AURT Attune RTD (CE)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Organization

Attune RTD, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on December 19, 2001 under the name Catalyst Set Corporation. The Company was dormant until July 14, 2007. On September 7, 2007, the Company changed its name to Interfacing Technologies, Inc. On March 24, 2008, the Company changed its name to Attune RTD. The Company’s principal executive offices are in Palm Springs, California. The Company is a development stage company that was formed in order to provide developed technology related to the operations of energy efficient electronic systems such as swimming pool pumps, sprinkler controllers and heating and air conditioning controllers among others.

The Company has been presented as a “development stage enterprise.” The Company is presented as in the development stage from July 14, 2007, inception of development stage, through March 31, 2014. To date, the Company’s business activities during development stage have been corporate formation, raising capital and the development and patenting of its products with the hopes of entering the commercial marketplace in the near future.

Basis of Presentation

The interim condensed financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to not make the information presented misleading.

These statements reflect all adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. It is suggested that these interim condensed financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2013 and notes thereto included in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on April 15, 2014. The Company follows the same accounting policies in the preparation of its interim reports as it does for its annual reports.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of 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 financial statements include the estimates of depreciable lives and valuation of property and equipment, allowances for losses on loans receivable, valuation of deferred patent costs, valuation of equity based instruments issued for other than cash, valuation of officer’s contributed services, and the valuation allowance on deferred tax assets.

CASH AND CASH EQUIVALENTS

For the purposes of the statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2014 and December 31, 2013.

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of five years. Expenditures for additions and improvements are capitalized while maintenance and repairs are expensed as incurred. There were no properties or equipment as of March 31, 2014 and December 31, 2013.

CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash. The Company’s cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had $0 of cash balances in excess of federally insured limits at March 31, 2014 and December 31, 2013.

REVENUE RECOGNITION

The Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, the fees are fixed or determinable, no significant Company obligations remain, and collection of the related receivable is reasonably assured.

The Company recognizes revenue in the same period in which it is incurred from its business activities when goods are transferred or services rendered. The Company’s revenue generating process consists of the sale of its proprietary technology or the rendering of professional services consisting of consultation and engineering relating types of activity within the industry. The Company’s current billing process consists of generating invoices for the sale of its merchandise or the rendering of professional services. Typically, the vendor accepts invoices and payment is made against the invoice within 60 days upon receipt.

There were no revenues for the three months ended March 31, 2014.

DEFERRED PATENT COSTS AND TRADEMARK

Patent costs are stated at cost (inclusive of perfection costs) and will be reclassified to intangible assets and amortized on a straight-line basis over the estimated future periods to be benefited (typically, twenty years) if and once the patent has been granted by the United States Patent and Trademark office (“USPTO”). The Company will write-off any currently capitalized costs for patents not granted by the USPTO. Currently, the Company has one patent, U.S. Patent No. 7,777,366 B2, which was awarded by the USPTO on August 17, 2010.

On December 16, 2008, the Company filed its service mark, BrioWave, in standard characters with the USPTO. The service mark was first used in commerce on August 8, 2008 and filed for opposition by the USPTO on January 5, 2010. Trademark costs are capitalized on the Company’s balance sheet during the period such costs are incurred. The trademark is determined to have an indefinite useful life and is not amortized until such useful life is determined no longer indefinite. The trademark is reviewed for impairment annually. As of December 31, 2013, the Company fully impaired all patents and trademarks cost of $62,633 due to uncertainty regarding funding of future costs.

SOFTWARE LICENSE

The Company capitalized its purchase of a software license in March 2013. The license is being amortized over 60 months following the straight-line method and is included in “Other Assets” on the Company’s balance sheet in accordance to ASC 350. During the year ended December 31, 2013, the Company recorded $19,545 of amortization expense related to the license. The terms and conditions of the license arrangement that it has in place with its vendor, IBI, for the software is based on a sixty month buyout agreement for a perpetual license, which is payable in equal consecutive monthly installments of $5,650. The monthly payment includes interest, the respective portion of a one-time software license fee of $142,669 and associated maintenance fees. This agreement grants the Company the non-exclusive, non-transferable right to use the specified software in object code form only, on the Company’s designated servers. The fees and the installment payments may not be cancelled. If installments are not made when due, and the default continues for 30 days after notice, the remaining unpaid balance of the one-time license fee shall be immediately due and payable. The Company may prepay the balance of remaining installments at any time, with an appropriate credit, as determined by IBI, for the future portion of the interest. Maintenance will be provided for the balance of the designated period. The vendor may transfer and assign the Company’s payment obligation hereunder. As of December 31, 2013, the Company is in default under the terms and conditions of the license agreement. The Company has been in contact with IBI over the non-payment situation and as of the date of this filing, the vendor has not prevented access to the software and continues to bill the Company for its respective monthly payments. Due to insignificant revenue and possible termination of contract, the Company has recognized impairment of $74,269 related to the software license as of December 31, 2012. The asset is fully impaired. 

ACCOUNTING FOR DERIVATIVES

The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “ Derivatives and Hedging .” The result of this accounting treatment is that 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 (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 ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. Accordingly, the Company analyzed the derivative financial instruments (see Note 4) in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception, which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “ Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock ” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

IMPAIRMENT OF LONG-LIVED ASSETS

In accordance with ASC 360, Property Plant and Equipment , the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. The Company recognized an impairment loss of $74,269 related to software assets during 2012.

RESEARCH AND DEVELOPMENT

In accordance generally accepted accounting principles (ASC 730-10), expenditures for research and development of the Company’s products are expensed when incurred, and are included in operating expenses.

ADVERTISING

The Company conducts advertising for the promotion of its products and services. In accordance with generally accepted accounting principles (ASC 720-35), advertising costs are charged to operations when incurred, and such amounts aggregated $0 and $0 for the three months ended March 31, 2014 and 2013, respectively.

STOCK-BASED COMPENSATION

Compensation expense associated with the granting of stock based awards to employees and directors and non-employees is recognized in accordance with generally accepted accounting principles (ASC 718-20) which requires companies to estimate and recognize the fair value of stock-based awards to employees and directors. 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.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Pursuant to ASC 820, Fair Value Measurements and Disclosures , an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The carrying amounts reported in the balance sheets for cash, accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments. The following table presents assets and liabilities that are measured and recognized at fair value as of March 31, 2014, on a recurring basis:

The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2013, on a recurring basis:

BASIC AND DILUTED NET LOSS PER COMMON SHARE

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical.

NEW ACCOUNTING PRONOUNCEMENTS

In February 2013, Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income , to improve the transparency of reporting reclassifications out of accumulated other comprehensive income. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires is already required to be disclosed elsewhere in the Company’s financial statements under U.S. GAAP. The new amendments will require an organization to:

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. The adoption of ASU No. 2013-02 is not expected to have a material impact on the Company’s financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities , which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the FASB determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on the Company’s financial position or results of operations.

In October 2012, the FASB issued Accounting Standards Update (ASU) 2012-04, Technical Corrections and Improvements in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of topics in the Accounting Standards Codification, including technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on the Company’s financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “ Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114., Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update )” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on the Company’s financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “ Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment ” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on the Company’s financial position or results of operations.

The accompanying condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company is a development stage company with limited revenues. For the three months ended March 31, 2014, the Company had a net loss of $254,911, used cash in operations of $118,612. In addition, as of March 31, 2014, the Company had a working capital deficit of $1,596,520, and a deficit accumulated during the development stage of $6,459,366.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties.

In order to execute its business plan, the Company will need to raise additional working capital and generate revenues. There can be no assurance that the Company will be able to obtain the necessary working capital or generate revenues to execute its business plan.

Management’s plan to increase working capital includes completing product development, generating marketing agreements with product distributors and raising additional funds through a private placement offering or offerings of the Company’s common stock.

Management believes its business development and capital raising activities will provide the Company with the ability to continue as a going concern.

Our Derivative Financial Instruments (Convertible Notes) contemplate the issuance of shares of our common stock to satisfy debt obligations, subject to certain restrictions and obligations. Our existing stockholders ownership could be diluted by such conversions. Consequently, the value of your investment may decrease. Our convertible notes provide the issuer with the following conversion terms.

Convertible Note 1 . On September 2011, the Company issued a convertible promissory note in the amount of $42,500 to an investor (the “Convertible Note 1”). Convertible Note 1 had a maturity date of July 2012 and an annual interest rate of 8% per annum. The holder of Convertible Note 1 has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. The convertible note has a variable conversion price of 58% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion, the Company recorded convertible note as a derivative liability (See Note 8). As a result of the derivative the Company recorded a debt discount of $34,430, as of December 31, 2012, the discount was fully amortized. On May 2012, the Company issued 137,931 shares of Class A Common Stock to holder of the convertible note for conversion of $8,000 principal. During the period ended December 31, 2012, the Company was assessed a penalty of $17,250 due to default. On March 2013, the Company issued 591,133 shares of Class A Common Stock to the holder for the conversion of $12,000 principal of the convertible note. On July 2013, the Company issued 862,069 shares of the Class A Common Stock to the holder of the convertible note for the conversion of $15,000 principal of the convertible note. On October 2013, the Company issued 2,000,000 shares of Class A Common Stock to the holder of convertible note for the conversion of $7,600 principal of the convertible note. Due to conversion in accordance with the conversion terms; therefore, no gain of loss was recognized. As of March 31, 2014, the Company has a remaining principal balance of $17,150 and accrued interest of $7,651.

Convertible Note 2 . On January 5, 2012, the Company issued a second convertible promissory note in the amount of $42,500 to the same investor (the “Convertible Note 2”). Convertible Note 2 had a maturity date of July 2012 and an annual interest rate of 8% per annum. The holder of Convertible Note 2 has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. Convertible Note 2 has a conversion price of 58% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion, the Company recorded Convertible Note 2 as a derivative liability (See Note 8). As a result of the derivative the Company recorded a debt discount of $31,748, as of December 31, 2012, the discount was fully amortized. As of December 31, 2012, the Company is in default and was assessed a penalty of $21,250. As of March 31, 2014, the Company has a remaining principal balance due of $63,750 and accrued interest of $11,038.

Convertible Note 3. On December 3, 2012, the Company issued a third convertible promissory note in the amount of $3,000 to the same investor (the “Convertible Note 3”). Convertible Note 3 had a maturity date of September 5, 2013 and an annual interest rate of 8% per annum. The holder of Convertible Note 3 has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. Convertible Note 3 has a conversion price of 58% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. The holder of Convertible Note 3 has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. Convertible Note 3 has a conversion price of 58% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion, the Company recorded Convertible Note 3 as a derivative liability (See Note 8). As a result of the derivative the Company recorded a debt discount of $3,000, as of December 31, 2013, the discount was fully amortized. As of December 31, 2013, the Company is in default with the repayment term and was assessed a penalty of $1,500. As of March 31, 2014, the Company has a remaining principal balance due of $4,500 and accrued interest of $355.

Convertible Note 4 . On February 21, 2013, the Company issued a fourth convertible promissory note in the amount of $50,000 to the same investor (the “Convertible Note 4”). Convertible Note 4 had a maturity date of November 25, 2013 and an annual interest rate of 8% per annum. The holder of Convertible Note 4 has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. Convertible Note 4 has a conversion price of 50% representing a discount rate of 50% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion, the Company recorded Convertible Note 4 as a derivative liability (See Note 8). As a result of the derivative the Company recorded a debt discount of $38,864, as of December 31, 2013, the discount was fully amortized. As of March 31, 2014, the Company has a remaining principal balance due of $50,000 and accrued interest of $4,416.

Convertible Note 5 . On April 18, 2013, the Company issued a fifth convertible promissory note in the amount of $22,500 to the same investor (the “Convertible Note 5”). Convertible Note 5 had a maturity date of January 22, 2014 and an annual interest rate of 8% per annum. The holder of Convertible Note 5 has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. Convertible Note 5 has a variable conversion price of 45% representing a discount rate of 55% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion, the Company recorded Convertible Note 5 as a derivative liability (See Note 8). As a result of the derivative the Company recorded a debt discount of $21,824, as of December 31, 2013, the discount of 12,546 was amortized. As of March 31,2014, the Company has a remaining principal balance due of $22,500 and accrued interest of $1,711.

Convertible Note 6 . On August 5, 2013, the Company issued a sixth convertible promissory note in the amount of $10,000 to the same investor (the “Convertible Note 6”). Convertible Note 6 has a maturity date of May 7, 2014 and an annual interest rate of 8% per annum. The holder of Convertible Note 6 has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. Convertible Note 6 has a variable conversion price of 35% representing a discount rate of 65% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion, the Company recorded Convertible Note 6 as a derivative liability (See Note 8). As a result of the derivative the Company recorded a debt discount of $10,000, as of December 31, 2013, the discount of $2,444 was amortized. As of March 31, 2014, the Company has a remaining principal balance due of $10,000 and accrued interest of $521

Default under Certain Notes. Because the Company has failed to pay the remaining principal balance owed, together with the accrued and unpaid interest, upon the maturity dates of Convertible Notes 1, 2, 3, 4, 5 and 6. The Company is now in default under the respective notes. The same holder holds convertible Notes 1, 2, 3, 4, 5, and 6. On January 30, 2013, the holder of Convertible Notes presented a demand for immediate payment, as provided in the terms of the notes, of an aggregate of $108,875, representing 150% of the remaining outstanding principal balance of Convertible Notes 1 and 2. Because the Company has failed to pay the remaining principal balance, together with accrued and unpaid interest, upon the maturity dates of Convertible Notes 1, 2, 3, 4, 5 and 6 (collectively, the “Convertible Notes”), the Company is in default under the respective Convertible Notes. The same holder holds the Convertible Notes. The excess of $33,625 owed in addition to the principal amount owed under the Convertible Notes 1 and 2 represents penalty on default and is recorded as a loss in the Company’s income statement.

Tainted Investor Warrants .

The derivative feature of the Convertible Notes taints all existing convertible instruments, and specifically taints the 2,750,000 warrants issued on June 21, 2013 that will mature on June 23, 2016. During the three months ended March 31, 2014, the Company recognized a gain of $4,183.

As discussed in Note 4 under Convertible Note and Fair Value Measurements, the Company issued convertible notes payable that provide for the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the certain convertible promissory notes is indeterminable. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15, Embedded Derivatives , the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date.

The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a lattice model. The Company recorded current derivative liabilities of $173,122 and $169,785 at March 31, 2014 and December 31, 2013, respectively. The change in fair value of the derivative liabilities resulted in a loss of $3,337 for the three months ended March 31, 2014 and a loss of $4,183 for the same period in the prior year. The loss of $37,426 for the three months ended March 31, 2014 consisted of a gain of $25,453 attributable to the fair value of warrants, a gain in market value of $6,846 on the convertible notes.

The following table presents the derivative liability value by instrument type at March 31, 2014 and December 31, 2013, respectively:

The following table is a summary of changes in the fair market value of the derivative liabilities during the three months ended March 31, 2014:

Key inputs and assumptions used to value the convertible debentures and warrants issued during the three months ended March 31, 2014 and the year ended December 31, 2013:

On November 28, 2007, upon shareholder approval, the Company amended its Articles of Incorporation to establish two classes of stock. The first class of stock is Class A Common Stock, par value $0.0166, of which 59,000,000 shares were initially authorized, and the holders of the Class A Common Stock are entitled to one vote per share. The second class of stock is Class B Participating Cumulative Preferred Super-voting Stock, par value $0.0166, of which 1,000,000 shares are authorized. On March 4, 2013, stockholders voted to approve an amendment to the Company’s Amended and Restated Articles of Incorporation to (a) increase the number of authorized shares of Common Stock from fifty nine million (59,000,000) shares of Common Stock to twenty billion (20,000,000,000) shares of Common stock; (b) amend the par value of Common Stock from a par value $0.0166 per share to a par value of $0.00004897 per share; (c) amend the Class B Participating Cumulative Preferred Super-voting Stock such that the voting rights of Class B shareholders are increased from one hundred votes per share to twenty thousand votes per share; and (d) authorize the issuance of five million (5,000,000) shares of “blank check” preferred stock, $0.0166 par value per share, to be issued in series, and all properties of such preferred stock to be determined by the Company’s Board of Directors. The amendment became effective on July 10, 2013. All share and per share data in the accompanying financial statements has been retroactively adjusted to reflect the stock split.

The holders of the Class B Participating Cumulative Preferred Super-voting Stock are permitted to vote their shares cumulatively as one class with the Class A Common Stock. The Class B Participating Cumulative Preferred Super-voting Stock pays dividends at 6%. For the years ended December 31, 2013, 2012, 2011, 2010, 2009, 2008, and 2007, the Company’s Board of Directors did not declare any dividends. Total undeclared Class B Participating Cumulative Preferred Super-voting Stock dividends as of March 31, 2014, were $136,036.

Class A Common Stock

Issuances of the Company’s common stock during the years ended December 31, 2007, 2008, 2009, 2010, 2011, 2012 and the three months ended March 31, 2014 included the following:

Shares Issued for Cash

During 2007, 224,000 shares of Class A Common Stock were issued for $36,000 cash with various prices per share ranging from $0.15 to $0.25. Additionally, the Company paid cash offering costs of $2,500.

During 2008, 2,352,803 shares of Class A Common Stock were issued for $360,250 cash with various prices per share ranging from $0.13 to $0.25. Additionally, the Company paid cash offering costs of $1,500.

In 2009, 3,688,438 shares of Class A Common Stock were issued for $437,435 cash with various prices per share ranging from $0.04 to $0.35. Additionally, the Company paid cash offering costs of $7,000.

In 2010, 2,138,610 shares of Class A Common Stock were issued for $442,181 cash with various prices per share ranging from $0.18 to $.35.

In 2011, 6,349,750 shares of Class A Common Stock were issued for $1,318,750 cash with various prices per share ranging from $0.20 to $.35.

In 2012, 1,530,000 shares of Class A Common Stock were issued for $153,000 cash with $.10 price per share.

In 2013, 357,143 shares of Class A Common Stock were sold for $12,500 cash at $0.035 per share. These shares were unissued as of March 31, 2014 and are recorded as Stock Payable.

Shares Issued for Services

In 2007, 14,000,000 shares of Class A common stock were issued to the Company’s founders, having a fair value of $232,400, based on a nominal value of $0.0166 per share. The 232,400 were expensed upon issuance as the shares were fully vested.

In 2007, 50,000 shares of Class A common stock were issued for legal services provided to the Company with a value of $7,500 or $0.15 per share, based on contemporaneous cash sales prices.

In 2008, 169,000 shares of Class A common stock were issued for services with a fair value of $34,530 ranging from $0.13 to $0.25 per share, based on contemporaneous cash sales prices.

In March 2009, 8,000 shares of Class A common stock were issued for services provided to the Company with a value of $2,400 or $0.30 per share, based on contemporaneous cash sales prices.

In June 2009, 17,333 shares of Class A common stock were issued for services provided to the Company with a value of $2,600 or $0.15 per share, based on contemporaneous cash sales prices.

In August 2009, 41,000 shares of Class A common stock were issued for services provided to the Company with a value of $6,150 or $0.15 per share, based on contemporaneous cash sales prices.

In February 2009, 500,000 shares of contingently returnable Class A common stock were issued to a consultant pursuant to an agreement whereby the consultant was required to establish a contract with a specific distributor and produce a sale of the Company’s product through such distribution channel. As of the date of this filing, no sales have occurred under the contract and the shares are not considered issued or outstanding for accounting purposes.

In January 2010, 21,000 shares of Class A common stock were issued for services provided to the Company with a value of $5,250 or $0.25 per share, based on market price on the date of grant.

In June 2010, 750,000 shares of Class A common stock were issued for services provided to the Company with a value of $270,200 at values ranging from $0.20 to $0.50 per share, based on market price on the date of grant.

In July 2010, 250,000 shares of Class A common stock were issued for services provided to the Company with a value of 37,500 or $0.15 per share, based on market price on the date of grant.

In December 2010, 55,000 shares of Class A common stock were issued to two vendors for services with a value of $28,050, based on based on market price on the date of grant.

In June 2011, 815,000 shares of Class A common stock were issued for services provided to the Company with a value of $220,050 at $0.27 per share, based on market price on the date of grant.

In August 2011, 50,000 shares of Class A common stock were issued for services provided to the Company with a value of $10,000 at $0.20 per share, based on market price on the date of grant.

In November 2011, 100,000 Shares of Class A common stock were issued for services provided to the Company with a value of $20,000 at $0.20 per share, based on market price on the date of grant.

In March 2012, 125,000 shares of Class A common stock were issued for services provided to the Company with a value of $12,500 at $0.10 per share, based on market price on the date of grant.

In June 2012, 125,000 shares of Class A common stock were issued for services provided to the Company with a value of $12,500 at $0.10 per share, based on market price on the date of grant.

In July 2012, 888,900 shares of Class A common stock were issued for services provided to the Company with a value of $88,890 at $0.10 per share, based on market price on the date of grant.

In September 2012, 275,000 shares of Class A common stock were issued for services provided to the Company with a value of $33,500 at $0.10 per share, based on market price on the date of grant

In October 2012, 360,000 shares of Class A common stock were authorized for services provided to the Company with a value of $36,000 at $0.10 per share, based on market price on the date of grant. These shares were issued on March 21, 2013.

In December 2012, 125,000 shares of Class A common stock were authorized for services provided to the Company with a value of $12,500 at $.10 per share, based on a Fair Market Value sales price. As of March 31, 2014, the shares have not been issued and are recorded as stock payable.

In January 2013, 6,000,000 shares of Class A common stock were issued to related parties for services provided to the Company with a value of $600,000 at $0.10 per share based on market price on the date of grant.

In February 2013, 72,500 shares of Class A common stock were issued for services provided to the Company with a value of $7,250 at $0.10 per share, based on market price on the date of grant.

In February 2013, 300,000 shares were issued for services provided to the Company with a value of $30,000 based on Fair Market Value on the date of grant.

In March 2013, 360,000 shares were issued for services provided to the Company, fulfilling a stock payable of $36,000 that was accrued for at December 31, 2012.

Shares Issued in Conversion of Other Liabilities

During 2008, 100,000 shares of Class A Common Stock were issued upon conversion of a $35,000 liability to a vendor. The shares were valued at $0.15 per share or $15,000, based on a contemporaneous cash sales price and the Company recorded a $20,000 gain on conversion of debt.

In July 2009, 139,944 shares of Class A Common Stock were issued upon conversion of a $48,980 liability from a vendor. The shares were valued at $16,793 or $0.12 per share, based on a contemporaneous cash sales price. The Company agreed with the vendor, prior to conversion, that it would guarantee the value of the stock, when sold by the vendor, up to the dollar value for the 2009 liability converted (a total of $48,980) and the above mentioned 2008 conversion as it was the same vendor ($35,000) and any difference in value, if less than the liability, would be paid in cash by the Company. As a result, the Company recorded the $48,980 conversion as a liability along with the prior year conversion of $35,000, which resulted in an additional loss on conversion in 2009 of $35,000. The total cumulative liability to guarantee equity value from fiscal 2009 totaled $83,980 as relating to the above shares at December 31, 2009. These shares were actually issued in 2010; however the liability was recorded in 2009 based on this guarantee.

In August 2009, the Company converted $55,200 of loans due to a shareholder into 788,571 shares of Common Stock, which were valued at $118,286 or $0.15 per share, based on contemporaneous cash sales prices of the Company’s Common Stock. The Company recognized a loss on conversion of $62,637 and charged $449 to interest expense.

During 2010, 247,249 shares of Class A Common Stock were issued upon conversion of $39,272 of vendor liabilities. The shares were valued from $0.10 to $0.36 per share, based on a contemporaneous cash sales price and the Company recorded a $49,615 loss on conversion of debt

In 2010, the Company issued 900,000 warrants to several investors in the Company. These warrants expired on April 15, 2013. 

In October 2011, the Company issued a convertible note, which as a result, taints all convertible instruments outstanding. As such the Company recorded a derivative liability of $40,498 for warrants outstanding.

In May 2012, the Company issued 137,931 shares of Class A Common Stock to convert $8,000 of the convertible note into equity. The note was converted in accordance with the conversion terms; therefore, no gain of loss was recognized.

In March 2013, the Company issued 591,133 shares of Class A Common Stock as partial conversion of $12,000 of the principal of the noted dated September 28, 2011 as amended on October 17, 2011. Due to conversion within the terms of the note, no gain or loss was recognized.

In July 2013, the Company issued 862,069 shares of Class A Common Stock to convert $15,000 of the convertible note dated October 2011 into equity. Due to conversion within the terms of the note, no gain or loss was recognized.

In July 2013, the Company issued 1,000,000 shares of Class A Common Stock to convert $20,000 of the convertible note dated June 2013 into equity. Due to conversion within the terms of the note, no gain or loss was recognized.

In July 2013, the Company issued 2,000,000 shares of Class A Common Stock to convert $7,600 of the convertible note dated in September 2011 into equity. Due to conversion within the terms of the note, no gain or loss was recognized.

Class B Participating Cumulative Preferred Super-voting Stock

Issuances of the Company’s preferred stock during the years ended December 31, 2007, 2008 and 2009 included the following:

Shares Issued for Cash

In 2007, 133,333 shares of Class B Preferred Stock were issued for $45,000 cash or $0.3375 per share.

Shares Issued for Services

In 2007, 866,667 shares of Class B Preferred Stock were issued to founders for services rendered during 2007 with a value of $0.3375 per share based on the above contemporaneous sale of Class B Preferred Stock.

2010 Equity Incentive Plan

In June 2010, the Company registered 4,000,000 shares of Class A Common Stock pursuant to its 2010 Equity Incentive Plan, which was also enacted in June 2010. The Company’s Board of Directors have authorized the issuance of the Class A shares of Common Stock to employees upon effectiveness of an effective registration statement. The 2010 Equity Incentive Plan is intended to compensate employees for services rendered. The employees who will participate in the 2010 Equity Incentive Plan have agreed or will agree in the future to provide their expertise and advice to us for the purposes and consideration set forth in their written agreements pursuant to the 2010 Equity Incentive Plan. The services to be provided by the employees will not be rendered in connection with: (i) capital-raising transactions; (ii) direct or indirect promotion of Class A common stock; (iii) maintaining or stabilizing a market for the Class A common stock. The Board of Directors may at any time alter, suspend or terminate the 2010 Equity Incentive Plan.

As of March 31, 2014, the Company’s Board of Directors approved 800,000 shares under this plan for issuance; however, none of these shares have been granted or issued to date.

Employment Agreements

On March 26, 2008, the Company entered into certain employment arrangements with Shawn Davis, its Chief Executive Officer, and Thomas Bianco, its Chief Financial Officer. These arrangements established a respective annual salary of $120,000 for Messrs. Davis and Bianco. Because Messrs. Davis and Bianco have been, and are currently, employed by the Company in critical managerial positions, the Company believes it to be in the best interest of the Company to provide Messrs. Davis and Bianco with certain severance protections and accelerated option vesting in certain circumstances. Effective December 3, 2012 through December 31, 2016, the Company entered into new employment agreements and severance agreements with Messrs. Davis and Bianco. The terms of the employment agreements are substantially similar and establish an annual base salary of $185,000 for each of Messrs. Davis and Bianco, and also provide for employee benefits of medical and dental insurance, life insurance, disability insurance, sick pay, paid leave, retirement, annual bonus and other benefits when the Company is financially able to provide for the benefits, or as determined by the Board of Directors.

The terms of the severance agreements are substantially similar and provide for aggregated severance amounts equal to 300% of Messrs. Davis and Bianco’s annual base salary in effect as of the date of the executive’s respective termination (the “Severance Amount”). In addition to the Severance Amount, the Company agreed to provide Messrs. Davis and Bianco with full medical, dental, and vision benefits from the date of termination through the third full year following the date of termination. The Company also agreed Messrs. Davis and Bianco shall each have one year from the date of termination in which to exercise all options that are vested as of the date of termination, subject to any trading window requirements or other restrictions imposed under the Company’s insider trading policy. The severance agreements state that if during the period of time during which Mr. Davis or Mr. Bianco is employed by the Company, a “change of control,” as defined in the severance agreement, occurs, 100% of the unvested portion of all options held by Messrs. Davis and Bianco as of the date of change of control event shall be deemed vested and the executive shall be entitled to exercise such options.

The Company also agreed that if the payments are deemed “golden parachute” payments under the Internal Revenue Code of 1984 and Messrs. Davis and Bianco are obligated to pay an excise tax, the Company shall reimburse Messrs. Davis and Bianco in full for both the amount of the excise tax, or ordinary income taxes owed in connection with the payment.

As of March 31, 2014, the Company owed Messrs. Davis and Bianco accrued and deferred compensation in the amounts of $246,951 and $247,005 respectively.

On April 2, 2013, we entered into a “Letter of Intent” (the “LOI”) with Beacon Global Partners, LLC, a Wyoming limited liability company (“BGP”). The LOI is precedent to a formal binding Change of Control Agreement. Pursuant to the “LOI”, Shawn Davis, and Thomas Bianco conditionally resigned their positions, as Chief Executive Officer and Chief Financial Officer on the date of filing of the Company’s Form 10-K filed on April 15, 2014. Under the agreement, both Davis and Bianco agree to conditionally suspend their Employment and Severance Agreements. The Company will continue to accrue and defer their payroll until such time that BGP, LLC is able to close, or the “LOI” terminates, whichever comes first. On the date of closing, both Davis and Bianco have agreed to forgive the entire amount of accrued and deferred payroll carried on the Company’s balance sheet through that date.

On April 16, 2014, the Board of Directors approved a conditional payroll arrangement for Kenneth Miller, the Companies Chief Executive Officer, and Sam Starr, the Companies Chief Operating Officer (the “Executives”). Commencing on April 16, 2014 (the “Commencement Date”) and continuing thereafter, or as determined by the board of directors, the executive’s annual base salary from the Commencement date shall be set at $185,000 each. Under the arrangement, both Miller and Starr agree to accrue and defer payroll beginning on April 16, 2014, the Commencement date. Neither Miller nor Starr will be entitled to realize any monies deferred and accrued on the Company’s balance sheet until such time they are able to close on the “LOI”. If Miller and Starr (BGP, LLC) are unable to close the “LOI” on or before the date of termination, default, receivership, bankruptcy, insolvency, liquidation proceeding’s or any change in control, any and all amounts of the officer’s deferred and accrued payroll existing on the balance sheet through that date shall be adjusted to equal $0 dollars. In the event of termination caused by any of the precedent conditions above, BGP, LLC has agreed to, among other things: (a) terminate the “LOI”; (b) forfeit all Company and Board of Director Positions.

Amendment to the Amended and Restated Articles of Incorporation

On March 4, 2013, stockholders voted in favor to amend the Company’s Amended and Restated Articles of Incorporation to (a) increase the number of authorized shares of common stock from fifty nine million (59,000,000) shares of common stock to twenty billion (20,000,000,000) shares of common stock; (b) amend the par value of Common Stock from a par value $0.0166 per share to a par value of $0.00004897 per share; (c) amend the Class B Preferred Stock such that the voting rights of Class B shareholders are increased from one hundred votes per share to twenty thousand votes per share; and (d) authorize the issuance of five million (5,000,000) shares of “blank check” preferred stock, 0.0166 par value per share, to be issued in series, and all properties of such preferred stock to be determined by the Company’s Board of Directors. The amendment became effective on July 10, 2013.

Operating Leases

On September 30, 2013, the lease on the Company’s office space located at 3700 E. Tahquitz Drive, Suite 117, Palm Springs, California expired. The Company’s corporate headquarters, including its principal administrative, marketing, technical support, and research and development departments, are presently located in Palm Springs, California, in office and warehouse provided by the Coachella Valley Economic Partnerships (CVEP) iHub division at no cost to the Company. The Company has been assigned one office, consisting of approximately 1,000 square feet, which has space suitable for assembling and storage of its technology. Due to inactivity, the Company has agreed to move out of its office space at the accelerator campus with the CVEP iHub division. On April 3, 2014 the Company moved out of this space. The Company is in the process of locating suitable office space for its current operations. As of the date of this filing, no space has yet been procured.

Legal Matters

Dispute with Vendor

In March 2010, the Company engaged the services of a vendor to complete certain services. Pursuant to the agreement, the Company paid the vendor a total of $70,618 towards the completion of services. The agreement contained a “not to exceed cost” of $89,435. On or about September 21, 2010, the Company issued the vendor 250,000 shares of the Company’s restricted Class A Common Stock as an incentive for the vendor to deliver services no later than March 1, 2011. The vendor agreed to incrementally deliver work in progress; however, no work was received from the vendor. The vendor requested an additional payment of $18,818, which the Company did not pay. On or about October 4, 2010, the vendor repudiated the agreement. On February 23, 2011, the Company engaged the services of legal counsel and made written demand for the return of the stock certificate and attempted to initiate settlement negotiations. The vendor did not acknowledge receipt of the Company’s demand.

On September 25, 2011, the Company received notice of a Chapter 7 bankruptcy case filed personally by the vendor. The Company has placed a stop order on the certificate it issued on or about September 21, 2010 to the vendor. As of this date hereof, the Company is currently conferring with counsel regarding possible litigation to cancel the stock certificate. The Company’s alleged damages resulting from the vendor’s failure to perform and subsequent repudiation of the contract, including the Company’s lost opportunity costs, should it pursue litigation against the vendor, will need to be established by an economic expert. The vendor could conceivably pursue litigation against the Company for the $18,818 payment; however, the Company believes it is not probable and therefore, a contingent liability for the amount is not warranted.

Dispute with Wakabayashi Fund, LLC

On or about July 30, 2013, Wakabayashi Fund, LLC sent an email advertisement to the Company advertising certain financial services, and the Company responded to request further information. In subsequent telephone conversations, Mr. Stone of Wakabayashi Fund, LLC (the “Fund”) stated that he was a finance professional that previously held a high position in a well-known securities firm and regularly provides services for the purpose of funding public companies, and/or finding good companies for his clients to invest in. After several weeks, and during two telephone conversations with the Company’s executive officers, Mr. Stone stated that several of his close colleagues with whom he had a pre-existing relationship had reviewed the Company’s corporate information, agreed to invest immediately in the Company, and were imminently prepared to send checks to the Company, but that he would not advise them to do so until after the Company issued and delivered a stock certificate for 750,000 shares of the Company’s common stock to the Fund. After Mr. Stone assured the Company’s executive officers that the investment was assured, imminent and forthcoming, and that the Company would be receiving the first of many investment checks from accredited investors within a certain time period after the Fund received the stock certificate, the Company agreed to process the now pending stock certificate. The Company negotiated the size of the stock certificate based on the amount of money Mr. Stone claimed the Fund would deliver in the time period and based on promises he allegedly secured from pre-existing relationships, amounting to an aggregate of $100,000 - $200,000 in funds that he stated would begin arriving at the Company within the first few weeks. The Company indicated an urgent need for capital and believed Mr. Stone would fulfill the promise that was bargained for. As of the date of this report, no funds or offers to provide funds for the Company have been forthcoming from any person claiming any relationship with the Fund or Mr. Stone. The Company believes Mr. Stone’s statements were false and made to induce management into delivering the stock certificate. On May 17, 2013, its transfer agent notified the Company that the Fund was attempting to clear a stock certificate. The Company notified its transfer agent to place a stop order on the transaction. On or about July 2, 2013, the Company received an email from its transfer agent with a letter from the Fund’s counsel. On or about July 10, 2013, the Company responded to the Fund’s counsel detailing the facts set forth above and indicated the Company would not process the certificate for 750,000 shares of the Company’s common stock, but in an effort to resolve this matter quickly and efficiently, the Company offered to issue the Fund 50,000 shares of common stock. On September 24, 2013, the Company received a letter from its transfer agent’s counsel in regards to a civil complaint filed by the Fund, naming the Company’s transfer agent as a defendant, requesting issuance of the stock certificate for 750,000 unrestricted shares of the Company’s common stock. The Company has not been named in the suit, but it is prepared to litigate the matter if necessary. As of March 31, 2014 and December 31, 2013 the 750,000 shares remain issued and outstanding.

Default on Convertible Promissory Note

On January 30, 2013, the holder of Convertible Notes presented a demand for immediate payment, as provided in the terms of the notes, of an aggregate of $108,875, representing 150% of the remaining outstanding principal balance of Convertible Notes 1 and 2. Because the Company has failed to pay the remaining principal balance, together with accrued and unpaid interest, upon the maturity dates of Convertible Notes 1, 2, 3, 4, 5 and 6 (collectively, the “Convertible Notes”), the Company is in default under the respective Convertible Notes. The same holder holds the Convertible Notes. As of the date of this filing, the Company continues to work with the holder of the Convertible Notes. The Company anticipates the parties will be able to resolve the issue amicably. The holder of the Convertible Notes has continued to support the Company and has advanced certain additional funds to the Company beyond the date of the issuance of its demand letter. The holder of the notes could pursue litigation, however, as of the date of this filing has not threatened to do so.

Default of Agreement with vendor for Software

As of March 31, 2014, the Company remains in default under the terms and conditions of an agreement with a software vendor. The vendor has not previously prevented access to the software and continues to bill the Company for its respective monthly payments. The Company is not currently using the software. Due to insignificant revenue and lack of future contract, the Company recognized full impairment of $74,269 related to the software license as of the balance sheet date of December 31, 2012

As part of the LOI, BGP has agreed to a Stock Purchase Agreement in the amount of $400,000 (the “SPA”) to each of Messrs. Davis and Bianco for the purchase of 3,000,000 shares of Class A Common Stock from each of the executives’ personal stock holdings. BGP will be responsible for the payment of any gross-up or tax payments resulting from the sales, and these additional payments will be owed to each of Messrs. Davis and Bianco in addition to the compensation amount and any other agreed-upon compensation due to Messrs. Davis and Bianco. As of the date of this filing, no funds have been received towards the “SPA” by either Davis or Bianco. Pursuant to the LOI, Messrs. Davis and Bianco have agreed to suspend their existing respective employment and severance agreements with the Company. The parties have agreed that BGP will continue to pay an annualized consultancy compensation of $120,000 to each of Messrs. Davis and Bianco until the earlier of the Closing Date or the date when the terms and conditions of the LOI are satisfied. As of the date of this filing, both Davis and Bianco have received $64,000 in compensation each towards this amount. Such annualized consultancy compensation may be deferred, but must be paid in full on, or before, BGP assumes control of the Company. At such time as when the terms and conditions of the LOI have been satisfied, Messrs. Davis and Bianco have agreed to terminate their existing respective employment and severance “Agreements’ with the Company and forgive the entire amounts of their accrued deferred compensation as of the date of the LOI, excluding the annualized Consultancy compensation of $120,000 discussed in the LOI.

During the period, the Company received $118,612 in advances from a related party which consists of $100,000 in non refundable consulting fees, $50,000 paid each to Messrs. Davis and Bianco and $18,612 in advances for Company related expenses that are non-interest bearing with no stated date of maturity. In the event of default, all payments made by the related party to cover Company expenses will be converted into the Company’s common stock at a conversion price of $0.13 per share. As of March 31, 2014, the Company is not in default.

As of March 31, 2014 and December 31, 2013, the Company owed Shawn Davis, the Company’s predecessor Chief Executive Officer, and Thomas Bianco, the Company’s predecessor Chief Financial Officer accrued and deferred compensation in the amounts of $246,951 and $247,005 respectively.

Change of Majority Control of the Company

On April 2, 2014, the Company entered into a “Letter of Intent” (the “LOI”) with Beacon Global Partners, LLC, a Wyoming limited liability company (“BGP”). Pursuant to the Agreement, BGP will assume majority control of the Company through the issuance of preferred stock giving them at least 51% voting control in exchange for ongoing financing, an amount to be determined. After the transaction contemplated by the Agreement, BGP will hold at least 51% of the voting securities of the Company. As of the date hereof, BGP holds 0% of the voting securities of the Company.

Pursuant to the LOI, Messrs. Davis and Bianco have agreed to conditionally resign as Chief Executive Officer and Chief Financial Officer, respectively, of the Company, effective as of the filing of the Company’s Annual 2013 Form 10-K report to the SEC, on April 15, 2014. Messrs. Davis and Bianco have each agreed to continue to serve as consultants on an as-needed basis to the Company and to provide such duties and responsibilities as requested by BGP in writing. Messrs. Davis and Bianco will continue to serve as members of our Board of Directors.

On April 3, 2014, we lost our office space. We are currently looking for suitable office space. 

On April 8, 2014 the parties agreed to amend the LOI such that each board member would have the following weight attached to their voting rights, Davis 30%, Bianco 30%, Miller 20% and Starr 20%. Collectively, Davis and Bianco will hold 60% of the majority vote. Miller and Starr will collectively hold 40% of the minority vote until such time as BGP is able to close or the agreement terminates pursuant to the terms and conditions of the LOI.

On April 14, 2014 the Company issued a seventh convertible promissory note in the amount of $33,000 to the same investor (the “Convertible Note 7”). Convertible Note 7 has a maturity date of January 14, 2015 and an annual interest rate of 8% per annum. The holder of Convertible Note 7 has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. Convertible Note 7 has a variable conversion price of 50% representing a discount rate of 50% of the average of the three lowest three trading prices during the thirty trading day period ending on the latest complete trading day prior to conversion and contains no dilutive reset feature.

On April 15, 2014, Kenneth Miller was conditionally appointed as our Chief Executive Officer and a member of our Board of Directors.

On April 15, 2014, Sam Starr was conditionally appointed as our Chief Operating Officer and a member of our Board of Directors. Our Board of Directors will now consist of Messrs. Davis, Bianco, Miller, and Starr.

On April 16, 2014, the Board of Directors unanimously approved a conditional payroll arrangement for Kenneth Miller, the Company’s Chief Executive Officer, and Sam Starr, the Company’s Chief Operating Officer (the “Executives”). Commencing on April 16, 2014 (the “Commencement Date”) and continuing thereafter, or as determined by the board of directors, the executive’s annual base salary from the Commencement date shall be set at $185,000 each. Under the arrangement, both Miller and Starr agree to accrue and defer payroll beginning on April 16, 2014, the Commencement date. Neither Miller nor Starr will be entitled to realize any monies deferred and accrued on the Company’s balance sheet until such time they are able to close on the “LOI”. If Miller and Starr (BGP, LLC) are unable to close the “LOI” on or before the date of termination, default, receivership, bankruptcy, insolvency, liquidation proceeding’s or any change in control, any and all amounts of the officer’s deferred and accrued payroll existing on the balance sheet through that date shall be adjusted to equal $0 dollars. In the event of termination caused by any of the precedent conditions above, BGP, LLC has agreed to, among other things: (a) terminate the “LOI”; (b) forfeit all Company and Board of Director Positions.

On April 16, 2014 the Company issued 2,157,895 shares of Class A Common Stock to the holder of convertible note for the conversion of $8,200 principal of the convertible note. As of April 16, 2014, the Company has a remaining principal balance due of $8,950 and accrued interest of $2,823.