Green Innovations Ltd. - FORM 10-Q

Attached files

file	filename
EX-31.2 - CERTIFICATION - Green Innovations Ltd.	gnin_ex312.htm
EX-10.9 - REVOLVING CONVERTIBLE PROMISSORY NOTE - Green Innovations Ltd.	gnin_ex109.htm
EX-32.2 - CERTIFICATION - Green Innovations Ltd.	gnin_ex322.htm
EX-32.1 - CERTIFICATION - Green Innovations Ltd.	gnin_ex321.htm
EX-31.1 - CERTIFICATION - Green Innovations Ltd.	gnin_ex311.htm
EXCEL - IDEA: XBRL DOCUMENT - Green Innovations Ltd.	Financial_Report.xls
EX-10.8 - SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT - Green Innovations Ltd.	gnin_ex108.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

FORM 10-Q

______________________

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013

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

For the transition period from _______ to _______.

Commission File Number: 333-167227

______________________________________________

GREEN INNOVATIONS LTD.

(f/k/a WINECOM, INC.)

(Exact name of registrant as specified in its charter)

______________________________________________

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

316 Del Prado Blvd. South, Suite 204 Cape Coral, FL		33990
(Address of principal executive offices)		(Zip Code)

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

__________________________________________

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

None

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

Common Stock, $0.0001 Par Value

(Title of class)

____________________________________________

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

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

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

Large Accelerated Filer ¨

Accelerated Filer ¨

Non-Accelerated Filer ¨

Smaller Reporting Company x

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

As of October 25, 2013 the registrant had 52,857,854 shares of its Common Stock, $0.0001 par value, outstanding.

TABLE OF CONTENTS

GREEN INNOVATIONS, LTD.

	Part I – Financial Information

Item 1	Financial Statements	3
	Consolidated Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012		3
	Consolidated Statements of Operations for the three and nine months ended September 30, 2013 and 2012 (unaudited)		4
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012 (unaudited)		5
	Notes to the Unaudited Consolidated Financial Statements (unaudited)		7

Item 2	Management’s Discussion and Analysis or Plan of Operation		27
Item 3	Quantitative and Qualitative Disclosures about Market Risk		32
Item 4	Controls and Procedures		32

	Part II – Other Information

Item 1	Legal Proceedings		34
Item 2	Unregistered Sales Of Equity Securities And Use Of Proceeds		35
Item 3	Defaults Upon Senior Securities		38
Item 4	Mine Safety Disclosures		38
Item 5	Other Information		38
Item 6	Exhibits		39

ITEM 1 Financial Statements

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Consolidated Balance Sheets

	September 30,			December 31,
	2013			2012
	(unaudited)

ASSETS
Current assets
Cash	$	40,115			$	45,743
Accounts receivable		353,122				190,299
Other receivable		35,660				-
Inventory		1,545,489				74,879
Prepaid expense		1,267,668				3,000
Total current assets		3,242,054				313,921

Intangible assets, net		853,244				287,744
Other assets		1,100				100
Total assets	$	4,096,398			$	601,765

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Convertible notes payable, net of discounts	$	515,887			$	-
Convertible notes payable, net of discounts, to related parties		133,469				-
Accounts payable		50,462				220,889
Accounts payable to related parties		104,810				21,834
Accrued expenses		281,224				49,670
Accrued expenses to related parties		56,372				-
Total current liabilities		1,142,224				292,393

Long-term liabilities
Convertible notes, net of discounts		216,139				254,856

Total liabilities		1,358,363				547,249

Commitments and contingencies (Note 5)

Amounts payable in common stock		1,135,978				-

Derivative liability		417,027				-

Stockholders' 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, 44,810,230
and 70,000,000 shares issued, issuable and outstanding, respectively		4,481				7,000
Additional paid-in capital		6,717,752				1,237,001
Accumulated deficit		(5,537,703	)			(1,189,485	)
Total stockholders' equity		1,185,030				54,516

Total liabilities and stockholders' equity	$	4,096,398			$	601,765

See accompanying notes to unaudited consolidated financial statements.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Consolidated Statements of Operations

(unaudited)

	For the three months ended						For the nine months ended
	September 30,						September 30,
	2013			2012			2013			2012

Revenue, net	$	748,238		$	-		$	1,347,883		$	-

Operating expenses
Direct costs of revenue		769,342			-			1,071,100			-
General and administrative (includes $152,625 and $0 for the three months ended September 30, 2013 and 2012, respectively, and $1,739,863 and $0 for the nine months ended September 30, 2013 and 2012, respectively, of stock-based compensation and settlements)		845,540			72,474			2,882,361			72,474
Selling and marketing expenses		121,469			-			200,612			-

Operating loss		(988,113	)		(72,474	)		(2,806,190	)		(72,474	)

Other income (expense)
Beneficial conversion feature expense		77,454			-			(88,081	)		-
Loss on settlement of receivable		(106,270	)		-			(106,270	)		-
Loss on cost of financing		(7,561	)		-			(7,561	)		-
Loss on financing		(964,467	)		-			(964,467	)		-
Loss on issuance of stock		(1,116	)		-			(1,116	)		-
Loss on issuance of stock for services		(16,128	)		-			(16,128	)		-
Loss on debt discount		(5,000	)		-			(5,000	)		-
Interest expense		(270,656	)		(860	)		(353,405	)		(860	)

Total other income (expense)		(1,293,744	)		(860	)		(1,542,028	)		(860	)

Net loss	$	(2,281,857	)	$	(73,334	)	$	(4,348,218	)	$	(73,334	)

Net loss per share - basic and diluted	$	(0.06	)	$	(0.00	)	$	(0.11	)	$	(0.00	)

Weighted average number of shares outstanding - Basic and Diluted		35,444,666			100,000,000			39,584,506			100,000,000

See accompanying notes to unaudited consolidated financial statements.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30,

	2013			2012
Cash flows from operating activities:
Net loss	$	(4,348,218	)	$	(73,334	)
Adjustments to reconcile net loss to net cash used in operations:
Amortization of intangibles		34,500			-
Amortization of options		126,980			-
Issuance of common stock for services		1,739,863			-
Issuance of warrants on contract		880,000			-
Debt accretion		439,168			-
Issuance of common stock as condition of loan		7,558			-
Accounts payable in common stock		1,135,978			-
Derivative liability		417,027			-
Loss on settlement of receivable		106,270			-
Loss on issuance of stock for settlements		17,244			-
Loss on financing		964,467			-
Loss on cost of financing		7,561			-
Loss on debt discount		5,000			-
Changes in operating assets and liabilities:
Accounts receivable		(162,823	)		-
Other receivable		(35,660	)		-
Inventory		(1,470,610	)		-
Prepaid expense		(1,264,668	)		-
Deferred costs		-			(2,885	)
Other assets		(1,000	)		(100	)
Accounts payable		(170,427	)		17,812
Accounts payable to related parties		82,976			11,909
Accrued expenses		231,554			-
Accrued expenses to related parties		56,372			-
Net cash used in operating activities		(1,200,888	)		(46,598	)

Cash flows used in investing activities
Cash acquired in acquisition		-			13,309
Net cash used in investing activities		-			13,309

Cash flows from financing activities:
Proceeds from notes		672,560			46,300
Repayment of notes		(49,300	)		-
Proceeds from issuance of common stock		572,000			-
Net cash provided by financing activities		1,195,260			46,300

Net decrease in cash		(5,628	)		13,011

Cash at beginning of period		45,743			-

Cash at end of period	$	40,115		$	13,011

See accompanying notes to unaudited consolidated financial statements.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30,

	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		$	-

Proceeds from related party notes prior to acquisition	$	-		$	6,110

Proceeds from note prior to acquisition	$	-		$	30,000

Debt assumed in acquisition	$	-		$	57,437

See accompanying notes to unaudited consolidated financial statements.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

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

Organization

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

Green Hygienics, Inc. (“Green Hygienics”), a Florida corporation, was formed on August 1, 2012. On September 26, 2012, it was acquired by the Company (see Note 3).

Sensational Brands, Inc. (“Sensational Brands”), a Florida corporation, was formed on November 19, 2012. It was formed for the sole purpose of the acquisition of certain assets of Sensational Brands, Inc., a Texas corporation on November 19, 2012 (see Note 3).Sensational Brands was dissolved on September 27, 2013.

Basis of Presentation

The accompanying unaudited consolidated financial statements of Green Innovations Ltd. and Subsidiary have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The results of operations for the interim period ended September 30, 2013 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending December 31, 2013. In the opinion of the Company’s management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments and business combination adjustments – see Note 2) necessary for a fair presentation of the Company’s results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited consolidated financial statements in the Company’s Form 10-K for the year ended December 31, 2012 filed on March 13, 2013 and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Nature of Operations

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

Green Hygienics is in the business of importation, sale, and distribution of hygienic and household products made of bamboo- and wood-based paper. On August 1, 2012, Green Hygienics entered into a Licensing Agreement with American Hygienics Corporation (“AHC”), a corporation domiciled in the People's Republic of China, pursuant to 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 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.

Green Hygienics markets its products under the trademarked names “Sensational” and “Clearly Herbal.” Through licensing agreements, the Company also markets products under the trademarked name “Premium Formulation.” The Company also provides products for its customers and their private label.

Principles of Consolidation

The consolidated financial statements include the accounts of Green Innovations and its wholly-owned subsidiaries (as of September 30, 2013), Green Hygienics and Sensational Brands. All significant inter-company balances and transactions have been eliminated in consolidation.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

Use of Estimates

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

Cash and Cash Equivalents

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

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 tomeasurements 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 thatare 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.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

Revenue Recognition

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

Delivery of product to a merchant.

The Company may have other revenue that deviates from the normal course of business. As of September 30, 2013, the Company has the following other revenue:

Licensing fee – includes the compensation for the licensing rights to various products of the Company.

Seasonal Revenue

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

Stock-Based Compensation

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

Net Earnings (Loss) Per Share

In accordance with ASC 260-10, “Earnings Per Share,” basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares which may dilute future earnings per share as of September 30, 2013 consist of convertible notes convertible into 7,682,571 common shares. Equivalent shares are not utilized when the effect is anti-dilutive (see Note 7).

Segment Information

In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company does not have any operating segments as of September 30, 2013 and 2012.

Effect of Recent Accounting Pronouncements

The Company reviews new accounting standards as issued. No new standards had any material effect on these unaudited consolidated financial statements. The accounting pronouncements issued subsequent to the date of these unaudited consolidated financial statements that were considered significant by management were evaluated for the potential effect on these unaudited consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these unaudited consolidated financial statements as presented and does not anticipate the need for any future restatement of these unaudited consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to September 30, 2013 through the date these unaudited consolidated financial statements were issued.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

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

Green Hygienics, Inc.

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

This transaction was treated as a reverse merger therefore the financials prior to the acquisition are those of Green Hygienics which was not in operation and/or in existence therefore the balances reflect zero. There was a related party note (see Note 4) which was properly recorded at June 30, 2013 as part of the combined company.

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

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

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

Sensational Brands, Inc.

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

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

Clearly Herbal

On April 4, 2013, Green Hygienics acquired certain assets via an asset purchase agreement (“APA”) with Clearly Herbal International Ltd., a British Virgin Islands corporation (“CHI-BVI”). The purpose of the APA was to acquire certain assets, primarily the trademark “CLEARLY HERBAL” as registered with the United States Patent and Trademark Office.The Company paid the owner of CHI 300,000 shares of restricted commonstock 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).

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

On April 4, 2013, Green Hygienics contracted to acquire certain assets via an asset purchase agreement (“APA”) with Clearly Herbal International Ltd., a United Kingdom corporation (“CHI-UK”). The purpose of the APA was to acquire certain assets, primarily the trademark “CLEARLY HERBAL” as registered in the United Kingdom. The closing date was set for July 4, 2013 or earlier but has been extended until August 31, 2013. The Company paid the owner of CHI 200,000 shares of restricted common stock of the Company (see Note 5) and recorded the value of the transaction at $240,000.As a condition of the acquisition, the Company guaranteed that the 10-day volume weighted average price on the date six months after closing to be at least $1.20. The Company was obligated to issue additional shares of restricted common stock should the price be below $1.20. On October 4, 2013, the common stock of the Company was $0.18 therefore, on October 7, 2013 an additional 1,133,333 shares of restricted stock were issued (see Notes5 and 10).

Licensing Agreement

On May 31, 2013, Green Hygienics entered into a Licensing Agreement with Tauriga Sciences, Inc. (”Tauriga”) to grant Tauriga the North American exclusive rights to commercially market certain products related to hospital grade wipes including paper, green and 100% tree-free bamboo-based and biodegradable. The agreement has a term of five years with a five year extension. Tauriga agreed to pay Green Hygienics $250,000 for the fee which was payable on the following terms; $65,000 upon execution of the agreement and $185,000 within ninety days of receipt of samples of the products and applicable marketing material. Tauriga, a publicly registered entity trading under the symbol “TAUG,” and Green Hygienics agreed to the exchange of restricted common stock of TAUG and Green Innovations equal to a present day value of $250,000. On September 18, 2013, as Tauriga had satisfied the licensing fee, the Company issued to Tauriga 625,000 shares of common stock which were valued at $0.40 per share on the date of the transaction and recorded accordingly. Tauriga issued 4,347,826 shares of its common stock on July 16, 2013. Bruce Harmon, the CFO and Chairman of the Company, is also the former CFO of Tauriga (see Note 6). The transaction was completed as an arm’s length transaction. Tauriga has paid $143,730 in cash and, as a settlement for the remaining $106,270 payable to the Company, the Company received an additional 2,500,000 shares of common stock of Tauriga. As of September 30, 2013, the Company valued the 6,847,826 shares, based on the closing price of $0.0266 for Tauriga on September 30, 2013, at $182,152. As the Tauriga stock is restricted stock under Rule 144, the Company has determined that these shares will not be recorded as an asset to the Company until said shares have been held for the required term under Rule 144, and once said shares have been sold, the Company will record the net proceeds as a gain.

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

			Accumulated
	Asset		Amortization			Net

Intangibles - December 31, 2012	$	290,000	$	(2,256	)	$	287,744
Additions		600,000		-			600,000
Amortization		-		(34,500	)		(34,500	)
Intangibles - September 30, 2013	$	890,000	$	(36,756	)	$	853,244

NOTE 3 – GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained net losses of $4,348,218 and used cash in operating activities of $1,200,888 for the nine months ended September 30, 2013. The Company had working capital, stockholders’ equity and accumulated deficit of $2,099,830, $1,185,030 and $5,537,703, respectively, at September 30, 2013. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts.

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

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

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

Notes and convertible notes payable, all classified as current at September 30, 2013 and December 31, 2012, consists of the following:

Convertible notes,
net of discounts	September 30, 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		-		(16,531	)		33,469		-		-		-
JMJ Financial		100,000		-		-			100,000		-		-		-
Avalon Capital Corp.		100,000		-		(71,196	)		28,804		-		-		-
Evolution Capital, LLC		105,000		-		(89,402	)		15,598		-		-		-
LG Capital Funding, LLC		76,500		125,182		(38,760	)		162,922		-		-		-
Black Mountain Equities, Inc.		55,000		-		(37,701	)		17,299		-		-		-
JMJ Financial		50,000		-		-			50,000		-		-		-
LG Capital Funding, LLC		76,500		62,591		(31,296	)		107,795		-		-		-
Total	$	807,560	$	212,426	$	(287,960	)	$	732,026	$	234,300	$	20,556	$	254,856

(1) Long term debt

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, 2013 and December 31, 2012, the accrued interest was $3,537 and $378, respectively. The note matures on August 15, 2014. The conversion price is equal to 90% of the average of the closing prices of the Company’s common stock for the preceding five trading days. Due to the lack of trading and no market for the common stock of the Company, any discount value is unable to be calculated at this time.

On August 29, 2012, Green Hygienics executed a convertible promissory with Kachess Financial Corporation (“Kachess”) for $19,500. The note bears interest at the rate of 12% per annum which accrues. As of September 30, 2013 and December 31, 2012, the accrued interest was $0 and $212, 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. On February 13, 2013, the Company repaid the principal and accrued interest of $1,077 for a total payment of $20,577.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

On August 30, 2012, Green Hygienics executed a convertible promissory with Kachess for $20,000. The note bears interest at the rate of 12% per annum which accrues. As of September 30, 2013 and December 31, 2012, the accrued interest was $0 and $210, 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.On February 13, 2013, the Company repaid the principal and accrued interest of $1,098 for a total payment of $21,098.

On September 4, 2012, Green Hygienics executed a convertible promissory with Kachess for $6,800. The note bears interest at the rate of 12% per annum which accrues. As of September 30, 2013 and December 31, 2012, the accrued interest was $60 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.On February 13, 2013, the Company repaid the principal and accrued interest of $362 for a total payment of $7,162.

On October 4, 2012, Green Hygienics executed a convertible promissory with Kachess for $3,000. The note bears interest at the rate of 12% per annum which accrues. As of September 30, 2013 and December 31, 2012, the accrued interest was $0 and $88, respectively. The conversionprice is the lower of $0.01 per share or 70% of the average of the closing prices of the Company’s common stock for thepreceding three trading days. As part of the acquisition of Green Hygienics by Green Innovation, the notes were assumed by Green Innovations. Due to the lack of trading and no market for the common stock of the Company, any discount value is unable to be calculated at this time. On February 13, 2013, the Company repaid the principal and accrued interest of $130 for a total payment of $3,130.

On October 17, 2012, the Company executed a convertible promissory note with Coventry Capital for $50,000. The note bears interest at the rate of 10% per annum which accrues. As of September 30, 2013 and December 31, 2012, the accrued interest was $4,794 and $1,041, respectively. The note matures on October 17, 2014. The conversion price is equal to 90% of the average of the closing prices of the Company’s common stock for the preceding five trading days. Due to the lack of trading and no market for the common stock of the Company, any discount value was not calculated.

On December 6, 2012, the Company executed a convertible promissory note with Coventry Capital for $20,000. The note bears interest at the rate of 10% per annum which accrues. As of September 30, 2013 and December 31, 2012, the accrued interest was $1,643 and $142, respectively. The note matures on December 6, 2014. The conversion price is equal to 90% of the average of the closing prices of the Company’s common stock for the preceding five trading days. Due to the lack of trading and no market for the common stock of the Company, any discount value was not calculated.

On December 18, 2012, the Company executed a convertible promissory note with Coventry Capital for $35,000. The note bears interest at the rate of 10% per annum which accrues. As of September 30, 2013 and December 31, 2012, the accrued interest was $2,761 and $134, respectively. The note matures on December 8, 2014. The conversion price is equal to 90% of the average of the closing prices of the Company’s common stock for the preceding five trading days. Due to the lack of trading and no market for the common stock of the Company, any discount value was not calculated.

On December 28, 2012, the Company executed a convertible promissory note with Coventry Capital for $50,000. The note bears interest at the rate of 10% per annum which accrues. As of September 30, 2013 and December 31, 2012, the accrued interest was $3,808 and $55, respectively. The note matures on December 28, 2014. The conversion price is equal to 90% of the average of the closing prices of the Company’s common stock for the preceding five trading days. Due to the lack of trading and no market for the common stock of the Company, any discount value was not calculated.

On March 14, 2013, the Company executed a convertible promissory note with Avanti Distribution, Inc. for $9,560. The note bears interest at the rate of 12% per annum which accrues. As of September 30, 2013, the accrued interest was $632. 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.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

On April 4, 2013, RJR Manufacturers’ Agent, an independent consultant of the Company, requested that the Company convert its accrued compensation balance of $50,000 into a convertible note payable with 12% interest per annum, with a conversion feature of $0.68 per share, the closing price of the prior day, or a 30% discount at the date of conversion, whichever is lesser.A beneficial conversion feature of $31,513 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of September 30, 2013, the accrued interest was $2,959. The note matured on October 4, 2013. The maturity date was extended to December 31, 2013.

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. The payment to JMJ is scheduled for October 31, 2013. Subsequent to the settlement, JMJ will return to the Company the previously issued shares of stock of the Company. See Notes 8 and 10.

On May 8, 2013, the Company entered into a convertible promissory note with Avalon Capital Corp. (“Avalon”) for $100,000. The note bears interest at 12% per annum, matures 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. As of September 30, 2013, the accrued interest was $4,800. The note matures on November 8, 2014.

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

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.

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

On June 12, 2013, the Company entered into a convertible promissory note agreement for $55,500 with Black Mountain Equities, Inc. (“Black Mountain”). The note has an interest rate of 10% per annum and is accrued. The note, at the holder’s option, is convertible at the lesser of $0.50 or a 25% discount to market on average of the prior 20trading 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 September 30, 2013, the accrued interest was $5,500. The note matures on January 15, 2014.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

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 September 30, 2013, the accrued interest was $402.

Convertible notes,
net of discounts	June 30, 2013									December 31, 2012
								Principal,						Principal,
			Put		Debt			net of				Put		net of
	Principal		Premium		Discounts			Discounts		Principal		Premium		Discounts
Bruce Harmon	$	50,000	$	-	$	(16,531	)	$	33,469	$	-	$	-	$	-
Lakeport Business Services, Inc.		100,000		-		-			100,000		-		-		-
Total	$	150,000	$	-	$	(16,531	)	$	133,469	$	-	$	-	$	-

On April 4, 2013, Harmon, an officer and director of the Company, requested that the Company convert his accrued compensation balance of $50,000 into a convertible note payable with 12% interest per annum, with a conversion feature of $0.68 per share, the closing price of the prior day, or a 30% discount at the date of conversion, whichever is lesser. A beneficial conversion feature of $31,513 was recorded and will be accreted monthly from the issuance date of the note through maturity. As of September 30, 2013, the accrued interest was $2,959. The note matured on October 4, 2013. The maturity date was extended until December 31, 2013.

On July 12, 2013, the Company entered into a convertible promissory note agreement for $100,000 with Bruce Harmon, an officer and director of the Company. The note has an interest rate of 12% per annum and is accrued. The note matures on October 12, 2013. The note, at the holder’s option, is convertible at the lesser of $0.31 per share or at a 30% discount to market on the date prior to conversion.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Legal Matters

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

Ironridge Global IV, Ltd.

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

Under the terms of the agreement, Ironridge is prohibited from receiving any shares of common stock that would cause it to be deemed to beneficially own more than 9.99% of our total outstanding shares at any one time. Ironridge received an initial issuance of 3,600,000 common shares, 3,000,000 on September 25, 2013, and 4,200,000 on October 23, 2013, and may be required to return or be entitled to receive shares, based on the calculation summarized in the prior paragraph. For example, as of September 30, 2013, Ironridge would have been entitled to approximately 10,922,864 additional shares based on the prices of our common stock from 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 9.99% limitation.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

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

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

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

On September 25, 2013, we issued 3,000,000 shares of our common stock to Ironridge. The issuance is exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, as the issuance of securities was in exchange for bona fide outstanding claims, where the terms and conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions. See Notes 7, 8 and 10.

Oasis Brands, Inc.

On October 16, 2013, the Company received a letter from the attorneys for Oasis Brands, Inc. (“Oasis Brands”), a competitor of the Company and the former employer of Philip Rundle, the Company’s chief executive officer, Jeff Thurgood, the Company’s vice president of sales, and Awie Kardiman, the Company’s controller. The letter alleges infringement of Oasis Brands’ intellectual property, specifically, their trademark “Fiora.” The letter further demands the Company cease and desist from any use of the Company’s trademark, “Flora,” as issued by the United States Patent and Trademark Office in connection with the advertising, offer for sale, or sale of bathroom tissue or related products. Oasis Brands has filed a lawsuit in the United States District Court for the Eastern District of Virginia, which it has threatened to serve, if the Company does not comply with their demand. The Company, based on 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 Oasis Brands’s mark, “Fiora,” was actually named after a river in Italy, whereas the Company’s “Flora” mark is the Spanish word for “flower.” Oasis Brands contends that “Fiora” means flower, which the Company adamantly contests. In any event, the Company has decided to rename its “Flora” productto avoid the cost of litigation, which could delay the launch of its products in the Spanish market. See Note 9.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

Lease Commitment

The Company has two office lease agreements starting on June 1, 2013 and November 1, 2012. The Company entered into a one year warehouse lease agreement starting on November 1, 2013. Future minimum lease payments under these leases are as follows:

2013	$	3,314
2014		12,700
2015		5,500

Total	$	21,514

Rent expense for the nine months ended June 30, 2012 and 2011 was $7,349 and $0, respectively.

Other

On April 4, 2013, Green Hygienics acquired certain assets via an asset purchase agreement (“APA”) with Clearly Herbal International Ltd., a British Virgin Islands corporation (“CHI”). The APA was to acquire certain assets, primarily the trademark “CLEARLY HERBAL” as registered with the United States Patent and Trademark Office.The Company paid the owner of CHI 300,000 shares of restricted common stock of the Company (see Note 2 and 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 2 and 10).

On April 4, 2013, Green Hygienics contracted to acquire certain assets via an asset purchase agreement (“APA”) with Clearly Herbal International Ltd., a British Virgin Islands corporation (“CHI”). The APA was to acquire certain assets, primarily the trademark “CLEARLY HERBAL” as registered with in the United Kingdom. The closing date is set for July 4, 2013 or earlier. The Company will pay the owner of CHI 200,000 shares of restricted common stock of the Company (see Note 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 2 and 10).

On May 16, 2013, the Company engaged Brunson Chandler & Jones, PLLC 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 July 26, 2013, the Company engaged RedChip Companies, Inc., a public and investor relations firm. As part of the eight month agreement, the Company is obligated for a monthly fee of $8,000.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

NOTE 6 – RELATED PARTIES

Harmon, CFO and Chairman of the Company, has payables and accrued expense (includes accrued compensation) due to him of $56,372 and $21,834, as of September 30, 2013 and December 31, 2012, respectively.

Philip Rundle, CEO of the Company, has payables due to him of $2,577 as of September 30, 2013.

Awie Kardiman, Controller of the Company, has payables (includes compensation) due to him of $24,794 as of September 30, 2013.

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

On September 26, 2012, with the acquisition of Green Hygienics by Green Innovations, Harmon was issued 49,500,000 shares of common in exchange for the common stock of Green Hygienics. On February 17, 2013, Harmon cancelled 45,000,000 shares of common stock in exchange for 5,000,000 shares of Series A preferred stock (see Note 8).

On November 19, 2012, a subsidiary of the Company acquired, via an APA, certain assets from SBI-TX, from W. Ray (“Tray”) Harrison, Jr. (“Harrison”), an employee of Green Hygienics (see Note 2 and 8).

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.

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

On April 4, 2013, Yogesh Parmar (“Y. Parmar”), a member of the Advisory Board, purchased 100,000 shares of common stock at a discounted price of $0.54 per share for $50,000 (see Note 9).

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

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

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

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

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

On June 18, 2013, the Company issued 62,500 shares or 12,500 each, to its Advisory Board, Perfetti, Y. Parmar, K. Parmar, Sandberg, and DeFilippo. The shares were valued collectively at $28,750. See Note 8.

On July 12, 2013, the Company entered into a convertible promissory note for $100,000 with Harmon (see Note 4).

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

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

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

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

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

On September 5, 2013, the Company issued Determinaction Business Advisory (“DBA”) 300,000 shares of common stock, as compensation for services. Awie Kardiman, the owner of DBA, serves as the Company’s Controller. See Note 6.

NOTE 7 – AMOUNTS PAYABLE IN COMMON STOCK AND DERIVATIVE LIABILITY

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

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.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

As of September 30, 2013, Ironridge has one additional funding of $506,239 to be made on or about October 30, 2013. As of September 30, 2013, $2,114,798 has been funded and 6,600,000 shares of common stock have been issued. The Company incurred $105,740 in fees associated with this transaction. The Company has recorded $1,135,978 as amounts payable in common stock and $417,027 as a derivative liability. See Notes 5, 8 and 10.

NOTE 8 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company authorized 50,000,000 shares of preferred stock with a par value of $0.0001. On November 7, 2012, the Company’s Board of Directors approved the filing of a Certificate of Designation of the Preferences and Rights of Series A Preferred Stock of Green Innovations Ltd. (“Certificate of Designation”) with the Secretary of State of the State of Nevada authorizing the creation of a new series of preferred stock designated as “Series A Preferred Stock” pursuant to the authority granted to the Board of Directors under the Company’s Amended and Restated Certificate of Incorporation and Section NRS 78.1955 of the Nevada General Corporation Law. The Certificate of Designation was filed with the Nevada Department of State on November 7, 2012. The Certificate of Designation created 5,000,000 shares of Series A Preferred Stock. Each holder of Series A Preferred Stock will be entitled to participate in dividends or distributions payable to holders of the Company’s common stock at a rate of the dividend payable to each share of Common Stock multiplied by the number of shares of Common Stock that each share of such holder’s Series A Preferred Stock is convertible into. Each share of Series A Preferred Stock is convertible, at the option of the holder of the Series A Preferred Stock, into one share of the Company’s common stock. Shares of the Series A Preferred Stock will be issued to certain officers of the Company as the Board determines for consideration of the exchange for shares of common stock of the Company. Each 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.

Common Stock

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

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

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

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

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

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

On February 4, 2013, the Company appointed K. Parmar to its Advisory Board. As compensation for the appointment, K. Parmar will be issued 12,500 shares quarterly for his service. As of September 30, 2013, these shares were issuable and recorded at a value of $0.83 per share (the closing price the previous day) or $10,375 (see Note 6).

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

On February 12, 2013, the Company sold 107,143 shares of restricted common stock to Coventry Capital for $150,000 at a price of $1.40 per share (the closing price the previous day). The shares were recorded as issuable as of September 30, 2013 and were issued in April 2013.

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

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

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

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

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

On February 22, 2013, the Company contracted with Vincent & Rees (“V&R”) to serve as the Company’s legal counsel. As compensation for the agreement, V&R received 250,000 shares of restricted common stock of the Company. As of September 30, 2013, these shares were issuable and recorded at a value of $0.51 per share (the closing price the previous day) or $127,500. The shares were issued in April 2013.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

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

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

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

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

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

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

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

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

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

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

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

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

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

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

On July 12, 2013, as a condition of financing, the Company issued JMJ 24,390 shares of common stock. The stock, based on the prior day’s closing price of $0.31, was valued at $7,561 and was recorded as a cost of financing. On October 30, 2013, as a condition of the settlement with JMJ, these shares will be returned to the Company (see Note 4 and 10).

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

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

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

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

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

On September 5, 2013, the Company issued DBA 300,000 shares of common stock, as compensation for services. The shares were valued at $0.50 per share, or $60,000. The shares have a three vesting therefore will be amortized accordingly. As of September 30, 2013, $2,500 has been expensed. See Note 6.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

On September 5, 2013, the Company issued Jeff Thurgood, the Company’s Vice President of Sales, 250,000 shares of common stock, as compensation for services. The shares were valued at $0.50 per share, or $50,000. The shares have a three vesting therefore will be amortized accordingly. As of September 30, 2013, $1,805 has been expensed. See Note 6.

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

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

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

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

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

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

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

Stock Warrants

The Company has granted warrants to employees. Warrant activity for employees the nine months ended September 30, 2013 is as follows:

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

Outstanding at December 31, 2012		500,000		$	0.01

Granted		-		$	-
Forfeited		-			-
Exercised		(500,000	)	$	0.01

Outstanding at September 30, 2013		-		$	-		-		-

Exercisable at September 30, 2013		-		$	-

Weighted Average Grant Date Fair Value				$	-

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

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

The Company has granted warrants to non-employees. Warrant activity for non-employees the nine months ended September 30, 2013 is as follows:

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

Outstanding at December 31, 2012		1,000,000		$	0.01

Granted		1,000,000		$	0.01
Forfeited		-			-
Exercised		(1,000,000	)	$	0.01

Outstanding at September 30, 2013		1,000,000		$	0.01		4.46	$	194,000

Exercisable at September 30, 2013		1,000,000		$	0.01

Weighted Average Grant Date Fair Value				$	0.01

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

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

Stock Options

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

The Company has granted options to employees. Options activity for the nine months ended September 30, 2013 is as follows:

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

Outstanding at December 31, 2012	1,250,000			$	0.01

Granted	-			$	-
Exercised	(250,000		)	$	0.01
Forfeited		-			-
Expired		-		$	-

Outstanding at September 30, 2013		1,000,000		$	0.01		9.13	$	194,000

Exercisable at September 30, 2013		1,000,000		$	0.01

Weighted Average Grant Date Fair Value				$	0.01

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

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2013

(unaudited)

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

NOTE 9 – CONCENTRATIONS

Concentration of Credit Risk

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

The Company places its temporary cash investments with financial institutions insured by the FDIC. No amounts exceeded federally insured limits as of September 30, 2013. There have been no losses in these accounts through September 30, 2013.

Concentration of Intellectual Property

The Company owns the trademark “SENSATIONAL” and “CLEARLY HERBAL” through the acquisitions from SBI-TX (see Note 2) and CHI (see Note 2), respectively, as filed with the United States Patent and Trademark Office. Additionally, the Company has filed and been issued the trademark “FLORA” (see Note 5) and has a patent pending on “SENSATIONALLY.”

NOTE 10 – SUBSEQUENT EVENTS

On October 1, 2013, the Company issued Brunson Chandler & Jones PLLC, the Company’s legal counsel, 44,307 shares of common stock as compensation for the month of October 2013.

On October 7, 2013, the Company issued 12,500 shares each to Michael Perfetti, Mark DeFilippo, Sanders Greenberg, Yogesh Parmar, and Kalpesh Parmar, as compensation for their respective quarterly services as members of the Advisory Board.

On October 8, 2013, the Company issued Clearly Herbal International, a British Virgin Island corporation, an additional 1,700,000 shares of common stock in regards to the Clearly Herbal U.S. trademark and to Clearly Herbal International, a UK corporation, an additional 1,333,333 shares of common stock in regards to the Clearly Herbal UK trademark (see Notes2, 5 and 8).

On October 15, 2013, the Company issued Hilton Kahn 12,500 shares of common stock as compensation for his quarterly services

On October 16, 2013, the Company received a notice to cease and desist from Oasis Brands in regards to the use of the Company’s issued trademark “Flora.” See Note 5.

On October 30, 2013, the Company settled on a repayment of $150,000 to JMJ thereby extinguishing the JMJ note and all related liabilities in their entirety. The settlement payment to JMJ is scheduled for October 31, 2013. JMJ has agreed to return to the Company the previously issued shares of stock of the Company. See Notes 4 and 8.

On October 24, 2013, the Company secured financing from TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA”). Effective on October 24, 2013, we entered into a Senior Secured Revolving Credit Facility Agreement (the “Credit Agreement”), pursuant to which TCA agreed to loan up to a maximum of $5 million to us for working capital purposes. A total of $892,830 was funded by TCA in connection with the closing. The amounts borrowed pursuant to the Credit Agreement are evidenced by a Revolving Convertible Promissory Note (the “Revolving Note”), the repayment of which is secured by Security Agreements executed by us and our wholly-owned subsidiary, Green Hygienics, Inc. Pursuant to the Security Agreements, the repayment of the Revolving Note is secured by a security interest in substantially all of our assets in favor of TCA. The initial Revolving Note in the amount of $1,000,000 is due and payable along with interest thereon on April 24, 2013, 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 October 24, 2013, the Company issued 4,200,000 shares of common stock to Ironridge in conjunction with the financing previously provided (see Note 5, 7 and 8).

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Form 10-K dated December 31, 2011 for the fiscal year ended December 31, 2011 and in our subsequent filings with the Securities and Exchange Commission.

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

Company Overview

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

Results of Operations

Three months ended September 30, 2013 compared to the three months ended September 30, 2012

Revenue. For the three months ended September 30, 2013, our revenue was $748,238, compared to $0 for the same period in 2012.

Direct Costs of Revenue. For the three months ended September 30, 2013, our direct costs of revenue were $769,342, compared to $0 for the same period in 2012.

General and Administrative Expenses. For the three months ended September 30, 2013, general and administrative expenses were $845,540 compared to $72,474 for the same period in 2012. This increase was primarily caused by the acquisition of Green Hygienics in August 2012. The Company recorded stock-based compensation of $152,625, or 18.1% of the general and administrative expenses. Excluding the stock-based compensation, the general and administrative expenses were $692,915.

Selling and Marketing Expenses. For the three months ended September 30, 2013, selling and marketing expenses were $121,469 compared to $0 for the same period in 2012. This increase was primarily caused by the acquisition of Green Hygienics in August 2012.

Net Loss. We generated net losses of $2,281,857 for the three months ended September 30, 2013 compared to $73,334 for the same period in 2012. The net loss increase was attributable to the acquisition of Green Hygienics in August 2012. Additionally, $152,625 of the total net loss was attributable to stock-based compensation. Excluding the stock-based compensation, the net loss was $2,129,232.

Nine months ended September 30, 2013 compared to the nine months ended September 30, 2012

Revenue. For the nine months ended September 30, 2013, our revenue was $1,347,883, compared to $0 for the same period in 2012. Revenue was comprised of $250,000 for a licensing fee with Tauriga Sciences, Inc. and $1,097,883 was related to the sale of products.

Direct Costs of Revenue. For the nine months ended September 30, 2013, our direct costs of revenue were $1,071,100, compared to $0 for the same period in 2012.

General and Administrative Expenses. For the nine months ended September 30, 2013, general and administrative expenses were $2,882,361 compared to $72,474 for the same period in 2012. This increase was primarily caused by the acquisition of Green Hygienics in August 2012. The Company recorded stock-based compensation of $1,739,863, or 60.4% of the selling, general and administrative expenses. Excluding the stock-based compensation, the selling, general and administrative expenses were $1,142,498.

Selling and Marketing Expenses. For the nine months ended September 30, 2013, selling and marketing expenses were $200,612 compared to $0 for the same period in 2012. This increase was primarily caused by the acquisition of Green Hygienics in August 2012.

Net Loss. We generated net losses of $4,348,218 for the nine months ended September 30, 2013 compared to $73,334 for the same period in 2012. The net loss increase was attributable to the acquisition of Green Hygienics in August 2012. Additionally, $1,739,863 of the total net loss was attributable to stock-based compensation. Excluding the stock-based compensation, the net loss was $2,608,355.

Liquidity and Capital Resources

General. At September 30, 2013, we had cash and cash equivalents of $40,115. We have historically met our cash needs through a combination of proceeds from financing from third parties. Our cash requirements are generally for selling, general and administrative activities. We believe that our cash balance is not sufficient to finance our cash requirements for expected operational activities, capital improvements, and partial repayment of debt through the next 12 months.

Our operating activities used cash in operations of $1,200,888 for the nine months ended September 30, 2013, and we used cash in operations of $46,598 during the same period in 2012. The principal elements of cash flow from operations for the nine months ended September 30, 2013 included a net loss of $4,348,218, primarily by increases in stock-based compensation, $1,739,863, inventory, $1,470,610 prepaid expenses, $1,264,668, accounts payable to related parties, $82,976, accrued expenses, $231,554, accrued expenses to related parties, $56,372, offset by decreases in accounts payable, $170,427.

Cash provided by our financing activities was $1,195,260 for the nine months ended September 30, 2013, compared to $46,300 during the comparable period in 2012. This increase was primarily attributed to proceeds from notes payable and the sale of common stock.

As of September 30, 2013, current assets exceeded current liabilities by 2.8 times. Current assets increased from $313,921 at December 31, 2012 to $3,242,054 at September 30, 2013 whereas current liabilities increased from $292,393 at December 31, 2012 to $1,142,224 at September 30, 2013.

GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had sales of $1,347,883 and net losses of $4,348,218 for the nine months ended September 30, 2013 compared to sales of $0 and net loss of $73,334 for the nine months ended September 30, 2012. The Company had working capital, stockholders’ equity, and accumulated deficit of $2,099,830, $1,185,030 and $5,537,703, respectively, at September 30, 2013, and used cash in operations of $1,200,888 in the nine months ended September 30, 2013. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company is highly dependent on its ability to continue to obtain investment capital from future funding opportunities to fund the current and planned operating levels. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to bring in income generating activities and its ability to continue receiving investment capital from future funding opportunities. No assurance can be given that the Company will be successful in these efforts.

CRITICAL ACCOUNTING POLICIES

Principles of Consolidation

Use of Estimates

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

Changes in Accounting Principles

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

Fair Value of Financial Instruments

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

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

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

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

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

Revenue Recognition

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

·	Delivery of product to a merchant.

The Company may have other revenue that deviates from the normal course of business. As of September 30, 2013, the Company has the following other revenue:

·	Licensing fee – includes the compensation for the licensing rights to various products of the Company.

Seasonal Revenue

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

Stock-Based Compensation

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

Net Earnings (Loss) Per Share

In accordance with ASC 260-10, “Earnings Per Share,” basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares which may dilute future earnings per share as of September 30, 2013 consist of convertible notes convertible into 189,430 common shares. Equivalent shares are not utilized when the effect is anti-dilutive.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

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

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

▪

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

▪

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

▪

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

▪

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

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

Changes in Internal Control over Financial Reporting

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

Limitations on the Effectiveness of Controls

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

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Ironridge Global IV, Ltd.

On July 24, 2013, we entered into a stipulation for settlement of claims with Ironridge Global IV, Ltd. (“Ironridge”), pursuant to which we resolved $2,621,036.58 of our accounts payable that Ironridge had agreed to purchase from our creditors in exchange for payment in full in cash. Pursuant to an order approving stipulation for settlement of claims that we jointly requested from the Los Angeles, California Superior Court, we agreed to issue to Ironridge shares of our common stock with an aggregate value equal to 105% of the claim amount plus reasonable attorney fees, divided by 80% of the following: the closing price of our stock on July 24, 2013, not to exceed the arithmetic average of the volume weighted average prices of any five trading days during a period equal to that number of consecutive trading days following the date of initial receipt of shares required for the aggregate trading volume, excluding after-hours trades, to exceed $25 million, less $0.01 per share, as reported by the Bloomberg Professional service of Bloomberg LP.

Oasis Brands, Inc.

On October 16, 2013, the Company received a letter from the attorneys for Oasis Brands, Inc. (“Oasis Brands”), a competitor of the Company and the former employer of Philip Rundle, the Company’s chief executive officer, Jeff Thurgood, the Company’s vice president of sales, and Awie Kardiman, the Company’s controller. The letter alleges infringement of Oasis Brands’ intellectual property, specifically, their trademark “Fiora.” The letter further requests a cease and desist on the Company’s trademark, “Flora,” as issued by the United States Patent and Trademark Office. Oasis Brands has threaten a lawsuit if the Company does not comply with their demand. The Company, due to information provided by Mr. Rundle, who served as chief executive officer of Oasis Brands and was the signer for the application for Oasis Brands’ trademark “Fiora,” contends that “Fiora” was named after a river in Italy whereas “Flora” is the Spanish word for “flower.” Oasis Brands contends that “Fiora” means flower which the Company adamantly contests due to the information from Mr. Rundle and there is no documented validation that “Fiora” means flower. The Company, in an effort to avoid confrontation, will rename its product, even though this is being done voluntarily to avoid the cost of litigation which would delay the launch of its products for the Spanish market. Furthermore, the Company alleges that this incident is related to Oasis Brands concern over the influence the former key members of Oasis Brands will have for the Company.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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

On February 7, 2013, the Company and Mr. Harmon executed a Share Cancellation / Exchange / Return to Treasury Agreement. Mr. Harmon returned to the Company 45,000,000 shares of common stock in exchange for 5,000,000 shares of Series A preferred stock.

On February 11, 2013, the Company appointed Mark DeFilippo to its Advisory Board. As compensation for the appointment, Mr. DeFilippo was issued 12,500 shares in April 2013.

On February 12, 2013, the Company sold 107,143 shares of restricted common stock to Coventry Capital for $150,000 at a price of $1.40 per share. The shares were issued in April 2013.

On February 18, 2013, the Company appointed Sandy Greenberg to its Advisory Board. As compensation for the appointment, Mr. Greenberg was issued 12,500 shares in April 2013.

On February 18, 2013, the Company appointed Michael Perfetti to its Advisory Board. As compensation for the appointment, Mr. Perfetti was issued 12,500 shares in April 2013.

On April 4, 2013, Green Hygienics acquired certain assets via an asset purchase agreement with Clearly Herbal International Ltd., a British Virgin Islands corporation. The Company paid the owner of CHI 300,000 shares of restricted common stock of the Company.

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

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

On April 15, 2013, Philip C. Rundle, the Company’s chief executive officer, was granted 300,000 shares of common stock as part of his employment compensation.

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

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

On May 16, 2013, the Company amended the agreements with Harmon and RJR Manufacturers’ Agent to issue shares equal to the contractual obligation to Rundle’s employment agreement. Harmon was issued 300,000 shares and RJR has 300,000 shares issuable.

On June 15, 2013, the Company issued 20,000 shares of common stock to a consultant for services rendered for June.

On June 18, 2013, the Company issued to Brunson Chandler & Jones, PLLC (“BCJ”), the Company’s corporate counsel, 111,905 shares of common stock as part of the annual engagement with BCJ, 100,000 shares due on June 1, 2013, and 11,905 shares for the partial month of May, for legal services.

On June 18, 2013, the Company issued 10,000 shares of common stock to Black Mountain Equities, Inc. as a conditional of financing.

On June 18, 2013, the Company issued 62,500 shares or 12,500 each, to its Advisory Board, Michael Perfetti, Yogesh Parmar, Kalpesh Parmar, Sander Sandberg, and Mark DeFilippo. The shares were valued collectively at $28,750. Kalpesh Parmar’s shares remain issuable at September 30, 2013.

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

On September 30, 2013, the Company recorded 22,635 shares of common stock issuable to BCJ for June legal fees.

On July 5, 2013, the Company issued 35,000 shares of common stock as compensation to a consultant in regards to services rendered.

On July 12, 2013, W. Ray Harrison, Jr., an employee of the Company, converted 500,000 warrants for common stock cashless into 485,199 shares of common stock. Additionally, Mr. Harrison converted 250,000 options for common stock cashless into 241,804 shares of common stock.

On July 12, 2013, as a condition of financing, the Company issued JMJ Financial 24,390 shares of common stock.

On July 24, 2013, we entered into a stipulation for settlement of $2,621,036.58 of our accounts payable that Ironridge Global IV, Ltd. (“Ironridge”) had agreed to purchase from our creditors in exchange for payment in full in cash. Pursuant to an order of the Los Angeles, California Superior Court on July 25, 2013 incorporating the terms of the stipulation, we issued 3,600,000 shares of common stock to Ironridge on July 25, 2013.

On July 29, 2013, the Company issued BCJ 22,635 shares of common stock which was recorded as issuable at September 30, 2013.

On July 29, 2013, the Company issued 35,000 shares of common stock as compensation to a consultant in regards to services rendered.

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

On August 16, 2013, the Company issued 12,500 shares of common stock to Hilton Kahn, a member of the Advisory Board, as his quarterly compensation.

On August 16, 2013, the Company issued RJR Manufacturers’ Agent 300,000 shares of common stock, as compensation for services.

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

On September 5, 2013, the Company issued Determinaction Business Advisory 300,000 shares of common stock, as compensation for services.

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

On September 6, 2013, the Company issued 35,161 shares of common stock to BCJ for August legal fees.

On September 6, 2013, the Company issued 41,254 shares of common stock to BCJ for September legal fees.

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

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

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

On September 25, 2013, we issued 3,000,000 shares of our common stock to Ironridge.

On October 1, 2013, the Company issued Brunson Chandler & Jones PLLC, the Company’s legal counsel, 44,307 shares of common stock as compensation for the month of October 2013.

On October 8, 2013, the Company issued Kalpesh Vyas an additional 2,833,333 shares of common stock as a condition of the acquisition of the Clearly Herbal trademarks.

On October 15, 2013, the Company issued Hilton Kahn 12,500 shares of common stock as compensation for his quarterly services

On October 24, 2013, the Company issued 2,316,595 shares of common stock in conjunction with financing secured from TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership.

On October 24, 2013, the Company issued 4,200,000 shares of common stock to Ironridge.

The securities reference above, with the exception of the 10,800,000 shares issued to Ironridge, were issued pursuant to exemptions from registration requirements relying on Section 4(2) of the Securities Act of 1933 and upon Rule 506 of Regulation D of the Securities Act of 1933.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

MINE SAFETY DISCLOSURES

None

ITEM 5.

OTHER INFORMATION

The foregoing is qualified in its entirety by reference to the Senior Secured Revolving Credit Facility Agreement, a copy of which is filed herewith as Exhibit 10.8, and the Revolving Convertible Promissory Note, a copy of which is filed herewith as Exhibit 10.9.

ITEM 6.

EXHIBITS

Number		Description

3.1		Articles of Incorporation (incorporated by reference to our Current Report on Form 8-K filed on June 1, 2010)
3.2		Bylaws (incorporated by reference to our Current Report on Form 8-K filed on June 1, 2010)
3.3		Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2012)
10.1		Share Exchange Agreement between the Company, Green Hygienics, Inc. and Bruce Harmon dated September 26, 2012 (incorporated by reference to our Current Report on Form 8-K filed on September 26, 2012)
10.2		Licensing Agreement between American Hygienics Corporation and Green Hygienics, Inc. dated August 1, 2012 (incorporated by reference to our Current Report on Form 8-K filed on September 26, 2012)
10.3		Release between the Company and Mordechay David dated October 10, 2012 (incorporated by reference to our Current Report on Form 8-K filed on October 23, 2012)
10.4		Release between the Company and Shamir Benita dated October 10, 2012 (incorporated by reference to our Current Report on Form 8-K on October 23, 2012)
10.5		Employment Agreement with Philip Rundle dated April 15, 2013
10.6		License Agreement with Tauriga Sciences, Inc. dated May 31, 2013
10.7		Stipulation for Settlement of Claims dated July 24, 2013
10.8 (1)		Senior Secured Revolving Credit Facility Agreement dated October 24, 2013
10.9 (1)		Revolving Convertible Promissory Note dated October 24, 2013
21.1		Subsidiaries of the Registrant: Green Hygienics, Inc., a Florida corporation
31.1 (1)		Certification of Chief Executive Officer of Green Innovations Ltd. Required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 (1)		Certification of Chief Executive Officer of Green Innovations Ltd. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
99.1		Asset Purchase and Sale Agreement with Clearly Herbal International dated April 4, 2013 for the United States trademark
99.2		Asset Purchase and Sale Agreement with Clearly Herbal International dated April 4, 2013 for the United Kingdom trademark

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

(1) Filed herewith

SIGNATURES

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

	GREEN INNOVATIONS LTD.

Date: October 31, 2013	By	/s/ Philip C. Rundle
		Philip C. Rundle
		Chief Executive Officer


Date: October 31, 2013	By	/s/ Bruce Harmon
		Bruce Harmon
		Chief Financial Officer

Attached files

Green Innovations Ltd. Reports

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