GARB OIL & POWER CORP - FORM 10-Q

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EX-31.2 - GARB OIL & POWER CORP	ex31-2.htm
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EX-32.1 - GARB OIL & POWER CORP	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

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

For the transition period from ____________ to _______________

Commission File No. 000-14859

GARB OIL & POWER CORPORATION

(Exact name of registrant as specified in its charter)

Utah		87-0296694
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification. No.)

1185 Gooden Xing
Largo, FL		33778
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 573-6622

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

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 [ ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

The number of shares of issuer’s common stock outstanding as of March 9, 2015: 47,497,578,456.

FORM 10-Q

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

INDEX

		Page
Part I	Financial Information

Item 1.	Financial Statements	F-1
	Consolidated Balance Sheets as of September 30, 2012 (Unaudited) and December 31, 2011	F-1
	Consolidated Statements of Operations for the three months ended September 30, 2012 and 2011 (Unaudited)	F-3
	Consolidated Statements of Operations for the nine months ended September 30, 2012 and 2011 (Unaudited)	F-4
	Consolidated Statements of Cash Flow for the nine months ended September 30, 2012 and 2011 (Unaudited)	F-5
	Notes to the Consolidated Financial Statements (Unaudited)	F-7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4.	Controls and Procedures	7

Part II	Other Information

Item 1.	Legal Proceedings	8
Item 1A.	Risk Factors	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3.	Defaults Upon Senior Securities	10
Item 4.	Mine Safety Disclosures	10
Item 5.	Other Information	10
Item 6.	Exhibits	10
Signatures		11

USE OF CERTAIN DEFINED TERMS

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” “the Company”, or “Garb” are to the combined business of Garb Oil & Power Corporation and its consolidated subsidiaries.

In addition, unless the context otherwise requires and for the purposes of this report only:

	●	“Commission” refers to the Securities and Exchange Commission;

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

	●	“Securities Act” refers to the Securities Act of 1933, as amended;

	●	“former management” refers to following individuals, who collectively represent all of the Company’s directors and executive officers that resigned on August 21, 2013:

	●	John Rossi is the Company’s former Chief Executive Officer, President, Director, Principal Financial Officer and Principal Accounting Officer,

	●	Igor Plahuta is the Company’s former Chief Technology Officer and Director,

	●	Alan Fleming is the Company’s former Chief Operations Officer and Director; and

●

“current management” or “management of the Company” or “management” refers to the following individuals, who represent the directors and executive officers of the Company as of the date of this quarter report on Form 10-Q, and those officers and directors that were appointed on August 21, 2013, after former management resigned:

	●	Tammy Taylor is the Company’s current Chief Executive Officer, President, Director and Principal Financial Officer,

	●	M. Aimee Coleman is current Corporate Secretary and Principal Accounting Officer.

CAUTIONARY STATEMENT RELATED TO FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This quarterly report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. A list of factors that could cause our actual results of operations and financial condition to differ materially is set forth below:

	●	Our ability to continue as a going concern.

	●	Our ability to achieve profitability and history of losses.

	●	Our need for significant additional capital to fund our business plan.

	●	Our ability to attract customers to our products.

	●	Economic conditions that have an adverse effect on consumer and corporate spending.

	●	Changes in applicable Federal and State manufacturing laws and regulations that have an adverse effect on our operations.

	●	The market price for shares of our common stock has been and may continue to be highly volatile and the impact of penny stock rules on the liquidity of our common stock.

We caution that the factors described herein and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Garb Oil & Power Corporation and Subsidiaries

Consolidated Balance Sheets

	September 30, 2012		December 31, 2011
	(Unaudited)
ASSETS
Current assets:
Cash	$	-	$	17,544
Accounts receivable, net		-		-
Total current assets		-		17,544
Property and equipment, net		3,913		6,587

Total assets	$	3,913	$	24,131

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	797,072	$	723,668
Related party payable		277,747		281,082
Notes payable		1,892,440		1,654,545
Accrued interest		1,367,582		1,303,569
Wage and payroll taxes payable		1,837,281		1,442,332
Income taxes payable		120,252		121,131
Total current liabilities		6,292,374		5,526,327
Deferred tax liabilities		15,800		15,916
Total long-term liabilities		15,800		15,916

Total liabilities		6,308,174		5,542,243

(Continued next page)

F-1

Garb Oil & Power Corporation and Subsidiaries

Consolidated Balance Sheets

(Continued)

	September 30, 2012			December 31, 2011
	(Unaudited)
Stockholders’ Deficit:
Class A preferred as of September 30, 2012; ($.0001 par value) 1,000,000 shares authorized, 7 shares outstanding as of September 30, 2012 and 2 shares outstanding as of December 31, 2011		-			-
Class B preferred as of September 30, 2012; ($2.50 par value) 10,000,000 shares authorized, 2,694,298 shares outstanding as of September 30, 2012 and 193,289 shares issued and outstanding as of December 31, 2011		6,735,745			483,222
Common stock as of September 30, 2012; (no par value) 50,000,000,000 shares authorized, 32,233,744,154 shares outstanding at September 30, 2012 and 1,878,278,845 shares outstanding at December 31, 2011		(20,148,864	)		2,209,651
Preferred Class A additional paid in capital		471,760			134,790
Preferred Class B additional paid in capital		19,366,825			171,448
Accumulated other comprehensive income		165,075			159,389
Accumulated deficit		(12,860,399	)		(8,642,209	)
Total Garb Oil & Power stockholders’ deficit		(6,269,858	)		(5,483,709	)
Non-controlling interest		(34,403	)		(34,403	)
Total stockholders’ deficit		(6,304,261	)		(5,518,112	)
Total liabilities and stockholders’ deficit	$	3,913		$	24,131

See accompanying notes to the consolidated unaudited financial statements.

F-2

Garb Oil & Power Corporation and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

	Three Months Ended September 30,
	2012			2011
	(Unaudited)			(Unaudited)
OPERATING EXPENSES
Selling, general and administrative	$	1,680,969		$	1,977,886
Total Operating Expenses		1,680,969			1,977,886

LOSS FROM OPERATIONS		(1,680,969	)		(1,977,886	)

OTHER INCOME (EXPENSE)
Loss on extinguishment of debt		(766,899	)		(313,401	)
Interest expense		(106,138	)		(277,430	)
Total Other Income (Expense)		(873,037	)		(590,831	)
LOSS BEFORE INCOME TAXES		(2,554,006	)		(2,568,717	)
PROVISION (BENEFIT) FOR INCOME TAXES		-			-

LOSS BEFORE NON-CONTROLLING INTEREST		(2,554,006	)		(2,568,717	)
Net Income (loss) attributable to non-controlling interest		-			(1,926	)

LOSS ATTRIBUTABLE TO GARB OIL & POWER		(2,554,006	)		(2,566,791	)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment		-			62,224

TOTAL COMPREHENSIVE LOSS		(2,554,006	)		(2,504,567	)
Comprehensive income (loss) attributable to non-controlling interest		-			(12,445	)
COMPREHENSIVE LOSS ATTRIBUTABLE TO GARB OIL & POWER	$	(2,554,006	)	$	(2,517,012	)

BASIC AND DILUTED LOSS PER COMMON SHARE ATTRIBUTABLE TO GARB OIL & POWER SHAREHOLDERS	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING		36,800,945,503			1,137,573,048

See accompanying notes to the consolidated unaudited financial statements.

F-3

Garb Oil & Power Corporation and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

	Nine Months Ended September 30,
	2012			2011
		(Unaudited)			(Unaudited)
OPERATING EXPENSES
Selling, general and administrative	$	2,870,325		$	2,745,548
Total Operating Expenses		2,870,325			2,745,548

LOSS FROM OPERATIONS		(2,870,325	)		(2,745,548	)

OTHER INCOME (EXPENSE)
Loss on extinguishment of debt		(874,681	)		(435,789	)
Other income (loss)		(2,594	)		-
Interest expense		(470,590	)		(772,983	)
Total Other Income (Expense)		(1,347,865	)		(1,208,772	)
LOSS BEFORE INCOME TAXES		(4,218,190	)		(3,954,320	)
PROVISION (BENEFIT) FOR INCOME TAXES		-			-

LOSS BEFORE NON-CONTROLLING INTEREST		(4,218,190	)		(3,954,320	)
Net Income (loss) attributable to non-controlling interest		-			(3,846	)

LOSS ATTRIBUTABLE TO GARB OIL & POWER		(4,218,190	)		(3,950,474	)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment		-			(423	)

TOTAL COMPREHENSIVE LOSS		(4,218,190	)		(3,950,897	)
Comprehensive income (loss) attributable to non-controlling interest		-			(85	)
COMPREHENSIVE LOSS ATTRIBUTABLE TO GARB OIL & POWER	$	(4,218,190	)	$	(3,950,812	)

BASIC AND DILUTED LOSS PER COMMON SHARE ATTRIBUTABLE TO GARB OIL & POWER SHAREHOLDERS	$	(0.00	)	$	(0.01	)

WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING		15,509,942,874			513,024,039

See accompanying notes to the consolidated unaudited financial statements.

F-4

Garb Oil & Power Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
	2012			2011
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(4,218,190	)	$	(3,950,474	)
Adjustments to reconcile net loss to net cash used in operating activities:
Net loss attributable to non-controlling interest		-			(3,846	)
Depreciation expense		84			4,878
Debt issued for services		195,213			766,137
Common stock issued for services		259,750			1,537,626
Common stock issued for employee compensation		1,344,536			-
Preferred stock issued for services		339,493			-
(Gain) loss on extinguishment of debt		874,681			435,789
Amortization of debt discount		211,660			-
Disposition of Fixed Asset		2,594			-
Bad debt expense		102,557			-
Changes in operating assets and liabilities:
Accounts receivable		(102,557	)		-
Prepaid expenses and other current assets		-			120,247
Accounts payable and accrued expenses		74,705			288,466
Accrued interest		258,930			217,094
Wages and payroll taxes payable		495,000			393,958
Income taxes payable		-			948
Net cash used in operating activities		(161,544	)		(189,177	)

(Continued next page)

F-5

Garb Oil & Power Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

(Continued)

	Nine Months Ended September 30,
	2012			2011
	(Unaudited)			(Unaudited)
Cash flows from investing activities		-			-

Cash flows from financing activities:
Proceeds from notes payable		144,000			234,700
Bank overdraft		-			9,769
Payments on notes payable		-			(11,579	)
Net cash provided by financing activities		144,000			232,890
Net increase (decrease) in cash		(17,544	)		43,713
Effect of exchange rate changes on cash		-			(10,129	)
Cash at beginning of period		17,544			2
Cash at end of period	$	-		$	33,586

Supplemental disclosures of cash flow information:

Cash paid for:
Interest	$	-		$	43,035
Income taxes	$	-		$	-

Non-cash financing activities:
Common shares issued for debt and accrued interest	$	319,234		$	564,865
Debt discount	$	146,949		$	-
Common shares issued for settlement of accounts payable	$	-		$	52,929
Common shares issued for accrued compensation	$	100,000		$	-
Common shares issued for converting Class B preferred shares	$	-		$	29,287
Common shares exchanged for Class B preferred shares	$	25,445,377		$	-
Accrued interest reclassified to notes payable	$	167,110		$	-
Accounts payable reclassed to notes payable	$	-		$	80,000

See accompanying notes to the consolidated unaudited financial statements.

F-6

Garb Oil & Power Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

For the Three and Nine Months Ended September 30, 2012 and 2011

Forward

The Notes to Consolidated Unaudited Financial Statements contain disclosures relating primarily to the fiscal periods stated above for the Consolidated Unaudited Financial Statements. In addition, Notes containing select subsequent event disclosures have the words “To Date” added to their title and Note 7 –Subsequent Events makes this reference. Subsequent Notes to Consolidated Unaudited Financial Statements will fully disclose for the fiscal period to which they apply.

“Former management” refers to prior Company management who were managing the Company until August 21, 2013. “Current management” refers to current Company management who have managed the Company since August 21, 2013.

Note 1 – Organization, Nature of Business, and Basis of Presentation

Organization and Nature of Business to Date

On October 27, 2009, the Company entered into an agreement to purchase Resource Protection Systems GmBH, a company organized and currently active under the laws of Germany (“RPS”). The purchase was for all outstanding shares, as well as for specified RPS assets and liabilities. The RPS specified assets were not transferred to the Company and therefore the purchase was not fully consummated. On January 15, 2010, RPS purchased 80% of the issued and outstanding stock of Newview S.L., a company organized under the laws of Spain (“Newview”). The Company, RPS and Newview are considered entities under common control.

On January 24, 2014 the Company signed a letter of intent (the “LOI”) and a collaborative effort agreement (the “CE Agreement”) with Shredderhotline.com Company (“Shredderhotline”) and Dan Scott Burda, Shredderhotline’s President/Owner. In general, the CE Agreement provided that the two ranking executive officers of both companies’ will collaborate on future sales and operations within a newly formed wholly owned subsidiary of the Company, Garb Global Services, Inc. (“Garb Global”). On November 18, 2014, the Company and Shredderhotline mutually determined that their business interests had diverged and the Company and Shredderhotline released one another from their rights and obligations under the LOI and CE Agreement both dated January 24, 2014. Garb Global will continue as an operating subsidiary of the Company.

Effective August 21, 2013, all of the Company’s former executive officers and directors resigned. Also effective August 21, 2013, following the resignation of the Company’s former management, Ms. Tammy Taylor was appointed as the Company’s Chief Executive Officer, President and Principal Financial Officer, and Ms. M. Aimee Coleman was appointed as the Company’s Corporate Secretary and Principal Accounting Officer. Ms. Taylor was also appointed as the Company’s sole director.

Basis of Presentation

The unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The 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 consolidated financial statements be read in conjunction with the December 31, 2011 audited financial statements and the accompanying notes thereto included in our Form 10-K. While management believes the procedures followed in preparing these unaudited 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.

F-7

These consolidated 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.

Note 2 – Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. As shown in the consolidated financial statements, the Company has incurred a net loss of $(2,554,007) for the nine months ended September 30, 2012 and has a net accumulated deficit of $(12,860,399). These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate sufficient cash flows to meet its obligations on a timely basis, to obtain additional financing as may be required, and its ability to continue its implementation of operations. Management is continuing its efforts to obtain the necessary financing as may be required to generate sufficient cash flows for current and future operations. Management is pursuing avenues of generating cash or revenues during the next twelve months. The Company is also attempting to interest purchasers, or potential purchasers, of shredders, recycling equipment and new tires, and establishing manufacturing plants. The Company also continues to pursue financing to build and operate its own waste refinement and recycling industrial manufacturing plants.

There is no assurance that the Company will be able to obtain additional cash flow from operations or to obtain additional financing. If these are not available to the Company, the Company may not be able to continue operations. While management remains confident that transactions will proceed, no assurances can be expressed as to the Company’s continuing viability in the absence of revenues. Current funding has come from operations and sales and the Company is currently in negotiations with several investment sources for equity investment in the company, which if successful, will satisfy long-term operations and capital expenditures. There are no guarantees that such negotiations will be successful.

Note 3 – Property And Equipment

The major classes of equipment as of September 30, 2012 and December 31, 2011 are as follows:

							Estimated
							Service Lives
	September 30, 2012			December 31, 2011			in Years
Office equipment & furniture	$	34,495		$	34,452		3-7

Total property and equipment		34,495			34,452

Less accumulated depreciation		(30,581	)		(27,865	)

Property and equipment, net	$	3,913		$	6,587

F-8

Note 4 – Related Party Transactions

In January 2012, the Company approved the issuance of 1 share of Class A Preferred Stock to John Rossi for services of $67,384.

In January 2012, the Company approved the issuance of 1 share of Class A Preferred Stock to Igor Plahuta for services of $67,384.

In January 2012, the Company approved the issuance of 1 share of Class A Preferred Stock to Alan Fleming for services of $67,384.

In June 2012, the Company approved the issuance of 12,000,000,000 shares of Common Stock to John Rossi for accrued salary of $40,000.

In June 2012, the Company approved the issuance of 12,000,000,000 shares of Common Stock to Igor Plahuta for accrued salary of $40,000.

In June 2012, the Company approved the issuance of 6,000,000 shares of Common Stock to Alan Fleming for accrued salary of $20,000.

In August 2012, the Company approved the issuance of 13,445,378,151 shares of Common Stock to John Rossi for compensation of $1,344,536.

In August 2012, the Company approved the issuance of 2 shares of Class A Preferred Stock to John Rossi for services of $134,788.

In September 10, 2012, John Rossi converted the 25,445,378,151 shares of Common Stock received during June and August 2012 to 2,500,000 shares of Class B Preferred Stock using a stated conversion rate of $10.18.

Related party payable consisted of the following at September 30, 2012:

	September 30, 2012

Accounts payable to a related parties, due on demand, no interest, unsecured	$	50,556

Accounts payable to a related party, due on demand, plus interest at 10% per annum, unsecured		227,991

Total	$	277,747

As of September 30, 2012, accounts receivable related to cash received by management without supportive cash receipts was $248,307. As of September 30, 2012, allowances for bad debt was $248,307, resulting in net accounts receivable from related party balances as of September 30, 2012 as $0.

F-9

Note 5 – Notes Payable

January 3, 2002 Note

A $10,000 unsecured promissory note was entered into on January 3, 2002, is due August 1, 2006, plus interest of 12% and is in default. The balance of the Note as of September 30, 2012 and December 31, 2011 was $10,000, net of debt discounts of $0.

January 1, 2003 Note

A $68,493 unsecured promissory note was entered into on January 1, 2003, is due on demand and plus interest of 12%. The balance of the Note as of September 30, 2012 and December 31, 2011 was $68,493, net of debt discounts of $0.

January 1, 2003 Note

A $165,000 unsecured promissory note was entered into on January 1, 2003, is due on demand and plus interest of 12%. The balance of the Note as of September 30, 2012 and December 31, 2011 was $165,000, net of debt discounts of $0.

January 21, 2003 Note

A $20,000 unsecured promissory note was entered into on January 21, 2003, is due on demand and plus interest of 10%. The balance of the Note as of September 30, 2012 and December 31, 2011 was $20,000, net of debt discounts of $0.

June 24, 2006 Note

A $53,000 promissory note was entered into on June 24, 2006 secured by sales contract and officer guarantee, is due on demand, plus interest of 12% and plus a $5,000 default interest penalty per week. The balance of the Note as of September 30, 2012 and December 31, 2011 was $53,000, both net of debt discounts of $0.

July 5, 2006 Note

A $2,250 unsecured promissory note was entered into on July 5, 2006, was due September 5, 2006, plus interest of 5% per month and is in default. The balance of the Note as of September 30, 2012 and December 31, 2011 was $2,250, net of debt discounts of $0.

July 5, 2006 Note

A $2,750 unsecured promissory note was entered into on July 5, 2006, was due September 5, 2006, plus interest of 5% per month and is in default. The balance of the Note as of September 30, 2012 and December 31, 2011 was $2,750, net of debt discounts of $0.

October 11, 2007 Note

A $129,327 unsecured promissory note was entered into on October 11, 2007, is due on demand, plus interest of 18% from October 7, 2005 through January 6, 2006 then $500 per week through April 1, 2009, then $5,000 per month. During the nine months ended September 30, 2012, the Company issued a total of 2,000,000,000 shares of common stock at an average conversion price of $.000001, or $2,000 as repayment to the original debt holder for accrued interest. During the nine months ended September 30, 2012 the original debt holder assigned $49,000 worth of note’s principal and accrued interest. During the year ended December 31, 2011 the original debt holder assigned $80,000 worth of the note’s principal. The balance of the October 11, 2007 Note owed to the original debt holder as of September 30, 2012 was $11,577 and as of December 31, 2011 was $49,327, both net of debt discounts of $0.

During the nine months ended September 30, 2012, the Company issued a total of 6,350,000,000 shares of common stock at an average conversion price of $.000006, or $35,750, as repayment for a portion of the nine months ended September 30, 2012 Assigned October 11, 2007 Note. During the year ended December 31, 2011, the Company issued a total of 99,523,810 shares of common stock at an average conversion price of $.0008, or $80,000, as repayment for all of the year ended December 31, 2011 Assigned October 11, 2007 Note. The Assigned October 11, 2007 Notes balances total $13,250 as of September 30, 2012 and $0 as of December 31, 2011, both net of debt discounts of $0.

F-10

December 31, 2009 Note

A $6,000 unsecured promissory note was entered into on December 31, 2009, is due on demand and plus interest of 36%. The balance of the Note as of September 30, 2012 and December 31, 2011 was $6,000, net of debt discounts of $0.

December 31, 2009 Note

A $7,500 unsecured promissory note was entered into on December 31, 2009, is due on demand and plus interest of 10%. The balance of the Note as of September 30, 2012 and December 31, 2011 was $7,500, net of debt discounts of $0.

December 31, 2009 Note

A $3,000 unsecured promissory note was entered into on December 31, 2009, is due on demand and plus interest of 36%. The balance of the Note as of September 30, 2012 and December 31, 2011 was $3,000, net of debt discounts of $0.

March 11, 2010 Note

On March 11, 2010 the Company borrowed $50,000 from Asher pursuant to a convertible promissory note. The note bears interest at 8% per annum, has a maturity date of December 5, 2010 and has a 22% default interest rate should the note go into default. Asher has the right to immediately convert the note before the maturity date, into shares of the Company’s common stock at a discount of 42% of the average of the lowest 3 days’ trading prices of Common Stock of the 10 days prior to the conversion date. Since the note is immediately convertible into a variable number of shares based on a fixed monetary value we followed the guidance in ASC 480-10-25-14. This requires the note to be classified as a liability and reported at its full fair value, which is the fixed monetary value of shares into which the debt is convertible. The excess of the amount recognized as a liability for the convertible debt over the proceeds received upon issuance, $36,207, was recognized as interest expense on the date of issuance. On December 5, 2010 the Company defaulted on the note and per the note payable contract recorded a default amount due of $26,479 and the note interest per annum increased to 22%.

During the year ended December 31, 2010, the Company issued a total of 1,562,500 shares of common stock at an average conversion price of $.0032, or $5,000.

During the year ended December 31, 2011, the Company issued a total of 27,459,418 shares of common stock at an average conversion price of $.0039, or $108,149, as final repayment of the convertible promissory note at its full fair value. The balance of the convertible promissory note as of September 30, 2012 and as of December 31, 2011 was $0.

May 5, 2010 Note

On May 5, 2010 the Company borrowed $40,000 from Asher pursuant to a convertible promissory note. The note bears interest at 8% per annum and has a maturity date of February 7, 2011. Asher has the right to immediately convert the note before the maturity date, into shares of the Company’s common stock at a discount of 42% of the average of the lowest 3 days’ trading prices of Common Stock of the 10 days prior to the conversion date. Since the note is immediately convertible into a variable number of shares based on a fixed monetary value we followed the guidance in ASC 480-10-25-14. This requires the note to be classified as a liability and reported at its full fair value, which is the fixed monetary value of shares into which the debt is convertible. The excess of the amount recognized as a liability for the convertible debt over the proceeds received upon issuance, $28,966, was recognized as interest expense on the date of issuance.

During the year ended December 31, 2011, the Company issued a total of 40,464,215 shares of common stock at an average conversion price of $.0018, or $72,166, as final repayment of the convertible promissory note at its full fair value. The balance of the convertible promissory note as of September 30, 2012 and as of December 31, 2011 was $0.

F-11

May 27, 2010 Note

On May 27, 2010 the Company borrowed $45,000 from Asher pursuant to a convertible promissory note. The note bears interest at 8% per annum and has a maturity date of March 1, 2011. Asher has the right to immediately convert the note before the maturity date, into shares of the Company’s common stock at a discount of 42% of the average of the lowest 3 days’ trading prices of Common Stock of the 10 days prior to the conversion date. Since the note is immediately convertible into a variable number of shares based on a fixed monetary value we followed the guidance in ASC 480-10-25-14. This requires the note to be classified as a liability and reported at its full fair value, which is the fixed monetary value of shares into which the debt is convertible. The excess of the amount recognized as a liability for the convertible debt over the proceeds received upon issuance, $32,585, was recognized as interest expense on the date of issuance.

During the year ended December 31, 2011, the Company issued a total of 40,660,440 shares of common stock at an average conversion price of $.0020, or $80,786, as final repayment of the convertible promissory note at its full fair value. The balance of the convertible promissory note as of September 30, 2012 and as of December 31, 2011 was $0.

June 23, 2010 Note

On June 23, 2010 the Company converted $43,217 of accounts payable into an unsecured promissory note. The note bears interest at 6% per annum and is due on demand. The balance of the June 22, 2010 Note as of September 30, 2012 and December 31, 2011 was $43,217, net of debt discounts of $0.

June 29, 2010 Note

On June 29, 2010 the Company issued an unsecured promissory note to a professional services provider for $300,000 related to consulting services rendered. The note bears interest at 18% per annum and has a maturity date of July 1, 2010. The note agreement contains a 10% penalty clause if the Company fails to make payment at the maturity date. On July 2, 2010 the Company was in default of the note and recorded penalties of $30,296 to interest expense. During the year ended December 31, 2011, the professional services provider (“Assignor”) entered into $309,250 worth of certain assignment of debt agreements with several investors (“Assignees”) pursuant to which the Assignor granted, transferred and set over until the Assignees its right, title and interest in the June 29, 2010 Note including, without limitation, all rights, interest terms, benefits and advantages of the Assignor to be derived here from and burdens, obligations and liabilities to be derived thereunder. The Company did not pay cash or issue shares of common stock during the nine months ended September 30, 2012 and the year ended December 31, 2011 to the professional services provider on the June 29, 2010 Note. The balance of the June 29, 2010 Note owed to the professional services provider as of September 30, 2012 and as of December 31, 2011 was $21,046, net of debt discounts of $0.

During the nine months ended September 30, 2012, the Company issued a total of 324,285,714 shares of common stock at an average conversion price of $.00012, or $39,000, as repayment for several of the year ended December 31, 2011 Assigned June 29, 2010 Note. During the year ended December 31, 2011, the Company issued a total of 461,747,495 shares of common stock at an average conversion price of $.0013, or $588,075, as repayment for several of the year ended December 31, 2011 Assigned June 29, 2010 Note. $31,500 of the Assigned June 29, 2010 Note was consolidated into the June 16, 2012 Note. The Assigned June 29, 2010 Notes balances total $57,000 as of September 30, 2012 and $127,500 as of December 31, 2011, both net of debt discounts of $0.

September 29, 2010 Note

On September 29, 2010 the Company issued an unsecured promissory note to a professional services provider for $150,000 related to consulting services rendered. The note bears interest at 18% per annum and has a maturity date of September 30, 2010. The note agreement contains a 10% penalty clause if the Company fails to make payment at the maturity date. On October 1, 2010 the Company was in default of the note and recorded penalties of $15,074 to interest expense. During the nine months ended September 30, 2012, the professional services provider (“Assignor”) entered into $165,074 plus accrued interest worth of certain assignment of debt agreements with several investors (“Assignees”) pursuant to which the Assignor granted, transferred and set over until the Assignees its right, title and interest in all of the September 29, 2010 Note including, without limitation, all rights, interest terms, benefits and advantages of the Assignor to be derived here from and burdens, obligations and liabilities to be derived thereunder. The Company did not pay cash or issue shares of common stock during the nine months ended September 30, 2012 and the year ended December 31, 2011 to the professional services provider on the September 29, 2010 Note. The balance of the September 29, 2010 Note as of September 30, 2012 was $0 and as of December 31, 2011 was $165,074, both net of debt discounts of $0.

F-12

During the nine months ended September 30, 2012, the Company issued a total of 1,950,000,000 shares of common stock at an average conversion price of $.000097, or $190,000, as repayment in full of the nine months ended September 30, 2012 Assigned June 29, 2010 Note. The Assigned September 29, 2010 Notes balances total $0 as of September 30, 2012 and as of December 31, 2011, both net of debt discounts of $0.

October 15, 2010 Note 1

On October 15, 2010 the Company issued an unsecured promissory note to a professional services provider to settle $23,000 worth of accounts payable. The note bears interest at 15% per annum and had a maturity date of October 15, 2011. The balance of the October 15, 2010 Note 1 as of December 31, 2010 was $23,000. During the year ended December 31, 2011, the professional services provider (“Assignor”) entered into a $23,000 debt agreement with an investor (“Assignee”) pursuant to which the Assignor granted, transferred and set over until the Assignees its right, title and interest in the October 15 Note 1 including, without limitation, all rights, interest terms, benefits and advantages of the Assignor to be derived here from and burdens, obligations and liabilities to be derived thereunder plus $2,000 in additional principal recorded as interest expense. The Company did not pay cash or issue shares of common stock during the nine months ended September 30, 2012 and the year ended December 31, 2011 to the professional services provider on the October 15, 2010 Note 1. The balance of the October 15, 2010 Note 1 owed to the professional services provider as of September 30, 2012 and as of December 31, 2011 was $0, both net of debt discounts of $0.

The Assigned October 15, 2010 Note 1’s outstanding $25,000 principal and accrued interest was consolidated into the June 16, 2012 Note. The Assigned October 15, 2010 Note 1 assigned balance total as of September 30, 2012 was $0 and as of December 31, 2011 was $25,000, both net of debt discounts of $0.

October 15, 2010 Note 2

On October 15, 2010 the Company issued an unsecured promissory note to a professional services provider to settle $24,000 worth of accounts payable. The note bears interest at 15% per annum and had a maturity date of October 15, 2011. The balance of the October 15, 2010 Note 2 as of December 31, 2010 was $24,000. During the year ended December 31, 2011, the professional services provider (“Assignor”) entered into a $24,000 debt agreement with an investor (“Assignee”) pursuant to which the Assignor granted, transferred and set over until the Assignees its right, title and interest in the October 15 Note 2 including, without limitation, all rights, interest terms, benefits and advantages of the Assignor to be derived here from and burdens, obligations and liabilities to be derived thereunder plus $1,000 in additional principal recorded as interest expense. The Company did not pay cash or issue shares of common stock during the nine months ended September 30, 2012 and the year ended December 31, 2011 to the professional services provider on the October 15, 2010 Note 2. The balance of the October 15, 2010 Note 2 owed to the professional services provider as of September 30, 2012 and as of December 31, 2011 was $0, both net of debt discounts of $0.

The Assigned October 15, 2010 Note 2’s outstanding $25,000 principal and accrued interest was consolidated into the June 16, 2012 Note. The Assigned October 15, 2010 Note 2 assigned balance total as of September 30, 2012 was $0 and as of December 31, 2011 was $25,000, both net of debt discounts of $0.

December 14, 2010 Note

On December 14, 2010 the Company borrowed $9,902 from Evolution Capital (“Evolution”) pursuant to a convertible promissory note. The note bears interest at 24%, has a maturity date of May 14, 2011 and requires the Company to repay 110% of the amount borrowed. The Note also has a 36% default interest rate should the Note go into default. Evolution has the right to immediately convert the Note before the maturity date, into shares of the Company’s common stock at a discount of 65% of the average of the lowest 5 days’ trading prices of Common Stock of the 10 days prior to the conversion date. Since the note was immediately convertible into a variable number of shares based on a fixed monetary value the Company followed the guidance in ASC 480-10-25-14. This requires the note to be classified as a liability and reported at its full fair value, which is the fixed monetary value of shares into which the debt is convertible. The excess of the amount recognized as a liability for the convertible debt over the proceeds received upon issuance, $18,389, was recognized as interest expense on the date of issuance. The balance of the convertible promissory note as of December 31, 2011 at its full fair value was $28,291, net of debt discounts of $0.

F-13

During the nine months ended September 30, 2012, Evolution (as the “Assignor”) entered into $6,000 worth of certain assignment of debt agreements with a investor (“Assignee”) pursuant to which the Assignor granted, transferred and set over until the Assignees its right, title and interest in the December 14, 2010 Note including, without limitation, all rights, interest terms, benefits and advantages of the Assignor to be derived here from and burdens, obligations and liabilities to be derived thereunder. The Company did not pay cash or issue shares of common stock during the nine months ended September 30, 2012 to Evolution on the December 14, 2010 Note. The December 14, 2010 Note’s outstanding $3,902 principal plus accrued interest was consolidated into the June 16, 2012 Note. The December 14, 2010 Note balance as of September 30, 2012 owed to Evolution was $0, net of debt discounts of $0.

During the nine months ended September 30, 2012, the Company issued a total of 24,489,795 shares of common stock at an average conversion price of $.0002, or $6,000, as repayment in full of the nine months ended September 30, 2012 Assigned December 14, 2010 Note. The nine months ended September 30, 2012 Assigned December 14, 2010 Note balance total $0 as of September 30, 2012.

December 29, 2010 Note

On December 29, 2010 the Company issued an unsecured promissory note to a professional services provider for $50,000 related to consulting services rendered. The note bears interest at 18% per annum and has a maturity date of December 31, 2010. The note agreement contains a 10% penalty clause if the Company fails to make payment at the maturity date. On December 31, 2010 the Company was in default of the Note and recorded penalties of $5,049 to interest expense. The balance of the December 29, 2010 Note as of September 30, 2012 and December 31, 2011 was $55,049, net of debt discounts of $0.

January 24, 2011 Note

On January 24, 2011 the Company issued an unsecured promissory note to a professional services provider for $615 related to consulting services rendered. The note bears interest at 10% fixed rate per annum, has a maturity date of July 24, 2011 and has a 36% default interest rate should the note go into default. On July 25, 2011 the Company defaulted on the note and the note interest per annum increased to 36%. The note’s outstanding $615 principal plus accrued interest was consolidated into the June 16, 2012 Note. The balance of the January 24, 2011 Note as of September 30, 2012 was $0 and as of December 31, 2011 was $615, both net of debt discounts of $0.

February 2, 2011 Note

On February 2, 2011 the Company issued an unsecured promissory note to a professional services provider for $500, related to consulting services rendered. The note bears interest at 10% fixed rate per annum, has a maturity date of August 2, 2011 and has a 36% default interest rate should the note go into default. On August 3, 2011 the Company defaulted on the note and the note interest per annum increased to 36%. The note’s outstanding $500 principal plus accrued interest was consolidated into the June 16, 2012 Note. The balance of the February 2, 2011 Note as of September 30, 2012 was $0 and as of December 31, 2011 was $500, both net of debt discounts of $0.

February 24, 2011 Note

On February 24, 2011 the Company issued an unsecured promissory note to a professional services provider for $40,000, related to consulting services rendered. The note bears interest at 10% fixed rate per annum, has a maturity date of August 24, 2011 and has a 36% default interest rate should the note go into default. On August 25, 2011 the Company defaulted on the note and the note interest per annum increased to 36%. During the nine months ended September 30, 2012, the Company issued a total of 220,000,000 shares of common stock at an average conversion price of $.00011, or $24,000 as partial repayment of the note. The note’s remaining outstanding $16,000 principal and accrued interest was assigned and consolidated into the June 16, 2012 Note. The balance of the February 24, 2011 Note as of September 30, 2012 was $0 and as of December 31, 2011 was $40,000, both net of debt discounts of $0.

F-14

March 29, 2011 Note

On March 29, 2011 the Company issued an unsecured promissory note to a professional services provider for $50,000 related to consulting services rendered. The note bears interest at 12% per annum, has a maturity date of March 31, 2011 and has a 18% default interest rate should the note go into default. The note agreement contains a 10% penalty clause if the Company fails to make payment at the maturity date. On April 1, 2011 the Company was in default of the March 29, 2011 Note and recorded penalties of $5,000 to interest expense and the note interest per annum increased to 18%. The balance of the March 29, 2011 Note as of September 30, 2012 and December 31, 2011 was $50,000, net of debt discounts of $0.

March 31, 2011 Note

On March 31, 2011 the Company issued an unsecured promissory note to a professional services provider for $75,000 related to consulting services rendered. The note bears interest at 18% per annum and has a maturity date of September 30, 2011. The note agreement contains a 10% penalty clause if the Company fails to make payment at the maturity date. On October 1, 2011 the Company was in default of the March 31, 2011 Note and recorded penalties of $7,500 to interest expense. The balance of the March 31, 2011 Note as of September 30, 2012 and December 31, 2011 was $75,000, net of debt discounts of $0.

April 1, 2011 Note 1

On April 1, 2011 the Company issued an unsecured promissory note to a professional services provider for $1,336 related to consulting services rendered. The note bears interest at 10% fixed rate per annum, has a maturity date of October 1, 2011 and has a 36% default interest rate should the note go into default. On October 2, 2011 the Company defaulted on the note and the note interest per annum increased to 36%. The note’s outstanding $1,336 principal plus accrued interest was consolidated into the June 16, 2012 Note. The balance of the April 1, 2011 Note 1 as of September 30, 2012 was $0 and as of December 31, 2011 was $1,336, both net of debt discounts of $0.

April 1, 2011 Note 2

On April 1, 2011 the Company issued an unsecured promissory note to a professional services provider for $50,000, related to consulting services rendered. The note bears interest at 10% fixed rate per annum, has a maturity date of October 1, 2011 and has a 36% default interest rate should the note go into default. On October 2, 2011 the Company defaulted on the note and the note interest per annum increased to 36%. The note’s outstanding $50,000 principal and accrued interest was assigned and consolidated into the June 16, 2012 Note. The balance of the April 1, 2011 Note 2 as of September 30, 2012 was $0 and as of December 31, 2011 was $50,000, both net of debt discounts of $0.

April 20, 2011 Note

On April 20, 2011 the Company issued an unsecured promissory note to a professional services provider for $4,000 related to consulting services rendered. The note bears interest at 20% per annum and has a maturity date of October 20, 2011. The note agreement contains a change in the interest rate to 36% of the Company fails to make payment at the maturity date. On October 21, 2011 the note began accruing interest at the 36% default interest rate. The balance of the April 20, 2011 Note as of September 30, 2012 and December 31, 2011 was $4,000, net of debt discounts of $0.

May 12, 2011 Note

On May 12, 2011 the Company issued an unsecured promissory note to a professional services provider for $100,000, related to consulting services rendered. The note bears interest at 10% fixed rate per annum, has a maturity date of November 4, 2011 and has a 36% default interest rate should the note go into default. On November 5, 2011 the Company defaulted on the note and the note interest per annum increased to 36%. The note’s outstanding $100,000 principal plus accrued interest was consolidated into the June 16, 2012 Note. The balance of the May 12, 2011 Note as of September 30, 2012 was $0 and as of December 31, 2011 was $100,000, both net of debt discounts of $0.

F-15

June 24, 2011 Note

On June 24, 2011 the Company issued an unsecured convertible note in the principal amount of $20,000 in exchange for $20,000 in cash consideration. The note bears interest at 9.90% per annum, has a maturity date of June 24, 2012 and has a 20% default interest rate should the note go into default. During the nine months ended September 30, 2012, the Company issued a total of 449,689,800 shares of common stock at an average conversion price of $.00005, or $22,484 as repayment in full of the note, principal ($20,000) and accrued interest ($2,484). The balance of the June 24, 2011 Note as of September 30, 2012 was $0, net of debt discounts of $0 and as of December 31, 2011 was $10,383, net of debt discounts of $9,617.

July 1, 2011 Note 1

On July 1, 2011 the Company issued an unsecured convertible note to a professional services provider for $10,500 related to consulting services rendered. The note bears interest at 20% per annum and has a maturity date of January 1, 2012. During the year ended December 31, 2011, the professional services provider (“Assignor”) entered into a certain assignment of the July 1, 2011 Note with an investor (“Assignee”) pursuant to which the Assignor granted, transferred and set over until the Assignee its right, title and interest in the July 1, 2011 Note including, without limitation, all rights, interest terms, benefits and advantages of the Assignor to be derived here from and burdens, obligations and liabilities to be derived thereunder. On January 2, 2012 the Company defaulted on the note and the note interest per annum increased to 20%. The note’s outstanding Assigned $10,500 principal plus accrued interest was consolidated into the June 16, 2012 Note. The balance of the Assigned July 1, 2011 Note 1 owed to the Assignee as of September 30, 2012 was $0, net of debt discounts of $0 and as of December 31, 2011 was $10,363, net of debt discounts of $137.

July 1, 2011 Note 2

On July 1, 2011 the Company issued an unsecured convertible note to a professional services provider for $30,000, related to consulting services rendered. The note bears interest at 10% fixed rate per annum, has a maturity date of January 1, 2012 and has a 36% default interest rate should the note go into default. On January 2, 2012 the Company defaulted on the note and the note interest per annum increased to 36%. The note’s outstanding $30,000 principal and accrued interest was assigned and consolidated into the June 16, 2012 Note. The balance of the July 1, 2011 Note 2 as of September 30, 2012 was $0, net of debt discounts of $0 and as of December 31, 2011 was $29,912, net of debt discounts of $88.

July 26, 2011 Note

On July 26, 2011 the Company issued an unsecured convertible note in the principal amount of $12,300 in exchange for $12,300 in cash consideration. The note bears interest at 10% per annum and has a maturity date of January 26, 2012. The note agreement contains a change in the interest rate to 36% of the Company fails to make payment at the maturity date. On January 27, 2012 the Company defaulted on the note and the note interest per annum increased to 36%. The balance of the July 26, 2011 Note as of September 30, 2012 was $12,300, net of debt discounts of $0 and as of December 31, 2011 was $11,364, net of debt discounts of $936.

August 26, 2011 Note

On August 26, 2011 the Company issued an unsecured convertible note in the principal amount of $30,000 in exchange for $30,000 in cash consideration. The note bears interest at 9.9% per annum, has a maturity date of August 26, 2012 and has a 20% default interest rate should the note go into default. On August 27, 2012 the Company defaulted on the note and the note interest per annum increased to 20%. The balance of the August 26, 2011 Note as of September 30, 2012 was $30,000, net of debt discounts of $0 and as of December 31, 2011 was $10,410, net of debt discounts of $19,590.

September 19, 2011 Note

On September 19, 2011 the Company issued an unsecured convertible note in the principal amount of $30,000 in exchange for $30,000 in cash consideration. The note bears interest at 9.9% per annum, has a maturity date of September 19, 2012 and has a 20% default interest rate should the note go into default. On September 20, 2012 the Company defaulted on the note and the note interest per annum increased to 20%. The balance of the September 19, 2011 Note as of September 30, 2012 was $30,000, net of debt discounts of $0 and as of December 31, 2011 was $8,443, net of debt discounts of $21,557.

F-16

September 22, 2011 Note

On September 22, 2011 the Company issued an unsecured convertible note in the principal amount of $20,000 in exchange for $20,000 in cash consideration. The note bears interest at 8% per annum and has a maturity date of September 22, 2012. On September 23, 2012 the Company defaulted on the note. The balance of the September 22, 2011 Note as of September 30, 2012 was $20,000, net of debt discounts of $0 and as of December 31, 2011 was $10,310, net of debt discounts of $9,690.

September 30, 2011 Note

On September 30, 2011 the Company issued an unsecured promissory note to a professional services provider for $75,000 related to consulting services rendered. The note bears interest at 10% per annum and has a maturity date of March 31, 2012. On April 1, 2012 the Company defaulted on the note. The balance of the September 30 Note as of September 30, 2012 and as of December 31, 2011 was $75,000, both net of debt discounts of $0.

October 1, 2011 Note

On October 1, 2011 the Company issued an unsecured promissory note to a professional services provider for $40,700 related to consulting services rendered. The note bears interest at 10% per annum and has a maturity date of April 1, 2012. On April 2, 2012 the Company defaulted on the note. The balance of the October 1, 2011 Note as of September 30, 2012 and as of December 31, 2011 was $40,700, both net of debt discounts of $0.

October 7, 2011 Note

On October 7, 2011 the Company issued an unsecured promissory note in the principal amount of $25,000 in exchange for $25,000 in cash consideration. The note bears interest at 10% fixed interest per annum and has a maturity date of April 7, 2012. The note agreement contains a change in the interest rate to 36% of the Company fails to make payment at the maturity date. On April 8, 2012 the Company defaulted on the note and the note interest per annum increased to 36%. The note’s outstanding $25,000 principal plus accrued interest was consolidated into the June 16, 2012 Note. The balance of the October 7, 2011 Note as of September 30, 2012 was $0, net of debt discounts of $0 and as of December 31, 2011 was $17,791, net of debt discounts of $7,209.

October 31, 2011 Note

On October 31, 2011 the Company issued an unsecured promissory note in the principal amount of $25,000 in exchange for $25,000 in cash consideration. The note bears interest at 10% per annum and has a maturity date of April 30, 2012. On May 1, 2012 the Company defaulted on the note. The balance of the October 31, 2011 Note as of September 30, 2012 and as of December 31, 2011 was $25,000, both net of debt discounts of $0.

November 2, 2011 Note

On November 2, 2011 the Company issued an unsecured convertible note in the principal amount of $33,000 in exchange for $33,000 in cash consideration. The note bears interest at 8% per annum and has a maturity date of November 2, 2012. The balance of the November 2, 2011 Note as of September 30, 2012 was $33,000, net of debt discounts of $0 and as of December 31, 2011 was $5,319, net of debt discounts of $27,681.

December 13, 2011 Note

On December 13, 2011 the Company issued an unsecured convertible note to a professional services provider for $7,000 related to consulting services rendered. The note bears interest at 12% per annum, has a maturity date of June 13, 2012 and has a 24% default interest rate should the note go into default. On June 14, 2012 the Company defaulted on the note and the note interest per annum increased to 24%. The note’s outstanding $7,000 principal plus accrued interest was consolidated into the June 16, 2012 Note. The balance of the December 13, 2011 Note as of September 30, 2012 was $0, net of debt discounts of $0 and as of December 31, 2011 was $3,602, net of debt discounts of $3,399.

F-17

December 30, 2011 Note 1

On December 30, 2011 the Company issued an unsecured promissory note to a professional services provider for $75,000 related to consulting services rendered. The note bears interest at 10% per annum and has a maturity date of June 30, 2012. On July 1, 2012 the Company defaulted on the note. The balance of the December 30, 2011 Note 1 as of September 30, 2012 and as of December 31, 2011 was $75,000, both net of debt discounts of $0.

December 30, 2011 Note 2

On December 30, 2011 the Company issued an unsecured promissory note in the principal amount of $25,000 in exchange for $25,000 in cash consideration. The note bears interest at 10% per annum and has a maturity date of June 30, 2012. On July 1, 2012 the Company defaulted on the note. The balance of the December 30, 2011 Note 2 as of September 30, 2012 and as of December 31, 2011 was $25,000, both net of debt discounts of $0.

December 30, 2011 Note 3

On December 30, 2011 the Company issued an unsecured promissory note in the principal amount of $22,000 in exchange for $22,000 in cash consideration. The note bears interest at 10% per annum and has a maturity date of June 30, 2012. On July 1, 2012 the Company defaulted on the note. The balance of the December 30, 2011 Note 3 as of September 30, 2012 and as of December 31, 2011 was $22,000, both net of debt discounts of $0.

January 13, 2012 Note

On January 13, 2012 the Company borrowed $25,000 pursuant to an unsecured convertible note. The note bears interest at 12% per annum and has a maturity date of July 13, 2012. The note agreement contains a change in the interest rate to 24% default interest rate should the note go into default. The note’s outstanding $25,000 principal and accrued interest was consolidated into the June 16, 2012 Note. The balance of the January 13, 2012 Note as of September 30, 2012 was $0, net of debt discounts of $0.

January 24, 2012 Note

On January 24, 2012 the Company borrowed $16,500 pursuant to an unsecured convertible note. The note bears interest at 7% per annum and has a maturity date of September 24, 2013. The note agreement contains a change in the interest rate to 20% default interest rate should the note go into default. The balance of the January 24, 2012 Note as of September 30, 2012 was $6,950, net of debt discounts of $9,550.

F-18

February 15, 2012 Note

On February 15, 2012 the Company borrowed $22,500 pursuant to an unsecured promissory note. The note bears interest at 12% per annum and has a maturity date of August 15, 2012. The note agreement contains a change in the interest rate to 24% default interest rate should the note go into default. The note’s outstanding $22,500 principal and accrued interest was assigned and consolidated into the June 16, 2012 Note. The balance of the February 15, 2012 Note as of September 30, 2012 was $0, net of debt discounts of $0.

February 20, 2012 Note

On February 20, 2012 the Company issued an unsecured convertible note to a professional services provider for $40,000 related to consulting services rendered. The note bears interest at 12% per annum and has a maturity date of August 20, 2012. The note agreement contains a change in the interest rate to 24% default interest rate should the note go into default. The note’s outstanding $40,000 principal and accrued interest was assigned and consolidated into the June 16, 2012 Note. The balance of the February 20, 2012 Note as of September 30, 2012 was $0, net of debt discounts of $0.

February 28, 2012 Note

On February 28, 2012 the Company borrowed $20,000 pursuant to an unsecured promissory note. The note bears interest at 10% per annum and has a maturity date of August 28, 2012. On August 29, 2012 the Company defaulted on the note. The balance of the February 28, 2012 Note as of September 30, 2012 was $20,000, net of debt discounts of $0.

March 7, 2012 Note

On March 7, 2012 the Company borrowed $10,000 pursuant to an unsecured convertible note. The note bears interest at 7% per annum and has a maturity date of January 24, 2013. The note agreement contains a change in the interest rate to 20% default interest rate should the note go into default. The balance of the March 7, 2012 Note as of September 30, 2012 was $6,943, net of debt discounts of $3,057.

May 16, 2012 Note

On May 16, 2012 the Company borrowed $20,000 pursuant to an unsecured convertible note. The note bears interest at 15% per annum and has a maturity date of February 16, 2013. The note agreement contains a change in the interest rate to $500 per day default interest rate (or the highest rate allowed by law) should the note go into default. The balance of the May 16, 2012 Note as of September 30, 2012 was $14,964, net of debt discounts of $5,036.

May 23, 2012 Note

On May 23, 2012 the Company borrowed $15,000 pursuant to an unsecured convertible note. The note bears interest at 15% per annum and has a maturity date of May 23, 2013. The note agreement contains a change in the interest rate to $500 per day default interest rate (or the highest rate allowed by law) should the note go into default. The balance of the May 23, 2012 Note as of September 30, 2012 was $6,842, net of debt discounts of $8,158.

F-19

June 16, 2012 Note

On June 16, 2012 the Company issued a $700,000 unsecured convertible note in exchange for consolidating the unsecured notes’ outstanding principal and accrued interest that are identified below. The principal total of the notes consolidated into the June 16, 2012 Note was $544,787 with the Company recognizing the additional $155,213 principal as consulting services expense. The note bears interest at 6% per annum and has a maturity date of June 16, 2014. The note agreement contains a change in the interest rate to 20% default interest rate should the note go into default. The balance of the June 16, 2012 Note as of September 30, 2012 was $700,000, net of debt discounts of $0.

Notes consolidated into the June 16, 2012 Note

June 29, 2010 Note for consulting services, an assignee – $19,000 remaining assigned principal plus accrued interest

June 29, 2010 Note for consulting services, an assignee – $12,500 remaining assigned principal plus accrued interest

October 15, 2010 Note 1 for consulting services, an assignee – $25,000 assigned principal plus accrued interest

October 15, 2010 Note 2 for consulting services, an assignee – $25,000 assigned principal plus accrued interest

December 14, 2010 Note for cash received – $3,902 remaining principal plus accrued interest

January 24, 2011 Note for consulting services – $615 principal plus accrued interest

February 2, 2011 Note for consulting services – $500 principal plus accrued interest

February 24, 2011 Note for consulting services, an assignee – $16,000 remaining assigned principal plus accrued interest

April 1, 2011 Note 1 for consulting services – $1,336 principal plus accrued interest

April 1, 2011 Note 2 for consulting services, an assignee – $50,000 assigned principal plus accrued interest

May 12, 2011 Note for consulting services – $100,000 principal plus accrued interest

July 1, 2011 Note 1 for consulting services, an assignee – $10,500 assigned principal plus accrued interest

July 1, 2011 Note 2 for consulting services, an assignee – $30,000 assigned principal plus accrued interest

October 7, 2011 Note for cash received – $25,000 principal plus accrued interest

December 13, 2011 Note for consulting services – $7,000 principal plus accrued interest

January 13, 2012 Note for cash received – $25,000 principal plus accrued interest

February 15, 2012 Note for consulting services, an assignee – $22,500 assigned principal plus accrued interest

February 20, 2012 Note for consulting services, an assignee – $40,000 assigned principal plus accrued interest

July 2, 2012 Note

On July 2, 2012 the Company borrowed $15,000 pursuant to an unsecured convertible note. The note bears interest at 15% per annum and has a maturity date of July 2, 2013. The note agreement contains a change in the interest rate to $500 per day default interest rate (or the highest rate allowed by law) should the note go into default. The balance of the July 2, 2012 Note as of September 30, 2012 was $5,610, net of debt discounts of $9,390.

F-20

Note 6 – Capital Stock

Common Stock

Common Shares Issued for Services

During the nine months ended September 30, 2012, the Company issued a total of 1,037,000,000 shares of common stock at an average per share purchase price of $0.00025, or $259,750. The Company issued these shares as payment for various outside services received including legal, investor relations, consulting and marketing related services and recorded the value in general and administrative expenses during the nine months ended September 30, 2012.

Common Shares Issued for Employees Compensation

During the nine months ended September 30, 2012, the Company issued a total of 13,445,378,151 shares of common stock to employees as bonuses at an average price of $0.0001 or $1,344,536 in the aggregate and was valued at the market price on the respective dates of issuance.

Common Shares Issued for Debt and Accrued Interest

During the nine months ended September 30, 2012, the Company issued a total of 11,318,465,309 shares of common stock at an average price of $0.0001 or $1,235,627 in the aggregate, as discussed in Note 5.

Common Shares Issued for Accrued Salary

During the nine months ended September 30, 2012, the Company issued a total of 30,000,000,000 shares of common stock at an average price of $0.000003 or $100,000 in the aggregate and was valued at the market price on the respective date of issuance.

Common Stock converted to Class B Preferred Stock

During the nine months ended September 30, 2012, 25,445,378,151 shares of Common Stock were converted to 2,500,000 shares of Class B Preferred Stock at the conversion rate of $10.18.

Class A Preferred Stock

Class A Preferred Shares Issued for Services

During the nine months ended September 30, 2012, the Company issued 5 shares of the Company’s Class A Preferred stock at a price of $67,394 for $336,970 as consideration for services rendered to the Company.

Class B Preferred Stock

Class B Preferred Shares Issued for Services

During the nine months ended September 30, 2012, the Company issued a total of 1,009, shares of Class B Preferred stock at an average per share purchase price of $2.50, or $2,523. The Company issued these shares as payment for various outside services received including consulting and marketing related services and recorded the value in administrative expenses during the nine months ended September 30, 2012.

F-21

Stock Options/Stock-Based Compensation and Warrants

Changes in stock options for the nine months ended September 30, 2012 consisted of the following:

	Number of shares		Weighted Average Exercise Price		Remaining Contractual Term (in years)		Intrinsic Value
Beginning balance January 1, 2012		100,500,000	$	0.01		2.84
Granted		-	$	-		-
Exercised		-	$	-		-
Forfeited/expired		-	$	-		-
Outstanding at September 30, 2012		100,500,000	$	0.01		2.09
Exercisable		100,500,000	$	0.01		2.09	$	-

Weighted average fair value of options granted during nine months ended September 30, 2012			$	-

The following table summarizes information about stock options outstanding at September 30, 2012:

		Options Outstanding					Options Exercisable
Range of Exercise Prices		Number Outstanding	Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price
	$0.01-$1.00	100,500,000		2.09	$	0.01	100,500,000	$	0.01

Note 7 – Subsequent Events

Subsequent New Debt

March 12, 2013 Note

On March 12, 2013 the Company borrowed $14,000 pursuant to an unsecured convertible note. The note bears interest at 10% per annum and has a maturity date of March 12, 2014. The note agreement contains a change in the interest rate to 20% default interest rate should the note go into default.

April 17, 2013 Note

On April 17, 2013 the Company borrowed $3,000 pursuant to an unsecured promissory note. The note bears interest at 10% per annum and has a maturity date of June 15, 2013.

April 27, 2013 Note

On April 27, 2013 the Company borrowed $700 pursuant to an unsecured promissory note. The note bears interest at 10% per annum and has a maturity date of August 25, 2013.

F-22

May 19, 2014 Note

On May 19, 2014 the Company entered into a $60,000 unsecured convertible note for $50,000 cash to be borrowed during the the year ended December 31, 2014 plus a total of $10,000 in loan fees the Company recorded as an administrative expense as cash was borrowed. The note bears interest at 8% per annum and has a maturity date of September 10, 2015. The note agreement contains a change in the interest rate to 20% default interest rate should the note go into default and required 300,000,000 shares of Company’s common stock to be reserved, but was cancelled on October 8, 2014.

During the nine months ended June 30, 2014 the Company borrowed $10,000 cash and incurred $2,000 in loan fees. During the nine months ended September 30, 2014 the Company borrowed $5,000 cash and incurred $1,000 in loan fees. During the nine months ended December 31, 2014 the Company borrowed $35,000 cash and incurred $7,000 in loan fees.

August 13, 2014 Note

On August 13, 2014 the Company borrowed $33,000 pursuant to a discounted unsecured convertible note amount of $46,500. The Company recorded the $13,500 discount as an administrative expense. The note bears interest at 12% per annum and has a maturity date of February 13, 2015. The note agreement required 3,000,000,000 shares of Company’s common stock to be reserved, but was cancelled on September 23, 2014.

September 10, 2014 Note

On September 10, 2014 the Company entered into a $29,000 unsecured convertible note for $25,000 cash borrowed during the nine months ended June 30, 2012 plus $4,000 in loan fees the Company recorded as an administrative expense. The note bears interest at 8% per annum and has a maturity date of September 10, 2015. The note agreement contains a change in the interest rate to 20% default interest rate should the note go into default.

January 30, 2015 Note

On January 30, 2015 the Company borrowed $4,200 pursuant to a discounted unsecured convertible note amount of $5,040. The Company recorded the $840 discount as an administrative expense. The note bears interest at 8% per annum and has a maturity date of January 30, 2016. The note agreement contains a change in the interest rate to 18% default interest rate should the note go into default and requires the Company to reserve 100,000,000 shares of the Company’s common stock.

Subsequent New Debt - Related Party

September 26, 2013 Note

On September 26, 2013 the Company issued an unsecured promissory note to Corporate Business Advisors, Inc. for $150,000 as part of a non-cash select assets and liabilities purchase agreement. The note bears no interest and has a maturity date of August 31, 2014.

December 17, 2014 Note

On December 17, 2014 the Company entered into a $25,000 unsecured convertible note with Corporate Business Advisors, Inc. for $24,500 in total cash loans to date plus $500 in documentation fees the Company recorded as an administrative expense. The note bears interest at 18% per annum and has a maturity date of February 17, 2015.

F-23

Subsequent Sales of Unregistered Securities

Date	Purchaser	Shares		Price per share		Amount $		Consideration	Class/Series
October 4, 2012	Note Holder		3,000,000,000	$	0.0001	$	300,000	Conversion of Company debt	Common stock
October 4, 2012	Note Holder		3,000,000,000	$	0.0001	$	300,000	Conversion of Company debt	Common stock
October 4, 2012	Note Holder		3,000,000,000	$	0.0001	$	300,000	Conversion of Company debt	Common stock
October 4, 2012	Note Holder		2,250,000,000	$	0.0001	$	225,000	Conversion of Company debt	Common stock
October 19, 2012	Note Holder		2,000,000,000	$	0.0001	$	200,000	Conversion of Company debt	Common stock
February 8, 2013	Officer at time of issuance		1,200,000	$	0.0001	$	120.00	Conversion of 12,000,000,000 shares of Common stock	Series B Preferred stock
February 8, 2013	Officer at time of issuance		600,000	$	0.0001	$	60.00	Conversion of 6,000,000,000 shares of Common stock	Series B Preferred stock
February 28, 2013	Unaffiliated party		50,000,000	$	0.0001	$	5,000.00	Services	Common stock
February 28, 2013	Unaffiliated party		125,000,000	$	0.0001	$	12,500.00	Conversion of accrued expenses	Common stock
February 28, 2013	Unaffiliated party		125,000,000	$	0.0001	$	12,500.00	Conversion of accrued expenses	Common stock
March 12, 2013	Unaffiliated party		2,040,000,000	$	0.0001	$	204,000.00	Conversion of Company debt	Common stock
March 12, 2013	Unaffiliated party		2,323,000,000	$	0.0001	$	232,300.00	Conversion of Company debt	Common stock
April 5, 2013	Unaffiliated party		689,344,200	$	0.0000	$	34,467.00	Conversion of Company debt	Common stock
April 5, 2013	Unaffiliated party		685,438,400	$	0.0001	$	34,271.92	Conversion of Company debt	Common stock
April 5, 2013	Unaffiliated party		355,188,400	$	0.0001	$	17,759.42	Conversion of Company debt	Common stock
June 24, 2013	Officer at time of issuance		850,000,000	$	0.0010	$	810,000.00	Conversion of accrued salary	Common stock
June 24, 2013	Officer at time of issuance		866,000,000	$	0.0010	$	826,000.00	Conversion of accrued salary	Common stock
June 24, 2013	Officer at time of issuance		572,500,000	$	0.0010	$	552,507.00	Conversion of accrued salary	Common stock
December 31, 2013	Officer of Company		600,000,000	$	0.0001	$	60,000.00	Services	Common stock

F-24

Subsequent Sales of Unregistered Securities (Continued)

Date	Purchaser	Shares		Price per share		Amount $		Consideration	Class/Series
December 31, 2013	Officer of Company		600,000,000	$	0.0001	$	60,000.00	Services	Common stock
December 31, 2013	Affiliate of Company		600,000,000	$	0.0001	$	60,000.00	Services	Common stock
December 31, 2013	Officer of Company		2	$	67,394.00	$	134,788.00	Services	Series A Preferred stock
December 31, 2013	Officer of Company		1	$	67,394.00	$	67,394.00	Services	Series A Preferred stock
December 31, 2013	Affiliate of Company		12	$	67,394.00	$	808,728.00	Services	Series A Preferred stock
January 31, 2014	Affiliate of Company		3,796,521,515	$	0.00003	$	113,895.65	Direct investment pursuant to the terms of a Securities Purchase Agreement	Restricted Common stock
January 31, 2014	Affiliate of Company		2	$	1,670.00	$	3,340.00	Direct investment pursuant to the terms of a Securities Purchase Agreement	Series A Preferred stock
January 31, 2014	Affiliate of Company		441,930	$	0.75	$	331,447.50	Direct investment pursuant to the terms of a Securities Purchase Agreement	Series B Preferred stock
March 25, 2014	Unaffiliated party		100,000,000	$	0.0001	$	10,000.00	Services	Common stock
March 31, 2014	Affiliate of Company		266,666,667	$	0.00007	$	20,000.00	Direct investment pursuant to the terms of a Securities Purchase Agreement	Restricted Common stock
April 14, 2014	Affiliate of Company		1,750,000,000	$	0.002	$	4,142,300.16	Conversion of 700,000 shares of Series B Preferred stock	Common stock
May 16, 2014	Unaffiliated party		860,000,000	$	0.0001	$	86,000.00	Services	Common stock
June 16, 2014	Unaffiliated party		1,428,571,429	$	0.00007	$	100,000.00	Conversion of Company debt	Common stock
September 23, 2014	Assignee of debtor		3,167,500,000	$	0.00002	$	55,082.83	Conversion of accrued other liabilities	Common stock
October 8, 2014	Unaffiliated party		183,690	$	1.00	$	183,690.00	Conversion of 1,836,896,308 shares of Common stock	Series B Preferred stock

F-25

Subsequent Other Material Agreements

On January 24, 2014, the Company signed a letter of intent (the “LOI”) and a collaborative effort agreement (the “CE Agreement”) with Shredderhotline.com Company (“Shredderhotline”) and Dan Scott Burda, Shredderhotline’s President/Owner. The LOI includes a stock purchase equal to 10% of each stock classes’ authorized shares at the time of execution in exchange for $448,683 in total cash and other assets to the Company. The cash portion is $44,868. The shares by stock class issued February 4, 2014 was two restricted shares of the Company’s Class A preferred stock, 441,930 restricted shares of the Company’s Class B preferred stock and 3,796,521,515 restricted shares of the Company’s common stock. In general, the CE Agreement is a long-term collaboration with the intent of the Company receiving over time all of Shredderhotline’s assets, including complete customer database, shredder patents and recycle plant designs. In addition, the CE Agreement provides that the two ranking executive officers of both companies will collaborate on future sales and operations within a newly formed wholly owned subsidiary of the Company, Garb Global Services, Inc. (“Garb Global”).

On November 18, 2014, the Company and Shredderhotline mutually determined that their business interests had diverged and the Company and Shredderhotline released one another from their rights and obligations under the letter of intent and collaborative effort agreements, both dated January 24, 2014. Garb Global will continue as an operating subsidiary of the Company.

On May 7, 2014, the Company entered into a letter of intent with Pro Peke Power LLC to lease to own an office and warehouse’s 16,838 square foot portion of the property’s total 55,785 square foot space located at 1185 Gooden Xing, Largo, Florida. Lease payments are $7,000 per month with $5,000 per month being applied to the $1,385,000 purchase price. A cash deposit of $7,000 is also being applied to the purchase price. On June 16, 2014, the Company entered into the lease to own agreement with the aforementioned terms of the May 7, 2014 letter of intent. Since the lease is considered a capital lease, the Company recorded the $1,385,000 as a building asset and accrued other liability. On September 1, 2014, the Company began occupancy. The property purchase is expected to close early in the nine months ended June 30, 2015.

On June 18, 2014, the Company entered into an asset purchase agreement to acquire all of the assets of Chubby Glass, LLC located in Boulder, Colorado for $189,000 cash terms. On September 26, 2014, the Company also entered into a five year employment agreement with one of Chubby Glass LLC’s principals, Eric Ernst, that commences on the closing date at a salary of $5,000 per month. The acquisition is expected to close early in the nine months ended June 30, 2015.

F-26

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Company has a long history in the fast growing industry of waste recycling and specifically related to waste-to-energy, upon which the Company is building. Garb is organized to utilize both next-generation machines and new technologies to vertically integrate into the waste refinement, recycling and energy industries. The current revised company emphasis (effective August 21, 2013) is in profitable new and “green” solutions for waste-to-energy, alternate energy sources, gas drilling, fuel enhancements, improving energy usage efficiency and utilizing recycled material in producing both useful and desirable products manufactured in its own plants. The Company’s use of its first industrial manufacturing property and equipment will be to manufacture wood pellets to be used as an alternate power fuel and for farm and agricultural applications. In addition, this manufacturing facility will utilize power saving technology including the use of recycled materials as fuel that will result in lower operating costs. Also, excess electricity will be generated that may be sold back to the power company, thereby generating an additional source of revenue.

Garb Oil & Power Corporation (the “Company” or “Garb”) was incorporated in the State of Utah in 1972 under the name Autumn Day, Inc. The Company changed its name to Energy Corporation International in 1978 and to Garb-Oil Corporation of America in 1981, which marked the start of the Company’s development state in the energy and recycling industries. The Company changed its name to Garb Oil & Power Corporation in 1985 and then to Garb Corporation in May 2013. In February 2014, the Company changed its name back to Garb Oil & Power Corporation. The Company’s activities have consisted of raising capital and developing technology related to waste-to-energy electricity production, pyrolysis (extraction of oil, carbon, and steel from used tires), and recovery of used rubber from large off-the-road tires, repair and sale of used truck tires, sale of new truck tires and sale of industrial shredders.

On January 15, 2010, RPS purchased 80% of the issued and outstanding stock of Newview S.L., a company organized under the laws of Spain (“Newview”). The Company has been unable to determine whether Newview is currently active.

The Company’s auditor for 2009 and 2010 was also engaged by current management to audit years 2011 through 2014 and review the first three quarters of years 2012 through 2014.

The Company’s financial statements from the year ended December 31, 2009 through the six months ended June 30, 2013 each contains its audited or reviewed, as the case may be, consolidated financial statements for the Company and its subsidiaries, which includes RPS consolidated financials that were converted into United States Dollars (USD). The Company has included RPS and Newview as Company subsidiaries and accounted for as entities under common control, since RPS, Newview, and the Company had common management during this period of time. As the transaction combines two commonly controlled entities that historically, prior to October 27, 2009, have not been presented together, the resulting financial statements are, in effect, considered those of a different reporting entity. This resulted in a change in reporting entity, which required retrospectively combining the entities for all periods presented as if the combination had been in effect since inception of common control. The financial information of previously separate entities, prior to the acquisition date, is now shown as combined. The former management left the Company during the nine months ended September 30, 2013 (on August 21, 2013). Therefore beginning with the nine months ended September 30, 2013, entities under common control ceased to exist since the Company did not have the same management as RPS and Newview and the Company’s financial statements omit the RPS and Newview financial statements.

On January 24, 2014, the Company signed a letter of intent (the “LOI”) and a collaborative effort agreement (the “CE Agreement”) with Shredderhotline.com Company (“Shredderhotline”) and Dan Scott Burda, Shredderhotline’s President/Owner. In general, the CE Agreement provides that the two ranking executive officers of both companies will collaborate on future sales and operations within a newly formed wholly owned subsidiary of the Company, Garb Global Services, Inc. (“Garb Global”). On November 18, 2014, the Company and Shredderhotline mutually determined that their business interests had diverged and the Company and Shredderhotline released one another from their rights and obligations under the LOI and CE Agreement both dated January 24, 2014. Garb Global will continue as an operating subsidiary of the Company.

Our Industry

The industry in which Garb is operating is still in its maturing stages. Technological developments, the economic climate and the growing global awareness of waste as a possible raw material resource, have changed the recycling industry, placing demands on the industry for new products and for new solutions. Garb is dedicated to creating products that increases energy efficiency and reduces the carbon footprint while helping to preserve the environment. With its knowledge of solutions, its comprehensive product portfolio, its experience and, above all, with personnel and advisors who understand the industry, Garb will provide superior products and services into profitable solutions that will provide the Company with a competitive advantage in the market and do our part in making the world a greener place while passing cost savings on tour customers.

Our Markets

Tires and Commercial Waste Shredders: Garb’s past has been resurrected by current management, new truck tires and commercial waste shredders. In addition, Garb is currently in the development stage to enter into the retread truck tire production and sales market.

Waste-to-Energy: Waste-to-energy is considered a renewable resource since its fuel source, garbage and other materials that have been destined to landfills, is sustainable and non-depletable. According to the U.S. Environmental Protection Agency, waste-to-energy is a “clean, reliable, renewable source of energy.”

In 2012, Americans generated about 251 million tons of trash and recycled and composted almost 87 million tons of this material, equivalent to a 34.5 percent recycling rate.

Opportunities abound in the recycling industry to produce power and Garb is developing this area.

Biomass and Alternate Fuels: The United States has been moving towards greater energy independence and the increase of clean renewable fuels. Biofuel is simple to use, biodegradable, nontoxic, and essentially free of sulfur and aromatics. Alternate energy sources can produce more net energy for less money than current technologies. Garb is currently pursuing multiple avenues in this growing arena.

Hemp and Medical Marijuana Paraphernalia: Within the cannabis industry, Garb has interest in the potential use of hemp as one of the raw materials utilized in the production of alternate fuels and energy. To further these endeavors, Garb has begun to create the Company’s first medical marijuana paraphernalia production operation in the State of Colorado.

Patents, Trademarks and Proprietary Data

The Company has received United States Patent No. 5,299,748 on the OTR Tire Disintegrator System design which expired April 5, 2011, Patent No. 5,590,838 which expired January 7, 2014 and patent number 6,015,105 which expires January 18, 2018. An additional patent improvement was granted in Canada on July 6, 1999 as Canadian Patent No. 2,178,326 which expires March 23, 2015.

Current Management Overview

Current management of the Company is pursuing avenues of generating cash or revenues during the next twelve months. The Company is pursuing sales of new truck tires and commercial waste shredders and is developing waste-to-energy, biomass alternate fuels including hemp and medical marijuana paraphernalia manufacturing operations. The Company continues to pursue financing to build and operate its own manufacturing plants. We believe that our current Company personnel and advisors have the necessary industry expertise and marketing skills to implement our current business model.

Results of Operations

Comparison of the Three Months Ended September 30, 2012 and September 30, 2011

Revenues

During the three months ended September 30, 2012 and September 30, 2011 the Company recognized no revenues from sales.

General and Administrative Expenses

General and administrative expenses decreased $296,917 to $1,680,969 for the three months ended September 30, 2012, from $1,977,886 for the three months ended September 30, 2011. The decrease was primarily related to travel expenses decreasing $200,876.

Other Income (Expense)

Other income (expense) decreased by $282,206 to $(873,037) for the three months ended September 30, 2012, from $(590,831) for the three months ended September 30, 2011. The decrease in expense was primarily due a decrease in interest expense due to an improved mix of interest terms.

Net Loss

Comprehensive loss was $2,554,006 and $2,517,012 for the three months ended September 30, 2012 and September 30, 2011, respectively. Net loss was attributable to a lack of revenue, together with the substantial loss on conversion of debt and settlement of accrued interest, as discussed above. We expect to continue to incur losses until such time as we can begin to generate significant revenue from operations.

Comparison of the Nine Months Ended September 30, 2012 and September 30, 2011

Revenues

During the nine months ended September 30, 2012 and September 30, 2011 the Company recognized no revenues from sales.

General and Administrative Expenses

General and administrative expenses increased $124,777 to $2,870,325 for the nine months ended September 30, 2012, from $2,745,548 for the nine months ended September 30, 2011. The increase was related to an increase in employee compensation of $400,249. The increase was partially offset by a decrease in travel expenses of $200,876.

Other Income (Expense)

Other income (expense) decreased by $139,093 to $(1,347,865) for the nine months ended September 30, 2012, from $(1,208,772) for the nine months ended September 30, 2011. The decrease in expense was primarily due a decrease of $(302,393) in interest expense due to an improved mix of interest terms. The decrease was partially offset by an increase in loss on extinguishment of debt of $438,892.

Net Loss

Comprehensive loss was $4,218,190 and $3,950,812 for the nine months ended September 30, 2012 and September 30, 2011, respectively. Net loss was attributable to a lack of revenue, together with the substantial loss on conversion of debt and settlement of accrued interest, as discussed above. We expect to continue to incur losses until such time as we can begin to generate significant revenue from operations.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. The Company is not generating significant revenues. Operating expenses for the Company have been paid in part from short-term unsecured notes and the issuance of Company stock. The Company also has a working capital deficit of $6,292,374 and stockholders’ deficit of $6,304,261 at September 30, 2012.

The Company has incurred and continued to incur indebtedness in order to finance its operations. As of September 30, 2012, the Company’s total liabilities were $6,308,174, with a working capital deficit of $6,292,374. See Note 4 – Related Party Transactions and Note 5 – Notes Payable of the Company’s unaudited financial statements appearing elsewhere in this quarterly report on Form 10-Q.

Net cash used in operating activities was $(161,544) and $(189,177) for the nine months ended September 30, 2012 and September 30, 2011, respectively. Cash was primarily used to fund our net losses from operations.

The Company used $0 net cash in investing activities for the nine months ended September 30, 2012 and September 30, 2011, respectively.

Net cash provided by financing activities was $144,000 and $232,890 for the nine months ended September 30, 2012 and September 30, 2011, respectively. During the nine months ended September 30, 2012, we received cash of $144,000 from the issuance of notes payable, of which $0 cash was used as repayments of financing activities.

Going Concern

The financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated sufficient revenues in the last two years to cover all operating and overhead costs, and has never paid any dividends and is unlikely to pay dividends in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of September 30, 2012, our company has accumulated losses of $12,860,399. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above in their report on the financial statements for the year ended December 31, 2011, the Company’s independent auditors have included an explanatory paragraph regarding concerns about our ability to continue as a going concern. The continuation of our business is dependent upon our ability to raise additional financial support. The issuance of additional equity securities by the Company could result in a significant dilution in the equity interests of our current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable

Item 4. Controls and Procedures

Under the supervision and with the participation of our current management, including our Chief Executive Officer and Corporate Secretary as our Principal Accounting Officer (the “Certifying Officers”), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of September 30, 2012. Based upon that evaluation, the Certifying Officers concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective.

We believe that our unaudited consolidated financial statements contained in this quarterly report on Form 10-Q fairly present our financial position, results of operations and cash flows for the nine months ended September 30, 2012 in all material respects.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control Over Financial Reporting.

There have been no changes in our internal control over financial reporting during the last fiscal quarter covered by this quarterly report on Form 10-Q that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – Other Information

Item 1. Legal Proceedings

We are not a party to any material litigation, nor to the knowledge of management, is any litigation threatened against us that may materially affect us.

Item 1A. Risk Factors

Not required for smaller reporting companies.

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

Date	Purchaser	Shares			Price per share		Amount $			Consideration	Class/Series
January 9, 2012	Unaffiliated party		75,000,000		$	0.0007	$	52,500		Services	Common stock
January 9, 2012	Unaffiliated party		50,000,000		$	0.0007	$	35,000		Services	Common stock
January 9, 2012	Officer at time of issuance		1		$	67,394.00	$	67,394		Services	Series A Preferred stock
January 9, 2012	Officer at time of issuance		1		$	67,394.00	$	67,394		Services	Series A Preferred stock
January 9, 2012	Officer at time of issuance		1		$	67,394.00	$	67,394		Services	Series A Preferred stock
January 19, 2012	Assignee of Note Holder		24,489,795		$	0.0007	$	17,143		Conversion of Company debt	Common stock
January 26, 2012	Unaffiliated party		10,000,000		$	0.0007	$	7,000		Services	Common stock
February 2, 2012	Note Holder		71,428,571		$	0.0005	$	35,714		Conversion of Company debt	Common stock
February 2, 2012	Assignee of Note Holder		71,428,571		$	0.0005	$	35,714		Conversion of Company debt	Common stock
February 21, 2012	Assignee of Note Holder		75,000,000		$	0.0004	$	30,000		Conversion of Company debt	Common stock
February 22, 2012	Unaffiliated party		2,500,000		$	0.0005	$	1,250		Services	Common stock
February 29, 2012	Note Holder		110,000,000		$	0.0002	$	16,500		Conversion of Company debt	Common stock
March 1, 2012	Assignee of Note Holder		71,428,571		$	0.0004	$	28,571		Conversion of Company debt	Common stock
March 2, 2012	Assignee of Note Holder		125,000,000		$	0.0002	$	25,000		Conversion of Company debt	Common stock
March 7, 2012	Unaffiliated party		(500,000	)	$	0.0020	$	(1,000	)	Services	Common stock
March 7, 2012	Unaffiliated party		1,000		$	2.50	$	2,500		Services	Series B Preferred stock
March 7, 2012	Unaffiliated party		9		$	2.50	$	23		Services	Series B Preferred stock
March 9, 2012	Assignee of Note Holder		250,000,000		$	0.0002	$	50,000		Conversion of Company debt	Common stock
March 12, 2012	Assignee of Note Holder		10,000,000		$	0.0002	$	2,000		Conversion of Company debt	Common stock
March 13, 2012	Unaffiliated party		750,000,000		$	0.0002	$	150,000		Services	Common stock
March 13, 2012	Assignee of Note Holder		250,000,000		$	0.0001	$	12,500		Conversion of Company debt	Common stock

Sales of Unregistered Securities (Continued)

Date	Purchaser	Shares		Price per share		Amount $		Consideration	Class/Series
March 14, 2012	Note Holder		110,000,000	$	0.0001	$	7,500	Conversion of Company debt	Common stock
March 28, 2012	Unaffiliated party		150,000,000	$	0.0001	$	15,000	Services	Common stock
April 2, 2012	Assignee of Note Holder		100,000,000	$	0.0001	$	10,000	Conversion of Company debt	Common stock
April 3, 2012	Assignee of Note Holder		50,000,000	$	0.0001	$	2,500	Conversion of Company debt	Common stock
June 11, 2012	Assignee of Note Holder		1,500,000,000	$	0.0001	$	150,000	Conversion of Company debt	Common stock
June 25, 2012	Assignee of Note Holder		300,000,000	$	0.0001	$	15,000	Conversion of Company debt	Common stock
June 25, 2012	Officer at time of issuance		12,000,000,000	$	0.000003	$	40,000	Conversion of accrued salary	Common stock
June 25, 2012	Officer at time of issuance		12,000,000,000	$	0.000003	$	40,000	Conversion of accrued salary	Common stock
June 25, 2012	Officer at time of issuance		6,000,000,000	$	0.000003	$	20,000	Conversion of accrued salary	Common stock
August 25, 2012	Officer at time of issuance		13,445,378,151	$	0.0001	$	1,344,538	Employee compensation	Common stock
August 25, 2012	Officer at time of issuance		2	$	67,394.00	$	134,788	Services	Series A Preferred stock
September 5, 2012	Assignee of Note Holder		1,000,000,000	$	0.0001	$	100,000	Conversion of Company debt	Common stock
September 5, 2012	Assignee of Note Holder		750,000,000	$	0.0001	$	75,000	Conversion of Company debt	Common stock
September 5, 2012	Note Holder		2,000,000,000	$	0.0001	$	200,000	Conversion of Company debt	Common stock
September 5, 2012	Assignee of Note Holder		1,000,000,000	$	0.0001	$	100,000	Conversion of Company debt	Common stock
September 10, 2012	Officer at time of issuance		2,500,000	$	10.18	$	25,445,378	Conversion of Common stock	Series B Preferred stock
September 11, 2012	Assignee of Note Holder		1,000,000,000	$	0.0001	$	100,000	Conversion of Company debt	Common stock
September 18, 2012	Assignee of Note Holder		2,000,000,000	$	0.0001	$	200,000	Conversion of Company debt	Common stock
September 24, 2012	Note Holder		449,689,800	$	0.0001	$	22,484	Conversion of Company debt	Common stock
October 4, 2012	Note Holder		3,000,000,000	$	0.0001	$	300,000	Conversion of Company debt	Common stock
October 4, 2012	Note Holder		3,000,000,000	$	0.0001	$	300,000	Conversion of Company debt	Common stock
October 4, 2012	Note Holder		3,000,000,000	$	0.0001	$	300,000	Conversion of Company debt	Common stock
October 4, 2012	Note Holder		2,250,000,000	$	0.0001	$	225,000	Conversion of Company debt	Common stock
October 19, 2012	Note Holder		2,000,000,000	$	0.0001	$	200,000	Conversion of Company debt	Common stock

These shares were issued in reliance on exemptions form registration provided by Sections 4(a)(2) and 3(a)(9) of the Securities Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.	Description	Location
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Principal Financial Officer.	Filed herewith.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting Officer.	Filed herewith.
32.1	Certification of Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

* In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GARB OIL & POWER CORPORATION

Date: March 24, 2015	By:	/s/ Tammy Taylor
		Tammy Taylor, Chief Executive Officer

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

Signature	Title	Date

/s/ Tammy Taylor	Chief Executive Officer and Director	March 24, 2015
Tammy Taylor	(principal executive officer and principal financial officer)

/s/ M. Aimee Coleman	Corporate Secretary (principal accounting officer)	March 24, 2015
M. Aimee Coleman

Attached files

GARB OIL & POWER CORP Reports

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