RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2011

Related Party Transactions [Abstract]

Note 5.RELATED PARTY TRANSACTIONS

a) Due from related parties

Amounts due from related parties represent amounts due from companies related through common shareholders, and directors and officers of the Company. These amounts are non-interest bearing and have no fixed terms of repayment.

b) Loans payable to a related party

Amounts due to a related party represent amounts due to a shareholder of the Company. These amounts are unsecured, bear interest at 15% per annum and are repayable, with accumulated interest, by December 31, 2011.

c) Transactions with related parties

Related party transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. For the six months ended June 30, 2011, the Company incurred expenditures for various services provided by a company related through common shareholders, and a director and officer of the Company in the amount of $25,800 (2010 - $NIL), as well as for strategic business services in exchange for the issuance of 1,000,000 shares of common stock of the Company with a fair value of $120,000.

d) Our related parties included

Infinity Web Systems, Inc.

On January 28, 2010, TC entered into a Management Services and Agency Agreement (“Agreement”) with Infinity Web Systems, Inc. (“INF”), an entity controlled by Charles R. Cronin, Jr. (“Cronin”), a director of the Company.

Pursuant to the executed Agreement, TC agreed to, including other customary provisions:

(a)   transfer to INF the ownership of certain TC current direct to consumer membership products (TC Legacy Programs”), upon TC receiving a total of $1,000,000 in revenues;

(b)   introduce INF to TC’s existing and potential vendors for use in managing the TC Legacy Programs on behalf of TC, and

(c)   have INF act as TC’s sales agent for new product sales.

In consideration, INF would receive 20% of the all gross receipts of TC Legacy Program sales, with TC receiving the balance. Separately, TC and INF would each be entitled to 50% of new business sales.

After total payments of $2,000,000 to TC from all related revenues of the TC and INF Agreement, INF would no longer be obligated to pay TC any further compensation from TC Legacy Programs and/or new product sales.

Pursuant to the contingent consideration of $2,000,000 due to Cronin from TC as set forth in the Stock Purchase Agreement dated March 9, 2011, all revenues generated by TC from the Agreement between TC and INF are immediately disbursed to Cronin.

All cash management services, pertaining to the revenues generated by TC under the Agreement with INF, is managed by INF and Cronin directly from an escrow account, including deposits of revenues and payment disbursements to Cronin. As a result, the Company does not have access to the cash flow from such revenues, which are administered from said escrow account.

As of June 30, 2011, management estimated, for presentation purposes, that the present value of the contingent consideration payable is $2,000,000, but the actual amount to be paid could be higher, depending on future events. The total, and current portion expected to be paid within the next 12 months, is $568,232 after revenues of $1,493,342.

Revenues from related parties were as follows:

		For three months ended June 30,					For six months ended June 30,
		2011		2010			2011		2010
Revenues from Related Parties	$					$
Infinity Web Systems, Inc.			1,493,342		-			1,493,342		-
Total			1,493,342		-			1,493,342		-

Payments to related parties were as follows:

		For three months ended June 30,					For six months ended June 30,
		2011		2010			2011		2010
Payments to Related Parties	$					$
Charles R. Cronin, Jr.			1,431,768		-			1,431,768		-
Total			1,431,768		-			1,431,768		-