UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~_______________________________________________~~________________________________________

FORM 10-K

~~_______________________________________________~~________________________________________

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2013~~2014

o¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~______~~__________ to ~~______~~__________.

Commission File Number: ~~333~~000-~~167227~~54221

~~______________________________________________~~________________________________________

GREEN INNOVATIONS LTD. (Exact name of registrant as specified in its charter)

~~(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

Registrant’s former address was: 316 Del Prado Blvd. S., Suite 204, Cape Coral, FL 33990

_________________________________________

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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No

Indicate by check mark if the registrant is anot ~~well-known~~required ~~seasoned~~to ~~issuer,~~file asreports ~~defined~~pursuant into ~~Rule~~Section ~~405~~13 or Section 15(d) of the ~~Securities~~ Act. o ¨ Yes x No

Indicate by check mark ifwhether the registrant is(1) ~~not~~has ~~required~~filed toall ~~file~~ reports ~~pursuant~~required to be filed by Section 13 or ~~Section~~ 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. ox Yes x¨ No

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Website, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section~~posted 13pursuant orto ~~15(d)~~Rule 405 of ~~the~~Regulation ~~Exchange~~S-T ~~Act~~(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ~~issuer~~registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2)~~post ~~has been subject to~~ such ~~filing requirements for the past 90 days~~files). x Yes o ¨ No

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of ~~has~~delinquent ~~submitted~~filers ~~electronically~~pursuant ~~and~~to ~~posted~~Item on405 ~~its~~of ~~corporate~~Regulation ~~Website,~~S-K if(§ ~~any,~~229.405 ~~every Interactive~~of ~~Data~~this ~~File~~chapter) ~~required~~is tonot becontained ~~submitted~~herein, and ~~posted~~will ~~pursuant~~not be contained, to ~~Rule~~the ~~405~~best of ~~Regulation~~registrant’s ~~S-T~~knowledge, ~~(§232.405~~in ofdefinitive ~~this~~proxy ~~chapter)~~or ~~during~~information ~~the~~statements ~~preceding~~incorporated 12by ~~months~~reference ~~(or~~in ~~for~~Part ~~such~~III ~~shorter~~of ~~period~~this ~~that~~Form ~~the~~10-K ~~registrant~~or ~~was~~any ~~required~~amendment to ~~submit~~this ~~and~~Form ~~post such files)~~10-K. x ~~Yes o No~~¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Large Accelerated Filer o ¨ Accelerated Filer o ¨ Non-Accelerated Filer o ¨ 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). o ¨ Yes x No

On June 30, ~~2013~~2014, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the ~~Common~~registrant’s ~~Stock~~common stock held by non-affiliates of the registrant was $107,~~654~~099,~~728~~640, based upon the closing price on that date of the ~~Common~~common ~~Stock~~stock of the registrant on the OTC Bulletin Board system of $0.37062. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant.

As of ~~March~~April 31, ~~2014~~2015, the registrant had 87105,~~288~~190,~~482~~906 shares of its ~~Common~~common ~~Stock~~stock, $0.0001 par value, outstanding, and~~/or~~ 27,649,430,616 shares of its common stock, $0.0001 par value, issuable.

TABLE OF CONTENTS

		Page
PART I.
Item 1.	Business		34
Item 1A.	Risk Factors		1925
Item 1B.	Unresolved Staff Comments		2531
Item 2.	Properties		2531
Item 3.	Legal Proceedings		2531
Item 4.	Mine Safety Disclosures		2633
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		2734
Item 6.	Selected Financial Data		2835
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation		2835
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		3239
Item 8.	Financial Statements and Supplementary Data		33F-1
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		3440
Item 9A.	Controls and Procedures		3440
Item 9B.	Other Information		3642
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance		3743
Item 11.	Executive Compensation		3945
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		4046
Item 13.	Certain Relationships and Related Transactions, and Director Independence		4047
Item 14.	Principal Accounting Fees and Services		4148
PART IV.
Item 15.	Exhibits, Financial Statement Schedules		4249
	Signatures		4350
	Exhibits

FORWARD LOOKING STATEMENTS

This report on Form 10-K contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-K. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our consolidated financial statements for Green Innovations Ltd. Such discussion represents only the best present assessment from our Management.

PART I

Item 1. Business.

General Overview

We were incorporated in the State of Nevada on July 1, 2008 as Winecom, Inc. (“Winecom”). We were a development stage company focused from September of 2009 to August of 2012 on the development and operation of our website, www.winecom.com, a social networking website that catered to wine lovers. We did not generate any revenues under the Winecom operations. On September 20, 2012, we changed our name to Green Innovations Ltd. (“Green Innovations,” the “Company,” “we,” “us,” “our,” or “GNIN”), and on September 26, 2012, we acquired Green Hygienics, Inc. (“Green Hygienics”), a Florida corporation formed on August 1, 2012, that imports, sells and distributes bamboo-based hygienic products and other paper products. Consequently, we discontinued our business plan related to www.winecom.com and have since pursued the business of Green Hygienics.

Green Hygienics is in the business of importing and distributing bamboo-based hygienic products and other paper products in North America through a licensing agreement with American Hygienics Corporation (“AHC”), a privately-owned corporation in the People's Republic of China. Green Hygienics entered into a contract on August 1, 2012, to license AHC's proprietary bamboo-based products, which the Company is marketing to retail establishments in the United States and Canada.

The consolidated financial statements in this report include the accounts of Green Innovations and its wholly-owned subsidiary, Green Hygienics. All inter-company accounts and transactions have been eliminated in consolidation.

Green Innovations Ltd.

Green Hygienics, Inc.

Our wholly-owned subsidiary, 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 AHC, a corporation domiciled in the People's Republic of China, pursuant to which 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 a leading manufacturer of bamboo-based wet wipes, is internationally certified (ISO 9001:2008, BRC-CP, EPA, Nordic swan, cGMP and GMP) and is 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 the below-described sales targets being met, the exclusive distribution license will be renewable for an additional period of 5 years.

~~Sensational~~PART ~~Brands, Inc.~~I

~~Our~~Item ~~wholly-owned subsidiary, Sensational Brands, Inc~~1., ~~a Florida corporation (Sensational Brands), was formed for the acquisition of certain assets, via an asset purchase agreement, from Sensational Brands, Inc~~Business., a Texas corporation (“SBI-TX”). SBI-TX, a company owned by W. Ray (“Tray”) Harrison, Jr., the former National Sales Manager for Green Hygienics, had developed products and the brand name “Sensational.” On November 19, 2012, Sensational Brands entered into an Asset Purchase Agreement with SBI-TX pursuant to which it acquired certain assets of SBI-TX, including the trademark “SENSATIONAL” for the use in commercial sales of bathroom tissue and paper napkins. In exchange for the trademark, we issued to SBI-TX and Tray Harrison 500,000 warrants for common stock of the Company. The warrants were for a period of five years and had an exercise price of $0.01 per share. Sensational Brands was dissolved in September of 2013. The trademark, which was the only asset, was assigned to Green Hygienics.

~~Other~~General ~~Recent Developments~~Overview

OnWe ~~November~~were 14incorporated in the State of Nevada on July 1, ~~2012~~2008 as Winecom, ~~our~~Inc. ~~board~~(“Winecom”). We were a development stage company focused from September of ~~directors~~2009 ~~adopted~~to August of 2012 on the ~~Green~~development ~~Innovations~~and ~~Ltd~~operation of our website, www.winecom.com, ~~2012~~a ~~Stock~~social ~~Option~~networking ~~Plan~~website ~~(“SOP”)~~that catered to wine lovers. ~~The~~We ~~SOP~~did ~~provides~~not ~~for~~generate any revenues under the ~~issuance~~Winecom ofoperations. 10On September 20,~~000~~ 2012,~~000~~ ~~stock~~we ~~options~~changed ~~for~~our ~~common~~name ~~stock~~to ofGreen Innovations Ltd. (“Green Innovations,” the “Company.,” ~~The~~“we,” ~~stock~~“us,” ~~options~~“our,” ~~once~~or ~~issued~~“GNIN”), ~~have~~and on September 26, 2012, we acquired Green Hygienics, Inc. (“Green Hygienics”), a ~~five~~Florida ~~year~~corporation ~~life~~formed on August 1, 2012, that imports, sells and distributes bamboo-based hygienic products and other paper products . ~~The~~Consequently, ~~exercise~~we ~~price~~discontinued ~~shall~~our bebusiness ~~set~~plan norelated ~~lower~~to ~~than~~www.winecom.com ~~100%~~and ofhave since pursued the ~~fair~~business ~~market~~of ~~price~~Green Hygienics.

OnGreen ~~February~~Hygienics 7,is ~~2013,~~in wethe ~~entered~~business ~~into~~of aimporting ~~Share~~and ~~Cancellation~~distributing /bamboo-based ~~Exchange~~hygienic /products ~~Return~~and toother ~~Treasury~~paper ~~Agreement~~products ~~with~~in ~~Bruce~~North ~~Harmon,~~America ~~our~~through ~~chief~~a ~~executive~~licensing ~~officer,~~agreement ~~for~~with ~~the~~American ~~cancellation~~Hygienics ofCorporation 45(“AHC”),~~000,000~~ ~~shares~~a ofprivately-owned ~~our~~corporation ~~common stock held by Mr. Harmon~~ in ~~exchange~~the ~~for~~People's ~~5,000,000~~Republic ~~shares~~ of ~~our company’s Series A Preferred Stock~~China. ~~The~~Green ~~Series~~Hygienics Aentered ~~Preferred~~into ~~Stock~~a ~~has~~contract 10on ~~votes~~August ~~for~~1, ~~every~~2012, ~~share~~to ~~and~~license aAHC's ~~conversion~~proprietary ~~rate~~bamboo-based ofproducts, ~~one~~which ~~for~~the ~~one.~~Company ~~Mr.~~is ~~Harmon~~marketing ~~retained~~to ~~4,500,000~~retail ~~shares~~establishments ofin ~~our~~the ~~common~~United ~~stock~~States ~~after~~and ~~giving effect to the transaction~~Canada.

The ~~Company~~consolidated ~~reports~~financial ~~its~~statements ~~business~~in ~~under~~this report include the ~~following~~accounts ~~SIC~~of ~~Codes:~~Green Innovations and its wholly-owned subsidiary, Green Hygienics. All inter-company accounts and transactions have been eliminated in consolidation.

SIC Code		Description
322291		Sanitary Paper Product Manufacturing
322121		Paper (except Newsprint) Mills
424130		Industrial and Personal Service Paper Merchant Wholesalers

Green Innovations Ltd.

~~Our~~Green ~~corporate~~Innovations ~~headquarters~~was ~~are~~the ~~located~~parent atcompany ~~3208~~of ~~Chiquita~~two ~~Boulevard,~~wholly-owned ~~Suite~~subsidiaries: ~~216~~Green Hygienics, ~~Cape~~Inc. ~~Coral~~(“Green Hygienics”), a Florida ~~33914~~corporation, and Sensational Brands, Inc. ~~The~~ ~~Company’s~~(“Sensational ~~primary~~Brands”), ~~web~~a ~~sites~~Florida ~~are~~corporation, ~~www.greeninnovationsltd.com~~which ~~and~~was ~~www~~dissolved in September 2013.~~greenhygienics.com. The~~ ~~web~~Green ~~sites~~Innovations ~~are~~provides ~~not~~the ~~incorporated~~management, inadministrative, ~~this~~marketing ~~Form~~and ~~10-K~~other pertinent focuses for its subsidiaries.

~~The~~Green ~~Industry~~Hygienics, Inc.

~~Billions~~Our ofwholly-owned ~~dollars~~subsidiary, ~~are~~Green ~~spent~~Hygienics, ~~annually~~is focused on ~~disposable~~the importation, sale, and distribution of hygienic and household products made of bamboo-based paper and other green products. On August 1, ~~even~~2012, Green Hygienics entered into a Licensing Agreement with AHC, a corporation domiciled in the ~~shift~~People's toRepublic ~~recyclable~~of ~~products~~China, ~~thousands~~pursuant ofto ~~tons~~which ofwe ~~non-biodegradable~~acquired ~~consumer~~the ~~goods~~exclusive ~~still~~right ~~end~~for upa inperiod ~~local~~of ~~landfills;~~5 ~~never~~years ~~degrading~~to import and ~~causing~~distribute ~~further~~AHC's ~~environmental~~proprietary ~~damage~~bamboo pulp-based hygiene products. ~~Green~~AHC ~~Hygienics~~is a leading manufacturer of bamboo-based wet wipes, is aninternationally ~~environmentally~~certified ~~friendly~~(ISO ~~company~~9001:2008, ~~whose~~BRC-CP, ~~intention~~EPA, Nordic swan, cGMP and GMP) and is a member of the world Private Label Manufacturers Association. Exporting to ~~help~~over ~~change~~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 ~~way~~distribution ~~paper~~of ~~products~~generic, ~~are~~private ~~developed~~label, and ~~used~~Green Hygienics branded products, ~~using~~described ~~100%~~below. ~~tree-free~~Subject ~~bamboo~~to the below-~~based~~described ~~products~~sales intargets ~~our~~being ~~bamboo~~met, ~~line~~the exclusive distribution license will be renewable for an additional period of ~~paper~~5 ~~products~~years.

Our green products are innovative, not merely in the sense of “green” products, but in the sense of offering smarter consumer-relevant solutions that link product quality to the shared responsibility of producers and consumers. The environmental footprint of the product in terms of production and disposal and, in many cases even more importantly, the proper use of the product with respect to its environmental impact will be decisive. To address this, we must work more closely with consumers, communicating top performance, the added value of sustainable products and enabling behavioral changes.4

~~Green~~Sensational ~~Hygienics’s focus is to connect sustainable production with sustainable consumption. This means understanding current and future consumption patterns~~Brands, ~~then harnessing innovation to develop more sustainable products, services and behavior change initiatives~~Inc. ~~This will help us learn in leading the way in identifying opportunities for sustainable value creation for consumers, businesses and society as a whole.~~

~~Prudently~~Our wholly-owned subsidiary, ~~Green~~Sensational ~~Hygienics~~Brands, ~~markets~~Inc., ~~other~~a ~~paper~~Florida ~~products~~corporation to(“Sensational ~~complement~~Brands”), was formed for the ~~growing~~acquisition ~~green~~of ~~product~~certain ~~line~~assets, asvia ~~management~~an ~~has~~asset ~~ascertained~~purchase ~~that~~agreement, ~~while~~from ~~the~~Sensational ~~industry~~Brands, ~~evolves~~Inc., ina Texas corporation (“SBI-TX”). SBI-TX, a company owned by W. Ray (“Tray”) Harrison, Jr., the ~~green~~former ~~market~~National Sales Manager for Green Hygienics, had developed products and the ~~market~~brand ~~continues~~name “Sensational.” On November 19, 2012, Sensational Brands entered into an Asset Purchase Agreement with SBI-TX pursuant to bewhich ~~primarily~~it ~~non~~acquired certain assets of SBI-~~green~~TX, ~~products. The~~including ~~tissue~~the ~~market~~trademark in“SENSATIONAL” for the ~~U.S.~~use ~~alone~~in iscommercial ~~approximately~~sales ~~$21.7~~of ~~billion. The~~bathroom ~~total~~tissue Uand paper napkins.S. ~~market~~In exchange for the ~~products~~trademark, we issued to SBI-TX and Tray Harrison 500,000 warrants for common stock of ~~Green~~the ~~Hygienics~~Company. isThe ~~approximately~~warrants were for a period of five years and had an exercise price of $290.701 ~~billion~~per share. Sensational Brands was dissolved in September of 2013. The trademark, which was the only asset, was assigned to Green Hygienics.

4The Company reports its business under the following SIC Codes:

Industry Statistics

SIC Code		Description

322291		Sanitary Paper Product Manufacturing
322121		Paper (except Newsprint) Mills
424130		Industrial and Personal Service Paper Merchant Wholesalers

5Our corporate headquarters are located at 3208 Chiquita Boulevard, Suite 216, Cape Coral, Florida 33914. The Company’s primary web sites are www.greeninnovationsltd.com and www.greenhygienics.com. The web sites are not incorporated in this Form 10-K.

6The Industry

~~Customers~~Billions of dollars are spent annually on disposable products, even with the shift to recyclable products, thousands of tons of non-biodegradable consumer goods still end up in local landfills; never degrading and causing further environmental damage. Green Hygienics is an environmentally friendly company whose intention is to help change the way paper products are developed and used, using 100% tree-free bamboo-based products in our bamboo line of paper products.

~~Retailers~~Our green products are innovative, not merely in the sense of “green” products, but in the sense of offering smarter consumer-relevant solutions that link product quality to the shared responsibility of producers and consumers. The environmental footprint of the product in terms of production and disposal and, in many cases even more importantly, the proper use of the product with respect to its environmental impact will be decisive. To address this, we must work more closely with consumers, communicating top performance, the added value of sustainable products and enabling behavioral changes.

~~The~~Green ~~marketing~~Hygienics’ ~~plan~~focus is ~~for~~to ~~the~~connect ~~introduction~~sustainable ofproduction awith ~~range~~sustainable ofconsumption. ~~products~~This ~~into~~means ~~each~~understanding ~~retailer,~~current ~~increasing~~and ~~the~~future ~~product~~consumption ~~offering carried over time. For certain retailers~~patterns, ~~the~~then ~~opening~~harnessing ~~order~~innovation ~~is anticipated~~ to bedevelop ~~products~~more ~~under~~sustainable ~~the Sensational® Bamboo~~products, ~~Noov®~~services orand ~~Clearly~~behavior ~~Herbal®~~change ~~brand~~initiatives. ~~Green~~This ~~products,~~will ~~such~~help asus ~~our~~learn ~~bamboo~~in ~~tree-free~~leading ~~line, are increasingly being ordered by buyers as~~ the ~~conscientious~~way ~~consumer demands more green products. The Noov and Clearly Herbal brand,~~ in ~~certain~~identifying ~~circumstances,~~opportunities ~~provides~~for ~~the~~sustainable ~~open~~value ~~door~~creation for ~~the introduction of our full line~~consumers, ~~especially~~businesses ~~our~~and ~~bamboo~~society ~~tree-free~~as ~~line~~a whole.

~~Currently~~Prudently, Green Hygienics markets other paper products to complement the ~~Company’s~~growing green product line as management has ascertained that while the industry evolves in the green market, the market continues to be primarily non-green products. ~~are~~The ~~located~~tissue market in the ~~following~~U.S. ~~stores:~~alone is approximately $21.7 billion. The total U.S. market for the products of Green Hygienics is approximately $29.7 billion.

The products of Green Hygienics, as of the date of this report, are in the following stores (listed alphabetically): Albertsons Northwest, Albertsons Southwest, Amazon.com, Anacortes Food Pavilion, Archbold SuperValu, Archie’s IGA, Arlington Food Pavilion, Baker’s Foods IGA, Big Lots, Bill’s SuperValu Plus, Blaine Cost Cutter, Bob’s Produce Ranch, Bromley’s Market, Camano Island Plaza IGA, Cardenas, Country Market, Dan’s, Darold’s SuperValu Foods, Dicks Fresh Market, Dissmore Food Mart IGA, Dodson’s IGA, Driskill Foods, E. Wenatchee Food Pavilion, Ellis SuperValu, Erdman’s County Market, Ferndale Cost Cutter, Festival Foods, Fiesta Foods, Food Max Supermarket, Forth’s Foodfair, Gelson’s, Geyer’s Fresh Foods, Gordys County Market, Grocery Outlet, Harts SuperValu Auth, Hornbachers, Howser’s Supermarket IGA, Ingles Foods, Island Fresh, Jerry’s Foods, Jim’s SuperValu, Juba’s SuperValu, Jubilee Foods, Ken’s Market, Kessler’s, Knowlan’s Super Market, Kowalski’s, Larry’s Foodland Auth, Libby Empire, Linns, Lynden Food Pavilion, MacKenthuns Fine Food, Martins SuperValu Foods, McNallys SuperValu Foods, Menards, Metro Foodland, Millers New Market, New Market, New Markets, Palace Supermarket, Paulbeck’s County Market, Payless Foods, Pequot Lakes SuperValu, Pete’s County Market, Pontiac Foodland, Prosser Food Depot, Rite Choice Foods, Sedro-Woolley Food Pavilion, Service Food Market, Silver Lake Foods, Stan’s Market, Stan’s Market, Starvin Sam’s, Super One, SuperValu Foods, SuperValu Northern / Northwest Region, SuttonsSuperValu, Swansons Food Inc., The Marketplace, Tom’s Market, Town & Country Mark – IT, Walgreens, Walker Super One Foods, Willie’s SuperValu, Wyatts SuperValu, Yardbirds Shop n Kart.5

~~United~~Industry ~~States~~Statistics

The primary national retailers are Target, Walmart, Whole Foods Walgreens, SuperValu, TOPCO, CVS, dollar stores, grocery chains, drug store chains, mass merchandisers, C store chains, C store wholesalers, and away from home distributors. As of December 31, 2013, with the sales and marketing efforts of Green Hygienics ramping up in the late third quarter, Green Hygienics has supplied various outlets. Namely, Green Hygienics has received orders from Walgreens, SuperValu, Menards, Albertsons, Cardenas, Ingles, Grocery Outlet, Big Lots and Gongo. Green Hygienics is engaged in ongoing marketing efforts and negotiations to secure purchase orders from larger national retailers, including Target, and others, however, no definitive orders have been secured as of the date of this report.6

~~Canada~~7

Green Hygienics has a distribution agreement with Avanti Distribution, Inc. (“Avanti”), a Canadian company, for exclusive distribution rights for Canada. Avanti’s target merchants are Big Lots, Walmart, Loblaws, Katz Group Canada, Jean Coutu, Uniprix, McKesson, Costco Wholesale, IGA Sobeys, Brunet, Metro, Le Naturist, and others. As of December 31, 2013, through Avanti, the Company has already begun fulfilling orders to Dollarama and Dollar Tree.8

~~Consumers~~9

The consumers of our products are individuals, companies and institutions. Our product line includes products, such as bath tissue, paper towels, facial tissue, wet wipes, sanitary napkins, office paper, and other products that are used frequently or daily by most consumers in developed countries and by a large and increasing number of consumers in developing countries. Therefore, the potential end consumers for our products include most consumers.Customers

7Retailers

~~Our~~The ~~Products~~marketing plan is for the introduction of a range of products into each retailer, increasing the product offering carried over time. For certain retailers, the opening order is anticipated to be products under the Sensational® Bamboo, Noov® or Clearly Herbal® brand. Green products, such as our bamboo tree-free line, are increasingly being ordered by buyers as the conscientious consumer demands more green products. The Noov and Clearly Herbal brand, in certain circumstances, provides the open door for the introduction of our full line, especially our bamboo tree-free line.

~~Summary~~Currently, the Company’s products are located in the following stores, as well as others, as listed below and at http://greenhygienics.com/products/where-to-buy/:

~~Bamboo~~(Note: isThe ~~redefining~~above ~~itself~~logos asare ~~an alternative crop with expansive uses and benefits. Originally being viewed as a plant material in landscape nurseries, zoos and botanical gardens,~~ the ~~spectrum~~property of ~~bamboo~~each ~~use~~respective ~~has been seen in construction materials, musical instruments, furniture and crafts, perhaps its greatest attribute is arising in its important contribution to conservation~~company. Not only has bamboo been an important factor in agroforestry, constructed wetlands and wildlife habitat, it is now being viewed for its biodegradable aspects in replacing landfill mainstays such as diapers and napkins, which take many decades to degrade.)

~~Currently~~The products of Green Hygienics, anas ~~estimated~~of ~~27.4~~the ~~billion~~date ~~disposable~~of ~~diapers~~this report, are ~~used~~in ~~each~~the ~~year~~following stores (listed alphabetically): Affordable Leasing & Distribution, ~~resulting~~Al’s, inAlbertsons anIntermountain, ~~estimated~~Albertsons 3Northwest, Albertsons Southwest, Albertsons SoCal, Amazon.4com, ~~million~~Anacortes ~~tons~~Food ofPavilion, ~~used~~Archbold ~~diapers~~SuperValu, ~~adding~~Archie’s toIGA, ~~landfills~~Arlington ~~each~~Food ~~year~~Pavilion, inAssociated ~~the~~Food ~~United~~Stores, ~~States~~Baker’s ~~alone~~Foods IGA, ~~not~~Big ~~factoring~~Saver inFoods, ~~other~~Bill’s ~~countries~~SuperValu ~~around~~Plus, ~~the~~Blaine ~~world~~Cost Cutter, Bob’s Produce Ranch, Bromley’s Market, C&S, Camano Island Plaza IGA, Cardenas, Country Market, Dan’s, Darold’s SuperValu Foods, Dick’s Fresh Market, Dissmore Food Mart IGA, Dodson’s IGA, Driskill Foods, E. Wenatchee Food Pavilion, Ellis SuperValu, Erdman’s County Market, Ferndale Cost Cutter, Festival Foods, Fiesta Foods, FoodMaxx Supermarket, Forth’s Foodfair, Gelson’s, Geyer’s Fresh Foods, Gordy’s County Market, Great Lakes Foods, Hart’s SuperValu Auth, Hornbachers, Howser’s Supermarket IGA, Hy-Vee, Ingles Foods, Island Fresh, Jerry’s Foods, Jim’s SuperValu, Juba’s SuperValu, Jubilee Foods, Ken’s Market, Kessler’s, Knowlan’s Super Market, Kowalski’s, Larry’s Foodland Auth, Libby Empire, Linns, Lucky, Lynden Food Pavilion, MacKenthun’s Fine Food, Martin’s SuperValu Foods, McNallys SuperValu Foods, Menards, Metro Foodland, Millers New Market, New Market, New Markets, Palace Supermarket, Paulbeck’s County Market, Payless Foods, PD Distributors, Pequot Lakes SuperValu, Pete’s County Market, Pontiac Foodland, Prosser Food Depot, Rite Choice Foods, Save Mart, Sedro-Woolley Food Pavilion, Service Food Market, Shopko, Silver Lake Foods, Stan’s Market, Starvin’ Sam’s, Super One, SuperValu Foods, SuperValu East Region, SuperValu West Region, Sutton’s SuperValu, Swansons Food Inc., The Marketplace, Tom’s Market, Town & Country Mark – IT, Walgreens, Walker Super One Foods, Willie’s SuperValu, Woodman’s, Wyatt’s SuperValu, Yardbirds Shop’ n Kart, and 99 Cents Only Stores.

~~Green~~United Hygienics seeks to become one of the premier suppliers of high quality tree-free bamboo-based products ranging from sanitary napkins to biodegradable diapers. Incorporating a proprietary bamboo manufacturing strategy by its third party manufacturer, Green Hygienics is able to provide a viable option to a vast array of products that were otherwise known as ecologically “unfriendly” products that took years, decades, even centuries to decompose into its natural surroundings.States

~~Disposal~~The ofprimary ~~used~~national ~~sanitary~~retailers ~~products~~are byTarget, ~~flushing~~Walmart, ~~out~~Whole ~~into~~Foods, ~~the~~Kroger, ~~oceans~~Rite ofAid, ~~the~~Club, ~~world~~CVS, ~~incinerating~~dollar stores, orgrocery ~~depositing~~chains, indrug ~~landfill~~store chains, ~~creates~~mass ~~various~~merchandisers, ~~pollutants~~and ~~including~~away ~~dioxins~~from ~~deposited~~home indistributors. As of December 31, 2014, with the ~~sea~~sales ~~through~~and ~~sewerage~~marketing ~~waste~~efforts of Green Hygienics has supplied various outlets. Green Hygienics is engaged in ongoing marketing efforts and ~~air~~negotiations ~~pollution~~to secure purchase orders from ~~incinerators~~larger national retailers, however, no definitive orders have been secured as of the date of this report.

Green Hygienics holds the exclusive North American distribution rights for this proprietary bamboo manufacturing. The bamboo-based products are currently being manufactured in China under American Hygienics Corporation (“AHC”). AHC currently supplies other paper products to Walmart China, Tessco, Revlon, 3M, Walgreens, Woolworth, Coles, Foodstuff, Dollarama, Dollar General, Carrefour, Ramson Group, Pigeon, Tall Joy, and more. Green Hygienics will be utilizing the relationship with AHC’s current clients to embed itself within the North American market. With the relationship already in place with Walmart China, Green Hygienics will pursue a cross over to the Walmart and Walmart Canada in the North American market, amongst various other retailers through its distribution representatives such as Distribution GSP, Inc., which supplies over 90% of all of the pharmacies in Canada as well as Brooks and Eckerd’s in the United States.10

There are various benefits and advantages to the products offered by Green Hygienics. The most important being that Green Hygienics offers products that are 100% totally chlorine-free (“TCF”) bamboo pulp, unlike many companies that claim their fabric to be bamboo, however, in actuality, are rayon based. Green Hygienics prides itself on the quality of product it will be delivering to reputable companies and in doing so have an increased level of quality control entailing:Canada

·Green ~~ISO~~Hygienics ~~9002~~has ~~Compliance~~a distribution agreement with Avanti Distribution, Inc. (“Avanti”), a Canadian company, for exclusive distribution rights for Canada. Avanti’s target merchants are Big Lots, Walmart, Loblaws, Katz Group Canada, Jean Coutu, Uniprix, McKesson, Costco Wholesale, IGA Sobeys, Brunet, Metro, Le Naturist, and others. As of December 31, 2014, through Avanti, the Company has already begun fulfilling orders to Dollarama and Dollar Tree.

~~· FDA Approval~~Consumers

·The ~~SGS~~consumers ~~Testing~~of -our ~~the~~products ~~world’s~~are ~~leading inspection~~individuals, ~~verification,~~companies ~~testing~~ and ~~certification company~~institutions. ~~Recognized~~Our product line includes products, such as ~~the~~bath ~~global~~tissue, ~~benchmark~~paper ~~for~~towels, ~~quality~~facial ~~and~~tissue, ~~integrity~~napkins, ~~employing~~wet 59wipes,~~000~~ ~~people~~biodegradable diapers, feminine care, office paper, and ~~operating~~other products that are used frequently or daily by most consumers in developed countries and by a ~~network~~large and increasing number of ~~more~~consumers ~~than~~in 1developing countries. Therefore,~~000~~ ~~offices~~the ~~and~~potential ~~laboratories~~end ~~around~~consumers ~~the~~for ~~world~~our products is infinite.

·Our ~~Fully documented and monitored quality control system~~Products

8Summary

~~The Bamboo Alternative~~11

~~Green~~Bamboo ~~Hygienics~~is ~~will~~redefining ~~introduce~~itself ~~the~~as ~~first~~an ~~“tree-free~~alternative ~~diaper,”~~crop ~~made~~with ~~from~~expansive ~~highly~~uses ~~sustainable,~~and ~~environmentally-friendly bamboo-based resources~~benefits. ~~Traditional~~Originally ~~diapers~~being ~~are~~viewed ~~made~~as ~~from~~a ~~wood~~plant ~~pulp,~~material ~~petroleum-based~~in ~~products~~landscape nurseries, zoos and ~~man-made~~botanical ~~chemicals.~~gardens, Itthe isspectrum ~~estimated~~of ~~that~~bamboo we use ~~more~~has ~~than~~been 27seen ~~billion~~in ~~disposable~~construction ~~diapers~~materials, ~~each~~musical ~~year~~instruments, furniture and ~~according~~crafts, toperhaps ~~the~~its ~~Environmental~~greatest ~~Protection~~attribute ~~Agency,~~is ~~diapers~~arising ~~such~~in asits ~~these~~important ~~account~~contribution ~~for~~to ~~approximately 3~~conservation.5 ~~million~~Not ~~tons~~only ofhas ~~yearly~~bamboo ~~waste.~~been ~~This~~an ~~diaper~~important ~~waste~~factor ~~often ends up~~ in ~~landfills~~agroforestry, ~~where~~constructed itwetlands ~~can~~and ~~take~~wildlife ~~hundreds of years to fully decompose. In contrast~~habitat, ~~our~~it ~~baby~~is ~~diaper~~now isbeing ~~made~~viewed ~~from~~for ~~100%~~its biodegradable ~~bamboo~~aspects ~~pulp,~~in ~~which~~replacing ~~grows~~landfill ~~quickly,~~mainstays ~~without~~such ~~the~~as ~~need~~diapers ~~for~~and ~~pesticides~~napkins, iswhich ~~highly~~take ~~renewable,~~many ~~and~~decades ~~can~~to ~~be regrown and harvested again in a matter of years~~degrade.

~~The~~Currently, ~~bamboo~~an ~~plant~~estimated is27.4 ~~not~~billion ~~just~~disposable ~~for~~ diapers. ~~For~~are ~~centuries,~~used ~~bamboo~~each ~~has~~year, ~~been~~resulting ~~a symbol of luck and longevity~~ in ~~the~~an ~~Chinese~~estimated ~~culture,~~3.4 ~~and~~million ~~bamboo~~tons ~~paper,~~of ~~while~~used ~~produced~~diapers onadding ~~a relatively small scale, is considered~~ to belandfills ~~among~~each ~~the~~year ~~most beautiful and durable types of paper~~ in ~~existence.~~the InUnited ~~addition~~States ~~to its quality~~alone, ~~our~~not ~~Eco~~factoring ~~Choice~~in ~~Range~~other ~~paper~~countries ~~offers~~around the ~~following savings (per ton) when compared to usual industrial methods:~~world.

·Green 17Hygienics ~~trees~~seeks ~~spared~~to become one of the premier suppliers of high quality tree-free bamboo-based products ranging from feminine care to biodegradable diapers. Incorporating a proprietary bamboo manufacturing strategy by its third party manufacturer, Green Hygienics is able to provide a viable option to a vast array of products that were otherwise known as ecologically “unfriendly” products that took years, decades, even centuries to decompose into its natural surroundings.

·Disposal ~~7,000~~of ~~gallons~~used sanitary products by flushing out into the oceans of ~~water~~the ~~saved~~world, incinerating, or depositing in landfill, creates various pollutants including dioxins deposited in the sea through sewage waste and air pollution from incinerators.

·Green 4Hygienics holds the exclusive North American distribution rights for this proprietary bamboo manufacturing currently being manufactured in China under American Hygienics Corporation (“AHC”) in regards to wet wipes,~~200~~ ~~kw/h~~diapers, ~~less~~feminine ~~electricity~~care, ~~used~~and others. AHC currently supplies other paper products to Walmart China, Tessco, Revlon, 3M, Walgreens, Honest Company, Woolworth, Coles, Foodstuff, Dollarama, Dollar General, Carrefour, Ramson Group, Pigeon, Tall Joy, and more. Green Hygienics will be utilizing the relationship with AHC’s current clients to embed itself within the North American market. With the relationship already in place with Walmart China, Green Hygienics will pursue a cross over to the Walmart and Walmart Canada in the North American market, amongst various other retailers through its distribution representatives such as Distribution GSP, Inc., which supplies over 90% of all of the pharmacies in Canada as well as Brooks and Eckerd’s in the United States.

·There 3are various benefits and advantages to the products offered by Green Hygienics.3 ~~cubic~~The ~~yards~~most important being that Green Hygienics offers products that are 100% totally chlorine-free (“TCF”) bamboo pulp, unlike many companies that claim their base sheet to be bamboo, however, in actuality, are rayon based. Green Hygienics prides itself on the quality of ~~landfill~~product isit ~~gained~~will be delivering to reputable companies and in doing so have an increased level of quality control entailing:

· 20ISO ~~pounds~~9002 ~~CO2~~Compliance ~~emission~~· ~~reduction~~FDA Approval · SGS Testing - the world’s leading inspection, verification, testing and certification company. Recognized as the global benchmark for quality and integrity, employing 59,000 people and operating a network of more than 1,000 offices and laboratories around the world. · Fully documented and monitored quality control system

~~The Company prudently markets non-green paper products to complement its marketing strategy for the green products as the industry evolves to green products.~~12

9The Bamboo Alternative

~~Our~~Green ~~Products~~Hygienics will introduce the first “tree-free diaper,” made from highly sustainable, environmentally-friendly bamboo-based resources. Traditional diapers are made from wood pulp, petroleum-based products, and man-made chemicals. It is estimated that we use more than 27 billion disposable diapers each year, and according to the Environmental Protection Agency, diapers such as these account for approximately 3.5 million tons of yearly waste. This diaper waste often ends up in landfills where it can take hundreds of years to fully decompose. In contrast, our baby diaper is made from 100% biodegradable bamboo pulp, which grows quickly, without the need for pesticides, is highly renewable, and can be regrown and harvested again in a matter of years.

~~Bamboo~~The ~~Pulp-Based~~bamboo ~~Hygiene~~plant is not just for diapers. For centuries, bamboo has been a symbol of luck and ~~Household~~longevity ~~Products~~in the Chinese culture, and bamboo paper, while produced on a relatively small scale, is considered to be among the most beautiful and durable types of paper in existence. In addition to its quality, our Eco Choice Range paper offers the following savings (per Metric ton) when compared to usual industrial methods:

~~Current~~· ~~and~~17 ~~Future~~trees ~~Products~~spared -· ~~Bamboo~~7,000 gallons of water saved · 4,200 kw/h less electricity used · 20 pounds CO2 emission reduction

~~(Not pictured: Bamboo Copy Paper and Clearly Herbal Bamboo Baby Wipes – coming soon)~~13

~~Clearly~~The ~~Herbal~~Company ~~Baby~~prudently ~~Wipes~~markets non-green paper products to complement its marketing strategy for the green products as the industry evolves to green products.

~~(Not~~Our ~~pictured: Clearly Herbal Flushable Moist Wipes – coming soon)~~Products

10Bamboo Pulp-Based Hygiene and Household Products

Current and Future Products –- ~~Regular Paper~~Bamboo

~~Current~~(Not pictured: Bamboo Copy Paper and ~~Future~~Clearly ~~Products~~Herbal –Bamboo Baby ~~Premium~~Wipes ~~Formulations~~– ~~(PF~~coming soon)

~~Current~~Clearly ~~Products~~Herbal –Baby ~~Recycled~~Wipes

~~Our agreement with AHC also gives us the exclusive North American distribution rights~~ (~~for~~Not ~~retail~~pictured: ~~and~~Clearly ~~institutional~~Herbal ~~distribution~~Flushable ~~only)~~Moist ~~for~~Wipes ~~AHC~~– ~~conventional~~coming ~~products.~~soon)

~~Manufacturing by Third Parties~~14

~~Currently,~~Current ~~all~~Products ~~production~~– ofVirgin ~~Green~~from ~~Hygienics~~tree ~~products are being manufactured in China through the contractual relationships with American Hygienics Corporation (“AHC”) and Xiamen ITG Group Corp Ltd. (“ITG”).~~Paper

~~American~~Current ~~Hygienics~~and ~~Corporation~~Future Products – Premium Formulations (PF)

11Current Products – Recycled

~~AHC~~Our ~~(www.amhygienics.com)~~agreement iswith ~~an international company that is one of the largest private label manufacturers of wet wipes in Asia.~~ AHC ~~produces~~also ~~absorbent~~gives ~~hygiene~~us ~~products in excess of $75 million annually. AHC is~~ the ~~largest~~exclusive ~~manufacturer~~North ofAmerican ~~bamboo-based~~distribution ~~wet~~rights ~~wipes~~(for inretail ~~the~~and ~~world.~~institutional ~~They~~distribution) ~~are~~for ~~a member of the World Private Label Manufacturers Association. Currently,~~ AHC ~~exports~~conventional ~~to more than 45 countries~~products.

~~Through~~Manufacturing ~~our~~by ~~exclusive~~Third licensed manufacturer, American Hygienics Corporation, we are able to offer class 100,000 ISO 8 critical environment standard (first “Class 100,000 ISO 8 Clean Room” in the world), a standard required for products designed for the medical industry. This new state-of-the-art facility is the only facility to offer such a high quality standard in the wet wipe industry. It will allow us to accommodate many of our customers with medical wipes and devices which will provide a ‘one stop shop’ in the wet wipe industry.Parties

~~AHC~~Currently, isall ~~ISO~~production ~~9001:2008,~~of ~~BRC-CP,~~Green ~~Nordic~~Hygienics ~~Swan,~~products ~~cGMP~~are &being ~~GMPc~~manufactured ~~certified~~in China through the contractual relationships with American Hygienics Corporation (“AHC”) and Xiamen ITG Group Corp Ltd. (“ITG”).

~~AHC~~American ~~manufactures~~Hygienics ~~multi-national brands and retail customers on six continents. Customers include, but are not limited to, 3M®, Carrefour®, Tesco®, Walmart®, Goodyear®, and more.~~Corporation

~~Xiamen ITG Group Corp Ltd.~~15

~~ITG~~AHC (www.~~itg~~amhygienics.com~~.cn~~ ) is aan ~~comprehensive~~international ~~enterprise~~company ~~founded~~that inis ~~1980~~one ~~and~~of ~~listed~~the onlargest ~~the~~private ~~Shanghai~~label ~~Stock~~manufacturers ~~Exchange~~of wet wipes in ~~1996~~Asia. ~~Since~~AHC ~~1991,~~produces ~~ITG~~absorbent ~~has~~hygiene ~~been~~products ~~consecutively~~in ~~listed~~excess ~~among~~of ~~the~~$75 ~~China~~million ~~Top~~annually. ~~500~~AHC ~~Import~~is ~~and~~the ~~Export~~largest ~~Enterprises,~~manufacturer ~~and~~of ~~ranked~~bamboo-based ~~No.~~wet 5wipes onin the ~~China~~world. ~~International-Domestic~~They ~~Wholesale~~are ~~and~~a ~~Retail~~member ~~listing.~~of ~~The~~the ~~Company~~World isPrivate ~~also~~Label aManufacturers ~~National~~Association. ~~AAA~~Currently, ~~Grade~~AHC ~~Credit~~exports ~~Foreign~~to ~~Trade~~more ~~Enterprise.~~than ~~(Source:~~45 ~~www~~countries.~~itg.com.cn)~~

12Through our exclusive licensed manufacturer, American Hygienics Corporation, we are able to offer class 100,000 ISO 8 critical environment standard (first “Class 100,000 ISO 8 Clean Room” in the world), a standard required for products designed for the medical industry. This new state-of-the-art facility is the only facility to offer such a high quality standard in the wet wipe industry. It will allow us to accommodate many of our customers with medical wipes and devices which will provide a ‘one stop shop’ in the wet wipe industry.

~~ITG~~AHC is ~~the~~ISO ~~largest bamboo paper supplier in the world exporting to North America~~9001:2008, ~~South America~~BRC-CP, ~~Australia,~~Nordic ~~Europe~~Swan, ~~Africa,~~cGMP ~~the~~& ~~Middle~~GMPc ~~East and Latin America~~certified. ~~ITG has the capacity of 120,000 metric tons per month which calculates to 16 million cases per month.~~

~~Other~~AHC manufactures multi-national brands and retail customers on six continents. Customers include, but are not limited to, 3M®, Carrefour®, Tesco®, Walmart®, Goodyear®, and more.

~~One~~Xiamen ofITG ~~Green~~Group ~~Hygienics’s~~Corp keys to success will be to set up its own proprietary production facility within the domestic United States that will process bulk bamboo pulp into a fibrous material that can be engineered to create these same hygiene products in-houseLtd.

~~Sales~~ITG ~~Targets~~(www.itg.com.cn) is a comprehensive enterprise founded in 1980 and listed on the Shanghai Stock Exchange in 1996. Since 1991, ITG has been consecutively listed among the China Top 500 Import and Export Enterprises, and ranked No. 5 on the China International-Domestic Wholesale and Retail listing. The Company is also a National AAA Grade Credit Foreign Trade Enterprise. (Source: www.itg.com.cn)

~~In order to renew our Licensing Agreement with AHC for an additional 5 year term, we must achieve the following sales targets during the initial 5 year term:~~16

·ITG ~~$150,000~~is the largest bamboo paper supplier in ~~sales~~the ofworld ~~absorbent~~exporting ~~pad~~to ~~based~~North ~~products~~America, ~~including~~South ~~diapers~~America, ~~panty~~Australia, ~~liners~~Europe, Africa, the Middle East and ~~sanitary~~Latin ~~pads~~America. ~~during~~ITG has the ~~first~~capacity ~~year~~of ~~followed~~120,000 bymetric atons ~~25%~~per ~~increase~~month ~~during~~which ~~each~~calculates ~~subsequent~~to ~~year;~~16 million cases per month.

~~· $100,000 in sales of plates and cups, produce platters, dryer sheets, and stationary during the first year followed by a 25% increase during each subsequent year; and~~Other

·One ~~$150,000~~of inGreen ~~sales~~Hygienics’ ofkeys ~~miscellaneous~~to ~~branded~~success ~~products,~~will ~~followed~~be byto aset ~~25%~~up ~~increase~~its ~~during~~own ~~each~~proprietary ~~subsequent~~production ~~year.~~facility ~~Branded~~within ~~products~~the ~~include~~domestic ~~products~~United ~~marketed~~States ~~under~~that ~~the~~will ~~Green~~process ~~Hygienics~~bulk ~~brand~~bamboo ~~and~~pulp ~~related~~into ~~marks,~~a ~~including~~fibrous ~~"Premium~~material ~~Formulation,"~~that ~~Clearly~~can ~~Herbal~~be ~~and~~engineered ~~Green~~to &create ~~Soft~~these same hygiene products in-house.

~~Market~~Sales ~~Strategy~~Targets

~~The~~In ~~development~~order ofto ~~new~~renew ~~markets or business models that deliver consumer value in more eco-efficient or socially beneficial ways, there are several ways in which~~ our ~~strategies~~Licensing ~~can~~Agreement ~~be built around our products that delivers social benefits. Green Hygienics’ strategies center on differentiation, aiming to offer a superior product~~ with aAHC ~~distinctive~~for ~~brand.~~an ~~Green~~additional ~~Hygienics’~~5 ~~objective~~year ~~is to offer low-cost products. We seek to win by pre-emptive moves~~term, ~~gaining~~we ~~first~~must ~~mover~~achieve ~~advantage~~the ~~such~~following assales ~~customer~~targets ~~loyalty~~during ~~and focus our products on a specific segment or geography, and look for synergies, enhancing~~ the ~~value~~initial to5 ~~the~~year ~~customer while reducing costs.~~term:

~~Marketing~~· ~~has~~$150,000 ain ~~vital~~sales ~~role~~of toabsorbent ~~play~~pad inbased ~~decoupling~~products, ~~material~~including ~~consumption~~diapers, ~~from~~panty ~~consumer~~liners ~~value.~~and Itsanitary ~~has~~pads during the ~~ability~~first toyear ~~facilitate~~followed ~~both~~by ~~innovation~~a ~~and~~25% ~~choice~~increase ~~influencing~~during ~~for~~each ~~sustainable~~subsequent ~~consumption,~~year; ~~because~~· it$100,000 ~~allows~~in ~~products~~sales ~~and~~of ~~information~~plates ~~to flow between producers~~ and ~~consumers.~~cups, Itproduce ~~can~~platters, ~~help~~dryer ~~consumers to find~~sheets, ~~choose~~ and ~~use~~stationary ~~sustainable~~during ~~products,~~the byfirst ~~providing~~year ~~information,~~followed ~~ensuring~~by ~~availability~~a ~~and~~25% ~~affordability,~~increase ~~and~~during ~~setting~~each ~~the~~subsequent ~~appropriate~~year; ~~tone~~and ~~through~~· ~~marketing~~$150,000 ~~communications.~~in ~~Sales~~sales ~~data~~of ~~and~~miscellaneous ~~market~~branded ~~research~~products, ~~provide~~followed ~~insights~~by ~~about~~a ~~consumer~~25% ~~attitudes,~~increase ~~beliefs~~during ~~and~~each ~~behaviors~~subsequent ~~that~~year. ~~can~~Branded ~~then~~products beinclude ~~fed~~products ~~into~~marketed under the ~~planning~~Green ~~process,~~Hygienics ~~driving~~brand ~~innovation~~ and ~~guiding~~related ~~key business decisions~~marks, including ~~pricing~~"Premium Formulation," ~~packaging~~Clearly Herbal and ~~distribution~~Green & Soft.

~~Marketing~~Market also has a vital role to play in leveraging the company’s sustainability credentials to build brand equity. In order to do so, it is vital to ensure consistency with our corporate sustainability strategy; any claims made must be authentic, credible and responsible. As solutions shift from technical to social, marketing also has an increased role in driving innovation. Brand values are communicated to consumers through all sales and marketing channels, from lead generation and customer support to advertising, sponsorship and point-of-sale activities. These messages will provide signals to consumers about social and behavioral norms, and are believed by some to have behavioral effects beyond the product or brand from which they emanate.Strategy

13The development of new markets or business models that deliver consumer value in more eco-efficient or socially beneficial ways, there are several ways in which our strategies can be built around our products that deliver social benefits. Green Hygienics’ strategies center on differentiation, aiming to offer a superior product with a distinctive brand made in more sustainable ways than the current product set. Green Hygienics’ objective is to offer better value products. We seek to win by pre-emptive moves, gaining first mover advantage such as customer loyalty and focus our products on a specific segment or geography, and look for synergies, enhancing the value to the customer while reducing costs.

~~Green~~Marketing ~~Hygienics~~has a vital role to play in decoupling material consumption from consumer value. It has ~~segmented~~the ~~their~~ability ~~efforts~~to facilitate both innovation and choice influencing for sustainable consumption, because it allows products and information to flow between producers and consumers. It can help consumers to find, choose and use sustainable products, by providing information, ensuring availability and affordability, and setting the appropriate tone through marketing communications. Sales data and market research provide insights about consumer attitudes, beliefs and behaviors that can then be fed into ~~four~~the ~~distinct~~planning ~~customer~~process, ~~markets:~~driving innovation and guiding key business decisions, including pricing, packaging and distribution.

~~1. Health & Natural product stores: These customers are purchasing functional confectionary. Their establishments serve a wide variety of eco-friendly products to thousands of customers each day.~~17

2Marketing also has a vital role to play in leveraging the company’s sustainability credentials to build brand equity. ~~Drugstores:~~In ~~These~~order ~~customers~~to do so, it is vital to ensure consistency with our corporate sustainability strategy; any claims made must be authentic, credible and responsible. As solutions shift from technical to social, marketing also has an increased role in driving innovation. Brand values are ~~buying~~communicated ~~more~~to consumers through all sales and ~~more~~marketing ~~eco~~channels, from lead generation and customer support to advertising, sponsorship and point-~~friendly~~of-sale ~~products~~activities. ~~for~~These ~~their~~messages ~~customers~~will asprovide asignals ~~green~~to ~~innovative~~consumers about social and behavioral norms, and are believed by some to ~~satisfy~~have ~~their~~behavioral ~~eco-friendly~~effects ~~clientele~~beyond the product or brand from which they emanate.

3.Green ~~Supermarkets:~~Hygienics ~~These~~has ~~customers~~segmented ~~are buying more and more eco-friendly products for~~ their ~~customers~~efforts asinto afour ~~green~~distinct ~~innovative~~customer ~~and to satisfy their eco-friendly clientele and to improve their green print.~~markets:

41. ~~Superstores~~Health & Natural product stores: These customers are ~~large~~purchasing. ~~buyers~~Their establishments serve a wide variety of eco-friendly products ~~that~~to isthousands anof ~~increasing~~customers ~~demand~~each ~~from~~day. 2. Drugstores: These are buying more eco-friendly products to satisfy their ~~customers~~eco-friendly ~~that~~clientele. 3. Supermarkets: These are ~~60%~~buying ~~institutional~~more eco-friendly products to satisfy their eco-friendly clientele and ~~small~~to ~~business~~improve their green print. 4. Superstores: These are large buyers of eco-friendly products increasing demand from their customers with green initiative programs.

Target Market

Increasing numbers of consumers are realizing that their purchasing behavior directly affects many ecological problems. We seek to provide a profile of consumers who are likely to ~~pay~~seek ~~more~~out ~~for~~ environmentally friendly products, and to put forward marketing strategies to attract them. The research shows that consumers ~~willing to pay more~~ for environmentally friendly products are more likely to be female married, with at least one child living at home. This group seems more likely to put the welfare of others before their own. They are perhaps more likely to think of how a ruined environment may affect their partner and their children’s future. Consumers ~~willing~~who toare ~~pay~~educated ~~more~~about ~~for~~and seeking out green products report that today’s ecological problems are severe, that corporations do not act responsibly towards the environment and that behaving in an ecologically favorable way is important. They place a high importance on security and warm relationships with others, and often consider ecological issues when buying something. They do not believe that it is inconvenient to, for example, do without single-serve aseptically packaged juices or puddings, in the interests of protecting the environment.

Competitive Edge

· Increasing the availability of more sustainable products through integrating sustainability and life cycle processes into product design innovation that doesn’t compromise on quality, price or performance in the market. · Creating a market for sustainable products and business models by working in partnership with consumers and other key stakeholders to demonstrate that sustainable products and lifestyles deliver superior performance at the best prices. Using marketing communications to influence consumer choice and behavior. · Editing out unsustainable products, product components, processes and business models in partnership with other actors in society and retailers.

·Retailers ~~Creating~~understand atheir ~~market~~unique ~~for~~opportunities and responsibilities in the area of sustainable consumption, but differ in their approaches. For example, some take a choice editing approach, eliminating products considered to be unsustainable and, ~~business~~where ~~models~~possible, byoffering ~~working~~only sustainable choices. Others offer a range of both sustainable and unsustainable choices at a range of prices, in ~~partnership~~order ~~with~~not to exclude consumers ~~and~~with ~~other~~more ~~key~~limited ~~stakeholders~~budgets. Some large global retailers are starting to ~~demonstrate~~create ~~that~~minimum ~~sustainable~~sustainability standards for the products that they offer and ~~lifestyles~~from ~~deliver~~their ~~superior~~supply ~~performance~~chains, atbut are not yet ready to engage consumers in discussions about impacts across the ~~best~~full ~~prices~~product life cycle. ~~Using~~Retailers ~~marketing~~will ~~communications~~seek more product contents disclosure from product suppliers in the future in order to ~~influence~~determine ~~consumer~~the ~~choice~~sustainability of the product and ~~behavior~~we will supply them with the tool’s necessary to simplify their task.

·Strategy ~~Editing out unsustainable products, product components, processes~~ and ~~business models in partnership with other actors in society and retailers.~~Implementation

~~Retailers~~Marketers ~~understand~~should ~~their~~advertise ~~unique~~why ~~opportunities~~it ~~and~~is ~~responsibilities~~convenient into ~~the~~purchase ~~area~~“green” ofproducts. ~~sustainable~~The ~~consumption~~Body Shop, ~~but~~for ~~differ~~example, inuses ~~their~~information ~~approaches. For example~~cards, ~~some~~window ~~take~~displays aand ~~choice~~videos ~~editing~~throughout ~~approach,~~its ~~eliminating~~stores ~~products~~to ~~considered~~inform topeople beabout ~~unsustainable~~the environmental and, ~~where~~social ~~possible,~~effects ~~offering~~of ~~only~~their ~~sustainable~~purchasing ~~choices~~decisions. ~~Others~~This ~~offer~~information aeducates ~~range~~the ofconsumer ~~both~~about ~~sustainable~~The ~~and~~Body ~~unsustainable~~Shop’s ~~choices~~natural atproduct aingredients, ~~range~~earth-friendly ~~of prices~~manufacturing, inand ~~order~~policy ~~not~~of topurchasing ~~exclude~~from ~~consumers~~developing ~~with more limited budgets~~countries. ~~Some~~Marketers ~~large~~should ~~global~~also ~~retailers~~communicate ~~are starting~~ to ~~create~~the ~~minimum~~target ~~sustainability~~audience ~~standards~~that ~~for~~buying ~~the~~green products ~~that~~can ~~they~~have ~~offer~~a ~~and~~significant ~~from~~impact ~~their~~on ~~supply~~the ~~chains,~~welfare ~~but~~of ~~are~~the ~~not~~environment. ~~yet~~Marketers ~~ready~~should topersuade ~~engage~~ consumers inthat ~~discussions~~environmental ~~about~~protection ~~impacts~~is ~~across~~not the ~~full~~sole ~~product~~responsibility ~~life~~of ~~cycle.~~business ~~Retailers~~and ~~will~~that ~~seek~~each ~~more~~individual ~~product~~can ~~contents~~also ~~disclosure~~make ~~from~~a ~~product~~difference. ~~suppliers~~Marketers inshould ~~the~~regularly ~~future~~provide infeedback ~~order~~ to ~~determine~~show ~~the~~consumers ~~sustainability~~that ofthey ~~the~~are ~~product~~making ~~and~~a ~~we will supply them with the tool’s necessary to simplify their task~~difference.

~~Strategy~~Our research reveals that 80% of consumers who seek out green products say they refuse to buy products from companies accused of being polluters. Companies which do not follow environmental regulations or which try to exploit the green movement to increase sales are therefore exposed to consumer boycott. For example, Procter & Gamble and ~~Implementation~~Walmart were publicly criticized for putting a “green” label on a brand of paper towels made of chlorine-bleached, unrecycled paper and packaged in plastic, simply because the inner tube for the towels was made of recycled paper.

Since the opposite is true of consumers who are less willing to pay more for environmentally friendly products, marketers should advertise why it is convenient to purchase “green” products. The Body Shop, for example, uses information cards, window displays and videos throughout its stores to inform people about the environmental and social effects of their purchasing decisions. This information educates the consumer about The Body Shop’s natural product ingredients, earth-friendly manufacturing, and policy of purchasing from developing countries. Marketers should also communicate to the target audience that buying green products can have a significant impact on the welfare of the environment. Marketers should persuade consumers that environmental protection is not the sole responsibility of business and that each individual can also make a difference. Marketers should regularly provide feedback to show consumers that they are making a difference.18

~~Our~~Consumer ~~research~~attitudes reveals that 80% of consumers who are more likely to spend more for green products say they refuse to buy products from companies accused of being polluters. Companies which do not follow environmental regulations or which try to exploit the green movement to increase sales are therefore exposed to consumer boycott. For example, Procter & Gamble and Walmart were publicly criticized for putting a “green” label on a brand of paper towels made of chlorine-bleached, unrecycled paper and packaged in plastic, simply because the inner tube for the towels was made of recycled paper.behaviors:

14· Consumers are increasingly concerned about environmental, social and economic issues, and increasingly willing to act on those concerns · Consumer willingness often does not translate into sustainable consumer behavior because of a variety of factors – such as availability, affordability, convenience, product performance, conflicting priorities, skepticism and force of habit

~~Consumer~~How ~~attitudes~~GHI ~~and~~will capitalize on these know consumers behaviors:

· ~~Consumers~~Making ~~are~~it ~~increasingly~~easy ~~concerned~~and ~~about~~affordable ~~environmental,~~for ~~social~~the ~~and~~consumer ~~economic~~to ~~issues~~make sustainable purchasing decisions, ~~and~~as they increasingly ~~willing~~report a willingness to ~~act~~do so · Making sustainable products available and comparable – without compromising on ~~those~~performance ~~concerns~~and at no extra costs · Leveraging the unprecedented power of consumers to share information about our Company, products via social networks, to promote sustainable products, usage, consumption and lifestyles

·Competition Consumer willingness often does not translate into sustainable consumer behavior because of a variety of factors – such as availability, affordability, convenience, product performance, conflicting priorities, skepticism and force of habitOverview

·We ~~Making~~are ita ~~easy~~company engaged in the sale and ~~affordable~~distribution ~~for~~of ~~the~~hygienic ~~consumer~~and tohousehold ~~make~~bamboo-based ~~sustainable~~paper ~~purchasing~~products. ~~decisions~~Currently, asour ~~they~~target ~~increasingly~~market ~~report~~is alimited ~~willingness~~to North America. We intend to docompete sowith other manufacturers and distributors of hygienic and household paper products, including products made of traditional wood-pulp based paper, bamboo-pulp based paper, or other recycled or novel paper materials. We will also compete with traditional manufactures of non-paper based diapers.

·Many ~~Making~~of ~~sustainable~~the companies with whom we intend to compete have greater financial resources, production capabilities, and distribution networks than we do. These competitors may be able to benefit from greater economies of scale than our Company. In addition, they may be able to afford more expertise in design and manufacturing of their products. ~~available~~This competition could result in competitors having products of greater quality and ~~comparable~~interest –to ~~without~~prospective ~~compromising~~customers onand ~~performance~~investors. This competition could adversely impact our ability to finance further development and atto noachieve ~~extra~~the ~~costs~~financing necessary for us to develop our business.

·We ~~Leveraging~~believe that Green Hygienics is currently one of the ~~unprecedented~~few ~~power~~distributors of ~~consumers~~100% totree-free ~~share~~products ~~information~~in ~~about~~the ~~our~~U.S. ~~company,~~marketplace. There are other companies that manufacture products ~~via~~in ~~social~~a ~~networks~~similar scope; however, they have up to ~~promote~~30% ~~sustainable~~tree-based ingredients in their products. Green Hygienics is the exclusive supplier for AHC in North America bamboo-based products. AHC is the world’s largest manufacturer of bamboo-based wet wipes, ~~usage~~internationally certified: ISO 9001:2008, ~~consumption~~BRC-CP, EPA, Nordic swan, cGMP and ~~lifestyles~~GMP and member of the world Private Label Manufacturers Association. AHC suppliers multi-national brands and retailers on all continents including customers such as 3M, Carrefour, Tesco, Walmart, Goodyear and export to over 45 countries.

~~Competition~~AHC’s ~~Overview~~research and development facility with laboratory for micro-biological/bio-burden testing currently houses over 200 dedicated employees. Management believes that innovation is an essential driver of more sustainable consumption. The goal of sustainable innovation is to deliver high levels of global and functional value, while minimizing resource use and environmental impacts. Innovation is a well-known core business function. Business innovation responds to the challenge of sustainable consumption through: eco-efficiency measures, product innovation and design, production & supply chain management, and business model innovation.

WeOur ~~are~~research ~~a company engaged in the sale~~ and ~~distribution~~development of ~~hygienic~~new ~~and household bamboo-based paper~~ products~~. Currently~~, ~~our~~product ~~target market is limited to North America~~features, ~~including Canada. We intend to compete with other manufacturers~~ and ~~distributors~~technologies ofare ~~hygienic~~driven ~~and~~by ~~household~~the ~~paper~~quest ~~products,~~for ~~including~~the ~~products~~best ~~made~~performance ofat ~~traditional~~the ~~wood-pulp~~best ~~based~~price ~~paper,~~that ~~bamboo-pulp based paper, or other recycled or novel paper materials. We will~~ also ~~compete~~improves ~~with traditional manufactures of non~~eco-~~paper~~efficiency ~~based diapers~~ and ~~female~~societal ~~sanitary pads~~value.

Many of the companies with whom we intend to compete have greater financial resources, production capabilities, and distribution networks than we do. These competitors may be able to benefit from greater economies of scale than our Company. In addition, they may be able to afford more expertise in design and manufacturing of their products. This competition could result in competitors having products of greater quality and interest to prospective customers and investors. This competition could adversely impact our ability to finance further development and to achieve the financing necessary for us to develop our business.Competition

We believe that Green Hygienics is currently one of the few distributors of 100% tree-free products in the U.S. marketplace. There are other companies that manufacture products in a similar scope; however, they have up to 30% tree-based ingredients in their products. Green Hygienics is the exclusive supplier for AHC in North America bamboo-based products. AHC is the world’s largest manufacturer of bamboo-based wet wipes, internationally certifiedCompetitors: ~~ISO~~Bamtastic™ ~~9001:2008, BRC-CP, EPA, Nordic swan, cGMP~~ and GMP and member of the world Private Label Manufacturers Association. AHC suppliers multi-national brands and retailers on all continents including customers such as 3M, Carrefour, Tesco, Walmart, Goodyear and export to over 45 countries.Bambooee®

~~AHC’s~~Bamtastic™ ~~research~~(Green ~~and~~Paq ~~development~~Solutions, ~~facility with laboratory for micro-biological/bio-burden testing currently houses over 200 dedicated employees~~Inc.) ~~Management believes that innovation~~ is ana ~~essential~~bamboo ~~driver~~paper oftowel ~~more~~brand ~~sustainable~~made ~~consumption.~~in ~~The~~China ~~goal~~and ofsold ~~sustainable~~in ~~innovation~~the isU.S. tomarket. ~~deliver~~Its ~~high~~primary ~~levels~~targets ofare ~~emotional~~commercial, retail and ~~functional~~online ~~value~~customers, ~~while~~with ~~minimizing~~a ~~resource~~general ~~use~~price ~~and~~point ~~environmental~~of ~~impacts~~$9.99 ~~Innovation~~for is a ~~well~~12-~~known~~roll ~~core~~pack ~~business function. Business innovation responds to the challenge~~ of ~~sustainable~~bamboo ~~consumption~~bath ~~through: eco-efficiency measures, product innovation and design, production & supply chain management, and business model innovation~~tissue.

~~Our~~Bambooee® ~~research~~(CM ~~and~~National, ~~development~~Inc.) ofis ~~new~~a ~~products,~~brand ~~product~~made ~~features,~~in China and ~~technologies~~the ~~are~~U.S ~~driven~~with bysimilar ~~the~~targeted ~~quest~~customers. Bambooee® ~~for~~was the ~~best~~first ~~performance~~bamboo atpaper towel brand to be introduced to the ~~best~~U.S. ~~price~~market. ~~that~~Bambooee® ~~also~~is ~~improves~~generally ~~eco-efficiency~~priced ~~and~~at ~~societal~~a ~~value~~premium: $18 for a 12-roll pack.

~~Competition~~19

~~Competitors:~~Intellectual ~~Bamtastic™ and Bambooee®~~Property

Bamtastic™ (Green Paq Solutions, Inc.) is a bamboo paper towel brand made in China and sold in the U.S. market. Its primary targets are commercial, retail and online customers, with a general price point of $9.99 for a 12-roll pack of bamboo paper towels.Website

~~Bambooee®~~We ~~(CM~~assert ~~National~~common law copyright in the contents of our website, ~~Inc~~greeninnovationsltd.)com, isgreenhygienics.com, aclearlyherbal.us, ~~brand~~and ~~made~~gogreenest.com, and common law trademark rights in ~~China~~our business name and ~~the~~related ~~U.S~~product ~~with~~labels, ~~similar~~including ~~targeted~~"Clearly ~~customers~~Herbal," “Sensational,” and "Green & Soft. ~~Bambooee®~~" ~~was~~We have not registered for the ~~first~~protection ~~bamboo~~of ~~paper~~all ~~towel~~of ~~brand~~our tocopyrights, betrademarks, ~~introduced~~patents toor designs, although we may do so in the ~~U.S.~~future ~~market. Bambooee®~~as iswe ~~generally~~deem ~~priced~~necessary atto aprotect ~~premium: $18~~our business. We have registered for aprotection ~~12-roll~~of ~~pack~~our domain name, www.greenhygienics.com.

~~Intellectual Property~~Trademarks

~~Website~~We have registered or filed for registration in the United States for the following copyrights and trademarks:

WeNoov ~~assert~~is ~~common~~also ~~law~~registered ~~copyright~~ in ~~the contents of our website, greeninnovationsltd~~Canada.~~com,~~ ~~greenhygienics.com,~~Avanti ~~clearlyherbal.us,~~is ~~and~~used ~~gogreenest.com,~~through ~~and~~a ~~common~~relationship ~~law~~with ~~trademark~~Avanti ~~rights in our business name and related product labels~~Distribution, ~~including~~a ~~"Clearly~~Canadian ~~Herbal," “Sensational,” and "Green & Soft~~company." We have not registered for the protection of any copyright, trademark, patent or design, although we may do so in the future as we deem necessary to protect our business. We have registered for protection of our domain name, www.greenhygienics.com.

15The Company has registered Flora® but will not be using it.

~~Trademarks~~Other

WeThrough ~~have~~our ~~registered~~Licensing orAgreement ~~filed~~dated ~~for~~August ~~registration~~1, 2012 with AHC, we hold the exclusive North American distribution rights to certain proprietary products of American Hygienics for the ~~following~~manufacture ~~copyrights~~of bamboo pulp-based paper products, described elsewhere in this report. Our exclusive rights are enforceable for a minimum term of 5 years from August 1, 2012, and ~~trademarks:~~are subject to an additional 5 year renewal provided we meet certain sales quotas during the initial terms. The terms of the agreement with Green Hygienics are discussed in the section of this report entitled "Description of Business."

~~The~~Green ~~Company~~Hygienics has ~~registered~~been ~~Flora®~~granted ~~but~~an Intellectual Passport CB, through its authors Kalpesh Parmar and Yogesh Parmar, owners of AHC, which will ~~not~~own bethe ~~using~~worldwide itIntellectual Passport for the manufacturing of the bamboo pulp. The Intellectual Passport CB is a private system of intellectual property registration that aims to enhance the protection of intellectual property rights conferred by existing legal frameworks.

~~Other~~Accreditations

~~Through~~FDA ~~our Licensing Agreement dated August 1, 2012 with AHC, we hold the exclusive North American distribution rights to certain proprietary products of American Hygienics for the manufacture of bamboo pulp~~-~~based~~ ~~paper~~Food ~~products, described elsewhere in this report. Our exclusive rights are enforceable for a minimum term of 5 years from August 1, 2012,~~ and ~~are~~Drug subject to an additional 5 year renewal provided we meet certain sales quotas during the initial terms. The terms of our agreement with Green Hygienics are discussed in the section of this report entitled "Description of Business."Administration

~~Green~~The ~~Hygienics~~FDA ~~has~~is ~~been~~an ~~granted~~executive andepartment ~~Intellectual~~agency ~~Passport~~of ~~CB,~~the ~~through~~United ~~its~~States ~~authors~~Department ~~Kalpesh~~of ~~Parmar~~Health and ~~Yogesh~~Human ~~Parmar,~~Services. ~~owners~~The ofFDA ~~AHC,~~is ~~which~~established ~~will~~to ~~own~~be ~~the~~responsible ~~worldwide~~for ~~Intellectual~~protecting ~~Passport~~and ~~for~~promoting ~~the~~public ~~manufacturing~~health ofthrough ~~the~~regulation ~~bamboo~~of ~~pulp~~consumer products. The ~~Intellectual~~FDA ~~Passport CB~~ is aone ~~private system~~ of ~~intellectual~~the ~~property~~most ~~registration~~recognized ~~that~~certifications ~~aims~~in ~~to enhance~~ the ~~protection of intellectual property rights conferred by existing legal frameworks~~world.

~~Accreditations~~EPA - Environmental Protection Agency

~~FDA~~An -agency ~~Food~~of the United States federal government which has been established for the purpose of protecting human health and ~~Drug~~the ~~Administration~~environment. The EPA's purpose is to protect consumers from significant risk from human health and the environment on which they live learn and work.

The FDA is an executive department agency of the United States Department of Health and Human Services. The FDA is established to be responsible for protecting and promoting public health through regulation of consumer products. The FDA is one of the most recognized certifications in the world.20

~~EPA~~Nordic - Environmental ~~Protection Agency~~ Label

AnThe ~~agency~~Nordic Ecolabel is a comprehensive evaluation through the lifecycle of the ~~United~~product. ~~States~~This ~~federal~~means ~~government~~that, ~~which~~in ~~has~~developing ~~been~~criteria, ~~established~~we ~~for~~look at the ~~purpose~~whole oflife ~~protecting~~cycle ~~human~~of ~~health~~the product and all its related environmental issues. Climate considerations are thus a key element of the ~~environment~~assessment. ~~The~~Some ~~EPA's~~criteria ~~purpose~~contain isrequirements linked directly to ~~protect~~the ~~consumers~~climate, ~~from~~such ~~significant~~as ~~risk~~those ~~from~~concerning ~~human~~use ~~health~~of ~~and~~fossil fuels or energy consumption during the ~~environment~~manufacturing onprocess. ~~which~~The ~~they~~more ~~live~~important ~~learn~~we judge the climate issue to be for a particular product group, the stricter and ~~work~~more extensive the requirements become in that area.

~~Nordic~~British ~~Environmental~~Retail ~~Label~~ Consortium

The ~~Nordic~~British ~~Ecolabel~~Retail Consortium (“BRC”) is athe ~~comprehensive~~lead ~~evaluation~~trade ~~through~~association in the ~~lifecycle~~UK ofrepresenting the ~~product.~~whole ~~This~~range ~~means~~of ~~that~~retailers, infrom ~~developing~~the ~~criteria,~~large wemultiples ~~look~~and atdepartment ~~the~~stores ~~whole~~through ~~life~~to ~~cycle~~independents, ofselling ~~the~~a ~~product~~wide ~~and~~selection of products through all ~~its~~levels ~~related~~of ~~environmental~~wholesale ~~issues~~and retail. ~~Climate~~The ~~considerations~~BRC ~~are~~is ~~thus~~ a ~~key~~highly ~~element~~sought ofafter ~~the~~certification ~~assessment.~~in ~~Some~~the ~~criteria~~UK ~~contain~~as ~~requirements~~it ~~linked~~is ~~directly~~the toauthoritative ~~the~~voice ~~climate~~of retail, ~~such~~recognized asfor ~~those~~its ~~concerning~~powerful ~~use~~campaigning ofand ~~fossil~~influence ~~fuels~~within orgovernment ~~energy~~and ~~consumption~~as ~~during~~a ~~the~~provider ~~manufacturing~~of ~~process~~excellent retail information. The ~~more~~majority ~~important~~of weUK, ~~judge~~and ~~the~~many ~~climate~~European ~~issue~~and toglobal beretailers, ~~for~~and abrand ~~particular~~owners ~~product~~will ~~group,~~only ~~the~~consider ~~stricter~~doing ~~and~~business ~~more~~with ~~extensive~~suppliers ~~the~~who ~~requirements~~have ~~become~~gained incertification ~~that~~against ~~area~~the appropriate BRC Global Standard.

16ISO 9001:2000 – International Organization for Standardization

~~Retail~~ISO ~~Consortium~~International Standards ensure that products and services are safe, reliable and of good quality, they are strategic tools that reduce costs by minimizing waste and errors and increasing productivity. They help companies to access new markets, level the playing field for developing countries and facilitate free and fair global trade.

~~The~~GMP ~~British~~– ~~Retail~~Good ~~Consortium~~Manufacturing (“BRC”) is the lead trade association in the UK representing the whole range of retailers, from the large multiples and department stores through to independents, selling a wide selection of products through all levels of wholesale and retail. The BRC is a highly sought after certification in the UK as it is the authoritative voice of retail, recognized for its powerful campaigning and influence within government and as a provider of excellent retail information. The majority of UK, and many European and global retailers, and brand owners will only consider doing business with suppliers who have gained certification against the appropriate BRC Global Standard.Practice

~~ISO~~GMP ~~9001:2000~~is –a ~~International~~production ~~Organization~~and ~~for~~testing ~~Standardization~~practice that maintains and ensures quality control of a manufactured goods. Many countries have created uniform GMP guidelines to correspond with their own legislation. These GMP guidelines safeguard the consumer and ensuring the goods produced are of the highest quality.

~~ISO~~GMP ~~International~~is ~~Standards~~enforced ~~ensure~~in ~~that~~the ~~products~~United ~~and~~States ~~services are safe, reliable and of good quality, they are strategic tools that reduce costs~~ by ~~minimizing waste and errors and increasing productivity. They help companies to access new markets, level~~ the ~~playing field for developing countries and facilitate free and fair global trade~~FDA.

The World Health Organization (“WHO”) version of GMP is aused ~~production~~by pharmaceutical regulators and ~~testing~~the ~~practice~~pharmaceutical ~~that~~industry ~~maintains~~in ~~and~~over ~~ensures~~one ~~quality~~hundred ~~control~~countries ofworldwide, aprimarily ~~manufactured~~in ~~goods.~~the ~~Many~~developing ~~countries~~world. ~~have~~The ~~created~~European ~~uniform~~Union's GMP ~~guidelines~~(“EU-GMP”) toenforces ~~correspond~~similar ~~with~~requirements ~~their~~to ~~own~~WHO ~~legislation. These~~ GMP, ~~guidelines~~as ~~safeguard~~does the ~~consumer~~FDA's ~~and~~version ~~ensuring~~in the ~~goods~~US. ~~produced~~Similar GMPs are ofused ~~the~~in ~~highest~~other ~~quality~~countries, with Canada, Japan, Singapore, Philippines and others having highly developed/sophisticated GMP requirements.

~~GMP~~Research isand ~~enforced in the United States by the FDA.~~Development

~~The~~We ~~World~~have ~~Health~~incurred ~~Organization~~research and development expenses since our collaboration with Laboratoire M2, Inc. (“~~WHO~~M2 Labs”), ~~version~~a ofCanada-based ~~GMP~~research isand ~~used~~development bycompany ~~pharmaceutical~~that ~~regulators~~has ~~and~~a ~~the~~technology ~~pharmaceutical~~of ~~industry~~an inall-natural ~~over~~EPA ~~one~~approved ~~hundred~~disinfectant. ~~countries~~We ~~worldwide,~~are ~~primarily~~ in the ~~developing~~development ~~world.~~and ~~The~~additional ~~European~~EPA ~~Union'~~approval for the world’s ~~GMP~~first ~~(“EU~~all-~~GMP”)~~natural ~~enforces~~biodegradable ~~similar~~disinfectant ~~requirements~~wipe. toThe ~~WHO~~resultant ~~GMP,~~product aswill ~~does~~have ~~the~~projected ~~FDA's~~claims ~~version~~of ina ~~the US~~99.9% ~~Similar~~kill ~~GMPs~~claim ~~are~~with ~~used~~kill intimes ~~other~~under ~~countries,~~3 ~~with~~minutes ~~Canada,~~which ~~Japan,~~would ~~Singapore~~ultimately, ~~Philippines~~as projected by management and ~~others~~M2 ~~having~~Labs, ~~highly~~make ~~developed/sophisticated~~the ~~GMP~~product ~~requirements~~“hospital grade.”

~~Research and Development~~21

We ~~have~~do ~~incurred~~anticipate ~~research~~that ~~and~~we ~~development~~will ~~expenses~~spend significant ~~since~~resources ~~our~~on ~~collaboration with Laboratoire M2, Inc. (“M2 Labs”), a Canada-based~~ research and development ~~company~~during ~~that has a technology of an all-natural EPA approved disinfectant. We are in~~ the ~~development~~next ~~and~~12 ~~additional EPA approval for the world’s first all-natural biodegradable disinfectant wipe~~months. The resultant product will have projected claims of a 99.9% kill claim with kill times under 3 minutes which would ultimately, as projected by management and M2 Labs, make the product “hospital grade.”

WeGreen doHygienics ~~anticipate~~will ~~that~~continue weto ~~will~~innovate ~~spend significant~~with ~~resources~~new onproducts in the versatile bamboo supply chain. Bamboo produces thousands of products which makes Green Hygienics a valuable research and development ~~during~~entity ~~the~~focused ~~next~~on 12sustainable ~~months~~bamboo products.

WeReports believe that Green Hygienics is currently one of the few distributors of 100% tree-free products in the marketplace. Green Hygienics is the exclusive supplier for American Hygienics Corporation in North America. American Hygienics Corporation (AHC) is the world’s largest manufacturer of bamboo based wet wipes, internationally certified: ISO 9001:2008, BRC-CP, EPA, Nordic swan, cGMP and GMP and member of the world Private Label Manufacturers Association. AHC suppliers Multi-National brands and retailers on all continents including customers such as 3M, Carrefour, Tesco, Walmart, Goodyear and export to ~~over~~Security ~~45 countries. Its Research and Development facility with laboratory for micro-biological/bio-burden testing currently houses over 200 dedicated employees.~~Holders

~~Green~~We ~~Hygienics~~intend ~~will~~to ~~continue~~furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to ~~innovate~~make ~~with~~available ~~new~~quarterly ~~products~~reports incontaining unaudited financial statements for each of the ~~versatile~~first ~~bamboo~~three ~~supply~~quarters ~~chain~~of each year. ~~Bamboo~~We ~~produces~~file ~~thousands~~Quarterly ofReports ~~products~~on ~~which~~Form ~~makes~~10-Q, ~~Green~~Annual ~~Hygienics~~Reports aon ~~valuable~~Form ~~research~~10-K and ~~development~~Current ~~entity~~Reports ~~focused~~ on ~~sustainable~~Form ~~bamboo~~8-K ~~products~~with the Securities and Exchange Commission in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the Commission if they become necessary in the course of our company's operations.

17The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

~~Reports~~Government ~~to Security Holders~~Regulations

WeAs ~~intend~~distributors toand ~~furnish~~importers ~~our~~of ~~shareholders~~hygienic ~~annual~~and ~~reports~~household ~~containing~~paper ~~financial~~products, ~~statements~~including ~~audited~~products byused ~~our~~for ~~independent~~food ~~registered~~packaging ~~public accounting firm~~ and tostorage, ~~make~~we ~~available~~are ~~quarterly~~regulated ~~reports~~by ~~containing unaudited financial statements for each of~~ the ~~first~~U.S. ~~three~~Food ~~quarters~~and ofDrug ~~each year~~Administration. We ~~file~~believe ~~Quarterly~~that ~~Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with~~ the ~~Securities~~products ~~and~~we ~~Exchange~~intend ~~Commission in order~~ to ~~meet~~distribute ~~our~~are ~~timely~~in ~~and~~compliance, ~~continuous~~in ~~disclosure~~all ~~requirements.~~material Werespects, ~~may also file additional documents~~ with the ~~Commission~~laws ifand ~~they~~regulations ~~become~~administered ~~necessary~~by in the ~~course~~U.S. ofFood ~~our~~and ~~company's~~Drug ~~operations~~Administration.

~~The~~We ~~public~~believe ~~may read and copy any materials~~ that we ~~file~~are ~~with~~and ~~the~~will ~~SEC~~continue atto ~~the~~be ~~SEC's~~in ~~Public~~compliance ~~Reference~~in ~~Room~~all atmaterial ~~100~~respects Fwith ~~Street,~~applicable ~~NE,~~statutes ~~Washington,~~and ~~D.C. 20549. The public may obtain information on~~ the ~~operation~~regulations ofpassed ~~the~~in ~~Public Reference Room by calling~~ the ~~SEC~~United ~~at 1-800-SEC-0330~~States. ~~The~~There ~~SEC~~are ~~maintains~~no ancurrent ~~Internet~~orders ~~site~~or ~~that~~directions ~~contains~~relating ~~reports,~~to ~~proxy~~our ~~and~~company ~~information~~with ~~statements,~~respect ~~and~~to ~~other information regarding issuers that file electronically with~~ the ~~SEC.~~foregoing ~~The~~laws ~~address~~and ~~of that site is www~~regulations.~~sec.gov.~~

~~Government~~Environmental Regulations

AsWe ~~distributors~~do ~~and~~not ~~importers~~believe that we are or will become subject to any environmental laws or regulations of ~~hygienic~~the ~~and~~United ~~household~~States. ~~paper~~While our products, ~~including~~and ~~products~~business ~~used~~activities ~~for~~do ~~food~~not ~~packaging~~currently ~~and~~violate ~~storage~~any laws, weany ~~are~~regulatory ~~regulated~~changes bythat ~~the~~impose ~~U.S.~~additional ~~Food~~restrictions ~~and~~or ~~Drug~~requirements ~~Administration.~~on Weus ~~believe~~or ~~that~~on ~~the~~our products weor ~~intend~~potential tocustomers ~~distribute~~could ~~are~~adversely inaffect ~~compliance,~~us inby ~~all~~increasing ~~material~~our ~~respects,~~operating ~~with~~costs ~~the~~or ~~laws~~decreasing ~~and~~demand ~~regulations~~for ~~administered~~our byproducts ~~the~~or ~~U.S.~~services, ~~Food~~which ~~and~~could ~~Drug~~have ~~Administration~~a material adverse effect on our results of operations.

We believe that we are and will continue to be in compliance in all material respects with applicable statutes and the regulations passed in the United States. There are no current orders or directions relating to our company with respect to the foregoing laws and regulations.Employees

~~Environmental~~As ~~Regulations~~of December 31, 2014, we had a total of four full time employees, four full time consultants and various hourly leased employees. Our employees are not parties to any collective bargaining agreement. We believe our relationships with our employees are good.

We do not believe that we are or will become subject to any environmental laws or regulations of the United States. While our products and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our products or potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.Property

~~Employees~~We lease approximately 1,542 square feet of office space in Cape Coral, Florida, pursuant to a lease that will expire on February 28, 2019. This facility serves as our corporate headquarters. Prior to March 1, 2014, we leased approximately 1,000 square feet of office space in Cape Coral, Florida which served as our corporate headquarters. Due to a change in ownership of the building, the Company took on opt-out option to extinguish its current lease, effective February 28, 2014. The Company leases a warehouse in Ontario, California with approximately 50,000 square feet. The warehouse lease began on November 1, 2013, and expires on October 31, 2016.

As of December 31, 2013, we had a total of three full time employees, four full time consultants and one full time leased employee. After December 31, 2013, we hired another employee and our leased employee became a regular employee. Our employees are not parties to any collective bargaining agreement. We believe our relationships with our employees are good.22

~~Property~~23

WeWarehouse ~~lease~~– approximately 1,542 square feet of office space in Cape Coral, Florida, pursuant to a lease that will expire on February 28, 2019. This facility serves as our corporate headquarters. Prior to March 1, 2014, we leased approximately 1,000 square feet of office space in Cape Coral, Florida which served as our corporate headquarters. Due to a change in ownership of the building, the Company took on opt-out option to extinguish its current lease, effective February 28, 2014. The Company leases a warehouse in Ontario, California ~~with approximately 50,000 square feet. The warehouse lease began on November 1, 2013, and expires on October 31, 2016.~~

18Available Information

~~Warehouse~~All –reports ~~Ontario~~of the Company filed with the SEC are available free of charge through the SEC’s website at www.sec.gov. In addition, ~~California~~the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

~~Available Information~~24

~~All~~Item ~~reports of the Company filed with the SEC are available free of charge through the SEC’s web site at www~~1A.~~sec.gov.~~ InRisk addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.Factors

~~Item~~The ~~1A.~~following ~~Risk~~important ~~Factors~~factors among others, could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this Form 10-K or presented elsewhere by management from time to time.

~~The~~There ~~following~~are ~~important~~numerous ~~factors~~and ~~among~~varied ~~others~~risks, ~~could~~known ~~cause~~and unknown, that may prevent us from achieving our ~~actual~~goals. ~~operating~~If any of these risks actually occur, our business, financial condition or results toof ~~differ~~operation may be materially ~~from~~adversely ~~those~~affected. ~~indicated~~In orsuch ~~suggested~~case, bythe ~~forward-looking~~trading ~~statements~~price ~~made~~of inour ~~this~~common ~~Form~~stock ~~10-K~~could ordecline ~~presented~~and ~~elsewhere~~investors bycould ~~management~~lose ~~from~~all ~~time~~or topart ~~time~~of their investment.

~~There~~Risks ~~are~~Related ~~numerous~~to ~~and~~Our varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operation may be materially adversely affected. In such case, the trading price of our common stock could decline and investors could lose all or part of their investment.Business

19We have limited operating history and our foreseeable future is uncertain.

~~Risks~~We ~~Related~~were formed in 2008 and did not have any operations until the fourth quarter of 2012 due to the acquisition of Green Hygienics. We have only nominal assets, and have generated limited revenues since our inception. The Green Hygienics acquisition in September 2012 discontinued the prior operations. For our year ended December 31, 2014, we experienced net losses of $7,796,339. We used cash in operating activities of $1,358,934 in 2014. As of December 31, 2014, we had an accumulated deficit of $17,336,999. In addition, we could incur additional losses in the foreseeable future, and there can be no assurance that we will ever achieve profitability. Our ~~Business~~future viability, profitability and growth depend upon our ability to successfully operate, expand our operations and obtain additional capital. There can be no assurance that any of our efforts will prove successful or that we will not continue to incur operating losses in the future.

We do not have ~~limited~~substantial ~~operating~~cash ~~history~~resources and if we cannot raise additional funds or generate more revenues, we will not be able to pay our ~~foreseeable~~vendors ~~future~~and iswill ~~uncertain~~probably not be able to continue as a going concern.

WeAs ~~were formed in 2008 and did not have any operations until the fourth quarter~~ of 2012 due to the acquisition of Green Hygienics. We have only nominal assets, and have generated limited revenues since our inception. The Green Hygienics acquisition in September 2012 discontinued the prior operations. For our year ended December 31, ~~2013~~2014, weour ~~experienced~~available ~~net~~cash ~~losses~~balance ofwas $849,~~351,175~~157. We ~~used~~will ~~cash~~need into ~~operating~~raise ~~activities of $4,424,637 in 2013. As of December 31, 2013, we had an accumulated deficit of $9,540,660. In addition, we could incur~~ additional ~~losses~~funds into ~~the~~pay ~~foreseeable~~outstanding ~~future,~~vendor invoices and ~~there~~execute ~~can~~our bebusiness ~~no assurance that we will ever achieve profitability~~plan. Our future ~~viability,~~cash ~~profitability~~flows ~~and growth~~ depend ~~upon~~on our ability to ~~successfully~~wholesale ~~operate,~~our ~~expand~~products ~~our~~to ~~operations~~major retail and ~~obtain~~grocery ~~additional capital~~chains. There can be no assurance that ~~any~~additional offunds ~~our~~will ~~efforts~~be ~~will~~available ~~prove~~when ~~successful~~needed from any source or, ~~that~~if weavailable, will ~~not~~be ~~continue~~available toon ~~incur~~terms ~~operating~~that ~~losses~~are inacceptable ~~the~~to ~~future~~us.

We domay ~~not~~be ~~have~~required ~~substantial~~to ~~cash~~pursue ~~resources~~sources ~~and~~of ifadditional wecapital ~~cannot~~through ~~raise~~various ~~additional~~means, ~~funds~~including joint-venture projects and debt or ~~generate~~equity ~~more~~financings. ~~revenues~~Future financings through equity investments will be dilutive to existing stockholders. Also, the terms of securities we ~~will~~may ~~not~~issue in future capital transactions may be ~~able~~more tofavorable ~~pay~~for our ~~vendors~~new ~~and~~investors. Newly-issued securities may include preferences, superior voting rights, the issuance of warrants or other convertible securities, which will ~~probably~~have ~~not~~additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be ~~able~~required to ~~continue~~recognize non-cash expenses in connection with certain securities we may issue, such as aconvertible ~~going~~notes ~~concern~~and warrants, which will adversely impact our financial condition and results of operations.

AsOur ofability ~~December~~to ~~31,~~obtain ~~2013,~~needed ~~our~~financing ~~available~~may ~~cash~~be ~~balance~~impaired ~~was~~by ~~$38,305.~~such Wefactors ~~will~~as ~~need~~the toweakness ~~raise~~of ~~additional~~capital ~~funds~~markets toand ~~pay~~the ~~outstanding~~fact ~~vendor~~that ~~invoices~~we ~~and~~have ~~execute~~not ~~our~~been ~~business~~profitable, ~~plan.~~which ~~Our~~could ~~future~~impact ~~cash~~the ~~flows~~availability ~~depend~~or oncost ~~our~~of ~~ability~~future tofinancings. ~~wholesale~~If ~~our~~the ~~products~~amount toof ~~major~~capital ~~retail~~we ~~and~~are ~~grocery~~able ~~chains.~~to ~~There~~raise ~~can~~from befinancing noactivities, ~~assurance~~together ~~that~~with ~~additional~~our ~~funds~~revenues ~~will~~from beoperations, ~~available~~is ~~when~~not ~~needed~~sufficient ~~from~~to ~~any~~satisfy ~~source~~our orcapital needs, ifeven ~~available,~~to ~~will~~the beextent ~~available~~that onwe ~~terms~~reduce ~~that~~our ~~are~~operations ~~acceptable~~accordingly, we may be required to uscease operations.

We ~~may~~have bea ~~required~~limited tooperating ~~pursue sources of additional capital through various means~~history, ~~including joint-venture projects~~ and ~~debt~~it ~~or equity financings. Future financings through equity investments will be dilutive to existing stockholders. Also, the terms of securities we~~ may ~~issue in future capital transactions may~~ be ~~more~~difficult ~~favorable~~ for ~~our~~potential ~~new~~ investors. Newly-issued securities may include preferences, superior voting rights, the issuance of warrants or other convertible securities, which will have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to ~~recognize~~evaluate ~~non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact~~ our ~~financial condition and results of operations~~business.

~~Our~~We ~~ability~~began tocurrent ~~obtain~~operations ~~needed~~in ~~financing~~September ~~may~~2012. beOur ~~impaired~~limited byoperating ~~such~~history ~~factors~~makes asit ~~the~~difficult ~~weakness~~for ofpotential ~~capital~~investors ~~markets~~to ~~and~~evaluate ~~the~~our ~~fact~~business ~~that~~or prospective operations. Since our formation, we have ~~not~~generated ~~been~~only ~~profitable~~limited revenues. Our revenues were $4,159,562 ~~which~~and ~~could~~$1,867,788 ~~impact~~for the ~~availability~~years orended ~~cost~~December of31, ~~future~~2014, ~~financings.~~and If2013, ~~the~~respectively. ~~amount~~As ofan ~~capital~~early-stage company, we are ~~able~~subject to ~~raise~~all ~~from~~the risks inherent in the initial organization, financing, ~~activities~~expenditures, ~~together~~complications ~~with~~and ~~our~~delays ~~revenues~~inherent ~~from~~in ~~operations,~~a relatively new business. Investors should evaluate an investment in us in light of the uncertainties encountered by such companies in a competitive environment. Our business is ~~not~~dependent ~~sufficient~~upon tothe ~~satisfy~~implementation of our ~~capital~~business ~~needs~~plan, ~~even~~as towell as the ~~extent~~ability ~~that~~of weour ~~reduce~~merchants to enter into agreements with consumers for their respective products and/or services. There can be no assurance that our ~~operations~~efforts ~~accordingly,~~will be successful or that we ~~may~~will be ~~required~~able to ~~cease~~attain ~~operations~~profitability.

We ~~have a limited operating history, and it~~ may not be ~~difficult~~able ~~for~~to ~~potential~~secure ~~investors~~additional financing to ~~evaluate~~meet our ~~business~~future capital needs.

We ~~began~~anticipate ~~current~~needing significant capital to establish our operations, indistribution ~~September~~network ~~2012~~and customer base. ~~Our~~We ~~limited~~may use capital more rapidly than anticipated and incur higher operating ~~history~~expenses ~~makes~~than itexpected, ~~difficult~~and ~~for~~will ~~potential~~be ~~investors~~depend on external financing to ~~evaluate~~satisfy our ~~business~~operating orand ~~prospective~~capital ~~operations~~needs. ~~Since~~Any sustained weakness in the general economic conditions and/or financial markets in the United States or globally could adversely affect our ~~formation,~~ability weto ~~have~~raise ~~generated~~capital ~~only~~on ~~limited~~favorable ~~revenues~~terms or at all. ~~Our~~We ~~revenues~~may ~~were~~also ~~$1,867,788~~rely ~~and~~in ~~$232~~the future,~~955~~ ~~for~~on ~~the~~access ~~years~~to ~~ended~~financial ~~December~~markets ~~31,~~as ~~2013,~~a source of liquidity to satisfy working capital requirements and ~~2012,~~for ~~respectively~~general corporate purposes. AsWe anmay ~~early-stage~~be ~~company,~~unable weto ~~are~~secure ~~subject~~debt or equity financing on terms acceptable to ~~all~~us, ~~the~~or ~~risks~~at ~~inherent~~all, inat the ~~initial~~time ~~organization,~~when ~~financing,~~we ~~expenditures,~~need ~~complications~~such ~~and~~funding. ~~delays~~If ~~inherent~~we indo araise ~~relatively~~funds ~~new~~by ~~business.~~issuing ~~Investors~~additional ~~should~~equity ~~evaluate~~or anconvertible ~~investment~~debt insecurities, usthe inownership ~~light~~percentages of existing stockholders would be reduced, and the ~~uncertainties~~securities ~~encountered~~that bywe ~~such~~issue ~~companies~~may inhave arights, ~~competitive~~preferences ~~environment.~~or ~~Our~~privileges ~~business~~senior isto ~~dependent~~those ~~upon~~of the ~~implementation~~holders of our ~~business~~common ~~plan,~~stock asor ~~well~~may asbe issued at a discount to the ~~ability~~market price of our ~~merchants~~common stock which would result in dilution to ~~enter~~our ~~into~~existing ~~agreements~~stockholders. ~~with~~If ~~consumers~~we ~~for~~raise ~~their~~additional ~~respective~~funds ~~products~~by ~~and/or~~issuing ~~services.~~debt, ~~There~~we ~~can~~may be nosubject ~~assurance~~to ~~that~~debt covenants, which could place limitations on our ~~efforts~~operations ~~will~~including beour ~~successful~~ability orto ~~that~~declare weand ~~will~~pay bedividends. ~~able~~Our inability to ~~attain~~raise ~~profitability~~additional funds on a timely basis would make it difficult for us to achieve our business objectives and would have a negative impact on our business, financial condition and results of operations.

~~We may not be able to secure additional financing to meet our future capital needs.~~25

WeOur ~~anticipate~~business ~~needing significant capital to establish our operations, distribution network~~ and ~~customer base. We may use capital more rapidly than anticipated and incur higher~~ operating ~~expenses~~results than expected, and will be depend on external financing to satisfy our operating and capital needs. Any sustained weakness in the general economic conditions and/or financial markets in the United States or globally could adversely affect our ability to raise capital on favorable terms or at all. We may also rely in the future, on access to financial markets as a source of liquidity to satisfy working capital requirements and for general corporate purposes. We may be ~~unable~~harmed toif ~~secure debt or equity financing on terms acceptable to us, or at all, at the time when~~ we ~~need~~fail such funding. If we do raise funds by issuing additional equity or convertible debt securities, the ownership percentages of existing stockholders would be reduced, and the securities that we issue may have rights, preferences or privileges senior to ~~those~~manage ~~of the holders of~~ our ~~common~~growth ~~stock~~ or ~~may be issued at a discount to the market price of our common stock which would result in dilution to our existing stockholders~~change. If we raise additional funds by issuing debt, we may be subject to debt covenants, which could place limitations on our operations including our ability to declare and pay dividends. Our inability to raise additional funds on a timely basis would make it difficult for us to achieve our business objectives and would have a negative impact on our business, financial condition and results of operations.

Our business may experience periods of rapid change and/or ~~operating~~growth ~~results~~that could beplace ~~harmed~~significant ifdemands on our personnel and financial resources. To manage possible growth and change, we must locate and retain skilled sales people, marketers, management, and other personnel, and solicit and obtain adequate funds in a timely manner. If we fail to effectively manage our ~~growth~~human or ~~change~~financial resources during the growth of our business, our business may fail which would cause you to lose your investment.

~~Our~~We ~~business~~ may ~~experience~~not ~~periods~~have ofaccess ~~rapid~~to ~~change~~the ~~and/or~~product ~~growth~~supply ~~that~~necessary could place significant demands on our personnel and financial resources. To manage possible growth and change, we must locate and retain skilled sales people, marketers, management, and other personnel, and solicit and obtain adequate funds in a timely manner. If we fail to ~~effectively~~support ~~manage~~ our ~~human or financial resources during the growth of our~~ business, ~~our business may fail~~ which ~~would~~could cause ~~you~~delays toor ~~lose~~suspension ~~your~~of ~~investment~~our operations.

20Competitive demands for supply of products could result in the disruption of planned sales and distribution activities. Because we will rely on third party manufacturers to produce the products that we intend to sell, we may experience difficulty in securing a reliable supply of quality products at a competitive price. Although we believe that we have secured a suitable supplier of quality products at a competitive price, if our product supply is compromised for any reason, we may have to suspend some or all of our operations, which could significantly harm our business.

We ~~may~~depend ~~not~~on ~~have access to~~ the ~~product~~products ~~supply necessary to support our business, which could cause delays or suspension~~ of ~~our~~American ~~operations~~Hygienics Corporation.

~~Competitive~~The ~~demands~~Company ~~for~~has ~~supply~~a ofLicensing ~~products~~Agreement ~~could~~with ~~result~~AHC inand the ~~disruption~~stability of ~~planned~~AHC, ~~sales~~along ~~and~~with ~~distribution~~its ~~activities.~~ability ~~Because~~to wecontinue ~~will rely on third party manufacturers~~ to ~~produce~~supply ~~the~~its products ~~that we intend~~ to ~~sell,~~the weCompany ~~may experience difficulty in securing a reliable supply of quality products~~ at a ~~competitive~~ price. ~~Although we believe~~ that wewill ~~have~~afford ~~secured~~the aCompany ~~suitable~~to ~~supplier~~meet ofits ~~quality~~goals ~~products~~and ~~at a competitive price~~objectives, ~~if our product supply~~ is ~~compromised~~imperative ~~for any reason, we may have~~ to ~~suspend~~the ~~some~~stability orand ~~all~~viability of ~~our~~the ~~operations, which could significantly harm our business~~Company.

We depend on the ~~products~~production facility of American Hygienics Corporation.

The ~~Company~~production ~~has~~of a ~~Licensing~~portion ~~Agreement~~of ~~with~~the ~~AHC~~Company’s ~~and~~products are dependent on the ~~stability~~manufacturing ofperformed by AHC, ~~along~~and ~~with~~their ~~its~~ ability to continue to supply ~~its~~ products to the Company at a price that will afford the Company to meet its goals and objectives, is imperative to the stability and viability of the Company.

WeOur ~~depend~~profitability depends, in part, on ~~the~~our ~~production~~success ~~facility~~and ofbrand ~~American~~recognition, ~~Hygienics~~and ~~Corporation~~we could lose our competitive advantage if we are not able to protect our trademarks against infringement, and any related litigation could be time-consuming and costly.

~~The~~We ~~production~~believe ofour abrand ~~portion~~will ofgain ~~the~~substantial ~~Company’s~~recognition ~~products~~by ~~are~~consumers ~~dependent~~and onmerchants in North America. We have registered the ~~manufacturing~~“Sensational” ~~performed~~trademark bywith ~~AHC,~~the United States Patent and ~~their~~Trademark Office. We also have other copyrights and trademarks that we use. Use of our trademarks or similar trademarks by competitors in geographic areas in which we have not yet operated could adversely affect our ability to ~~continue~~use toor ~~supply~~gain ~~products~~protection tofor ~~the~~our ~~Company~~brand atin athose ~~price~~markets, ~~that~~which ~~will~~could ~~afford~~weaken ~~the~~our ~~Company~~brand toand ~~meet~~harm ~~its~~our ~~goals~~business and ~~objectives~~competitive isposition. ~~imperative~~In addition, any litigation relating to ~~the~~protecting ~~stability~~our ~~and~~intellectual ~~viability~~property ofagainst ~~the~~infringement ~~Company~~could be time-consuming and costly.

Our profitability depends, in part, on our ~~success~~licensed ~~and~~products ~~brand~~from ~~recognition~~American Hygienics Corporation, and we could lose our competitive advantage if wethey are not able to protect ~~our~~their trademarks and intellectual properties against infringement, and any related litigation could be time-consuming and costly.

WeGreen ~~believe~~Hygienics ~~our~~is ~~brand~~the ~~will~~exclusive ~~gain~~supplier ~~substantial~~for ~~recognition~~AHC ~~by consumers and merchants~~ in North America. Weof ~~have~~its ~~registered~~100% ~~the~~bamboo-based ~~“Sensational” trademark with the United States Patent and Trademark Office~~products. WeUse ~~also~~of ~~have~~AHC’s ~~other~~intellectual ~~copyrights~~property and ~~trademarks~~proprietary ~~that~~manufacturing weprocesses ~~use. Use of our trademarks or similar trademarks~~ by competitors ~~in geographic areas in which we have not yet operated~~ could adversely affect our ~~ability~~pricing ~~to use or gain protection for our brand in those markets~~structure, ~~which could weaken our brand and~~ harm our business and competitive position. In addition, any litigation relating to protecting ~~our~~AHC’s intellectual property against infringement could involve the Company and be time-consuming and costly.

~~Our~~Attraction ~~profitability depends, in part, on our licensed products from American Hygienics Corporation,~~ and weretention ~~could~~of ~~lose~~qualified ~~our~~personnel ~~competitive~~is ~~advantage~~necessary ~~if they are not able~~ to ~~protect~~implement ~~their trademarks~~ and ~~intellectual~~conduct ~~properties~~our ~~against~~sales ~~infringement,~~ and ~~any~~marketing ~~related litigation could be time-consuming and costly~~efforts.

~~Green~~Our ~~Hygienics~~future issuccess ~~the~~will ~~exclusive~~depend ~~supplier~~largely ~~for~~upon ~~AHC~~the incontinued ~~North~~services ~~America~~ of ~~its~~our ~~100%~~Board ~~bamboo-based~~members, ~~products.~~executive ~~Use~~officers, ofsales ~~AHC’s~~personnel, ~~intellectual property~~ and ~~proprietary~~other ~~manufacturing~~key ~~processes~~personnel. byOur ~~competitors~~success ~~could~~will ~~adversely~~also ~~affect~~depend on our ~~pricing~~ability ~~structure,~~to ~~harm~~continue ~~our~~to ~~business~~attract and ~~competitive~~retain ~~position.~~qualified Inpersonnel ~~addition~~with sales, ~~any~~marketing ~~litigation~~and ~~relating~~distribution toexperience. ~~protecting~~Key ~~AHC’s~~personnel ~~intellectual~~represent ~~property~~a ~~against~~significant ~~infringement~~asset ~~could~~for ~~involve~~us, and the ~~Company~~competition ~~and~~for bequalified ~~time-consuming~~personnel ~~and~~is ~~costly~~intense in the paper product industry.

~~Attraction~~We may have particular difficulty attracting and ~~retention~~retaining key personnel in regards to the sales and marketing aspect of ~~qualified~~the Company. We do not have key-person life insurance coverage on any of our personnel. isThe ~~necessary~~loss of one or more of our key people or our inability to ~~implement~~attract, retain and ~~conduct~~motivate other qualified personnel could negatively impact our ~~sales~~ability ~~and~~to ~~marketing~~develop ~~efforts~~or to sustain our operations.

~~Our~~We ~~future~~are ~~success~~exposed ~~will~~to ~~depend~~risks ~~largely~~associated ~~upon~~with the ~~continued~~ongoing ~~services~~financial ofcrisis ~~our Board members, executive officers, sales personnel,~~ and ~~other~~weakening ~~key~~global ~~personnel. Our success will also depend on our ability to continue to attract and retain qualified personnel with sales~~economy, ~~marketing~~which ~~and~~increase ~~distribution experience. Key personnel represent a significant asset for us, and~~ the ~~competition~~uncertainty ~~for~~of ~~qualified~~consumers ~~personnel~~purchasing ~~is intense in the paper product industry~~products.

WeThe ~~may~~recent ~~have~~severe ~~particular~~tightening ~~difficulty~~of ~~attracting~~the ~~and~~credit ~~retaining~~markets, ~~key~~turmoil ~~personnel~~ in ~~regards to~~ the ~~sales~~financial markets, and ~~marketing~~weakening ~~aspect~~global ofeconomy ~~the~~are ~~Company.~~contributing Weto doa ~~not~~decrease ~~have~~in ~~key-person~~consumer ~~life insurance coverage on any of our personnel~~confidence. ~~The~~If ~~loss~~these ofeconomic ~~one~~conditions orare ~~more~~prolonged ~~of our key people~~ or ~~our~~deteriorate ~~inability to attract~~further, ~~retain~~the ~~and~~market ~~motivate~~for ~~other qualified personnel could negatively impact~~ our ~~ability~~products towill ~~develop~~decrease ~~or to sustain our operations~~accordingly.

~~We are exposed to risks associated with the ongoing financial crisis and weakening global economy, which increase the uncertainty of consumers purchasing products.~~26

~~The~~RISKS ~~recent~~ASSOCIATED ~~severe~~WITH ~~tightening~~OUR of the credit markets, turmoil in the financial markets, and weakening global economy are contributing to a decrease in consumer confidence. If these economic conditions are prolonged or deteriorate further, the market for our products will decrease accordingly.INDUSTRY

~~RISKS~~We ~~ASSOCIATED~~face ~~WITH~~significant ~~OUR~~competition ~~INDUSTRY~~in the hygienic and household paper product industry.

We ~~face~~intend ~~significant~~to ~~competition~~compete inwith ~~the~~other manufacturers and distributors of hygienic and household paper ~~product~~products, ~~industry~~including products made of traditional wood-pulp based paper, bamboo-pulp based paper, or other recycled or novel paper materials. We will also compete with traditional manufactures of non-paper based diapers, female sanitary pads, disposable plates and cups, and produce platters. Many of the companies with whom we intend to compete have greater financial resources, production capabilities, and distribution capacity than we do. These competitors may be able to benefit from greater economies of scale than our Company. In addition, they may be able to afford more expertise in design and manufacturing of their products. This competition could result in competitors having products of greater quality and interest to prospective customers and investors, which could adversely impact on our ability to develop or sustain our operations.

WeExisting ~~intend to compete with other manufacturers and distributors of hygienic and household paper products~~regulations, including products made of traditional wood-pulp based paper, bamboo-pulp based paper, or other recycled or novel paper materials. We will also compete with traditional manufactures of non-paper based diapers, female sanitary pads, disposable plates and ~~cups,~~changes ~~and produce platters. Many of the companies with whom we intend~~ to ~~compete~~such ~~have~~regulations, ~~greater~~may ~~financial~~present ~~resources~~technical, ~~production~~regulatory ~~capabilities,~~ and ~~distribution~~economic ~~capacity~~barriers ~~than we do. These competitors may be able~~ to ~~benefit~~the ~~from~~use ~~greater economies~~ of ~~scale than~~ our ~~Company. In addition, they may be able to afford more expertise in design and manufacturing of their~~ products~~. This competition could result in competitors having products of greater quality and interest to prospective customers and investors~~, which ~~could~~may ~~adversely~~significantly ~~impact~~reduce ondemand ~~our~~for ~~ability to develop or sustain~~ our ~~operations~~products.

21Our products are subject to various regulatory and economic barriers which could have an adverse effect on the Company.

~~Existing~~Our ~~regulations,~~business ~~and~~depends ~~changes~~on ~~to such regulations, may present technical, regulatory and economic barriers to~~ the ~~use~~products of our ~~products~~suppliers, ~~which~~American ~~may~~Hygienics ~~significantly~~Corporation ~~reduce~~and ~~demand~~Xiamen ~~for~~ITG ~~our~~Group ~~products~~Corp Ltd.

~~Our~~AHC ~~products~~and ITG are ~~subject~~both considered to ~~various~~be ~~regulatory~~stable ~~and~~companies ~~economic~~with ~~barriers~~many ~~which~~years of experience in the industry. Its stability, or lack thereof, could ~~have~~create anvarious ~~adverse~~issues ~~effect~~related onto our products. Other suppliers are viable alternatives but, without the special products of AHC, the product line that the Company offers could be adversely affected.

Our ~~business~~company ~~depends~~is onprojected ~~the~~to ~~products~~experience ofrapid ~~our~~growth ~~suppliers~~in operations, ~~American~~which ~~Hygienics~~will ~~Corporation~~place ~~and~~significant ~~Xiamen~~demands ~~ITG~~on ~~Group~~its ~~Corp~~management, ~~Ltd~~operational and financial infrastructure.

~~AHC~~If ~~and~~the ~~ITG~~Company ~~are~~does ~~both~~not ~~considered~~effectively tomanage beits ~~stable~~growth, ~~companies~~the ~~with~~quality ~~many~~of ~~years~~its ofproducts ~~experience~~could insuffer, which could negatively affect the ~~industry~~Company's brand and operating results. ~~Its~~To ~~stability,~~effectively ormanage ~~lack~~this ~~thereof~~growth, ~~could~~the ~~create~~Company ~~various~~will ~~issues~~need ~~related~~to continue to ~~our~~improve ~~products.~~its ~~Other~~operational, ~~suppliers~~financial ~~are~~and ~~viable~~management ~~alternatives~~controls ~~but,~~and ~~without~~its ~~the~~reporting ~~special~~systems ~~products~~and ofprocedures. ~~AHC,~~Failure ~~the~~to ~~product~~implement ~~line~~these ~~that~~improvements could hurt the Company's ~~offers~~ability ~~could~~to bemanage ~~adversely~~its ~~affected~~growth and financial position.

~~Our~~The ~~company~~Company istreats ~~projected~~its toproprietary ~~experience~~information ~~rapid~~as ~~growth~~confidential inand ~~operations,~~relies ~~which~~on ~~will~~internal ~~place~~nondisclosure ~~significant~~safeguards ~~demands~~and on ~~its~~laws ~~management~~protecting trade secrets, ~~operational~~all ~~and~~to ~~financial~~protect ~~infrastructure~~its proprietary information.

IfThere ~~the~~can ~~Company~~be ~~does~~no ~~not~~assurance ~~effectively~~that ~~manage~~these ~~its~~measures ~~growth,~~will adequately protect the ~~quality~~confidentiality of ~~its~~the Company's proprietary information or that others will not independently develop products ~~could~~or ~~suffer,~~technology ~~which~~that ~~could~~are ~~negatively~~equivalent ~~affect~~or superior to those of the Company. The Company's ~~brand~~patents, trademarks, trade secrets, copyrights and/or ~~operating~~other ~~results.~~intellectual Toproperty ~~effectively~~rights ~~manage~~are ~~this~~important ~~growth,~~assets to the Company. ~~will~~Various ~~need~~events tooutside ~~continue~~of tothe ~~improve~~Company's control pose a threat to its ~~operational,~~intellectual ~~financial~~property ~~and~~rights ~~management~~as ~~controls~~well ~~and~~as ~~its~~to ~~reporting~~the ~~systems~~Company's products and ~~procedures~~services. ~~Failure~~Although the Company seeks to ~~implement~~obtain patent protection for its systems, it is possible that the Company may not be able to protect some of these ~~improvements~~innovations. ~~could~~There ~~hurt~~is always the possibility, despite the Company's ~~ability~~efforts, tothat ~~manage~~the ~~its~~scope ~~growth~~of ~~and~~the ~~financial~~protection ~~position~~gained will be insufficient or that an issued patent may be deemed invalid or unenforceable.

~~The~~RISKS ~~Company~~RELATED ~~treats~~TO ~~its~~OUR ~~proprietary~~ORGANIZATION ~~information~~AND asTHE ~~confidential~~MARKET ~~and~~FOR ~~relies~~OUR ~~on internal nondisclosure safeguards and on laws protecting trade secrets, all to protect its proprietary information.~~STOCK

~~There~~We ~~can be no assurance that these measures will adequately protect the confidentiality of the Company's proprietary information or that others will not independently develop products or technology that~~ are ~~equivalent~~subject ~~or superior~~ to ~~those of~~ the ~~Company.~~reporting ~~The~~requirements ~~Company's~~of ~~patents,~~federal ~~trademarks,~~securities ~~trade secrets~~laws, ~~copyrights~~which ~~and/or~~can ~~other~~be ~~intellectual~~expensive ~~property rights are important assets to the Company. Various events outside of the Company's control pose a threat to its intellectual property rights as well as to the Company's products~~ and ~~services.~~may ~~Although~~divert ~~the~~resources ~~Company~~from ~~seeks~~other ~~to obtain patent protection for its systems~~projects, itthus isimpairing ~~possible~~our ~~that~~ability ~~the Company may not be able~~ to ~~protect some of these innovations~~grow. ~~There is always the possibility, despite the Company's efforts, that the scope of the protection gained will be insufficient or that an issued patent may be deemed invalid or unenforceable.~~

~~RISKS~~We ~~RELATED~~are TOa ~~OUR~~public ~~ORGANIZATION~~reporting ~~AND~~company ~~THE~~and, ~~MARKET~~accordingly, ~~FOR~~subject ~~OUR~~to ~~STOCK~~the information and reporting requirements of the Exchange Act and other federal securities laws, including compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC (including reporting of the Merger) and furnishing audited reports to stockholders will cause our expenses to be higher than they would be if we remained privately held.

~~We are subject to the reporting requirements of federal securities laws, which can be expensive and may divert resources from other projects, thus impairing our ability to grow.~~27

WeIf ~~are~~we afail ~~public~~to ~~reporting~~establish ~~company~~ and, ~~accordingly,~~maintain ~~subject~~an toeffective ~~the~~system ~~information and reporting requirements~~ of ~~the~~internal ~~Exchange~~control, ~~Act~~we ~~and~~may ~~other~~not ~~federal~~be ~~securities~~able ~~laws,~~to ~~including~~report ~~compliance~~our ~~with~~financial ~~the~~results ~~Sarbanes-Oxley~~accurately ~~Act~~or ofto ~~2002~~prevent ~~(the “Sarbanes-Oxley Act”)~~fraud. ~~The~~Any ~~costs~~inability ofto ~~preparing~~report and ~~filing~~file ~~annual~~our ~~and~~financial ~~quarterly~~results ~~reports,~~accurately ~~proxy statements~~ and ~~other~~timely ~~information~~could ~~with~~harm ~~the~~our ~~SEC~~reputation ~~(including~~and ~~reporting~~adversely ofimpact the ~~Merger)~~trading ~~and~~price ~~furnishing~~of ~~audited reports to stockholders will cause~~ our ~~expenses~~common ~~to be higher than they would be if we remained privately held~~stock.

IfIt wemay ~~fail~~be time consuming, difficult and costly for us to ~~establish~~develop and ~~maintain~~implement anthe ~~effective~~internal ~~system~~controls ofand reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance personnel in order to develop and implement appropriate internal controls and reporting procedures. Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to ~~report~~manage our ~~financial~~business ~~results~~as ~~accurately~~effectively oras towe ~~prevent~~would ~~fraud~~if an effective control environment existed, and our business and reputation with investors may be harmed. ~~Any~~In ~~inability~~addition, if we are unable to ~~report~~comply ~~and~~with ~~file~~the ~~our~~internal ~~financial~~controls ~~results~~requirements ~~accurately~~of ~~and~~the ~~timely~~Sarbanes-Oxley ~~could~~Act, ~~harm~~then we may not be able to obtain the independent accountant certifications required by such act, which may preclude us from keeping our ~~reputation~~filings with the SEC current and may adversely ~~impact~~affect ~~the~~any ~~trading~~market ~~price~~for, and the liquidity of, our common stock.

ItPublic ~~may~~company becompliance ~~time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We~~ may ~~need~~make toit ~~hire~~more ~~additional~~difficult ~~financial reporting, internal controls and other finance personnel in order to develop and implement appropriate internal controls and reporting procedures. Effective internal control is necessary~~ for us to ~~provide~~attract ~~reliable financial reports~~ and ~~prevent~~retain ~~fraud.~~officers ~~If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed,~~ and ~~our business and reputation with investors may be harmed~~directors. In addition, if we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, then we may not be able to obtain the independent accountant certifications required by such act, which may preclude us from keeping our filings with the SEC current and may adversely affect any market for, and the liquidity of, our common stock.

~~Public~~The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these new rules and regulations to increase our compliance costs and to make certain activities more time consuming and costly. As a public company, we also expect that these new rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain ~~officers~~qualified ~~and~~persons to serve on our board of directors or as executive officers.

~~The~~Because ~~Sarbanes-Oxley~~we ~~Act~~became ~~and~~public ~~new rules subsequently implemented~~ by ~~the~~means ~~SEC have required changes in corporate governance practices~~ of ~~public companies. As~~ a ~~public company~~merger, we expect these new rules and regulations to increase our compliance costs and to make certain activities more time consuming and costly. As a public company, we also expect that these new rules and regulations may ~~make~~not ~~it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may~~ be ~~required~~able to ~~accept~~attract ~~reduced policy limits and coverage or incur substantially higher costs to obtain~~ the ~~same~~attention ~~or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board~~ of ~~directors~~major orbrokerage ~~as executive officers~~firms.

22There may be risks associated with us becoming public through a merger. Securities analysts of major brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any secondary offerings on behalf of our post-Merger company.

~~Because~~Our westock ~~became~~price ~~public by means of a merger, we~~ may ~~not~~ be ~~able to attract the attention of major brokerage firms~~volatile.

~~There~~The ~~may~~market beprice ~~risks associated with us becoming public through a merger. Securities analysts~~ of ~~major brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase of~~ our common stock. Nois ~~assurance~~likely ~~can~~to be ~~given~~highly ~~that~~volatile ~~brokerage~~and ~~firms~~could ~~will,~~fluctuate widely in ~~the~~price ~~future,~~in ~~want~~response to ~~conduct~~various ~~any~~factors, ~~secondary~~many ~~offerings~~of onwhich ~~behalf~~are ofbeyond our ~~post-Merger~~control, ~~company.~~including the following:

~~Our~~● ~~stock~~changes ~~price~~in ~~may~~our ~~be volatile.~~industry;

~~The~~● ~~market~~competitive ~~price~~pricing ~~of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:~~pressures;

● ~~changes~~Our inability ~~our~~to ~~industry~~obtain working capital financing;

● ~~competitive~~additions ~~pricing~~or ~~pressures~~departures of key personnel;

● ~~Our~~limited ~~ability~~“public tofloat” ~~obtain~~in ~~working~~the ~~capital~~hands ~~financing~~of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock; ● sales of our common stock;

● ~~additions~~our orability ~~departures~~to ofexecute ~~key~~our ~~personnel~~business plan;

● ~~limited~~operating ~~“public~~results ~~float”~~that infall ~~the~~below ~~hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock~~expectations; ~~● sales of our common stock;~~

● ~~our~~loss ~~ability~~of toany ~~execute~~strategic ~~our business plan~~relationship;

● ~~operating~~regulatory ~~results that fall below expectations~~developments;

● ~~loss~~economic ofand ~~any~~other ~~strategic~~external ~~relationship~~factors; and

● ~~regulatory~~period-to-period ~~developments;~~fluctuations in our financial results.

●In ~~economic~~addition, the securities markets have from time to time experienced significant price and ~~other~~volume ~~external~~fluctuations ~~factors;~~that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

~~● period-to-period fluctuations in our financial results.~~28

InWe ~~addition,~~may ~~the~~not ~~securities~~pay ~~markets~~dividends ~~have~~in ~~from time to time experienced significant price and volume fluctuations that are unrelated to~~ the ~~operating performance of particular companies~~future. ~~These~~Any ~~market~~return ~~fluctuations~~on investment may ~~also~~be ~~materially~~limited ~~and~~to ~~adversely affect~~ the ~~market~~value ~~price~~ of our common stock.

We ~~may~~do not ~~pay~~anticipate paying cash dividends in the foreseeable future. ~~Any~~The ~~return~~payment of dividends on ~~investment~~our ~~may~~common bestock ~~limited~~will todepend ~~the~~on ~~value~~earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

We docannot ~~not~~ensure ~~anticipate~~that ~~paying~~a ~~cash~~liquid ~~dividends~~trading inmarket ~~the~~for ~~foreseeable future. The payment of dividends on~~ our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be ~~less valuable because a return on your investment will only occur if our stock price appreciates~~sustained.

Our stock is currently quoted on the OTC Bulletin Board, but is traded sporadically. We cannot predict how liquid the market for our common stock might become. As soon as is practicable after becoming eligible, we anticipate applying for listing of our common stock on either the NYSE Amex Equities, The NASDAQ Capital Market or other national securities exchange, assuming that we can satisfy the initial listing standards for such exchange. We currently do not satisfy the initial listing standards for any of these exchanges, and cannot ensure that awe ~~liquid~~will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing and remains quoted on the OTC Bulletin Board or is suspended from the OTC Bulletin Board, the trading price of our common stock could suffer and the trading market for our common stock ~~will~~may be ~~sustained~~less liquid, and our common stock price may be subject to increased volatility.

~~Our~~Furthermore, ~~stock~~for iscompanies ~~currently~~whose securities are quoted on the OTC Bulletin Board, ~~but~~it is ~~traded~~more ~~sporadically.~~difficult We(i) ~~cannot~~to ~~predict~~obtain ~~how~~accurate ~~liquid the market for our common stock might become. As soon as is practicable after becoming eligible~~quotations, we(ii) ~~anticipate~~to ~~applying~~obtain coverage for ~~listing~~significant ofnews ~~our~~events ~~common~~because ~~stock~~major onwire ~~either~~services ~~the~~generally ~~NYSE Amex Equities, The NASDAQ Capital Market or other national securities exchange, assuming that we can satisfy the initial listing standards for such exchange. We currently~~ do not ~~satisfy~~publish ~~the~~press ~~initial~~releases ~~listing~~about ~~standards~~such ~~for any of these exchanges~~companies, and ~~cannot~~(iii) ~~ensure that we will be able~~ to ~~satisfy~~obtain ~~such~~needed ~~listing standards or that our common stock will be accepted for listing on any such exchange~~capital. Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing and remains quoted on the OTC Bulletin Board or is suspended from the OTC Bulletin Board, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid, and our common stock price may be subject to increased volatility.

~~Furthermore,~~The ~~for~~market ~~companies~~price ~~whose~~of ~~securities~~our ~~are~~common ~~quoted~~stock oncan ~~the~~become ~~OTC Bulletin Board~~volatile, itleading ~~is more difficult (i)~~ to ~~obtain~~the ~~accurate~~possibility ~~quotations,~~of ~~(ii)~~its tovalue ~~obtain~~being ~~coverage~~depressed ~~for~~at ~~significant~~a ~~news~~time ~~events~~when ~~because~~you ~~major~~may ~~wire~~want ~~services generally do not publish press releases about such companies, and (iii)~~ to ~~obtain~~sell ~~needed~~your ~~capital~~holdings.

23The market price of our common stock can become volatile. Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These factors include: our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors; changes in financial estimates by us or by any securities analysts who might cover our stock; speculation about our business in the press or the investment community; significant developments relating to our relationships with our customers or suppliers; stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry; customer demand for our products; investor perceptions of our industry in general and our Company in particular; the operating and stock performance of comparable companies; general economic conditions and trends; announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures; changes in accounting standards, policies, guidance, interpretation or principles; loss of external funding sources; sales of our common stock, including sales by our directors, officers or significant stockholders; and additions or departures of key personnel. Securities class action litigation is often instituted against companies following periods of volatility in their stock price. Should this type of litigation be instituted against us, it could result in substantial costs to us and divert our management's attention and resources.

~~The~~Moreover, ~~market~~securities markets may from time to time experience significant price and volume fluctuations for reasons unrelated to the operating performance of ~~our~~particular ~~common~~companies. ~~stock~~These ~~can~~market ~~become~~fluctuations ~~volatile,~~may ~~leading~~adversely toaffect the ~~possibility~~price of ~~its~~our ~~value~~common ~~being~~stock ~~depressed~~and other interests in our Company at a time when you ~~may~~ want to sell your ~~holdings~~interest in us. We do not intend to pay dividends on shares of our common stock for the foreseeable future.

The market price of our common stock can become volatile. Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These factors include: our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors; changes in financial estimates by us or by any securities analysts who might cover our stock; speculation about our business in the press or the investment community; significant developments relating to our relationships with our customers or suppliers; stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry; customer demand for our products; investor perceptions of our industry in general and our Company in particular; the operating and stock performance of comparable companies; general economic conditions and trends; announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures; changes in accounting standards, policies, guidance, interpretation or principles; loss of external funding sources; sales of our common stock, including sales by our directors, officers or significant stockholders; and additions or departures of key personnel. Securities class action litigation is often instituted against companies following periods of volatility in their stock price. Should this type of litigation be instituted against us, it could result in substantial costs to us and divert our management's attention and resources.29

~~Moreover,~~Our ~~securities~~common ~~markets~~stock ~~may~~is ~~from~~currently ~~time~~considered toa ~~time~~“penny ~~experience~~stock,” ~~significant~~which ~~price and volume fluctuations for reasons unrelated to the operating performance of particular companies. These market fluctuations~~ may ~~adversely~~make ~~affect~~it ~~the~~more ~~price~~difficult offor our ~~common~~investors ~~stock and other interests in our Company at a time when you want~~ to sell ~~your~~their ~~interest in us. We do not intend to pay dividends on~~ shares ~~of our common stock for the foreseeable future~~.

Our common stock is currently considered a “penny stock,” ~~which~~and may continue in the future to be subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The penny stock rules generally apply to companies whose common stock is not listed on The NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it ~~more~~could ~~difficult~~have an adverse effect on the market, if any, for our securities. Since our securities are subject to the penny stock rules, investors may find it more difficult to ~~sell~~dispose ~~their~~of ~~shares~~our securities.

~~Our~~Offers common stock is currently considered a “penny stock” and may continue in the future to be subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The penny stock rules generally apply to companies whose common stock is not listed on The NASDAQ Stock Market or ~~other~~availability ~~national securities exchange and trades at less than $5.00 per share, other than companies that have had average revenue of at least $6,000,000~~ for ~~the~~sale ~~last three years or that have tangible net worth~~ of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a ~~risk~~substantial ~~disclosure~~number ~~document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because~~ of ~~the~~shares ~~requirements~~ of ~~the~~our ~~penny~~common stock ~~rules~~may ~~and,~~cause ~~as a result,~~ the ~~number~~price of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our ~~securities.~~common ~~Since our securities are subject to the penny~~ stock ~~rules, investors may find it more difficult~~ to ~~dispose of our securities~~decline.

~~Offers~~If orour ~~availability~~stockholders ~~for~~sell ~~sale~~substantial amounts of aour ~~substantial~~common ~~number~~stock in the public market, or upon the expiration of ~~shares~~any statutory holding period under Rule 144, or issued upon the exercise of ~~our~~outstanding ~~common~~options ~~stock~~or ~~may~~warrants, ~~cause~~it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to ~~decline~~raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

IfBruce ~~our~~Harmon, ~~stockholders sell substantial amounts of~~ our ~~common~~interim ~~stock~~chief infinancial ~~the~~officer ~~public~~and ~~market,~~chairman ~~or upon the expiration~~ of ~~any~~our ~~statutory~~board ~~holding period under Rule 144, or issued upon the exercise~~ of ~~outstanding options or warrants~~directors, itbeneficially ~~could~~owns ~~create~~ a ~~circumstance~~substantial ~~commonly~~portion ~~referred to as an “overhang” and in anticipation~~ of ~~which the market price of~~ our outstanding common stock ~~could~~and ~~fall.~~preferred ~~The existence of an overhang~~stock, ~~whether~~which orenables ~~not~~him ~~sales have occurred or are occurring, also could make more difficult our ability~~ to ~~raise~~influence ~~additional~~many ~~financing~~significant ~~through~~corporate ~~the~~actions ~~sale~~and ~~of equity or equity-related securities~~ in ~~the~~certain ~~future~~circumstances atmay prevent a ~~time~~change ~~and~~in ~~price~~control that wewould ~~deem~~otherwise ~~reasonable~~be orbeneficial ~~appropriate~~to our stockholders.

Bruce Harmon, as of December 31, 2014, beneficially owns 8.9% of our ~~chief~~outstanding ~~financial~~shares ~~officer~~of common stock and ~~chairman~~100% of our ~~board~~outstanding shares of ~~directors~~preferred stock. As the preferred stock has super voting rights, Mr. Harmon beneficially ~~owns~~controls aapproximately ~~substantial~~66.2% ~~portion~~of the votes for all of our ~~outstanding~~stock. ~~common~~As ~~stock~~such, ~~and~~he ~~preferred~~has ~~stock~~a substantial impact on matters requiring the vote of the stockholders, ~~which~~including ~~enables~~the ~~him~~election toof ~~influence~~our ~~many~~directors ~~significant~~and most of our corporate actions. ~~and~~This incontrol ~~certain~~could ~~circumstances~~delay, ~~may~~defer, or prevent others from initiating a potential merger, takeover or other change in our control, ~~that~~even if these actions would ~~otherwise~~benefit beour ~~beneficial~~stockholders toand us. This control could adversely affect the voting and other rights of our other stockholders and could depress the market price of our common stock.

~~Bruce~~Public ~~Harmon,~~company ascompliance ofmay ~~March~~make 3,it ~~2014,~~more ~~beneficially~~difficult owns 7.6% of our outstanding shares of common stock and 100% of our outstanding shares of preferred stock. As the preferred stock has super voting rights, Mr. Harmon beneficially controls approximately 49.3% of the votes for all of our stock. As such, he has a substantial impact on matters requiring the vote of the stockholders, including the election of our directors and most of our corporate actions. This control could delay, defer, or prevent others from initiating a potential merger, takeover or other change in our control, even if these actions would benefit our stockholders and us. ~~This~~to ~~control~~attract ~~could adversely affect the voting~~ and ~~other~~retain ~~rights~~officers ~~of our other stockholders~~ and ~~could depress the market price of our common stock~~directors.

~~The~~Offer ~~Sarbanes-Oxley~~or ~~Act~~availability ~~and~~for ~~new~~sale ~~rules subsequently implemented by the SEC have required changes in corporate governance practices~~ of ~~public companies. As~~ a ~~public~~substantial ~~company,~~number weof ~~expect~~shares ~~these~~of ~~new rules and regulations to increase~~ our ~~compliance~~common ~~costs~~stock ~~and to make certain activities more time consuming and costly. As a public company, we also expect that these new rules and regulations~~ may ~~make~~cause ~~it more difficult and expensive for us to obtain director and officer liability insurance in~~ the ~~future~~price ~~and~~of weour ~~may~~common bestock ~~required~~ to ~~accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage~~decline. ~~As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.~~

~~Offer~~If orour ~~availability~~stockholders ~~for~~sell ~~sale~~substantial amounts of aour ~~substantial~~common ~~number~~stock in the public market, or upon the expiration of ~~shares~~any statutory holding period under Rule 144, or issued upon the exercise of ~~our~~outstanding ~~common~~options ~~stock~~or ~~may~~warrants, ~~cause~~it could create a circumstance commonly referred to as an "overhang" and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to ~~decline~~raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

If our stockholders sell substantial amounts of our common stock in the public market, or upon the expiration of any statutory holding period under Rule 144, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an "overhang" and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.30

24Item 1B. Unresolved Staff Comments.

~~Item 1B~~None. ~~Unresolved Staff Comments.~~

~~None~~Item 2. Properties.

~~Item~~We 2lease approximately 1,542 square feet of office space in Cape Coral, Florida pursuant to a lease that will expire on February 28, 2019. ~~Properties~~This facility serves as our corporate headquarters. Prior to March 1, 2014, we leased approximately 1,000 square feet of office space in Cape Coral, Florida which served as our corporate headquarters. Due to a change in ownership of the building, the Company took on opt out option to extinguish its current lease effective February 28, 2014. The Company leases a warehouse in Ontario, California with approximately 50,000 square feet. The warehouse lease began on November 1, 2013 and expires on October 31, 2016.

WeItem ~~lease approximately 1,542 square feet of office space in Cape Coral, Florida pursuant to a lease that will expire on February 28, 2019~~3. ~~This~~Legal ~~facility serves as our corporate headquarters~~Proceedings. Prior to March 1, 2014, we leased approximately 1,000 square feet of office space in Cape Coral, Florida which served as our corporate headquarters. Due to a change in ownership of the building, the Company took on opt out option to extinguish its current lease effective February 28, 2014. The Company leases a warehouse in Ontario, California with approximately 50,000 square feet. The warehouse lease began on November 1, 2013 and expires on October 31, 2016.

~~Item~~From 3.time ~~Legal~~to ~~Proceedings~~time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of March 17, 2014, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations, except as follows:

~~From~~Ironridge ~~time~~Global ~~to time~~IV, ~~we may be involved in litigation relating to claims arising out of our operations in the normal course of business~~Ltd. ~~As of March 17, 2014, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations, except as follows:~~

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, 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.

OnUnder ~~July~~the ~~24,~~terms ~~2013, we entered into a stipulation for settlement~~ of ~~claims~~the ~~with Ironridge Global IV~~agreement, ~~Ltd. (“~~Ironridge~~”),~~ ~~pursuant~~is toprohibited ~~which~~from wereceiving ~~resolved~~any ~~$2,621,036.58~~shares of ~~our~~common ~~accounts~~stock ~~payable~~ that ~~Ironridge~~would ~~had~~cause ~~agreed~~it to ~~purchase~~be ~~from~~deemed ~~our~~to ~~creditors~~beneficially inown ~~exchange~~more ~~for~~than ~~payment in full in cash~~9.99% ~~Pursuant to an order approving stipulation for settlement~~ of ~~claims~~our ~~that~~total weoutstanding ~~jointly~~shares ~~requested~~at ~~from~~any ~~the~~one ~~Los~~time. ~~Angeles, California Superior Court, we agreed to issue to~~ Ironridge ~~shares~~received ~~of our common stock with~~ an ~~aggregate~~initial ~~value~~issuance ~~equal to 105%~~ of ~~the~~3,600,000 ~~claim~~common ~~amount~~shares, ~~plus~~3,000,000 ~~reasonable~~on ~~attorney~~September ~~fees~~25, ~~divided~~2013, by4,200,000 ~~80%~~on ofOctober ~~the~~23, ~~following:~~2013, ~~the~~4,400,000 ~~closing price of our stock~~ on ~~July~~December 2416, 2013, ~~not~~4,000,000 toon ~~exceed~~January ~~the~~31, ~~arithmetic~~2014, ~~average~~4,500,000 ofon ~~the~~March ~~volume~~20, ~~weighted~~2014, ~~average~~2,500,000 ~~prices~~on ofMay ~~any~~20, ~~five~~2014, ~~trading~~6,400,000 ~~days~~on ~~during~~August a12, ~~period~~2014, ~~equal~~and tomay ~~that~~be ~~number of consecutive trading days following the date of initial receipt of shares~~ required ~~for~~to ~~the~~return ~~aggregate~~issued ~~trading~~or ~~volume,~~be ~~excluding~~entitled ~~after-hours trades,~~ to ~~exceed~~receive ~~$25~~additional ~~million~~shares, ~~less~~based ~~$0.01~~on ~~per~~the ~~share,~~calculation assummarized ~~reported~~in by the ~~Bloomberg~~prior ~~Professional service of Bloomberg LP~~paragraph.

~~Under the terms of the agreement,~~ Ironridge is prohibited from ~~receiving~~holding any ~~shares~~short ofposition ~~common~~in ~~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~~stock, ~~3,000,000 on September 25, 2013,~~ and ~~4,200,000 on October 23, 2013, and~~ may benot ~~required~~ to ~~return~~engage ~~or be entitled to receive shares, based on the calculation summarized~~ in ~~the~~or ~~prior paragraph. For example~~effect, asdirectly ofor ~~September 30~~indirectly, ~~2013,~~any ~~Ironridge~~short ~~would~~sale ~~have~~until ~~been~~at ~~entitled~~least to180 ~~approximately~~days ~~10,922,864~~after ~~additional shares based on~~ the ~~prices~~end of ~~our~~the ~~common~~calculation ~~stock~~period ~~from~~described ~~July 24, 2013 through September 30, 2013, assuming that there were 43,424,768 shares of common stock issued and outstanding as of September 30, 2013, while ignoring the 9~~above.~~99% limitation.~~

In addition, for so long as Ironridge holds any shares, it is prohibited from, ~~holding~~among other actions: (1) voting any ~~short~~shares ~~position~~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 ~~our~~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, ~~and~~(b) ~~may~~an ~~not~~extraordinary tocorporate ~~engage~~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 ~~effect~~management of the issuer, ~~directly~~(e) material changes in the capitalization or ~~indirectly~~dividend policy of the issuer, (f) any ~~short~~other ~~sale~~material ~~until~~change atin ~~least~~the ~~180~~issuer’s ~~days~~business ~~after~~or corporate structure, (g) actions which may impede the ~~end~~acquisition of control of the ~~calculation~~issuer ~~period~~by ~~described~~any ~~above~~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.

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.31

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 ~~September~~December 2516, 2013, we issued 34,~~000~~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 ~~December~~January 1631, ~~2013~~2014, we issued 4,~~400~~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 ~~January~~March 3120, 2014, we issued 4,~~000~~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.

~~Oasis~~On ~~Brands~~May 20, ~~Inc~~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 ~~October~~August 1612, ~~2013~~2014, ~~the~~we ~~Company~~issued ~~received a letter~~6,400,000 ~~and~~shares ~~copy~~ of anour ~~unserved~~common ~~Complaint~~stock ~~filed~~to inIronridge. ~~the~~The ~~United~~issuance ~~States~~is ~~District~~exempt ~~Court~~from ~~for~~registration ~~the~~pursuant ~~Eastern~~to ~~District~~Section ~~of Virginia, Norfolk Division~~ 3(~~Case No. 2:13-cv-529-RAJ-DEM~~a)~~, from the attorneys for Oasis Brands, Inc.~~ (~~“Oasis Brands”~~10), ~~a competitor~~ of the ~~Company~~Securities ~~and~~Act ~~the former employer~~ of ~~Philip Rundle~~1933, ~~the~~as ~~Company’s chief executive officer~~amended, 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~~issuance ~~States Patent and Trademark Office. The Company, due to information provided by Mr. Rundle, who served as chief executive officer~~ of ~~Oasis~~securities ~~Brands and~~ was ~~the~~in ~~signer~~exchange for ~~the~~bona ~~application~~fide ~~for~~outstanding ~~Oasis Brands’ trademark “Fiora~~claims,” ~~contends~~where ~~that “Fiora” was named after a river in Italy, whereas “Flora” is~~ the ~~Spanish~~terms ~~word~~and ~~for~~conditions ~~“flower.” In any event, the Company, in an effort to avoid the expenses~~ of ~~litigation,~~such ~~offered~~issuance towere ~~cease~~approved ~~using~~by ~~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~~court toafter ~~Dismiss for Lack of Personal Jurisdiction on or about December 4, 2013. On December 27, 2013, Oasis Brands filed~~ a ~~Notice~~hearing ofupon ~~Voluntary~~the ~~Dismissal~~fairness ~~Without Prejudice~~ of ~~Complaint,~~such terms and ~~the case was dismissed without prejudice~~conditions.

~~TCA~~On ~~Global~~October ~~Credit~~15, ~~Master~~2014, ~~Fund~~John Kirkland of Ironridge sent us an email with a spreadsheet claiming Ironridge was owed 27,728,084,090 LPshares 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. The Company 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 of Ironridge subsequently emailed the Company on the afternoon of October 30, 2014, stating, “Comply with the judgment, or face contempt.” The Company 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 between Ironridge and another public company involving the same stipulation terms, that the adjustment provisions in the stipulation are so convoluted and ambiguous that they are not enforceable. On November 19, 2014, the ex parte motion was heard by Department 44 of the California Superior Court, and after reviewing the settlement provisions and questioning the parties' attorneys regarding them, the court asked Ironridge's attorney whether any shares were currently due to Ironridge. Ironridge’s attorney specifically represented to the court that Company shares were not currently due to Ironridge, and affirmatively stated that Company shares “may never be due to Ironridge”--notwithstanding Mr. Coulston's email on October 29, 2014, and Mr. Kirkland's email on October 30, 2014. The court then denied the Company's motion for declaratory relief. The Company believes that Ironridge's attorney specifically responded to the court that no shares were due to Ironridge because he anticipated our motion being granted had he answered that shares were due to Ironridge. We intend to oppose any future Ironridge demand for additional Company shares as Ironridge is not entitled to any additional shares.

On February 3, 2014, the Company and its subsidiary, Green Hygienics, Inc., filed a Complaint in the Circuit Court of the 17th 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 will be dismissing the Complaint without prejudice.32

~~Item~~Oasis 4.Brands, ~~Mine Safety Disclosures~~Inc.

~~Not~~On ~~applicable~~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, Jeffrey Thurgood, the Company’s vice president of sales, and Sugiarto 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 was dismissed without prejudice.

26TCA Global Credit Master Fund, LP

~~PART~~On IIFebruary 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 will be dismissing the Complaint without prejudice.

~~Item~~CH 5.Robinson ~~Market for Registrant’s Common Equity~~Worldwide, ~~Related Stockholder Matters and Issuer Purchases of Equity Securities~~Inc.

~~Market~~On March 23, 2015, the Company’s subsidiary, Green Hygienics, Inc., was served with a Complaint and Summons filed in the Fourth Judicial District Court in and for ~~Common~~Hennepin ~~Equity~~County, Minnesota, by CH Robinson Worldwide, Inc., related to approximately $24,352.94 in unpaid logistics services invoices. The Company is currently in discussions with opposing counsel regarding the same.

~~Market~~Item ~~Information~~4. Mine Safety Disclosures.

~~The~~Not ~~Company’s common stock is traded on the NASDAQ OTC Bulletin Board under the symbol “GNIN~~applicable.QB.” As of December 31, 2013, the Company’s common stock was held by 45 shareholders of record, which does not include shareholders whose shares are held in street or nominee name. The Company’s last NOBO report dated November 30, 2013, had approximately 4,600 shareholders in street or nominee name.

~~The Company’s shares commenced trading on or about January 5, 2012 (for Winecom, Inc.). The following chart is indicative of the fluctuations in the stock prices:~~33

	For the Years Ended December 31,
	2013				2012
	High		Low		High		Low
First Quarter	$	2.75	$	0.57	$	5.00	$	2.51
Second Quarter	$	1.33	$	0.3603	$	5.00	$	5.00
Third Quarter	$	0.34	$	0.137	$	5.00	$	5.00
Fourth Quarter	$	0.195	$	0.07	$	1.00	$	0.05

PART II

~~Source:~~Item ~~Yahoo!~~5. ~~Finance~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

~~The~~Market ~~Company’s~~for ~~transfer~~Common ~~agent is Transfer Online, Inc. of Portland, Oregon.~~Equity

~~Dividend~~Market ~~Distributions~~Information

WeThe ~~have~~Company’s ~~not~~common ~~historically,~~stock ~~except~~is ~~for~~traded on the ~~stock~~NASDAQ ~~dividend~~OTC inBulletin Board under the ~~first~~symbol ~~quarter~~“GNIN.QB.” As of ~~2013~~December 31, ~~distributed~~2014, ~~dividends~~the toCompany’s ~~stockholders~~common stock was held by 45 shareholders of record, ~~nor~~which dodoes wenot ~~intend~~include toshareholders dowhose soshares are held in ~~the~~street ~~foreseeable~~or ~~future~~nominee name. The Company’s last NOBO report dated November 30, 2013, had approximately 4,600 shareholders in street or nominee name.

~~Securities~~The ~~authorized~~Company’s shares commenced trading on or about January 5, 2012 (for ~~issuance~~Winecom, ~~under~~Inc.). ~~equity~~The ~~compensation~~following ~~plans~~chart is indicative of the fluctuations in the stock prices:

The Company has a stock option plan which was created for its employees in November 2012.

	For the Years Ended December 31,
	2014				2013
	High		Low		High		Low

First Quarter	$	0.13	$	0.0681	$	2.75	$	0.57
Second Quarter	$	0.11	$	0.062	$	1.33	$	0.3603
Third Quarter	$	0.06	$	0.011	$	0.34	$	0.137
Fourth Quarter	$	0.014	$	0.003	$	0.195	$	0.07

~~Penny~~Source: ~~Stock~~OTC Markets (2014) and Yahoo! Finance (2013)

~~Our common stock is considered "penny stock" under the rules the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934.~~ The ~~SEC~~Company’s ~~has~~transfer ~~adopted~~agent ~~rules~~is ~~that~~Transfer ~~regulate~~Online, ~~broker-dealer practices in connection with transactions in penny stocks~~Inc. ~~Penny stocks are generally equity securities with a price~~ of ~~less than $5.00~~Portland, other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation systemOregon. ~~The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:~~

-Dividend ~~contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading;~~Distributions

-We ~~contains~~have anot ~~description~~historically, ofexcept ~~the~~for ~~broker's or dealer's duties to~~ the ~~customer~~stock ~~and~~dividend ofin the ~~rights~~first ~~and~~quarter ~~remedies available to the customer with respect to a violation to such duties or other requirements~~ of ~~Securities' laws; contains a brief~~2013, ~~clear,~~distributed ~~narrative~~dividends ~~description~~to ~~of a dealer market~~stockholders, ~~including~~nor ~~bid~~do ~~and~~we ~~ask~~intend ~~prices~~to ~~for~~do ~~penny~~so ~~stocks~~in ~~and~~ the ~~significance~~foreseeable ~~of the spread between the bid and ask price;~~future.

-Securities ~~contains~~authorized ~~a toll-free telephone number~~ for ~~inquiries~~issuance onunder ~~disciplinary~~equity ~~actions;~~compensation plans

-The ~~defines~~Company ~~significant~~has ~~terms~~a instock ~~the~~option ~~disclosure~~plan ~~document~~which orwas increated ~~the~~for ~~conduct~~its ofemployees ~~trading~~ in ~~penny~~November ~~stocks; and~~2012.

-Penny ~~contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.~~Stock

Our common stock is considered "penny stock" under the rules the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate broker-dealer ~~also~~practices ~~must~~in ~~provide~~connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, ~~prior~~other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to ~~effecting~~transactions ~~any~~in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the ~~customer~~Commission, ~~with~~that:

~~- bid and offer quotations for the penny stock;~~34

- contains a description of the ~~compensation~~nature and level of risks in the ~~broker~~market for penny stocks in both public offerings and secondary trading; - contains a description of the broker's or dealer's duties to the customer and ~~its~~of ~~salesperson~~the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; - contains a toll-free telephone number for inquiries on disciplinary actions; - defines significant terms in the ~~transaction~~disclosure document or in the conduct of trading in penny stocks; and - contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer ~~the~~also ~~number~~must ofprovide, ~~shares~~prior to ~~which~~effecting ~~such~~any ~~bid~~transaction ~~and~~in ~~ask~~a ~~prices~~penny ~~apply~~stock, ~~or other comparable information relating to~~ the ~~depth~~customer ~~and liquidity of the marker for such stock; and~~with:

- bid and offer quotations for the penny stock; - the compensation of the broker-dealer and its salesperson in the transaction; - the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and - monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules that require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.

27These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

~~These~~Related ~~disclosure~~Stockholder ~~requirements may have the effect of reducing the trading activity in the secondary market for our stock.~~Matters

~~Related Stockholder Matters~~None.

~~None.~~Purchase of Equity Securities

~~Purchase of Equity Securities~~None.

~~None~~Item 6. Selected Financial Data.

~~Item~~As 6.the ~~Selected~~Company ~~Financial~~is ~~Data~~a “smaller reporting company,” this item is inapplicable.

AsItem ~~the~~7. ~~Company~~Management’s isDiscussion aand ~~“smaller~~Analysis ~~reporting~~of ~~company,”~~Financial ~~this~~Condition ~~item~~and isResults ~~inapplicable~~of Operation.

~~Item~~This 7report on Form 10-K contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. ~~Management~~These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-K. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s ~~Discussion~~stock. The following discussion and ~~Analysis~~analysis ofshould ~~Financial~~be ~~Condition~~read in conjunction with our consolidated financial statements and ~~Results~~summary of ~~Operation~~selected financial data for Green Innovations Ltd. Such discussion represents only the best present assessment from our Management.

This report on Form 10-K contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-K. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our consolidated financial statements and summary of selected financial data for Green Innovations Ltd. Such discussion represents only the best present assessment from our Management.35

DESCRIPTION OF COMPANY:

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.

The following Management Discussion and Analysis should be read in conjunction with the consolidated financial statements and accompanying notes included in this Form 10-K.

COMPARISON OF THE YEAR ENDED DECEMBER 31, ~~2013~~2014 TO THE YEAR ENDED DECEMBER 31, ~~2012~~2013

Results of Operations

Revenue. For the year ended December 31, ~~2013~~2014, our revenue was $14,~~867~~159,~~788~~562, compared to $~~232~~1,~~955~~867,788 for the same period in ~~2012~~2013. This increase in revenue was primarily attributable to increased sales related to the beginning of operations in the fourth quarter of 2013.

Operating Expenses:

Direct costs of Revenue. For the year ended December 31, ~~2013~~2014, direct costs of revenue were $13,~~725~~155,~~243~~448 compared to $~~211~~1,~~112~~725,243 for the same period in ~~2012~~2013. As a percent of revenue, direct costs of revenue ~~was~~were 9275.49% and 9092.64%, respectively, for ~~2013~~2014 and ~~2012~~2013. The percent for ~~2013~~2014 was ~~higher~~lower than ~~2012~~2013 as the Company, in 2013, liquidated, at a loss, ~~out~~outdated ~~dated~~ inventory to accommodate the new branding of the Company.

General and Administrative Expenses. For the year ended December 31, ~~2013~~2014, general and administrative expenses were $43,~~526~~777,~~261~~621 ($2914,~~463,993~~514 related to stock-based compensation) compared to $14,~~053~~526,~~435~~261 ($~~965~~2,~~521~~463,993 related to stock-based compensation) for the same period in ~~2012~~2013. The ~~increase was attributable to operations beginning in the fourth quarter of 2012. The~~ general and administrative expenses, without stock-based compensation, was $2,~~062~~240,~~268~~934 and $~~208~~2,~~203~~062,268, respectively, for ~~2013~~2014 and ~~2012~~2013.

28Net Loss. We generated net losses of $7,796,339 ($914,514 related to stock-based compensation and $2,893,702 for amortization of debt discounts, beneficial conversion features, and other non-cash losses) for the year ended December 31, 2014, compared to $8,351,175 ($2,463,993 related to stock-based compensation and $3,265,221 for amortization of debt discounts, beneficial conversion features, and other non-cash losses) for the same period in 2013.

Net Loss. We generated net losses of $8,351,175 ($2,463,993 related to stock-based compensation and $3,265,221 for amortization of debt discounts, beneficial conversion features, and other non-cash losses) for the year ended December 31, 2013 compared to $1,201,985 ($965,521 related to stock-based compensation) for the same period in 2012.36

Liquidity and Capital Resources

General. At December 31, ~~2013~~2014, we had cash and cash equivalents of $3849,~~305~~157. We have historically met our cash needs through a combination of cash flows from operating activities and proceeds from private placements of our securities and loans. 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 of $41,~~424~~358,~~637~~934 for the year ended December 31, ~~2013~~2014, and we used cash in operations of $~~155~~4,~~566~~424,637 during the same period in ~~2012~~2013. The principal elements of cash flow from operations for the year ended December 31, ~~2013~~2014, included a net loss of $87,~~351~~796,~~175~~339, offset by stock-based compensation and settlements of $2914,~~463~~514,~~993,~~ amortization of debt discounts of $~~577~~94,~~515~~370, amortization of beneficial conversion features to interest expense of $~~645~~1,~~259~~514,711, ~~and~~change in derivatives of $678,650 loss on ~~financing~~issuance of stock of $1433,~~988~~359,~~467~~ offset by gain on sale of investment of $321,455.

Cash provided by investing activities during the year ended December 31, ~~2013~~2014, was $0 compared to $~~13,309~~0 during the same period in ~~2012. This was a result of the acquisition of a trademark in~~ 2013 ~~and the acquisition of Green Hygienics, Inc~~. ~~in 2012.~~

Cash generated in our financing activities was $41,~~417~~369,~~198~~790 for the year ended December 31, ~~2013~~2014, compared to cash generated of $~~188~~4,~~000~~417,198 during the comparable period in ~~2012~~2013. This ~~increase~~decrease was primarily attributed to a concentrated effort of capital procurement in ~~2012~~2013.

As of December 31, ~~2013~~2014, current ~~assets~~liabilities exceeded current ~~liabilities~~assets by 15.082 times. Current assets ~~increased~~decreased from $~~313~~2,~~921~~570,473 at December 31, ~~2012~~2013 to $21,~~570~~284,~~473~~948 at December 31, ~~2013~~2014, whereas current liabilities increased from $~~292~~2,~~393~~385,988 at December 31, ~~2012~~2013, to $26,~~385~~674,~~988~~269 at December 31, ~~2013~~2014.

	For the years ended
	December 31,
	2013			2012
	2014			2013
Cash used in operating activities	$	(41,~~424~~358,~~637~~938	)	$	(~~155~~4,~~566~~424,637	)
Cash provided by investing activities		-			~~13,309~~-
Cash provided by financing activities		41,~~417~~369,~~198~~790			~~188~~4,~~000~~417,198
Net changes to cash	$	(710,~~438~~852	)	$	45(7,~~743~~438	)

Going Concern

The accompanying 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 $14,~~867~~159,~~788~~562 and net losses of $87,~~351~~796,~~175~~339 ($2914,~~463,993~~514 represents stock-based compensation and settlements) for the year ended December 31, ~~2013~~2014, compared to sales of $~~232~~1,~~955~~867,788 and net ~~loss~~losses of $18,~~201~~351,~~985~~175 for the year ended December 31, ~~2012~~2013. The Company had a working capital ~~surplus~~deficit, stockholders’ deficit, and accumulated deficit of $~~184~~5,~~485~~389,321, $~~577~~10,~~067~~117,176 and $917,~~540~~336,~~660~~999, respectively, at December 31, ~~2013~~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 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.

2937

Critical Accounting Policies

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 warrant and beneficial conversion feature debt discounts, 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 fiscal ~~2013~~2014 and ~~2012~~2013.

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. 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 and Fair Value Measurements. 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.

We have 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.~~38

Level 21: ~~Inputs~~Observable ~~other~~inputs ~~than~~such ~~quoted~~as ~~prices that are observable, either directly or indirectly. These include~~ quoted prices ~~for similar assets or liabilities~~ (unadjusted) in active markets ~~and quoted prices~~ for identical ~~or similar~~ assets or liabilities ~~in markets that are not active~~.

Level 32: ~~Unobservable~~Inputs ~~inputs~~other inthan ~~which~~quoted ~~little~~prices that are observable, either directly or noindirectly. ~~market~~These ~~data~~include ~~exists,~~quoted ~~therefore~~prices ~~developed~~for ~~using~~similar ~~estimates~~assets or liabilities in active markets and ~~assumptions~~quoted ~~developed~~prices byfor ~~us,~~identical ~~which~~or ~~reflect~~similar ~~those~~assets ~~that~~or aliabilities ~~market~~in ~~participant~~markets ~~would~~that ~~use~~are not active.

~~Revenue~~Level ~~Recognition.~~3: Unobservable ~~Revenues~~inputs ~~are recognized on our products~~ in ~~accordance~~which ~~with~~little ~~ASC~~or ~~605-10,~~no ~~“Revenue~~market ~~Recognition~~data ~~in Financial Statement.” Under these guidelines~~exists, ~~revenue~~therefore isdeveloped ~~recognized~~using onestimates ~~sales~~and ~~transactions~~assumptions ~~when~~developed ~~all~~by ~~of the following exist: persuasive evidence of an arrangement did exist~~us, ~~delivery~~which ofreflect ~~service has~~those ~~occurred,~~that ~~the~~a ~~sales~~market ~~price~~participant towould ~~the buyer is fixed or determinable and collectability is reasonably assured~~use. ~~The Company has several revenue streams as follows:~~

·Revenue ~~Delivery~~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 ~~product~~the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to athe ~~merchant~~buyer is fixed or determinable and collectability is reasonably assured. The Company has several revenue streams as follows:

~~Stock-Based~~· ~~Compensation.~~Delivery ~~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~~product ~~the grant-date fair value of stock options and other equity based compensation issued~~ to ~~employees.~~a ~~The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50~~merchant. 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.

30Stock-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.

~~NON-GAAP~~Item ~~FINANCIAL~~7A. ~~MEASURES~~Quantitative and Qualitative Disclosures About Market Risk.

~~Adjusted~~As ~~Net~~the ~~Earnings~~Company is a “smaller reporting company,” this item is inapplicable.

In addition to reporting net loss from operations as defined under generally accepted accounting principles (“GAAP”), the Company presents adjusted net earnings from operations (adjusted net earnings), which is a non-GAAP performance measure. Adjusted net earnings consist of net loss from operations after adjustment for those items shown in the table below. Adjusted net earnings does not represent, and should not be considered an alternative to, GAAP measurements such as net loss from operations (its most comparable GAAP financial measure), and the Company’s calculations thereof may not be comparable to similarly titled measures reported by other companies. By eliminating the items shown below, the Company believes that the measure is useful to investors because similar measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies. The Company’s management does not view adjusted net earnings in isolation and also uses other measurements, such as net loss from operation and revenues to measure operating performance. The following table provides a reconciliation of net loss from operations, the most directly comparable GAAP measure, to adjusted net earnings for the periods presented:39

Adjusted Net Loss	Twelve Months Ended
	December 31,
	2013			2012
Net loss from operations	$	(8,351,175	)	$	(1,201,985	)
Beneficial conversion feature expense		(645,259	)		-
Loss on settlement of receivable		(106,270	)		-
Loss on cost of financing		(7,561	)		-
Loss on financing		(1,988,467	)		-
Loss on issuance of stock		(28,292	)		-
Loss on issuance of stock for services		(16,128	)		-
Loss on debt discount		(5,000	)		-
Loss on settlement of notes		(17,162	)		-
Change in deriviatives		126,433			-
Gain on forgiveness of debt		-			8,928
Gain on forgiveness of payable		-			15,450
Interest expense - amortization		(577,515	)		-
Adjusted net loss	$	(5,085,954	)	$	(1,226,363	)
Weighted average shares outstanding
- basic and diluted		42,969,972			4,758,607
Adjusted basic and diluted net loss per share	$	(0.12	)	$	(0.26	)

Item 8. Financial Statements and Supplementary Data.

~~Adjusted~~Green ~~EBITDA~~Innovations Ltd. and Subsidiaries

InTable addition to reporting net loss from operations as defined under GAAP, the Company also presents adjusted net earnings before interest, income taxes, depreciation, depletion, and amortization from operations (adjusted EBITDA), which is a non-GAAP performance measure. Adjusted EBITDA consists of net loss from operations after adjustment for those items shown in the table below. Adjusted EBITDA does not represent, and should not be considered an alternative to, GAAP measurements such as net loss from operations (its most comparable GAAP financial measure), and the Company’s calculations thereof may not be comparable to similarly titled measures reported by other companies.Contents

	Page
Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets		F-4

Consolidated Statements of Operations		F-5

Consolidated Statements of Changes in Shareholders’ Equity		F-6

Consolidated Statements of Cash Flows		F-8

Notes to Consolidated Financial Statements		F-10

By eliminating the items shown below, the Company believes the measure is useful in evaluating its fundamental core operating performance. The Company also believes that adjusted EBITDA is useful to investors because similar measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies. The Company’s management uses adjusted EBITDA to manage its business, including in preparing its annual operating budget and financial projections. The Company’s management does not view adjusted EBITDA in isolation and also uses other measurements, such as net loss from operations and revenues to measure operating performance. The following table provides a reconciliation of net loss from operations, the most directly comparable GAAP measure, to adjusted EBITDA for the periods presented:F-1

Adjusted EBITDA	Twelve Months Ended
	December 31,
	2013			2012
Net loss from operations	$	(8,351,175	)	$	(1,201,985	)
Interest expense		(165,876	)		(74,482	)
Depreciation and amortization		(49,333	)		(2,256	)
Stock-based compensation		(2,463,993	)		(965,521	)
Beneficial conversion feature expense		(645,259	)		-
Loss on settlement of receivable		(106,270	)		-
Loss on cost of financing		(7,561	)		-
Loss on financing		(1,988,467	)		-
Loss on issuance of stock		(28,292	)		-
Loss on issuance of stock fro services		(16,128	)		-
Loss on debt discount		(5,000	)		-
Loss on settlement of notes		(17,162	)		-
Change in deriviatives		126,433			-
Gain on forgiveness of debt		-			8,928
Gain on forgiveness of payable		-			15,450
Interest expense - amortization		(577,515	)		-
Adjusted EBITDA	$	(2,406,752	)	$	(184,104	)
Weighted average shares outstanding
- basic and diluted		42,969,972			4,758,607
Adjusted basic and diluted net loss per share	$	(0.06	)	$	(0.04	)

Green & Company, CPAs

A PCAOB Registered Accounting Firm

~~Item~~REPORT ~~7A.~~OF ~~Quantitative~~INDEPENDENT ~~and~~REGISTERED ~~Qualitative~~PUBLIC ~~Disclosures~~ACCOUNTING ~~About Market Risk.~~FIRM

AsThe ~~the~~Board ~~Company~~of isDirectors aand ~~“smaller reporting company,” this item is inapplicable.~~Stockholders

32Green Innovations Ltd.

~~Item~~We 8have audited the accompanying balance sheet of Green Innovations Ltd. ~~Financial~~as ~~Statements~~of December 31, 2014, and ~~Supplementary~~the ~~Data~~related statement of operations, stockholders’ deficiency, and cash flows for the year ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The December 31, 2013 financial statements were audited by a predecessor independent registered public accounting firm that issued an unqualified opinion, with a going concern explanatory paragraph, on March 16, 2014.

~~Green~~We ~~Innovations~~conducted ~~Ltd~~our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and ~~Subsidiaries~~perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Table~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ~~Contents~~Green Innovations Ltd. as of December 31, 2014, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

	Page
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets		F-2
Consolidated Statements of Operations		F-3
Consolidated Statements of Changes in Shareholders’ Equity		F-4
Consolidated Statements of Cash Flows		F-5
Notes to Consolidated Financial Statements		F-7

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company reported a net loss of $7,796,339 in 2014, and used cash for operating activities of $1,358,934. At December 31, 2014, the Company had a working capital deficit, shareholders’ deficit and accumulated deficit of $5,389,321, $10,117,176 and $17,336,999, respectively. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

33/s/ Green & Company CPAs

~~2451~~Green N.& ~~McMullen~~Company ~~Booth Road Suite.308 Clearwater, FL 33759 855.334.0934 Toll free~~CPAs

~~Report~~Temple ofTerrace, ~~Independent Registered Public Accounting Firm~~Florida

ToApril ~~the~~10, ~~Board of Directors and Shareholders of:~~2015

~~Green~~10320 ~~Innovations~~N ~~Ltd~~56th Street, Suite 330 Temple Terrace, FL 33617 813.606.4388

We have audited the accompanying consolidated balance sheets of Green Innovations Ltd. and subsidiaries as of December 31, 2013 and 2012 and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.F-2

We2451 ~~conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)~~N. ~~Those~~McMullen ~~standards~~Booth ~~require~~Road ~~that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement~~Suite.308 ~~An audit includes examining~~Clearwater, onFL a33759 ~~test basis, evidence supporting the amounts and disclosures in the consolidated financial statements~~855. ~~An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation~~334.0934 WeToll ~~believe that our audits provide a reasonable basis for our opinion.~~free

InReport ~~our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position~~ of ~~Green~~Independent ~~Innovations~~Registered ~~Ltd.~~Public ~~and~~Accounting Subsidiaries as of December 31, 2013 and 2011 and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.Firm

~~The~~To ~~accompanying consolidated financial statements have been prepared assuming~~ the ~~Company~~Board ~~will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company reported a net loss~~ of ~~$8,351,175~~Directors ~~in 2013,~~ and ~~used~~Shareholders ~~cash for operating activities~~ of $4,424,637. At December 31, 2013, the Company had a working capital surplus, shareholders’ deficit and accumulated deficit of $184,485, $577,067 and $9,540,660, respectively. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.:

~~/s/~~Green ~~DKM~~Innovations ~~Certified Public Accountants~~Ltd.

~~DKM~~We ~~Certified~~have ~~Public~~audited ~~Accountants~~the accompanying consolidated balance sheets of Green Innovations Ltd. and subsidiaries as of December 31, 2013 and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

~~fka~~We ~~DRAKE~~conducted ~~AND~~our ~~KLEIN~~audits ~~CPAS~~in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Clearwater~~In our opinion, ~~Florida~~the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Green Innovations Ltd. and Subsidiaries as of December 31, 2013 and the consolidated results of its operations and its cash flows for the year in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

~~March~~The 16accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, ~~2014~~the Company reported a net loss of $8,351,175 in 2013, and used cash for operating activities of $4,424,637. At December 31, 2013, the Company had a working capital surplus, shareholders’ deficit and accumulated deficit of $184,485, $577,067 and $9,540,660, respectively. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~F-1~~/s/ DKM Certified Public Accountants

~~GREEN~~DKM ~~INNOVATIONS~~Certified ~~LTD.~~Public Accountants

~~Consolidated~~fka ~~Balance~~DRAKE ~~Sheets~~AND KLEIN CPAS

	December 31,			December 31,
	2013			2012
ASSETS
Current assets
Cash	$	38,305		$	45,743
Accounts receivable		91,227			190,299
Inventory, net		1,999,575			74,879
Prepaid expense		441,366			3,000
Total current assets		2,570,473			313,921
Intangible assets, net		838,411			287,744
Other assets		42,747			100
Total assets	$	3,451,631		$	601,765
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Convertible notes payable, net of discounts	$	1,781,272		$	-
Convertible notes payable, net of discounts, to related parties		320,000			-
Accounts payable		122,403			220,889
Accounts payable to related parties		31,953			21,834
Accrued expenses		61,054			49,670
Guaranteed value of stock		69,306			-
Total current liabilities		2,385,988			292,393
Long-term liabilities
Convertible notes, net of discounts		216,139			254,856
Total liabilities		2,602,127			547,249
Commitments and contingencies (Note 5)
Amounts payable in common stock		1,079,348			-
Derivative liability		347,223			-
Stockholders' equity (deficit)
Preferred stock, $0.0001 par value, 50,000,000 shares authorized, 5,000,000
and no shares issued and outstanding, respectively		500			-
Common stock, $0.0001 par value, 150,000,000 shares authorized, 85,252,830
and 70,000,000 shares issued, issuable and outstanding, respectively		8,525			7,000
Additional paid-in capital		8,954,568			1,237,001
Accumulated deficit		(9,540,660	)		(1,189,485	)
Total stockholders' equity (deficit)		(577,067	)		54,516
Total liabilities and stockholders' equity (deficit)	$	3,451,631		$	601,765

Clearwater, Florida

~~See~~April ~~accompanying~~9, ~~notes to consolidated financial statements.~~2015

F-23

GREEN INNOVATIONS LTD. and Subsidiaries Consolidated Balance Sheets December 31,

For the Years Ended December 31,

			2014			2013
ASSETS

Current assets
	Cash		$	49,157		$	38,305
	Accounts receivable			160,732			91,227
	Other receivable			2,500			-
	Inventory, net			1,053,257			1,999,575
	Prepaid expense			19,302			441,366
		Total current assets		1,284,948			2,570,473

Intangible assets, net				779,078			838,411
Other assets				45,203			42,747

Total assets			$	2,109,229		$	3,451,631

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
	Convertible notes payable, net of discounts		$	3,903,173		$	1,781,272
	Convertible notes payable, net of discounts, to related parties			742,906			320,000
	Accounts payable			849,432			122,403
	Accounts payable to related parties			72,149			31,953
	Accrued expenses			795,000			61,054
	Accrued expenses to related parties			60,529			-
	Guaranteed value of stock			251,080			69,306

Total current liabilities				6,674,269			2,385,988

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

Total long-term liabilities				-			216,139

Commitments and contingencies (Note 6)

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

Derivative liability				2,776,068			347,223

Total liabilities				12,226,405			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, 27,836,276,294 and 85,252,830 shares issued, issuable and outstanding, respectively (27,737,584,090 and 27,149,158 shares issuable, respectively)			2,783,628			8,525
	Additional paid-in capital			4,435,695			8,954,568
	Accumulated deficit			(17,336,999	)		(9,540,660	)
Total stockholders' deficit				(10,117,176	)		(577,067	)

Total liabilities and stockholders' deficit			$	2,109,229		$	3,451,631

	2013			2012
Revenue, net	$	1,867,788		$	232,955
Operating expenses
Direct costs of revenue		1,725,243			211,112
General and administrative (includes $2,463,993 and $965,521 for the years ended December 31, 2013 and 2012, respectively, of stock-based compensation and settlements)		4,526,261			1,173,724
Selling and marketing expenses		375,459			-
Reserve for obsolete inventory		160,903			-
Operating loss		(4,920,078	)		(1,151,881	)
Other income (expense)
Beneficial conversion feature expense		(645,259	)		-
Loss on settlement of receivable		(106,270	)		-
Loss on cost of financing		(7,561	)		-
Loss on financing		(1,988,467	)		-
Loss on issuance of stock		(28,292	)		-
Loss on issuance of stock for services		(16,128	)		-
Loss on debt discount		(5,000	)		-
Loss on settlement of notes		(17,162	)		-
Change in derivatives		126,433			-
Gain on forgiveness of debt		-			8,928
Gain on forgiveness of payable		-			15,450
Interest expense - amortization		(577,515	)		-
Interest expense		(165,876	)		(74,482	)
Total other income (expense)		(3,431,097	)		(50,104	)
Net loss	$	(8,351,175	)	$	(1,201,985	)
Net loss per share - basic and diluted	$	(0.19	)	$	(0.25	)
Weighted average number of shares outstanding - Basic and Diluted		42,969,972			4,758,607

See accompanying notes to consolidated financial statements.

~~See accompanying notes to consolidated financial statements.~~F-4

~~F-3~~GREEN INNOVATIONS LTD. and Subsidiaries Consolidated Statements of Operations For the Years Ended December 31,

GREEN INNOVATIONS LTD.

		2014			2013

Revenue, net		$	4,159,562		$	1,867,788

Operating expenses
	Direct costs of revenue		3,155,448			1,725,243
	General and administrative (includes $914,514 and $2,463,993 for the years ended December 31, 2014 and 2013, respectively, of stock-based compensation and settlements)		3,777,621			4,526,261
	Selling and marketing expenses		2,024,223			375,459
	Reserve for obsolete inventory		-			160,903

Operating loss			(4,797,730)			(4,920,078	)

Other income (expense)
	Beneficial conversion feature expense		(1,514,711	)		(645,259	)
	Gain on sale of investment		321,455			-
	Gain on cancellation of stock		1,707			-
	Loss on conversion of notes payable into common stock		(131,079	)		-
	Loss on issuance of stock		(433,359	)		-
	Loss on sales of stock		(3,705	)		-
	Loss on settlement of notes		(39,805	)		(17,162	)
	Loss on settlement of receivable		-			(106,270	)
	Loss on cost of financing		-			(7,561	)
	Loss on financing		-			(1,988,467	)
	Loss on issuance of stock for services		-			(28,292	)
	Loss on debt discount		-			(21,128	)
	Change in derivatives		(678,650	)		126,433
	Interest expense - amortization		(94,370	)		(577,515	)
	Interest expense		(426,092	)		(165,876	)

Total other income (expense)			(2,998,609	)		(3,431,097	)

Net loss		$	(7,796,339	)	$	(8,351,175	)

Net loss per share - basic and diluted		$	(0.001	)	$	(0.19	)

Weighted average number of shares outstanding - Basic and Diluted			7,095,749,518			42,969,972

~~and~~See ~~Subsidiaries~~accompanying notes to consolidated financial statements.

~~Consolidated Statement of Shareholders' Equity (Deficit)~~F-5

GREEN INNOVATIONS LTD. and Subsidiaries Consolidated Statement of Shareholders' Equity (Deficit) December 31, ~~2013~~2014

								Common Stock																Additional
	Series A					Series B						Common Stock												Additional
	Preferred Stock					Preferred Stock		~~Issuable~~				Issuable				~~Common Stock~~		Common Stock						Paid In			Accumulated	~~Accumulated~~
	Shares		Amount	~~Amount~~		Shares		~~Shares~~	Amount			~~Amount~~Shares			Amount	~~Shares~~		Shares		~~Amount~~	Amount			Capital			Deficit	~~Deficit~~		Total		~~Total~~
Balance at December 31, 2011		-		$	-				-			$	-				5,000,000			$	500			$	31,713			$	(48,036	)		$	(15,823	)
Balance at December 31, 2012		-	$	-			-		$	-			-		$	-			70,000,000		$	7,000		$	1,237,001		$	(1,189,485	)	$	54,516
Forward split - 1:20		-			-				-				-				95,000,000				9,500				(9,500	)			-				-
Conversion of options into common stock		-		-			-			-			-			-			241,804			24			(24	)		-			-
Issuance of common stock for Green Hygienics, Inc.		-			-				-				-				49,500,000				4,950				-				-				4,950
Conversion of warrants into common stock		-		-			-			-			-			-			1,412,207			141			(141	)		-			-
Return of common stock to treasury for cancellation		-			-				-				-				(79,500,000	)			(7,950	)			-				-				(7,950	)
Issuable stock issued		-		-			(547,635	)		(55	)		(547,635	)		(55	)		547,635			55			83,370			-			83,370
Adjustment to reflect reverse merger		-			-				-				-				-				-				(90,033	)			60,536				(29,497	)
Issuance of common stock for 3(a)(10)		-		-			-			-			-			-			15,200,000			1,520			3,749,256			-			3,750,776
Options issued to management		-			-				-				-				-				-				530,000				-				530,000
Issuance of common stock for licensing agreement		-		-			-			-			-			-			625,000			63			(63	)		-			-
Warrants issued to consultant		-			-				-				-				-				-				430,000				-				430,000
Issuance of common stock for services		-		-			662,500			66			662,500			66			1,273,915			127			465,557			-			465,750
Warrants issued for acquisition of Sensational Brands,
Issuance of common stock related to dividend		-		-			264			0			264			0			-			-			(0			-			-
Inc. assets		-			-				-				-				-				-				290,000				-				290,000
Sale of common stock		-		-			26,087			3			26,087			3			-			-			2,997			-			3,000
Amortization of options		-		-	-		-		-	-			-			-	-		-		-	-			5146,~~521~~563			-	-		146,563		~~5,521~~
Amortization of beneficial conversion features		-			-				-				-				-				-				49,300				-				49,300
Beneficial conversion feature		-		-			-			-			-			-			-			-			-			-			-
Net loss for the year ended December 31, 2012		-			-				-				-				-				-				-				(1,201,985	)			(1,201,985	)
Convertible note discounts written off		-		-			-			-			-			-			-			-			24,336			-			24,336
Balance at December 31, 2012		-		$	-				-			$	-				70,000,000			$	7,000			$	1,237,001			$	(1,189,485	)		$	54,516
Derivative adjustment for payoff		-		-			-			-			-			-			-			-			125,182			-			125,182
Conversion of options into common stock		-			-				-				-				241,804				24				(24	)			-				-
Dividend - 0.24 for 1		-		-			25,715			3			25,715			3			6,072,000			607			(610	)		-			(0	)
Conversion of warrants into common stock		-			-				-				-				1,412,207				141				(141	)			-				-
Issuable common stock for 3(a)(10) - adjustment		-		-			26,249,158			2,625			26,249,158			2,625			-			-			(327,543	)		-			(324,918	)
Issuable stock issued		-		-	-		(823,677	)	~~(547,635~~	)(82	)		(55823,677	)		(82	~~547,635~~)		823,676		55	82			~~83,370~~-			-	-		-		~~83,370~~
Issuance of common stock for 3(a)(10)		-			-				-				-				15,200,000				1,520				3,749,256				-				3,750,776
Issuance of common stock for Clearly Herbal		-		-			200,000			20			200,000			20			300,000			30			599,950			-			600,000
Issuance of common stock for licensing agreement		-			-				-				-				625,000				63				(63	)			-				-
Issuance of common stock for fee related to financing		-		-			-			-			-			-			2,316,595			232			370,424			-			491,310
Issuance of common stock for services		-			-				662,500				66				1,273,915				127				465,557				-				465,750
Issuance of common stock for guaranteed value		-		-			-			-			-			-			2,833,333			283			(283	)		-			0
Issuance of common stock related to dividend		-			-				264				0				-				-				(0	)			-				-
Issuance of common stock for services		-		-			960,135			96			960,135			96			960,419			96			713,125			-			740,493
Sale of common stock		-			-				26,087				3				-				-				2,997				-				3,000
Issuance of options for services		-		-			-			-			-			-			-			-			300,000			-			300,000
Amortization of options		-			-				-				-				-				-				146,563				-				146,563
Issuance of warrants		-		-			-			-			-			-			-			-			880,000			-			880,000
Beneficial conversion feature		-			-				-				-				-				-				-				-				-
Return of common stock in exchange for Series A preferred stock		5,000,000		500			-			-			-			-			(45,000,000	)		(4,500	)		4,000			-			-
Convertible note discounts written off		-			-				-				-				-				-				24,336				-				24,336
Sale of common stock		-		-			396,611			40			396,611			40			462,698			46			568,914			-			569,000
Derivative adjustment for payoff		-			-				-				-				-				-				125,182				-				125,182
Stock issued as condition of loan		-		-			-			-			-			-			34,390			3			12,557			-			12,561
Dividend - 0.24 for 1		-			-				25,715				3				6,072,000				607				(610	)			-				(0	)
Net loss for the year ended December 31, 2013																												(8,351,175	)		(8,351,175	)
Issuable common stock for 3(a)(10) - adjustment		-			-				26,249,158				2,625				-				-				(327,543	)			-				(324,918	)
Balance at December 31, 2013		5,000,000	$	500			-		$	-			27,149,158		$	2,715			58,103,672		$	5,810		$	8,954,568		$	(9,540,660	)	$	(577,067	)
Issuable stock issued		-			-				(823,677	)			(82	)			823,676				82				-				-				-
Issuance of common stock for Clearly Herbal		-			-				200,000				20				300,000				30				599,950				-				600,000
Issuance of common stock for fee related to financing		-			-				-				-				2,316,595				232				370,424				-				491,310
Issuance of common stock for guaranteed value		-			-				-				-				2,833,333				283				(283	)			-				0
Issuance of common stock for services		-			-				960,135				96				960,419				96				713,125				-				740,493
Issuance of options for services		-			-				-				-				-				-				300,000				-				300,000
Issuance of warrants		-			-				-				-				-				-				880,000				-				880,000
Return of common stock in exchange for Series A preferred stock		5,000,000			500				-				-				(45,000,000	)			(4,500	)			4,000				-				-
Sale of common stock		-			-				396,611				40				462,698				46				568,914				-				569,000
Stock issued as condition of loan		-			-				-				-				34,390				3				12,557				-				12,561
Net loss for the year ended December 31, 2013																													(8,351,175	)			(8,351,175	)
Balance at December 31, 2013		5,000,000		$	500				27,149,158			$	2,715				58,103,672			$	5,810			$	8,954,568			$	(9,540,660	)		$	(577,067	)

~~See accompanying notes to consolidated financial statements.~~F-6

F-4

Issuance of common stock for services	-			-		-		-	9,500,000		$	950		9,947,358			995			455,105			-			457,050
Sale of common stock	-			-		-		-	-			-		342,476			34			28,522			-			28,556
Issuance of common stock for fee related to financing	-			-		-		-	-			-		2,684,964			269			225,268			-			225,537
Issuable stock issued	-			-		-		-	(900,000	)		(90	)	900,000			90			-			-			-
Issuable common stock for 3(a)(10)	-			-		-		-	27,701,834,932			2,770,183		17,400,000			1,740			(6,147,592	)		-			(3,375,669	)
Conversion of debt into common stock	-			-		-		-	-			-		5,425,624			543			233,471			-			234,014
Write off of debt discount	-			-		-		-	-			-		-			-			115,887			-			115,887
Cancelled common stock	-			-		-		-	-			-		(111,890	)		(11	)		(1,696	)		-			(1,707	)
Adjust TCA guarantee value	-			-		-		-	-			-		4,000,000			400			461,051			-			461,451
Issuance of stock options	-			-		-		-	-			-		-			-			111,111			-			111,111
Exchange of Series A for Series B preferred stock	(250,000	)	$	(25	)	250,000	$	25	-			-		-			-			-			-			-
Net loss for the period ended December 31, 2014																							(7,796,339	)		(7,796,339	)

Balance at December 31, 2014	4,750,000		$	475		250,000	$	25	27,737,584,090		$	2,773,758		98,692,204		$	9,870		$	4,435,695		$	(17,336,999	)	$	(10,117,176	)

~~For~~See ~~the~~accompanying ~~Years~~notes ~~Ended~~to ~~December~~consolidated ~~31,~~financial statements.

	2013			2012
Cash flows from operating activities:
Net loss	$	(8,351,175	)	$	(1,201,985	)
Adjustments to reconcile net loss to net cash used in operations:
Amortization of intangibles		37,982			2,256
Gain on forgiveness of debt		-			(8,928	)
Gain on forgiveness of payable		-			(15,450	)
Grant of options for services		-			530,000
Grant of warrants for services		-			430,000
Amortization of debt discounts to interest expense		577,515			20,556
Amortization of beneficial conversion features to interest expense		645,259			49,300
Amortization of options		-			5,521
Issuance of common stock for services		2,463,993			-
Derivative liability		347,223			-
Loss on settlement of receivable		106,270			-
Loss on issuance of stock for settlements		28,292			-
Loss on issuance of stock for service		16,128
Loss on settlement of notes		17,162
Loss on financing		1,988,467			-
Loss on cost of financing		7,561			-
Loss on debt discount		5,000			-
Changes in operating assets and liabilities:
Accounts receivable		99,072			(190,299	)
Other receivable		-			-
Inventory		(1,924,696	)		(74,879	)
Prepaid expense		(438,366	)		(3,000	)
Deferred costs		-			-
Other assets		(42,647	)		(100	)
Accounts payable		(98,486	)		229,938
Accounts payable to related parties		10,119			21,834
Accrued expenses		11,384			49,670
Guaranteed value of stock		69,306			-
Net cash used in operating activities		(4,424,637	)		(155,566	)
Cash flows provided by investing activities
Cash acquired in acquisition		-			13,309
Net cash provided by investing activities		-			13,309
Cash flows from financing activities:
Proceeds from notes		2,870,423			188,000
Repayment of notes		(328,520	)		-
Derivative liability		347,223
Proceeds from issuance of preferred stock		500
Proceeds from issuance of common stock		1,527,572			-
Net cash provided by financing activities		4,417,198			188,000
Net decrease in cash		(7,438	)		45,743
Cash at beginning of period		45,743			-
Cash at end of period	$	38,305		$	45,743

F-7

~~See~~Consolidated ~~accompanying~~Statements ~~notes~~of toCash ~~consolidated~~Flows ~~financial~~For ~~statements.~~the Years Ended December 31,

F-5

			2014			2013
Cash flows from operating activities:
Net loss			$	(7,796,338	)	$	(8,351,175	)
	Adjustments to reconcile net loss to net cash used in operations:
		Amortization of intangibles		59,333			37,982
		Amortization of debt discounts to interest expense		94,370			577,515
		Amortization of beneficial conversion features to interest expense		1,514,711			645,259
		Issuance of common stock for services		914,514			2,463,993
		Derivative liability		-			347,223
		Gain on sale of investment		(321,455	)		-
		Change in derivatives		895,841			-
		Loss on settlement of receivable		-			106,270
		Loss on issuance of stock for settlements		-			28,292
		Loss on financing		-			1,988,467
		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			17,162
		Loss on issuance of stock		433,359			16,128
		Loss on conversion of notes payable into common stock		131,079			-
		Gain on cancellation of stock		(1,707	)		-
	Changes in operating assets and liabilities:
		Accounts receivable		(69,505	)		99,072
		Other receivable		(2,500	)		-
		Inventory, net		946,318			(1,924,696	)
		Prepaid expense		422,064			(438,366	)
		Other assets		(2,456	)		(42,647	)
		Accounts payable		727,031			(98,486	)
		Accounts payable to related parties		40,196			10,119
		Accrued expenses		733,946			11,384
		Accrued expenses to related parties		60,529			-
		Guaranteed value of stock		(181,774	)		69,306
Net cash used in operating activities				(1,358,934	)		(4,424,637	)

Cash flows from financing activities:
		Proceeds from notes		1,389,996			2,870,423
		Repayment of notes		(641,912	)		(328,520	)
		Derivative liability		-			347,223
		Proceed from line of credit		680,000			-
		Conversion of notes into common stock		(86,816	)		-
		Proceed from issuance of prefered stock		-			500
		Proceeds from issuance of common stock		28,522			1,527,572
Net cash provided by financing activities				1,369,790			4,417,199

Net decrease in cash				10,856			(7,438	)

Cash at beginning of period				38,305			45,743

Cash at end of period			$	49,161		$	38,305

~~GREEN~~ See ~~INNOVATIONS~~accompanying ~~LTD~~notes to consolidated financial statements.

~~For the Years Ended December 31,~~F-8

	2013			2012
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 stock as condition of loan	$	1,079,348
Proceeds from related party notes prior to acquisition	$	-		$	6,110
Proceeds from note prior to acquisition	$	-		$	30,000
Debt assumed in acquisition	$	-		$	57,437
Acquisition of intangible assets from Sensational Brands, Inc.	$	-		$	290,000

GREEN INNOVATIONS LTD.
and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31,

See accompanying notes to consolidated financial statements.

		2014		2013
Supplemental disclosure of cash flow information:

	Cash paid for interest	$	129,394	$	-

	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 stock as condition of loan	$	-	$	1,079,348

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

~~F-6~~ See accompanying notes to consolidated financial statements.

~~Green Innovations Ltd. and Subsidiaries~~F-9

~~Notes~~Green toInnovations ~~Consolidated~~Ltd. ~~Financial~~and ~~Statements~~Subsidiaries

~~December~~Notes ~~31,~~to ~~2013~~Consolidated ~~and~~Financial ~~2012~~Statements

~~NOTE~~December 131, –2014 ~~NATURE~~and ~~OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~2013

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

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.Organization

Green ~~Hygienics~~Innovations Ltd., formerly known as Winecom, Inc. (the “Company,” “we,” “us,” “our,” or “Green ~~Hygienics~~Innovations”), is a ~~Florida~~Nevada corporation,. The business was ~~formed~~started on ~~August~~July 1, ~~2012~~2008. OnWe ~~September~~changed ~~26,~~our ~~2012,~~name iton ~~was~~September ~~acquired~~24, ~~(see Note 3)~~2012.

~~Sensational~~Green ~~Brands~~Hygienics, Inc. (“~~Sensational~~Green ~~Brands~~Hygienics”), a Florida corporation, was formed on ~~November~~August 191, 2012. ItOn ~~was~~September ~~formed for the sole purpose of the acquisition of certain assets of Sensational Brands~~26, ~~Inc.~~2012, ait ~~Texas~~was ~~corporation~~acquired ~~on November 19, 2012~~ (see Note 3). ~~Sensational Brands was dissolved in September 2013 and its assets were assumed by Green Hygienics.~~

~~Nature~~Sensational Brands, Inc. (“Sensational Brands”), a Florida corporation, was formed on November 19, 2012. It was formed for the sole purpose of ~~Operations~~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.

~~The~~Nature ~~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.Operations

~~Green~~The ~~Hygienics~~Company iswas informed ~~the~~to ~~importation,~~develop ~~sale,~~an ~~and~~Internet ~~distribution~~social ofwebsite ~~hygienic~~that ~~and~~catered ~~household~~to ~~products~~wine ~~made of bamboo-based paper~~lovers. OnIn August 1, 2012, ~~Green~~with ~~Hygienics~~the ~~entered~~acquisition ~~into~~of aGreen ~~Licensing Agreement with American~~ Hygienics ~~Corporation (“AHC”)~~, ~~a corporation domiciled in~~ the ~~People's~~Company ~~Republic~~changed ofits ~~China,~~operations ~~pursuant~~ to ~~we acquired~~ the ~~exclusive~~business ~~right for a period~~ of 5importing ~~years to import~~ and ~~distribute~~distributing ~~AHC's proprietary~~ bamboo ~~pulp~~-based ~~hygiene products. AHC is the world's largest manufacturer of bamboo-based wet wipes, is internationally certified (ISO 9001:2008, BRC-CP, EPA, Nordic swan, cGMP~~ and ~~GMP)~~other ~~and~~green ahygienic ~~member of the world Private Label Manufacturers Association~~products. ~~Exporting~~The toprior ~~over~~operations ~~45 countries, AHC supplies a number~~ of ~~Multi-National~~the ~~brands~~Company ~~and~~have ~~retailers~~been onabandoned ~~all~~effective ~~continents~~with ~~including customers such as 3M, Carrefour, Tesco, Walmart, and Goodyear. The Licensing Agreement contemplates~~ the ~~distribution~~acquisition 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.~~

~~Basis~~Green Hygienics is in the importation, sale, and distribution of ~~Presentation~~hygienic and household products made of bamboo-based paper and other green products. 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 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.

~~The~~Basis ~~Company prepares its financial statements in conformity with generally accepted accounting principles in the United States~~ of ~~America.~~Presentation

~~Principles~~The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of ~~Consolidation~~America.

~~The~~Principles ~~consolidated financial statements include the accounts~~ of Green Innovations and its wholly-owned subsidiaries (as of December 31, 2013), Green Hygienics and Sensational Brands. All significant inter-company balances and transactions have been eliminated in consolidation.Consolidation

~~Use~~The consolidated financial statements include the accounts of ~~Estimates~~Green Innovations and its wholly-owned subsidiaries, Green Hygienics and Sensational Brands (for the year ended December 31, 2013 only). All significant inter-company balances and transactions have been eliminated in consolidation.

~~The~~Use ~~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.Estimates

~~Cash~~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 ~~Cash~~assumptions ~~Equivalents~~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, allowance for accounts receivable, depreciable lives of the web site, valuation of warrants and beneficial conversion feature debt discounts, valuation of derivatives, and valuation of share-based payments.

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

~~F-7~~The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

~~Green Innovations Ltd. and Subsidiaries~~F-10

~~Notes to Consolidated Financial Statements~~Inventories

~~December~~Inventories ~~31,~~are ~~2013~~stated at the lower of cost or market (“LCM”). Inventory consists of finished goods and ~~2012~~recorded under the first in first out (“FIFO”) method.

Property, Equipment and Depreciation

Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of three years for computer equipment, five years for office furniture and fixtures, and the lesser of the lease term or the useful life of the leased equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold are expensed as incurred.

Accounting for 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

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.

F-811

~~Green~~We ~~Innovations~~currently ~~Ltd~~measure and report at fair value our intangible assets (due to our impairment analysis) and derivative liabilities. The fair value of intangible assets has been determined using the present value of estimated future cash flows method. The fair value of derivative liabilities is measured using the Black-Scholes option pricing method. The following table summarizes our non-financial assets and ~~Subsidiaries~~liabilities measured at fair value on a recurring basis as of December 31, 2014:

Notes to Consolidated Financial Statements

			Quoted Prices in		Significant
	Balance at		Active Markets		Other		Significant
	December 31,		for Identical		Observable		Unobservable
	2014		Assets		Inputs		Inputs
			(Level 1)		(Level 2)		(Level 3)

Assets:
Trademarks	$	779,078	$	-	$	-	$	779,078
Total Financial Assets	$	779,078	$	-	$	-	$	779,078

Following is a summary of activity through December 31, ~~2013~~2014 ~~and~~of ~~2012~~the fair value of intangible assets valued using Level 3 inputs:

We currently measure and report at fair value our intangible assets (due to our impairment analysis) and derivative liabilities. The fair value of intangible assets has been determined using the present value of estimated future cash flows method. The fair value of derivative liabilities is measured using the Black-Scholes option pricing method. The following table summarizes our non-financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013:

			Accumulated
	Asset		Amortization			Net

Intangibles - December 31, 2013	$	890,000	$	(51,589	)	$	838,411
Additions		-		-			-
Amortization		-		(59,333	)		(59,333	)
Intangibles - December 31, 2014	$	890,000	$	(110,922	)	$	779,078

			Quoted Prices in		Significant
	Balance at		Active Markets		Other		Significant
	December 31,		for Identical		Observable		Unobservable
	2013		Assets		Inputs		Inputs
			(Level 1)		(Level 2)		(Level 3)
Assets:
Trademarks	$	838,411	$	-	$	-	$	838,411
Total Financial Assets	$	838,411	$	-	$	-	$	838,411

The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis at December 31, 2014:

Following is a summary of activity through December 31, 2013 of the fair value of intangible assets valued using Level 3 inputs:

			Quoted Prices in		Significant
	Balance at		Active Markets		Other		Significant
	December 31,		for Identical		Observable		Unobservable
	2014		Assets		Inputs		Inputs
			(Level 1)		(Level 2)		(Level 3)

Liabilities:
Derivative Liabilities	$	1,619,032	$	-	$	1,619,032	$	-
Total Financial Assets	$	1,619,032	$	-	$	1,619,032	$	-

Balance at December 31, 2012	$	278,744
Acquired intangible assets		600,000
Amortization of intangibles		(40,333	)
Ending balance at December 31, 2013	$	838,411

F-12

~~The~~Following ~~following~~is ~~table~~a ~~summarizes~~summary ~~our~~of ~~financial~~activity ~~assets~~through ~~and~~December ~~liabilities~~31, ~~measured~~2014 atof the fair value onof aderivative ~~recurring~~liabilities ~~basis~~valued atusing ~~December~~Level ~~31,~~3 ~~2013~~inputs:

			Quoted Prices in		Significant
Balance at December 31, 2012	$	20,556
	Balance at		Active Markets		Other		Significant
Note inception date fair value		-
	December 31,		for Identical		Observable		Unobservable
Change in fair value during 2013		500,792
	2013		Assets		Inputs		Inputs
Balance at December 31, 2013		521,348
			(Level 1)		(Level 2)		(Level 3)
Note inception date fair value		-
Liabilities:
Change in fair value during 2014		1,097,684
Derivative Liabilities	$	521,348	$	-	$	-	$	521,348
Balance at December 31, 2014	$	1,619,032
Total Financial Assets	$	521,348	$	-	$	-	$	521,348

~~F-9~~Revenue Recognition

~~Green~~The ~~Innovations~~Company ~~Ltd~~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 ~~Subsidiaries~~collectability is reasonably assured. The Company has one primary revenue stream as follows:

~~Notes~~· toDelivery ~~Consolidated~~of ~~Financial~~product ~~Statements~~to a merchant.

~~December~~Seasonal ~~31, 2013 and 2012~~Revenue

~~Following~~In isthe aretail ~~summary~~industry, there are typically seasonal periods of ~~activity~~sales ~~through~~which ~~December~~cause 31fluctuations in revenue. The Company, ~~2013~~due ofto the ~~fair~~type ~~value~~ of ~~derivative~~products ~~liabilities~~it ~~valued~~sells, ~~using~~does ~~Level~~not 3have ~~inputs:~~seasonal revenues.

Balance at December 31, 2012	$	20,556
Note inception date fair value		0
Change in fair value during 2013		500,792
Ending balance at December 31, 2013	$	521,348

Stock-Based Compensation

~~Revenue~~The ~~Recognition~~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.

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:Advertising

•Advertising ~~Delivery~~is expensed as incurred and is included in selling, general and administrative expenses on the accompanying statement of ~~product~~operations. toFor athe ~~merchant~~years ended December 31, 2014 and 2013 advertising expense was $2,024,223 and $375,459, respectively.

~~Stock~~F-~~Based Compensation~~13

~~The~~Income 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.Taxes

~~Advertising~~Prior to September 1, 2009, the Company operated as an LLC and thus had no income tax exposure. Effective September 1, 2009, the Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

~~Advertising~~Beginning September 1, 2009, the Company adopted the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is ~~expensed~~highly ascertain ~~incurred~~that ~~and~~some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is ~~included~~recognized in ~~selling,~~the ~~general~~financial ~~and~~statements ~~administrative~~in ~~expenses~~the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying ~~statement~~balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of ~~operations~~being upheld upon examination. ~~For~~As such, the ~~years~~Company ~~ended~~has not recorded a liability for unrecognized tax benefits. As of December 31, 2014, tax years 2013, 2012 and 2011 ~~2012~~remain ~~advertising~~open ~~expense~~for ~~was~~IRS ~~$375,459~~audit. ~~and~~The ~~$120,289,~~Company ~~respectively~~has received no notice of audit from the IRS for any of the open tax years.

FEffective September 1, 2009, the Company adopted ASC 740-10, “Definition of Settlement in FASB Interpretation No. 48,” (“ASC 740-10”), which was issued on May 2, 2007. ASC 740-10 amends FIN 48 to provide guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term “effectively settled” replaces the term “ultimately settled” when used to describe recognition, and the terms “settlement” or “settled” replace the terms “ultimate settlement” or “ultimately settled” when used to describe measurement of a tax position under ASC 740-10. ASC 740-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The adoption of ASC 740-10 did not have an impact on the accompanying consolidated financial statements.

~~Green~~Net ~~Innovations~~Earnings ~~Ltd.~~(Loss) ~~and~~Per ~~Subsidiaries~~Share

~~Notes~~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 consist of warrants to ~~Consolidated~~purchase ~~Financial~~2,111,111 ~~Statements~~at December 31, 2014 shares of common stock, employee options to purchase 2,111,111 shares of common stock and convertible notes convertible into 1,238,479,029 common shares. Equivalent shares are not utilized when the effect is anti-dilutive (see Note 9).

~~December~~Segment ~~31, 2013 and 2012~~Information

~~Income~~In ~~Taxes~~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 December 31, 2014 and 2013.

~~Prior~~Effect ~~to September 1, 2009, the Company operated as an LLC and thus had no income tax exposure. Effective September 1, 2009, the Company accounts for income taxes pursuant to the provisions~~ of ~~ASC~~Recent ~~740-10, “~~Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.Pronouncements

~~Beginning~~The ~~September 1, 2009, the~~ Company ~~adopted~~reviews ~~the~~new ~~provisions~~accounting ofstandards ~~ASC~~and ~~740-10, “Accounting~~updates. ~~for~~as ~~Uncertain Income Tax Positions~~issued.” ~~When~~No ~~tax~~new ~~returns~~standards ~~are~~or ~~filed,~~updates ithad isany ~~highly~~material ~~certain~~effect ~~that~~on ~~some~~these ~~positions~~unaudited ~~taken~~consolidated ~~would~~financial bestatements. ~~sustained~~The ~~upon~~accounting ~~examination~~pronouncements byand ~~the~~updates ~~taxing~~issued ~~authorities,~~subsequent ~~while others are subject~~ to ~~uncertainty about~~ the ~~merits~~date of ~~the~~these ~~position~~audited ~~taken~~consolidated orfinancial ~~the~~statements ~~amount of the position~~ that ~~would~~were beconsidered ~~ultimately~~significant ~~sustained.~~by Inmanagement ~~accordance~~were ~~with~~evaluated ~~the~~for ~~guidance of ASC 740-10,~~ the ~~benefit~~potential ofeffect aon ~~tax~~these ~~position~~audited isconsolidated ~~recognized in the~~ financial statements. inManagement ~~the~~does ~~period~~not ~~during~~believe ~~which,~~any ~~based~~of ~~on all available evidence, management believes it is more likely than not that~~ the ~~position~~subsequent pronouncements will behave ~~sustained~~a ~~upon~~material ~~examination,~~effect ~~including~~on ~~the~~these ~~resolution~~audited ofconsolidated ~~appeals~~financial orstatements ~~litigation~~as ~~processes,~~presented ifand ~~any.~~does ~~Tax positions taken are~~ not ~~offset~~anticipate ~~or aggregated with other positions. Tax positions that meet~~ the ~~more-likely-than-not~~need ~~recognition~~for ~~threshold~~any ~~are~~future ~~measured~~restatement ~~as the largest amount~~ of ~~tax~~these ~~benefit~~audited ~~that~~consolidated isfinancial ~~more~~statements ~~than~~because ~~50 percent likely~~ of ~~being realized upon settlement with~~ the ~~applicable~~retro-active ~~taxing~~application ~~authority. The portion~~ of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any ~~associated~~accounting ~~interest~~pronouncements ~~and~~issued ~~penalties~~subsequent ~~that would be payable~~ to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, ~~2013,~~2014 ~~tax~~through ~~years 2011, 2010 and 2009 remain open for IRS audit. The Company has received no notice of audit from~~ the ~~IRS~~date ~~for~~these ~~any~~audited ofconsolidated ~~the~~financial ~~open~~statements ~~tax~~were ~~years~~issued.

~~Effective September 1, 2009, the Company adopted ASC 740~~F-10, “Definition of Settlement in FASB Interpretation No. 48,” (“ASC 740-10”), which was issued on May 2, 2007. ASC 740-10 amends FIN 48 to provide guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term “effectively settled” replaces the term “ultimately settled” when used to describe recognition, and the terms “settlement” or “settled” replace the terms “ultimate settlement” or “ultimately settled” when used to describe measurement of a tax position under ASC 740-10. ASC 740-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The adoption of ASC 740-10 did not have an impact on the accompanying consolidated financial statements.14

~~Net~~NOTE ~~Earnings~~2 ~~(Loss)~~– ~~Per~~GOING ~~Share~~CONCERN

InThe ~~accordance~~accompanying ~~with~~consolidated ~~ASC~~financial ~~260-10,~~statements ~~“Earnings~~have ~~Per~~been ~~Share~~prepared on a going concern basis,” ~~basic~~which ~~net~~contemplates ~~earnings~~the ~~(loss)~~realization ~~per~~of ~~common~~assets ~~share~~and isthe ~~computed~~satisfaction byof ~~dividing~~liabilities in the normal course of business. The Company sustained net ~~earnings~~losses of $7,796,339 (~~loss)~~includes ~~for~~$914,514 ~~the~~of ~~period~~stock-based bycompensation ~~the~~and ~~weighted~~settlements ~~average~~and ~~number~~$2,893,972 ofnon-cash ~~common~~expenses) ~~shares~~and ~~outstanding~~used ~~during~~cash in operating activities of $1,358,934 for the ~~period~~year ended December 31, 2014. ~~Diluted~~The ~~earnings~~Company ~~(loss)~~had ~~per~~a ~~share~~working ~~are~~capital ~~computed~~deficit, ~~using~~stockholders’ ~~the~~deficit ~~weighted~~and ~~average~~accumulated ~~number~~deficit of ~~common~~$5,389,321, $10,117,176 and ~~dilutive~~$17,336,999, ~~common~~respectively, ~~stock~~at ~~equivalent~~December ~~shares~~31, ~~outstanding~~2014. ~~during~~These factors raise substantial doubt about the ~~period.~~ability ~~Dilutive~~of ~~common~~the ~~stock~~Company ~~equivalent~~to ~~shares~~continue ~~which~~as ~~may~~a ~~dilute~~going ~~future~~concern ~~earnings~~for ~~per~~a ~~share~~reasonable ~~consist~~period of ~~warrants~~time. The Company’s continuation as a going concern is dependent upon its ability to ~~purchase~~generate ~~2,111,111~~revenues atand ~~December~~its ~~31,~~ability ~~2013~~to ~~shares~~continue ofreceiving ~~common~~investment ~~stock,~~capital ~~employee~~and ~~options~~loans from third parties to ~~purchase~~sustain ~~2,111,111~~its ~~shares~~current level of operations. The Company is in the process of securing working capital from investors for common stock, ~~and~~ convertible notes ~~convertible into 13~~payable,~~067,664~~ ~~common~~and/or ~~shares~~strategic partnerships. ~~Equivalent~~No ~~shares~~assurance ~~are~~can ~~not~~be ~~utilized~~given ~~when~~that the ~~effect~~Company iswill ~~anti-dilutive~~be ~~(see~~successful ~~Note~~in ~~12)~~these efforts.

~~Segment~~The ~~Information~~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.

InNOTE ~~accordance~~3 ~~with~~– ~~the~~BUSINESS ~~provisions of ASC 280-10~~ACQUISITIONS, ~~“Disclosures~~ASSET ~~about Segments of an Enterprise and Related Information”~~ACQUISITIONS, ~~the~~AND ~~Company~~LICENSING ~~is required to report financial and descriptive information about its reportable operating segments. The Company does not have any operating segments as of December 31, 2013 and 2012.~~AGREEMENTS

~~Effect~~Green ofHygienics, ~~Recent Accounting Pronouncements~~Inc.

~~The~~On ~~Company~~September ~~reviews~~26, ~~new~~2012, ~~accounting~~the ~~standards~~Company asacquired ~~issued.~~all Noof ~~new~~the ~~standards~~voting ~~had~~capital ~~any~~stock ~~material~~of ~~effect~~Green onHygienics ~~these~~in ~~unaudited~~exchange ~~consolidated~~for ~~financial~~49,500,000 ~~statements.~~shares ~~The~~of ~~accounting~~common ~~pronouncements~~stock. ~~issued~~Green ~~subsequent~~Hygienics towas ~~the~~owned ~~date~~solely ofby ~~these~~Bruce ~~unaudited~~Harmon. ~~consolidated~~Green ~~financial~~Hygienics ~~statements~~had ~~that~~just ~~were~~begun ~~considered~~its ~~significant~~operations bythrough ~~management were evaluated for~~ the ~~potential~~licensing ~~effect~~agreement onwith ~~these unaudited consolidated financial statements~~AHC. ~~Management~~At ~~does~~the ~~not~~time ~~believe any~~ of the ~~subsequent~~acquisition, ~~pronouncements~~through ~~will~~its ~~have~~sales aefforts, ~~material~~Green ~~effect~~Hygienics onwas ~~these~~in ~~unaudited consolidated financial statements as presented and does not anticipate~~ the ~~need~~process ~~for any future restatement~~ of ~~these~~finalizing ~~unaudited~~several ~~consolidated~~orders ~~financial~~for ~~statements~~its ~~because~~products ofwith ~~the~~major ~~retro-active~~retailers ~~application~~and ofdistributors ~~any~~in ~~accounting pronouncements issued subsequent to December 31, 2013 through~~ the ~~date~~United ~~these unaudited consolidated financial statements were issued~~States.

~~F-11~~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 (see Note 4) which was properly recorded at September 30, 2012 as part of the combined company.

~~Green~~The ~~Innovations~~purchase ~~Ltd.~~price was allocated first to record identifiable acquired assets and ~~Subsidiaries~~assumed liabilities at fair value as follows:

Notes to Consolidated Financial Statements

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

~~December~~There ~~31,~~were ~~2013~~no historical operations and ~~2012~~no expenses for Green Hygienics as of the purchase date. The stock of the Company has not been traded in a significant period therefore the value of the purchase is immaterial offset by stock with no determinable value.

~~NOTE~~Sensational 2Brands, ~~– GOING CONCERN~~Inc.

~~The~~On ~~accompanying~~November ~~consolidated~~19, ~~financial statements have been prepared on a going concern basis~~2012, ~~which~~Sensational ~~contemplates~~Brands ~~the~~acquired ~~realization~~certain of assets ~~and~~via ~~the~~an ~~satisfaction~~asset ofpurchase ~~liabilities~~agreement in(“APA”) ~~the~~with ~~normal~~Sensational ~~course~~Brands, ~~of business~~Inc. ~~The Company sustained net losses of $8~~,~~351,175~~ ~~(includes~~a ~~$2,463,993~~Texas ofcorporation ~~stock~~(“SBI-~~based compensation and settlements~~TX”). ~~and~~SBI-TX ~~used~~is ~~cash~~owned inby ~~operating~~an ~~activities~~employee of ~~$4,424,637~~Green ~~for the year ended December 31, 2013~~Hygienics. The ~~Company~~APA ~~had~~was ato ~~working~~acquire ~~capital~~certain ~~surplus~~assets, ~~stockholders’ deficit and accumulated deficit of $184~~primarily,~~485,~~ ~~$577,067~~the ~~and~~trademark ~~$9,540,660, respectively, at December 31, 2013~~“SENSATIONAL.” ~~These~~The ~~factors raise substantial doubt about the ability of the~~ Company topaid ~~continue~~SBI-TX as500,000 awarrants ~~going concern~~ for acommon ~~reasonable~~stock ~~period~~ of ~~time.~~the ~~The~~ Company’s ~~continuation~~(see asNote ~~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~~8). ~~The~~Sensational ~~Company~~Brands iswas dissolved in ~~the~~September ~~process~~2013 ~~of securing working capital from investors for common stock, convertible notes payable,~~ and~~/or~~ ~~strategic partnerships. No assurance can be given that~~ the ~~Company~~assets ~~will~~were beassigned ~~successful~~to inGreen ~~these efforts~~Hygienics.

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.F-15

~~NOTE~~Clearly ~~3 – BUSINESS ACQUISITIONS, ASSET ACQUISITIONS, AND LICENSING AGREEMENTS~~Herbal

On April 4, 2013, Green Hygienics acquired certain assets via an asset purchase agreement (“APA”) with Clearly Herbal International Ltd., ~~Inc~~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 Notes 5 and 10).

On ~~September~~April 264, ~~2012~~2013, ~~the~~Green ~~Company~~Hygienics ~~acquired~~contracted ~~all~~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 ~~voting~~APA ~~capital~~was ~~stock~~to ofacquire ~~Green~~certain ~~Hygienics~~assets, primarily the trademark “CLEARLY HERBAL” as registered in ~~exchange~~the United Kingdom. The closing date was set for 49July 4,~~500~~ 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. ~~Green~~of ~~Hygienics~~the ~~was~~Company ~~owned~~(see ~~solely~~Note by5) ~~Bruce~~and ~~Harmon~~recorded the value of the transaction at $240,000. ~~Green~~As ~~Hygienics~~a ~~had~~condition ~~just~~of ~~begun~~the ~~its~~acquisition, ~~operations~~the ~~through~~Company guaranteed that the ~~licensing~~10-day ~~agreement~~volume ~~with~~weighted ~~AHC.~~average Atprice on the ~~time~~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 ~~acquisition,~~price ~~through~~be ~~its~~below ~~sales~~$1.20. ~~efforts~~On October 4, ~~Green~~2013, ~~Hygienics~~the ~~was~~common instock of the ~~process~~Company ofwas ~~finalizing~~$0.18 ~~several~~therefore, ~~orders~~on ~~for~~October ~~its~~7, ~~products~~2013 ~~with~~an ~~major~~additional ~~retailers~~1,133,333 ~~and~~shares ~~distributors~~of inrestricted ~~the~~stock ~~United~~were ~~States~~issued (see Notes 5 and 10).

~~This~~Licensing 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 (see Note 4) which was properly recorded at September 30, 2012 as part of the combined company.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 ~~purchase~~agreement ~~price~~has a term of five years with a five year extension. Tauriga agreed to pay Green Hygienics $250,000 for the fee which was ~~allocated~~payable ~~first~~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 ~~record~~the ~~identifiable~~exchange ~~acquired~~of ~~assets~~restricted common stock of TAUG and ~~assumed~~Green ~~liabilities~~Innovations atequal ~~fair~~to a present day value of $250,000. On September 18, 2013, as ~~follows:~~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 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 December 30, 2014, the Company had sold all of the shares and recognized a net gain on the sale of $321,455.

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

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

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

			Accumulated
	Asset		Amortization			Net

Intangibles - December 31, 2013	$	890,000	$	(51,589	)	$	838,411
Additions		-		-			-
Amortization		-		(59,333	)		(59,333	)
Intangibles - December 31, 2014	$	890,000	$	(110,922	)	$	779,078

~~Sensational Brands, Inc.~~F-16

OnNOTE ~~November~~4 ~~19,~~– ~~2012,~~NOTES ~~Sensational~~AND ~~Brands~~CONVERTIBLE ~~acquired~~NOTES ~~certain assets via an asset purchase agreement (“APA”) with Sensational Brands~~PAYABLE, ~~Inc.,~~AND aNOTES ~~Texas~~PAYABLE ~~corporation~~RELATED ~~(“SBI-TX”). SBI-TX is owned by an employee of Green Hygienics. The APA was to acquire certain assets~~PARTIES, ~~primarily,~~NET ~~the~~OF trademark “SENSATIONAL.” The Company paid SBI-TX 500,000 warrants for common stock of the Company (see Note 8). Sensational Brands was dissolved in September 2013 and the assets were assigned to Green Hygienics.DISCOUNTS

~~Clearly~~Notes ~~Herbal~~and convertible notes payable, net of discounts, all classified as current at December 31, 2014 and 2013, consists of the following:

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 Notes 5 and 10).

Convertible notes and line of credit, net of discounts	December 31, 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		984,491		984,491		-			1,968,982		950,003		1,000,000		(582,822	)		1,367,181
LG Capital Funding, LLC		-		-		-			-		76,500		62,591		-			139,091
Black Mountain Equities, Inc.		33,000		33,000		-			66,000		-		-		-			-
Jean-Michel Fitamant		200,000		200,000		(40,217	)		359,783		-		-		-			-
Black Mountain Equities, Inc.		55,000		55,000		(15,235	)		94,765		-		-		-			-
Avanti Distribution, Inc.		680,000		-		-			680,000		-		-		-			-
RJR Manufacturers' Agent, Inc.		144,192		144,192		(64,260	)		224,124		-		-		-			-
RJR Manufacturers' Agent, Inc.		40,306		40,306		(40,306	)		40,306		-		-		-			-
Total	$	2,531,549	$	1,531,642	$	(160,018	)	$	3,903,173	$	1,476,063	$	1,137,244	$	(615,896	)	$	1,997,411

~~F-12~~_______________

~~Green~~(1) ~~Innovations~~At ~~Ltd.~~12/31/13, ~~and~~classified ~~Subsidiaries~~as long-term liability.

~~Notes~~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 matured on August 15, 2014 and now is in default. The conversion price is equal to ~~Consolidated~~90% ~~Financial~~of ~~Statements~~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 unable to be calculated.

~~December~~On 31August 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 was unable to be calculated. On February 13, 2013, the Company repaid the principal and ~~2012~~accrued interest of $1,077 for a total payment of $20,577.

On ~~April~~August 430, ~~2013~~2012, Green Hygienics ~~contracted~~executed toa ~~acquire~~convertible ~~certain~~promissory ~~assets via an asset purchase agreement (“APA”)~~ with ~~Clearly~~Kachess ~~Herbal~~for ~~International Ltd.~~$20, ~~a United Kingdom corporation (“CHI-UK”)~~000. The ~~purpose~~note ofbears ~~the~~interest ~~APA~~at ~~was to acquire certain assets, primarily~~ the ~~trademark~~rate ~~“CLEARLY~~of ~~HERBAL”~~12% asper ~~registered~~annum inwhich ~~the United Kingdom~~accrues. The ~~closing~~conversion ~~date~~price ~~was~~is ~~set~~the ~~for~~lower ~~July~~of ~~4, 2013 or earlier but has been extended until August 31, 2013~~$0.01 ~~The~~per ~~Company~~share ~~paid~~or ~~the~~70% ~~owner~~ of ~~CHI~~the ~~200,000~~average ~~shares~~ of ~~restricted~~the ~~common~~closing ~~stock~~prices of the Company’s ~~(see~~common ~~Note~~stock 5)for ~~and recorded~~ the ~~value~~preceding ofthree ~~the~~trading ~~transaction at $240,000~~days. As apart ~~condition~~ of the acquisition, ~~the~~of ~~Company~~Green ~~guaranteed~~Hygienics ~~that~~by ~~the~~Green ~~10-day~~Innovation, ~~volume~~the ~~weighted~~notes ~~average~~were ~~price~~assumed onby ~~the~~Green ~~date~~Innovations. ~~six~~Due ~~months after closing~~ to bethe atlack ~~least~~of ~~$1.20.~~trading ~~The~~and ~~Company~~no ~~was~~market ~~obligated~~for tothe ~~issue~~common ~~additional~~stock ~~shares~~ of ~~restricted~~the ~~common~~Company, ~~stock~~any ~~should~~discount ~~the~~value ~~price~~was beunable ~~below~~to $1be calculated.~~20.~~ On ~~October~~February 413, 2013, the ~~common~~Company ~~stock~~repaid of the ~~Company~~principal ~~was~~and ~~$0.18~~accrued ~~therefore,~~interest onof ~~October 7~~$1,098 ~~2013~~for ana ~~additional~~total ~~1,133,333~~payment ~~shares~~ of ~~restricted stock were issued (see Notes 5 and 10)~~$21,098.

~~Licensing Agreement~~F-17

On ~~May~~September 314, ~~2013~~2012, Green Hygienics ~~entered~~executed ~~into~~ a ~~Licensing~~convertible ~~Agreement~~promissory with ~~Tauriga~~Kachess ~~Sciences,~~for ~~Inc~~$6,800. ~~(”Tauriga”)~~The tonote ~~grant~~bears ~~Tauriga~~interest at the ~~North~~rate ~~American~~of ~~exclusive rights to commercially market certain products related to hospital grade wipes including paper, green and 100~~12% ~~tree-free~~per ~~bamboo-based~~annum ~~and~~which ~~biodegradable~~accrues. The ~~agreement~~conversion ~~has~~price ais ~~term~~the lower of ~~five years with a five year extension~~$0.01 ~~Tauriga~~per ~~agreed~~share toor ~~pay~~70% ~~Green~~of ~~Hygienics $250,000 for~~ the ~~fee~~average ~~which~~of ~~was payable on~~ the ~~following~~closing ~~terms;~~prices ~~$65,000 upon execution~~ of the ~~agreement~~Company’s ~~and~~common ~~$185,000~~stock ~~within~~for ~~ninety days of receipt of samples of~~ the ~~products~~preceding ~~and~~three ~~applicable~~trading ~~marketing material~~days. ~~Tauriga,~~As apart ~~publicly~~of ~~registered entity trading under~~ the ~~symbol~~acquisition ~~“TAUG,”~~of ~~and~~ Green Hygienics ~~agreed~~by toGreen Innovation, the ~~exchange~~notes ofwere ~~restricted~~assumed ~~common~~by ~~stock of TAUG and~~ Green Innovations ~~equal to a present day value of $250,000~~. OnDue ~~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~~lack of ~~the~~trading ~~transaction~~ and ~~recorded~~no ~~accordingly. Tauriga~~market ~~issued~~for ~~4,347,826~~the ~~shares of its~~ common stock ~~on July 16, 2013. Bruce Harmon, the CFO and Chairman~~ of the Company, isany ~~also~~discount ~~the~~value ~~former CFO of Tauriga (see Note 6). The transaction~~ was ~~completed~~unable ~~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~~be ~~Company, the Company received an additional 2,250,000 shares of common stock of Tauriga~~calculated. AsOn ofFebruary ~~December 31~~13, 2013, the Company ~~valued~~repaid the ~~6,597,826~~principal ~~shares,~~and ~~based~~accrued oninterest ~~the closing price~~ of $~~0.0057~~362 for Tauriga on December 31, 2013, at $37,608. The Company has determined that these shares will not be recorded as an asset to the Company until said shares are sold therefore the Company will record the net proceeds as a ~~gain~~total atpayment ~~the time~~ of ~~sale. Both Green Hygienics and Tauriga executed on January~~ $7, ~~2014 Leak Out Agreements whereas both parties are limited to daily sales of 10% of the prior day’s sales~~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 ~~has~~common ~~recorded~~stock for the ~~following~~preceding ~~intangibles~~three ~~related~~trading days. As part of the acquisition of Green Hygienics by Green Innovation, the notes were assumed by Green Innovations. Due to the ~~acquisitions:~~lack of trading and no market for the common stock of the Company, any discount value was unable to be calculated. On February 13, 2013, the Company repaid the principal and accrued interest of $130 for a total payment of $3,130.

			Accumulated
	Asset		Amortization			Net
Intangibles - December 31, 2012	$	290,000	$	(2,256	)	$	287,744
Additions		600,000		-			600,000
Amortization		-		(49,333	)		(49,333	)
Intangibles - December 31, 2013	$	890,000	$	(51,589	)	$	838,411

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 December 31, 2014 and December 31, 2013, the accrued interest was $11,041 and $6,041, respectively. The note matured on October 17, 2014 and now is in default. 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 unable to be calculated.

~~F-13~~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 December 31, 2014 and December 31, 2013, the accrued interest was $4,142 and $2,142, respectively. The note matured on December 6, 2014 and now is in default. 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.

~~Green~~On ~~Innovations~~December ~~Ltd~~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 December 31, 2014 and ~~Subsidiaries~~December 31, 2013, the accrued interest was $7,134 and $3,634, respectively. The note matured on December 8, 2014 and now is in default. 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.

~~Notes~~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 December 31, 2014 and December 31, 2013, the accrued interest was $10,055 and $5,055, respectively. The note matured on December 28, 2014 and now is in default. The conversion price is equal to ~~Consolidated~~90% ~~Financial~~of ~~Statements~~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 December 31, 2014 and December 31, 2013, the accrued interest was $2,068 and ~~2012~~$921, respectively. The note matured 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.

~~NOTE~~On April 4, –2013, ~~NOTES~~RJR ~~AND~~Manufacturers’ ~~CONVERTIBLE~~Agent, ~~NOTES~~an ~~PAYABLE~~independent consultant of the Company, ~~AND~~requested ~~NOTES~~that ~~PAYABLE~~the ~~RELATED~~Company ~~PARTIES~~convert its accrued compensation balance of $50,000 ~~NET~~into OFa ~~DISCOUNTS~~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 December 31, 2014 and December 31, 2013, the accrued interest was $11,988 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.

~~Notes and convertible notes payable, net of discounts, all classified as current at December 31, 2013 and 2012, consists of the following:~~F-18

Convertible notes,
net of discounts	December 31, 2013									December 31, 2012
								Principal,						Principal,
			Put		Debt			net of				Put		net of
	Principal		Premium		Discounts			Discounts		Principal		Premium		Discounts
Kachess Financial Corporation	$	-	$	-	$	-		$	-	$	19,500	$	-	$	19,500
Kachess Financial Corporation		-		-		-			-		20,000		-		20,000
Kachess Financial Corporation		-		-		-			-		6,800		-		6,800
Kachess Financial Corporation		-		-		-			-		3,000		-		3,000
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		(3,074	)		10,583		-		-		-
RJR Manufacturers' Agent, Inc.		50,000		-		-			50,000		-		-		-
RJR Manufacturers' Agent, Inc.		100,000		-		-			100,000		-		-		-
RJR Manufacturers' Agent, Inc.		50,000		50,000		(30,000	)		70,000		-		-		-
Black Mountain Equities, Inc.		55,000		-		-			55,000		-		-		-
TCA Global Credit Master Fund, LP		950,003		1,000,000		(582,822	)		1,367,181		-		-		-
LG Capital Funding, LLC		76,500		62,591		-			139,091		-		-		-
Total	$	1,476,063	$	1,137,244	$	(615,896	)	$	1,997,411	$	234,300	$	20,556	$	254,856

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. (1“Avalon”) ~~Long~~for ~~term~~$100,000. ~~debt~~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 December 30, 2014 and December 31, 2013, the accrued interest was $22,858 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.

AOn ~~director~~May of20, 2013, the Company entered into a convertible promissory note agreement for $105,000 ~~Mordechay~~with ~~David~~Evolution Capital, LLC (“~~David~~Evolution”),. ~~had~~The ~~advanced~~note has an interest rate of 12% per annum and is accrued. The note, at the ~~Company~~holder’s option, is convertible at ~~several~~the ~~times~~lesser of $0.54 ~~These~~or ~~amounts~~40% ~~were~~of ~~non-interest~~the ~~bearing~~average 10 days prior to conversion. A beneficial conversion feature of $105,000 was recorded and ~~were~~will ~~due~~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 ~~demand~~February 20, 2014. On ~~October~~November 1626, ~~2012~~2013, ~~Mr.~~the ~~David~~Company ~~cancelled~~and Evolution entered into a Note Termination Agreement as the ~~balance~~Company ~~due~~paid Evolution a settlement of $8147,~~928.~~000, Aof ~~gain~~which on$4,626 ~~extinguishment~~was accrued interest and $37,374 was recorded as a loss on settlement of liability.

On ~~August~~May 1530, ~~2012~~2013, the Company ~~executed~~entered into a convertible promissory note with ~~Coventry~~Avalon Capital, ~~LLC~~Corp. (“~~Coventry Capital~~Avalon”) for $3050,000. The note bears interest at ~~the rate of 10~~12% per annum, ~~which~~matured ~~accrues.~~on AsNovember ~~of December 31~~30, 2013, and ~~December~~converts ~~31,~~at ~~2012,~~ the ~~accrued~~lesser ~~interest~~of ~~was~~ $~~4,285~~0.55 ~~and~~per ~~$0,~~share ~~respectively~~or a 40% discount at the time of conversion. ~~The~~A beneficial conversion ~~price~~feature isof ~~equal~~$50,000 towas ~~90%~~recorded ofand ~~the~~was ~~average~~accreted ofmonthly from the ~~closing~~issuance ~~prices~~date of the ~~Company’s~~note ~~common~~through ~~stock~~September ~~for~~30, ~~the~~2013. ~~preceding~~This ~~five~~note ~~trading~~was ~~days.~~not ~~Due~~to have been issued as it was paid back to ~~the~~Avalon ~~lack~~by ofRJR ~~trading~~Manufacturers’ ~~and~~Agent. noThe ~~market~~note ~~for~~was ~~the~~cancelled ~~common~~on ~~stock~~August of31, ~~the~~2013, ~~Company~~retroactive to May 30, ~~any~~2013 ~~discount~~for ~~value~~accounting purposes and the accretion was ~~not~~reversed ~~calculated~~accordingly.

On ~~August~~June 297, ~~2012~~2013, ~~Green~~the ~~Hygienics~~Company ~~executed~~entered into a convertible promissory note agreement for $76,500 with ~~Kachess~~LG ~~Financial~~Capital ~~Corporation~~Funding, LLC (“~~Kachess~~LG Capital”) ~~for $19,500~~. The note ~~bears~~has an interest ~~at the~~ rate of 128% per annum ~~which~~and ~~accrues~~is accrued. AsThe ~~of December 31~~note, ~~2013~~at ~~and~~the ~~December~~holder’s 31option, ~~2012,~~is ~~the~~convertible ~~accrued~~at ~~interest~~a ~~was~~45% ~~$801~~discount ~~and~~to ~~$0,~~market ~~respectively.~~on ~~The~~average ~~conversion~~of ~~price~~the islowest 2 days over the ~~lower~~prior of10 $0trading days.01 ~~per~~A ~~share~~beneficial orconversion ~~70%~~feature of ~~the~~$76,500 ~~average~~was ofrecorded ~~the~~and ~~closing~~will ~~prices~~be ofaccreted ~~the~~monthly ~~Company’s~~from ~~common~~the ~~stock~~issuance ~~for~~date of the ~~preceding~~note ~~three~~through ~~trading days~~maturity. As ~~part~~ of ~~the~~September ~~acquisition~~30, of2013, ~~Green~~the ~~Hygienics~~accrued byinterest ~~Green~~was ~~Innovation~~$1,945. ~~the~~The ~~notes~~note ~~were~~matures ~~assumed~~on byMarch ~~Green~~7, ~~Innovations~~2014. ~~Due~~On toDecember ~~the~~6, ~~lack~~2013, ofthe ~~trading~~Company ~~and~~paid noLG ~~market~~Capital ~~for~~$119,340 ~~the~~as ~~common~~a ~~stock~~settlement ofto terminate the ~~Company~~loan. $3,052 ~~any~~of ~~discount~~the ~~value~~payment iswas ~~unable~~accrued tointerest beand ~~calculated~~$39,788 atwas ~~this~~recorded ~~time.~~as ~~This~~a ~~note~~loss ~~was~~on ~~paid~~settlement inof ~~full in February 2013~~liability.

On ~~August~~June 3012, ~~2012~~2013, ~~Green~~the ~~Hygienics~~Company ~~executed~~entered into a convertible promissory ~~with~~note ~~Kachess~~agreement for $2055,~~000~~500 with Black Mountain Equities, Inc. (“Black Mountain”). The note ~~bears~~has an interest rate of 10% per annum and is accrued. The note, at the ~~rate~~holder’s option, is convertible at the lesser of 12$0.50 or a 25% ~~per~~discount ~~annum~~to ~~which~~market ~~accrues~~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 ~~December~~the 31agreement, ~~2013~~the ~~and~~Company issued 10,000 shares of common stock (see Note 8). As of December 31, ~~2012~~2013, the accrued interest was $~~815~~5,000. ~~and~~The $0note matures on January 15, ~~respectively~~2014. ~~The~~On ~~conversion~~December ~~price~~5, is2013, the ~~lower~~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 $0.0103795 ~~per~~(see ~~share~~Note or8). ~~70%~~On ofJanuary ~~the~~24, ~~average~~2014, Black Mountain converted $50,500 of ~~the~~principal ~~closing~~and ~~prices~~interest into 1,231,708 shares based on a discounted conversion price of ~~the~~$0.0755 ~~Company’s~~(see ~~common~~Note ~~stock~~8). ~~for~~The ~~the~~discounts ~~preceding~~were ~~three~~recorded ~~trading~~as ~~days~~a loss. AsOn ~~part~~February of20, 2014, the ~~acquisition~~Company ofreceived ~~Green~~$50,000 ~~Hygienics~~cash byfrom ~~Green~~Black ~~Innovation~~Mountain under the provision in their note that provided, at Black Mountain’s election, the ~~notes~~right ~~were~~to ~~assumed~~fund byan ~~Green~~additional ~~Innovations~~$50,000 to the Company. ~~Due~~An amendment to the ~~lack~~convertible ofnote ~~trading~~was executed under the same terms and noconditions ~~market~~as ~~for~~the original note. The note was recorded as $55,000 which reflects the ~~common~~$5,000 ~~stock~~in origination fees associated with the execution of the ~~Company~~amendment. On October 2, ~~any~~2014, ~~discount~~Black ~~value~~Mountain isconverted ~~unable~~$10,000 toof beprincipal ~~calculated~~into at1,282,052 ~~this~~shares ~~time~~of common stock. ~~This~~On ~~note~~November ~~was~~6, ~~paid~~2014, inBlack ~~full~~Mountain inconverted ~~February~~$10,000 ~~2013~~of principal into 2,222,222 shares of common stock. On January 7, 2015, Black Mountain converted $4,316 of principal into 5,200,000 shares of common stock.

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. As of December 31, 2013 and December 31, 2012, the accrued interest was $266 and $0, respectively. 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. This note was paid in full in February 2013.F-19

On ~~October~~July 45, ~~2012~~2013, ~~Green~~the ~~Hygienics~~Company ~~executed~~entered into a convertible promissory ~~with~~note ~~Kachess~~agreement for $376,~~000~~500 with LG Capital Funding, LLC (“LG Capital”). The note ~~bears~~has an interest ~~at the~~ rate of 128% per annum ~~which accrues. As of December 31, 2013~~ and ~~December~~is ~~31, 2012, the~~ accrued. ~~interest~~The ~~was~~note ~~$88~~matures ~~and~~on $0April 5, ~~respectively~~2014. The ~~conversion~~note, ~~price~~at is the ~~lower~~holder’s ofoption, ~~$0.01~~is ~~per~~convertible ~~share~~at ora 7045% ofdiscount ~~the~~to ~~average~~market ofon ~~the~~average ~~closing prices~~ of the ~~Company’s~~lowest ~~common~~2 ~~stock~~days ~~for~~over the ~~preceding~~prior ~~three~~10 trading days. As ~~part~~ of ~~the~~December ~~acquisition~~31, ~~of Green Hygienics by Green Innovation~~2013, the ~~notes~~accrued ~~were~~interest ~~assumed~~was ~~by Green Innovations~~$3,035. ~~Due~~On toJanuary ~~the~~6, ~~lack~~2014, ~~of trading and no market for~~ the ~~common~~Company ~~stock~~terminated of the ~~Company, any discount value is unable to be calculated at this time. This~~ note ~~was~~with ~~paid~~a inpayment ~~full~~of ~~in February 2013~~$119,340.

FOn 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-14owned 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 17th 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 9). As of December 31, 2014, TCA has recognized $122,228 of the guaranteed value leaving a guaranteed value recorded of $251,080. 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. TCA charged the Company a fee of $100,000 to accommodate the extension.

~~Green~~On ~~Innovations~~November ~~Ltd~~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 ~~Subsidiaries~~will be accreted monthly from the issuance date of the note through maturity. As of December 31, 2014 and December 31, 2013, the accrued interest was $8,503 and $1,003, respectively. The note matured on June 30, 2014. On June 30, 2014, the note was extended until September 30, 2014 and now is in default.

~~Notes~~On toMay ~~Consolidated~~15, ~~Financial~~2014, ~~Statements~~Green Hygienics, Inc. entered into a convertible revolving credit agreement with Avanti Distribution (“Avanti LOC”), in the amount of $750,000. The Avanti LOC has an interest rate of prime rate plus 4% or 12% per annum, whichever is greater. The Avanti LOC matures on May 14, 2015. As of December 31, 2014, the principal balance was $680,000 and accrued interest was $35,448.

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 December 31, ~~2013~~2014, the accrued interest was $5,500, which is an upfront charge for the term. The note matured on February 28, 2015 and ~~2012~~now is in default.

On ~~October~~August 176, ~~2012~~2014, the Company ~~executed~~entered into a convertible promissory note ~~with~~agreement ~~Coventry Capital~~ for $50200,000 with Jean-Michel Fitamant (“Fitamant”). The note ~~bears~~has an interest ~~at the~~ rate of 1012% per annum ~~which~~and ~~accrues~~is accrued. AsThe ofnote ~~December~~matured 31on February 6, ~~2013~~2015 and ~~December~~now ~~31,~~is ~~2012,~~in ~~the~~default. ~~accrued~~The ~~interest~~note, ~~was~~at ~~$6,041~~the ~~and~~holder’s $0option, ~~respectively.~~is ~~The~~convertible ~~conversion~~at ~~price~~a is30% ~~equal~~discount to ~~90%~~market ofon ~~the~~ average of the ~~closing~~lowest ~~prices~~10 ofdays from the ~~Company’s~~date ~~common~~of ~~stock~~the ~~for~~note to the ~~preceding~~date ~~five~~of ~~trading~~the ~~days~~conversion. ~~Due~~A tobeneficial ~~the~~conversion ~~lack~~feature of ~~trading~~$200,000 was recorded and nowill ~~market~~be ~~for~~accreted monthly from the ~~common~~issuance ~~stock~~date of the ~~Company~~note through maturity. As of December 31, ~~any~~2014, ~~discount~~the ~~value~~accrued interest was ~~not calculated~~$9,666.

~~On December 6, 2012, the Company executed a convertible promissory note with Coventry Capital for $~~F-20,000. The note bears interest at the rate of 10% per annum which accrues. As of December 31, 2013 and December 31, 2012, the accrued interest was $2,142 and $0, respectively. 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~~November 1810, ~~2012~~2014, ~~the~~RJR ~~Company~~Manufacturers’ ~~executed~~Agent, aan ~~convertible~~independent ~~promissory~~consultant ~~note~~of ~~with~~the ~~Coventry~~Company, ~~Capital~~requested ~~for~~that ~~$35,000.~~the ~~The~~Company ~~note~~convert ~~bears~~its ~~interest~~accrued atcompensation ~~the~~balance ~~rate~~ of ~~10%~~$144,192 ~~per~~into ~~annum~~a ~~which~~convertible ~~accrues.~~note Aspayable ofwith ~~December~~12% ~~31,~~interest ~~2013~~per ~~and December 31~~annum, ~~2012,~~with ~~the~~a ~~accrued~~conversion ~~interest~~feature ~~was~~of $~~3,634~~0.009 ~~and~~per $0share, ~~respectively.~~the ~~The~~closing ~~conversion~~ price isof ~~equal~~the toprior 90day, or a 40% discount of the average of the lowest five closing prices offrom the ~~Company’s~~date ~~common~~of ~~stock~~the ~~for~~note until the ~~preceding~~date ~~five~~of ~~trading~~conversion, ~~days~~whichever is lesser. ~~Due~~A tobeneficial ~~the~~conversion ~~lack~~feature of ~~trading~~$144,192 was recorded and nowill ~~market~~be ~~for~~accreted monthly from the ~~common~~issuance ~~stock~~date of the ~~Company~~note through maturity. As of December 31, ~~any~~2014, ~~discount~~the ~~value~~accrued interest was ~~not~~$2,465. ~~calculated~~The note matured on February 10, 2015 and now is in default.

On December 2831, ~~2012~~2014, ~~the~~RJR ~~Company~~Manufacturers’ ~~executed~~Agent, aan ~~convertible~~independent ~~promissory~~consultant ~~note~~of ~~with~~the ~~Coventry~~Company, ~~Capital~~requested ~~for~~that ~~$50,000.~~the ~~The~~Company ~~note~~convert ~~bears~~its ~~interest~~accrued atcompensation ~~the~~balance ~~rate~~ of ~~10%~~$40,306 ~~per~~into ~~annum~~a ~~which~~convertible ~~accrues.~~note Aspayable ofwith ~~December~~12% ~~31,~~interest ~~2013~~per ~~and December 31~~annum, ~~2012,~~with ~~the~~a ~~accrued~~conversion ~~interest~~feature ~~was~~of $~~5,055~~0.0045 ~~and~~per $0share, ~~respectively.~~the ~~The~~closing ~~conversion~~ price isof ~~equal~~the toprior 90day, or a 40% discount of the average of the lowest five closing prices offrom the ~~Company’s~~date ~~common~~of ~~stock~~the ~~for~~note until the ~~preceding~~date ~~five~~of ~~trading~~conversion, ~~days~~whichever is lesser. ~~Due~~A tobeneficial ~~the~~conversion ~~lack~~feature of ~~trading~~$40,306 was recorded and nowill ~~market~~be ~~for~~accreted monthly from the ~~common~~issuance ~~stock~~date of the ~~Company~~note through maturity. As of December 31, ~~any~~2014, ~~discount~~the ~~value~~accrued interest was ~~not~~$13. ~~calculated~~The note matured on February 28, 2015 and now is in default.

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 December 31, 2013, the accrued interest was $921. 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.

Convertible notes, net of discounts	December 31, 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
Bruce Harmon		144,192		144,192		(64,259	)		224,125		-		-		-			-
Bruce Harmon		26,000		26,000		(8,525	)		43,475		-		-		-			-
Bruce Harmon		40,306		40,306		(40,306	)		40,306		-		-		-			-
Lakeport Business Services, Inc.		85,000		85,000		(85,000	)		85,000		-		-		-			-
Total	$	495,498	$	445,498	$	(198,090	)	$	742,906	$	200,000	$	150,000	$	(30,000	)	$	320,000

On April 4, 2013, ~~RJR Manufacturers’ Agent~~Harmon, an ~~independent~~officer ~~consultant~~and director of the Company, requested that the Company convert ~~its~~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 December 31, 2014 and 2013, the accrued interest was $14,988 and $4,488, respectively. The note matured on October 4, 2013. The maturity date was extended tountil December 31, 2013. On January 1, 2014, the note was extended to March 31, 2014, which now is in default. 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~~prior ~~price~~to ~~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 91st 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.F-21

On ~~May~~July 812, 2013, the Company entered into a convertible promissory note ~~with~~agreement ~~Avalon Capital Corp. (“Avalon”)~~ for $100,000. ~~The~~with ~~note~~Lakeport ~~bears~~Business ~~interest~~Services, atInc. ~~12%~~(“LBS”), ~~per~~a ~~annum,~~company ~~matures~~controlled onby ~~November~~Bruce 8Harmon, ~~2013,~~an officer and ~~converts~~director atof the ~~lesser of $0~~Company.55 ~~per~~The ~~share~~note orhas aan ~~40%~~interest ~~discount~~rate ~~at the time~~ of ~~conversion.~~12% Aper ~~beneficial~~annum ~~conversion feature of $100,000 was recorded~~ and ~~will~~is beaccrued. ~~accreted~~The ~~monthly~~note ~~from~~matured ~~the~~on ~~issuance~~October ~~date~~12, of2013. ~~the~~The note, ~~through~~at ~~maturity.~~the Onholder’s ~~November 10~~option, ~~2013,~~is ~~Avalon~~convertible ~~assigned~~at ~~this~~the ~~note~~lesser ~~to RJR Manufacturers’ Agent. As~~ of ~~December~~ $0.31, ~~2013,~~per ~~the~~share ~~accrued~~or ~~interest~~at ~~was~~a ~~$4,800.~~30% ~~The~~discount ~~note~~to ~~matured~~market on ~~November~~the 8,date ~~2013.~~prior ~~The~~to ~~note~~conversion and was extended to December 31, 2013. On January 1, 2014, the note was extended to March 31, 2014, which now is in default. 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~~lowest ~~of the~~ five ~~lowest~~days ~~closing~~prior ~~prices~~to ~~from~~ the conversion date. The accrued interest as of ~~the~~December ~~note~~31, ~~until~~2014 ~~the~~and ~~conversion~~2013, ~~date~~was $26,721 and $5,721, respectively.

~~F-15~~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 December 31, 2014 and 2013, the accrued interest was $11,503 and $1,003, respectively. The note matured on March 31, 2014 and now is in default.

~~Green~~On ~~Innovations~~November ~~Ltd~~10, 2014, Harmon, a director of the Company, requested that the Company convert his accrued compensation balance of $144,192 into a convertible note payable with 12% interest per annum, with a conversion feature of $0.009 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 $144,192 was recorded and ~~Subsidiaries~~will be accreted monthly from the issuance date of the note through maturity. As of December 31, 2014, the accrued interest was $2,465. The note matured on February 10, 2015 and now is in default.

~~Notes~~On toNovember ~~Consolidated~~20, ~~Financial~~2014, ~~Statements~~Harmon, a director of the Company, requested that the Company convert two temporary loans recorded as a payable of $24,000 into a convertible note payable with 12% interest per annum, with a conversion feature of $0.0075 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 $24,000 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of December 31, 2014, the accrued interest was $331. The note matured on January 20, 2015 and now is in default.

On December 31, ~~2013~~2014, Harmon, a director of the Company, requested that the Company convert his accrued compensation balance of $40,306 into a convertible note payable with 12% interest per annum, with a conversion feature of $0.0045 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 $40,306 was recorded and ~~2012~~will be accreted monthly from the issuance date of the note through maturity. As of December 31, 2014, the accrued interest was $13. The note matured on February 28, 2015 and now is in default.

On ~~May~~December 2031, ~~2013~~2014, the Company entered into a convertible promissory note ~~agreement~~with ~~for $105~~LBS,~~000~~ ~~with~~a ~~Evolution~~company ~~Capital,~~controlled ~~LLC~~by ~~(“Evolution”).~~Harmon, ~~The~~a ~~note~~director ~~has~~of anthe ~~interest~~company, ~~rate~~for of$85,000, 12% interest per annum, ~~and~~with isa ~~accrued~~conversion feature of $0.0045 ~~The~~per ~~note~~share, atthe closing price of the ~~holder’s~~prior ~~option~~day, isor ~~convertible~~a at40% discount of the ~~lesser~~average of ~~$0.54~~the orlowest ~~40%~~five closing prices from the date of the ~~average~~note 10until ~~days~~the ~~prior~~date toof conversion, whichever is lesser. A beneficial conversion feature of $~~105~~144,~~000~~192 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of ~~September~~December 3031, ~~2013~~2014, the accrued interest was $~~4,626~~28. The note ~~matures~~matured on February 2028, ~~2014.~~2015 ~~On November 26, 2013, the Company~~ and ~~Evolution~~now ~~entered~~is ~~into~~in ~~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~~default.

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, matures 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 June 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.F-22

OnNOTE ~~June~~5 7,– ~~2013,~~ACCRUED 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.LIABILITIES

~~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~~major ~~has~~components ~~an interest rate~~ of ~~10% per annum and is~~ accrued. ~~The~~expenses ~~note,~~are atsummarized 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 9). 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. 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. The discounts will be recorded as a loss. On February 20, 2014, the Company received $50,000 cash from Black Mountain under the provision in their note that provides, at Black Mountain’s option, the additional investment. An amendment to the convertible note was executed under the same terms and conditions. The note will be recorded as $55,000 which reflects the $5,000 in legal fees associated with the execution of the amendment (see Note 12).follows:

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 (see Note 12).

	December 31,
	2014		2013
Accrued Interest (a)	$	198,091	$	57,786
Accrued Other		657,438		3,268
Total Accrued Expense	$	855,529	$	61,054

(a) Related Party
- Accrued Interest	$	29,212	$	11,212

OnNOTE ~~October~~6 ~~24,~~– ~~2013,~~COMMITMENTS ~~the~~AND 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 17th 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 will be dismissing 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.CONTINGENCIES

~~F-16~~Legal Matters

~~Green~~From ~~Innovations~~time ~~Ltd~~to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. ~~and~~As ~~Subsidiaries~~of October 21, 2013, there were no pending or threatened lawsuits except as noted below.

~~Notes~~Ironridge toGlobal ~~Consolidated~~IV, ~~Financial Statements~~Ltd.

~~December~~On 31July 24, 2013, ~~and~~we ~~2012~~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.

OnUnder ~~November~~the 1,terms ~~2013,~~of ~~RJR~~the ~~Manufacturers’ Agent~~agreement, anIronridge ~~independent~~is ~~consultant~~prohibited offrom ~~the~~receiving ~~Company,~~any ~~requested~~shares ~~that~~of ~~the~~common ~~Company~~stock ~~convert~~that ~~its~~would ~~accrued~~cause ~~compensation~~it ~~balance~~to ofbe ~~$50,000~~deemed ~~into~~to abeneficially ~~convertible~~own ~~note~~more ~~payable~~than ~~with 12~~9.99% ~~interest~~of ~~per~~our ~~annum,~~total ~~with~~outstanding ashares ~~conversion~~at ~~feature~~any ofone $0time.14 ~~per~~Ironridge ~~share,~~received ~~the~~an ~~closing~~initial ~~price~~issuance of ~~the~~3,600,000 ~~prior~~common ~~day~~shares, or3,000,000 aon ~~40%~~September ~~discount~~25, of2013, ~~the~~4,200,000 ~~five~~on ~~lowest~~October ~~closing~~23, ~~prices~~2013, ~~from~~4,400,000 ~~the~~on ~~date~~December of16, ~~the~~2013, ~~note~~4,000,000 ~~until~~on ~~the~~January ~~date~~31, of2014, ~~conversion~~4,500,000 ~~whichever~~on isMarch ~~lesser.~~20, A2014, ~~beneficial~~2,500,000 ~~conversion~~on ~~feature~~May of20, ~~$50~~2014, 6,400,000 ~~was~~on ~~recorded~~August 12, 2014, and ~~will~~may be ~~accreted~~required ~~monthly~~to ~~from~~return ~~the~~issued ~~issuance~~or ~~date~~be ofentitled ~~the~~to ~~note~~receive ~~through~~additional ~~maturity. As of December 31~~shares, ~~2013,~~based on the ~~accrued~~calculation ~~interest~~summarized ~~was~~in ~~$1,003.~~the ~~The~~prior ~~note matures on March 31, 2014~~paragraph.

Convertible notes,
net of discounts	December 31, 2013									December 31, 2012
								Principal,						Principal,
			Put		Debt			net of				Put		net of
	Principal		Premium		Discounts			Discounts		Principal		Premium		Discounts
Bruce Harmon	$	50,000	$	-	$	-		$	50,000	$	-	$	-	$	-
Bruce Harmon	$	50,000		50,000		(30,000	)		70,000		-		-		-
Lakeport Business Services, Inc.		100,000		100,000		-			200,000		-		-		-
Total	$	200,000	$	150,000	$	(30,000	)	$	320,000	$	-	$	-	$	-

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.

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 December 31, 2013, the accrued interest was $4,488. 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 March 31, 2014. As a condition of the extension, the Company agreed to modify the conversion terms to a discount of 40% of the lowest five days prior to the conversion date.F-23

OnIn ~~July~~addition, 12for so long as Ironridge holds any shares, ~~2013~~it is prohibited from, ~~the~~among ~~Company~~other ~~entered~~actions: ~~into~~(1) avoting ~~convertible~~any ~~promissory~~shares ~~note~~of ~~agreement~~issuer ~~for~~common ~~$100~~stock owned or controlled by them,~~000~~ ~~with~~exercising ~~Bruce~~any ~~Harmon~~dissenter’s rights, anexecuting ~~officer~~or ~~and~~soliciting ~~director~~any ofproxies ~~the~~or ~~Company.~~seeking ~~The~~to ~~note~~advise ~~has~~or aninfluence ~~interest~~any ~~rate~~person with respect to any voting securities of ~~12%~~the ~~per~~issuer; ~~annum~~(2) ~~and~~engaging isor ~~accrued.~~participating ~~The~~in ~~note~~any ~~matures~~actions onor ~~October~~plans 12that relate to or would result in, ~~2013.~~among ~~The~~other ~~note~~things, at(a) ~~the~~acquiring ~~holder’s~~additional ~~option~~securities of the issuer, isalone ~~convertible~~or attogether ~~the~~with ~~lesser~~any ofother ~~$0.31~~person, ~~per~~which ~~share~~would result in them collectively beneficially owning or atcontrolling, aor ~~30%~~being ~~discount~~deemed to ~~market~~beneficially onown ~~the~~or ~~date~~control, ~~prior~~more tothan ~~conversion~~9.99% ~~The~~of ~~note~~the ~~was~~total ~~extended~~outstanding tocommon ~~December~~stock 31or other voting securities of the issuer, ~~2013.~~(b) Onan ~~January~~extraordinary 1corporate transaction such as a merger, ~~2014~~reorganization or liquidation, (c) a sale or transfer of a material amount of assets, (d) changes in the ~~note~~present ~~was~~board ~~extended~~of todirectors ~~March~~or 31management of the issuer, ~~2014.~~(e) Asmaterial achanges ~~condition~~in the capitalization or dividend policy of the ~~extension~~issuer, (f) any other material change in the ~~Company~~issuer’s ~~agreed~~business toor ~~modify~~corporate structure, (g) actions which may impede the ~~conversion~~acquisition ~~terms~~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 ~~discount~~class of ~~40%~~equity securities of the ~~lowest~~issuer ~~five~~to ~~days~~become ~~prior~~eligible for termination of registration; or (3) any actions similar to the ~~conversion date~~foregoing.

On ~~November~~July 125, 2013, ~~Harmon,~~we anissued ~~officer~~3,600,000 ~~and~~shares ~~director~~ of ~~the~~our ~~Company,~~common ~~requested~~stock ~~that~~to ~~the~~Ironridge. ~~Company~~The ~~convert~~issuance ~~his~~is ~~accrued~~exempt ~~compensation~~from ~~balance~~registration ofpursuant ~~$50,000~~to ~~into~~Section 3(a)(10) ~~convertible note payable with 12% interest per annum, with a conversion feature~~ of ~~$0.14 per share,~~ the ~~closing~~Securities ~~price~~Act of ~~the~~1933, ~~prior~~as ~~day~~amended, oras ~~a 40% discount of~~ the ~~average~~issuance of ~~the~~securities ~~lowest~~was ~~five~~in ~~closing~~exchange ~~prices~~for ~~from~~bona ~~the~~fide ~~date~~outstanding ofclaims, ~~the~~where ~~note until~~ the ~~date~~terms ofand ~~conversion,~~conditions ~~whichever is lesser. A beneficial conversion feature~~ of ~~$50,000~~such ~~was~~issuance ~~recorded~~were ~~and~~approved ~~will~~by bea ~~accreted~~court ~~monthly~~after ~~from~~a ~~the~~hearing ~~issuance~~upon ~~date of~~ the ~~note~~fairness ~~through maturity. As~~ of ~~December~~such ~~31,~~terms ~~2013,~~and ~~the accrued interest was $1,003~~conditions. ~~The note matures on March 31, 2014.~~

~~NOTE~~On 5September –25, ~~ACCRUED~~2013, ~~LIABILITIES~~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 ~~major~~issuance ~~components~~is exempt from registration pursuant to Section 3(a)(10) of ~~accrued~~the ~~expenses~~Securities ~~are~~Act ~~summarized~~of 1933, as ~~follows:~~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.

	December 31,
	2013		2012
Accrued Interest (a)	$	57,786	$	4,629
Accrued Payroll (a)		-		20,000
Accrued Other		3,268		25,041
Total Accrued Expense	$	61,054	$	49,670
(a) Related Party
- Accrued Interest	$	11,212	$	-
- Accrued Payroll	$	-	$	20,000

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.

~~F-17~~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.

~~Green~~On ~~Innovations~~March ~~Ltd~~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 ~~Subsidiaries~~conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions.

~~Notes~~On May 20, 2014, we issued 2,500,000 shares of our common stock to ~~Consolidated~~Ironridge. ~~Financial~~The ~~Statements~~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.

~~December~~On 31August 12, ~~2013~~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 ~~2012~~conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions.

~~NOTE~~On 6October –15, ~~COMMITMENTS~~2014, ~~AND~~John ~~CONTINGENCIES~~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. The Company 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 of Ironridge subsequently emailed the Company on the afternoon of October 30, 2014, stating, “Comply with the judgment, or face contempt.” The Company 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 between Ironridge and another public company involving the same stipulation terms, that the adjustment provisions in the stipulation are so convoluted and ambiguous that they are not enforceable. On November 19, 2014, the ex parte motion was heard by Department 44 of the California Superior Court, and after reviewing the settlement provisions and questioning the parties' attorneys regarding them, the court asked Ironridge's attorney whether any shares were currently due to Ironridge. Ironridge’s attorney specifically represented to the court that Company shares were not currently due to Ironridge, and affirmatively stated that Company shares “may never be due to Ironridge”--notwithstanding Mr. Coulston's email on October 29, 2014, and Mr. Kirkland's email on October 30, 2014. The court then denied the Company's motion for declaratory relief. The Company believes that Ironridge's attorney specifically responded to the court that no shares were due to Ironridge because he anticipated our motion being granted had he answered that shares were due to Ironridge. We intend to oppose any future Ironridge demand for additional Company shares as Ironridge is not entitled to any additional shares.

~~Legal Matters~~F-24

~~From~~Oasis ~~time to time~~Brands, ~~we may be involved in litigation relating to claims arising out of our operations in the normal course of business~~Inc. ~~As of October 21, 2013, there were no pending or threatened lawsuits except as noted below.~~

~~Ironridge~~On ~~Global~~October IV16, ~~Ltd~~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, Jeffrey Thurgood (“Thurgood”), the Company’s vice president of sales, and Sugiarto Kardiman (“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.

OnTCA ~~July 24, 2013, we entered into a stipulation for settlement of claims with Ironridge~~ Global ~~IV,~~Credit ~~Ltd.~~Master ~~(“Ironridge”)~~Fund, 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~~On ~~the~~February ~~terms~~3, of2014, the ~~agreement,~~Company ~~Ironridge~~and isits ~~prohibited~~subsidiary, ~~from~~Green ~~receiving~~Hygienics, ~~any~~Inc., ~~shares~~filed ofa ~~common~~Complaint ~~stock~~in ~~that~~the ~~would~~Circuit ~~cause~~Court ~~it to be deemed to beneficially own more than 9.99%~~ of ~~our~~the ~~total~~17th ~~outstanding~~Judicial ~~shares~~Circuit atin ~~any~~and ~~one~~for ~~time.~~Broward ~~Ironridge received an initial issuance of 3~~County,~~600,000~~ ~~common shares~~Florida, ~~3,000,000~~against onTCA ~~September~~Global ~~25,~~Credit ~~2013,~~Master 4Fund,~~200,000~~ onLP ~~October 23~~(“TCA”), ~~2013,~~regarding ~~and~~a ~~4,400,000~~dispute onamong ~~December~~the ~~16,~~parties ~~2013,~~about ~~and may be required to return or be entitled to receive shares, based on~~ the ~~calculation~~lock-box ~~summarized~~provisions inof the ~~prior~~Senior ~~paragraph.~~Secured ~~For~~Revolving ~~example,~~Credit ~~Ironridge~~Facility ~~would be entitled to approximately 10~~Agreement,~~922,864~~ ~~additional~~as ~~shares based on a $0~~amended.~~078~~ ~~per~~On ~~share~~March ~~closing price of our common stock on December 31~~17, ~~2013~~2014, ~~and~~the ~~that~~Company ~~there~~settled ~~are~~with ~~26,249,158~~TCA ~~shares of common stock issued~~ and ~~outstanding~~subsequently asdismissed ofthe ~~December~~Complaint ~~31,~~without ~~2013, and ignoring the 9~~prejudice.~~99% limitation.~~

~~Ironridge~~CH isRobinson ~~prohibited from holding any short position in our common stock~~Worldwide, ~~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~~Inc.

InOn ~~addition,~~March ~~for so long as Ironridge holds any shares~~23, ~~it is prohibited from~~2015, ~~among~~the ~~other actions: (1) voting any shares of issuer common stock owned or controlled by them, exercising any dissenter~~Company’s ~~rights~~subsidiary, ~~executing~~Green 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 inHygienics, ~~among other things~~Inc., ~~(a)~~was ~~acquiring~~served ~~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,~~Complaint ~~reorganization~~and orSummons ~~liquidation,~~filed ~~(c) a sale or transfer of a material amount of assets, (d) changes~~ in the ~~present~~Fourth ~~board~~Judicial ofDistrict ~~directors~~Court ~~or management of the issuer, (e) material changes~~ in ~~the~~and ~~capitalization~~for orHennepin ~~dividend policy of the issuer~~County, ~~(f) any other material change in the issuer’s business or corporate structure~~Minnesota, ~~(g) actions which may impede the acquisition of control of the issuer~~ by ~~any~~CH ~~person~~Robinson orWorldwide, ~~entity~~Inc., ~~(h)~~related ~~causing a class of securities of the issuer~~ to beapproximately ~~delisted~~$24,352.94 ~~(i)~~in ~~causing~~unpaid alogistics ~~class~~services ofinvoices. ~~equity~~The ~~securities~~Company ofis ~~the~~currently ~~issuer~~in todiscussions ~~become~~with ~~eligible~~opposing ~~for~~counsel ~~termination~~regarding ~~of registration; or (3) any actions similar to~~ the ~~foregoing~~same.

OnLease July 25, 2013, we issued 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.Commitment

OnThe ~~September~~Company ~~25,~~had ~~2013,~~an weoffice ~~issued~~lease 3agreement for approximately 1,000~~,000~~ ~~shares~~square offeet ~~our~~in ~~common~~Cape ~~stock~~Coral, Florida pursuant to ~~Ironridge.~~a ~~The~~lease ~~issuance~~that iswill ~~exempt~~expire ~~from~~on ~~registration~~May ~~pursuant~~31, to2015. ~~Section~~Due 3(to a~~)(10)~~ change in ownership of the ~~Securities~~building, ~~Act~~the ofCompany ~~1933~~took an opt out option on February 28, as2014. ~~amended~~On March 1, as2014, the ~~issuance~~Company ofleased ~~securities~~approximately ~~was~~1,542 square feet in ~~exchange~~Cape ~~for~~Coral, ~~bona~~Florida ~~fide~~pursuant ~~outstanding~~to ~~claims~~a lease that will expire on February 28, ~~where~~2019. ~~the~~This ~~terms~~facility ~~and~~serves ~~conditions~~as ofour ~~such~~corporate ~~issuance~~headquarters. ~~were~~The ~~approved~~Company byentered into a ~~court~~one ~~after~~year awarehouse ~~hearing~~agreement ~~upon~~starting ~~the~~on ~~fairness~~November of1, ~~such~~2013 ~~terms~~in ~~and~~Ontario, ~~conditions~~California with approximately 50,000 square feet. The warehouse lease expires on October 31, 2016.

OnFuture ~~October~~minimum ~~23,~~lease ~~2013,~~payments weunder ~~issued~~these ~~4,200,000~~leases ~~shares~~are ~~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 7, 8 and 10.follows:

2015	$	233,009
2016		201,178
2017		14,868
2018		14,868
2019		3,304
2020		-
Total	$	467,227

OnRent ~~January~~expense ~~31,~~for ~~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~~years ~~Act~~ended ofDecember ~~1933~~31, as2014 ~~amended,~~and as2013 ~~the issuance of securities~~ was ~~in exchange for bona fide outstanding claims~~$336,054 ~~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 7~~$21,439, ~~8 and 10~~respectively.

F-1825

~~Green Innovations Ltd. and Subsidiaries~~Other

~~Notes~~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 ~~Consolidated~~acquire ~~Financial~~certain ~~Statements~~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 3 and 9). 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 3 and 9).

~~December~~On 31April 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 9). 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 3 and ~~2012~~9).

~~Oasis~~On ~~Brands~~May 16, ~~Inc~~2013, the Company engaged Brunson Chandler & Jones, PLLC (“BCJ”) as its legal counsel. The engagement is for one year and 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 ~~October~~July 1626, 2013, the Company ~~received~~engaged aRedChip ~~letter from the attorneys for Oasis Brands~~Companies, Inc. (“~~Oasis Brands~~RedChip”), a ~~competitor~~public ~~of the Company~~ and ~~the~~investor ~~former~~relations ~~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~~firm. ~~The~~As ~~letter~~part ~~alleges infringement~~ of ~~Oasis Brands’ intellectual property, specifically, their trademark “Fiora.” The letter further requests a cease and desist on~~ the ~~Company’s~~eight ~~trademark,~~month ~~“Flora~~agreement,” ~~as issued by~~ the ~~United States Patent and Trademark Office. Oasis Brands has threaten a lawsuit if the~~ Company ~~does~~is ~~not~~obligated ~~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~~monthly infee ~~Italy~~of ~~whereas “Flora” is the Spanish word for “flower~~$8,000.” ~~Oasis~~On ~~Brands~~February ~~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~~7, ~~in an effort to avoid confrontation~~2014, ~~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~~terminated ~~that this incident is related to Oasis Brands concern over~~ the ~~influence~~agreement ~~the~~with ~~former key members of Oasis Brands will have for the Company~~RedChip. ~~On December 27, 2013, Oasis Brands filed a Notice of Voluntary Dismissal Without Prejudice of Complaint.~~

~~TCA~~In ~~Global~~November ~~Credit~~2014, ~~Master~~the ~~Fund~~short-haul truckers at the Los Angeles – Long Beach port in California, LPthe port utilized by the Company, went on strike. The strike was called against two of the big firms that hire them to serve the port, where they take loads away from the docks to inland warehouses. This strike, which is at the largest port in the United States (almost 40% of all imports into the United States are shipped through Long Beach and Los Angeles), has affected retailers’ stocking and delivery plans, which also affects the Company, its inventory levels, the deliveries to the customers of the Company, and ultimately, has had a negative effect on the Company’s financials. The strike was settled in the first quarter of 2015 and is projected to have operations at the port back to normal by the end of the second quarter of 2015. The lasting effect on the Company, due to the strike, will take time for the Company to overcome the damages caused by the delays in getting inventory unloaded at the port and shipped to our customers.

OnNOTE ~~February~~7 3,– ~~2014,~~RELATED the Company and its subsidiary, Green Hygienics, Inc., filed a Complaint in the Circuit Court of the 17th 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 will be dismissing the Complaint without prejudice.PARTIES

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

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.

	December 31,
	2014				2013
	Accounts		Accrued		Accounts		Accrued
	Payable		Expenses		Payable		Expenses
Bruce Harmon	$	15,749	$	51,212	$	20,769	$	-
Jeffrey Thurgood (1) (4)		10,116		9,317		-		-
Sugiarto Kardiman (1) (3)		46,284		-		-		-
Philip Rundle (2)		-		-		11,184		-
Total	$	72,149	$	60,529	$	31,953	$	-

~~F-19~~__________________

~~Green~~(1) ~~Innovations~~Was ~~Ltd.~~not ~~and~~an ~~Subsidiaries~~officer at December 31, 2013 therefore balances not reflected.

~~Notes~~(2) toResigned ~~Consolidated~~in ~~Financial~~July ~~Statements~~2014.

~~December~~(3) ~~31,~~Resigned ~~2013~~on ~~and~~January ~~2012~~31, 2015.

~~Future~~(4) ~~minimum~~On ~~lease~~April ~~payments~~8, ~~under~~2015, ~~these~~Mr. ~~leases~~Thurgood ~~are~~notified asthe ~~follows:~~Company that he was resigning effective April 13, 2015.

2014	$	208,779
2015		235,557
2016		242,068
2017		18,504
2018		18,504
2019		3,084
Total	$	726,496

F-26

~~Rent~~Bruce ~~expense~~Harmon ~~for~~(“Harmon”), ~~the~~Interim ~~years~~CFO ~~ended~~and ~~December~~Chairman 31of the Company, ~~2013~~has payables and ~~2012~~accruals ~~was~~due to him of $2166,~~439~~961 and $~~309~~20,769 as of December 31, 2014 and 2013, respectively.

~~Other~~Thurgood, CEO of the Company, has payables due to him of $19,433 and $3,197, as of December 31, 2014 and 2013 (was not an officer in 2013), respectively.

~~On April 4~~Kardiman, ~~2013,~~former ~~Green~~CFO 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 9). As a condition of the acquisition~~, ~~the~~has ~~Company~~payables ~~guaranteed~~due ~~that the 10-day volume weighted average price on the date six months after closing~~ to behim ~~at least $1.20. The Company will be obligated to issue additional shares~~ of ~~restricted common stock should the price be below~~ $~~1.20.~~46,284 ~~The~~and ~~Company was obligated to issue additional shares of restricted common stock should the price be below~~ $~~1.20. On October 4~~27, ~~2013~~991, ~~the~~as ~~common stock~~ of ~~the~~December ~~Company was $0.18 therefore~~31, on2014 ~~October~~and 7, 2013 ~~an additional 1,700,000 shares of restricted stock were issued~~ (~~see~~was ~~Notes~~not 2an ~~and~~officer 10in 2013), respectively.

OnPhilip ~~April~~Rundle ~~4, 2013, Green Hygienics contracted to acquire certain assets via an asset purchase agreement~~ (“~~APA~~Rundle”) ~~with Clearly Herbal International Ltd.~~, aformer ~~British~~CEO ~~Virgin~~and ~~Islands~~Director 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 9). As a condition of the acquisition~~, ~~the~~has ~~Company~~payables ~~guaranteed~~due ~~that the 10-day volume weighted average price on the date six months after closing~~ to behim ~~at least $1.20. The Company will be obligated to issue additional shares~~ of ~~restricted common stock should the price be below~~ $~~1.20.~~0 ~~The~~and ~~Company was obligated to issue additional shares of restricted common stock should the price be below~~ $~~1.20. On October 4~~11, ~~2013~~184, ~~the~~as ~~common stock~~ of ~~the~~December ~~Company was $0.18 therefore~~31, on2014 ~~October~~(he 7,had ~~2013~~resigned anin ~~additional~~July ~~1,133,333~~2014) ~~shares of restricted stock were issued (see Notes 2~~ and ~~10)~~2013, respectively.

On ~~May~~September 1626, ~~2013~~2012, with the ~~Company~~acquisition ~~engaged~~of ~~Brunson~~Green ~~Chandler~~Hygienics &by ~~Jones~~Green Innovations, ~~PLLC~~Harmon ~~(“BCJ”)~~was asissued ~~its legal counsel. The engagement is for one year and requires a monthly payment of $6~~49,500,000 ~~beginning~~shares ~~June 1, 2013,~~ of ~~which~~common ~~a minimum of $1,000~~ in ~~cash~~exchange isfor ~~payable with~~ the ~~remaining~~common ~~portion~~stock ~~payable~~of inGreen ~~cash or common stock~~Hygienics.

On ~~July~~November 2619, ~~2013~~2012, ~~the Company engaged RedChip Companies, Inc. (“RedChip”),~~ a ~~public~~subsidiary ~~and investor relations firm. As part~~ of the ~~eight~~Company ~~month agreement~~acquired, ~~the~~via ~~Company~~an isAPA, ~~obligated~~certain ~~for~~assets afrom ~~monthly~~SBI-TX, ~~fee~~from ~~of $8,000~~W. OnRay ~~February~~(“Tray”) 7Harrison, ~~2014~~Jr. (“Harrison”), ~~the~~a ~~Company~~former ~~terminated~~employee ~~the~~of ~~agreement~~Green ~~with~~Hygienics ~~RedChip~~(see Note 3).

~~NOTE~~On February 7, –2013, ~~RELATED~~the ~~PARTIES~~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 9).

~~Bruce~~On ~~Harmon~~April ~~(“Harmon”)~~4, ~~CFO~~2013, ~~and~~Harmon ~~Chairman~~converted ofaccrued ~~the~~compensation ~~Company,~~into ~~has~~a ~~payables~~convertible ~~and~~note ~~accruals~~payable ~~due~~for ~~to him of~~ $2750,~~671~~000 ~~and~~(see ~~$21,084,~~Note ~~as of December 31, 2013 and December 31, 2012, respectively~~4).

~~Philip~~On ~~Rundle~~April ~~(“Rundle”)~~15, ~~CEO~~2013, ~~and Director of~~ the Company issued 300,000 ~~has~~shares ~~payables~~of ~~due~~common stock to ~~him~~Rundle of(see ~~$1,184~~Note 9) as part of ~~December~~his ~~31,~~employment ~~2013~~agreement.

On ~~September~~May 2616, ~~2012~~2013, ~~with~~ the ~~acquisition~~Company ofamended ~~Green~~the ~~Hygienics~~agreement bywith ~~Green Innovations,~~ Harmon ~~was~~to ~~issued~~issue ~~49,500,000~~ shares ofequal ~~common~~to ~~in exchange for~~ the ~~common~~contractual ~~stock~~obligation ofto ~~Green~~Rundle’s ~~Hygienics~~employment agreement. OnHarmon ~~February~~was ~~17,~~issued ~~2013~~300, ~~Harmon cancelled 45,~~000~~,000~~ shares ofat ~~common~~a ~~stock~~value inof ~~exchange for 5~~$168,000~~,000~~ ~~shares~~or of$0.56 ~~Series~~per Ashare ~~preferred stock~~ (see Note 9).

On ~~November~~May 1931, ~~2012~~2013, athe ~~subsidiary~~Company ofentered ~~the~~into ~~Company~~a ~~acquired,~~Licensing ~~via~~Agreement anwith ~~APA,~~Tauriga ~~certain~~(see ~~assets~~Note ~~from~~3). ~~SBI-TX~~Harmon, ~~from~~the W.Chairman ~~Ray~~of ~~(“Tray”)~~the ~~Harrison~~Company, ~~Jr.~~is ~~(“Harrison”),~~also athe former ~~employee~~CFO of ~~Green Hygienics~~Tauriga.

On ~~February~~July 79, 2013, ~~the~~W. ~~Company~~Ray ~~and~~Harrison, ~~Harmon~~Jr., ~~executed~~ a ~~Share~~former ~~Cancellation~~employee /of ~~Exchange~~the /Company, ~~Return~~exercised tohis ~~Treasury~~500,000 ~~Agreement.~~warrants ~~Harmon~~for ~~returned~~common tostock on a cashless basis using the ~~Company~~prior ~~45,000,000~~day’s ~~shares~~closing price of ~~common~~$0.3378 ~~stock~~thereby ina ~~exchange~~forfeiture ~~for~~of 514,~~000,000~~801 shares with an issuance of ~~Series~~485,199 Ashares ~~preferred~~of common stock. ~~The~~(see ~~common~~Note ~~shares~~3 ~~were~~and ~~cancelled~~9).

~~F-20~~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 9).

~~Green~~On ~~Innovations~~July ~~Ltd.~~12, ~~and~~2013, ~~Subsidiaries~~Harmon loaned the Company $100,000 in the form of a convertible note.

~~Notes~~On toAugust ~~Consolidated~~16, ~~Financial~~2013, ~~Statements~~the Company issued Bruce Harmon, the Company’s CFO, 300,000 shares of common stock as compensation for services (see Note 9).

~~December~~On 31September 5, 2013, ~~and~~the ~~2012~~Company issued Thurgood, the Company’s Vice President of Sales, 250,000 shares of common stock as compensation for services (see Note 9).

On ~~April~~September 45, 2013, ~~Harmon~~the ~~converted~~Company ~~accrued~~issued ~~compensation~~Determinaction ~~into~~Business aAdvisory ~~convertible~~(“DBA”) ~~note~~300,000 ~~payable~~shares of common stock, as compensation for ~~$50~~services. Kardiman,~~000~~ the owner of DBA, was serving as the Company’s Controller until June 16, 2014 when he became the CFO (see Note 49).

On ~~April~~September 410, 2013, ~~Yogesh Parmar (“Y. Parmar”), a former member of~~ the ~~Advisory~~Company ~~Board,~~issued ~~purchased~~Rundle ~~100~~300,000 shares of common stock atas a ~~discounted~~condition ~~price~~ of ~~$0.54~~his ~~per~~employment ~~share~~agreement ~~for $50,000~~ (see Note 9).

On ~~April~~September 1510, 2013, the Company issued Harmon 300,000 shares of common stock ~~to Rundle (see Note 9)~~ as ~~part~~a condition of his employment agreement (see Note 9).

On ~~May~~November 81, 2013, ~~Nilesh~~the ~~Parmar~~Company ~~(“N.~~issued ~~Parmar”)~~1,111,111 aoptions ~~co-owner~~for ofcommon ~~American~~stock ~~Hygienics~~to ~~Corporation,~~Bruce aHarmon ~~supplier~~pursuant to the ~~Company,~~renewal ~~purchased 125,000 shares~~ of ~~common~~his ~~stock~~employment atagreement. aThe ~~discounted~~options ~~price~~were ofvalued ~~$0.40~~at ~~per share for~~ $50150,000 (see Note 9).

~~On May 8, 2013, Kalpesh Parmar (“K. Parmar”), a former member of the Advisory Board and co~~F-~~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 9).~~27

On ~~May~~November 161, 2013, the Company ~~amended~~issued ~~the~~15,000 ~~agreement~~shares ~~with~~of ~~Harmon~~common stock to ~~issue~~Charles ~~shares~~Andrews ~~equal~~(“Andrews”), toa member of the ~~contractual~~Board ~~obligation~~of toDirectors ~~Rundle’s~~of ~~employment~~the ~~agreement~~Company. ~~Harmon~~The ~~was~~shares ~~issued~~were ~~300,000~~valued ~~shares~~ at ~~a value of~~ $~~168~~2,~~000~~100 ~~or $0.56 per share~~ (see Note 9).

On ~~May~~November 311, 2013, ~~the~~Harmon ~~Company~~converted ~~entered~~accrued compensation into a ~~Licensing~~convertible ~~Agreement~~note ~~with~~payable ~~Tauriga~~for $50,000 (see Note 24). ~~Harmon, the CFO and Chairman of the Company, is also the former CFO of Tauriga.~~

On ~~June~~April 181, ~~2013~~2014, the Company issued 621,~~500~~111,111 ~~shares~~options orfor ~~12,500~~common ~~each,~~stock to ~~its~~Philip ~~Advisory~~Rundle ~~Board,~~pursuant ~~Perfetti,~~to Y.the ~~Parmar,~~renewal K.of ~~Parmar,~~his ~~Sandberg,~~employment ~~and DeFilippo~~agreement. The ~~shares~~options were valued ~~collectively~~ at $28111,~~750.~~111 ~~See~~(see Note 9).

On ~~July~~April 1230, ~~2013~~2014, ~~the~~Harmon ~~Company~~exchanged ~~entered~~250,000 ~~into~~shares aof ~~convertible~~Series ~~promissory~~A ~~note~~Preferred Stock for ~~$100~~250,000 ~~with~~shares ~~Harmon~~of Series B Preferred Stock (see Note 49).

On July 930, ~~2013~~2014, ~~W. Ray Harrison, Jr., a former employee of~~ the Company, ~~exercised~~issued ~~his 500~~100,000 ~~warrants~~shares ~~for~~of common stock onto aAndrews ~~cashless~~for ~~basis~~his ~~using~~services for the ~~prior~~quarter ~~day’s~~as ~~closing price of $0.3378 thereby~~ a ~~forfeiture~~director of(see ~~14,801~~Note ~~shares~~9). ~~with~~The ~~an issuance of 485,199~~ shares ofwere ~~common~~recognized ~~stock~~as ~~(see~~an ~~Note~~expense ~~2 and 9)~~accordingly.

On ~~July~~November 1210, ~~2013~~2014, W.Harmon ~~Ray~~converted ~~Harrison,~~accrued ~~Jr.,~~compensation into a ~~former~~convertible ~~employee~~note ofpayable ~~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~~144,~~196~~192 ~~shares with an issuance of 241,804 shares of common stock~~ (see Note 94).

On ~~July~~November 1220, ~~2013~~2014, Harmon ~~loaned~~converted ~~the~~accounts ~~Company~~payable of $~~100~~26,000 inrelated to working capital loaned to the ~~form~~Company ofinto a convertible note payable (see Note 4).

On ~~August~~December 1631, ~~2013~~2014, ~~the Company issued Bruce~~ Harmon, ~~the~~converted ~~Company’s~~accrued ~~CFO,~~compensation ~~300,000~~into ~~shares~~a ofconvertible ~~common~~note ~~stock~~payable ~~as compensation~~ for ~~services~~$40,306 (see Note 94).

On ~~September~~December 531, ~~2013~~2014, the Company ~~issued~~received ~~Jeff~~a ~~Thurgood~~loan of $85,000 ~~the~~from ~~Company’s~~LBS, ~~Vice~~a ~~President~~company ofowned ~~Sales,~~by ~~250~~Harmon,~~000~~ ~~shares~~and ofissued ~~common~~a ~~stock~~convertible asnote ~~compensation~~payable ~~for services~~ (see Note 9).

On ~~September~~December 531, ~~2013~~2014, the Company issued ~~Determinaction Business Advisory (“DBA”) 300~~2,000,000 shares of common stock, asto ~~compensation~~Andrews, ~~for~~our ~~services.~~independent ~~Awie~~director ~~Kardiman,~~(see ~~the~~Note ~~owner~~9). ofThe ~~DBA,~~shares ~~serves~~were asvalued ~~the~~at ~~Company’s Controller~~$0.0036 ~~See~~per ~~Note~~share 9or $7,200.

On ~~September~~December 1031, ~~2013~~2014, the Company issued ~~Rundle 300~~2,000,000 shares of common stock asto aThurgood, ~~condition~~our ofchief ~~his~~executive ~~employment~~officer ~~agreement.~~(see ~~See~~ Note 9). The shares were valued at $0.0036 per share or $7,200.

On ~~September~~December 1031, ~~2013~~2014, the Company issued ~~Harmon 300~~2,000,000 shares of common stock asto aHarmon, ~~condition~~our ofdirector ~~his~~(see ~~employment~~Note ~~agreement~~9). ~~See~~The ~~Note~~shares 9were valued at $0.0036 per share or $7,200.

On ~~October~~December 731, ~~2013~~2014, the Company issued 622,~~500~~000,000 shares orof ~~12,500~~common ~~each,~~stock to ~~its Advisory Board~~Kardiman, ~~Perfetti,~~our Y.chief ~~Parmar,~~financial K.officer ~~Parmar,~~(see ~~Sandberg,~~Note ~~and DeFilippo~~9). The shares were valued ~~collectively~~ at $~~14,375~~0.0036 ~~See~~per ~~Note~~share 9or $7,200.

OnNOTE ~~October~~8 ~~15,~~– ~~2013,~~AMOUNTS ~~the~~PAYABLE ~~Company~~IN ~~issued~~COMMON ~~12,500~~STOCK ~~shares~~AND toDERIVATIVE ~~Hilton Kahn, a new member of the Company’s Advisory Board. The shares were valued at $2,250. See Note 9.~~LIABILITY

On July 1224, 2013, ~~Harmon~~we ~~loaned~~entered ~~the~~into ~~Company~~a stipulation for settlement of claims with Ironridge, pursuant to which we resolved $~~100~~2,~~000~~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 ~~form~~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 ~~convertible~~period ~~note~~equal ~~(see~~to ~~Note~~that 4)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.

OnUnder ~~November~~the 1terms 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, ~~the~~4,200,000 ~~Company~~on ~~issued~~October 123,~~111~~ 2013,~~111~~ ~~options~~4,400,000 ~~for~~on ~~common~~December ~~stock~~16, 2013, 4,000,000 on February 4, 2014, 4,500,000 on March 20, 2014, 2,500,000 on May 20, 2014, 6,400,000 on August 12, 2014 (see Note 9), and may be required to ~~Bruce~~return ~~Harmon~~issued ~~pursuant~~or be entitled to receive additional shares, based on the ~~renewal~~calculation ofsummarized ~~his~~in ~~employment~~the ~~agreement~~prior paragraph. ~~The~~For ~~options~~example, ~~were~~Ironridge ~~valued~~has atclaimed ~~$150~~it is entitled to approximately 27,~~000~~728,084,090 additional shares, ignoring the 9.99% ~~See~~limitation. We disagree (see Note 96).

F-2128

~~Green~~Ironridge ~~Innovations~~is ~~Ltd.~~prohibited from holding any short position in our common stock, and ~~Subsidiaries~~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.

~~Notes~~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 ~~Consolidated~~advise ~~Financial~~or ~~Statements~~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.

~~December~~On 31or about July 25, 2013, we issued 3,600,000 shares of our common stock to Ironridge (see Note 9). 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 ~~2012~~conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions.

On ~~November~~September 125, 2013, ~~the~~we ~~Company~~ issued 153,000,000 shares of our common stock to ~~Charles~~Ironridge ~~Andrews,~~(see aNote ~~member~~9). The issuance is exempt from registration pursuant to Section 3(a)(10) of the ~~Board~~Securities Act of ~~Directors~~1933, as amended, as the issuance of securities was in exchange for bona fide outstanding claims, where the ~~Company.~~terms ~~The~~and ~~shares~~conditions of such issuance were ~~valued~~approved atby ~~$2,100.~~a ~~See~~court ~~Note~~after 9a hearing upon the fairness of such terms and conditions.

OnAs ~~November~~of 1September 30, 2013, ~~Harmon~~Ironridge ~~converted~~has ~~accrued~~one ~~compensation~~additional ~~into~~funding aof ~~convertible~~$506,239 ~~note~~to ~~payable~~be ~~for~~made on or about October 30, 2013. As of September 30, 2013, $502,114,798 has been funded and 6,600,000 ~~(see~~shares of common stock have been issued. The Company incurred $105,740 in fees associated with this transaction. The Company recorded $1,135,978 as amounts payable in common stock and $417,027 as a derivative liability. See Note 4)9.

~~NOTE~~On 8October –23, ~~AMOUNTS~~2013, ~~PAYABLE~~we INissued ~~COMMON~~4,200,000 ~~STOCK~~shares ~~AND~~of ~~DERIVATIVE~~our ~~LIABILITY~~common stock to Ironridge (see Note 9). 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 ~~July~~December 2416, 2013, we ~~entered~~issued ~~into a stipulation for settlement of claims with Ironridge~~4, ~~pursuant to which we resolved $2~~400,~~621,037~~000 shares of our ~~accounts~~common ~~payable~~stock ~~that~~to Ironridge ~~had~~(see ~~agreed~~Note ~~to purchase from our creditors in exchange for payment in full in cash~~9). ~~Pursuant~~The toissuance anis ~~order~~exempt ~~approving stipulation for settlement of claims that we jointly requested~~ from ~~the~~registration ~~Los~~pursuant ~~Angeles, California Superior Court, we agreed~~ to ~~issue~~Section to3(a)(10) ~~Ironridge shares~~ of ~~our~~the ~~common~~Securities ~~stock~~Act ~~with an aggregate value equal to 105%~~ of ~~the~~1933, ~~claim~~as ~~amount plus reasonable attorney fees~~amended, ~~divided~~as bythe ~~80%~~issuance of ~~the~~securities ~~following:~~was ~~the~~in ~~closing~~exchange ~~price~~for ofbona ~~our~~fide ~~stock~~outstanding ~~on July 24~~claims, ~~2013,~~where ~~not to exceed~~ the ~~arithmetic~~terms ~~average~~and ofconditions ~~the volume weighted average prices~~ of ~~any~~such ~~five~~issuance ~~trading~~were ~~days~~approved ~~during~~by a ~~period~~court ~~equal~~after toa ~~that~~hearing ~~number~~upon ~~of consecutive trading days following~~ the ~~date~~fairness of ~~initial~~such ~~receipt~~terms ofand ~~shares required for the aggregate trading volume, excluding after-hours trades, to exceed $25 million, less $0~~conditions.~~01 per share, as reported by the Bloomberg Professional service of Bloomberg LP.~~

~~Under~~On ~~the~~January ~~terms~~31, ~~of the agreement~~2014, ~~Ironridge~~we isissued ~~prohibited~~4,000,000 ~~from receiving any~~ shares of our common stock ~~that would cause it~~ to beIronridge ~~deemed~~(see toNote ~~beneficially own more than~~ 9).~~99%~~ ofThe ~~our~~issuance ~~total~~is ~~outstanding~~exempt ~~shares~~from atregistration ~~any~~pursuant ~~one~~to ~~time.~~Section ~~Ironridge~~3(a)(10) ~~received~~of anthe ~~initial~~Securities ~~issuance~~Act of 31933,~~600,000~~ ~~common~~as ~~shares~~amended, ~~3,000,000~~as onthe ~~September~~issuance ~~25,~~of ~~2013,~~securities ~~4,200,000~~was onin ~~October~~exchange ~~23,~~for ~~2013,~~bona ~~and~~fide ~~4,400,000~~outstanding ~~on December 16~~claims, ~~2013,~~where ~~and may be required to return or be entitled to receive shares, based on~~ the ~~calculation~~terms ~~summarized~~and inconditions ~~the~~of ~~prior~~such ~~paragraph.~~issuance ~~For~~were ~~example,~~approved ~~Ironridge~~by ~~would~~a becourt ~~entitled~~after ~~to approximately 10,922,864 additional shares based on~~ a ~~$0.078~~hearing ~~per~~upon ~~share~~the ~~closing~~fairness ~~price~~ of ~~our~~such ~~common~~terms ~~stock on December 31, 2013,~~ and ~~that there are 26,249,158 shares of common stock issued and outstanding as of December 31, 2013, and ignoring the 9~~conditions.~~99% limitation.~~

~~Ironridge~~On isMarch ~~prohibited~~20, ~~from~~2014, ~~holding~~we ~~any~~issued ~~short~~4,500,000 ~~position~~shares inof our common stock, ~~and~~to ~~may~~Ironridge ~~not~~(see Note 9). The issuance is exempt from registration pursuant to ~~engage~~Section in3(a)(10) orof ~~effect,~~the ~~directly~~Securities orAct ~~indirectly~~of 1933, ~~any~~as ~~short~~amended, ~~sale~~as ~~until~~the atissuance ~~least~~of ~~180~~securities ~~days~~was ~~after~~in exchange for bona fide outstanding claims, where the ~~end~~terms and conditions of such issuance were approved by a court after a hearing upon the ~~calculation~~fairness ~~period~~of ~~described~~such ~~above~~terms and conditions.

InOn ~~addition~~May 20, ~~for so long as Ironridge holds any shares~~2014, itwe isissued ~~prohibited from~~2,500,000 ~~among other actions: (1) voting any~~ shares of ~~issuer~~our common stock ~~owned or controlled by them, exercising any dissenter’s rights, executing or soliciting any proxies or seeking~~ to ~~advise~~Ironridge or(see ~~influence~~Note ~~any person with respect to any voting securities of the issuer; (2~~9). ~~engaging~~The orissuance ~~participating~~is inexempt ~~any~~from ~~actions~~registration orpursuant ~~plans that relate~~ to orSection ~~would result in, among other things,~~ 3(a)(10) ~~acquiring additional securities~~ of the ~~issuer,~~Securities ~~alone~~Act ~~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~~1933, ~~(b) an extraordinary corporate transaction such~~ as ~~a merger~~amended, ~~reorganization~~as ~~or liquidation, (c) a sale or transfer of a material amount of assets, (d) changes in~~ the ~~present~~issuance ~~board~~ of ~~directors~~securities orwas ~~management of the issuer, (e) material changes~~ in ~~the~~exchange ~~capitalization~~for orbona ~~dividend~~fide ~~policy~~outstanding ~~of the issuer~~claims, ~~(f)~~where ~~any other material change in~~ the ~~issuer’s~~terms ~~business~~and orconditions ~~corporate structure, (g) actions which may impede the acquisition~~ of ~~control~~such ofissuance ~~the~~were ~~issuer~~approved by ~~any person or entity, (h) causing~~ a ~~class~~court ofafter ~~securities of the issuer to be delisted, (i) causing~~ a ~~class~~hearing ofupon ~~equity securities of~~ the ~~issuer~~fairness ~~to become eligible for termination~~ of ~~registration;~~such orterms ~~(3)~~and ~~any actions similar to the foregoing~~conditions.

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.F-29

On ~~September~~August 2512, ~~2013~~2014, we issued 36,~~000~~400,000 shares of our common stock to Ironridge (see Note 9). 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.

AsOn ofOctober ~~September 30~~15, ~~2013~~2014, Ironridge ~~has~~claimed ~~one~~it ~~additional~~was ~~funding~~owed 27,728,084,090 shares of ~~$506,239~~our tocommon bestock. ~~made~~While onwe ordisagree ~~about~~and ~~October~~intend ~~30,~~to ~~2013.~~oppose Asany future issuance of ~~September~~our ~~30,~~shares ~~2013,~~to $2Ironridge (see Note 6),~~114,798~~ ~~has~~we ~~been~~have ~~funded~~reflected ~~and~~such 627,~~600~~728,~~000~~084,090 shares of common stock ~~have~~as ~~been issued. The Company incurred $105~~issuable,~~740~~ ineven ~~fees~~though ~~associated~~we ~~with~~are ~~this~~only ~~transaction.~~authorized ~~The~~to ~~Company~~issue ~~has recorded $1~~150,~~135~~000,~~978~~000 asshares ~~amounts~~of ~~payable in~~ common stock and ~~$417~~the 27,~~027~~728,084,090 asshares aare ~~derivative~~not ~~liability.~~issued ~~See~~or ~~Notes 4 and 9~~outstanding.

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. See Notes 4 and 9.

	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

Change		-			-

December 31, 2014	$	2,776,068		$	2,776,068

~~F-22~~The balances for the Amounts Payable in Common Stock and Derivative Liability accounts, as of December 31, 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.

~~Green Innovations Ltd. and Subsidiaries~~F-30

~~Notes~~NOTE to9 ~~Consolidated~~– ~~Financial~~STOCKHOLDERS’ ~~Statements~~EQUITY

~~December~~Preferred ~~31, 2013 and 2012~~Stock

The Company authorized 50,000,000 shares of preferred stock with a par value of $0.0001. On ~~December~~November 167, ~~2013~~2012, wethe ~~issued~~Company’s 4Board 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,~~400~~ 2012. The Certificate of Designation created 5,000,000 shares of ~~our~~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 ~~Ironridge~~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. ~~The~~Each ~~issuance~~share of Series A Preferred Stock is ~~exempt~~convertible, ~~from~~at ~~registration~~the ~~pursuant~~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 ~~Section~~certain 3officers 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 (~~a)(~~10) votes on all matters submitted to a vote of the ~~Securities~~stockholders ~~Act~~of the Company (“Enhanced Voting Rights”). Upon the liquidation, dissolution or winding up of ~~1933~~the Company, asthe ~~amended~~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, asfollowing the issuance of ~~securities~~shares ~~was~~of inSeries ~~exchange~~A ~~for~~Preferred ~~bona~~Stock, ~~fide~~the ~~outstanding~~holders ~~claims~~of the Series A Preferred Stock may be able to exercise voting control over the Company. In such case, ~~where~~the holders of the ~~terms~~Series A Preferred Stock may gain the ability to control the outcome of corporate actions requiring stockholder approval, including mergers and ~~conditions~~other changes of ~~such~~corporate ~~issuance~~control, ~~were~~going ~~approved~~private bytransactions, and other extraordinary transactions. The concentration of voting control in the Series A Preferred Stock could discourage investments in the Company, or prevent a ~~court~~potential ~~after~~takeover of the Company which may have a ~~hearing~~negative ~~upon~~impact on the ~~fairness~~value of ~~such~~the ~~terms~~Company’s ~~and~~securities. ~~conditions~~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. ~~See~~As ~~Notes~~of 4December ~~and~~31, 92014, there were 5,000,000 shares of Series A Preferred Stock issued or outstanding.

On ~~January~~February 317, ~~2014~~2013, wethe ~~issued~~Company ~~4,000,000~~and ~~shares~~Harmon ofexecuted ~~our~~a ~~common~~Share ~~stock~~Cancellation to/ ~~Ironridge.~~Exchange ~~The~~/ ~~issuance~~Return isto ~~exempt~~Treasury ~~from~~Agreement. ~~registration~~Harmon ~~pursuant~~returned to ~~Section 3(a)(10) of~~ the ~~Securities~~Company ~~Act of 1933~~45, ~~as amended~~000,000 asshares ~~the issuance~~ of ~~securities~~common ~~was~~stock in exchange for ~~bona~~5,000,000 ~~fide~~shares ~~outstanding~~of ~~claims,~~Series ~~where~~A ~~the~~preferred ~~terms~~stock ~~and~~(see ~~conditions~~Note of6). ~~such~~The ~~issuance~~preferred shares were ~~approved~~recorded byat a ~~court~~value ~~after a hearing upon the fairness~~ of ~~such terms and conditions~~$500. ~~See Notes 4, 9 and 11.~~

~~NOTE~~On 9April –11, ~~STOCKHOLDERS~~2014, the Company’s ~~EQUITY~~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 December 31, 2014, there were 250,000 shares issued and outstanding.

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 shares 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, 2013, there were 5,000,000 shares issued or outstanding.F-31

OnCommon 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 preferred shares were recorded at a value of $500.Stock

~~Common~~The ~~Stock~~Company was authorized to issue 50,000,000 shares of common stock as of August 15, 2012, with a par value of $0.0001. The common stock has voting rights. On September 24, 2012, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 150,000,000.

~~The~~On ~~Company~~August is15, ~~authorized~~2012, tothe ~~issue~~Company ~~150,000,000~~had ~~shares~~a forward split of ~~common~~its stock with atwenty ~~par~~shares ~~value~~for ofone $0share as the effect.~~0001.~~ ~~The~~All instances where common stock is ~~voting.~~mentioned in these statements reflect the 20:1 split.

On ~~August~~September 1526, 2012, the Company ~~had~~acquired aGreen ~~forward~~Hygienics ~~split~~in ofexchange ~~its~~for ~~stock~~49,500,000 ~~with twenty~~ shares ~~for~~of ~~one~~common ~~share~~stock asof the ~~effect~~Company. ~~All~~These ~~instances~~shares ~~where~~were ~~common~~issued ~~stock is mentioned~~ in ~~these~~October ~~statements reflect the 20:1 split~~2012.

OnIn ~~September~~October ~~26,~~ 2012, the two directors and former officers of the Company, ~~acquired~~Mordechai ~~Green~~David ~~Hygienics~~and inShamir ~~exchange~~Benita, ~~for~~cancelled 4979,500,000 shares of common stock ~~of the Company. These shares were~~ issued into ~~October 2012~~them.

InOn ~~October~~January ~~2012~~18, 2013, the ~~two~~Company ~~directors~~sold ~~and~~300,000 ~~former~~shares ~~officers~~ of ~~the~~restricted ~~Company,~~common ~~Mordechai~~stock ~~David~~to ~~and~~Belmont ~~Shamir~~Group ~~Benita,~~Ltd. ~~cancelled~~for 79$180,~~500,~~000 ~~shares~~at ofa ~~common~~price ~~stock~~of ~~issued~~$0.60 toper ~~them~~share.

On ~~January~~February 184, 2013, the Company ~~sold~~appointed ~~300,000~~K. ~~shares~~Parmar ofto ~~restricted~~its ~~common~~Advisory ~~stock~~Board. toAs ~~Belmont~~compensation ~~Group~~for ~~Ltd~~the appointment, K. ~~for~~Parmar ~~$180,000~~was atissued a12,500 ~~price~~shares ofquarterly ~~$0.60~~for ~~per~~his ~~share~~service.

~~F-23~~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 7).

~~Green~~On ~~Innovations~~February ~~Ltd~~11, 2013, the Company appointed Mark DeFilippo (“DeFilippo”) to its Advisory Board. ~~and~~As ~~Subsidiaries~~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 7).

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

~~December~~On 31February 18, 2013, ~~and~~the ~~2012~~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 7).

On February 418, 2013, the Company appointed K.Michael ~~Parmar~~Perfetti (“Perfetti”) to its Advisory Board. As compensation for the appointment, K.Perfetti ~~Parmar~~ will be issued 12,500 shares quarterly for his service. AsThese ~~of September 30, 2013, these~~ shares were ~~issuable and~~ recorded at a value of $02.8322 per share (the closing price the previous day) or $1027,~~375~~750. The shares were issued in April 2013 (see Note 67).

On February 719, 2013, the Company ~~and~~appointed ~~Harmon~~Y. ~~executed~~Parmar ato ~~Share~~its ~~Cancellation~~Advisory /Board. ~~Exchange~~As /compensation ~~Return~~for tothe ~~Treasury~~appointment, ~~Agreement~~Y. ~~Harmon~~Parmar ~~returned~~will tobe ~~the~~issued ~~Company 45~~12,~~000,000~~500 shares ofquarterly ~~common~~for ~~stock~~his inservice. ~~exchange~~These ~~for~~shares ~~5,000,000~~were ~~shares~~recorded at a value of ~~Series~~$2.22 Aper ~~preferred~~share ~~stock~~(the closing price the previous day) or $27,750. The ~~common~~ shares were ~~cancelled~~issued in April 2013 (see Note 67).

On February 1119, 2013, the Company ~~appointed~~declared ~~Mark~~a ~~DeFilippo~~share ~~(“DeFilippo”)~~dividend toon ~~its~~a ~~Advisory~~basis ~~Board~~of 1.24:1 Asas ~~compensation~~of ~~for~~ the ~~appointment~~record date of February 19, ~~DeFilippo~~2013, ~~will~~thereby beall common shareholders shall receive 0.24 of a share for every one share owned. The Company’s issued 12and outstanding shall increase from 25,~~500~~000,000 ~~shares~~to ~~quarterly~~31,000,000 ~~for~~shares ~~his~~of ~~service~~common stock. ~~These~~The shares issued to Y. Parmar, DeFilippo, Greenberg, Perfetti and K. Parmar were ~~recorded~~not ateligible afor ~~value~~the ofdividend $0as they were not issued.97 ~~per~~The ~~share~~shares (of common stock purchased by Coventry Capital on February 12, 2013 were not issued prior to the ~~closing~~dividend ~~price~~therefore the ~~previous~~Company ~~day)~~issued orand ~~$12~~additional 46,~~125~~611 shares of common stock to Coventry Capital for the dividend (see Note 9). The total shares ~~were~~ issued infor ~~April~~the ~~2013~~dividend was 6,046,611 (see Note 9).

On February 1222, 2013, the Company ~~sold~~appointed ~~107,143~~Rundle ~~shares~~to ofits ~~restricted~~Advisory ~~common~~Board. ~~stock~~As compensation for the appointment, Rundle was to ~~Coventry~~be ~~Capital~~issued 12,500 shares quarterly for ~~$150,000~~his service. These shares were recorded at a ~~price~~value of $10.4051 per share (the closing price the previous day) or $6,375. The shares were ~~recorded as issuable as of September 30, 2013 and were~~ issued in April 2013 (see Note 7).

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).F-32

On February 1822, 2013, the Company ~~appointed~~contracted ~~Michael~~with ~~Perfetti~~Vincent & Rees (“~~Perfetti~~V&R”) to ~~its~~serve ~~Advisory~~as ~~Board~~the Company’s legal counsel. As compensation for the ~~appointment~~agreement, ~~Perfetti~~V&R ~~will~~received ~~be issued 12~~250,~~500~~000 shares ~~quarterly~~of ~~for~~restricted ~~his~~common ~~service~~stock of the Company. These shares were recorded at a value of $20.2251 per share (the closing price the previous day) or $27127,~~750~~500. The shares were issued in April 2013 ~~(see Note 6)~~.

On ~~February~~April 194, 2013, ~~the~~in ~~Company~~exchange ~~appointed~~for Y.certain ~~Parmar~~assets toof ~~its~~Clearly ~~Advisory~~Herbal ~~Board~~International Ltd., Asa ~~compensation~~British ~~for~~Virgin ~~the~~Islands ~~appointment~~corporation (“CHI”), Y.the ~~Parmar~~Company ~~will~~paid bethe ~~issued~~owner 12of CHI 300,~~500~~000 shares ~~quarterly~~of restricted common stock for ~~his~~an ~~service~~United States trademark (see Note 2). ~~These~~Additionally, the Company has issuable 200,000 shares ~~were~~of ~~recorded~~restricted atcommon astock for an United Kingdom trademark (see Note 2). The value of the two transactions was $2600,000 or $1.2220 per share. (As a condition of the ~~closing~~acquisition, the Company guaranteed that the 10-day volume weighted average price on the ~~previous~~date ~~day)~~six ormonths after closing to be at least $~~27,750~~1.20. The Company was obligated to issue additional shares ~~were~~of ~~issued~~restricted incommon ~~April~~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 63).

On ~~February~~April 194, 2013, ~~the~~Y. ~~Company~~Parmar, ~~declared~~ a ~~share~~member ~~dividend on a basis~~ of ~~1.24:1 as of~~ the ~~record~~Advisory ~~date of February 19~~Board, ~~2013,~~purchased ~~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~~100,000~~,000~~ ~~to 31,000,000~~ shares of common stock. ~~The~~at ~~shares~~a ~~issued~~discounted toprice ~~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~~

Filing Compare · Green Innovations Ltd.