Commitments and Contingencies

6 Months Ended

Jun. 30, 2011

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 3. Commitments and Contingencies

Legal Matters

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. No legal proceedings, government actions, administrative actions, investigations or claims are currently pending against us or involve us which, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business or financial condition.

There are currently no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to us.

The PMP Agreement

Pursuant to the PMP Agreement, commencing on September 15, 2010, GEM agreed to pay Mr. Bocos a monthly consulting fee of $8,000.

Long Term Debt

The maturities of the note for the Auto Loan (as defined below) payable, affiliate bridge loan payable and bridge loan payable at June 30, 2011 are as follows:

	6/30/2012		6/30/2013		6/30/2014		6/30/2015		6/30/2016		Total
Note payable	$	11,531	$	11,989	$	12,465	$	11,890	$	-	$	47,875
Credit line		500,000		-		-		-		-		500,000
Due to affiliates		108,000		-		-		-		-		108,000
Total	$	619,531	$	11,989	$	12,465	$	11,890	$	-	$	655,875
Interest expense	$	65,046	$	1,181	$	705	$	183	$	-	$	67,114

Operating leases

Rental expense for leases was $43,812 and $10,050 for the six months ended June 30, 2011 and 2010, respectively, and $22,650 and $5,025 for the three months ended June 30, 2011, respectively. Commencing August 1, 2011, the Company has terminated its month-to-month lease for the Sunrise Office and is leasing approximately 1,500 square feet of office space in Miami, Florida (“Miami”) at lease payments of $2,150 per month.  The Miami lease expires on July 31, 2012 and may be terminated with 60 days notice at the option of the landlord.

Issuance of Common Stock to Green RG

Pursuant to the license and marketing agreement that we entered into with Green RG, we may be required to issue to Green RG between 10 million and 30 million restricted shares of our common stock, based on the achievements of certain performance thresholds. We intend to agree with certain of our existing stockholders to issue such shares to Green RG. However, there are no formal agreements in place to obtain such shares nor can we provide any assurance that any of our existing stockholders will agree to provide such shares. We do not expect that we will be issuing any additional shares as a result of this transaction as we intend to agree with an existing stockholder of our Company for such stockholders to transfer the required shares to Green RG, however, there are presently no formal agreements in place to obtain such shares nor can we provide any assurance that any of our existing stockholders will agree to provide such shares. As of June 30, 2011, no shares have been issued to Green RG.

Issuance of the Option to Financial Partners Funding, LLC

See Note 4. Issuance of the Option and Stock-Based Compensation.

SEM Consulting Agreement

On March 3, 2011, we entered into a Consulting Services Agreement (the “SEM Consulting Agreement”) with SE Management Consultants, Inc., a Florida corporation (“SEM”).  Pursuant to the SEM Consulting Agreement, SEM will advise us on business development, marketing, investor relations, financial matters and other related business matters in consideration of (i) a monthly management fee of  $15,000 payable from March 1, 2011 to August 31, 2011, (ii) a monthly management fee of  $25,000 payable from September 1, 2011 to February 29, 2012, and (iii) an amount equal to 1/1000 of our gross sales for the previous 12 months from March 1, 2012.  Such management fee cannot be less than $15,000 per month and is capped at $75,000 per month at any time during the term of the SEM Consulting Agreement.  GEM will also reimburse SEM for all of its reasonable business expenses incurred directly on behalf of GEM.

On April 26, 2011, we entered into a one-year consulting agreement with Watz Enterprises LLC, a related party. See Note 5. Related Party Transactions.