During the fiscal year ended December 31, 2012, the Company issued shares of

common stock as follows: (i) 8,000,000 for accounts payable reduction; (ii) 4,060,320

for debt conversion; (iii) 5,500,000 for services rendered as follows: 1,000,000 shares

to Wendy Borow-Johnson for services as a director, 2,000,000 shares to Jimmy R.

White for administrative services, 500,000 shares to Jeffrey B Aaronson for

administrative services, and 2,000,000 shares to William Benjamin Clark for

administrative services; (iv) 8,020,000 for debt financing fees, (iv) 353,531,236 for

conversion of a convertible promissory note in favor of an officer of the Company,

and (v) 48,000,000 for conversion of a convertible promissory note in favor of an

officer of the Company. Subsequent to March 31, 2013, the Company issued an

aggregate of 400,800,000 shares of common stock in exchange for cancellation of

debt. The Company is not now nor has it ever been a shell corporation