Quarterly report pursuant to Section 13 or 15(d)

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
Sep. 30, 2013
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 13 - SUBSEQUENT EVENTS HEP Investments On October 28, 2013, the HEP Investments advanced the Company an additional $250,000 for a total amount advanced of $3,550,000. Amounts advanced under the Note are (i) secured by all the Company’s assets, (ii) convertible into the Company’s restricted common stock at the lesser of $.30 per share or a 25% discount off of the ten day trailing quoted price of the common stock in the over the counter (OTC) market, and (iii) bear interest at the rate of 11% per annum (see Note 6 – Convertible Debt). Stock Issuances Subsequent to September 30, 2013, the Company has received $6,500 in aggregate proceeds from two shareholders upon the exercise of 33,000 common stock warrants. Convertible Debt On October 27, 2013, the Company was notified that a significant stockholder and the holder of 1% Convertible Debentures of their intention to convert six (6) notes in the principal amount of $70,000 with various due dates and conversion prices, into 950,000 shares of the Company’s common stock during the fourth quarter of 2013.

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2013

NOTE 13 - SUBSEQUENT EVENTS

HEP Investments

On October 28, 2013, the HEP Investments advanced the Company an additional $250,000 for a total amount advanced of $3,550,000. Amounts advanced under the Note are (i) secured by all the Company’s assets, (ii) convertible into the Company’s restricted common stock at the lesser of $.30 per share or a 25% discount off of the ten day trailing quoted price of the common stock in the over the counter (OTC) market, and (iii) bear interest at the rate of 11% per annum (see Note 6 – Convertible Debt).

Stock Issuances

Subsequent to September 30, 2013, the Company has received $6,500 in aggregate proceeds from two shareholders upon the exercise of 33,000 common stock warrants.

Convertible Debt

On October 27, 2013, the Company was notified that a significant stockholder and the holder of 1% Convertible Debentures of their intention to convert six (6) notes in the principal amount of $70,000 with various due dates and conversion prices, into 950,000 shares of the Company’s common stock during the fourth quarter of 2013.