For the

Three Months Ended

June 30,

For the

Six Months Ended

June 30,

2013

2012

2013

2012

Revenue

$

---

$

10,800

$

---

$

20,223

Direct costs

---

---

---

---

Gross profit

---

10,800

---

20,223

Expenses:

General and administrative

56,247

51,570

122,882

118,193

Depreciation & amortization

1,875

949

3,021

2,019

Stock compensation

21,000

20,625

36,210

41,250

Operating Loss

(79,122)

(62,344)

(162,113)

(141,239)

Other income & (expense)

Change in derivative

48,464

(19,049)

55,452

4,538

Beneficial conversion

---

---

---

(15,000)

Settlement of debts

---

798

---

12,756

Interest expense

(128,405)

(90,070)

(136,138)

(95,868)

Net income (loss) from continued operations

$

(255,991)

$

(170,655)

$

(242,799)

$

(234,813)

Gain (loss) on disposal of assets (net of tax)

586,268

---

(522,409)

---

Net Income (Loss)

$

330,277

$

(170,665)

$

765,208

$

(234,813)

Continued Operations earnings per share

$

( 0.00)

$

( 0.00)

$

( 0.00)

$

( 0.00)

Discontinued Operations earnings per share

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

Weighted average shares outstanding

1,910,680,690

623,730,502

1,612,228,439

588,289,021

See notes to financial statements.