Annual report pursuant to Section 13 and 15(d)

Business (Tables)

Business (Tables)

12 Months Ended

Dec. 31, 2012

Fair values of tangible and intangible assets acquired and liabilities assumed

Financial assets	$	598,168
Inventory		92,343
Property and equipment		1,377
Financial liabilities		(1,672	)
Total identifiable assets		690,216
Goodwill		1,026,984
Intangibles		282,800
	$	2,000,000

Unaudited pro-forma results of operations

	Pro-forma results
	Year ended December 31,
	2011

Revenues	$	12,712,091

Loss before income taxes		(5,515,081	)

Net loss per share	$	(0.11	)

Net loss per common share, basic and diluted

Consolidated Statement of Operations	Year ended December 31, 2011

Net loss per common share - originally reported		(0.11	)

Basic and diluted weighted average common shares outstanding - originally reported		50,443,025

Net loss per common share - adjsuted		(0.12	)

Basic and diluted weighted average common shares outstanding - adjusted		44,552,409

Shareholders deficiency as originally reported

	Common Stock
	Number of Shares		Amount		Additional paid in capital		Shareholder's defecit			Total

Balance at December 31, 2010		44,749,999		44,750		72,217		(706,167	)		(589,200	)

Shares issued for acquisition		8,331,396		8,331		1,991,669					2,000,000

Proceeds from sale of common stock		955,000		955		704,045					705,000

Shares issued to extend maturity date
of convertible notes payable		112,500		113		56,137					56,250

Shares issued upon conversion of
convertible note payable		1,018,356		1,018		508,160					509,178

Shares issued for liquidated damages		13,914		14		6,943					6,957

Net loss for the year								(5,457,310	)		(5,457,310	)

Balance at December 31, 2011		55,181,165	$	55,181	$	3,339,171	$	(6,163,477	)	$	(2,769,125	)

Revised shareholders deficiency

	Common Stock
	Number of Shares			Amount			Additional paid in capital			Shareholder's defecit			Total

Balance at December 31, 2010		21,000,000			21,000			95,967			(706,167	)		(589,200	)

Effect of reverse merger		46,029,396			46,029			1,953,971						2,000,000

Shares issued to consultant		500,000			500			1,949,500						1,950,000

Shares issued for liquidated damages		13,914			14			6,943						6,957

Proceeds from sale of common stock		955,000			955			704,045						705,000

Shares issued to extend maturity date
of convertible notes payable		112,500			113			56,137						56,250

Shares issued upon conversion of
convertible note payable		1,018,356			1,018			508,160						509,178

Shares cancelled to consultant		(500,000	)		(500	)		(1,949,500	)					(1,950,000	)

Cancellation of ISR shares		(13,948,000	)		(13,948	)		13,948						-

Net loss for the year											(5,457,310	)		(5,457,310	)

Balance at December 31, 2011		55,181,166		$	55,181		$	3,339,171		$	(6,163,477	)	$	(2,769,125	)

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References + Details