UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-Q



(Mark One)



| | x | QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30,
2012



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



For the transition period from _______________
to _______________.



Commission file number: 000-53125



InterCore
Energy, Inc.

(Exact name of registrant as specified in
its charter)



|Delaware                                 | 27-2506234         
|---------------------------------------- | -------------------
|(State or other jurisdiction of          | (I.R.S. Employer   
|incorporation or organization)           | Identification No.)
|                                         |                    
|1 International Boulevard - Suite 400    |                    
|Mahwah, NJ                               | 07495-0027         
|(Address of principal executive offices) | (Zip Code)         



Registrant’s telephone number,
including area code (201) 512-8732



Heartland Bridge Capital, Inc.

(Former Name, if changed since last report)



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes ̈Nox



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.



|                                              | Large accelerated filer ̈ | Accelerated filer ̈        
|--------------------------------------------- | ------------------------ | --------------------------
|                                              |                          |                           
|                                              | Non-accelerated filer ̈   | Smaller reporting companyx
|(Do not check if a smaller reporting company)



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ̈Nox.



Applicable only to issuers involved in
bankruptcy proceedings during the preceding five years:



Indicate
by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ̈No ̈



Applicable only to corporate issuers:



Indicate the number of shares
outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 17, 2012,
there were 191,552,814 shares of common stock, $0.0001 par value, issued and outstanding.











INTERCORE ENERGY, INC.



TABLE OF CONTENTS



|PART I – FINANCIAL INFORMATION | 3                                                                                    
|------------------------------ | -------------------------------------------------------------------------------------
|                               |                                                                                      
|ITEM 1                         | Financial Statements                                                                 
|                               |                                                                                      
|ITEM 2                         | Management’s Discussion and Analysis of Financial Condition and Results of Operations
|                               |                                                                                      
|ITEM 3                         | Quantitative and Qualitative Disclosures About Market Risk                           
|                               |                                                                                      
|ITEM 4                         | Controls and Procedures                                                              
|                               |                                                                                      
|PART II – OTHER INFORMATION    | 28                                                                                   
|                               |                                                                                      
|ITEM 1                         | Legal Proceedings                                                                    
|                               |                                                                                      
|ITEM 1A                        | Risk Factors                                                                         
|                               |                                                                                      
|ITEM 2                         | Unregistered Sales of Equity Securities and Use of Proceeds                          
|                               |                                                                                      
|ITEM 3                         | Defaults Upon Senior Securities                                                      
|                               |                                                                                      
|ITEM 4                         | Mining Safety Disclosures                                                            
|                               |                                                                                      
|ITEM 5                         | Other Information                                                                    
|                               |                                                                                      
|ITEM 6                         | Exhibits                                                                             





2







PART I – FINANCIAL INFORMATION



This Quarterly Report includes forward-looking
statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based
on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements
include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements
in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,”
“estimate,” “consider,” or similar expressions are used.



Forward-looking statements are not guarantees
of future performance. They involve risks, uncertainties, and assumptions. Our future results and shareholder values may differ
materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking
statements.



3







| | ITEM 1 | Financial Statements
| | ------ | --------------------



InterCore Energy, Inc.

(Formerly Heartland Bridge Capital, Inc.)

Condensed Balance Sheets

(Unaudited)



|                                                                                                                                                                                                                                                                                             |  | June 30,    |            |   | December 31, |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ---------- | - | ------------ | -
|                                                                                                                                                                                                                                                                                             |  | 2012        |            |   | 2011         |  
|                                                                                                                                                                                                                                                                                             |  | (Unaudited) |            |   | (Note 2)     |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Assets                                                                                                                                                                                                                                                                                       |  |             |            |   |              |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Current assets:                                                                                                                                                                                                                                                                              |  |             |            |   |              |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Cash                                                                                                                                                                                                                                                                                         |  | $           | 6,225      |   |              | $
|Prepaid expenses and other current assets                                                                                                                                                                                                                                                    |  |             | 5,836      |   |              |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Total current assets                                                                                                                                                                                                                                                                         |  |             | 12,061     |   |              |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Investments                                                                                                                                                                                                                                                                                  |  |             | 707,500    |   |              |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Total assets                                                                                                                                                                                                                                                                                 |  | $           | 719,561    |   |              | $
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Liabilities and Stockholders' Deficiency                                                                                                                                                                                                                                                     |  |             |            |   |              |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Current liabilities:                                                                                                                                                                                                                                                                         |  |             |            |   |              |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Accounts payable                                                                                                                                                                                                                                                                             |  | $           | 383,453    |   |              | $
|Accounts payable due to related parties                                                                                                                                                                                                                                                      |  |             | 19,500     |   |              |  
|Accrued compensation                                                                                                                                                                                                                                                                         |  |             | 272,500    |   |              |  
|Accrued expenses                                                                                                                                                                                                                                                                             |  |             | 218,676    |   |              |  
|Convertible note payable                                                                                                                                                                                                                                                                     |  |             | 1,666,667  |   |              |  
|Note payable due to a related party                                                                                                                                                                                                                                                          |  |             | 566,461    |   |              |  
|Note payable other                                                                                                                                                                                                                                                                           |  |             | 4,050      |   |              |  
|Deferred revenue                                                                                                                                                                                                                                                                             |  |             | 9,370      |   |              |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Total liabilities                                                                                                                                                                                                                                                                            |  |             | 3,140,677  |   |              |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Commitments and contingencies                                                                                                                                                                                                                                                                |  |             | -          |   |              |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Stockholders' deficiency:                                                                                                                                                                                                                                                                    |  |             |            |   |              |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Preferred stock, $0.0001 par value, 20,000,000 shares authorized, 2,000,000
    shares of Series A with a liquidation preference of $100,000 and 3,000,000 shares of Series B with a liquidation preference
    of $750,000 issued and outstanding as of June 30, 2012 and December 31, 2011 |  |             | 500        |   |              |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Common stock, $0.0001 par value, 750,000,000 shares authorized, 173,002,302 and 148,464,180 and issued and outstanding as of June 30, 2012 and December 31, 2011, respectively                                                                                                               |  |             | 17,300     |   |              |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Additional paid-in capital                                                                                                                                                                                                                                                                   |  |             | 4,055,675  |   |              |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Accumulated deficit                                                                                                                                                                                                                                                                          |  |             | (6,494,591 | ) |              |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Total stockholders' deficiency                                                                                                                                                                                                                                                               |  |             | (2,421,116 | ) |              |  
|                                                                                                                                                                                                                                                                                             |  |             |            |   |              |  
|Total liabilities and stockholders' deficiency                                                                                                                                                                                                                                               |  | $           | 719,561    |   |              | $



The accompanying notes are an integral part
of these condensed financial statements.



4







InterCore Energy, Inc.

(Formerly Heartland Bridge Capital, Inc.)

Condensed Statement of Operations

(Unaudited)



|                                                                   |  | Three months ended June 30, |             |   | Six months ended June 30, |  
|------------------------------------------------------------------ |  | --------------------------- | ----------- | - | ------------------------- | -
|                                                                   |  | 2012                        |             |   | 2011                      |  
|                                                                   |  |                             |             |   |                           |  
|Revenues from related party                                        |  | $                           | 630         |   |                           | $
|                                                                   |  |                             |             |   |                           |  
|Cost of revenues                                                   |  |                             | -           |   |                           |  
|                                                                   |  |                             |             |   |                           |  
|Gross profit (loss)                                                |  |                             | 630         |   |                           |  
|                                                                   |  |                             |             |   |                           |  
|Operating expenses:                                                |  |                             |             |   |                           |  
|                                                                   |  |                             |             |   |                           |  
|Research and development                                           |  |                             | 30,000      |   |                           |  
|General and administrative                                         |  |                             | 249,738     |   |                           |  
|                                                                   |  |                             |             |   |                           |  
|Total operating expenses                                           |  |                             | 279,738     |   |                           |  
|                                                                   |  |                             |             |   |                           |  
|Operating loss                                                     |  |                             | (279,108    | ) |                           |  
|                                                                   |  |                             |             |   |                           |  
|Other expense - Interest                                           |  |                             | (59,708     | ) |                           |  
|                                                                   |  |                             |             |   |                           |  
|Net loss from continuing operations                                |  |                             | (338,816    | ) |                           |  
|                                                                   |  |                             |             |   |                           |  
|Loss from discontinued operations                                  |  |                             | -           |   |                           |  
|                                                                   |  |                             |             |   |                           |  
|Net loss                                                           |  | $                           | (338,816    | ) |                           | $
|                                                                   |  |                             |             |   |                           |  
|Net loss per common share - Basic and diluted                      |  |                             |             |   |                           |  
|Continuing operations                                              |  | $                           | (0.002      | ) |                           | $
|Discountinued operations                                           |  | $                           | -           |   |                           | $
|                                                                   |  | $                           | (0.002      | ) |                           | $
|                                                                   |  |                             |             |   |                           |  
|Weighted average common shares outstanding - Basic and
    diluted |  |                             | 162,518,350 |   |                           |  



The accompanying notes are an integral part
of these condensed financial statements.



5







InterCore Energy, Inc.

(Formerly Heartland Bridge Capital, Inc.)

Condensed Statement of Stockholders'
Deficiency

For the Six Months Ended June 30, 2012

(Unaudited)



|                                                                                                 |  | Preferred Stock
    Series A |           |  | Preferred Stock
    Series B |   |     | Common Stock |  |  | Additional |  |  | Accumulated |     |  | Total  | 
|------------------------------------------------------------------------------------------------ |  | ---------------------------- | --------- |  | ---------------------------- | - | --- | ------------ |  |  | ---------- |  |  | ----------- | --- |  | ------ | 
|                                                                                                 |  | Shares                       |           |  | Amount                       |   |     | Shares       |  |  | Amount     |  |  | Shares      |     |  | Amount | 
|                                                                                                 |  |                              |           |  |                              |   |     |              |  |  |            |  |  |             |     |  |        | 
|Balance, December 31, 2011                                                                       |  |                              | 2,000,000 |  |                              | $ | 200 |              |  |  | 3,000,000  |  |  | $           | 300 |  |        | 
|                                                                                                 |  |                              |           |  |                              |   |     |              |  |  |            |  |  |             |     |  |        | 
|Issuance of common stock for cash in connection
    with exercise of warrants (Note 6(b))        |  |                              | -         |  |                              |   | -   |              |  |  | -          |  |  |             | -   |  |        | 
|                                                                                                 |  |                              |           |  |                              |   |     |              |  |  |            |  |  |             |     |  |        | 
|Shares issued for services (Note 6(c))                                                           |  |                              | -         |  |                              |   | -   |              |  |  | -          |  |  |             | -   |  |        | 
|                                                                                                 |  |                              |           |  |                              |   |     |              |  |  |            |  |  |             |     |  |        | 
|Issuance of shares in connection with investment
    in Epec Biofuels Holdings, Inc. (Note 4(c)) |  |                              | -         |  |                              |   | -   |              |  |  | -          |  |  |             | -   |  |        | 
|                                                                                                 |  |                              |           |  |                              |   |     |              |  |  |            |  |  |             |     |  |        | 
|Issuance of shares in connection with the cashless
    exercise of warrants (Notes 6(b) and 7)   |  |                              | -         |  |                              |   | -   |              |  |  | -          |  |  |             | -   |  |        | 
|                                                                                                 |  |                              |           |  |                              |   |     |              |  |  |            |  |  |             |     |  |        | 
|Net loss                                                                                         |  |                              | -         |  |                              |   | -   |              |  |  | -          |  |  |             | -   |  |        | 
|                                                                                                 |  |                              |           |  |                              |   |     |              |  |  |            |  |  |             |     |  |        | 
|Balance, June 30, 2012                                                                           |  |                              | 2,000,000 |  |                              | $ | 200 |              |  |  | 3,000,000  |  |  | $           | 300 |  |        | 



The accompanying notes are an integral part
of these condensed financial statements.



6







InterCore Energy, Inc.

(Formerly Heartland Bridge Capital, Inc.)

Condensed Statement of Cash Flows

(Unaudited)



|                                                                                                       |  | Six months ended June 30, |         
|------------------------------------------------------------------------------------------------------ |  | ------------------------- | --------
|                                                                                                       |  | 2012                      |         
|                                                                                                       |  |                           |         
|Cash flows used in operating activities:                                                               |  |                           |         
|                                                                                                       |  |                           |         
|Net loss                                                                                               |  | $                         | (785,961
|                                                                                                       |  |                           |         
|Loss from discountinued operations                                                                     |  |                           | -       
|                                                                                                       |  |                           |         
|Loss from continuing operations                                                                        |  |                           | (785,961
|                                                                                                       |  |                           |         
|Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: |  |                           |         
|                                                                                                       |  |                           |         
|Stock-based compensation expense:                                                                      |  |                           |         
|Common shares issued for services                                                                      |  |                           | 225,705 
|Warrants issued for services                                                                           |  |                           | -       
|                                                                                                       |  |                           |         
|Changes in operating assets and liabilities:                                                           |  |                           |         
|Decrease in prepaid expenses and other current assets                                                  |  |                           | 27,268  
|Increase in accounts payable                                                                           |  |                           | 10,094  
|Increase in accounts payable due to related parties                                                    |  |                           | 19,500  
|Increase in accrued compensation                                                                       |  |                           | 134,500 
|Increase in accrued expenses                                                                           |  |                           | 113,636 
|Increase in deferred revenue                                                                           |  |                           | 9,370   
|                                                                                                       |  |                           |         
|Net cash used in continuing operations                                                                 |  |                           | (245,888
|                                                                                                       |  |                           |         
|Net cash used in discontinued operations                                                               |  |                           | -       
|                                                                                                       |  |                           |         
|Net cash used in operations                                                                            |  |                           | (245,888
|                                                                                                       |  |                           |         
|Cash flows provided by (used in) investing activities:                                                 |  |                           |         
|                                                                                                       |  |                           |         
|Investments in:                                                                                        |  |                           |         
|Epec Biofuels Holdings, Inc.                                                                           |  |                           | (150,000
|HepatoChem, Inc.                                                                                       |  |                           | (110,000
|Legends & Heroes, Inc.                                                                                 |  |                           | (75,000 
|                                                                                                       |  |                           |         
|Net cash used in investing activities in continuing operations                                         |  |                           | (335,000
|                                                                                                       |  |                           |         
|Net cash provided by the acquisition of discountinued operations                                       |  |                           | -       
|                                                                                                       |  |                           |         
|Net cash provided by (used in) investing activities                                                    |  |                           | (335,000
|                                                                                                       |  |                           |         
|Cash flows provided by (used in) financing activities:                                                 |  |                           |         
|                                                                                                       |  |                           |         
|Proceeds from sale of common stock                                                                     |  |                           | -       
|Proceeds from the exercise of warrants                                                                 |  |                           | 390,660 
|Proceeds from issuance of notes payable due to a related party                                         |  |                           | 150,000 
|Repayment of notes payable                                                                             |  |                           | (5,969  
|                                                                                                       |  |                           |         
|Net cash flows provided by financing activities in
    continuing operations                           |  |                           | 534,691 
|                                                                                                       |  |                           |         
|Net cash flows provided by financing activities in
    discontinued operations                         |  |                           | -       
|                                                                                                       |  |                           |         
|Net cash flows provided by financing activities                                                        |  |                           | 534,691 
|                                                                                                       |  |                           |         
|Net increase (decrease) in cash                                                                        |  |                           | (46,197 
|                                                                                                       |  |                           |         
|Cash - Beginning of period                                                                             |  |                           | 52,422  
|                                                                                                       |  |                           |         
|Cash - End of period                                                                                   |  | $                         | 6,225   
|                                                                                                       |  |                           |         
|Supplemental disclosures of cash flow information:                                                     |  |                           |         
|                                                                                                       |  |                           |         
|Cash paid for:                                                                                         |  |                           |         
|Interest                                                                                               |  | $                         | 160     
|Income taxes                                                                                           |  | $                         | -       
|                                                                                                       |  |                           |         
|Supplemental disclosures of non-cash operating, investing, and financing activities:                   |  |                           |         
|                                                                                                       |  |                           |         
|Issuance of note payable in satisfaction of accounts payable                                           |  |                           |         
|                                                                                                       |  |                           |         
|Acquisition of iSafe companies:                                                                        |  |                           |         
|Acquisition of assets other than cash                                                                  |  | $                         | -       
|Assumption of liabilities                                                                              |  | $                         | -       
|Issuance of common stock                                                                               |  | $                         | -       
|Issuance of warrants                                                                                   |  | $                         | -       



The accompanying notes are an integral part
of these condensed financial statements.



7







InterCore Energy, Inc. and Subsidiaries

(Formerly Heartland Bridge Capital,
Inc.)

Notes to the Condensed Financial Statements

June 30, 2012

(Unaudited)



| | 1) | Business
| | -- | --------



InterCore Energy, Inc. (formerly known
as Heartland Bridge Capital, Inc.) (the "Company") was organized under the laws of the State of Delaware on April 29,
2010. While operating as Heartland Bridge Capital, inc., the Company focused upon investments and acquisition opportunities primarily
in products and companies involved in the market segments of clean and renewable energy, medical technology,
nanotechnology, and environmentally-friendly (green) waste management. On March 30, 2012, the Company decided to intensify its
focus in the energy sector and the related opportunities within and, to that end, the Board of Directors elected to change the
name of the Company to InterCore Energy, Inc.



On March 22, 2011, the Company acquired
100% of the ownership interests in iSafe Imaging, LP, eMediSafe, LP, and iSafe Imaging Canada Ltd. (collectively referred to as
"iSafe") and onNovember 22, 2011, sold iSafe to a company controlled by the Company's
majority shareholder.



| | 2) | Basis of Presentation and Going Concern
| | -- | ---------------------------------------



The accompanying unaudited
condensed financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q of the Securities
and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by accounting principles
generally accepted in the United States of America ("US GAAP"). However, in the opinion of management, the accompanying
unaudited condensed financial statements contain all normal and recurring adjustments necessary to present fairly the financial
position of the Company as of June 30, 2012 and the related statements of operations and cash flows for the interim period then
ended. The balance sheet amounts as of December 31, 2011 were derived from audited financial statements. For further information,
refer to the audited financial statements and related disclosures that were filed by the Company with the Securities and Exchange
Commission on Form 10-K/A for the fiscal year ended December 31, 2011 on May 11, 2012.



The accompanying condensed financial statements
have been prepared assuming that the Company will continue as a going concern. The Company incurred significant losses and negative
cash flows from operations since its inception in April 2010 and has an accumulated deficit of $6,494,591 as of June 30, 2012.
Cash used in operating activities during the six months ended June 30, 2012 totaled $245,888 and it has a working capital deficiency
of $3,128,616 as of June 30, 2012. These conditions raise substantial doubt about the Company's ability to continue as a going
concern. The Company has historically financed its activities through the private placement of equity securities. To date, it has
dedicated most of its financial resources to general and administrative expenses in the pursuit of the business plan described
in the preceding paragraphs.



8









The Company’s ability to execute
its business plan is dependent upon its ability to raise additional equity, secure debt financing, and/or generate revenue.



The Company can give no assurance that
such financing will be available on reasonable terms or available at all or that it can generate revenue. Should the Company not
be successful in obtaining the necessary financing or generating revenue to fund its operations, the Company would need to curtail
or cease its operational activities. The accompanying condensed financial statements do not include any adjustments that might
be necessary should the Company be unable to continue as a going concern.



| | 3) | Significant Accounting Policies and Recent Accounting
Pronouncements
| | -- | --------------------------------------------------------------------



| | a) | Significant Accounting Policies
| | -- | -------------------------------



The Company's complete accounting policies
are described in Note 3 to the audited financial statements contained in the Annual Report on Form 10-K for the year ended December
31, 2011.



Use of Estimates - The preparation
of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses for the reporting period. Management bases its estimates on historical experience
and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those
estimates.



Stock-Based Compensation -The
Company accounts for options granted to employees by measuring the cost of services received in exchange for the award of equity
instruments based upon the fair value of the award on the date of grant. The fair value of that award is then ratably recognized
as expense over the period during which the recipient is required to provide services in exchange for that award. Options and warrants
granted to consultants and other non-employees are recorded at fair value as of the grant date and subsequently adjusted to fair
value at the end of each reporting period until such options and warrants vest, and the fair value of such instruments, as adjusted,
is expensed over the related vesting period.



Stock-based compensation expense aggregated
zero and $96,202 for the three months ended June 30, 2012 and 2011, respectively, and zero and $225,705 for the six months
ended June 30, 2012 and 2011, respectively was classified in general and administrative expense.



9









Earnings (Loss) Per Share
- The Company calculates basic and diluted net loss per common share by dividing net loss by the weighted-average number of common
shares outstanding for the period. Basic and diluted net loss per common share were the same since the inclusion of common shares
issuable pursuant to the exercise of warrants and the conversion of preferred stock in the calculation of diluted net loss per
common share would have been anti-dilutive.



The following table summarizes the number
of common shares and common share equivalents excluded from the calculation of diluted net loss per common share for the six months
ended June 30, 2012 and 2011:



|                                     |  | 2012 |             |  | 2011 | 
|------------------------------------ |  | ---- | ----------- |  | ---- | 
|                                     |  |      |             |  |      | 
|Warrants                             |  |      | 16,980,390  |  |      | 
|Series A Convertible Preferred Stock |  |      | 18,000,000  |  |      | 
|Series B Convertible Preferred Stock |  |      | 135,000,000 |  |      | 
|Convertible note                     |  |      | 16,878,087  |  |      | 
|Total                                |  |      | 186,858,477 |  |      | 





10







Intangible Assets - The Company
accounts for intangible assets at their historical cost and records amortization utilizing the straight-line method over periods
ranging from five years to ten years based upon their estimated useful lives.



Investments- The Company
accounts for investments in other entities under the cost method of accounting when the Company does not hold a significant interest
in nor has any management control over those entities.



Fair Value - The Company
determines the estimated fair value of amounts presented in these financial statements using available market information and appropriate
methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The
estimates presented in the financial statements are not necessarily indicative of the amounts that we could realize in a current
exchange between buyer and seller. The use of different market assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts. We have based these fair value estimates on pertinent information available as of June
30, 2012 and December 31, 2011 and, as of those dates, the carrying value of all amounts approximates fair value.



We have categorized our assets and liabilities
at fair value based upon the following fair value hierarchy:



| | a) | Level 1 inputs which utilize quoted prices (unadjusted) in active markets for identical assets
or liabilities that we have the ability to access.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | Level 2 inputs which utilize other-than-quoted prices that are observable, either directly or indirectly.
Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and
other information that are observable at commonly quoted intervals.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | Level 3 inputs which are unobservable and are typically based on our own assumptions, including
situations where there is little, if any, market activity.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



In certain cases, the inputs used to measure
fair value may fall into different levels of the fair value hierarchy. In such cases, we categorize such asset or liability based
on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance
of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset
or liability.



Both observable and unobservable inputs
may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized
gains and losses for assets within the Level 3 category presented in the tables below may include changes in fair value that were
attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company
data) inputs.



11





The following are the major categories of assets measured at
fair value during the six months ended June 30, 2012 using quoted prices in active markets for
identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):





|               |  | Level 1:      |   |  |             |   |   |              |  |   |            |  |  |            |        
|-------------- |  | ------------- | - |  | ----------- | - | - | ------------ |  | - | ---------- |  |  | ---------- | -------
|               |  | Quoted Prices |   |  | Level 2:    |   |   |              |  |   | Total      |  |  | Total      |        
|               |  | In Active     |   |  | Significant |   |   | Level 3:     |  |   | Assets     |  |  | Impairment |        
|               |  | Markets For   |   |  | Other       |   |   | Significant  |  |   | As Of      |  |  | For        |        
|               |  | Identical     |   |  | Observable  |   |   | Unobservable |  |   | The Period |  |  | The Period |        
|               |  | Assets        |   |  | Inputs      |   |   | Inputs       |  |   | Ended      |  |  | Ended      |        
|               |  |               |   |  |             |   |   |              |  |   |            |  |  |            |        
|June 30, 2012: |  |               |   |  |             |   |   |              |  |   |            |  |  |            |        
|               |  |               |   |  |             |   |   |              |  |   |            |  |  |            |        
|Investments    |  | $             | - |  |             | $ | - |              |  | $ | 707,500    |  |  | $          | 707,500



Based on its assessments, the Company did
not record any asset impairment charges during the six months ended June 30, 2012 and 2011, Additionally, there were no changes
in fair value, including net transfers in and/or out of the Level 3 type asset/liability category, of all financial asset and liabilities
measured at fair value on a recurring basis using significant unobservable inputs during the three and six months ended June 30,
2012 and 2011.



Impairment of Long-Lived Assets
- The Company reviews long-lived assets, including intangible assets other than goodwill, for impairment whenever changes in circumstances
indicate that the carrying value of the asset may not be recoverable. In connection with this review, the Company also reevaluates
the periods of depreciation and amortization for these assets. The Company assesses recoverability by determining whether the net
book value of the related asset will be recovered through the projected undiscounted future cash flows of the asset. If the Company
determined that the carrying value of the asset may not be recoverable, it measures any impairment based on the projected future
discounted cash flows as compared to the asset’s carrying value. Based on its assessments, the Company did not incur any
impairment charges during the six months ended June 30, 2012 and 2011.



Financial Instruments - The
Company records financial instruments consisting of cash, accounts receivable, and accounts payable at historical cost and notes
payable at face value less principal repayments and considers such amounts to approximate fair value due to their short term nature
of those instruments.





12







Discontinued Operations -
On March 22, 2011 and as more fully described in Note 10, the Company acquired the operations of iSafe and onNovember 22, 2011, sold it to a company controlled by the Company's majority shareholder. Consequently, the operating results
of that entity during 2011 are presented in these financial statements as discontinued operations.



Retroactive Adjustment For Forward
Stock Split - On May 15, 2012, the Company effected a nine-for-one forward stock split of its Common Stock. Consequently,
all earnings per share and other share related amounts and disclosures have been retroactively adjusted for this action.



| | b) | Recent Accounting Pronouncements
| | -- | --------------------------------



In May 2011, the FASB issued "Amendments
to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs". This updated accounting guidance
establishes common requirements for measuring fair value and for disclosing information about fair value measurements in accordance
with GAAP and International Financial Reporting Standards. This guidance includes amendments that clarify the intent about the
application of existing fair value measurements and disclosures, while other amendments change a principle or requirement for fair
value measurements or disclosures. This guidance is effective for interim and annual periods beginning after December 15, 2011.
The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position
and results of operations.



In June 2011, the Financial Accounting
Standards Board issued Accounting Standards Update No. 2011-05, “Presentation of Comprehensive Income". This update
provides companies two options for presenting Other Comprehensive Income (“OCI”) which currently is included as part
of the statement of stockholders’ equity. An OCI statement can now be included within the income statement, which together
will make a statement of total comprehensive income. Alternatively, companies can also present an OCI statement that is separate
from an income statement, but the two statements must appear consecutively within a financial report. This statement is effective
for fiscal quarters and years beginning after December 15, 2011. The effect of adopting this statement had no impact on the Company’s
financial position or results of operations.



Other recent accounting pronouncements
issued by the FASB and the SEC did not have, or are not believed by management to have, a material impact on the Company's present
or future consolidated financial statements.



13







| | 4) | Investments
| | -- | -----------



Investments as of June 30, 2012 and December
31, 2011 consisted of the following:



|                             |  | 2012 |         |  | 2011 |  
|---------------------------- |  | ---- | ------- |  | ---- | -
|                             |  |      |         |  |      |  
|HepatoChem, Inc.             |  | $    | 210,000 |  |      | $
|                             |  |      |         |  |      |  
|Legends and Heroes, Inc      |  |      | 325,000 |  |      |  
|                             |  |      |         |  |      |  
|Epec Biofuels Holdings, Inc. |  |      | 172,500 |  |      |  
|                             |  |      |         |  |      |  
|Total                        |  | $    | 707,500 |  |      | $



The Company owns 12%
or less of the common stock of each entity on a fully diluted basis, and has no control or significant influence over management.
All such investments are accounted for utilizingthe cost method of accounting.



| | a) | HepatoChem, Inc.
| | -- | ----------------



HepatoChem is a
privately held company that offers pharmaceutical and biotech companies a reliable and efficient means of accessing small
molecule metabolites in quantities needed in the drug development process. The investment consists of 21,000 shares of Series
A Convertible Preferred Stock as of June 30, 2012 representing approximately 4% of the total shares outstanding on a
fully diluted basis as of June 30, 2012. Such securities have liquidation preference over the company’s common stock, are
convertible into the company’s common stock, have voting rights, and have certain protective voting provisions to help
maintain their preferential position.



| | b) | Legends & Heroes, Inc.
| | -- | ----------------------



Legends & Heroes is a privately
held company that developed and markets garments that constantly delivers cosmetic and other ingredients to the wearer's skin.
.. The investment consists of approximately 82,723 shares of common stock representing approximately 3% of the total shares outstanding
as of June 30, 2012.



| | c) | Epec Biofuels Holdings, Inc.
| | -- | ----------------------------



Epec Biofuels ("Epec")
is a privately held company that is pursuing the developmentof ethanol production facilities which
utilize sweet sorghum as a feedstock rather than corn or sugarcane. The investment consists of 8,000,000 shares of common
stock representing approximately 12% of the total shares outstanding on a fully diluted basis as of June 30, 2012.



14









Under the terms of the Epec
investment agreement dated May 21, 2012:



| | i) | The Company agreed to purchase 20,000,000 shares of common stock of Epec
for the following consideration:
| | -- | ---------------------------------------------------------------------------------------------------------



| | a) | $150,000 cash;
| | -- | --------------



| | b) | 2,250,000 shares of the Company's common stock; and
| | -- | ---------------------------------------------------



| | c) | A commitment to pay an additional $600,000 in cash in four equal payments on June 15, June 30, July 15,
and July 31, 2012. This was subsequently amended to one lump sum payment on or before August 15, 2012;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii) | 8,000,000 of the 20,000,000 shares of Epec were issued to the Company and
the balance of 12,000,000 shares will be issued upon payment of the $600,000 described immediately above; The Company has not made the $600,000 payment and is not in compliance with the investment
agreement. However, Epec has not issued the Company a formal notice of default; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iii) | The Company has the right through May 2015 to elect
one seat on Epec's Board of Directors and a second seat upon payment of the $600,000 described immediately above.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------















The Company accounted
for this investment at cost as follows:



|Cash                                                           |  | $ | 150,000 | 
|-------------------------------------------------------------- |  | - | ------- | 
|Issuance of 2,250,000 shares of
    common stock at fair value |  |   | 22,500  | 
|                                                               |  |   |         | 
|Total                                                          |  | $ | 172,500 | 



| | 5) | Notes Payable
| | -- | -------------



Notes payable as of June 30, 2012 and December 31, 2011 consisted of the following:



|                              |  | 2012 |           |  | 2011 |  
|----------------------------- |  | ---- | --------- |  | ---- | -
|                              |  |      |           |  |      |  
|Convertible note payable      |  | $    | 1,666,667 |  |      | $
|                              |  |      |           |  |      |  
|Note payable to related party |  |      | 566,461   |  |      |  
|                              |  |      |           |  |      |  
|Other                         |  |      | 4,050     |  |      |  
|                              |  |      |           |  |      |  
|Total                         |  | $    | 2,237,178 |  |      | $



15







The notes payable described above were classified as current liabilities as of June 30, 2012 and December 31, 2011.



| | a) | Convertible note payable
| | -- | ------------------------



On December 8, 2010, the Company issued the convertible note payable in connection with the acquisition of rights to a royalty stream related to the sales of the Myself pelvic muscle trainer



This note accrues interest at the
rate of 10% per annum and such interest is payable monthly. The principal amount is due in five equal installments at the end of
each quarter through June 30, 2012 and matured on that date. Principal and accrued interest is convertible into common stock at
the rate of $0.167 per share at any time at the option of the holder. The Company has the option at any time to pay principal and
accrued interest with common stock in lieu of cash at the rate of $0.111 per common share.



On March 31, 2011, the Company
elected to pay principal of $333,333 and accrued interest of $60,821 through the issuance of 3,547,386 shares of common stock at
the rate of $0.111 per share as permitted under the terms of the note.



As of June 30, 2012, the Company
is not in compliance with the terms of this note due to non-payment of principle and interest. However, the note holder has not
issued the Company a formal notice of default.





| | b) | Note payable due to a related party
| | -- | -----------------------------------



On various dates from December
16, 2010 through June 30, 2012, the Company entered into a series of short term notes with the Rockland Group, the Company's majority
shareholder and an entity controlled by one of the Company's Directors in the aggregate principal amount of $481,297. During that
period, principal and interest due for all these notes were consolidated into one note which accrues interest at the rate of 15%
per annum and matures on September 30, 2012.



16







| | 6) | Common Stock
| | -- | ------------



| | a) | On March 30, 2012, the Company's the Board of Directors approved a resolution implementing a
                                                          nine-for-one                                                           forward
                                                          stock split of the Company's Common Stock and increasing                                                           the total
                                                          number of authorized shares of Common Stock to
                                                          750,000,000. Those actions became effective on May 15, 2012. Consequently, all earnings per share and other share related
                                                          amounts and disclosures have been retroactively adjusted to reflect such actions.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | On May 15, 2012, the Company issued 18,032,166 shares of common stock pursuant to the exercise
of warrants by the holders for the purchase 27,000,000 shares of common stock utilizing the cashless exercise provision of those
instruments. This transaction was accounted for as an increase to common stock of $1,803, representing the par value of the shares
issued, with a corresponding decrease to additional paid-in capital
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | On various dates during the six months ended June 30, 2012, the Company issued 3,515,940 shares
of common stock at $0.111 per share to private investors in connection with the exercise of warrants and received proceeds of $390,308.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d) | On various dates during the six months ended June 30, 2012 and 2011, the Company issued
                                                          740,016 and 700,875 shares of common stock, respectively, under the terms of a service agreement. Such shares were valued at
                                                          an average of $0.31 and $0.19 per share, respectively, based upon the then most recent amount per share for which the
                                                          Company                                                           sold
                                                          shares of common stock to third-party investors and the most                                                           recent
                                                          closing price of the Company's shares. During the three
                                                          months ended June 30, 2012 and 2011, the Company recorded expense in, then this connection of $96,202 and $100,125,
                                                          respectively.                                                           During the six months ended June 30, 2012 and 2011,
                                                          the Company recorded expense in this connection of $225,705 and
                                                          $135,725,                                                           respectively. All such amounts were classified in
                                                          general                                                           and administrative expense.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7) | Warrants
| | -- | --------



The Company utilized the Black-Scholes
option pricing model to estimate the fair value of such instruments. The stock price on the date of issuance was based upon the
most recent price per share realized in the private placement of common shares as there is no established public market for the
Company's common stock. The risk-free interest rate assumption was based upon the observed interest rates appropriate for the expected
term of the equity instruments. The expected volatility assumption was based upon the historical volatility of the common stock
of comparable companies. The expected dividend yield was assumed to be zero as the Company has not paid any dividends since its
inception and does not anticipate paying dividends in the foreseeable future.



17







Assumptions made in calculating the fair
value of warrants during the six months ended June 31, 2012 and 2011 were as follows:



|                         |  | 2012      |  | 2011       
|------------------------ |  | --------- |  | -----------
|                         |  |           |  |            
|Risk free interest rate  |  | 0.3%      |  | 0.8% - 2.1%
|Dividend yield           |  | Zero      |  | Zero       
|Volatility               |  | 100%      |  | 100%       
|Expected term (in years) |  | 1.6 - 1.7 |  | 3.0 - 3.7  



On April 13, 2012 and May 14,
2012, the Company entered into warrant repricing agreements wherein the exercise price for Series C, D, and E Warrants of
$0.56, $0.44, and $0.33 per share, respectively, were collectively revised to $0.056 per share. The Company recorded no
expense during the three months ended June 30, 2012 in connection with such repricing as the incremental fair value was
determined to be de minimus.



On May 15, 2012, as previously described
in Note 6(b), warrants for the purchase 27,000,000 shares of common stock were exercised by the holders utilizing the cashless
exercise provision of those instruments.



A summary of the changes in warrants outstanding
during the six months ended June 30, 2012 is as follows:



|                                      |  |           |             |   | Weighted  |   |      | Weighted     |  |  |           | 
|------------------------------------- |  | --------- | ----------- | - | --------- | - | ---- | ------------ |  |  | --------- | 
|                                      |  |           |             |   | Average   |   |      | Average      |  |  |           | 
|                                      |  |           |             |   | Exercise  |   |      | Remaining    |  |  | Aggregate | 
|                                      |  | Number of |             |   | Price     |   |      | Contractual  |  |  | Intrinsic | 
|                                      |  | Shares    |             |   | Per Share |   |      | Term (Years) |  |  | Value     | 
|                                      |  |           |             |   |           |   |      |              |  |  |           | 
|Outstanding at December 31, 2011      |  |           | 47,496,330  |   |           | $ | 0.33 |              |  |  | 2.1       | 
|Granted                               |  |           | -           |   |           |   |      |              |  |  |           | 
|Exercised - Cash                      |  |           | (3,515,940  | ) |           | $ | 0.11 |              |  |  |           | 
|Exercised - Cashless exercise         |  |           | (27,000,000 | ) |           | $ | 0.11 |              |  |  |           | 
|Forfeited                             |  |           | -           |   |           |   |      |              |  |  |           | 
|Outstanding at June 30, 2012          |  |           | 16,980,390  |   |           | $ | 0.17 |              |  |  | 1.5       | 
|                                      |  |           |             |   |           |   |      |              |  |  |           | 
|Warrants exercisable at June 30, 2012 |  |           | 16,980,390  |   |           | $ | 0.17 |              |  |  | 1.5       | 



| | 8) | Commitments and Contingencies
| | -- | -----------------------------





| | a) | In connection with the Company's investment in Epec as more fully described in Note 4(c)(i), the
Company committed to pay an additional $600,000 in cash on or before August 15, 2012. Upon such payment, Epec will deliver an additional
12,000,000 shares of its common stock to the Company.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | The Company is subject to litigation in the ordinary
course of business. Management believes that the Company
has adequate insurance coverage and accrues loss contingencies for all known matters that are probable and can be reasonably estimated
and that the resolution of any such items will not have a material effect upon the Company's financial position or results of
operations.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





18







| | 9) | Licensing/Sale Agreement
| | -- | ------------------------



One June 7, 2012, the Company entered into
an agreement with Biopack Environmental, Inc. ("Biopack") granting it in exchange for the payment of a licensing fee
of $10,000 the exclusive right to develop and market for a one year period beginning with the date of the agreement a novel medical
applicator owned by the Company that is capable of delivering medicants and internal devices into the human body in an atraumatic
fashion.



Terms of this agreement permit Biopack
to acquire ownership of this product during the one year period beginning with the date of this agreement by assuming certain liabilities
incurred by the Company related to the development of this product. Additionally, under certain terms and conditions during that
period, the Company has the right to require Biopack to acquire ownership of this product.



The licensing fee is being amortized to
income ratably over the term of the agreement.



Biopack is a related party as it is controlled
by the Rockland Group, the Company's majority shareholder and an entity controlled by one of the Company's Directors,



| | 10) | Discontinued Operations
| | --- | -----------------------



On March 22, 2011and as more fully described in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2011 as filed with the
Commission on May 11, 2012, financial statement footnote 11(c), the Company acquired the operations
of iSafe and onNovember 22, 2011, sold it to a company controlled by the Company's majority
shareholder. Consequently, the operating results of that entity are presented in these financial statements as discontinued operations.



Summarized financial information for discontinued
operations for the three and six month periods ended June 30, 2011 is a follows:

|                                      |  | Three         |          |   | Six           |  
|------------------------------------- |  | ------------- | -------- | - | ------------- | -
|                                      |  | Months        |          |   | Months        |  
|                                      |  | Ended         |          |   | Ended         |  
|                                      |  | June 30, 2011 |          |   | June 30, 2011 |  
|                                      |  |               |          |   |               |  
|Revenues                              |  | $             | 170,931  |   |               | $
|Cost of revenues                      |  |               | 176,813  |   |               |  
|Gross profit (loss)                   |  |               | (5,882   | ) |               |  
|General and administrative expenses   |  |               | 153,257  |   |               |  
|Interest expense                      |  |               | 823      |   |               |  
|Net loss from discontinued operations |  | $             | (159,962 | ) |               | $



19







| | 11) | Related Party Transactions
| | --- | --------------------------



| | a) | As more fully described in Note 5(b), the Company has a note payable due to the Rockland Group,
the Company's majority shareholder and an entity controlled by one of the Company's Directors.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | As more fully described in Note 8, onNovember 22, 2011, the Company sold iSafe to an entity that is controlled by the same individual described in "a"
immediately above.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | As more fully described in Note 9, onJune 7, 2012, the Company entered into a licensing/sale agreement for a novel medical product owned by the Company with
an entity that is controlled by the same individual described in "a" immediately above.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d) | Accounts payable due to related parties as of June 30, 2012 includes
$11,500 dueto the Rockland Group, the Company's majority shareholder and an entity controlled by one of the Company's Directors,
and $8,000 due to Rivercoach Partners, LP, an entity controlled by the Company's Vice President of Investments.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 12) | Subsequent Events
| | --- | -----------------





| | a) | On July 16, 2012, the Company signed an extension of a Letter of Intent in connection with the
potential acquisition of an operating company in the energy field. Consummation of such a transaction is subject to the completion
of due diligence and the negotiation and execution of a stock purchase agreement and other related agreements that are satisfactory
to all concerned parties on or before September 30, 2012. The Company can make no assurances or representations as to the probability
of the consummation of this transaction.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | On July 18, 2012, the Company issued 252,000 shares of common stock at $0.056 per share to private
investors in connection with the exercise of warrants and received aggregate proceeds of $14,000.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | c) | On July 20, 2012, the Company granted warrants to officers and members of management for the purchase
of 23,500,000 shares of common stock at prices ranging from $0.12 to $0.30 per share. Such warrants vest in equal amounts on February
1, 2013, August 1, 2013, and February 1, 2014.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | d) | On or before August 31, 2012, the Company is obligated to issue 18,000,000 shares of common stock
to a party which holds the convertible promissory note as described in Note 5(a) and 3,000,000 shares of the Company's Series B
Convertible Preferred Stock. This obligation arose in July 2012 under the terms of the Asset Purchase Agreement dated December
9, 2010 related to the acquisition of the rights to a royalty stream based on the profits of the Myself pelvic muscle trainer.
Specifically, this obligation arose due to the average closing price of the Company's common stock during July 2012 being below a
defined price level. Although those shares have not been issued as of the date of this report on Form 10-Q, the Company is in the
process of issuing such shares and only administrative matters need to be completed for their actual issuance. Consequently, they
have been deemed to have been issued for all share related disclosures in this report.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Management has evaluated subsequent events to determine if events or transactions occurring after the
balance sheet date require potential adjustment to or disclosure in such financial statements.





20









|ITEM 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations
|------ | -------------------------------------------------------------------------------------



Our Management’s
Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking
statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local
general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to
successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing
government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the
loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy
or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology;
and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.



Although the forward-looking statements
in this Quarterly Statement reflect the good faith judgment of our management, such statements can only be based on facts and factors
currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties,
the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.
You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we
attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations,
and prospects.



The following discussion and analysis of
financial condition and results of operations of the Company is based upon, and should be read in conjunction with, its unaudited
financial statements and related notes elsewhere in this Form 10-Q, which have been prepared in accordance with accounting principles
generally accepted in the United States.



Summary Overview



We were incorporated on April 29, 2010
as I-Web Media, Inc. to pursue a website development and internet marketing business. In connection with a change of control on
November 3, 2010, we appointed new management and directors, changed our name to Heartland Bridge Capital, Inc., and changed our
business focus to investments and acquisition opportunities primarily in products and companies involved in the market segments of clean and renewable energy, medical technology, nanotechnology, and environmentally-friendly (green) waste management.



On March 30, 2012, we decided to further
intensify our focus in the energy sector and the related opportunities within and, to that end, we elected to change the name of
the Company to InterCore Energy, Inc. While operating as Heartland Bridge Capital, Inc. and as more fully described
in our Annual Report on Form 10-K for the year ended December 31, 2011 as filed with the Commission on May 11, 2012, we
have assembled an excellent portfolio of investments in the life sciences arena and look forward to maximizing
their value to our shareholders. During the three months ended March 31, 2012, we invested an additional $185,000 in those entities,
but do not expect to make any additional investments of that nature in the long term.



21









During the three months ended June 30,
2012, we invested $172,500 in Epec Biofuels Holdings, Inc. This entity is developing alternative manufacturing technologies and
distribution methods for ethanol and represents our first investment in the energy sector. Epec's technology allows sweet sorghum
to be used to replace corn as the feedstock for bioethanol production. Sweet sorghum is abundant in supply, has a lower cost than
corn, is tolerant of drought conditions, and allows for multiple annual harvests. Using Epec's integrated approach, bioethanol
should be produced with dramatically higher yields on a pound-for-pound basis with significant valuable co-products.



For the long term, we believe that
the  more intense focus under our new name on the many exciting opportunities in the energy sector will provide returns at
least as attractive but with better marketplace understanding and response.



These financial statements were prepared
under the assumption that we will continue as a going concern. Our ability to do so is dependent upon our ability to obtain additional
equity or debt financing, reduce expenditures, and/or generate revenue. These financial statements do not include any adjustments
that might result from the outcome of that uncertainty.



Current cash and working capital resources,
including funds recently received from the sale of equity securities, are not sufficient to support our activities. We plan to
fund our activities through the sale of equity securities as more fully described in the Liquidity and Capital Resources
section in the following paragraphs.



Liquidity and Capital Resources



We had cash of $6,000 at June 30, 2012
compared to $52,000 at December 31, 2011. This net decrease of $46,000 consisted of:



|$ | 535,000  |   |  | Proceeds from financing activities
|- | -------- | - |  | ----------------------------------
|  | (335,000 | ) |  | Cash used in investing activities 
|  | (246,000 | ) |  | Cash used in operating activities 
|$ | (46,000  | ) |  | Net decrease                      



We have incurred significant losses and
negative cash flows from operations since our inception in April 2010. We have an accumulated deficit of $6,495,000 and a working
capital deficiency of $3,129,000 as of June 30, 2012. These conditions raise substantial doubt about our ability to continue as
a going concern. We have historically financed our activities through the private placement of equity securities. To date, we have
dedicated most of our financial resources to general and administrative expenses in the pursuit of the business plan described
in the preceding paragraphs.



22







We plan to fund our development
and commercialization activities beyond June 30, 2012 primarily through the sale of debt or equity securities. We cannot be
certain that such funding will be available on acceptable terms or available at all. To the extent that we raise additional
funds by issuing equity securities, our stockholders may experience significant dilution. If we are unable to raise funds
when required or on acceptable terms, we may have to: a) Significantly delay, scale back, or discontinue the development
and/or commercialization of one or more product candidates; b) Seek collaborators for product candidates at an earlier stage
than would otherwise be desirable and/or on terms that are less favorable than might otherwise be available; or c) Relinquish
or otherwise dispose of rights to technologies, product candidates, products, or services that we would otherwise seek
to develop or commercialize ourselves.



We can give no assurance that such financing
will be available on reasonable terms or available at all or that it can generate revenue. Should we not be successful in obtaining
the necessary financing or generate revenue to fund our operations, we would need to curtail or cease operational activities. The
accompanying condensed consolidated financial statements do not include any adjustments that might be necessary should we be unable
to continue as a going concern.



Critical Accounting Policies



The following accounting policies are critical in fully understanding
and evaluating our financial statements:



| | a) | Valuation and recovery of intangible and investment assets; and
| | -- | ---------------------------------------------------------------

| | b) | Stock-based compensation.
| | -- | -------------------------



Our accounting policies are described in
Note 3 to the condensed financial statements for the six months ended June 30, 2012 contained elsewhere in this report and in Note
3 to the audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2011.



Results of Operations



For the three months ended June 30, 2012 compared to the
three months ended June 30, 2011



Revenues and Cost of Revenues



Our financial statements for the three
months ended June 30, 2012 and 2011 do not report revenues and cost of revenues for iSafe as it was sold in November 2011 and,
consequently, all such amounts have been reclassified to discontinued operations.



Revenues of $1,000 reported for the three
months ended June 30, 2012 are attributable to the licensing of development and marketing rights to a novel medical applicator.



Research and Development Expense



Research and development expense for the
three months ended June 30, 2012 was $30,000 compared to $39,000 for the comparable period in the prior year. Such expenditures
were comparable and are attributable to research and development activity associated with the novel medical applicator owned by
us.



23







General and Administrative Expense



General and administrative expense for
the three months ended June 30, 2012 was $250,000 compared to $411,000 for the comparable period in the prior year. This decrease
of $161,000 consisted primarily of decreases of $60,000 in professional fees and $94,000 in stock based compensation expenses associated
with activities necessary to establish our operations and implement our business plan. The former was attributable to the absence
of unusual and non-recurring activity in 2012 that was present in 2011 associated with the establishment of the business. Professional
fees consist of management, legal, financial advisory, audit, and other professional fees while stock-based compensation is a non-cash
charge related to equity incentives for management and financial advisors.



Interest Expense



Interest expense for the three months ended
June 30, 2012 was $60,000 compared to $44,000 for the comparable period in the prior year. These amounts are attributable to the
increase in the various notes payable outstanding during that period.



Loss From Discontinued Operations



On March 22, 2011and as more fully described in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 as filed with the
Commission on May 11, 2012, financial statement footnote 11(c), the Company acquired the operations
of iSafe and onNovember 22, 2011, sold it to a company controlled by the Company's majority
shareholder. Consequently, the operating results of that entity are presented in these financial statements as discontinued operations.



Summarized financial information for discontinued operations
for the three months ended June 30, 2011 is a follows:



|Revenues                              |  | $ | 171,000  |  
|------------------------------------- |  | - | -------- | -
|Cost of revenues                      |  |   | 177,000  |  
|Gross profit (loss)                   |  |   | (6,000   | )
|General and administrative expenses   |  |   | 153,000  |  
|Interest expense                      |  |   | 1,000    |  
|Net loss from discontinued operations |  | $ | (160,000 | )



24







For the six months ended June 30, 2012 compared to the
six months ended June 30, 2011



Revenues and Cost of Revenues



Our financial statements for the six months
ended June 30, 2012 and 2011 do not report revenues and cost of revenues for iSafe as it was sold in November 2011 and, consequently,
all such amounts have been reclassified to discontinued operations.



Revenues of $1,000 reported for the six
months ended June 30, 2012 are attributable to the licensing of development and marketing rights to a novel medical applicator
owned by us.



Research and Development Expense



Research and development expense for the
six months ended June 30, 2012 was $91,000 compared to $104,000 for the comparable period in the prior year. Such expenditures
were comparable and are attributable to research and development activity associated with the novel medical applicator.



General and Administrative Expense



General and administrative expense for
the six months ended June 30, 2012 was $579,000 compared to $815,000 for the comparable period in the prior year. This decrease
of $236,000 consisted primarily of decreases of $72,000 in professional fees and $127,000 in stock based compensation expenses
associated with activities necessary to establish our operations and implement our business plan. The former was attributable to
the absence of unusual and non-recurring activity in 2012 that was present in 2011 associated with the establishment of the business.
Professional fees consist of management, legal, financial advisory, audit, and other professional fees while stock-based compensation
is a non-cash charge related to equity incentives for management and financial advisors.





Interest Expense



Interest expense for the six months ended
June 30, 2012 was $116,000 compared to $97,000 for the comparable period in the prior year. These amounts are attributable to the
increase in the various notes payable outstanding during that period.



25







Loss From Discontinued Operations



On March 22, 2011and as more fully described in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 as filed with the
Commission on May 11, 2012, financial statement footnote 11(c), the Company acquired the operations
of iSafe and onNovember 22, 2011, sold it to a company controlled by the Company's majority
shareholder. Consequently, the operating results of that entity are presented in these financial statements as discontinued operations.



Summarized financial information for discontinued operations
for the six months ended June 30, 2011 is a follows:



|Revenues                              |  | $ | 174,000  |  
|------------------------------------- |  | - | -------- | -
|Cost of revenues                      |  |   | 189,000  |  
|Gross profit (loss)                   |  |   | (15,000  | )
|General and administrative expenses   |  |   | 174,000  |  
|Interest expense                      |  |   | 1,000    |  
|Net loss from discontinued operations |  | $ | (190,000 | )



|ITEM 3 | Quantitative and Qualitative Disclosures About Market Risk
|------ | ----------------------------------------------------------



As a smaller reporting company, we are not required to provide
the information required by this Item.



|ITEM 4 | Controls and Procedures
|------ | -----------------------



| | (a) | Evaluation of Disclosure Controls and Procedures
| | --- | ------------------------------------------------



We conducted an evaluation, with the participation
of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or
the Exchange Act, as of June 30, 2012,



The purpose of such controls is to ensure
that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities Exchange Commission's rules and forms, including to
ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated
and communicated to our management, including our principal executive and principal financial officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding required disclosure.



Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that
as of June 30, 2012, our disclosure controls and procedures were not effective at the reasonable assurance level due lack of financial
and personnel resources necessary to support the financial reporting function. Management will be taking measures to remediate
this deficiency during the balance of 2012 as additional financial and other resources become available.



26







Our Chief Executive Officer and Chief Financial Officer do not expect that our disclosure
controls or internal controls will prevent all error and all fraud. No matter how well conceived and operated, our disclosure controls
and procedures can provide only a reasonable level of assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles. Further, the design
of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error
or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions.



Furthermore, smaller reporting companies face additional limitations. Smaller reporting
companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every
aspect of the company's operation and are in a position to override any system of internal control. Additionally, smaller reporting
companies tend to utilize general accounting software packages that lack a rigorous set of software controls.



| | (b) | Changes in Internal Control over Financial Reporting
| | --- | ----------------------------------------------------



There are no changes to report during the
three month period ended June 30, 2012.



27







PART II – OTHER INFORMATION



| | ITEM 1 | Legal Proceedings
| | ------ | -----------------



We are not a party to or otherwise involved
in any legal proceedings.



In the ordinary course
of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently
uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition
and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending
or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.



| | ITEM 1A | Risk Factors
| | ------- | ------------



As a smaller reporting
company, we are not required to provide the information required by this Item.



| | ITEM 2 | Unregistered Sales of Equity Securities and Use of Proceeds
| | ------ | -----------------------------------------------------------





On April 4, 2012, pursuant to a series
of notices of warrant exercise, we issued 2,565,000 shares of our common stock to two non-affiliate holders of our common stock
warrants in exchange for $285,000. These shares were issued without a restrictive legend pursuant to U.S. Bankruptcy Code Section
1145. The issuance was exempt from registration pursuant to U.S. Bankruptcy Code Section 1145.



On April 13, 2012, our Board of Directors
approved, and we entered into a Warrant Repricing Agreement (the “April Repricing Agreement”) with certain non-affiliate
holders of our warrants to reprice and reissue warrants to purchase 9,000,000 shares (post-split) of our common stock. The warrants
to be repriced and reissued, were for the purchase of 9,000,000 shares (post-split) of our common stock at $0.56 per share (the
“April Existing Warrants”). The parties to the April Warrant Repricing Agreement agreed to cancel the April Existing
Warrants and exchange them, on a one to one basis, for new warrants to purchase shares of the common stock of the Company (the
“April Repriced Warrants”). The April Repriced Warrants have an exercise price per share of $0.056 with the remaining
terms of the warrants staying the same. The issuance of the April Repriced Warrants was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, and the investors were sophisticated, familiar with our operations,
and there was no solicitation.



On May 14, 2012, our Board of Directors
approved, and we entered into a Warrant Repricing Agreement (the “May Repricing Agreement”) with certain non-affiliate
holders of our warrants to reprice and reissue warrants to purchase 9,000,000 shares (post-split) of our common stock. The warrants
to be repriced and reissued, were for the purchase of 9,000,000 shares (post-split) of our common stock at $0.44 per share and
9,000,000 shares (post-split) of our common stock at $0.33 per share (the “May Existing Warrants”). The parties to
the May Warrant Repricing Agreement agreed to cancel the May Existing Warrants and exchange them, on a one to one basis, for new
warrants to purchase shares of the common stock of the Company (the “May Repriced Warrants”). The May Repriced Warrants
have an exercise price per share of $0.056 with the remaining terms of the warrants staying the same. The
issuance of the May Repriced Warrants was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and
the investors were sophisticated, familiar with our operations, and there was no solicitation.



On May 15, 2012, we issued a total of 18,032,166
shares (post-split) of our common stock, without restrictive legend, to two non-affiliate shareholders pursuant to the exercise
of warrants to purchase 27,000,000 shares (post-split) of common stock utilizing the cashless exercise provision of the warrants.
The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investors were sophisticated,
familiar with our operations, and there was no solicitation.



28









On May 21, 2012, pursuant to a notice of
warrant exercise, we issued 90,000 shares of our common stock to one of the holders of our common stock warrants in exchange for
$10,000. These shares were issued with a customary Rule 144 restrictive legend. The issuance was exempt from registration pursuant
to Section 4(2) of the Securities Act of 1933, and investors were sophisticated investors and familiar with our operations.



On June 13,
2012, we issued a total of Two Million Two Hundred Fifty Thousand (2,250,000) shares of our common stock, with a restrictive legend,
to Epec Biofuels Holdings, Inc. (“Epec”), pursuant to a Common Stock Purchase Agreement datedMay 21, 2012 between us and Epec. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933,
and the investors were sophisticated, familiar with our operations, and there was no solicitation.



During the three months ended June 30,
2012, pursuant to a Consulting Agreement dated November 4, 2010, as amended, we issued 963,477 shares of our common stock, restricted
in accordance with Rule 144, to one non-affiliated investor, which were valued at $325,571. The issuance was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, and investors were sophisticated investors and familiar with our operations.





| | ITEM 3 | Defaults Upon Senior Securities
| | ------ | -------------------------------



There have been no events which are required
to be reported under this Item.



| | ITEM 4 | Mine Safety Disclosures
| | ------ | -----------------------



There have been no events which are required
to be reported under this Item.



| | ITEM 5 | Other Information
| | ------ | -----------------



Name Change and Forward Stock Split



Effective March 30, 2012, we decided to
intensify our focus in the energy sector and the related opportunities within and, to that end, we elected to change the name of
the Company to InterCore Energy, Inc. Simultaneously, our Board unanimously adopted, and stockholders holding a majority of
the common stock approved, a resolution to effect a nine-for-one (9:1) forward stock split of our outstanding common stock
and to increase the number of authorized shares of Common Stock from 250,000,000 to 750,000,000. During the period in which we
operated as Heartland Bridge Capital, Inc., we assembled an excellent portfolio of investments in the life sciences arena look
forward to maximizing the value of these investments to the benefit of our shareholders. For the longer term, though, we believe
that a more intense focus under our new name on the many exciting opportunities in the energy sector will provide comparable or
better returns with better marketplace understanding and response.



The corporate actions described in
the preceding paragraph went effective on May 16, 2012. As a result of the forward stock split, we had approximately
191,552,814 shares of our common stock outstanding on August 10, 2012. Detailed information regarding these corporate actions
can be found in our Definitive Information Statement on Schedule 14-C, filed with the Commission on April 20, 2012.



29







| | ITEM 6 | Exhibits
| | ------ | --------



| | (a) | Exhibits
| | --- | --------



|2.1 (1)   |  | Plan of Reorganization of AP Corporate Services, Inc.                                                                                  
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|          |  |                                                                                                                                        
|3.1 (1)   |  | Articles of Incorporation of I-Web Media, Inc. filed April 29, 2010                                                                    
|          |  |                                                                                                                                        
|3.2 (5)   |  | Amendment to Articles of Incorporation of I-Web Media, Inc., filed December 8, 2010 (effective December 29, 2010)                      
|          |  |                                                                                                                                        
|3.3 (5)   |  | Restated Articles of Incorporation of Heartland Bridge Capital, Inc., filed December 8, 2010 (effective December 29, 2010)             
|          |  |                                                                                                                                        
|3.4*      |  | Amend to Articles of Incorporation of Heartland Bridge Capital, Inc. filed effective May 16, 2012                                      
|          |  |                                                                                                                                        
|3.5 (1)   |  | Bylaws of I-Web Media, Inc.                                                                                                            
|          |  |                                                                                                                                        
|3.6 (5)   |  | Restated Bylaws of Heartland Bridge Capital, Inc.                                                                                      
|          |  |                                                                                                                                        
|10.1 (1)  |  | Form of “A” Warrant                                                                                                                    
|          |  |                                                                                                                                        
|10.2 (1)  |  | Form of “B” Warrant                                                                                                                    
|          |  |                                                                                                                                        
|10.3 (1)  |  | Form of “C” Warrant                                                                                                                    
|          |  |                                                                                                                                        
|10.4 (1)  |  | Form of “D” Warrant                                                                                                                    
|          |  |                                                                                                                                        
|10.5 (1)  |  | Form of “E” Warrant                                                                                                                    
|          |  |                                                                                                                                        
|10.6 (2)  |  | Agreement to Purchase Common Stock by and between Kenneth S. Barton, Rockland Group, LLC, and I-Web Media, Inc., dated November 3, 2010
|          |  |                                                                                                                                        
|10.7 (2)  |  | Securities Purchase Agreement by and between I-Web Media, Inc. and Rockland Group, LLC, dated November 4, 2010                         
|          |  |                                                                                                                                        
|10.8 (3)  |  | Asset Purchase Agreement with New Horizon, Inc. dated December 9, 2010                                                                 
|          |  |                                                                                                                                        
|10.9 (6)  |  | Amendment No. 1 to Asset Purchase Agreement with New Horizon, Inc.                                                                     
|          |  |                                                                                                                                        
|10.10 (3) |  | Convertible Promissory Note Held by New Horizon, Inc. dated December 9, 2010                                                           
|          |  |                                                                                                                                        
|10.11 (3) |  | Assignment of Rights Agreement with New Horizon, Inc. dated December 9, 2010                                                           



30







|10.12 (3)  |  | Asset Purchase Agreement with RWIP, LLC dated December 10, 2010                                                                              
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|           |  |                                                                                                                                              
|10.13 (3)  |  | Convertible Promissory Note Held by RWIP, LLC dated December 10, 2010                                                                        
|           |  |                                                                                                                                              
|10.14 (3)  |  | Warrant Agreement with RWIP, LLC dated December 10, 2010                                                                                     
|           |  |                                                                                                                                              
|10.15 (3)  |  | Consulting Agreement with RWIP, LLC dated December 13, 2010                                                                                  
|           |  |                                                                                                                                              
|10.16 (4)  |  | Development Services Agreement with NorthStar Partners Consulting, LLC, dated December 22, 2010                                              
|           |  |                                                                                                                                              
|10.17 (4)  |  | Warrant Agreement with NorthStar Partners Consulting, LLC, dated December 22, 2010                                                           
|           |  |                                                                                                                                              
|10.18 (5)  |  | Promissory Note Held by Rockland Group, LLC, dated December 16, 2010                                                                         
|           |  |                                                                                                                                              
|10.19 (5)  |  | Promissory Note Held by Rockland Group, LLC, dated December 27, 2010                                                                         
|           |  |                                                                                                                                              
|10.20 (5)  |  | Form of Warrant Issued to Officers, Directors and Consultants on December 29, 2010                                                           
|           |  |                                                                                                                                              
|10.21 (7)  |  | Common Stock Purchase Warrant issued to Wexford Partners, L.P. dated March 21, 2011                                                          
|           |  |                                                                                                                                              
|10.22 (7)  |  | Reorganization and Stock Purchase Agreement with the iSafe Entities and iSafe Holders dated March 21, 2011                                   
|           |  |                                                                                                                                              
|10.23 (7)  |  | Employment Agreement with Joseph W. Tischner dated March 22, 2011                                                                            
|           |  |                                                                                                                                              
|10.24 (8)  |  | Promissory Note Held by Rockland Group dated December 29, 2010                                                                               
|           |  |                                                                                                                                              
|10.25 (9)  |  | Series A Preferred Stock Purchase Agreement by and between Heartland Bridge Capital, Inc. and HepatoChem, Inc. dated September 15, 2011      
|           |  |                                                                                                                                              
|10.26 (9)  |  | Purchase Agreement by and between Heartland Bridge Capital, Inc. and Digisort, LLC dated November 18, 2011                                   
|           |  |                                                                                                                                              
|10.27 (10) |  | Letter of Intent with Legends & Heroes, Inc. dated December 31, 2011                                                                         
|           |  |                                                                                                                                              
|10.28 (11) |  | Form of Warrant Repricing Agreement                                                                                                          
|           |  |                                                                                                                                              
|10.29 (11) |  | Form of Repriced Warrant                                                                                                                     
|           |  |                                                                                                                                              
|10.30 (12) |  | Common Stock Purchase Agreement with Epec Biofuels Holdings, Inc. dated May 21, 2012                                                         
|           |  |                                                                                                                                              
|10.31 (12) |  | Form of Note with Epec Biofuels Holdings, Inc.                                                                                               
|           |  |                                                                                                                                              
|31.1*      |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                                                            
|           |  |                                                                                                                                              
|31.2*      |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                                                                            
|           |  |                                                                                                                                              
|32.1*      |  | Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|           |  |                                                                                                                                              
|32.2*      |  | Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



31







|101.INS** |  | XBRL Instance Document                               
|--------- |  | -----------------------------------------------------
|          |  |                                                      
|101.SCH** |  | XBRL Taxonomy Extension Schema Document              
|          |  |                                                      
|101.CAL** |  | XBRL Taxonomy Extension Calculation Linkbase Document
|          |  |                                                      
|101.DEF** |  | XBRL Taxonomy Extension Definition Linkbase Document 
|          |  |                                                      
|101.LAB** |  | XBRL Taxonomy Extension Label Linkbase Document      



* Filed herewith.



**           Pursuant to Rule
406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject
to liability.



| | (1) | Incorporated by reference from our Registration Statement
on Form 10-12G/A filed with the Commission on August 12, 2010.
| | --- | ------------------------------------------------------------------------------------------------------------------------

| | (2) | Incorporated by reference from our Current Report on
Form 8-K filed with the Commission on November 8, 2010.
| | --- | ------------------------------------------------------------------------------------------------------------

| | (3) | Incorporated by reference from our Current Report on
Form 8-K filed with the Commission on December 15, 2010.
| | --- | -------------------------------------------------------------------------------------------------------------

| | (4) | Incorporated by reference from our Current Report on
Form 8-K filed with the Commission on December 23, 2010.
| | --- | -------------------------------------------------------------------------------------------------------------

| | (5) | Incorporated by reference from our Current Report on
Form 8-K filed with the Commission on December 30, 2010.
| | --- | -------------------------------------------------------------------------------------------------------------

| | (6) | Incorporated by reference from our Current Report on
Form 8-K filed with the Commission on January 14, 2011.
| | --- | ------------------------------------------------------------------------------------------------------------

| | (7) | Incorporated by reference from our Current Report on
Form 8-K filed with the Commission on March 24, 2011.
| | --- | ----------------------------------------------------------------------------------------------------------

| | (8) | Incorporated by reference from our Annual Report on Form
10-K filed with the Commission on April 15, 2011.
| | --- | ----------------------------------------------------------------------------------------------------------

| | (9) | Incorporated by reference
from our Quarterly Report on Form 10-Q filed with the Commission on November 21, 2011.
| | --- | ----------------------------------------------------------------------------------------------------------------

| | (10) | Incorporated by reference
from our Current Report on Form 8-K filed with the Commission on December 8, 2011.
| | ---- | ------------------------------------------------------------------------------------------------------------

| | (11) | Incorporated by reference
from our Current Report on Form 8-K filed with the Commission on May 29, 2012.
| | ---- | --------------------------------------------------------------------------------------------------------

| | (12) | Incorporated by reference
from our Current Report on Form 8-K filed with the Commission on May 29, 2012.
| | ---- | --------------------------------------------------------------------------------------------------------



32







SIGNATURES



Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



|                        | InterCore Energy, Inc.
|----------------------- | ----------------------
|                        |                       
|Dated:  August 20, 2012 |                       
|                        | By:                   
|                        | Its:                  



33