| Delaware                                                     |   | 01-0638346                           |
|--------------------------------------------------------------|--------|--------------------------------------|
| State or other jurisdiction of incorporation or organization |   | (I.R.S. Employer Identification No.) |
| Title of Each Class |   | Name of each Exchange on which registered |
|---------------------|--------|-------------------------------------------|
| Nil                 |   | N/A                                       |
| Yes [ ] No [X] |
|----------------|
| Yes [  ] No [X] |
|----------------------|
| Yes [X] No [  ] |
|----------------------|
| Yes [X] No [  ] |
|----------------------|
| Large accelerated filer | [  ] |                                          | Accelerated filer         | [  ] |
|-------------------------|-----------|-----------------------------------------------|---------------------------|-----------|
| Non-accelerated filer   | [  ] | (Do not check if a smaller reporting company) | Smaller reporting company | [X]       |
| Yes [  ] No [X] |
|----------------------|

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| Page          |
|---------------|
| PART I        |
| Item 1.       | Business. | 3 |
| Item 1A.      | Risk Factors. | 8 |
| Item 1B. | Unresolved Staff Comments. | 9 |
| Item 2.       | Properties. | 9 |
| Item 3.       | Legal Proceedings. | 9 |
| Item 4.       | Mine Safety Disclosures. | 9 |
| PART II       |
| Item 5.       | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 9 |
| Item 6.       | Selected Financial Data. | 12 |
| Item 7.       | Management's Discussion and Analysis of Financial Condition and Results of Operations. | 12 |
| Item 7A.      | Quantitative and Qualitative Disclosures About Market Risk. | 16 |
| Item 8.       | Financial Statements and Supplementary Data. | 16 |
| Item 9.       | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. | 33 |
| Item 9A.      | Controls and Procedures. | 33 |
| Item 9B.      | Other Information. | 34 |
| PART III      |
| Item 10.      | Directors, Executive Officers and Corporate Governance. | 34 |
| Item 11.      | Executive Compensation. | 37 |
| Item 12.      | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 40 |
| Item 13.      | Certain Relationships and Related Transactions and Director Independence. | 41 |
| Item 14.      | Principal Accounting Fees and Services. | 42 |
| PART IV       |
| Item 15.      | Exhibits and Financial Statement Schedules | 43 |

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| Plan Category                                          |   | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights |    |   | (b) Weighted average exercise price of outstanding options, warrants and rights |   |   | (c) Number of shares remaining available to future issuances under equity compensation plans (excluding shares reflected in column (a)) |   |
|--------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------|---------|--------|---------------------------------------------------------------------------------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------|--------|
| Equity compensation plans approved by stockholders     |   |                                                                                            | 0       |   |                                                                            | NA     |   |                                                                                                                                    |   | 0 |   |
| Equity compensation plans not approved by stockholders |   |                                                                                            | 488,679 |   |                                                                            | $      | 0.001  |                                                                                                                                    |   |   | 600,000 | (1) |
| Total                                                  |   |                                                                                            | 488,679 |   |                                                                            | $      | 0.001  |                                                                                                                                    |   |   | 600,000 |   |

|  | (1) | Reflects shares of unvested stock options at December 31, 2014. |
|--|-----|-----------------------------------------------------------------|

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|                                     | Year Ended   |   | Year Ended   |   |
|-------------------------------------|--------------|--------|--------------|--------|
|                                     | December 31, |   | December 31, |   |
|                                | 2014         |   | 2013         |   |
|                                |              |   |              |   |
| Revenue                             |         | $      | -            |   |   | $ | - |   |
| Selling, general and administrative |         |   | 324,651      |   |   |   | 409,914 |   |
| Net operating loss                  |         | $      | (324,651     | )      |   | $ | (409,914 | ) |
|                                |         |   |         |   |   |   |   |   |
| Interest income                     |         | $      | 844          |   |   | $ | 597 |   |
| Interest expense                    |         |   | (105,093     | )      |   |   | (123,264 | ) |
| Net loss                            |         | $      | (428,900     | )      |   | $ | (532,581 | ) |

----

| Balance Sheet Date |   | December 31, 2014 |       |   | December 31, 2013 |   |
|--------------------|--------|-------------------|------------|--------|-------------------|--------|
|               |   |                   |       |   |                   |   |
| Cash               |   | $                 | 19,132     |   |              | $      | 269 |   |
| Total Assets       |   | $                 | 28,830     |   |              | $      | 13,208 |   |
| Total Liabilities  |   | $                 | 1,424,405  |   |              | $      | 2,186,413 |   |
| Working Capital    |   | $                 | (1,405,273 | )      |              | $      | (2,186,144 | ) |
| Cash Flows                                            | Year Ended December 31, |   | Year EndedDecember 31, |   |
|-------------------------------------------------------|-------------------------|--------|------------------------|--------|
|                                                  | 2014                    |   | 2013                   |   |
|                                                  |                         |   |                        |   |
| Cash Flows Used in Operating Activities               |                    | $      | (43,317                | )      |   | $ | (88,925 | ) |
| Cash Flows Provided by (Used by) Investing Activities |                    | $      | -                      |   |   | $ | - |   |
| Cash Flows Provided by Financing Activities           |                    | $      | 62,180                 |   |   | $ | 86,289 |   |
| Net Increase in Cash During the Period                |                    | $      | 18,863                 |   |   | $ | (2,636 | ) |

----

----

|                                                                                                   |   |   |
|--------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                   |   | Page   |
| Report of Independent Registered Public Accounting Firm – Green & Company, CPAs              |   | 16     |
|                                                                                                   |        |        |
|  Report of Independent Registered Public Accounting Firm – DKM Certified Public Accountants |        | 17     |
|                                                                                                   |   |   |
| Balance Sheets as of December 31, 2014 and 2013                                                        |   | 18     |
|                                                                                                   |   |   |
| Statements of Operations for the years ended December 31, 2014 and 2013                                |   | 19     |
|                                                                                                   |   |   |
| Statement of Changes in Stockholders' Deficit for the years ended December 31, 2014 and 2013           |   | 20     |
|                                                                                                   |        |        |
| Statements of Cash Flows for the years ended December 31, 2014 and 2013                                |   | 21     |
|                                                                                                   |        |        |
| Notes to Financial Statements                                                                          |   | 22     |

----

|                                    | Green & Company, CPAs |
|------------------------------------|---------------------------|
| A PCAOB Registered Accounting Firm |

| 10320 N 56th Street, Suite 330 | Temple Terrace, FL 33617 | 813.606.4388 |
|--------------------------------|--------------------------|--------------|

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|     |   | 2451 N. McMullen Booth RoadSuite.308Clearwater, FL 33759 Toll fee: 855.334.0934 Fax: 800.581.1908 |
|--------------------|--------|-------------------------------------------------------------------------------------------------------------|

|   |   |             |
|--------|--------|------------------|
|   |   | PCAOB Registered |
|   |   | AICPA Member     |

----

|                                                                                                                                                                     |   | December 31, |       |   | December 31, |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|------------|--------|--------------|--------|
|                                                                                                                                                                               |   | 2014         |       |   | 2013         |   |
|                                                                                                                                                                               |   |              |       |   |              |   |
| ASSETS                                                                                                                                                                             |   |
|                                                                                                                                                                               |   |              |       |   |              |   |
| Current assets:                                                                                                                                                                    |   |              |       |   |              |   |
|  Cash                                                                                                                                                                         |   | $            | 19,132     |   |         | $      | 269 |   |
|                                                                                                                                                                               |   |         |       |   |         |   |   |   |
| Total current assets                                                                                                                                                               |   |         | 19,132     |   |         |   | 269 |   |
|                                                                                                                                                                               |   |         |       |   |         |   |   |   |
| Property and equipment, net                                                                                                                                                        |   |         | 9,698      |   |         |   | 12,939 |   |
|                                                                                                                                                                               |   |         |       |   |         |   |   |   |
| Total assets                                                                                                                                                                       |   | $            | 28,830     |   |         | $      | 13,208 |   |
|                                                                                                                                                                               |   |         |       |   |         |   |   |   |
|                                                                                                                                                                               |   |         |       |   |         |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                               |   |
|                                                                                                                                                                               |   |         |       |   |         |   |   |   |
| Current liabilities:                                                                                                                                                               |   |         |       |   |         |   |   |   |
| Accounts payable                                                                                                                                                                   |   | $            | 844,944    |   |         | $      | 756,935 |   |
| Accrued expenses                                                                                                                                                                   |   |         | 7,796      |   |         |   | 281,115 |   |
| Contractor liabilities                                                                                                                                                             |   |         | -          |   |         |   | 214,000 |   |
| Coupon reimbursement liabilities                                                                                                                                                   |   |         | 231,757    |   |         |   | 304,944 |   |
| Accrued interest                                                                                                                                                                   |   |         | 114,981    |   |         |   | 154,300 |   |
| Due to related parties                                                                                                                                                             |   |         | 200        |   |         |   | 19,218 |   |
| Line-of-credit and notes payable - related parties                                                                                                                                 |   |         | 174,727    |   |         |   | 395,901 |   |
| Notes payable                                                                                                                                                                      |   |         | 50,000     |   |         |   | 60,000 |   |
|                                                                                                                                                                               |   |         |       |   |         |   |   |   |
| Total current liabilities                                                                                                                                                          |   |         | 1,424,405  |   |         |   | 2,186,413 |   |
|                                                                                                                                                                               |   |         |       |   |         |   |   |   |
| Other liabilities:                                                                                                                                                                 |   |         | -          |   |         |   | - |   |
|                                                                                                                                                                               |   |         |       |   |         |   |   |   |
| Total liabilities                                                                                                                                                                  |   |         | 1,424,405  |   |         |   | 2,186,413 |   |
|                                                                                                                                                                               |   |         |       |   |         |   |   |   |
| Commitments and contingencies                                                                                                                                                      |   |         |       |   |         |   |   |   |
|                                                                                                                                                                               |   |         |       |   |         |   |   |   |
| Stockholders' equity (deficit):                                                                                                                                                    |   |         |       |   |         |   |   |   |
|                                                                                                                                                                               |   |         |       |   |         |   |   |   |
| Preferred stock, 50,000,000 shares authorized, $0.0001 par value, no shares issued or outstanding                                                                                  |   |         | -          |   |         |   | - |   |
| Common stock, $0.0001 par value, 2,000,000,000 shares authorized, 18,411,196 and 13,642,391 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively |   |         | 1,841      |   |         |   | 1,364 |   |
| Additional paid-in-capital                                                                                                                                                         |   |         | 4,709,445  |   |         |   | 3,503,593 |   |
| Common stock issuable                                                                                                                                                              |   |         | 201        |   |         |   | - |   |
| Accumulated deficit                                                                                                                                                                |   |         | (6,107,062 | )      |         |   | (5,678,162 | ) |
| Total stockholders' equity (deficit)                                                                                                                                               |   |         | (1,395,575 | )      |         |   | (2,173,205 | ) |
|                                                                                                                                                                               |   |         |       |   |         |   |   |   |
| Total liabilities and stockholders' equity (deficit)                                                                                                                               |   | $            | 28,830     |   |         | $      | 13,208 |   |

----

|                                                                           |   | For the Year Ended |       |
|--------------------------------------------------------------------------------|--------|--------------------|------------|
|                                                                           |   | December 31,       |       |
|                                                                           |   | 2014               |       |   | 2013 |   |
|                                                                           |   |                    |       |   |  |   |
| Revenues                                                                       |   | $                  | -          |   |   | $ | - |   |
|                                                                           |   |               |       |   |   |   |   |   |
| Operating expenses                                                             |   |               |       |   |   |   |   |   |
|    Selling, general and administrative expenses                 |   |               | (324,651   | ) |   |   | (409,914 | ) |
|                                                                           |   |               |       |   |   |   |   |   |
| Net loss from operations                                                       |   |               | (324,651   | ) |   |   | (409,914 | ) |
|                                                                           |   |               |       |   |   |   |   |   |
| Other income (expense):                                                        |   |               |       |   |   |   |   |   |
| Interest income                                                                |   |               | 844        |   |   |   | 597 |   |
| Interest expense                                                               |   |               | (105,093   | ) |   |   | (123,264 | ) |
| Total other income (expense)                                                   |   |               | (104,249   | ) |   |   | (122,667 | ) |
|                                                                           |   |               |       |   |   |   |   |   |
| Net loss before income taxes (benefit)                                         |   |               | (428,900   | ) |   |   | (532,581 | ) |
|                                                                           |   |               |       |   |   |   |   |   |
| Provision (benefit) for income taxes                                           |   |               | -          |   |   |   | - |   |
|                                                                           |   |               |       |   |   |   |   |   |
| Net loss                                                                       |   | $                  | (428,900   | ) |   | $ | (532,581 | ) |
|                                                                           |   |               |       |   |   |   |   |   |
| Net loss per common share - Basic and diluted                                  |   | $                  | (0.03      | ) |   | $ | (0.04 | ) |
|                                                                           |   |               |       |   |   |   |   |   |
| Weighted average number of common shares outstanding  - Basic and diluted |   |               | 14,606,446 |   |   |   | 13,458,971 |   |

----

|                                                            |   | Preferred Stock |   |   | Common Stock |   |   |        |   |   | Common Stock Issuable |   |   | Paid-In |   |   | Accumulated |   |      | Stockholders' |   |
|-----------------------------------------------------------------|--------|-----------------|--------|--------|--------------|--------|--------|--------|--------|--------|-----------------------|--------|--------|---------|--------|--------|-------------|--------|-----------|---------------|--------|
|                                                            |   | Shares          |   |   | Amount       |   |   | Shares |   |   | Amount                |   |   | Shares  |   |   | Amount      |   |      | Capital       |   |   | Deficit |   |   | Equity (Deficit) |   |
|                                                            |   |                 |   |   |              |   |   |        |   |   |                       |   |   |         |   |   |             |   |      |               |   |   |  |   |   |  |   |
| Balance, December 31, 2012                                      |   |            | -      |   |         | $      | -      |   |   |   | 12,894,869            |   |   | $       | 1,289  |   |        |   | -         |          |   |   | - |   |   | $ | 3,437,539 |   |   | $ | (5,145,581 | ) |   | $ | (1,706,753 | ) |
|                                                            |   |            |   |   |         |   |   |   |   |   |                  |   |   |    |   |   |        |   | -         |          |   |   | - |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock and warrants  issued for cash                 |   |            | -      |   |         |   | -      |   |   |   | 155,102               |   |   |    | 16     |   |        |   | -         |          |   |   | - |   |   |   | 11,249 |   |   |   | - |   |   |   | 11,265 |   |
| Common stock issued for services                                |   |            | -      |   |         |   | -      |   |   |   | 100,020               |   |   |    | 10     |   |        |   | -         |          |   |   | - |   |   |   | 4,991 |   |   |   | - |   |   |   | 5,001 |   |
| Common stock issued in lieu of cash compensation                |   |            | -      |   |         |   | -      |   |   |   | 148,000               |   |   |    | 15     |   |        |   | -         |          |   |   | - |   |   |   | 36,985 |   |   |   | - |   |   |   | 37,000 |   |
| Stock option expense                                            |   |            | -      |   |         |   | -      |   |   |   | -                     |   |   |    | -      |   |        |   | -         |          |   |   | - |   |   |   | 2,400 |   |   |   | - |   |   |   | 2,400 |   |
| Stock options exercised                                         |   |            | -      |   |         |   | -      |   |   |   | 240,000               |   |   |    | 24     |   |        |   | -         |          |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 24 |   |
| Conversion of note payable and accrued interest to common stock |   |            | -      |   |         |   | -      |   |   |   | 104,400               |   |   |    | 10     |   |        |   | -         |          |   |   | - |   |   |   | 10,429 |   |   |   | - |   |   |   | 10,439 |   |
| Net loss for the year ended December 31, 2013                   |   |            | -      |   |         |   | -      |   |   |   | -                     |   |   |    | -      |   |        |   | -         |          |   |   | - |   |   |   | - |   |   |   | (532,581 | ) |   |   | (532,581 | ) |
|                                                            |   |            |   |   |         |   |   |   |   |   |                  |   |   |    |   |   |        |   |      |          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, December 31, 2013                                      |   |            | -      |   |         | $      | -      |   |   |   | 13,642,391            |   |   | $       | 1,364  |   |        |   | -         |          |   |   | - |   |   | $ | 3,503,593 |   |   | $ | (5,678,162 | ) |   | $ | (2,173,205 | ) |
|                                                            |   |            |   |   |         |   |   |   |   |   |                  |   |   |    |   |   |        |   | -         |          |   |   | - |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common stock issued for cash                                    |   |            | -      |   |         |   | -      |   |   |   | 1,000,000             |   |   |    | 100    |   |        |   | -         |          |   |   | - |   |   |   | 9,900 |   |   |   | - |   |   |   | 10,000 |   |
| Stock options exercised                                         |   |            | -      |   |         |   | -      |   |   |   | 488,679               |   |   |    | 49     |   |        |   | -         |          |   |   | - |   |   |   | 981 |   |   |   | - |   |   |   | 1,030 |   |
| Stock option expense                                            |   |            | -      |   |         |   | -      |   |   |   | -                     |   |   |    | -      |   |        |   | -         |          |   |   | - |   |   |   | 2,100 |   |   |   | - |   |   |   | 2,100 |   |
| Common stock issued for services                                |   |            | -      |   |         |   | -      |   |   |   | 957,545               |   |   |    | 96     |   |        |   | -         |          |   |   | - |   |   |   | 228,323 |   |   |   | - |   |   |   | 228,419 |   |
| Common stock issued in conversion of debt                       |   |            | -      |   |         |   | -      |   |   |   | 2,322,581             |   |   |    | 232    |   |        |   | -         |          |   |   | - |   |   |   | 882,000 |   |   |   | - |   |   |   | 882,232 |   |
| Common stock issuable in conversion of debt                     |   |            | -      |   |         |   | -      |   |   |   | -                     |   |   |    | -      |   |        |   | 37,500    |          |   |   | 4 |   |   |   | 14,996 |   |   |   | - |   |   |   | 15,000 |   |
| Common stock issuable for stock option exercise                 |   |            | -      |   |         |   | -      |   |   |   | -                     |   |   |    | -      |   |        |   | 1,975,000 |          |   |   | 198 |   |   |   | 19,553 |   |   |   | - |   |   |   | 19,750 |   |
| Beneficial conversion feature on note payable                   |   |            | -      |   |         |   | -      |   |   |   | -                     |   |   |    | -      |   |        |   | -         |          |   |   | - |   |   |   | 47,999 |   |   |   | - |   |   |   | 47,999 |   |
| Net loss for the year ended December 31, 2014                   |   |            | -      |   |         |   | -      |   |   |   | -                     |   |   |    | -      |   |        |   | -         |          |   |   |   |   |   |   | - |   |   |   | (428,900 | ) |   |   | (428,900 | ) |
|                                                            |   |            |   |   |         |   |   |   |   |   |                  |   |   |    |   |   |        |   |      |          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, December 31, 2014                                      |   |            | -      |   |         | $      | -      |   |   |   | 18,411,196            |   |   | $       | 1,841  |   |        |   | 2,012,500 |          |   | $ | 201 |   |   | $ | 4,709,445 |   |   | $ | (6,107,062 | ) |   | $ | (1,395,575 | ) |

----

|                                                                           |   | For the Year Ended |     |
|------------------------------------------------------------------------------------------|--------|--------------------|----------|
|                                                                           |   | December 31,       |     |
|                                                                                     |   | 2014               |     |   | 2013 |   |
|                                                                                     |   |                    |     |   |  |   |
| Cash flows from operating activities:                                                    |   |                    |     |   |  |   |
| Net loss                                                                                 |   | $                  | (428,900 | ) |   | $ | (532,581 | ) |
| Adjustments to reconcile net loss to net cash used in operations:                        |   |               |     |   |   |   |   |   |
| Depreciation                                                                             |   |               | 3,241    |   |   |   | 3,390 |   |
| Bad debt expense                                                                         |   |               | -        |   |   |   | 46,500 |   |
| Stock issued as debt discount for loan inducement                                        |   |               | -        |   |   |   | 5,001 |   |
| Stock based compensation                                                                 |   |               | 206,525  |   |   |   | 37,000 |   |
| Stock option expense                                                                     |   |               | 2,100    |   |   |   | 2,400 |   |
| Issuance of note payable for financing fees                                              |   |               | -        |   |   |   | 10,020 |   |
| Interest accrued on notes payable                                                        |   |               | 62,080   |   |   |   | 118,263 |   |
| Accretion of debt discount as interest                                                   |   |               | 43,013   |   |   |   | - |   |
| Changes in operating assets and liabilities:                                             |   |               |     |   |   |   |   |   |
| Accounts receivable                                                                      |   |               | -        |   |   |   | 2,119 |   |
| Inventories                                                                              |   |               | -        |   |   |   | 84,268 |   |
| Prepaid expenses                                                                         |   |               | -        |   |   |   | 672 |   |
| Accounts payable                                                                         |   |               | 91,153   |   |   |   | 7,996 |   |
| Accrued expenses                                                                         |   |               | 50,658   |   |   |   | 138,696 |   |
| Coupon reimbursement liabilities                                                         |   |               | (73,187  | ) |   |   | (2,119 | ) |
| Contractor liabilities                                                                   |   |               | -        |   |   |   | (10,550 | ) |
| Net cash used in operating activities                                                    |   |               | (43,317  | ) |   |   | (88,925 | ) |
|                                                                                     |   |               |     |   |   |   |   |   |
| Cash flows provided by (used in) investing activities:                                   |   |               |     |   |   |   |   |   |
| Net cash used in investing activities                                                    |   |               | -        |   |   |   | - |   |
|                                                                                     |   |               |     |   |   |   |   |   |
| Cash flows provided by (used in) financing activities:                                   |   |               |     |   |   |   |   |   |
| Proceeds from the sale of common stock                                                   |   |               | 29,750   |   |   |   | 11,265 |   |
| Stock options exercised                                                                  |   |               | 1,030    |   |   |   | 24 |   |
| Cash advanced from related parties                                                       |   |               | 1,400    |   |   |   | - |   |
| Proceeds from issuance of notes payable                                                  |   |               | 30,000   |   |   |   | 10,000 |   |
| Proceeds from issuance of notes payable - related parties                                |   |               | -        |   |   |   | 65,000 |   |
| Net cash provided by financing activities                                                |   |               | 62,180   |   |   |   | 86,289 |   |
|                                                                                     |   |               |     |   |   |   |   |   |
| Net increase (decrease) in cash                                                          |   |               | 18,863   |   |   |   | (2,636 | ) |
|                                                                                     |   |               |     |   |   |   |   |   |
| Cash at beginning of period                                                              |   |               | 269      |   |   |   | 2,905 |   |
|                                                                                     |   |               |     |   |   |   |   |   |
| Cash at end of period                                                                    |   | $                  | 19,132   |   |   | $ | 269 |   |
|                                                                                     |   |               |     |   |   |   |   |   |
|                                                                                     |   |               |     |   |   |   |   |   |
| Supplemental disclosure of cash flow information:                                        |   |               |     |   |   |   |   |   |
|                                                                                     |   |               |     |   |   |   |   |   |
| Cash paid for interest                                                                   |   | $                  | -        |   |   | $ | - |   |
|                                                                                     |   |               |     |   |   |   |   |   |
| Cash paid for taxes                                                                      |   | $                  | -        |   |   | $ | - |   |
|                                                                                     |   |               |     |   |   |   |   |   |
| Non-cash investing and financing activities:                                             |   |               |     |   |   |   |   |   |
|                                                                                     |   |               |     |   |   |   |   |   |
| Conversion of note payable and accrued interest to common stock:                         |   |               |     |   |   |   |   |   |
| Notes payable - related parties                                                          |   | $                  | (257,439 | ) |   | $ | - |   |
| Notes payable                                                                            |   | $                  | (40,000  | ) |   | $ | (10,020 | ) |
| Accrued interest                                                                         |   | $                  | (89,399  | ) |   | $ | (419 | ) |
| Common stock                                                                             |   | $                  | 92       |   |   | $ | 10 |   |
| Additional paid in capital                                                               |   | $                  | 371,746  |   |   | $ | 10,429 |   |
| Common stock issuable                                                                    |   | $                  | 15,000   |   |   | $ | - |   |
|                                                                                     |   |               |     |   |   |   |   |   |
| Conversion of contractor liabilities and amounts due to related parties to common stock: |   |               |     |   |   |   |   |   |
| Contractor liabilities                                                                   |   | $                  | (214,000 | ) |   | $ | - |   |
| Due to related parties                                                                   |   | $                  | (19,218  | ) |   | $ | - |   |
| Common stock                                                                             |   | $                  | 58       |   |   | $ | - |   |
| Additional paid in capital                                                               |   | $                  | 233,160  |   |   | $ | - |   |
|                                                                                     |   |               |     |   |   |   |   |   |
| Conversion of accrued salaries to common stock:                                          |   |               |     |   |   |   |   |   |
| Accrued salaries                                                                         |   | $                  | (275,976 | ) |   | $ | - |   |
| Common stock                                                                             |   | $                  | 69       |   |   | $ | - |   |
| Additional paid in capital                                                               |   | $                  | 275,907  |   |   | $ | - |   |
| Common stock issuable                                                                    |   | $                  | -        |   |   | $ | - |   |
|                                                                                     |   |               |     |   |   |   |   |   |
| Conversion of accrued salaries to note payable:                                          |   |               |     |   |   |   |   |   |
| Accrued salaries                                                                         |   | $                  | (48,000  | ) |   | $ | - |   |
| Notes payable - related parties                                                          |   | $                  | 48,000   |   |   | $ | - |   |
| Note payable discount (beneficial conversion feature)                                    |   | $                  | (47,999  | ) |   | $ | - |   |
| Additional paid in capital                                                               |   | $                  | 47,999   |   |   | $ | - |   |
|                                                                                     |   |               |     |   |   |   |   |   |
| Common stock issued as debt discount on notes payable:                                   |   |               |     |   |   |   |   |   |
| Notes payable (debt discount)                                                            |   | $                  | (18,750  | ) |   | $ | - |   |
| Common stock                                                                             |   | $                  | 8        |   |   | $ | - |   |
| Additional paid in capital                                                               |   | $                  | 18,742   |   |   | $ | - |   |
|                                                                                     |   |               |     |   |   |   |   |   |
| Assignment of notes payable:                                                             |   |               |     |   |   |   |   |   |
| Notes payable - related parties                                                          |   | $                  | (20,000  | ) |   | $ | - |   |
| Accrued interest                                                                         |   | $                  | (12,000  | ) |   | $ | - |   |
| Notes payable - related parties                                                          |   | $                  | 32,000   |   |   | $ | - |   |

----

----

|   | Level 1: | Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities. |
|--------|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Level 2: | Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. |
|--------|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Level 3: | Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. |
|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|   | i)   | Persuasive evidence for an agreement exists; |
|--------|------|----------------------------------------------|
|   | ii)  | Service has been provided;                   |
|   | iii) | The fee is fixed or determinable; and        |
|   | iv)  | Collection is reasonably assured.            |

----

----

|                          |   | December 31, |    |   | December 31, |   |
|-------------------------------|--------|--------------|---------|--------|--------------|--------|
|                          |   | 2014         |    |   | 2013         |   |
|                          |   |              |    |   |              |   |
| Machinery and equipment       |   | $            | 17,910  |   |         | $      | 18,451 |   |
|                          |   |         |    |   |         |   |   |   |
| Office equipment              |   |         | 5,562   |   |         |   | 5,562 |   |
|                          |   |         |    |   |         |   |   |   |
|                          |   |         | 23,472  |   |         |   | 24,013 |   |
|                          |   |         |    |   |         |   |   |   |
| Less accumulated depreciation |   |         | (13,774 | )      |         |   | (11,074 | ) |
|                          |   |         |    |   |         |   |   |   |
| Property and equipment, net   |   | $            | 9,698   |   |         | $      | 12,939 |   |

----

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | December 31, |     |   | December 31, |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|----------|--------|--------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | 2014         |     |   | 2013         |   |
| Promissory note under a line of credit agreement payable to Susanne Woods, a shareholder of the Company, dated November 1, 2009, in the amount of $23,963, bearing interest at 18% and was due on December 31, 2011. The note is in default and is accruing interest at a default rate of 36% since the date of default.                                                                                                                                                            |   | $            | 23,963   |   |         | $      | 23,963 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         |     |   |         |   |   |   |
| Promissory note to Alfred Restaino, Jr., a shareholder of the Company, dated January 3, 2011, in the amount of $106,000, bearing interest at 6% and was due on December 3, 2011. During the year ended December 31, 2014, the note and accrued interest totalling $45,590 was converted into 378,975 shares of the Company's common stock.                                                                                                                                          |   |         | -        |   |         |   | 106,000 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         |     |   |         |   |   |   |
| Promissory note under a line of credit agreement payable to Susanne Woods, a shareholder of the Company, dated February 18, 2011, in the amount of $10,000, bearing interest at 18% and was due on December 31, 2011. The note is in default and is accruing interest at a default rate of 36% since the date of default.                                                                                                                                                           |   |         | 10,000   |   |         |   | 10,000 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         |     |   |         |   |   |   |
| Promissory note to Shelimar Holdings LTD ("Shelimar"), of which the Company's Chairman of the Board of Directors is the President of Shelimar, dated November 28, 2011, in the amount of $125,000, which bore interest at 8% and was due on January 28, 2012.  During the year ended December 31, 2014, the note and accrued interest totalling $36,145 was converted into 368,959 shares of the Company's common stock.                                                  |   |         | -        |   |         |   | 111,438 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         |     |   |         |   |   |   |
| Promissory note to Sean McBride, a shareholder of the Company, dated January 2, 2012, in the amount of $79,500, bearing interest at 8% and was due on June 30, 2012. The note is in default and is accruing interest at a default rate of 15% since the date of default.                                                                                                                                                                                                            |   |         | 79,500   |   |         |   | 79,500 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         |     |   |         |   |   |   |
| Promissory note to Roger Shorthill, a shareholder of the Company, dated June 22, 2013, in the amount of $5,000, bearing interest at 60% and was due the earlier of June 22, 2014 or upon the Company receiving $500,000 in funding from a lender.  On June 27, 2014, the note balance and accrued interest of $3,000 was assigned to Robert Paladino.                                                                                                                     |   |         | -        |   |         |   | 5,000 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         |     |   |         |   |   |   |
| Promissory note to LeeAnna Marchel, a shareholder of the Company, dated June 22, 2013, in the amount of $5,000, bearing interest at 60% and was due the earlier of June 22, 2014 or upon the Company receiving $500,000 in funding from a lender.  On June 27, 2014, the note balance and accrued interest of $3,000 was assigned to Robert Paladino.                                                                                                                     |   |         | -        |   |         |   | 5,000 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         |     |   |         |   |   |   |
| Promissory note to Rick and Cyndi DeGarlais, shareholders of the Company, dated June 23, 2013, in the amount of $5,000, bearing interest at 60% and is due the earlier of June 23, 2014 or upon the Company receiving $500,000 in funding from a lender.                                                                                                                                                                                                                            |   |         | 5,000    |   |         |   | 5,000 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         |     |   |         |   |   |   |
| Promissory note to Alfred Restaino, Jr., shareholders of the Company dated June 23, 2013, in the amount of $5,000, bearing interest at 60% and was due the earlier of June 23, 2014 or upon the Company receiving $500,000 in funding from a lender.  On June 27, 2014, the note balance and accrued interest of $3,000 was assigned to Robert Paladino.                                                                                                                  |   |         | -        |   |         |   | 5,000 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         |     |   |         |   |   |   |
| Promissory note to Teresa Poletz, a shareholder of the Company, dated June 26, 2013, in the amount of $5,000, bearing interest at 60% and is due the earlier of June 26, 2014 or upon the Company receiving $500,000 in funding from a lender.  On June 27, 2014, the note balance and accrued interest of $3,000 was assigned to Robert Paladino.                                                                                                                        |   |         | -        |   |         |   | 5,000 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         |     |   |         |   |   |   |
| Promissory note to Shelimar, dated July 8, 2013, in the amount of $40,000 and bearing interest at 8% and due the earlier of July 8, 2014 or upon the Company receiving $500,000 in funding from a lender.  During the year ended December 31, 2014, the note and accrued interest totalling $1,974 was converted into 104,935 shares of the Company's common stock.                                                                                                       |   |         | -        |   |         |   | 40,000 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         |     |   |         |   |   |   |
| Promissory note to Robert Paladino, a shareholder of the Company, dated June 27, 2014, in the amount of $32,000, which bears no interest and is due upon the Company receiving $500,000 in funding from a lender.                                                                                                                                                                                                                                                                   |   |         | 32,000   |   |         |   | - |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         |     |   |         |   |   |   |
| Convertible promissory note to John Wittler, a shareholder and former officer of the Company, dated December 31, 2014, in the amount of $48,000, which bears interest at 6% per annum, is due March 31, 2015, and is convertible into common stock of the Company at a 50% discount to the average closing bid price during the fourteen days preceeding the date of conversion. The note has been discounted by its beneficial conversion feature of $23,736 at December 31, 2014. |   |         | 24,264   |   |         |   | - |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         |     |   |         |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         |     |   |         |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         | 174,727  |   |         |   | 395,901 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         |     |   |         |   |   |   |
| Less current portion                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         | (174,727 | )      |         |   | (395,901 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |         |     |   |         |   |   |   |
| Line-of-credit and notes payable - related parties, net of current portion                                                                                                                                                                                                                                                                                                                                                                                                          |   | $            | -        |   |         | $      | - |   |

----

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | December 31, |    |   | December 31, |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|---------|--------|--------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | 2014         |    |   | 2013         |   |
| Convertible promissory note to David Sample dated April 27, 2012, in the amount of $50,000, bearing interest at 18% and was due on October 27, 2012. The note is in default and is accruing interest at a default rate of 24% since the date of default.  The note is convertible at the option of the lender into shares of the Company's common stock at a conversion rate of $0.10 per share.                                                                                                                                                                                                                                              |   | $            | 50,000  |   |         | $      | 50,000 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |         |    |   |         |   |   |   |
| Promissory note to Juan Carlos Sabillon Davila dated July 18, 2013, in the amount of $5,000, with a flat interest fee of $5,000 and is due the earlier of July 18, 2014 or upon the Company receiving $500,000 in funding from a lender.  During the year ended December 31, 2014, the note and accrued interest totalling $5,000 was converted into 37,500 shares of the Company's common stock, which remains issuable at December 31, 2014.                                                                                                                                                                                                |   |         | -       |   |         |   | 10,000 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |         |    |   |         |   |   |   |
| Convertible promissory note to Gerald Bender dated January 20, 2014, in the amount of $5,000, bearing interest at 12% and was due on January 20, 2015. The note was convertible at the option of the lender into shares of the Company's common stock at a conversion rate of $0.40 per share. 12,500 shares of the Company's common stock, valued at $3,125, were issued on September 30, 2014 as an inducement to make the loan, which was accounted for as a debt discount. During the year ended December 31, 2014, the note and accrued interest totalling $115 was converted into 12,787 shares of the Company's common stock.                    |   |         | -       |   |         |   | - |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |         |    |   |         |   |   |   |
| Convertible promissory note to Kim and John Rodell dated January 21, 2014, in the amount of $25,000, bearing interest at 12% and was due on January 21, 2015.  The note was convertible at the option of the lender into shares of the Company's common stock at a conversion rate of $0.40 per share. 62,500 shares of the Company's common stock, valued at $15,625, were issued on September 30, 2014 as an inducement to make the loan, which was accounted for as a debt discount. During the year ended December 31, 2014, the note and accrued interest totalling $575 was converted into 63,939 shares of the Company's common stock. |   |         | -       |   |         |   | - |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |         |    |   |         |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |         | 50,000  |   |         |   | 60,000 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |         |    |   |         |   |   |   |
| Less current portion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |         | (50,000 | )      |         |   | (60,000 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |         |    |   |         |   |   |   |
| Notes payable, net of current portion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | $            | -       |   |         | $      | - |   |

----

----

|                             |   |                                  |      |   |               |   |      |        |   |   | Weighted  |   |
|----------------------------------|--------|----------------------------------|-----------|--------|---------------|--------|-----------|--------|--------|--------|-----------|--------|
|                             |   | Common Stock Options Outstanding |      |   | average       |   |
|                             |   | Employees and                    |      |   |               |   |      |        |   |   | exercise  |   |
|                             |   | Directors                        |      |   | Non-employees |   |      | Total  |   |   | price     |   |
|                             |   |                                  |      |   |               |   |      |        |   |   |           |   |
| Outstanding at December 31, 2012 |   |                             | 1,766,037 |   |          |   | 1,305,000 |   |   |   | 3,071,037 |   |   | $ | 0.170 |   |
|                             |   |                             |      |   |          |   |      |   |   |   |      |   |   |   |   |   |
| Options granted                  |   |                             | –   |   |          |   | –   |   |   |   | –   |   |   |   | – |   |
|                             |   |                             |      |   |          |   |      |   |   |   |      |   |   |   |   |   |
| Options exercised                |   |                             | (240,000  | )      |          |   | –   |   |   |   | (240,000  | )      |   |   | 0.001 |   |
|                             |   |                             |      |   |          |   |      |   |   |   |      |   |   |   |   |   |
| Options cancelled or expired     |   |                             | –   |   |          |   | –   |   |   |   | –   |   |   |   | – |   |
|                             |   |                             |      |   |          |   |      |   |   |   |      |   |   |   |   |   |
| Outstanding at December 31, 2013 |   |                             | 1,526,037 |   |          |   | 1,305,000 |   |   |   | 2,831,037 |   |   |   | 0.186 |   |
|                             |   |                             |      |   |          |   |      |   |   |   |      |   |   |   |   |   |
| Options granted                  |   |                             | –   |   |          |   | –   |   |   |   | –   |   |   |   | – |   |
|                             |   |                             |      |   |          |   |      |   |   |   |      |   |   |   |   |   |
| Options exercised                |   |                             | (488,679  | )      |          |   | –   |   |   |   | (488,679  | )      |   |   | 0.002 |   |
|                             |   |                             |      |   |          |   |      |   |   |   |      |   |   |   |   |   |
| Options cancelled or expired     |   |                             | (330,000  | )      |          |   | –   |   |   |   | (330,000  | )      |   |   | 0.001 |   |
|                             |   |                             |      |   |          |   |      |   |   |   |      |   |   |   |   |   |
| Outstanding at December 31, 2014 |   |                             | 707,358   |   |          |   | 1,305,000 |   |   |   | 2,012,358 |   |   | $ | 0.260 |   |

|   |
|--------|

|                |   | Options outstanding |   | Options vested and exercisable                      |    |
|----------------|--------|---------------------|--------|-----------------------------------------------------|---------|
| Exercise price |   | Number outstanding  |   | Weighted average remaining contractual life (years) |    | Weighted average exercise price |   | Aggregate intrinsic value |   | Number vested |   | Weighted average exercise price |   | Aggregate intrinsic value |   |
|                |   |                     |   |                                                     |    |  |   |  |   |  |   |  |   |  |   |
| $              | 0.0001 |                |   |                                                | 330,000 |   |   |   | 8.09 |   |   | $ | 0.0001 |   |   | $ | 3,267 |   |   |   | 30,000 |   |   | $ | 0.0001 |   |   | $ | 297 |   |
| $              | 0.0053 |                |   |                                                | 377,358 |   |   |   | 4.21 |   |   | $ | 0.0053 |   |   |   | 1,774 |   |   |   | 377,358 |   |   | $ | 0.0053 |   |   |   | 1,774 |   |
|           |   |                |   |                                                | 707,358 |   |   |   |   |   |   | $ | 0.0029 |   |   | $ | 5,041 |   |   |   | 407,358 |   |   | $ | 0.0049 |   |   | $ | 2,071 |   |

|                |   | Options outstanding |   | Options vested and exercisable                      |      |
|----------------|--------|---------------------|--------|-----------------------------------------------------|-----------|
| Exercise price |   | Number outstanding  |   | Weighted average remaining contractual life (years) |      | Weighted average exercise price |   | Aggregate intrinsic value |   | Number vested |   | Weighted average exercise price |   | Aggregate intrinsic value |   |
|                |   |                     |   |                                                     |      |  |   |  |   |  |   |  |   |  |   |
| $              | 0.40   |                |   |                                                | 1,305,000 |   |   |   | 6.39 |   |   | $ | 0.40 |   |   | $ | – |   |   |   | 1,305,000 |   |   | $ | 0.40 |   |   | $ | – |   |

----

|                                              | Year Ended December 31, |
|---------------------------------------------------|-------------------------|
|                                              | 2014                    | 2013 |
|                                              |                    |   |
| Expected federal income tax at 34% statutory rate | -34.0%                  | -34.0% |
| State income taxes                                | -3.6%                   | -3.6% |
| Permanent differences                             | 0.0%                    | -0.5% |
| Change in valuation allowance                     | 37.6%                   | 38.1% |
|                                              | 0.0%                    | 0.0% |

|                                 |   | December 31, |     |
|--------------------------------------|--------|--------------|----------|
|                                 |   | 2014         |     |   | 2013 |   |
| Income tax expense at statutory rate |   | $            | 161,300  |   |   | $ | 199,400 |   |
| Change in valuation allowance        |   |         | (161,300 | ) |   |   | (199,400 | ) |
| Income tax expense per books         |   | $            | -        |   |   | $ | - |   |

|                              |   | December 31, |       |
|-----------------------------------|--------|--------------|------------|
|                              |   | 2014         |       |   | 2013 |   |
| Deferred income tax assets:       |   |
|                              |   |              |       |   |  |   |
| Net operating loss carry-forwards |   | $            | 1,640,100  |   |   | $ | 1,478,800 |   |
| Valuation allowance               |   |         | (1,640,100 | ) |   |   | (1,478,800 | ) |
| Net deferred income tax assets    |   | $            | -          |   |   | $ | - |   |

----

----

|   | • | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;                                                                                                                                                                                                              |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                                                                                                                                                                                                       |
|   | • | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
|   |    |                                                                                                                                                                                                                                                                                                                                                                       |
|   | • | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.                                                                                                                                                               |

----

----

|               |   |                                               |       |
|--------------------|--------|----------------------------------------------------|------------|
|               |   |                                               | Held       |
|               |   |                                               | Position   |
| Name               | Age    | Positions                                          | Since      |
| Donald Mack(1)     | 57     | Chief Executive and Financial Officer and Director | 12 /1/2012 |
| John Wittler(1)    | 56     |                                               | 1/2/2014   |
| Robert Paladino(2) | 57     | Director                                           | 12 /1/2012 |
| Yankel Rosenthal   | 46     | Director and Chairman                              | 7/1/2012   |
| George Palmer      | 67     | Secretary and Director                             | 7/1/2012   |

|  | (1) | John Wittler resigned as your Chief Financial Officer on September 30, 2014 and Donald Mack assumed the position as our Chief Financial Officer on an interim basis. |
|--|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (2) | Robert Paladino resigned as our Chief Revenue Officer on September 30, 2014. |
|--|-----|------------------------------------------------------------------------------|

----

|   | (a)    | any petition under the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent or similar officer by a court for the business or property of such person, or any partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (b)    | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (c)    | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (d)    | being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i) above, or to be associated with persons engaged in any such activity;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (e)    | being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission to have violated a federal or state securities or commodities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been reversed, suspended, or vacated;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (f)    | being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (g)    | being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (h)    | being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

----

|   | (a)    | all individuals serving as our principal executive officer during the year ended December 31, 2014;                                                                                         |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                        |
|   | (b)    | each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended December 31, 2014; and                                       |
|   |   |                                                                                                                                                                                        |
|   | (c)    | up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at December 31, 2014, |

----

|                        |         |   |        |   |   |        |   |   |            |   |   |            |   |   |                |    |   | Nonqualified |   |   |              |   |   |        |   |
|-----------------------------|--------------|--------|--------|--------|--------|--------|--------|--------|------------|--------|--------|------------|--------|--------|----------------|---------|--------|--------------|--------|--------|--------------|--------|--------|--------|--------|
|                        |         |   |        |   |   |        |   |   |            |   |   |            |   |   | Nonequity      |    |   | Deferred     |   |   |              |   |   |        |   |
|                        |         |   |        |   |   |        |   |   | Stock      |   |   | Option     |   |   | Incentive Plan |    |   | Compensation |   |   | All Other    |   |   |        |   |
| Name and Principal Position | Year         |   | Salary |   |   | Bonus  |   |   | Awards (1) |   |   | Awards (1) |   |   | Compensation   |    |   | Earnings     |   |   | Compensation |   |   | Total  |   |
|                        |    |   | $      |   |   |   | $      |   |       |   | $      |       |   |   | $              |    |   |         | $      |   |         |   | $      |   |   |   | $ |   |   |   | $ |   |   |
|                        |         |   |   |   |   |   |   |   |       |   |   |       |   |   |           |    |   |         |   |   |         |   |   |   |   |   |   |   |   |   |   |   |   |
| Donald Mack (2)        | 2014         |   |   | 42,000 |   |   |   | -      |       |   |   | -          |   |   |           | -       |   |         |   | -      |         |   |   | -      |   |   |   | - |   |   |   | 42,000 |   |
| Chief Executive Officer     | 2013         |   |   | 84,000 |   |   |   | -      |       |   |   | -          |   |   |           | -       |   |         |   | -      |         |   |   | -      |   |   |   | - |   |   |   | 84,000 |   |
|                        |         |   |   |   |   |   |   |   |       |   |   |       |   |   |           |    |   |         |   |   |         |   |   |   |   |   |   |   |   |   |   |   |   |
| John Wittler (3)            | 2014         |   |   | 48,000 |   |   |   | -      |       |   |   | -          |   |   |           | 178,750 |   |         |   | -      |         |   |   | -      |   |   |   | - |   |   |   | 226,750 |   |
| Chief Financial Officer     | 2013         |   |   | -      |   |   |   | -      |       |   |   | -          |   |   |           | -       |   |         |   | -      |         |   |   | -      |   |   |   | - |   |   |   | - |   |
|                        |         |   |   |   |   |   |   |   |       |   |   |       |   |   |           |    |   |         |   |   |         |   |   |   |   |   |   |   |   |   |   |   |   |
| Robert Paladino (4)         | 2014         |   |   | 42,000 |   |   |   | -      |       |   |   | -          |   |   |           | -       |   |         |   | -      |         |   |   | -      |   |   |   | - |   |   |   | 42,000 |   |
| Chief Revenue Officer       | 2013         |   |   | 84,000 |   |   |   | -      |       |   |   | -          |   |   |           | -       |   |         |   | -      |         |   |   | -      |   |   |   | - |   |   |   | 84,000 |   |
|                        |         |   |   |   |   |   |   |   |       |   |   |       |   |   |           |    |   |         |   |   |         |   |   |   |   |   |   |   |   |   |   |   |   |
| Kerry Roberts (5)           | 2014         |   |   | -      |   |   |   | -      |       |   |   | -          |   |   |           | -       |   |         |   | -      |         |   |   | -      |   |   |   | - |   |   |   | - |   |
| Chief Financial Officer     | 2013         |   |   | 1,250  |   |   |   | -      |       |   |   | -          |   |   |           | -       |   |         |   | -      |         |   |   | -      |   |   |   | - |   |   |   | 1,250 |   |
|                        |         |   |   |   |   |   |   |   |       |   |   |       |   |   |           |    |   |         |   |   |         |   |   |   |   |   |   |   |   |   |   |   |   |
| Donald Slater (6)           | 2014         |   |   | -      |   |   |   | -      |       |   |   | -          |   |   |           | -       |   |         |   | -      |         |   |   | -      |   |   |   | - |   |   |   | - |   |
| Chief Operating Officer     | 2013         |   |   | -      |   |   |   | -      |       |   |   | -          |   |   |           | -       |   |         |   | -      |         |   |   | -      |   |   |   | - |   |   |   | - |   |

|  | (2) | In 2012, Mr. Mack received 600,000 options to purchase Common Stock which vest monthly over a 5 year period and are exercisable for 7 years from the date of vesting |
|--|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (3) | Mr. Wittler was appointed as Chief Financial Officer on January 2, 2014.  He received 100,000 shares of Common Stock on the date of appointment and will receive 15,000 shares of Common Stock each month that he serves as Chief Financial Officer |
|--|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (4) | In 2012, Mr. Paladino received 600,000 options to purchase Common Stock which vest monthly over a 5 year period and are exercisable for 7 years from the date of vesting. |
|--|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (5) | Mr. Roberts resigned as Chief Financial Officer effective December 31, 2013. |
|--|-----|------------------------------------------------------------------------------|

|  | (6) | Mr. Slater resigned as Chief Operating Officer effective January 20, 2014. |
|--|-----|----------------------------------------------------------------------------|

----

|        | Option Awards                                                                        | Stock Awards                                                                                                                    |
|-------------|--------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------|
|        |                                                                                 |                                                                                                                            |   |   |   |   |   |           | Equity |
|        |                                                                                 |                                                                                                                            |   |   |   |   |   |           | Incentive |
|        |                                                                                 |                                                                                                                            |   |   |   |   |          | Equity | Plan Awards: |
|        |                                                                                 |                                                                                                                            |   |   |   |   |          | Incentive | market |
|        |                                                                                 |                                                                                                                  | Equity |   |   |   |      | Plan Awards: | or payout |
|        |                                                                                 |                                                                                                                  | Incentive |   |   |   |      | Number of | value of |
|        |                                                                                 |                                                                                                                            |    Plan |   |   |     | Market | unearned | unearned |
|        |                                                                                 |                                                                                                                  | Awards: |   |    | Number of | value of | shares, | shares, |
|        | Number of                                                                            | Number of                                                                                                                       | number of |   |    | shares | shares | units or | units or |
|        | shares                                                                               | shares                                                                                                                          | shares |   |    | or units | or units | other | other |
|        | underlying                                                                           | underlying                                                                                                                      | underlying |   |    | of stock | of stock | rights | rights |
|        | unexercised                                                                          | unexercised                                                                                                                     | unexercised | Option | Option | that | that | that | that |
|        | options                                                                              | options                                                                                                                         | unearned | exercise | expiration | have not | have not | have not | have not |
| Name        | exercisable                                                                          | unexercisable                                                                                                                   | options | price | date | vested | vested | vested | vested |
|        |                                                                                 |                                                                                                                            |      |   |   | $   |   | $  | $ |
| Donald Mack |              30,000 |            300,000                                                       |  - | 0.0001 |               (1) |  - |  - |  - |  - |
| Donald Mack |            188,679            |                      - |  - | 0.0053 | 3/15/2019 |   |   |   |      |

----

|                                  |           | Amount and                                                                                        |       |
|---------------------------------------|----------------|---------------------------------------------------------------------------------------------------|------------|
|                                  |           | Nature of                                                                                         |       |
|                                  | Title of Stock | Beneficial                                                                                        | Percent of |
| Name of Beneficial Owner (3)          | Class          | Ownership (1)                                                                                     | Class (2)  |
| Donald Mack (4) (5) (6)               | Common Stock   |             1,138,851                 | 6.2%       |
| John Wittler                          | Common Stock   |                160,000 | 0.9%       |
| Robert Paladino (5) (6)               | Common Stock   |             2,689,020                 | 14.6%      |
| Yankel Rosenthal (5) (7)              | Common Stock   |             6,296,685                 | 34.2%      |
| George Gamble (5)                     | Common Stock   |                820,980 | 4.6%       |
| All Directors and Officers as a Group | Common Stock   |           10,284,556                            | 55.9%      |

----

----

|                        |   | Year EndedDecember 31,2014 |   |   | Year EndedDecember 31,2013 |   |
|-----------------------------|--------|----------------------------|--------|--------|----------------------------|--------|
| Audit Fees (1)         |   | $                          | 10,500 |   |                       | $      | 7,500 |   |
| Audit Related Fees (2) |   | $                          | 0      |   |                       | $      | 0 |   |
| Tax Fees (3)           |   | $                          | 0      |   |                       | $      | 0 |   |
| All Other Fees (4)     |   | $                          | 0      |   |                       | $      | 0 |   |
| Total                       |   | $                          | 10,500 |   |                       | $      | 7,500 |   |

----

| (a)    | Financial Statements |
|--------|----------------------|
|   |                 |   |
|   | (1)                  | Financial statements for our company are listed in the index under Item 8 of this document |
|   |                 |   |
|   | (2)                  | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. |
|   |                 |   |
| (b)    | Exhibits             |
| Exhibit No.   |   | Description                                                                                                                                                                |
|---------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1*         |   | Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002       |
| 32.1*         |   | Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.ins  |   | Instance Document†                                                                                                                                              |
| 101.sch  |   | XBRL Taxonomy Schema Document†                                                                                                                                  |
| 101.cal  |   | XBRL Taxonomy Calculation Linkbase Document†                                                                                                                    |
| 101.def  |   | XBRL Taxonomy Definition Linkbase Document†                                                                                                                     |
| 101.lab  |   | XBRL Taxonomy Label Linkbase Document†                                                                                                                          |
| 101.pre  |   | XBRL Taxonomy Presentation Linkbase Document†                                                                                                                   |

----

| NO.  | DESCRIPTION                                                                                        | FILED WITH | DATE FILED        |
|------|----------------------------------------------------------------------------------------------------|------------|-------------------|
| 3    | Articles of Incorporation                                                                          | Form S-1   | August 27, 2013   |
| 3.1  | Amendment to Articles of Incorporation                                                             | Form S-1/A | November 12, 2013 |
| 3.2  | Bylaws                                                                                             | Form S-1/A | November 12, 2013 |
| 5.1  | Opinion of counsel                                                                                 | Form S-1   | August 27, 2013   |
| 10.1 | Employment Agreement between the registrant and Donald Mack, signed July 1, 2012                   | Form S-1/A | November 12, 2013 |
| 10.2 | Employment Agreement between the registrant and Robert Paladino, signed July 1, 2012               | Form S-1/A | November 12, 2013 |
| 10.3 | Stock Option Agreement between the registrant and George Palmer, signed March 15, 2012             | Form S-1/A | November 12, 2013 |
| 10.4 | Stock Option Agreement between the registrant and Donald Mack, signed March 15, 2012               | Form S-1/A | November 12, 2013 |
| 10.5 | Consulting Agreement between the registrant and Wittler International Inc., signed January 2, 2014 | Form 8-K   | January 15, 2014  |
| 99.1 | Employment Agreement between the registrant and Robert Paladino, signed July 1, 2012               | Form S-1   | August 27, 2013   |
| 99.2 | Employment Agreement between the registrant and Donald Mack, signed July 1, 2012                   | Form S-1   | August 27, 2013   |

----

|                  |   |          |   |           |
|-----------------------|--------|---------------|--------|----------------|
| /s/Donald G. Mack     |   | CEO/ Director |   | April 14, 2015 |
|                  |   |          |   |           |
|                  |   |          |   |           |
| /s/John S. Wittler    |   | CFO           |   | April 14, 2015 |
|                  |   |          |   |           |
|                  |   |          |   |           |
| /s/Yankel Rosenthal   |   | Director      |   | April 14, 2015 |
|                  |   |          |   |           |
|                  |   |          |   |           |
| /s/Robert A. Paladino |   | Director      |   | April 14, 2015 |
|                  |   |          |   |           |
|             |   |     |   |           |
|------------------|--------|----------|--------|----------------|
| /s/George Gamble |   | Director |   | April 14, 2015 |
|             |   |     |   |           |
|             |   |     |   |           |