NOTE 15 – SUBSEQUENT EVENTS

On January 4, 2013 the Board of Directors reappointed Philip M. Rice II, the Company’s Chief Financial Officer, as a director for a 1 year term.  Mr. Rice received warrants to purchase 50,000 shares of common stock at an exercise price of $.12 per share for a term of three years, vested at 12,500 per quarter.  The terms of the appointment also includes a cash payment of $10,000.  

On March 18, 2013, the Company was advised of an agreement between HEP Investments and Christopher Maggiore.  On March 11, 2013, HEP Investments, LLC entered into a Participation Agreement with Christopher Maggiore, a significant shareholder of the Company, under the terms of which Mr. Maggiore has become a member of HEP Investments, LLC. Accordingly, loans made by Mr. Maggiore to the Company aggregating $462,000 ($15,000 at December 31, 2012 and $447,000 during the period January 1, 2013 through March 5, 2013) have been reclassified as loans payable to HEP Investments, LLC as part of the Loan Agreement and Convertible Promissory Note entered into on December 2, 2011 (see Note 7 - Convertible Debt). Upon this reclassification, HEP Investments, LLC has reached a $500,000 threshold and these advances will become convertible debt.