Commitments and Contingencies

9 Months Ended

Sep. 30, 2011

Commitments and Contingencies [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. Other than as set forth below, 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.

On October 28, 2011, Mr. Robert Weinstein, our former Chief Financial Officer, filed a Demand for Arbitration with the New York office of the American Arbitration Association seeking unpaid wages and benefits that Mr. Weinstein is claiming he is owed under the terms of his employment agreement with us. In his Demand for Arbitration, Mr. Weinstein asserts that he is entitled to recovery of approximately $511,000 from our Company.

On September 8, 2011, an action entitled Cooper Electric Supply Co. v. Southside Electric, Inc. was filed in the Superior Court of New Jersey. We were served in October 2011. The plaintiff asserts damages in the amount of approximately $23,700 for non-payment for goods supplied by the plaintiff to Southside. Management believes the resolution of this matter will not materially affect the Company's financial position, results of operations or liquidity.

There are currently no proceedings in which any of our current 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 affiliate line of credit at September 30, 2011 are as follows:

	09/30/2012		09/30/2013		09/30/2014		09/30/2015
Note payable	$	11,622	$	11,989	$	12,465	$	8,903
Line of credit - affiliate		500,000		-		-		-
Bridge loan - affiliates		239,400		-		-		-
Total	$	751,022	$	11,989	$	12,465	$	8,903
Interest expense	$	24,870	$	1,181	$	705	$	183

Operating leases

Rental expense for leases was $62,126 and $23,025 for the nine months ended September 30, 2011 and 2010, respectively, and $18,850 and $9,000 for the three months ended September 30, 2011 and 2010, 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 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 may 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. Furthermore, in light of the current state of the agreement, we do not expect that we will be issuing any additional shares to Green RG as a result of this transaction. As of September 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.