2014, and we used cash in operations of $1,200,888 during the same period in 2013. The principal elements of cash flow from operations for the nine months ended September 30, 2014 included a net loss of $5,809,404.

Cash provided by our financing activities was $838,310 for the nine months ended September 30, 2014, compared to $1,195,260 during the comparable period in 2013. This decrease was primarily attributed to the repayment of notes payable.

As of September 30, 2014, current liabilities exceeded current assets by 3.9 times. Current assets decreased from $2,570,473 at December 31, 2013 to $1,369,512 at September 30, 2014 whereas current liabilities increased from $2,385,988 at December 31, 2013 to $5,400,401 at September 30, 2014.

GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had sales of $2,869,423 and net losses of $5,809,404 for the nine months ended September 30, 2014 compared to sales of $1,347,883 and net losses of $4,348,218 for the nine months ended September 30, 2013. The Company had working capital deficiency, stockholders’ deficit, and accumulated deficit of $4,030,889, $8,741,452 and $15,350,064, respectively, at September 30, 2014, and used cash in operations of $800,755 in the nine months ended September 30, 2014. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company is highly dependent on its ability to continue to obtain investment capital from future funding opportunities to fund the current and planned operating levels. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to bring in income generating activities and its ability to continue receiving investment capital from future funding opportunities. No assurance can be given that the Company will be successful in these efforts.

Off-Balance Sheet Arrangements

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

CRITICAL ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Green Innovations and its wholly-owned subsidiary (as of September 30, 2014), Green Hygienics and Sensational Brands. All significant inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying unaudited consolidated financial statements include the valuation and purchase price allocation of assets acquired and liabilities assumed in business combination, amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the web site and property and equipment, valuation of warrants and beneficial conversion features, valuation of derivatives, valuation of share-based payments and the valuation allowance on deferred tax assets.

Changes in Accounting Principles

No significant changes in accounting principles were adopted during the nine months ended September 30, 2014.

Derivatives

The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date.

Impairment of Long-Lived Assets

Fair Value of Financial Instruments

The Company measures their financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses escrow liability and short-term loans the carrying amounts approximate fair value due to their short maturities.

Effective January 1, 2008, we adopted accounting guidance for financial and non-financial assets and liabilities. The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Revenue Recognition

Revenues are recognized on our products in accordance with ASC 605-10, “Revenue Recognition in Financial Statement.” Under these guidelines, revenue is recognized on sales transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company has several revenue streams as follows:

·	Delivery of product to a merchant.

The Company may have other revenue that deviates from the normal course of business.

Seasonal Revenue

In the retail industry, there are typically seasonal periods of sales which cause fluctuations in revenue. The Company, due to the type of products it sells, does not have seasonal revenues.

Stock-Based Compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model.

Net Earnings (Loss) Per Share

In accordance with ASC 260-10, “Earnings Per Share,” basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares which may dilute future earnings per share as of September 30, 2014 consist of convertible notes convertible into 44,208,745 common shares. Equivalent shares are not utilized when the effect is anti-dilutive.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As the Company is a “smaller reporting company,” this item is inapplicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

1.	The Company intends to appoint additional independent directors;
2.	Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
3.	Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
4.	Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

To remediate our internal control weaknesses, management intends to implement the following measures:

▪

The Company will add sufficient number of independent directors to the board and appoint additional member(s) to the Audit Committee.

▪

The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.

▪

The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.

▪

Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

The additional hiring is contingent upon The Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

Changes in Internal Control over Financial Reporting

Except as set forth above, due to the new business plan, we are in the process of finalizing our controls over the new business process.

Limitations on the Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of August 10, 2014, there were no pending or threatened lawsuits except as noted below.

Ironridge Global IV, Ltd.

On July 24, 2013, we entered into a stipulation for settlement of claims with Ironridge Global IV, Ltd. (“Ironridge”), pursuant to which we resolved $2,621,036.58 of our accounts payable that Ironridge had agreed to purchase from our creditors in exchange for payment in full in cash. Pursuant to an order approving stipulation for settlement of claims that we jointly requested from the Los Angeles, California Superior Court (Ironridge Global IV, Ltd. v. Green Innovations, Ltd., Case No. BC515730, Department 56), we agreed to issue to Ironridge shares of our common stock with an aggregate value equal to 105% of the claim amount plus reasonable attorney fees, divided by 80% of the following: the closing price of our stock on July 24, 2013, not to exceed the arithmetic average of the volume weighted average prices of any five trading days during a period equal to that number of consecutive trading days following the date of initial receipt of shares required for the aggregate trading volume, excluding after-hours trades, to exceed $25 million, less $0.01 per share, as reported by the Bloomberg Professional service of Bloomberg LP.

Oasis Brands, Inc.

On October 16, 2013, the Company received a letter, and copy of an unserved Complaint filed in the United States District Court for the Eastern District of Virginia, Norfolk Division (Case No. 2:13-cv-529-RAJ-DEM), from the attorneys for Oasis Brands, Inc. (“Oasis Brands”), a competitor of the Company and the former employer of Philip Rundle, the Company’s chief executive officer, Jeff Thurgood, the Company’s vice president of sales, and Awie Kardiman, the Company’s controller. The letter and Complaint alleges that the Company has infringed upon Oasis Brands’ intellectual property—specifically, their trademark “Fiora.” The letter and Complaint further requests a cease and desist on the Company’s use of its trademark, “Flora,” as issued by the United States Patent and Trademark Office. The Company, due to information provided by Mr. Rundle, who served as chief executive officer of Oasis Brands and was the signer for the application for Oasis Brands’ trademark “Fiora,” contends that “Fiora” was named after a river in Italy, whereas “Flora” is the Spanish word for “flower.” In any event, the Company, in an effort to avoid the expenses of litigation, offered to cease using the “Flora” mark. Oasis Brands then served the Complaint on the Company notwithstanding the offer. The Company, through special appearance of its attorneys, filed a Motion to Dismiss for Lack of Personal Jurisdiction on or about December 4, 2013. On December 27, 2013, Oasis Brands filed a Notice of Voluntary Dismissal Without Prejudice of Complaint, and the case is now dismissed without prejudice.

TCA Global Credit Master Fund, LP

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 1, 2014, the Company issued 131,492 shares of common stock to Brunson Chandler & Jones, PLLC (“BCJ”) for legal services. The shares were valued at $10,519, or $0.08 per share.

On January 2, 2014, the Company sold 190,476 shares of restricted common stock to an individual for $10,000.

On January 3, 2014, the Company issued 51,473 shares of common stock to Octane, Inc. for services. The shares were valued at $4,118, or $0.08 per share.

On January 8, 2014, Black Mountain converted $10,000 of principal of the note dated June 12, 2013, into 263,505 shares of common stock, valued at $21,080.

On January 17, 2014, the Company issued 2,684,964 shares of common stock to TCA Global Credit Master Fund, LP in conjunction with the financing provided by TCA.

On January 22, 2014, the Company sold 152,000 shares of restricted common stock to an employee for $9,975.

On January 24, 2014, Black Mountain converted $55,000 of principal and $5,500 of accrued interest of the note dated June 12, 2013, into 1,231,708 shares of common stock, valued at $160,122.

On February 1, 2014, the Company issued 15,000 shares of common stock to Charles Andrews, a director of the Company (see Note 6), for services.

On February 1, 2014, the Company issued 88,418 shares of common stock to BCJ for legal services. The shares were valued at $10,610, or $0.12 per share.

On February 4, 2014, the Company issued 4,000,000 shares of our common stock to Ironridge Global IV, Ltd. (“Ironridge”).

On March 19, 2014, 900,000 shares of common stock that were authorized for issuance in 2013 but never issued and recorded as issuable, were issued.

On March 20, 2014, we issued 4,500,000 shares of our common stock to Ironridge.

On April 1, 2014, the Company issued 1,111,111 options for common stock to Philip Rundle pursuant to the renewal of his employment agreement. The options were valued at $111,111.

On April 18, 2014, the Company entered into a Consulting Agreement with Mirador Consulting, LLC (“Mirador”), to provide management consulting, business advisory, shareholder information and public relations. The contract is for six months with compensation of 2,500,000 shares of restricted common stock. On October 10, 2014, the Company issued Mirador an additional 2,000,000 shares of common stock as additional compensation due to the decrease in valuation of the common stock previously issued (see Note 10).

On April 30, 2014, Bruce Harmon exchanged 250,000 shares of Series A Preferred Stock for 250,000 shares of Series B Preferred Stock.

On April 30, 2014, the Company issued 50,000 shares of common stock to Charles Andrews for his services for the quarter as a director.

On May 1, 2014, the Company issued 109,589 shares of common stock to BCJ for legal services.

On May 20, 2014, we issued 2,500,000 shares of our common stock to Ironridge.

On June 1, 2014, the Company issued 131,079 shares of common stock to BCJ for legal services.

On June 13, 2014, the Company issued 300,000 shares of common stock to John H. Shaw for corporate communications for six months. The shares were valued at $21,000, or $0.07 per share.

On July 30, 2014, the Company issued 100,000 shares of common stock to Charles Andrews for his services for the quarter as a director.

On August 12, 2014, we issued 6,400,000 shares of our common stock to Ironridge.

On September 1, 2014, the Company issued 329,056 shares of common stock to BCJ for legal services. The shares were valued at $9,872, or $0.03 per share.

On September 4, 2014, the Company issued TCA an additional 4,000,000 shares of common stock as part of the guaranteed value for the investment banking fee.

On October 1, 2014, the Company issued 810,373 shares of common stock to BCJ for legal services. The shares were valued at $9,872, or $0.03 per share.

On October 2, 2014, Black Mountain converted $10,000 of its note dated February 20, 2014 into 1,282,052 shares of common stock.

On November 7, 2014, Black Mountain converted $10,000 of its note dated February 20, 2014 into 2,222,222 shares of common stock.

The securities issued to Ironridge were issued pursuant to Section 3(a)(10) of the Securities Act of 1933, which allows the exchange of claims, securities, or property for stock when the arrangement is approved for fairness by a court proceeding, and the remaining securities were issued pursuant to exemptions from registration requirements relying on Section 4(2) of the Securities Act of 1933 and upon Rule 506 of Regulation D of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Number		Description

3.1		Articles of Incorporation (incorporated by reference to our Current Report on Form 8-K filed on June 1, 2010)
3.2		Bylaws (incorporated by reference to our Current Report on Form 8-K filed on June 1, 2010)
3.3		Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2012)
4.1		Certificate of Designation for Series A Preferred Stock (incorporated by reference to our Current Report on Form 8-K filed on February 8, 2013
4.2		Certificate of Designation for Series B Preferred Stock
10.1		Share Exchange Agreement between the Company, Green Hygienics, Inc. and Bruce Harmon dated September 26, 2012 (incorporated by reference to our Current Report on Form 8-K filed on September 26, 2012)
10.2		Licensing Agreement between American Hygienics Corporation and Green Hygienics, Inc. dated August 1, 2012 (incorporated by reference to our Current Report on Form 8-K filed on September 26, 2012)
10.3		Release between the Company and Mordechay David dated October 10, 2012 (incorporated by reference to our Current Report on Form 8-K filed on October 23, 2012)
10.4		Release between the Company and Shamir Benita dated October 10, 2012 (incorporated by reference to our Current Report on Form 8-K filed on October 23, 2012)
10.5		Employment Agreement with Philip Rundle dated April 1, 2013 (incorporated by reference to our Annual Report on Form 10-K filed on March 18, 2014)
10.6		License Agreement with Tauriga Sciences, Inc. dated May 31, 2013 (incorporated by reference to our Quarterly Report on Form 10-Q filed on June 6, 2013)
10.7		Stipulation for Settlement of Claims dated July 24, 2013 (incorporated by reference to our Annual Report on Form 10-K filed on March 18, 2014)
10.8		Senior Secured Revolving Credit Facility Agreement dated October 24, 2013 (incorporated by reference to our Quarterly Report on Form 10-Q filed on October 31, 2013)
10.9		Revolving Convertible Promissory Note dated October 24, 2013 (incorporated by reference to our Quarterly Report on Form 10-Q filed on October 31, 2013)
10.10		Employment Agreement with Bruce Harmon dated November 1, 2012 (incorporated by reference to our Annual Report on Form 10-K filed on March 18, 2014)
10.11		Amendment No. 2 to Senior Secured Revolving Credit Facility Agreement dated March 17, 2014 (incorporated by reference to our Annual Report on Form 10-K filed on March 18, 2014)
10.12		Amended and Restated Revolving Convertible Promissory Note dated March 17, 2014 (incorporated by reference to our Annual Report on Form 10-K filed on March 18, 2014)
10.13		Consulting Agreement with Sugiarto Kardiman dated Septemb 2013 (incorporated by reference er 2,to our Quarterly Report on Form 10-Q filed on August 14, 2014)
10.14 (1)		Employment Agreement with Jeffrey Thurgood dated August 26, 2013.
21.1		Subsidiaries of the Registrant: Green Hygienics, Inc., a Florida corporation
31.1 (1)		Certification of Principal Executive Officer of Green Innovations Ltd. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 (1)		Certification of Principal Accounting Officer of Green Innovations Ltd. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 (1)		Certification of Principal Executive Officer of Green Innovations Ltd. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
32.2 (1)		Certification of Principal Accounting Officer of Green Innovations Ltd. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
99.1		Asset Purchase and Sale Agreement with Clearly Herbal International dated April 4, 2013 for the United States trademark
99.2		Asset Purchase and Sale Agreement with Clearly Herbal International dated April 4, 2013 for the United Kingdom trademark
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

__________

(1) Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

	GREEN INNOVATIONS LTD.

Date: November 12, 2014	By	/s/ Jeffrey Thurgood
		Jeffrey Thurgood
		Chief Executive Officer


Date: November 12, 2014	By	/s/ Sugiarto Kardiman
		Sugiarto Kardiman
		Chief Financial Officer

GREEN INNOVATIONS LTD.

and Subsidiaries

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30,

(unaudited)