COMMITMENTS AND CONTINGENCIES	3 Months Ended
Sep. 30, 2013
Notes
COMMITMENTS AND CONTINGENCIES	NOTE 10 - COMMITMENTS AND CONTINGENCIES *Employment Agreement* On January 1, 2011, the Company entered into employment agreement with Dr. Moran (“Employee”) to serve as President and Chief Executive Officer of the Company. The employment commenced on January 1, 2011 and runs for the period through January 1, 2015. The Company will pay Employee, as consideration for services rendered, a base salary of $120,000 per year. As additional compensation, Employee is eligible to receive one percent of the issued and outstanding shares of the Company if the gross revenues hit specified milestones for each fiscal year under the agreement. The Company will provide additional benefits to Employee during the employment term which include, but are not limited to, health and life insurance benefits, vacation pay, expense reimbursement, relocation reimbursement and a Company car.. If Employee dies, the Company will pay the designated beneficiary an amount equal to two years’ compensation, in equal payments over the next twenty four months. In the event Employee’s employment is constructively terminated within five years of the commencement date, Employee shall receive a termination payment, which will be determined according to a schedule based upon the number of years since the commencement of the contract, within a range of $120,000 to $400,000. Additionally, Employee shall continue to receive the additional benefits mentioned above for a period of two years from the termination date. If the constructive termination date is later than five years after the commencement date, Employee shall receive the lesser amount of an amount equal to his aggregate base salary for five years following the date of the termination date, or an amount equal to his aggregate base salary through the end of the term. Additionally, Employee shall continue to receive the additional benefits mentioned above during the period he is entitled to receive the base salary. During the periods ended September 30, 2013 and 2012, the Company incurred $94,026 and $90,000 in base salary to Dr. Moran, respectively, which were included as a component of general and administrative expenses. The Company recorded total accrued payroll to Dr. Moran in the amounts of $467,000 and $414,500, in accounts payable and accrued liabilities on its consolidated balance sheets at September 30, 2013 and December 31, 2012, respectively. On November 7, 2012, the Company agreed to convert $50,000 of accrued salary for Dr. Marco Moran into 19,047,619 shares of common stock. The number of shares issued was calculated using a 25% discount to the trading price on the agreement date. The fair market value of the shares on the date of the agreement was $66,667 which resulted in recognition of loss on settlement of accrued salaries of $16,667 during the year ended December 31, 2012 for the difference in the amount of accrued salary and the fair market value of the shares issued. The 19,047,610 shares, previously recorded as common stock payable, were issued in 2013. *Consulting Agreements* During 2012, the Company issued 110,000 shares according to two business agreements. The shares were previously recorded as common stock payable and were issued in 2013. On October 27, 2012, the Company entered into a consulting agreement with Dash Consulting, LLC to provide bookkeeping and invoicing consulting for a period of 12 months. As compensation, the Company agreed to deliver 10,000,000 shares of restricted common stock per month. For the nine months ending September 30, 2013, the Company has issued 110,000,000 shares of which 20,000,000 shares were previously recorded as stock payable, at the total estimated fair market value of $355,000. In January 2013, the Company entered into a consulting agreement with Pitts Riley for business consulting services. The Company agreed to deliver 5,000,000 shares of restricted common stock as compensation per month. As of September 30, 2013, the Company has issued 45,000,000 shares per the agreement. The total estimated fair market value of the 30,000,000 share is $196,500. In January 2013, the Company entered into a consulting arrangement with United General Holdings for general business services. As of September 30, 2013, the Company issued 16,000,000 shares of restricted common stock as compensation, with a total estimated value of $94,400. In January 2013, the Company issued 21,500,000 shares according to three business consulting agreements entered in the beginning of 2013. The total estimated fair market value of the 21,500,000 share is $106,300. In April 2013, the Company entered into a consulting arrangement Origins CF for business consulting services. The Company agreed to deliver 20,000,000 shares of restricted common stock as compensation per month. As of September 30, 2013, the Company issued 120,000,000 shares of restricted common stock as compensation, with a total estimated value of $230,000. In April 2013, the Company entered into a consulting arrangement with THR Enterprises for general business services. The Company agreed to deliver 2,000,000 shares of restricted common stock for 12 months service term. As of September 30, 2013, the Company recognized an expense of $7,800 for the services provided from April to June 2013. In April 2013, the Company entered into a consulting arrangement with Tony Council for general business services. The Company agreed to deliver 2,000,000 shares of restricted common stock for 12 months service term. The stock shall be considered earned upon mutual signing of the agreement by the Consultant and the Company. As of September 30, 2013, the Company issued 2,000,000 shares of restricted common stock as compensation, with a total estimated value of $1,500. In April 2013, the Company entered into amendment consulting arrangement with Chad Tendrich for business consulting services. The Company agreed to deliver 7,000,000 shares of restricted common stock as additional compensation to his original agreement entered in January 2013. As of September 30, 2013, the Company issued 7,000,000 shares of restricted common stock as compensation, with a total estimated value of $32,900. In April 2013, the Company issued 100,000 shares to Omar Wilson according to the term of business consulting agreement. The total estimated fair market value of the 100,000 share is $75. During the nine months ended September 30, 2013, 39,047,618 shares were issued to Heritage for general marketing consulting services. The total estimated fair market value of these shares was $25,476.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Sep. 30, 2013

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Employment Agreement

On January 1, 2011, the Company entered into employment agreement with Dr. Moran (“Employee”) to serve as President and Chief Executive Officer of the Company. The employment commenced on January 1, 2011 and runs for the period through January 1, 2015. The Company will pay Employee, as consideration for services rendered, a base salary of $120,000 per year.

As additional compensation, Employee is eligible to receive one percent of the issued and outstanding shares of the Company if the gross revenues hit specified milestones for each fiscal year under the agreement. The Company will provide additional benefits to Employee during the employment term which include, but are not limited to, health and life insurance benefits, vacation pay, expense reimbursement, relocation reimbursement and a Company car.. If Employee dies, the Company will pay the designated beneficiary an amount equal to two years’ compensation, in equal payments over the next twenty four months.

In the event Employee’s employment is constructively terminated within five years of the commencement date, Employee shall receive a termination payment, which will be determined according to a schedule based upon the number of years since the commencement of the contract, within a range of $120,000 to $400,000. Additionally, Employee shall continue to receive the additional benefits mentioned above for a period of two years from the termination date. If the constructive termination date is later than five years after the commencement date, Employee shall receive the lesser amount of an amount equal to his aggregate base salary for five years following the date of the termination date, or an amount equal to his aggregate base salary through the end of the term. Additionally, Employee shall continue to receive the additional benefits mentioned above during the period he is entitled to receive the base salary.

During the periods ended September 30, 2013 and 2012, the Company incurred $94,026 and $90,000 in base salary to Dr. Moran, respectively, which were included as a component of general and administrative expenses. The Company recorded total accrued payroll to Dr. Moran in the amounts of $467,000 and $414,500, in accounts payable and accrued liabilities on its consolidated balance sheets at September 30, 2013 and December 31, 2012, respectively. On November 7, 2012, the Company agreed to convert $50,000 of accrued salary for Dr. Marco Moran into 19,047,619 shares of common stock. The number of shares issued was calculated using a 25% discount to the trading price on the agreement date. The fair market value of the shares on the date of the agreement was $66,667 which resulted in recognition of loss on settlement of accrued salaries of $16,667 during the year ended December 31, 2012 for the difference in the amount of accrued salary and the fair market value of the shares issued. The 19,047,610 shares, previously recorded as common stock payable, were issued in 2013.

Consulting Agreements

During 2012, the Company issued 110,000 shares according to two business agreements. The shares were previously recorded as common stock payable and were issued in 2013.

On October 27, 2012, the Company entered into a consulting agreement with Dash Consulting, LLC to provide bookkeeping and invoicing consulting for a period of 12 months. As compensation, the Company agreed to deliver 10,000,000 shares of restricted common stock per month. For the nine months ending September 30, 2013, the Company has issued 110,000,000 shares of which 20,000,000 shares were previously recorded as stock payable, at the total estimated fair market value of $355,000.

In January 2013, the Company entered into a consulting agreement with Pitts Riley for business consulting services. The Company agreed to deliver 5,000,000 shares of restricted common stock as compensation per month. As of September 30, 2013, the Company has issued 45,000,000 shares per the agreement. The total estimated fair market value of the 30,000,000 share is $196,500.

In January 2013, the Company entered into a consulting arrangement with United General Holdings for general business services. As of September 30, 2013, the Company issued 16,000,000 shares of restricted common stock as compensation, with a total estimated value of $94,400.

In January 2013, the Company issued 21,500,000 shares according to three business consulting agreements entered in the beginning of 2013. The total estimated fair market value of the 21,500,000 share is $106,300.

In April 2013, the Company entered into a consulting arrangement Origins CF for business consulting services. The Company agreed to deliver 20,000,000 shares of restricted common stock as compensation per month. As of September 30, 2013, the Company issued 120,000,000 shares of restricted common stock as compensation, with a total estimated value of $230,000.

In April 2013, the Company entered into a consulting arrangement with THR Enterprises for general business services. The Company agreed to deliver 2,000,000 shares of restricted common stock for 12 months service term. As of September 30, 2013, the Company recognized an expense of $7,800 for the services provided from April to June 2013.

In April 2013, the Company entered into a consulting arrangement with Tony Council for general business services. The Company agreed to deliver 2,000,000 shares of restricted common stock for 12 months service term. The stock shall be considered earned upon mutual signing of the agreement by the Consultant and the Company. As of September 30, 2013, the Company issued 2,000,000 shares of restricted common stock as compensation, with a total estimated value of $1,500.

In April 2013, the Company entered into amendment consulting arrangement with Chad Tendrich for business consulting services. The Company agreed to deliver 7,000,000 shares of restricted common stock as additional compensation to his original agreement entered in January 2013. As of September 30, 2013, the Company issued 7,000,000 shares of restricted common stock as compensation, with a total estimated value of $32,900.

In April 2013, the Company issued 100,000 shares to Omar Wilson according to the term of business consulting agreement. The total estimated fair market value of the 100,000 share is $75.

During the nine months ended September 30, 2013, 39,047,618 shares were issued to Heritage for general marketing consulting services. The total estimated fair market value of these shares was $25,476.

- Definition

The entire disclosure for commitments and contingencies.

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