UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q





| | x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
| | - | ----------------------------------------------------------------------------------------
| |   |                                                                                         
| |   | For the quarterly period ended June 30, 2014                                            
| |   |                                                                                         
| | p | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934







Commission
File No. 333-120507



KENERGY
SCIENTIFIC, INC.

(Exact
name of the Registrant)





| | New Jersey                                       |              | 20-1862816                  | 
| | ------------------------------------------------ | ------------ | --------------------------- | 
| | (State of Incorporation)                         |              | (I.R.S. Employer ID Number) | 
| |                                                  |              |                             | 
| | 999 Wonderland Rd,                               |              |                             | 
| | Building Tingxiang, Suite 703                    |              |                             | 
| | Nanchang, China                                  |              | JX330009                    | 
| | (Address of Principal Executive Offices)         |              | (Zip Code)                  | 
| |                                                  |              |                             | 
| |                                                  | 866-520-2370 |                             | 
| | (Registrant’s Telephone No. including Area Code) |             





Indicate
by checkmark 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. YesxNop



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 during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).   YespNo x



Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Act). YespNox

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. (Check one):

Large
accelerated filer p       Accelerated filer p     Non-accelerated
filer p    Smaller reporting company x

(Do not check if a smaller reporting company)



Indicate
the number of shares outstanding of the issuer's common stock, as of the latest practical date:

62,270 shares
outstanding of Preferred Stock, par value $1.00 per share 6,684,465,174 shares outstanding of Class A Common Stock, no par value
and 10,000 shares outstanding of Class B Common Stock, par value $.01 per share, as of August 14, 2014.









KENERGY
SCIENTIFIC, INC.

TABLE
OF CONTENTS





|            | Part
    I – Financial Information                                                                                            | Page 
|----------- | ----------------------------------------------------------------------------------------------------------------------------- | -----
|            |                                                                                                                               |      
|Item
    1. | Condensed
                                         Financial Statements                                                       |      
|            | Condensed
Balance Sheets – June 30, 2013 and June 30, 2014                                                                    |      
|            | Notes
                                         to Condensed Financial Statements                                              | 7-21 
|Item
    2. | Management’s
                                         Discussion and Analysis of Financial Position And Results of Operations | 22-23
|Item
    4. | Controls
                                         and Procedures                                                              | 24   
|            | Part
                                         II – Other Information                                                          |      
|Item
    2. | Unregistered
                                         Sales of Equity Securities and Use of Proceeds                          | 25   
|Item
    3. | Defaults
                                         Upon Senior Securities                                                      | 25   
|Item
    6. | Exhibits                                                                                                                      | 25   

































-1-







EXPLANATORY
NOTE

These
Financial Statements are part of the Quarterly Report on Form 10-Q for the three months ended June 30, 2014 do not contain financial
statements audited or reviewed by an independent registered public accounting firm for the three months ended June 30, 2013 and
June 30, 2014.



























































-2-





Part
1. Financial Statements



Item
1-Financial
Statements



|KENERGY SCIENTIFIC, INC.
                                                                                CONDENSED BALANCE SHEETS                  
|---------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                   
|ASSETS                                                                                                                                             
|Current assets:                                                                                                                                    
|Cash and cash equivalents                                                                                                                          
|Accounts receivable, net of allowance for doubtful accounts of $3,479                                                                              
|Inventory                                                                                                                                          
|Prepaid and other current assets                                                                                                                   
|Total current assets                                                                                                                               
|Property and equipment, net                                                                                                                        
|Intangible assets, net and security deposits                                                                                                       
|Total assets                                                                                                                                       
|                                                                                                                                                   
|LIABILITIES & STOCKHOLDERS’ DEFICIT                                                                                                                
|Current liabilities:                                                                                                                               
|Accounts payable and accrued expenses                                                                                                              
|Due to related parties                                                                                                                             
|Revolving Line of Credit from Mina Mar Group @5%                                                                                                   
|Notes Payable                                                                                                                                      
|Promissory note due to related parties                                                                                                             
|Convertible promissory note, net of unamortized debt discount                                                                                      
|Convertible debentures, net of unamortized debt discount                                                                                           
|Derivative liabilities                                                                                                                             
|Total current liabilities                                                                                                                          
|                                                                                                                                                   
|Stockholders' deficit:                                                                                                                             
|Preferred stock, $1.00 par value; authorized 1,000,000 shares; 62,270 issued and outstanding, respectively                                         
|                                                                                                                                                   
|Common stock:                                                                                                                                      
|Class A – no par value; authorized 10,000,000,000 shares; 5,217,475,719 and 1,480,028,558 shares issued and outstanding, respectively (see note 11)
|Class B - $.01 par value; authorized 50,000,000 Shares; 10,000 shares issued and outstanding                                                       
|Class C - $.01 par value; authorized 20,000,000 Shares; no shares issued and outstanding                                                           
|Additional paid-in capital                                                                                                                         
|Accumulated deficit                                                                                                                                
|Total stockholders' deficit                                                                                                                        
|                                                                                                                                                   
|Total liabilities and stockholders' deficit                                                                                                        





See
accompanying
notesto condensed
financial
statements

-3-





KENERGY
SCIENTIFIC, INC.

CONDENSED
STATEMENTS OF OPERATIONS

(Unaudited)



|                                                  |  | Six months ended |                | Three months ended
|------------------------------------------------- |  | ---------------- | -------------- | ------------------
|                                                  |  | June 30, 2014    |                | June 30, 2013     
|                                                  |  |                  |                |                   
|Net sales                                         |  | $                | 289,896        |                   
|Cost of sales                                     |  |                  | 133,738        |                   
|                                                  |  |                  |                |                   
|Gross margin (loss)                               |  |                  | 156,158        |                   
|                                                  |  |                  |                |                   
|Operating expenses:                               |  |                  |                |                   
|General and administrative expenses               |  |                  | 85,696         |                   
|Depreciation and amortization                     |  |                  | 320            |                   
|                                                  |  |                  |                |                   
|Total operating expenses                          |  |                  | 86,016         |                   
|                                                  |  |                  |                |                   
|Profit / (Loss) from operations                   |  |                  | 70,142         |                   
|                                                  |  |                  |                |                   
|Other income (expense):                           |  |                  |                |                   
|Interest expense                                  |  |                  | (24,677        | )                 
|Other income                                      |  |                  | -              |                   
|Amortization of debt discount                     |  |                  | -              |                   
|Gain (loss) on valuation of derivative            |  |                  | -              |                   
|                                                  |  |                  |                |                   
|Total other income (expense)                      |  |                  | (24,677        | )                 
|                                                  |  |                  |                |                   
|Income (loss) from operations before Income taxes |  |                  | 45,465         |                   
|                                                  |  |                  |                |                   
|Provision for income taxes                        |  |                  | -              |                   
|                                                  |  |                  |                |                   
|Net income (loss) attributable to common Shares   |  | $                | 45,465         |                   
|                                                  |  |                  |                |                   
|Basic income (loss) per common share              |  | $                | 0.00           |                   
|Diluted income (loss) per common share            |  | $                | 0.00           |                   
|                                                  |  |                  |                |                   
|Weighted average shares outstanding -             |  |                  |                |                   
|Basic (see note 5)                                |  |                  | 5,217,475,719  |                   
|Diluted (see note 5)                              |  |                  | 10,000,000,000 |                   
|                                                  |  |                  |                |                   





See
accompanying notes to condensed financial statements



-4-





KENERGY
SCIENTIFIC, INC..

CONDENSED
STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                                   |  | Six months Ended
|-------------------------------------------------------------------------------------------------- |  | ----------------
|                                                                                                   |  | June 30,  2014  
|Cash flows from operating activities:                                                              |  |                 
|Net income (loss)                                                                                  |  | $               
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |                 
|Amortization of intangibles and depreciation expense                                               |  |                 
|(Gain) loss on valuation of derivative                                                             |  |                 
|Amortization of debt discount                                                                      |  |                 
|Beneficial interest on conversion of debt                                                          |  |                 
|Imputed interest on related party debt                                                             |  |                 
|(Gain) on disposal of intangible assets                                                            |  |                 
|Changes in assets and liabilities:                                                                 |  |                 
|Decrease / (Increase) in accounts receivable                                                       |  |                 
|Decrease in inventories                                                                            |  |                 
|Decrease in prepaid expenses                                                                       |  |                 
|Increase in accounts payable and accrued Liabilities                                               |  |                 
|Increase in amounts due to related parties                                                         |  |                 
|Net cash (used in) operating activities                                                            |  |                 
|                                                                                                   |  |                 
|Cash flows from investing activities:                                                              |  |                 
|Purchase of intangible assets                                                                      |  |                 
|Net cash (used in) investing activities                                                            |  |                 
|                                                                                                   |  |                 
|Cash flows from financing activities:                                                              |  |                 
|Settlement of debts - convertible liabilities                                                      |  |                 
|Issuance of shares                                                                                 |  |                 
|Issuance of promissory notes                                                                       |  |                 
|Net cash provided by financing activities                                                          |  |                 
|                                                                                                   |  |                 
|Net Increase / (decrease) in cash and cash equivalents                                             |  |                 
|                                                                                                   |  |                 
|Cash and cash equivalents at beginning of period                                                   |  |                 
|                                                                                                   |  |                 
|Cash and cash equivalents at end of period                                                         |  | $               
|                                                                                                   |  |                 
|SUPPLEMENTAL CASH FLOW INFORMATION:                                                                |  |                 
|Taxes paid                                                                                         |  | $               
|Interest paid                                                                                      |  | $               
|                                                                                                   |  |                 





-5-





KENERGY
SCIENTIFIC, INC.

CONDENSED
STATEMENTS OF CASH FLOWS (Continued)





Supplemental
Schedule of Non-Cash Financing Activities:



For
thesix months
ended
June30,
2014



Forensic
accounting and records keeping indicates that most of the debt arrangements made by the Company were primarily with friends and
relatives of previous management. The debts were substantially paid off. When the new management took over and these “creditors”
came forward none of them were able to substantiate or prove their claims either through cancelled cheques or wires. Moreover,
most had conversion rights at 0.00001 below the Company par value of 0.0001 thus making the transaction void.



The
Company settled most of the debt claims during the quarter and settled with issuance of shares.



For
thesix monthsended
June 30,2013:



|a) |  | The
Company
issued
an aggregate
of383,852,814
shares
ofClass
A common
stockforrepayment
ofconvertible
debenture
and accrued
interest
in lieuof
cash,
valuedat$113,498.
Thedifference
inthemarket
valueandthe
reduction
indebtof$30,200
was charged
tobeneficial
interest
intheamount
of$83,298.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b) |  | The
Company
issued
an aggregate
of536,528,400
shares
ofClass
A common
stockforrepayment
ofconvertible
debenture
and accrued
interest
in lieuof
cash,
valuedat$135,041.
Thedifference
inthemarket
valueandthe
reduction
indebtof$29,474
was charged
tobeneficial
interest
intheamount
of$105,567.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|c) |  | TheCompany
issued
an aggregate
of68,156,800
sharesofClass
A commonstock
forrepaymentofconvertible
debenture
and accrued
interest
in lieuof
cash,
valuedat$13,631.
Thedifference
in themarket
valueandthereduction
in debtof$3,408
was charged
tobeneficial
interest
intheamount
of
$10,223
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|d) |  | The
Company
hasissued
an aggregate
of43,142,857
sharesofClass
A commonstockuponconversion
of6,040
shares
of Convertible
Preferred
Shareswith
Southridge
Partners
pursuant
to theterms
ofthe
EquityPurchase
Agreementfinalized
on July
16, 2012.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|e) |  | The
Company
consented
tothe
assignment
of$23,400
due toCharles
Basner
toStar
CityCapital,
LLCandtheiraffiliates.
Some
of theamounts
paid
toCharles
Basner
fortheseassignments
were
reinvested
intheCompany
andtheCompany
issued
replacement
notes
fortheseamounts.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|f) |  | The
Company
consented
totheassignment
of$25,000
dueto StuartW.DeJonge
toStar
CityCapital,
LLCand
their
affiliates.
Some
ofthe
amountspaid
toStuart
W.DeJonge
for these
assignments
werereinvested
in theCompany
and the
Company
issued
replacement
notes
fortheseamounts.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|g) |  | The
Company
consented
to theassignment
of$25,000
duetoOpalMarketing
Corp.
to StarCity
Capital,
LLCand
theiraffiliates.
|-- |  | ----------------------------------------------------------------------------------------------------------------------

See
    accompanying notes to condensed financial statements



-6-







| | 
| | 

KENERGY
SCIENTIFIC, INC.

NOTES
TO UNAUDITED CONDENSED

CONSOLIDSIDATED
FINANCIAL STATEMENTS



Note
1 	Description of Business



In
September 2004, the Board of Directors of iVoice, Inc., the former parent of the Company, resolved to pursue the separation of
iVoice software business into three publicly owned companies. SpeechSwitch, Inc. (“SpeechSwitch” or “Company”)
was incorporated under the laws of New Jersey on November 10, 2004 as a wholly owned subsidiary of iVoice, Inc. ("iVoice").
The Company received by assignment all of the interests in and rights and title to, and assumed all of the obligations of, all
of the agreements, contracts, understandings and other instruments of iVoice Technology 3, Inc., a Nevada corporation and affiliate
of the Company.



In
November 2011, the Company opened its first company-owned GreenSmart Store at the Flemington Marketplace in Flemington, NJ.



On
February 4, 2013, the Company announced that they would be closing their GreenSmart store and “would seek a new business
entity acquisition to change its direction and its financial status”. On March 1, 2013, the Company announced that they
had closed the GreenSmart store and the goods and contents were sold out at a 60% discount to loyal customers and debtors for
a reduction of some debts.



On
June 26, 2013, Kenneth Glynn executed a non-binding Letter of Intent with Mina Mar Group Inc (“MMG”) that sets forth
the general terms and conditions of an agreement for MMG to purchase shares of stock in Kenergy Scientific, Inc. to acquire control
of KNSC for the purpose of operating two separate subsidiaries.



The
Company entered into a purchase agreement with Pan Tuffa Holdings which operates and maintains a substantial size of operation
of Internet based properties (SPOTFX) www.spotfx.com (OPTIONS) www.optionese.com and (PRECIOUS METALS DEALER) www.trustvault.com.



In
August 2013, the Company terminated the agreement with Pan Tuffa Holdings.



In
August 2013, the Company entered into a purchase agreement with Sparx Business Media, Inc., a Canadian based advertising media
company. The media company represents or acts as a sales agent with other advertising aggregators for approximately 140 nationwide
radio stations in Canada and markets such as Toronto Ottawa and Vancouver.





Note
2 	Business Operations



In
June 2009, the Company entered into fields of development of various products relating to solar power generating systems; portable
solar powered products, such as cell phone and PDA rechargers that are solar rechargeable; solar rechargeable lantern/flashlight
devices; solar backpack rechargers; solar power audio devices, such as radios; wind power generating systems; and, creative products
based on proprietary positions, especially in the area of healthcare.



In
February 2013, the Company closed it’s green friendly retail store and started the process of winding down that line of
business. Kenergy continued to sell off the remaining products until discontinuing its business line upon selling the Company.
At that time, Kenergy announced it was pursuing new acquisitions and moving in a new business direction.



On
August 14, 2013, the Company commenced operations of a wholly owned media company under the brand name Sparx Business Media Inc.
and earned licensing revenue from Sparx.



OUR
STRATEGY FOR GROWTH MAY INCLUDE JOINT VENTURES, STRATEGIC ALLIANCES AND MERGERS AND ACQUISITIONS, WHICH COULD BE DIFFICULT TO
MANAGE.



The
successful execution of the growth strategy may depend on many factors, including identifying suitable companies, negotiating
acceptable terms, successfully consummating the corporate relationships and obtaining the required financing on acceptable terms.
The Company may be exposed to risks relating to incorrect assessment of new businesses and technologies. The Company could face
difficulties and unexpected costs during and after the establishment of corporate relationships.



Acquisitions
may be foreign acquisitions, which would add additional risks including political, regulatory and economic risks related to specific
countries as well as currency risks.



Products
and Services



The
following description of our business is intended to provide an understanding of our product and the direction of our initial
marketing strategy. As the new product development is in its early development stages, any focus described in the following pages
may change and different initiatives may be pursued, at the discretion of Management. The areas of development and activities
include:



|(a) | On
    June 18, 2009, the Company acquired rights and ownership from GlynnTech, Inc. of technology and pending patent applications
    relating to cancer treatment drug delivery systems, and the technology transfer into the Company included a prototype, numerous
    variations on designs, CAD drawings, pending patent applications, risk analysis studies, development history and presentation
    documents.  The sale was “at cost” of GlynnTech, Inc. in the amount of $182,600.00.  The Agreement
    called for the aggregate purchase price to be in various denominations of one-year notes. The business objective was to transfer
    a potentially significant profit opportunity from GlynnTech, Inc. to Kenergy Scientific, Inc.  Three presentations
    had previously been made to pharmaceutical industry candidates and feedback indicated a high level of interest in potential
    purchase of this technology following FDA approval of this product.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | In
    solar power energy production systems, the Company is reviewing numerous models of solar photovoltaic panels and converters,
    as well as unique aftermarket opportunities.  The Company intends to partner with installers and market home, office
    and commercial solar panels through various media.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(c) | In
    the wind power energy production systems, third party companies will review various micro-turbine products to license and
    sell.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



On
purchase of controlling shares by Mina Mar Group, the Company changed its business focus as a marketing media company through
its subsidiary Sparx Business Media Inc. The company manages social media networks and offers various customer service solutions
for their corporate clients through a company owned call centre. The media group also acts as a sales agent for a Delaware USA
real estate timeshare and fractional ownership company.

-7-







Sales
and Marketing



Sparx
is a marketing agency that offers cyber media, print media, and media placement to its clients.



As
part of its strategy to attract and retain new clients, Sparx maintains its own website. www.sparxbusinessmedia.com. In addition,
the company contracts with independent marketing representative to contact potential clients that include private and public companies.



Kenergy
Scientific’s Management





The following
individuals were appointed to the Board of Directors effective September 13, 2013



|Ÿ |  | Zoran Cvetojevic Chairman
of the Board and CEO
|- |  | ----------------------------------------------

|Ÿ |  | Jelena Cvetojevic, Board Member
|- |  | -------------------------------



Note
3 	Going Concern



The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United
States of America, which contemplate continuation of the Company as a going concern.



For
the three months ended June 30, 2014, the Company has negative working capital with a minor positive cash flow from operations.
These matters had raised substantial doubt about the Company's ability to continue as a going concern. The new management that
acquired controlling shares of the Company recently, has provided financing to the Company through revolving line of credit from
one of its group company and has also recorded sales showing some positive signs of generating cash flow from operations.





Note
4 	 Summary of Significant Accounting Policies



a) Basis
of Presentation



The
accompanying condensed unaudited interim financial statements included herein have been prepared, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed financial statements and notes
are presented as permitted on Form 10-Q and do not contain information included in the Company's annual statements and notes.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested
that these condensed financial statements be read in conjunction with the March 31, 2014 unaudited financial statements and the
accompanying notes thereto. The financial statements that were reported in the Company’s Form 10-K for the fiscal year ended
December 31, 2013 do not contain audited financial statements audited by an independent registered public accounting firm. While
management believes the procedures followed in preparing these condensed financial statements are reasonable, the accuracy of
the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company
later in the year. These results are not necessarily indicative of the results to be expected for the full year.



-8-





These
condensed unaudited financial statements reflect all adjustments, including normal recurring adjustments, which, in the opinion
of management, are necessary to present fairly the operations and cash flows for the periods presented.



b) Use of
Estimates



The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
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 revenue and expenses
during the reporting period. Actual results could differ from those estimates.



c) Revenue
Recognition



The
Company used to derive its revenues from the sales of portable solar powered products, solar rechargeable lantern/flashlight devices,
solar backpack rechargers and clothing made from recycled products. These products were sold directly to consumers through website
or by direct sales. Payment was made for the products prior to delivery.

The
Company has changed its business activity after purchase of controlling shares by Mina Mar Group. The Company changed its business
focus as a marketing media company through its subsidiary Sparx Business Media Inc. The company manages social media networks
and offers various customer service solutions for their corporate clients through a company owned call centre. The media group
also acts as a sales agent for a Delaware USA real estate timeshare and fractional ownership company.

d)
Product Warranties

The
Company warranted its solar powered products from defects for 30 days from delivery to the customer. The Company estimated its
warranty costs based on historical warranty claims experience in estimating potential warranty claims. Due to no sales during
the quarter, management has not included an accrual for potential warranty claims and do not expect to incur any warranty costs
in future. The Company is no longer in the business of power energy production systems or related products and therefore now has
no product warranty and does not need to accrue for any warranty claim.



e) Research
and Development Costs



Research
and development costs are charged to expense as incurred.



f) Cash
and Cash Equivalents



The
Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
There were no cash equivalents at June 30, 2014 and June 30, 2013.



g)
Intangible Assets



Development,
registration and maintenance costs associated with the filing and registration of patents were prepaid and amortized over the
remaining life of the patent, not to exceed 20 years.



As
defined in ASC 360-10-35, “Impairment or Disposal of Long-Lived Assets”, long-lived assets and certain identifiable
intangibles to be held and used or disposed of by an entity be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.  The Company has adopted this statement and determined
that as the new management has no intention to continue the business relating to power production systems and its related products,
the intangible assets no longer has any value to the Company. The total book value of assets has been written off and charged
to the statement of operations in the current quarter.



-9-







h)
Income Taxes



The
Company accounts for income taxes in accordance with ASC 740-10, “Income Taxes”, which requires an asset and liability
approach to financial accounting and reporting for income taxes. Deferred income taxes and liabilities are computed annually for
differences between the financial statement and the tax basis of assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be
realized.

i)
Derivative Liabilities



The
Company accounts for its embedded conversion features in its convertible debentures in accordance ASC 815-10, "Derivatives
and Hedging", which requires a periodic valuation of their fair value and a corresponding recognition of liabilities associated
with such derivatives, and ASC 815-40, “Contracts in Entity’s Own Equity”. The recognition of derivative liabilities
related to the issuance of convertible debt is applied first to the proceeds of such issuance as a debt discount, at the date
of issuance, and the excess of derivative liabilities over the proceeds is recognized as “Loss on Valuation of Derivative”
in other expense in the accompanying financial statements. Any subsequent increase or decrease in the fair value of the derivative
liabilities is recognized as “Other expense” or “Other income”, respectively.

j)
Fair Value of Instruments

The
carrying amount reported in the balance sheet for cash and cash equivalents, deposits, prepaid expenses, accounts payable, and
accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying
amount reported for notes payable approximates fair value because, in general, the interest on the underlying instruments fluctuates
with market rates.



k) Concentrations
of Credit Risk



Financial
instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable
and cash. As of June 30, 2014 and December 31, 2013, the Company believes it has no significant risk related to its concentration
within its accounts receivable.



Note
5	Income (Loss) Per Share



ASC
260, “Earnings Per Share” requires presentation of basic earnings per share (“basic EPS”) and diluted
earnings per share (“diluted EPS”). The Company’s basic income (loss) per common share is based on net income
or loss for the relevant period, divided by the weighted average number of common shares outstanding during the period. Diluted
income or loss per common share is based on net income or loss, divided by the weighted average number of common shares outstanding
during the year, including common share equivalents, such as outstanding stock options. The computation of diluted loss per share
also does not assume conversion, exercise or contingent exercise of securities due to the beneficial conversion of related party
accounts as these shares that would have an anti-dilutive effect.

The
computation of income (loss) per share is as follows:



|                                                                                                                   |  | Six months  Ended |                | Six months  Ended
|------------------------------------------------------------------------------------------------------------------ |  | ----------------- | -------------- | -----------------
|                                                                                                                   |  | June 30, 2014     |                | June 30, 2013    
|Basic net income (loss) per share computation:                                                                     |  |                   |                |                  
|Net income (loss) attributable to common stockholders                                                              |  | $                 | 45,465         |                  
|Weighted-average common shares outstanding (see below)                                                             |  |                   | 5,217,475,719  |                  
|Basic net income (loss) per share attributable to common stockholders (see below)                                  |  | $                 | 0.00           |                  
|                                                                                                                   |  |                   |                |                  
|Diluted net income (loss) per share computation                                                                    |  |                   |                |                  
|Net income (loss) attributable to common stockholders                                                              |  | $                 | 45,465         |                  
|Weighted-average common shares outstanding (see below)                                                             |  |                   | 2,491,709,429  |                  
|Incremental shares attributable to the assumed conversion of Convertible debenture and convertible promissory note |  |                   | 1,500,000,000  |                  
|Total adjusted weighted-average shares                                                                             |  |                   | 10,000,000,000 |                  
|Diluted net income (loss) per share attributable to common stockholders (see below)                                |  | $                 | 0.00           |                  





At
June 30, 2013, the Company had common stock equivalents of 27,931,196,389, but when added to the common stock outstanding, they
are in excess of the authorized capital, so the maximum authorized shares of 10,000,000,000 are shown for diluted earnings per
common share calculations. At June 30, 2014 the Company had common stock equivalents of 1,625,949,715.

-10-







Note
6	Intangible Assets



As
the Company changed its line of business, all the intangible assets were written off and at June 30, 2014, there was no balance
of intangible assets.



As
defined in ASC 360-10-35, “Impairment or Disposal of Long-Lived Assets”, long-lived assets and certain identifiable
intangibles to be held and used or disposed of by an entity be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.  The Company has adopted this statement and determined
that as the new management has no intention to continue the business relating to power production systems and its related products,
the intangible assets no longer has any value to the Company. The total book value of assets has been written off and charged
to the statement of operations in the current quarter.

Note
7	Income Taxes



Deferred
income taxes will be determined using the liability method for the temporary differences between the financial reporting basis
and income tax basis of the Company's assets and liabilities. Deferred income taxes will be measured based on the tax rates expected
to be in effect when the temporary differences are included in the Company's tax return. Deferred tax assets and liabilities are
recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts
of assets and liabilities and their respective tax bases.



At June
30, 2014 and June 30, 2013 deferred tax assets consist of the following:



|                          |  |   | 2014     |   |  |   | 2013       |  
|------------------------- |  | - | -------- | - |  | - | ---------- | -
|Deferred tax assets       |  | $ | 526,000  |   |  | $ | 1,056,000  |  
|Less: valuation allowance |  |   | (526,000 | ) |  |   | (1,056,000 | )
|Net deferred tax asset    |  | $ | -        |   |  | $ | -          |  



At
June 30, 2014 and June 30, 2013, the Company had federal net operating loss carry forwards in the approximate amounts of $0 and
$2,925,000, respectively, available to offset future taxable income. The Company established valuation allowances equal to the
full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.



Note
8	Related Party Transactions





On
July 1, 2012, the Company extended the Administrative Services Agreement with GlynnTech, Inc to provide back office administrative
support to the Company. The administrative services agreement was for an initial term of one year and was extended for an additional
one-year periods at the Company’s request. The amended fees are $7,500 per month but may be reduced in scope or eliminated
at any time upon 90 days’ prior written notice by the Company to GlynnTech. Effective on June 1, 2013, certain intangible
assets related to the Alternative Energy Portfolio patents and patent applications were assigned to GlynnTech in exchange for
a reduction of unpaid administrative service fees in the aggregate value of $45,000.





Per
agreement with GlynnTech, Inc, Kenergy continued to sell the GreenSmart store products on a consignment basis to fulfill customer
requirements. Per the agreement, Kenergy retains a 10% retainer to offset administrative costs of processing the transactions.
As of September 30, 2013, Kenergy owes $1,665 to GlynnTech for products sold.





On
July 1, 2012, the Company consented to the assignment of one of the GlynnTech, Inc promissory notes from GlynnTech to Charles
Basner in the amount of $50,000. All terms of the original note are unchanged.



The
aggregate value of the GlynnTech promissory notes are $75,000 at June 30, 2013 and December 31, 2012. For the nine months ended
September 30, 2013, the Company calculated $3,532 as imputed interest at a rate of 6.25% which was charged to interest expenses
and credited to Additional paid-in capital.



On
June 26, 2013, the Company issued a Promissory Note to Mr. Glynn for $180,000 representing earned and unpaid deferred compensation.



On
June 30, 2013, Mr. Glynn assigned the remaining balance of his notes and deferred compensation to Mina Mar Group pursuant to the
terms of the LOI between himself and Mina Mar Group executed on May 31, 2013. The outstanding balance at September 30, 2013 was
$0.



-11-







Note
9	 Convertible Promissory Note (Related Party)



On
June 19, 2013, the Company issued an aggregate of 2,200,000,000 shares of Class A common stock to Mr. Glynn as repayment of $88,000
of convertible debt and accrued interest. These shares contain a restrictive legend which will limit Mr. Glynn’s ability
to liquidate these into the open market.



On
June 26, 2013, the Company issued a Promissory Note to Mr. Glynn for $180,000 representing earned and unpaid deferred compensation.
This note matures on July 1, 2013 and upon default becomes convertible into Class A common stock at a conversion price of 50%
of the lowest closing price of the last ten trading days prior to notice of conversion. As of September 30, 2013, the outstanding
balance on the Promissory Note was $180,000 plus accrued interest of $0.



Note
10 Convertible Debenture and Derivative Liability



On
March 30, 2007, the Company issued a Secured Convertible Debenture (the "Debenture") to YA Global Investments (f/k/a/
Cornell Capital Partners) (“YA Global”) for the sum of $1,000,000 in exchange for a previously issued notes payable
for the same amount. The Debenture has a term of three years, and pays interest at the rate of 5% per annum. YA Global has the
right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal
to eighty percent (80%) of the lowest closing Bid Price of the Common Stock during the five (5) trading days immediately preceding
the Conversion Date. YA Global may not convert the Debenture into shares of Class A Common Stock if such conversion would result
in YA Global beneficially owning in excess of 4.99% of the then issued and outstanding shares of Class A Common Stock. The Conversion
Price and number of shares of Class A Common Stock issuable upon conversion of the Debenture are subject to certain exceptions
and adjustment for stock splits and combinations and other dilutive events. Subject to the terms and conditions of the Debenture,
the Company has the right to redeem ("Optional Redemption") a portion or all amounts outstanding under this Debenture
prior to the Maturity Date at any time provided that as of the date of the Holder's receipt of a Redemption Notice (i) the Closing
Bid Price of the of the Common Stock, as reported by Bloomberg, LP, is less than the Conversion Price and (ii) no Event of Default
has occurred. The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium ("Redemption
Premium") equal to twenty percent (20%) of the principal amount being redeemed, and accrued interest, (collectively referred
to as the "Redemption Amount"). During the time that any portion of this Debenture is outstanding, if any Event of Default
has occurred, the full principal amount of this Debenture, together with interest and other amounts owing in respect thereof,
to the date of acceleration shall become at the Holder's election, immediately due and payable in cash, provided however, the
Holder may request (but shall have no obligation to request) payment of such amounts in Common stock of the Company. Furthermore,
on addition to any other remedies, the Holder shall have the right (but not the obligation) to convert this Debenture at any time
after (x) an Event of Default or (y) the Maturity Date at the Conversion Price then in-effect. The debenture is secured by substantially
all of the assets of the Company.



On
July 26, 2010, the convertible debenture with YA Global Investments, LP was amended and restated in order to replace the existing
debenture with five (5) debentures of $208,707.74 each. The term of the debentures were amended to extend the due date until July
29, 2011. The amendments had the effect of reclassifying $156,199 of non-interest bearing accrued interest into the secured convertible
debentures.



During
the year ended December 31, 2010, YA Global Investments, LP assigned the debentures that it held to E-Lionheart Associates, LLC
(“E-Lionheart”) with an aggregate value of $1,043,539. This was done in conjunction with the execution of a Securities
Purchase Agreement with E-Lionheart whereby E-Lionheart will purchase from the Company up to $500,000 of convertible debentures
which will provide new financing for the Company. The new convertible debentures are due on August 9, 2011 and have conversion
rights essentially the same as YA Global.



-12-





During
the year ended December 31, 2011, the Company issued an additional 577,597 (462,077,400 pre-reverse split) shares of Class A common
stock to E-Lionheart for repayment valued at $143,244. The difference in the market value and the reduction in debt of $46,208
was charged to beneficial interest in the amount of $97,036.



On
July 29, 2011 and August 9, 2011, the Company had defaulted on the terms of the E-Lionheart Convertible Debentures and as such,
the full principal amount of these Debentures, together with interest and other amounts owing in respect thereof, shall become
at the Holder's election, immediately due and payable in cash, provided however, the Holder may request (but shall have no obligation
to request) payment of such amounts in Common stock of the Company.



As
of September 30, 2013, the outstanding balance on the E-Lionheart Convertible Debentures was $626,123. During the calendar year
2011, the Company notified E-Lionheart that the Company was disputing the balances due upon this debenture due to miscalculations
of the effective conversion rates used by E-Lionheart and as of the date of this filing, the dispute has not been settled.



In
accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Debenture
met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture needed to be bifurcated and
accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes
model with the following assumptions: risk free interest rate: 5.6%; expected dividend yield: 0%: expected life: 3 years; and
volatility: 165.62%. The accounting guidance instructs that the conversion options are a derivative liability. As such, in March
2007 the Company recorded the conversion options as a liability, recorded a debt discount of $1,000,000, and charged Other Expense
- Loss on Valuation of Derivative for $124,479, resulting primarily from calculation of the conversion price. For the six months
ended June 30, 2013, the Company recorded a Gain on Valuation of Derivative in the amount of $1,154,814. For the year ended December
31, 2012, the Company recorded a Loss on Valuation of Derivative in the amount of $613,148. The Company has not done valuation
of derivative during the quarter.



On
August 9, 2010, the Company entered into a securities purchase agreement with E-Lionheart to purchase up to $500,000 of convertible
debentures from the Company. Amounts due under this debenture are due on or before August 9, 2011 and pays interest at the rate
of 5% per annum. E-Lionheart has the right to convert a portion or the entire outstanding principal into the Company's Class A
Common Stock at a Conversion Price equal to eighty percent (90%) of the lowest closing Bid Price of the Common Stock during the
five (5) trading days immediately preceding the Conversion Date. E-Lionheart may not convert the Debenture into shares of Class
A Common Stock if such conversion would result in YA Global beneficially owning in excess of 4.99% of the then issued and outstanding
shares of Class A Common Stock.



On
August 9, 2011, the Company had defaulted on the terms of this Debenture and as such, the full principal amount of this Debentures,
together with interest and other amounts owing in respect thereof, shall become at the Holder's election, immediately due and
payable in cash, provided however, the Holder may request (but shall have no obligation to request) payment of such amounts in
Common stock of the Company.



In
accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Debenture
met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture needed to be bifurcated and
accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes
model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: 1 years; and
volatility: 301.66% to 308.06%. The accounting guidance instructs that the conversion options are a derivative liability. As such,
on the issue dates, the Company recorded the conversion options as a liability and recorded a debt discount of $143,408.

-13-





For
the six months ended June 30, 2013, the Company recorded a Gain on Valuation of Derivative in the amount of $816,899 on the fluctuation
in the current market prices. For the year ended December 31, 2012, the Company recorded a Loss on Valuation of Derivative in
the amount of $450,598 on the fluctuation in the current market prices. The Company has not done valuation of derivative during
the quarter.





On
August 26, 2011 and November 22, 2011, the Company issued two convertible promissory notes, in an aggregate of $65,000, to Asher
Enterprises, Inc. (“Asher”). Amounts due under these notes are due on or before May 30, 2012 and August 28, 2012,
respectively, and pays interest at the rate of 8% per annum. Asher has the right to convert a portion or the entire outstanding
principal into the Company's Class A Common Stock at a Conversion Price equal to fifty five percent (55%) of the Average of the
lowest three (3) Trading Prices of the Common Stock during the ten (10) Trading Day period immediately preceding the Conversion
Date. Asher may not convert the note into shares of Class A Common Stock if such conversion would result in Asher beneficially
owning in excess of 4.99% of the then issued and outstanding shares of Class A Common Stock.





On
March 13, 2012, the Company amended the terms of the August 26, 2011 note to change the Variable Conversion Price to equal thirty
five (35%) multiplied by the average of the lowest two Trading Prices of the Common Stock during the thirty (30) Trading Day period
immediately preceding the Conversion Date.



During
the year ended December 31, 2012 the Company issued an aggregate of 63,885,238 shares of Class A common stock to Asher for repayment
of debt valued at $105,230. The difference in the market value and the reduction in debt of $25,600 was charged to beneficial
interest in the amount of $79,630. During the nine months ended September 30, 2013 the Company issued an additional 363,852,814
shares of Class A common stock to Asher for repayment of debt valued at $113,498. The difference in the market value and the reduction
in debt and accrued interest of $30,200 was charged to beneficial interest in the amount of $83,298.



As
of September 30, 2013 and December 31, 2012, the outstanding balance on these Convertible Promissory Notes was $10,700 and $39,400,
respectively.



In
accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Debenture
met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture needed to be bifurcated and
accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes
model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: .75 years; and
volatility: 212.29%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the
issue dates, the Company recorded the conversion options as a liability, recorded a debt discount of $65,000, and charged Other
Expense - Loss on Valuation of Derivative for $24,294. For the six months ended June 30, 2013, the Company recorded a Gain on
Valuation of Derivative in the amount of $129,917 on the fluctuation in the current market prices. For the year ended December
31, 2012, the Company recorded a Gain on Valuation of Derivative in the amount of $83,610 on the fluctuation in the current market
prices. The Company has not done valuation of derivative during the quarter.



On
June 8, 2010 and June 22, 2010, the Company executed two wrap-around agreements, in an aggregate of $337,000, to assign amounts
due under various Promissory Notes due to GlynnTech, Inc to EPIC Worldwide, Inc. (the “Investor”). The wrap-around
agreements also modified the original terms to extend the due dates by one year, to include provisions to allow the Investor to
convert the amounts due into common stock at a 50% discount of the average three deep bid on the day of conversion and to increase
the interest rate to 15% after a 60 day interest free period.



-14-







On
June 22, 2011, the Company had defaulted on the terms of the 2nd wrap-around agreements and as such, the default interest rate
was increased retroactively to 24.99% on the remaining balance of the debt.



On
March 6, 2012, the Company consented to the cancelation of the wrap around agreement with EPIC Worldwide and the reassignment
of a new wrap around agreement with ATG, Inc. for $50,000 plus accrued interest of $26,050. Concurrent with the cancelation of
the wrap around agreement, the Company also recorded a Gain on Valuation of Derivative in the amount of $154,201 on the retirement
of the derivative liability.



On
March 6, 2012, the Company consented to the reassignment of the outstanding balance of the EPIC Worldwide wrap around agreements
to ATG, Inc. (“ATG”). The outstanding balance of principal and accrued interest was $76,050. ATG subsequently entered
into an Assignment and Assumption Agreement with UAIM Corporation (“UAIM”) to assign $10,000 of these funds from ATG
to UAIM. Amounts due under these agreements are due on or before March 6, 2013 and pays interest at the rate of 15% per annum.
ATG and UAIM have the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at
a Conversion Price equal to $0.0005 per share. ATG and UAIM may not convert these agreements into shares of Class A Common Stock
if such conversion would result in ATG or UAIM beneficially owning in excess of 4.99% of the then issued and outstanding shares
of Class A Common Stock.



During
the year ended December 31, 2012, the Company issued an aggregate of 11,200,000 shares of Class A common stock for repayment of
$5,600 of convertible debenture in lieu of cash pursuant to the terms of the wrap around agreement.



As
of September 30, 2013, the outstanding balance on these agreements was $70,450.



In
accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Debenture
met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture needed to be bifurcated and
accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes
model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: 1.00 years;
and volatility: 295.14. The accounting guidance instructs that the conversion options are a derivative liability. As such, on
the issue dates, the Company recorded the conversion options as a liability, recorded a debt discount of $76,050, and charged
Other Expense - Loss on Valuation of Derivative for $2,925,649. For the six months ended June 30, 2013, the Company recorded a
Gain on Valuation of Derivative in the amount of $43,396 on the fluctuation in the current market prices. For the year ended December
31, 2012, the Company recorded a Gain on Valuation of Derivative in the amount of $2,954,881 on the fluctuation in the current
market prices. The Company has not done valuation of derivative during the quarter.



On
February 16, 2012, March 14, 2012 and November 27, 2012, the Company issued an additional three (3) convertible promissory notes,
in an aggregate of $60,000, to Asher Enterprises, Inc. (“Asher”). Amounts due under these notes are due on or before
November 21, 2012, December 19, 2012 and March 1, 2014, respectively, and pays interest at the rate of 8% per annum. Asher has
the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price
equal to fifty five percent (55%) of the Average of the lowest two (2) Trading Prices of the Common Stock during the twenty (20)
Trading Day period immediately preceding the Conversion Date. Asher may not convert the note into shares of Class A Common Stock
if such conversion would result in Asher beneficially owning in excess of 4.99% of the then issued and outstanding shares of Class
A Common Stock.

-15-







As
of September 30, 2013, the outstanding balance on these Convertible Promissory Notes were $60,000.



In
accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Debenture
met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture needed to be bifurcated and
accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes
model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: .75 and 1.19
years; and volatility: 278.05%, 301.94% and 473.96%, respectively. The accounting guidance instructs that the conversion options
are a derivative liability. As such, on the issue dates, the Company recorded the conversion options as a liability, recorded
a debt discount of $60,000, and charged Other Expense - Loss on Valuation of Derivative for $115,115. For the six months ended
June 30, 2013, the Company recorded a Gain on Valuation of Derivative in the amount of $147,208 on the fluctuation in the current
market prices. For the year ended December 31, 2012, the Company recorded a Loss on Valuation of Derivative in the amount of $214,003
on the fluctuation in the current market prices. The Company has not done valuation of derivative during the quarter.



In
conjunction with the consent and assignment of $45,000 of the Basner note (see Note 11) to Southridge Partners II LP (“Southridge
Allonges”), the Company consented to provide Southridge with the right to convert a portion or the entire outstanding principal
into the Company's Class A Common Stock at a Conversion Price equal to sixty percent (60%) of the lowest closing bid price of
the Common Stock during the five (5) trading days immediately preceding the Conversion Date. Southridge may not convert the note
into shares of Class A Common Stock if such conversion would result in Southridge beneficially owning in excess of 9.99% of the
then issued and outstanding shares of Class A Common Stock.



During
the year ended December 31, 2012, the Company issued an aggregate of 58,102,182 shares of Class A common stock for repayment of
$45,000 of convertible debt to Southridge in lieu of cash pursuant to the terms of the Securities Transfer Agreement.



In
accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Southridge
Allonge met the criteria of an embedded derivative, and therefore the conversion feature of this debenture needed to be bifurcated
and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes
model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: .25 years; and
volatility: 368.97%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the
issue dates, the Company recorded the conversion options as a liability in the aggregate of $75,519, recorded a debt discount
in the aggregate of $45,000, and charged Other Expense - Loss on Valuation of Derivative in the aggregate for $30,519. For the
six months ended June 30, 2013, the Company recorded a Loss on Valuation of Derivative in the amount of $5,535 on the fluctuation
in the current market prices. For the year ended December 31, 2012, the Company recorded a Gain on Valuation of Derivative in
the amount of $42,589 on the fluctuation in the current market prices. The Company has not done valuation of derivative during
the quarter.



On
January 30, 3013 and March 11, 2013, the Company issued two convertible promissory notes, in an aggregate of $10,000, to Southridge
Partners II LP (“Southridge Debt”). Amounts due under these notes are due on or before January 31, 2014 and March
31, 2014, respectively. Southridge has the right to convert a portion or the entire outstanding principal into the Company's Class
A Common Stock at a Conversion Price equal to the lesser of (a) $0.01 or (b) fifty percent (50%) of the lowest closing bid price
during the twenty (20) trading days immediately preceding the Conversion Date.



As
of September 30, 2013, the outstanding balance on the Southridge Debt was $10,000.



In
conjunction with the consent and assignment of $93,700 of the Basner notes, DeJonge notes and Opal notes (see Note 11) to Star
City Capital, LLC (“Star City Allonges”), the Company consented to provide Star City with the right to convert a portion
or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to fifty percent (50%)
of the lowest closing bid price of the Common Stock during the five (5) trading days immediately preceding the Conversion Date.
Star City may not convert the note into shares of Class A Common Stock if such conversion would result in Star City beneficially
owning in excess of 9.99% of the then issued and outstanding shares of Class A Common Stock.



-16-









During
the year ended December 31, 2012, the Company issued an aggregate of 132,365,250 shares of Class A common stock for repayment
of $24,969 of convertible debt and interest to Star City in lieu of cash pursuant to the terms of the various Securities Transfer
Agreements.



During
the nine months ended September 30, 2013, the Company issued an aggregate of 918,100,200 shares of Class A common stock for repayment
of $48,553 of convertible debt and interest to Star City in lieu of cash pursuant to the terms of the various Securities Transfer
Agreements.



As
of September 30, 2013, the outstanding balance on the Star City Allonges was $17,170.



In
accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Star City
Allonge met the criteria of an embedded derivative, and therefore the conversion feature of this debenture needed to be bifurcated
and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes
model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: .25 years; and
volatility: 373.96%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the
issue date, the Company recorded the conversion options as a liability of an aggregate of $38,090, recorded a debt discount of
an aggregate of $25,000, and charged Other Expense - Loss on Valuation of Derivative for an aggregate of $13,090. For the six
months ended June 30, 2013, the Company recorded a Gain on Valuation of Derivative in the amount of $65,513 on the fluctuation
in the current market prices. For the year ended December 31, 2012, the Company recorded a Loss on Valuation of Derivative in
the amount of $24,595 on the fluctuation in the current market prices. The Company has not done valuation of derivative during
the quarter.





In
conjunction with the consent and assignment of $8,400 of the DeJonge notes (see Note 11) to Vera Group, LLC (“Vera Group”),
the Company consented to provide Vera Group with the right to convert a portion or the entire outstanding principal into the Company's
Class A Common Stock at a Conversion Price equal to fifty percent (50%) of the lowest closing bid price of the Common Stock during
the twenty (20) trading days immediately preceding the Conversion Date. Vera Group may not convert the note into shares of Class
A Common Stock if such conversion would result in Vera Group beneficially owning in excess of 9.99% of the then issued and outstanding
shares of Class A Common Stock.



On
March 31, 2013, the Company issued a 10% Convertible Promissory Note to Vera Group. Amount due under this note is due on or before
March 31, 2014. Vera Group with the right to convert a portion or the entire outstanding principal into the Company's Class A
Common Stock at a Conversion Price equal to fifty percent (50%) of the lowest closing bid price of the Common Stock during the
twenty (20) trading days immediately preceding the Conversion Date. Vera Group may not convert the note into shares of Class A
Common Stock if such conversion would result in Vera Group beneficially owning in excess of 9.99% of the then issued and outstanding
shares of Class A Common Stock.



During
the nine months ended September 30, 2013, the Company issued an aggregate of 169,190,000 shares of Class A common stock for repayment
of $8,460 of convertible debt and interest to Vera Group in lieu of cash pursuant to the terms of the various Securities Transfer
Agreements.



As
of September 30, 2013, the outstanding balance on the Vera Group was $5,000.



In
accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Southridge
Allonge met the criteria of an embedded derivative, and therefore the conversion feature of this debenture needed to be bifurcated
and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes
model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: 1.13 years;
and volatility: 464.43%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on
the issue date, the Company recorded the conversion options as a liability of an aggregate of $19,868, recorded a debt discount
of an aggregate of $5,000, and charged Other Expense - Loss on Valuation of Derivative for an aggregate of $14,868. For the six
months ended June 30, 2013, the Company recorded a Gain on Valuation of Derivative in the amount of $10,484 on the fluctuation
in the current market prices.



Forensic
accounting and records keeping indicates that all the above liabilities were primarily to friends and relatives of previous management.
The debts were substantially paid off. When the new management took over and these “creditors” came forward none of
them were able to substantiate or prove their claims either through cancelled cheques or wires. Moreover most had conversion rights
at 0000.1 below the Company par value of 0.0001 thus making the transaction void. These liabilities were no longer valid and the
Company settled its liabilities with the debt holders during the quarter through issuance of shares and the debts have been written
off in these financial statements.



-17-









Note
11 Promissory Notes



On
June 15, 2011, the Company issued a promissory note, in an aggregate of $25,000, to Stuart W. DeJonge (“DeJonge”).
Amounts due under this note are due on or before January 15, 2012 and pays interest at the rate of 9% per annum. On January 15,
2012, the Company defaulted on this note and as such, the lender may take whatever action he may elect to recover his loss while
continuing to accrue 9% interest. In February 2013, the Company consented to the assignment an aggregate of $28,770 of the DeJonge
note and accrued interest to affiliates of Star City Capital, LLC and Vera Group, LLC. On February 27, 2013, the Company issued
replacement promissory notes, in the aggregate of $20,000. On May 7, 2013, the Company issued a replacement promissory note that
provides conversion rights in the event of default after February 28, 2014. As of September 30, 2013, the outstanding balance
on the new DeJonge notes was $20,000 and accrued interest of $1,062.



On
July 12, 2011, the Company issued a promissory note, in an aggregate of $15,000, to Opal Marketing Corp. (“Opal”).
Amounts due under this note are due on or before March 15, 2012 and pays interest at the rate of 7% per annum. On March 15, 2012,
the Company defaulted on this note and as such, the lender may take whatever action he may elect to recover his loss while continuing
to accrue 7% interest. On February 19, 2013, the Company consented to the assignment of $15,000 of the Opal note to affiliates
of Star City Capital, LLC. As of September 30, 2013, the outstanding balance on the Opal Marketing Corp. note was $0 and accrued
interest of $1,671.



On
July 22, 2011, the Company issued a promissory note, in an aggregate of $100,000, to Charles M. Basner (“Basner”).
Amounts due under this note are due on or before March 22, 2012 and pays interest at the rate of 7% per annum. On March 22, 2012,
the Company defaulted on this note and as such, the lender may take whatever action he may elect to recover his loss while continuing
to accrue 7% interest. During the year ended December 31, 2012 and the six months ended June 30, 2013, the Company consented to
the assignment an aggregate of $100,000 of the Basner note to Southridge Partners II LP and to Star City Capital, LLC. During
the year ended December 31, 2012 and the six months ended June 30, 2013, the Company issued replacement promissory notes, in the
aggregate of $91,600. On May 7, 2013, the Company issued a replacement promissory note that provides conversion rights in the
event of default after February 4, 2014. On July 1, 2012, the Company consented to the assignment of one of the GlynnTech, Inc
promissory notes from GlynnTech to Charles Basner in the amount of $50,000. All terms of the original note are unchanged. On May
7, 2013, the Company issued a replacement promissory note that provides conversion rights in the event of default after July 1,
2013. As of September 30, 2013, the aggregate balance on the Basner notes was $141,600 and accrued interest of $16,758.





On
July 22, 2012, the Company issued a promissory note, in an aggregate of $25,000, to Fred Erxleben. Amounts due under this note
are due on or before January 25, 2013 and pays interest at the rate of 10% per annum. On January 25, 2013, the Company defaulted
on this note and as such, the lender may take whatever action he may elect to recover his loss while continuing to accrue 10%
interest. As of September 30, 2013, the outstanding balance on the Fred Erxleben note was $25,000 and accrued interest of $2,979.



Forensic
accounting and records keeping indicates that all the above liabilities were primarily to friends and relatives of previous management.
The debts were substantially paid off. When the new management took over and these “creditors” came forward none of
them were able to substantiate or prove their claims either through cancelled cheques or wires. Moreover most had conversion rights
at 0000.1 below the Company par value of 0.0001 thus making the transaction void. These liabilities were no longer valid and the
Company settled its liabilities with the debt holders during the quarter through issuance of shares and the debts have been written
off in these financial statements.



-18-







Note
12 Capital Stock



On
June 11, 2013, the Company amended its Certificate of Incorporation to increase the number of authorized Class A Common Stock
Shares to 10,000,000,000, as authorized by the Board of Directors and adopted by the shareholders on April 1, 2013. The purpose
of this amendment was to increase the authorized shares from 4,000,000,000 to 10,000,000,000.



a)
Preferred Stock



As
of June 30, 2013, Kenergy Scientific has issued 75,000 shares of Preferred Stock to Southridge Partners II LP (the “Investor”),
pursuant to the terms of the Equity Purchase Agreement. These shares shall be convertible at the option of the Investor into shares
of the Company’s common stock at a conversion price equal to seventy percent (70%) of the average of the two (2) lowest
Closing Prices for the five (5) trading days immediately preceding a conversion notice. The Preferred Stock shall have no registration
rights.



For
the year ended December 31, 2012, the Company had the following transactions in its Preferred stock:

|i) | The
    Company issued 75,000 shares of Preferred Stock, $1.00 par value, to Southridge Partners II LP, pursuant to the terms of the
    Equity Purchase Agreement finalized on July 16, 2012
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For
the nine months ended September 30, 2013, the Company had the following transactions in its Preferred stock:

|i) | The
    Company issued an aggregate of 86,304,147 shares of Class A common stock in exchange for an aggregate of 12,730 shares of
    Preferred Stock, $1.00 par value, to Southridge Partners II LP, pursuant to the terms of the Equity Purchase Agreement finalized
    on July 16, 2012
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



b)
Class A Common Stock



As
of September 30, 2013 and December 31, 2012, there are 10,000,000,000 and 4,000,000,000 shares, respectively, of Class A Common
Stock authorized, no par value, and 5,217,475,719 and 1,480,028,558 shares, respectively, were issued and outstanding.

Each
holder of Class A Common Stock is entitled to receive ratably dividends, if any, as may be declared by the Board of Directors
out of funds legally available for payment of dividends. The Company has never paid any dividends on its common stock and does
not contemplate doing so in the foreseeable future. The Company anticipates that any earnings generated from operations will be
used to finance its growth objectives.



For
the nine months ended September 30, 2013, the Company had the following transactions in its Class A common stock:

|(a) | The
    Company issued an aggregate of 363,852,814 shares of Class A common stock for repayment of convertible debenture and accrued
    interest in lieu of cash, valued at $113,498. The difference in the market value and the reduction in debt of $30,200 was
    charged to beneficial interest in the amount of $83,298. 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | The
    Company issued an aggregate of 918,100,200 shares of Class A common stock for repayment of convertible debenture and accrued
    interest in lieu of cash, valued at $173,198. The difference in the market value and the reduction in debt of $48,553 was
    charged to beneficial interest in the amount of $124,645.



|(c) | The
    Company issued an aggregate of 169,190,000 shares of Class A common stock for repayment of convertible debenture and accrued
    interest in lieu of cash, valued at $23,735. The difference in the market value and the reduction in debt of $8,460 was charged
    to beneficial interest in the amount of $15,275.       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d) | The
    Company has issued an aggregate of 86,304,147 shares of Class A common stock upon conversion of an aggregate of 12,730 shares
    of Convertible Preferred Shares with Southridge Partners pursuant to the terms of the Equity Purchase Agreement finalized
    on July 16, 2012.                                           
|(e) | The
    Company issued 2,200,000,000 shares of Class A common stock to Mr. Glynn as repayment of $88,000 of deferred compensation
    and accrued interest that Mr. Glynn earned in 2009, 2010 and 2011. These shares contain a restrictive legend which will limit
    Mr. Glynn’s ability to liquidate these into the open market.



-19-







c)
Class B Common Stock



As
of June 30, 2014, there are 50,000,000 shares of Class B Common Stock authorized, par value $.01 per share and 10,000 shares were
issued and outstanding. Each holder of Class B Common Stock has voting rights equal to 100 shares of Class A Common Stock. A holder
of Class B Common Stock has the right to convert each share of Class B Common Stock into the number of shares of Class A Common
Stock determined by dividing the number of Class B Common Stock being converted by a 20% discount of the lowest price that Kenergy
Scientific, Inc. had ever issued its Class A Common Stock. Upon liquidation, dissolution, or winding-up, holders of Class B Common
Stock will be entitled to receive distributions.



d)
Class C Common Stock



As
of June 30, 2014, there are 20,000,000 shares of Class C Common Stock authorized, par value $.01 per share. Each holder of Class
C Common Stock is entitled to 1,000 votes for each share held of record. Shares of Class C Common Stock are not convertible into
Class A Common Stock. Upon liquidation, dissolution or wind-up, the holders of Class C Common Stock are not entitled to receive
the Company’s net assets pro rata. As of September 30, 2013, no shares were issued or outstanding.



Note
13 Additional paid-in capital



As
of September 30, 2013, the Company has owed as much as $437,000 to a related party director of the Company. The loans are non-interest
bearing, unsecured and due at various times up to December 28, 2010 and are included in the loans payable, related party balance.
However, ASC 835-30 “Imputation of Interest” has been applied to impute the interest on loan from June 1, 2009 as
there was no interest rate stipulated in the agreements. An accumulation of $45,620 has been imputed as interest over the periods
and as per ASC 835-30, has been credited to Additional paid-in capital.



Note
14 Stock Options



During
2005, the Company adopted the 2005 Stock Incentive Plan and the 2005 Directors’ and Officers’ Stock Incentive Plan
(“Plan”) in order to attract and retain qualified personnel. Under the Plans, the Board of Directors, in its discretion
may grant stock options (either incentive or non-qualified stock options) to officers, directors and employees. The Company has
not issued any stock options as of September 30, 2013.



Note
15 New Accounting Pronouncements



There
were various other updates recently issued, most of which represented technical corrections to the accounting literature or application
to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations
or cash flows.



Note
16 Fair Value Measurements



ASC
825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities
required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it
would transact and considers assumptions that market participants
would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10
establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:



-20-







Level
1 - Quoted prices in active markets for identical assets or liabilities.



Level
2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets
with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant
inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full
term of the assets or liabilities.



Level
3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.



To
the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination
of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of
the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair
value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.



Note
17 Subsequent Events



On
July 21, 2014, the majority shareholders entered into a Letter of Intent (“LOI”) with Creighton Hill Capital Partners,
LLC for the purchase of the controlling shares in the Company. At this time, there has been no execution of the Stock Purchase
Agreement.

-21-





Item
2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Forward
Looking Statements



A
number of the statements made by the Company in this report may be regarded as “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995.



Forward-looking
statements include, among others, statements concerning the Company’s outlook, pricing trends and forces within the industry,
the completion dates of capital projects, expected sales growth, cost reduction strategies and their results, long-term goals
of the Company and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar
expressions concerning matters that are not historical facts.



All
predictions as to future results contain a measure of uncertainty and accordingly, actual results could differ materially. Among
the factors that could cause a difference are: changes in the general economy; changes in demand for the Company’s products
or in the cost and availability of its raw materials; the actions of its competitors; the success of our customers; technological
change; changes in employee relations; government regulations; litigation, including its inherent uncertainty; difficulties in
plant operations and materials; transportation, environmental matters; and other unforeseen circumstances. For a discussion of
material risks and uncertainties that the Company faces, see the discussion in the Form 10−K for the fiscal year ended December
31, 2013 entitled “Risk Factors”.



Overview
and Plan of Operation

In
June 2009, the Company entered into fields of development of various products relating to solar power generating systems; portable
solar powered products, such as cell phone and PDA rechargers that are solar rechargeable; solar rechargeable lantern/flashlight
devices; solar backpack rechargers; solar power audio devices, such as radios; wind power generating systems; and, creative products
based on proprietary positions, especially in the area of healthcare. On February 4, 2013, the Company announced that they would
be closing their GreenSmart store and “would seek a new business entity acquisition to change its direction and its financial
status”. Following the change of management on July 1, 2013 the Company commenced development of a wholly owned media company
under the brand name Sparx Business Media. The Company earned licensing revenue from Sparx during the period.



Results
of Operations



The
Company changed the its business activity from selling of solar powered products to a business marketing and media Company from
July 2013. During the three months ended March 31, 2014, the Company sales were $124,241as compared to $ 2,363 for the three months
ended March 31, 2013. , This change is primarily due to the change in business activities and its discontinued operations through
its retail GreenSmart store which closed the store front in the 1st quarter of 2013. The Company recorded revenue of $124,241
relating to media marketing deals during the three months ending June 30, 2014.



Gross
margin for the six months ended June 30, 2014 and 2013 were $156,158 and $470, respectively. For the three months ended June 30,
2014 and 2013, gross margins were, $66,924 and $236, respectively. The significant increase in margin in this quarter is due to
the change in business operations to Business Media and Marketing Services during the quarter by the new management through Sparx
Business Media Services.



-22-





Total
operating expenses increased by $126,156 for the six months ending June 30, 2014, as compared to the same period in the prior
year. Total operating expenses for the quarter decreased by $19,106(14%) for the three months ended June 30, 2014, as compared
to the previous quarter. The increase is primarily due to the change in operations from selling solar power products to dealing
in marketing of businesses, selling of Shell companies and IR deals.

Total
income (expense) from operations for the six months ended June 30, 2014 was $45,465 as compared to the profit of $2,839,316 for
the six months ended June 30, 2013. This significant change was primarily attributed to the gain on revaluation of derivatives
of $3,298,434 last year against no such gain in this year and no amortization of debt discount when compared to the same period
last year. Total other income (expense) for the six months ended June 30, 2014 was (24,677) as compared to total other income
of $2,839,316 for the six months ended June 30, 2013. This change was primarily attributed to favorable change relating to gain
on revaluation of derivatives of $3,298,434 in the prior year.

Liquidity
and Capital Resources



Kenergy
Scientific has incurred substantial cash losses in previous years due to which it required financing for working capital to meet
its operating obligations. The new management was able to arrange financing through revolving line of credit of $1,000,000 with
the balance of $290,030 drawn as of June 30, 2014.

The
Company needs working capital funds to implement its business plan and continue the operating activities. In 2013 through change
in business operations from dealing in solar powered products to business dealing in Shell Sales and IR, the funding requirements
have changed significantly. For the three months ended June 30, 2014, the Company had a net decrease in cash of $3,039 with the
principal sources / uses of funds were as follows:



Cash
used by operating activities.The Company generated $1,243,984 in cash for operating activities for the six months ended
June 30, 2014 through increase in liabilities and used $50,807 in cash for operating activities for the six months ended June
30, 2013.



Cash
used by investing activities.The Company did not do any investing activity during the six months period ending June 30,
2014. The Company used $0in cash for investing activities for the six months ending June 30, 2013. These amounts were for the
prosecution and filings related to the Company’s patent portfolio.



Cash
provided by financing activities. For the six months ending June 30, 2014, the Company provided $290,030 in financing
activities through the revolving line of credit of $1.0 million from Mina Mar Group to meet the working capital requirements.
During the quarter, the Company issued its shares in settlement of its debts (including debentures and convertible debts) through
issuance of shares. For the six months ended June 30, 2013, the Company provided $0 in financing activities by the issuance of
promissory notes to unrelated parties.



There
was no significant impact on the Company’s operations as a result of inflation for the six months ended June 30, 2014.



Financing
Commitments

On
August 8, 2013 the Company secured a $1 million dollar revolving line of credit at 5% annual interest rate with its preferred
shareholder Mina Mar Group. The funds are used to fund daily operations, develop the Sparx Media business and settle creditor
debts.



-23-





On
July 16, 2012, the Company finalized an equity facility with Southridge Partners II, LP, a Delaware limited partnership (“Southridge”),
whereby the parties entered into (i) an equity purchase agreement and (ii) a registration rights agreement. Pursuant to the terms
of the Equity Agreement, for a period of twenty-four (24) months commencing on the effective date of the initial Registration
Statement covering the Registrable Securities, Southridge shall commit to purchase up to $17,500,000 of the Company’s Class
A common stock, no par value per share (the “Put Shares”). The purchase price of the Put Shares under the Equity Agreement
is equal to ninety-one percent (91%) of the lowest closing price of the stock following the five (5) trading days after which
a put notice is deemed delivered to Southridge in the manner provided by the Equity Agreement. The Company also entered into the
Registration Rights Agreement with Southridge. Pursuant to the terms of the Registration Rights Agreement, the Company is obligated
to file a registration statement with the U.S. Securities and Exchange Commission to cover the Registrable Securities within 90
days of closing and thereafter the Company shall use its commercially reasonable efforts to cause the Registration Statement to
be declared effective by the SEC within five (5) business days after notice from the SEC that the Registration Statement may be
declared effective.

Critical
Accounting Policies



The
discussion and analysis of our financial condition and results of operations are based on our financial statements, which have
been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation
of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate these estimates,
including those related to bad debts, inventory obsolescence, intangible assets, payroll tax obligations, and litigation. We base
our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of certain assets and liabilities. Actual results
may differ from these estimates under different assumptions or conditions.



OFF
BALANCE SHEET ARRANGEMENTS



During
the three months ended June 30, 2014, we did not engage in any material off-balance sheet activities nor have any relationships
or arrangements with unconsolidated entities established for the purpose of facilitating off-balance sheet arrangements or other
contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we
have any commitment or intent to provide additional funding to any such entities.



Item
4. 	Controls and Procedures.



Evaluation
of Disclosure Controls and Procedures



Management
of the Company has evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company,
the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the quarter covered by this Quarterly Report
on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of the Company have concluded,
as of the end of the quarter covered by this Quarterly Report on Form 10-Q, that our disclosure controls and procedures have not
been effective for the following reason:



A
deficiency was identified as the Company's limited segregation of duties amongst the Company's employees with respect to the
Company's control activities. This deficiency is the result of the Company's limited number of employees. This deficiency may
affect management's ability to determine if errors or inappropriate actions have taken place. Management is required to apply
its judgment in evaluating the cost-benefit relationship of possible changes in our disclosure controls and
procedures.





Changes
in internal control over financial reporting.



Management
of the Company has also evaluated, with the participation of the Chief Executive Officer of the Company, any change in the Company’s
internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q and determined
that there was no change in the Company’s internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting.



-24-





Part
II. Other Information



Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.



|(a) | The
    Company issued an aggregate of 101,033,200 shares of Class A common stock for repayment of convertible debenture and accrued
    interest in lieu of cash, valued at $10,103.                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | The
    Company issued an aggregate of 221,571,800 shares of Class A common stock for repayment of convertible debenture and accrued
    interest in lieu of cash, valued at $22,157.                                                                               
|(c) | The
    Company issued an aggregate of 160,000,000 shares of Class A common stock for repayment of convertible debenture and accrued
    interest in lieu of cash, valued at $16,000.                                                                               
|(d) | The
    Company has issued an aggregate of 43,161,290 shares of Class A common stock upon conversion of 6,690 shares of Convertible
    Preferred Shares with Southridge Partners pursuant to the terms of the Equity Purchase Agreement finalized on July 16, 2012.
|(e) | The
    Company issued 2,200,000,000 shares of Class A common stock to Mr. Glynn as repayment of $88,000 of deferred compensation
    and accrued interest that Mr. Glynn earned in 2009, 2010 and 2011.                                                            



Item
3. Defaults Upon Senior Securities.



On
March 6, 2013, the Company defaulted on the ATG, Inc note and as such, the default interest will increase to 24.99% retroactive
to the inception of the agreement.



Item
6.	Exhibits



|31.1 | Rule
                                         13a-14(a)/15d-14(a) Certifications.                                                                                                    
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|32.1 | Certification
    of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002.

















































-25-







SIGNATURES



In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report on Form 10-Q to
be signed on its behalf by the undersigned, thereunto duly authorized.





Kenergy
Scientific, Inc. August 15, 2014



By: /s/
Zoran Cvetojevic

Zoran Cvetojevic

Chief Executive
Officer









Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.





August 15,
2014



By: /s/
Zoran Cvetojevic

Zoran Cvetojevic

Chief Executive
Officer





























































-26-





INDEX
OF EXHIBITS



|31.1 | Rule
                                         13a-14(a)/15d-14(a) Certifications.                                                                                                    
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|32.1 | Certification
    of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002.