Kenergy Scientific, Inc. - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - Kenergy Scientific, Inc.	Financial_Report.xls
EX-10.3 - SECURITIES TRANSFER AGREEMENT - Kenergy Scientific, Inc.	ex103.htm
EX-10.4 - PROMISSORY NOTE - Kenergy Scientific, Inc.	ex104.htm
EX-10.6 - SEPTEMBER 28, 2012 - Kenergy Scientific, Inc.	ex106.htm
EX-10.1 - PROMISSORY NOTE - Kenergy Scientific, Inc.	ex101.htm
EX-10.2 - PROMISSORY NOTE - Kenergy Scientific, Inc.	ex102.htm
EX-10.5 - SEPTEMBER 28, 2012 - Kenergy Scientific, Inc.	ex105.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 10-Q

_________________

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

For the quarterly period ended: September 30, 2012

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

For the transition period from: ______ to ______

_________________

KENERGY SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

_________________

New Jersey	333-120507	20-1862816
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation or Organization)	File Number)	Identification No.)

6 Minneakoning Road, Flemington, New Jersey 08822
(Address of Principal Executive Offices) (Zip Code)

(908) 788-0077
(Registrant’s telephone number, including area code)

N/A
(Former name or former address and former fiscal year, if changed since last report)

_________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of the issuer's common stock, as of the latest practical date: 75,000 shares outstanding of Preferred Stock, $1.00 par value, 436,079,063 shares outstanding of Class A Common Stock, no par value and 10,000 shares outstanding of Class B Common Stock, par value $.01 per share, as of December 5, 2012.

KENERGY SCIENTIFIC, INC.

TABLE OF CONTENTS

Part I – Financial Information

Item 1.	Condensed Financial Statements:

	Condensed Balance Sheets – September 30, 2012 (Unaudited) and December 31, 2011 (Unaudited)	1
	Condensed Statements of Operations – Nine months and three months ended September 30, 2012 and 2011 (Unaudited)	2
	Condensed Statements of Cash Flows - Nine months ended September 30, 2012 and 2011 (Unaudited)	3
	Notes to Condensed Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Position and Results of Operations	19
Item 4.	Controls and Procedures	21
Part II – Other Information

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	21
Item 3.	Defaults Upon Senior Securities.	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
	Signatures	34

Part 1. Financial Statements

Item 1 - Financial Statements

KENERGY SCIENTIFIC, INC.
CONDENSED BALANCE SHEETS

		September 30,			December 31,
ASSETS		2012			2011
		(Unaudited)			(Unaudited)
Current assets:
Cash and cash equivalents	$	1,527		$	6,960
Accounts receivable, net of allowance for doubtful accounts of $2,862		333			477
Inventory		86,626			93,803
Prepaid and other current assets		7,310			6,965
Total current assets		95,796			108,205
Property and equipment, net		10,681			11,614
Other assets, security deposits		21,375			21,375
Intangible assets, net		162,945			183,016

Total assets	$	290,797		$	324,210

LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	856,339		$	639,522
Due to related parties		186,474			174,307
Promissory note due to related parties		75,000			125,000
Promissory note due		190,000			140,000
Convertible promissory note, net of unamortized debt discount of $6,829 and $18,824, respectively		73,107			61,112
Convertible debentures, net of unamortized debt discount of $40,021 and $45,098, respectively		1,284,552			1,196,025
Derivative liabilities		1,848,106			2,270,858
Total current liabilities		4,513,578			4,606,824

Stockholders' deficit:
Preferred stock, $1.00 par value; authorized 1,000,000 shares; 75,000 shares issued and outstanding		75,000			—
Common stock:
Class A – no par value; authorized 625,000,000 shares; 239,611,631 and 12,418,388 shares issued and outstanding, respectively (see note 11)		11,055,246			4,635,140
Class B - $.01 par value; authorized 50,000,000 Shares; 10,000 shares issued and outstanding		100			100
Class C - $.01 par value; authorized 20,000,000 Shares; no shares issued and outstanding		—			—
Additional paid-in capital		1,918,699			1,913,613
Accumulated deficit		(17,271,826	)		(10,831,467	)
Total stockholders' deficit		(4,222,781	)		(4,282,614	)

Total liabilities and stockholders' deficit	$	290,797		$	324,210

See accompanying notes to condensed financial statements

KENERGY SCIENTIFIC, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
	Nine months ended						Three months ended
	September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011

Net sales	$	32,916		$	4,060		$	8,725		$	247
Cost of sales		17,207			3,055			4,669			58

Gross margin (loss)		15,709			1,005			4,056			189

Operating expenses:
General and administrative expenses		467,547			269,199			190,468			90,994
Depreciation and amortization		23,474			21,735			7,904			7,414

Total operating expenses		491,021			290,934			198,372			98,408

Loss from operations		(475,312	)		(289,929	)		(194,316	)		(98,219	)

Other income (expense):
Interest expense		(6,374,347	)		(155,658	)		(95,232	)		(21,951	)
Amortization of debt discount		(190,622	)		(322,368	)		(100,393	)		(64,444	)
Gain (loss) on valuation of derivatives		596,302			1,483,407			3,806,444			(45,859	)
Other income		3,620			—			—			—

Total other income (expense)		(5,965,047	)		1,005,381			3,610,819			(132,254	)

Income (loss) from operations before Income taxes		(6,440,359	)		715,452			3,416,503			(230,473	)

Provision for income taxes		—			—		—		—

Net income (loss) attributable to common Shares	$	(6,440,359	)	$	715,452	$	3,416,503	$	(230,473	)

Basic income (loss) per common share	$	(0.05	)	$	0.06	$	0.01	$	(0.02	)
Diluted income (loss) per common share	$	(0.05	)	$	0.03	$	0.01	$	(0.02	)

Weighted average shares outstanding -
Basic (see note 5)		143,106,635			12,403,578		230,662,356		12,418,388
Diluted (see note 5)		143,106,635			25,000,000		625,000,000		12,418,388

See accompanying notes to condensed financial statements

KENERGY SCIENTIFIC, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months Ended
	September 30,2012			September 30,2011
Cash flows from operating activities:
Net income (loss)	$	(6,440,359	)	$	715,452
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization of intangibles and depreciation expense		23,474			21,735
(Gain) loss on valuation of derivative		(596,302	)		(1,483,407	)
Amortization of debt discount		190,622			322,368
Beneficial interest on conversion of debt		6,299,183			97,036
Stock issued for compensation		75,000			—
Changes in assets and liabilities:
Decrease in accounts receivable		144			—
Decrease (increase) in inventories		7,177			(62,238	)
Decrease (increase) in prepaid expenses		(345	)		(6,764	)
Increase in accounts payable and accrued Liabilities		247,953			57,874
Increase in amounts due to related parties		92,990			2,000
Net cash (used in) operating activities		(100,463	)		(335,944	)

Cash flows from investing activities:
Purchase of office equipment		—			(12,858	)
Security deposit on GreenSmart store		—			(21,375	)
Purchase of intangible assets		(2,470	)		(5,000	)
Net cash (used in) investing activities		(2,470	)		(39,233	)

Cash flows from financing activities:
Issuance of promissory notes		97,500			227,500
Net cash provided by financing activities		97,500			227,500

Net (decrease) in cash and cash equivalents		(5,433	)		(147,677	)

Cash and cash equivalents at beginning of period		6,960			190,322

Cash and cash equivalents at end of period	$	1,527		$	42,645

SUPPLEMENTAL CASH FLOW INFORMATION:
Taxes paid	$	—		$	—
Interest paid	$	—		$	—

See accompanying notes to condensed financial statement

KENERGY SCIENTIFIC, INC.

CONDENSED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

Supplemental Schedule of Non-Cash Financing Activities:

For the nine months ended September 30, 2012:

The Company issued an aggregate of 8,935,743 shares of Class A common stock for repayment of convertible debenture in lieu of cash, valued at $60,382. The difference in the market value and the reduction in debt of $19,500 was charged to beneficial interest in the amount of $40,882.

Concurrent with the issuance of the wrap around agreement to ATG, Inc. and the cancelation of the wrap around agreement with EPIC Worldwide, Inc., the Company reclassified $26,050 of accrued interest into convertible debt.

The Company issued an aggregate of 11,200,000 shares of Class A common stock for repayment of convertible debenture in lieu of cash, valued at $248,000. The difference in the market value and the reduction in debt of $5,600 was charged to beneficial interest in the amount of $242,400.

The Company issued 202,057,500 shares of Class A common stock to Mr. Glynn as repayment of $80,823 of deferred compensation that Mr. Glynn earned in 2009 and 2010. These shares contain a restrictive legend which will limit Mr. Glynn’s ability to liquidate these into the open market.

The Company issued 5,000,000 shares of Class A common stock for repayment of convertible debenture in lieu of cash, valued at $50,000. The difference in the market value and the reduction in debt of $15,000 was charged to beneficial interest in the amount of $35,000.

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

For the nine months ended September 30, 2011:

The Company issued 577,597 (462,077,400 pre-reverse split) shares of Class A common stock for repayment of convertible debenture in lieu of cash, valued at $143,244. The difference in the market value and the reduction in debt of $46,208 was charged to beneficial interest in the amount of $97,036.

see accompanying notes to condensed financial statements

Note

1 Background

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

On August 4, 2005, the Company received notice from the SEC that the registration statement to effectuate the spin-off of the SpeechSwitch from iVoice was declared effective and the Company immediately embarked on the process to spin off the SpeechSwitch from iVoice.

On August 5, 2005, the spin-off transaction was accomplished, by the assignment, contribution and conveyance of certain intellectual property, representing the software codes of speech recognition, and certain accrued liabilities and related party debt into SpeechSwitch (the "Spin-off"). The Class A Common Stock shares of the Company were distributed to iVoice shareholders in the form of a taxable special dividend distribution.

In June 2009 Kenneth P. Glynn acquired debt owed by SpeechSwitch, Inc. to third party creditors and the company moved its headquarters from Matawan, NJ to Flemington, NJ.

In September 2009, Kenneth P. Glynn established the Kenergy Scientific Group to seek new products to be sold under the Kenergy Scientific brand. The Group acquired a small inventory of solar rechargeable lanterns for testing and eventual sales.

In 2010, the Company launched several products on its website www.greensmartstore.com and is pursuing the opening of its first company–owned GreenSmart Store. The Company may seek to expand its operations through additional sales and marketing activity and the acquisition of additional businesses.

On February 3, 2011, the Company changed its name to Kenergy Scientific, Inc.

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

Note

2 Business Operations

In June 2009, we entered into fields of development of various products relating to solar power generating systems; portable solar powered products, such as cell phone and PDA rechargers that are solar rechargeable; solar rechargeable lantern/flashlight devices; solar backpack rechargers; solar power audio devices, such as radios; wind power generating systems; and, creative products based on proprietary positions, especially in the area of healthcare. We may seek to expand our operations through additional sales and marketing activity and the acquisition of additional businesses. Any potential acquired additional businesses may be outside the current field of our operations. We may not be able to identify, successfully integrate or profitably manage any such business or operations. Currently, we have no plans, proposal or arrangements, either orally or in writing, regarding any proposed acquisitions and is not considering any potential acquisitions.

Products and Services

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

(a)

On June 18, 2009, the Company acquired rights and ownership from GlynnTech, Inc. of technology and pending patent applications relating to cancer treatment drug delivery systems, and the technology transfer into the Company included a prototype, numerous variations on designs, CAD drawings, pending patent applications, risk analysis studies, development history and presentation documents. The sale was “at cost” of GlynnTech, Inc. in the amount of $182,600.00. The Agreement called for the aggregate purchase price to be in various denominations of one-year notes. The business objective was to transfer a potentially significant profit opportunity from GlynnTech, Inc. to Kenergy Scientific, Inc. Three presentations had previously been made to pharmaceutical industry candidates and feedback indicated a high level of interest in potential purchase of this technology following FDA approval of this product.

(b)

In the solar rechargeable products sector, candidates for future sales currently include an iPhone/iPod recharger; a solar powered recharger for the cell phones and PDA’s; a backpack solar recharger with chips for attachment to a backpack, a tent, an outdoor line, etc. with a storage pocket and an array of interchangeable connectors for diverse electronic devices; a solar powered lantern/flashlight; a solar powered radio/flashlight; a solar powered laptop recharger, and other devices. Product launches on a majority of these items were in the third quarter of 2010. Initial product launches involved Internet sales, with a roll-out to our retail outlet in November 2011.

(c)

In solar power energy production systems, the Company is reviewing numerous models of solar photovoltaic panels and converters, as well as unique aftermarket opportunities. The Company intends to partner with installers and market home, office and commercial solar panels through various media.

(d)

In the wind power energy production systems, third party companies will review various microturbine products to license and sell.

Distribution

Within the first two years under new management, the Company created a viable website and contracted with major retailers and multimedia advertising for the solar powered rechargers and other products. In addition, the Company opened one retail store, as well as offering additional products made from recycled materials and/or biodegradable materials in the marketplace.

Product Development

We currently have significant long term plans to engage in future research and development, to create valuable intellectual property rights and/or to launch new products. The Company will acquire third party patent rights, develop its own patent rights and evolve both new product and intellectual property transfer (sale or license) opportunities.

Business Development

Business development objectives at the Company will be to focus on the primary functions as listed below:

Continuously develop product ideas, manufacturing and supply alliances;

Expand sales opportunities through diverse resources;

Develop retail outlets;

Evolve franchising opportunities using company retail outlets as a base;

Create a continuous flow of ideas and inventions to develop patent and/or new product opportunity

Strategic Alliances

Kenergy Scientific’s business development efforts will seek to engage and secure strategic alliances with alternative energy related businesses and professional organizations in order to develop marketing programs that will expand market share for our products and develop brand recognition by entering into strategic alliances with companies that offer these products and/or services, the Company will accelerate its entry into various markets, while eliminating or reducing various training, learning curve, employee and overhead costs.

Sales and Marketing

The Company had nominal sales during the years 2011 and 2010. Sales have been slow due to research and development, product selections, product testing and other launch preparation. Sales through the third quarters of 2011 were through our website and additional opportunities are being developed, through third party retail and internet sites and through third party distributors. In November 2011, the Company opened its first company-owned GreenSmart retail store and we expect to expand our store plans to include other Company owned stores.

Intellectual Property Rights

The Company has completed the acquisition of the patented rights for the cancer treatment patent awarded by the United States Patent and Trademark Office. No foreign counterparts have been filed at this time.

Also, the company now has numerous patent applications and some issued patents in the fields of microturbine, wind power generators, third generation solar power generators, solar desalination, solar-wind hybrid power generators, biodegradable bandages and other energy and healthcare related inventions.

Employees

Kenneth P. Glynn was elected to the positions of President, Secretary and Chairman of the Board on June 16, 2009. On July 1, 2009, and subsequently renewed on July 1, 2010 and July 1, 2011, the Company entered into one (1) year employment agreement with Mr. Glynn to serve as President and Chief Executive of the Company at an annual base salary of $96,000 each year. On July 1, 2012, the Company renewed Mr. Glynn’s employment agreement for an additional one (1) year at an annual base salary of $144,000 for the year. It is the present intention of Mr. Glynn to defer a portion of his salary payment for at least the next 6 months.

As of September 30, 2012, we had one employee, Kenneth P. Glynn. All other participants in Company activities are through purchased support services and independent contractors.

Properties

We do not own any real property. We rent office space from GlynnTech, Inc. located at 6 Minneakoning Road, Flemington, New Jersey. We also rent 2,375 square feet of retail sales space from Flemington Mall, LLC for our GreenSmart retail store. We intend to continue renting such spaces and anticipate no relocation of our offices or store front in the foreseeable future. We are unaware of any environmental problems in connection with these locations, and, because of the nature of our activities, do not anticipate such problems.

Kenergy Scientific’s Management

Kenneth P. Glynn was elected to the positions of President, Secretary and Chairman of the board on June 16, 2009.

Note

3 Going Concern

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

For the nine months ended September 30, 2012, the Company had a negative cash flow from operations, negative working capital and a loss from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern. Therefore, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn, is dependent upon the Company's ability to raise capital and/or generate positive cash flow from operations.

Management plans on developing new products and increasing their sales to new customers, to achieve profitability and to generate a positive cash flow. However, these plans are dependent upon obtaining additional capital. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Note

4 Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed unaudited interim financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company's annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the December 31, 2011 unaudited financial statements and the accompanying notes thereto. The financial statements that were reported in the Company’s Form 10-K for the fiscal year ended December 31, 2011 do not contain audited financial statements audited by an independent registered public accounting firm. While management believes the procedures followed in preparing these condensed financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year. These results are not necessarily indicative of the results to be expected for the full year.

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company currently derives its revenues from the sales of portable solar powered products, solar rechargeable lantern/flashlight devices, solar backpack rechargers and clothing made from recycled products. Our products are sold directly to consumers through our own website or by direct sales. Payment is made for the products prior to delivery.

Product Warranties

The Company warrants the product from defects for 30 days from delivery to the customer. The Company estimates its warranty costs based on historical warranty claims experience in estimating potential warranty claims. Due to the limited sales of the Company's products, management has determined that warranty costs are immaterial and has not included an accrual for potential warranty claims. Presently, costs related to warranty coverage are expensed as incurred. Warranty claims are reviewed quarterly to verify that warranty liabilities properly reflect any remaining obligation based on the anticipated expenditures over the balance of the obligation period.

Research and Development Costs

Research and development costs are charged to expense as incurred.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. There were no cash equivalents at September 30, 2012 and December 31, 2011.

Intangible Assets

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

As defined in ASC 360-10-35, “Impairment or Disposal of Long-Lived Assets”, long-lived assets and certain identifiable intangibles to be held and used or disposed of by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted this statement and determined that no additional impairment loss should be recognized for applicable assets at this time.

Income Taxes

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

Derivative Liabilities

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

Fair Value of Instruments

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

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash. As of September 30, 2012 and December 31, 2011, the Company believes it has no significant risk related to its concentration within its accounts receivable.

The Company maintains cash and cash equivalent balances at a financial institution that is insured by the Federal Deposit Insurance Corporation up to $250,000. There were no uninsured cash balances at September 30, 2012 and December 31, 2011.

Note

5 Income (Loss) Per Share

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

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

	Nine months Ended
	September 30, 2012			September 30, 2011
Basic net income (loss) per share computation:
Net income (loss) attributable to common stockholders	$	(6,440,359	)	$	715,452
Weighted-average common shares outstanding (see below)		143,106,635			12,403,578
Basic net income (loss) per share attributable to common stockholders (see below)	$	(0.05	)	$	0.06

Diluted net income (loss) per share computation
Net income (loss) attributable to common stockholders	$	(6,440,359	)	$	715,452
Weighted-average common shares outstanding (see below)		143,106,635			12,403,578
Incremental shares attributable to the assumed conversion of Convertible debenture and convertible promissory note		—			12,596,422
Total adjusted weighted-average shares		143,106,635			25,000,000
Diluted net income (loss) per share attributable to common stockholders (see below)	$	(0.05	)	$	0.03

At September 30, 2012, the Company had common stock equivalents of 1,625,949,715. At September 30, 2011, the Company had common stock equivalents of 66,046,349, but when added to the common stock outstanding, they are in excess of the authorized capital, so the maximum authorized shares of 25,000,000 are shown for diluted earnings per common share calculations.

Note

6 Intangible Assets

At September 30, 2012 and December 31, 2011, intangible assets consist of the following:

	2012			2011
Speech-enabled auto dialer		17,025.00			17,025.00
Cancer drug delivery system		182,600.00			182,600.00
“Green” trademark applications		2,145.00			2,045.00
Kenergy patent portfolio		54,870.00			52,500.00
Smart Bell		5,000.00			5,000.00
Less: accumulated amortization		(98,695.00	)		(76,154.00)

Intangible assets, net		162,945.00			183,016.00

Note

7 Income Taxes

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

At September 30, 2012 and December 31, 2011 deferred tax assets consist of the following:

	September 30,2012			December 31, 2011
Deferred tax assets		926,000			766,000
Less: Valuation Allowance		(926,000	)		(766,000	)
Net deferred tax assets		0			0

At September 30, 2012 and December 31, 2011, the Company had federal net operating loss carry forwards in the approximate amounts of $2,724,000 and $2,254,000, respectively, available to offset future taxable income. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

Note

8 Related Party Transactions

On June 1, 2009 and June 2, 2009, the Company issued two (2) one-year promissory notes in the aggregate of $37,000 to GlynnTech, Inc, for GlynnTech to assume a like amount of current obligations that the Company was unable to pay from current operations. The debt was due on or before the 1^st anniversary and was interest free.

On June 18, 2009, the Company acquired the patent rights and technology relating to cancer drug delivery systems developed by GlynnTech, Inc. by the issuance of three (3) $100,000 one-year promissory notes. The promissory notes were due on or before the 1^stanniversary of the notes and were interest free.

On December 28, 2009, the Company completed the transfer of the patent rights and technology relating to cancer drug delivery systems developed by GlynnTech, Inc. by the issuance of three (3) one-year promissory notes for the aggregate amount of $125,000. The promissory notes are due on or before the 1^st anniversary of the notes and are interest free.

On June 8, 2010 and June 22, 2010, the Company executed two wrap-around agreements, in an aggregate of $337,000, to assign amounts due under these one-year promissory notes to EPIC Worldwide, Inc. The Company was in default on the original notes and this allowed the Company to extend the payment terms for an additional year while the Company attains alternate financing.

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

On June 17, 2009, Kenneth P. Glynn, President and CEO of the Company, acquired debt owed by the Company to third party creditors as follows:

(1)	Promissory Note due to Jerome Mahoney dated August 5, 2005 having a balance on June 17, 2009 of $71,756 and accrued interest of $98,379;

(2)	Deferred Compensation due to Jerome Mahoney as of June 17, 2009 equal to $319,910;

(3)	Convertible promissory note to iVoice, Inc. dated March 5, 2008 having a balance on June 17, 2009, $79,936 and accrued interest of $4,344; and

(4)	Loan from iVoice Technology, Inc. to SpeechSwitch, Inc. in the amount of $3,600.

The outstanding promissory note, referred to above, will bear interest at the rate of Prime plus 1.0% per annum on the unpaid balance until paid. Under the terms of the Promissory Note, at the option of the Promissory Note holder, principal and interest can be converted into either (i) one share of SpeechSwitch Class B Common Stock, par value $.01 per share, for each dollar owed, (ii) the number of shares of SpeechSwitch Class A Common Stock calculated by dividing (x) the sum of the principal and interest that the Note holder has requested to have prepaid by (y) eighty percent (80%) of the lowest issue price of Class A Common Stock since the first advance of funds under this Note, or (iii) payment of the principal of this Promissory Note, before any repayment of interest. The Board of Directors of the Company maintains control over the issuance of shares and may decline the request for conversion of the repayment into shares of the Company.

The amount of deferred compensation, referred to above, was added to the outstanding promissory note for calculations of accrued interest and is payable in the form of cash, debt, or shares of our Class B Common Stock.

On May 27, 2010, the Company issued an aggregate of 7,057,328 (5,645,862,500 pre-reverse split) shares of Class A common stock and 10,000 shares of Class B common stock to Mr. Glynn in settlement of $509,425 (items #1 and #2 above) of promissory notes and accrued interest due to Mr. Glynn. These shares contain a restrictive legend which will limit Mr. Glynn from liquidating these into the open market.

On July 1, 2012, the Company extended the employment agreement with Mr. Glynn for an additional one (1) year period for Mr. Glynn to serve as President and CEO of the Company at an annual base salary of $144,000. During 2011 and the nine months ended September 30, 2012, Mr. Glynn drew only a portion of his annual salary and the balance is being deferred.

On April 18, 2012, the Company issued 202,057,500 shares of Class A common stock to Mr. Glynn as repayment of $80,823 of deferred compensation that Mr. Glynn earned in 2009 and 2010. These shares contain a restrictive legend which will limit Mr. Glynn’s ability to liquidate these into the open market.

As of September 30, 2012, the total amount due to Mr. Glynn for unpaid compensation is $157,677.

During the year ended December 31, 2010 and the nine months ended September 30, 2012, GlynnTech, Inc and Mr. Glynn have paid some bills on behalf of the Company. As of September 30, 2012, the aggregate amounts due for these payments is $26,679.

On July 1, 2012, the Company extended the Administrative Services Agreement with GlynnTech, Inc to provide back office administrative support to the Company. The administrative services agreement was for an initial term of one year and was extended for an additional one-year periods at the Company’s request. The amended fees are $7,500 per month but may be reduced in scope or eliminated at any time upon 90 days’ prior written notice by the Company to GlynnTech.

Note

9 Convertible Promissory Note and Derivative Liability (Related Party)

The Company had entered into a temporary administrative services agreement with iVoice in 2004. The administrative services agreement continued on a month-to-month basis until December 31, 2008 at which point the agreements were suspended by mutual consent of the parties.

In March 2008, the administrative services agreement was amended to provide that accrued and unpaid administrative services shall be segregated and converted into a Convertible Promissory Note. The principal and interest shall be due and payable as follows: (a) interest shall accrue monthly on the unpaid balance and shall be paid annually, and (b) principal shall be payable on demand.

On March 5, 2008, the Company converted its outstanding accounts payable to iVoice, Inc. for unpaid administrative services in the amount of $50,652 into a convertible promissory note at the rate of prime plus 1 percent per annum. Additional amounts of $42,209 were added to this note based on any unpaid administrative services, and will accrue interest at the above specified rate from date of advance until paid.

On June 17, 2009, Kenneth P. Glynn (a related party) acquired this debt from iVoice, Inc. The Note holder may elect payment of the principal and/or interest, at the its sole discretion, owed pursuant to this Note by requiring the Company to issue either: (i) one Class B common stock share of the Company par value $.01 per share, for each dollar owed, (ii) the number of Class A common stock shares of the Company calculated by dividing (x) the sum of the principal and interest that the Note holder has decided to have paid by (y) eighty percent (80%) of the lowest issue price of Class A common stock since the first advance of funds under this Note, or (iii), payment of the principal of this Note, before any repayment of interest.

As of September 30, 2012, the outstanding balance on the Convertible Promissory Note was $79,936 plus accrued interest of $15,523.

Unless otherwise provided, this Convertible Promissory Note may be prepaid in full or in part at any time without penalty or premium. Partial prepayments shall be applied to installments due in reverse order of their maturity.

In the event of (a) default in payment of any installment of principal or interest hereof as the same becomes due and such default is not cured within ten (10) days from the due date, or (b) default under the terms of any instrument securing this Note, and such default is not cured within fifteen (15) days after written notice to maker, then in either such event the holder may, without further notice, declare the remainder of the principal sum, together with all interest accrued thereon, and the prepayment premium, if any, at once due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise the same at any other time. The unpaid principal of this Note and any part thereof, accrued interest and all other sums due under this Note shall bear interest at the rate of prime plus 1 percent per annum after default until paid.

The Convertible Promissory Note has a security interest in substantially all of the assets of the Company.

In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Promissory Note met the criteria of an embedded derivative, and therefore the conversion feature of this Promissory Note needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 5.6%; expected dividend yield: 0%: expected life: 5 years; and volatility: 263.04%. The accounting guidance instructs that the conversion options are a derivative liability. As such, at March 5, 2008 the Company recorded the conversion options as a liability, recorded a debt discount of $50,652, and charged Other Expense - Loss on Valuation of Derivative for $67,530, resulting primarily from calculation of the conversion price. For the nine months ended September 30, 2012, the Company recorded a Loss on Valuation of Derivative in the amount of $387,275 as the result in the change in the conversion formula based on the application of the terms of the promissory note held by Mr. Glynn. For the year ended December 31, 2011, the Company recorded a Gain on Valuation of Derivative in the amount of $265,822.

Note

10 Convertible Debenture and Derivative Liability

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

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

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

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

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

As of September 30, 2012, the outstanding balance on the E-Lionheart Convertible Debentures were $626,123. During the calendar year 2011, the Company notified E-Lionheart that the Company was disputing the balances due upon this debenture due to miscalculations of the effective conversion rates used by E-Lionheart and as of the date of this filing, the dispute has not been settled.

In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Debenture met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 5.6%; expected dividend yield: 0%: expected life: 3 years; and volatility: 165.62%. The accounting guidance instructs that the conversion options are a derivative liability. As such, in March 2007 the Company recorded the conversion options as a liability, recorded a debt discount of $1,000,000, and charged Other Expense - Loss on Valuation of Derivative for $124,479, resulting primarily from calculation of the conversion price. For the nine months ended September 30, 2012, the Company recorded a Gain on Valuation of Derivative in the amount of $557,945. For the year ended December 31, 2011, the Company recorded a Gain on Valuation of Derivative in the amount of $51,693.

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

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

As of December 31, 2011, the outstanding balance on the EPIC Convertible Notes were $50,000.

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

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

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

In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Debenture met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: 1 years; and volatility: 301.66% to 308.06%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the issue dates, the Company recorded the conversion options as a liability and recorded a debt discount of $143,408. For the nine months ended September 30, 2012, the Company recorded a Gain on Valuation of Derivative in the amount of $378,625 on the fluctuation in the current market prices. For the year ended December 31, 2011, the Company recorded a Loss on Valuation of Derivative in the amount of $66,609 on the fluctuation in the current market prices.

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

On March 7, 2012 the Company issued an additional 602,410 shares of Class A common stock to Asher for repayment of debt valued at $12,048. The difference in the market value and the reduction in debt of $5,000 was charged to beneficial interest in the amount of $7,048.

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

On September 6, 2012 the Company issued an additional 8,333,333 shares of Class A common stock to Asher for repayment of debt valued at $48,333. The difference in the market value and the reduction in debt of $14,500 was charged to beneficial interest in the amount of $33,833.

As of September 30, 2012 and December 31, 2011, the outstanding balance on these Convertible Promissory Notes was $45,500 and $65,000, respectively.

In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Debenture met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: .75 years; and volatility: 212.29%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the issue dates, the Company recorded the conversion options as a liability, recorded a debt discount of $65,000, and charged Other Expense - Loss on Valuation of Derivative for $24,294. For the nine months ended September 30, 2012, the Company recorded a Gain on Valuation of Derivative in the amount of $144,682 on the fluctuation in the current market prices. For the year ended December 31, 2011, the Company recorded a Loss on Valuation of Derivative in the amount of $139,106 on the fluctuation in the current market prices.

On February 16, 2012 and March 14, 2012, the Company issued an additional two convertible promissory notes, in an aggregate of $37,500, to Asher Enterprises, Inc. (“Asher”). Amounts due under these notes are due on or before November 21, 2012 and December 19, 2012, respectively, and pays interest at the rate of 8% per annum. Asher has the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to fifty five percent (55%) of the Average of the lowest two (2) Trading Prices of the Common Stock during the twenty (20) Trading Day period immediately preceding the Conversion Date. Asher may not convert the note into shares of Class A Common Stock if such conversion would result in Asher beneficially owning in excess of 4.99% of the then issued and outstanding shares of Class A Common Stock.

As of September 30, 2012, the outstanding balance on these Convertible Promissory Notes were $37,500.

In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Debenture met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: .75 years; and volatility: 278.05% and 301.94%, respectively. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the issue dates, the Company recorded the conversion options as a liability, recorded a debt discount of $37,500, and charged Other Expense - Loss on Valuation of Derivative for $73,683. For the nine months ended September 30, 2012, the Company recorded a Gain on Valuation of Derivative in the amount of $42,005 on the fluctuation in the current market prices.

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

During the nine months ended September 30, 2012, the Company issued an aggregate of 11,200,000 shares of Class A common stock for repayment of $5,600 of convertible debenture in lieu of cash pursuant to the terms of the wrap around agreement.

As of September 30, 2012, the outstanding balance on these agreements were $70,450.

In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Debenture met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: 1.00 years; and volatility: 295.14. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the issue dates, the Company recorded the conversion options as a liability, recorded a debt discount of $76,050, and charged Other Expense - Loss on Valuation of Derivative for $2,925,649. For the nine months ended September 30, 2012, the Company recorded a Gain on Valuation of Derivative in the amount of $2,708,038 on the fluctuation in the current market prices.

In conjunction with the consent and assignment of $35,000 of the Basner note (see Note 11) to Southridge Partners II LP (“Southridge Allonge”), the Company consented to provide Southridge with the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to sixty percent (60%) of the lowest closing bid price of the Common Stock during the five (5) trading days immediately preceding the Conversion Date. Southridge may not convert the note into shares of Class A Common Stock if such conversion would result in Southridge beneficially owning in excess of 9.99% of the then issued and outstanding shares of Class A Common Stock.

On August 23, 2012, the Company issued an aggregate of 5,000,000 shares of Class A common stock for repayment of $15,000 of convertible debt to Southridge in lieu of cash pursuant to the terms of the Securities Transfer Agreement.

As of September 30, 2012, the outstanding balance on the Southridge Allonge was $20,000.

In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Southridge Allonge met the criteria of an embedded derivative, and therefore the conversion feature of this debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: .25 years; and volatility: 368.97%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the issue date, the Company recorded the conversion options as a liability of $42,589, recorded a debt discount of $35,000, and charged Other Expense - Loss on Valuation of Derivative for $7,589. For the nine months ended September 30, 2012, the Company recorded a Gain on Valuation of Derivative in the amount of $18,092 on the fluctuation in the current market prices.

In conjunction with the consent and assignment of $25,000 of the Basner note (see Note 11) to Star City Capital, LLC (“Star City Allonge”), the Company consented to provide Star City with the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to fifty percent (50%) of the lowest closing bid price of the Common Stock during the five (5) trading days immediately preceding the Conversion Date. Star City may not convert the note into shares of Class A Common Stock if such conversion would result in Star City beneficially owning in excess of 9.99% of the then issued and outstanding shares of Class A Common Stock.

As of September 30, 2012, the outstanding balance on the Star City Allonge was $25,000.

In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Southridge Allonge met the criteria of an embedded derivative, and therefore the conversion feature of this debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: .25 years; and volatility: 373.96%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the issue date, the Company recorded the conversion options as a liability of $38,090, recorded a debt discount of $25,000, and charged Other Expense - Loss on Valuation of Derivative for $13,090.

Note

11 Promissory Notes

On June 15, 2011, the Company issued a promissory note, in an aggregate of $25,000, to Stuart W. DeJonge (“DeJonge”). Amounts due under this note are due on or before January 15, 2012 and pays interest at the rate of 9% per annum. On January 15, 2012, the Company defaulted on this note and as such, the lender may take whatever action he may elect to recover his loss while continuing to accrue 9% interest. As of September 30, 2012, the outstanding balance on the DeJonge note was $25,000 and accrued interest of $2,916.

On July 12, 2011, the Company issued a promissory note, in an aggregate of $15,000, to Opal Marketing Corp. Amounts due under this note are due on or before March 15, 2012 and pays interest at the rate of 7% per annum. On March 15, 2012, the Company defaulted on this note and as such, the lender may take whatever action he may elect to recover his loss while continuing to accrue 7% interest. As of September 30, 2012, the outstanding balance on the Opal Marketing Corp. note was $15,000 and accrued interest of $1,263.

On July 22, 2011, the Company issued a promissory note, in an aggregate of $100,000, to Charles M. Basner (“Basner”). Amounts due under this note are due on or before March 22, 2012 and pays interest at the rate of 7% per annum. On March 22, 2012, the Company defaulted on this note and as such, the lender may take whatever action he may elect to recover his loss while continuing to accrue 7% interest. On August 1, 2012, the Company consented to the assignment of $35,000 of the Basner note to Southridge Partners II LP, and on September 28, 2012, the Company consented to the assignment of $25,000 of the Basner note to Star City Capital, LLC. As of September 30, 2012, the outstanding balance on the Basner note was $40,000 and accrued interest of $5,416.

On July 1, 2012, the Company consented to the assignment of one of the GlynnTech, Inc promissory notes (see Note 8) from GlynnTech to Charles Basner in the amount of $50,000. All terms of the original note are unchanged. As of September 30, 2012, the outstanding balance on this Basner note was $50,000 and accrued interest of $873.

On July 22, 2012, the Company issued a promissory note, in an aggregate of $25,000, to Fred Erxleben. Amounts due under this note are due on or before January 25, 2013 and pays interest at the rate of 10% per annum. As of September 30, 2012, the outstanding balance on the Fred Erxleben note was $25,000 and accrued interest of $479.

On August 2, 2012, the Company issued a promissory note, in an aggregate of $35,000, to Charles M. Basner (“Basner”). Amounts due under this note are due on or before February 2, 2013 and pays interest at the rate of 7% per annum. As of September 30, 2012, the outstanding balance on this Basner note was $35,000 and accrued interest of $396.

Note

12 Capital Stock

Pursuant to Kenergy Scientific's certificate of incorporation, as amended, as of September 30, 2012, the Company is authorized to issue 1,000,000 shares of Preferred Stock, par value of $1.00 per share, 625,000,000 shares of Class A Common Stock, no par value per share, 50,000,000 shares of Class B Common Stock, par value $0.01 per share, and 20,000,000 shares of Class C Common Stock, par value $0.01 per share. Below is a description of Kenergy Scientific's outstanding securities, including Preferred Stock, Class A Common Stock, Class B Common Stock, and Class C Common Stock.

On March 5, 2012, the Company amended its Certificate of Incorporation to increase the number of authorized Class A Common Stock Shares to 625,000,000, as authorized by the Board of Directors and adopted by the shareholders on February 15, 2012. The effect of this amendment was to increase the authorized shares from 125,000,000 to 625,000,000.

Preferred Stock

As of September 30, 2012, Kenergy Scientific has issued 75,000 shares of Preferred Stock to Southridge Partners II LP (the “Investor”), pursuant to the terms of the Equity Purchase Agreement. These shares shall be convertible at the option of the Investor into shares of the Company’s common stock at a conversion price equal to seventy percent (70%) of the average of the two (2) lowest Closing Prices for the five (5) trading days immediately preceding a conversion notice. The Preferred Stock shall have no registration rights.

Class A Common Stock

As of September 30, 2012 and December 31, 2011, there are 625,000,000 and 125,000,000 shares of Class A Common Stock authorized, respectively, no par value, and 239,611,631 and 12,418,388 shares were issued and outstanding, respectively.

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

For the nine months ended September 30, 2012, the Company had the following transactions in its Class A common stock:

The Company issued an aggregate of 8,935,753 shares of Class A common stock for repayment of convertible debenture in lieu of cash, valued at $60,382. The difference in the market value and the reduction in debt of $19,500 was charged to beneficial interest in the amount of $40,882.

The Company issued 5,000,000 shares of Class A common stock for repayment of Southridge Allonge in lieu of cash, valued at $50,000. The difference in the market value and the reduction in debt of $15,000 was charged to beneficial interest in the amount of $35,000.

Class B Common Stock

As of September 30, 2012, there are 50,000,000 shares of Class B Common Stock authorized, par value $.01 per share and 10,000 shares were issued and outstanding. Each holder of Class B Common Stock has voting rights equal to 100 shares of Class A Common Stock. A holder of Class B Common Stock has the right to convert each share of Class B Common Stock into the number of shares of Class A Common Stock determined by dividing the number of Class B Common Stock being converted by a 20% discount of the lowest price that Kenergy Scientific, Inc. had ever issued its Class A Common Stock. Upon liquidation, dissolution, or winding-up, holders of Class B Common Stock will be entitled to receive distributions.

Class C Common Stock

As of September 30, 2012, there are 20,000,000 shares of Class C Common Stock authorized, par value $.01 per share. Each holder of Class C Common Stock is entitled to 1,000 votes for each share held of record. Shares of Class C Common Stock are not convertible into Class A Common Stock. Upon liquidation, dissolution or wind-up, the holders of Class C Common Stock are not entitled to receive the Company’s net assets pro rata. As of September 30, 2012, no shares were issued or outstanding.

Note

13 Additional paid-in capital

As of September 30, 2012, the Company has owed as much as $437,000 to a related party director of the Company. The loans are non-interest bearing, unsecured and due at various times up to December 28, 2010 and are included in the loans payable, related party balance. However, ASC 835-30 “Imputation of Interest” has been applied to impute the interest on loan from June 1, 2009 as there was no interest rate stipulated in the agreements. An accumulation of $42,114 has been imputed as interest over the periods and as per ASC 835-30, has been credited to Additional paid-in capital.

Note

14 Stock Options

During 2005, the Company adopted the 2005 Stock Incentive Plan and the 2005 Directors’ and Officers’ Stock Incentive Plan (“Plan”) in order to attract and retain qualified personnel. Under the Plans, the Board of Directors, in its discretion may grant stock options (either incentive or non-qualified stock options) to officers, directors and employees. The Company has not issued any stock options as of September 30, 2012.

Note

15 New Accounting Pronouncements

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

Note

16 Fair Value Measurements

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

Level

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

Level

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

Level

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

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

Items recorded or measured at fair value on a recurring basis in the accompanying financial statements consisted of the following items as of September 30, 2012 and December 31, 2011.

September 30, 2012

	Level I		Level II		Level III		Total

Convertible promissory notes	$	—	$	—	$	1,848,106	$	1,848,106
Total Liabilities	$	—	$	—	$	1,848,106	$	1,848,106

December 31, 2011

	Level I		Level II		Level III		Total

Convertible promissory notes	$	—	$	—	$	2,270,858	$	2,270,858
Total Liabilities	$	—	$	—	$	2,270,858	$	2,270,858

Note

1 Subsequent Events

At various times subsequent to September 30, 2012, the Company consented to the assignment of $15,500 due to Charles Basner to Southridge Partners II LP and Star City Capital, LLC and their affiliates. Amounts paid to Charles Basner for these assignments were reinvested in the Company and the Company issued replacement notes for the same amounts.

At various times subsequent to September 30, 2012, the Company issued an aggregate of 196,467,432 shares of Class A common stock to Southridge Partners II LP and Star City Capital, LLC and their affiliates for repayment of $55,500 of convertible debt pursuant to the terms of the various Securities Transfer Agreements.

On November 28, 2012, the Company amended its Certificate of Incorporation to increase the number of authorized Class A Common Stock Shares to 4,000,000,000, as authorized by the Board of Directors and adopted by the shareholders on November 15, 2012. The effect of this amendment was to increase the authorized shares from 625,000,000 to 4,000,000,000.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

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

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

All predictions as to future results contain a measure of uncertainty and accordingly, actual results could differ materially. Among the factors that could cause a difference are: changes in the general economy; changes in demand for the Company’s products or in the cost and availability of its raw materials; the actions of its competitors; the success of our customers; technological change; changes in employee relations; government regulations; litigation, including its inherent uncertainty; difficulties in plant operations and materials; transportation, environmental matters; and other unforeseen circumstances. For a discussion of material risks and uncertainties that the Company faces, see the discussion in the Form 10−K for the fiscal year ended December 31, 2011 entitled “Risk Factors”.

Overview and Plan of Operation

In June 2009, the Company entered into fields of development of various products relating to solar power generating systems; portable solar powered products, such as cell phone and PDA rechargers that are solar rechargeable; solar rechargeable lantern/flashlight devices; solar backpack rechargers; solar power audio devices, such as radios; wind power generating systems; and, creative products based on proprietary positions, especially in the area of healthcare. Kenergy Scientific may seek to expand its operations through additional sales and marketing activity and the acquisition of additional businesses. Any potential acquired additional businesses may be outside the current field of operations of Kenergy Scientific. Kenergy Scientific may not be able to identify, successfully integrate or profitably manage any such business or operations. Currently, Kenergy Scientific has no plans, proposal or arrangements, either orally or in writing, regarding any proposed acquisitions and is not considering any potential acquisitions.

Results of Operations

During the nine months and three months ended September 30, 2012, the Company sold $32,916 and $8,725 of solar powered products and products made from recycled materials, respectively, as compared to $4,060 and $247 for the nine months and three months ended September 30, 2011, respectively. These increases are primarily due to the opening of the company-owned retail GreenSmart store opened in the 4^th quarter of 2011.

Gross margin for the nine months and three months ended September 30, 2012 of $15,709 and $4,056 represents a Gross margin % to sales of 47.7% and 46.5%, respectively. For the nine months and three months ended September 30, 2011, Gross margin % to sales of 24.8% and 76.5%, respectively. These margins are the result of keeping prices low to compete with similar products made from virgin materials. As the volume increases, we expect to achieve greater gross margin % rates.

Total operating expenses increased $200,087 (68.8%) to $491,021 for the nine months September 30, 2012, as compared to the same period in the prior year. Total operating expenses increased $99,964 (101.6%) to $1198,372 for the three months September 30, 2012, as compared to the same period in the prior year. These increases were primarily the result of the Company investing resources in establishing the company-owned retail store, professional fees incurred to engage our independent auditors and for the execution of the Equity Purchase Agreement.

Total other income (expense) for the nine months ended September 30, 2012 was total expense of $5,965,047 as compared to total income of $1,005,381 for the nine months ended September 30, 2011, for an unfavorable change of $6,970,428. These changes were primarily attributed to the unfavorable change in the gain (loss) on revaluation of derivatives of $887,105 and the unfavorable change in beneficial interest expense of $6,218,689 and offset by decreases in amortization of debt discount of $131,746 when compared to the prior year. Total other income (expense) for the three months ended September 30, 2012 was total income of $3,610,819 as compared to total expense of $132,254 for the three months ended September 30, 2011, for an favorable change of $3,743,073. These changes were primarily attributed to the favorable change in the gain (loss) on revaluation of derivatives of $3,852,303 and offset by the unfavorable change in beneficial interest expense of $73,281 and offset by increases in amortization of debt discount of $35,949 when compared to the prior year. The changes in revaluation of derivatives were primarily caused by the effect on the conversion rights of the convertible debentures and related party debt. The increase in beneficial interest was the effect on issuing shares of our Class A Common Stock at below market prices upon conversion of convertible debt.

Net loss for the nine months ended September 30, 2012 was $6,440,359 as compared to a net income of $715,452 for the nine months ended September 30, 2011. The unfavorable changes for the nine months were primarily from the unfavorable changes in higher beneficial interest expense, unfavorable changes in revaluation of derivatives and higher operating expense offset by the increased sales and lower amortization of debt discount. Net income for the three months ended September 30, 2012 was $3,416,503 as compared to a net loss of $230,473 for the three months ended September 30, 2011. The favorable changes for the three months ending September 30, 2012 were primarily from the favorable changes in revaluation of derivatives and increased sales offset by higher beneficial interest expense, higher operating expense and higher amortization of debt discount.

Liquidity and Capital Resources

To date, Kenergy Scientific has incurred substantial cash losses, and will require financing for working capital to meet its operating obligations. We anticipate that we will require financing on an ongoing basis for the foreseeable future.

During the nine months ended September 30, 2012, the Company was able to raise an additional $97,500 of additional short term trade debt from unrelated investors.

The Company currently has no other significant sources of working capital or cash commitments. However, no assurance can be given that Kenergy Scientific will raise sufficient funds from such financing arrangements, or that Kenergy Scientific will ever produce sufficient revenues to sustain its operations, or that a market will develop for its common stock for which a significant amount of Kenergy Scientific’s financing is dependent upon.

For the nine months ended months September 30, 2012, the Company had a net decrease in cash of $5,433. The Company’s principal sources and uses of funds were as follows:

Cash used by operating activities. The Company used $100,463 in cash for operating activities for the nine months ended September 30, 2012 and used $335,944 in cash for operating activities for the nine months ended September 30, 2011. The current cash operating losses of $448,382 are being primarily funded by deferred payments to vendors and related parties.

Cash used by investing activities. The Company used $2,470 in cash for investing activities for the nine months ended September 30, 2012. These amounts were for the prosecution and filings related to the Company’s patent portfolio. The Company used $39,233 in cash for investing activities for the nine months ended September 30, 2011. These amounts were for the security deposit on the new GreenSmart Store, continued investment in our patent portfolio and acquisition of office equipment.

Cash provided by financing activities. For the nine months ended September 30, 2012, the Company provided $97,500 in financing activities by the issuance of promissory notes to unrelated parties. For the nine months ended September 30, 2011, the Company provided $227,500 in financing activities by the issuance of promissory notes to unrelated parties.

There was no significant impact on the Company’s operations as a result of inflation for the nine months ended September 30, 2012.

Financing Commitments

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

Critical Accounting Policies

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

OFF BALANCE SHEET ARRANGEMENTS

During the nine months ended September 30, 2012, we did not engage in any material off-balance sheet activities nor have any relationships or arrangements with unconsolidated entities established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitment or intent to provide additional funding to any such entities.

Item

4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Changes in internal control over financial reporting

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

Part II. Other Information

Item

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

On August 23, 2012 the Company issued 5,000,000 shares of Class A common stock to Southridge Partners II LP for repayment of convertible debenture valued at $50,000.

On August 30, 2012 the Company issued 75,000 shares of Preferred Stock, $1.00 par value, to Southridge Partners II LP, pursuant to the terms of the Equity Purchase Agreement finalized on July 16, 2012.

On September 6, 2012, the Company issued 8,333,333 shares of Class A common stock to Asher Enterprises, Inc. for repayment of convertible debenture valued at $48,333.

Item

3. Defaults Upon Senior Securities

On August 28, 2012, the Company defaulted on one of the Asher convertible promissory notes and as such, the full principal amount of these Debentures, together with interest and other amounts owing in respect thereof, shall become at the Holder's election, immediately due and payable in cash, provided however, the Holder may request (but shall have no obligation to request) payment of such amounts in Common stock of the Company.

Item

5. Other Information.

Section 1 - Registrant’s Business and Operations

Item

1.01 - Entry into a Material Definitive Agreement

On August 1, 2012, the Company consented to the execution of a Securities Transfer Agreement, between Charles Basner, Southridge Partners II LP and Kenergy Scientific, Inc. for the sum of $35,000. The agreement provides Southridge with the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to sixty percent (60%) of the lowest closing bid price of the Common Stock during the five (5) trading days immediately preceding the Conversion Date. Southridge may not convert the note into shares of Class A Common Stock if such conversion would result in Southridge beneficially owning in excess of 9.99% of the then issued and outstanding shares of Class A Common Stock.

On September 28, 2012, the Company consented to the execution of a Securities Transfer Agreement, between Charles Basner, Star City, LLC and Kenergy Scientific, Inc. for the sum of $25,000. The agreement provised Star City with the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to fifty percent (50%) of the lowest closing bid price of the Common Stock during the five (5) trading days immediately preceding the Conversion Date. Star City may not convert the note into shares of Class A Common Stock if such conversion would result in Star City beneficially owning in excess of 9.99% of the then issued and outstanding shares of Class A Common Stock.

Item

6. Exhibits

10.1	Promissory Note, dated July 22, 2012, between Fred Erxleben and Kenergy Scientific, Inc., for the sum of $25,000, filed herein.

10.2	Allonge, dated August 1, 2012, between Charles Basner and Southridge Partners II LP, for the sum of $35,000, filed herein.

10.3	Securities Transfer Agreement, dated August 1, 2012, between Charles Basner, Southridge Partners II LP and Kenergy Scientific, Inc. for the sum of $35,000, filed herein.

10.4	Promissory Note, dated August 2, 2012, between Charles Basner and Kenergy Scientific, Inc., for the sum of $35,000, filed herein.

10.5	Allonge, dated September 28, 2012, between Charles Basner and Star City Capital, LLC, for the sum of $25,000, filed herein.

10.6	Securities Transfer Agreement, dated August 1, 2012, between Charles Basner, Star City Capital, LLC and Kenergy Scientific, Inc. for the sum of $25,000, filed herein.

31.1	Rule 13a-14(a)/15d-14(a) Certifications.

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES

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

KENERGY SCIENTIFIC, INC.

Date: January 2, 2013	Kenergy Scientific, Inc.
	By: /s/ Kenneth Glynn
	Kenneth Glynn Chief Executive Officer and Chief Financial Officer

INDEX OF EXHIBITS

10.1	Promissory Note, dated July 22, 2012, between Fred Erxleben and Kenergy Scientific, Inc., for the sum of $25,000, filed herein.

10.2	Allonge, dated August 1, 2012, between Charles Basner and Southridge Partners II LP, for the sum of $35,000, filed herein.

10.3	Securities Transfer Agreement, dated August 1, 2012, between Charles Basner, Southridge Partners II LP and Kenergy Scientific, Inc. for the sum of $35,000, filed herein.

10.4	Promissory Note, dated August 2, 2012, between Charles Basner and Kenergy Scientific, Inc., for the sum of $35,000, filed herein.

10.5	Allonge, dated September 28, 2012, between Charles Basner and Star City Capital, LLC, for the sum of $25,000, filed herein.

10.6	Securities Transfer Agreement, dated August 1, 2012, between Charles Basner, Star City Capital, LLC and Kenergy Scientific, Inc. for the sum of $25,000, filed herein.

31.1	Rule 13a-14(a)/15d-14(a) Certifications.

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certifications

I, Kenneth Glynn, certify that:

I have reviewed this quarterly report on Form 10-Q of Kenergy Scientific, Inc.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

Designed such disclosure controls and procedures, or caused such control and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within this entity, particularly during the period in which this quarterly report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and

Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 24, 2012	Kenergy Scientific, Inc.
	By: /s/ Kenneth Glynn
	Kenneth Glynn Chief Executive Officer and Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kenneth Glynn, hereby certify, pursuant to and solely for the purpose of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 24, 2012	Kenergy Scientific, Inc.
	By: /s/ Kenneth Glynn
	Kenneth Glynn Chief Executive Officer and Chief Financial Officer

Kenergy Scientific, Inc. - FORM 10-Q - January 2, 2013

Attached files

Kenergy Scientific, Inc. Reports