GOOD GAMING, INC. - Annual Report: 2011 (Form 10-K)

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011

Securities registered pursuant to Section 12(b) of the Act:	Securities registered pursuant to section 12(g) of the Act:
NONE	COMMON STOCK

	Large Accelerated Filer	[   ]	Accelerated Filer	[   ]
	Non-accelerated Filer	[   ]	Smaller Reporting Company	[X]
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		Page
	PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	7
Item 1B.	Unresolved Staff Comments.	7
Item 2.	Properties.	7
Item 3.	Legal Proceedings.	7
	PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	7
Item 6.	Selected Financial Data.	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	10
Item 8.	Financial Statements and Supplementary Data.	10
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	24
Item 9A.	Controls and Procedures.	24
Item 9B.	Other Information.	25
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	25
Item 11.	Executive Compensation.	28
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	29
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	29
Item 14.	Principal Accountant Fees and Services.	30
	PART IV
Item 15.	Exhibits and Financial Statement Schedules.	31
Signatures		32
Exhibit Index		33

1.	The efficient large-scale delivery of CO2. CO2 has limited physical solubility in water.  This can be observed in carbonated beverages, where CO2 bubbles to the surface of the soft drink and escapes into the atmosphere.

2.	The availability of light energy.  Algae require a reliable source of light energy, or photons, for growth. In door bioreactors and synthetic lighting systems are capital-intensive and costly.

3.

The deleterious presence of oxygen in the algae growth cycle.  The presence of oxygen negatively affects algae growth, as oxygen is deleterious to algae growth. To stimulate optimal growth conditions, oxygen released by algae during photosynthesis must be displaced from the algae growth site. Certain existing mechanical displacement systems are capital-intensive and costly.

 

ITEM 1B.

UNRESOLVED STAFF COMMENTS.

ITEM 2.

PROPERTIES.

ITEM 5.

MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

2011	High Bid		Low Bid
First Quarter, Ending March 31	$	0.00	$	0.00
Second Quarter, Ending June 30	$	0.00	$	0.00
Third Quarter, Ending September 30	$	0.349	$	0.090
Fourth Quarter, Ending December 31	$	0.168	$	0.029
2010	High Bid		Low bid
First Quarter, Ending March 31	$	0.00	$	0.00
Second Quarter, Ending June 30	$	0.00	$	0.00
Third Quarter, Ending September 30	$	0.00	$	0.00
Fourth Quarter, Ending December 31	$	0.00	$	0.00

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

	December 31, 2011 $	December 31, 2010 $
Current Assets	327,753	33,034
Current Liabilities	318,646	182,132
Working Capital (Deficit)	9,107	(149,098)

	For the year ended December 31, 2011 $	For the year ended December 31, 2010 $
Cash Flows from (used in) Operating Activities	(239,007)	(106,577)
Cash Flows from (used in) Investing Activities	(10,000)	–
Cash Flows from (used in) Financing Activities	536,151	139,600
Net Increase (decrease) in Cash During Period	287,144	33,023

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

	Index
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Cash Flows	F-4
Statement of Stockholders’ Deficit	F-5
Notes to the Financial Statements	F-6

 
 

 
 

	December 31, 2011 $	December 31, 2010 $
ASSETS
Current Assets
Cash	320,178	33,034
Prepaid expenses and deposits	7,575	–
Total Assets	327,753	33,034
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	6,509	30,567
Accounts payable and accrued liabilities – related	12,137	–
Due to related parties	300,000	11,965
Notes payable	–	139,600
Total Current Liabilities	318,646	182,132
Convertible debenture, net of discount of $12,669	487,331	–
Total Liabilities	805,977	182,132
Stockholders’ Deficit
Preferred Stock Authorized: 25,000,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: nil preferred shares	–	–
Class A Preferred Stock Authorized: 25,000,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: 7,500,000 and nil preferred shares, respectively	7,500	–
Common Stock Authorized: 2,000,000,000 common shares, with a par value of $0.001 per share Issued and outstanding: 347,380,000 and 538,200,000 common shares, respectively	347,380	538,200
Additional paid-in capital	(345,427)	(518,801)
Deficit accumulated during the development stage	(487,677)	(168,497)
Total Stockholders’ Deficit	(478,224)	(149,098)
Total Liabilities and Stockholders’ Deficit	327,753	33,034

	Year ended December 31, 2011 $	Year ended December 31, 2010 $	Accumulated from November 3, 2008 (date of inception) to December 31, 2011 $
Revenue	–	–	–
Operating Expenses
Consulting fees	120,500	60,000	180,500
General and administrative	35,534	892	37,087
Management fees	20,000	21,500	43,727
Professional fees	41,056	51,000	104,606
Transfer agent fees	3,469	6,504	17,938
Loss Before Other  Income (Expense)	220,559	139,896	383,858
Other Income (Expense)
Accretion expense	(4,131)	–	(4,131)
Gain on settlement of debt	24,552	–	24,552
Impairment of intangible assets	(92,538)	–	(92,538)
Interest Expense	(26,504)	(5,198)	(31,702)
	(98,621)	(5,198)	(103,819)
Net Loss for the Period	(319,180)	(145,094)	(487,677)
Net Loss Per Share, Basic and Diluted	(0.00)	(0.00)
Weighted Average Shares Outstanding	466,054,356	521,965,476

	Year ended December 31, 2011 $	Year ended December 31, 2010 $	Accumulated from November 3, 2008 (date of inception) to December 31, 2011 $
Operating Activities
Net loss	(319,180)	(145,094)	(487,677)
Adjustment to reconcile net loss to cash used in operating activities:
Accretion expense	4,131	–	4,131
Gain on settlement of debt	(24,552)	–	(24,552)
Impairment of intangible assets	92,538	–	92,538
Stock-based compensation	–	–	2,227
Shares issued for management fees	–	7,000	7,000
Changes in operating assets and liabilities:
Prepaid expense and deposits	(7,575)	–	(7,575)
Accounts payable and accrued liabilities	3,494	19,552	34,061
Accounts payable and accrued liabilities – related	12,137	–	12,137
Due to related parties	–	11,965	11,965
Net Cash Used in Operating Activities	(239,007)	(106,577)	(355,745)
Investing activities
Acquisition of intangible assets	(10,000)	–	(10,000)
Net Cash Used by Investing Activities	(10,000)	–	(10,000)
Financing activities
Proceeds from loan payable	510,000	139,600	649,600
Repayments of loan payable	(149,449)	–	(149,449)
Proceeds from related parties	–	–	2,649
Repayments to related parties	(25,000)	–	(25,000)
Capital Contribution	200,600		200,600
Proceeds from the issuance of common stock	–	–	7,523
Net Cash Provided by Financing Activities	536,151	139,600	685,923
Increase in Cash	287,144	33,023	320,178
Cash, Beginning of Period	33,034	11	–
Cash, End of Period	320,178	33,034	320,178
Supplemental Disclosures
Interest paid	–	–	–
Income tax paid	–	–	–
Non-cash investing and financing activities
Forgiveness of related party debt	–	2,649	2,649
Issuance of common shares for acquisition of assets	250,000	–	250,000
Issuance of preferred shares for acquisition of assets	7,500	–	7,500
Issuance of note payable for acquisition of assets	325,000	–	325,000

							Deficit
							Accumulated
					Additional	Stock	During the
	Preferred Stock		Common Stock		Paid-in	Subscriptions	Development
		Amount		Amount	Capital	Receivable	Stage	Total
	#	$	#	$	$	$	$	$
Balance, November 3, 2008 (Date of Inception)	–	–	–	–	–	–	–	–
Issuance of shares for cash	–	–	477,900,000	477,900	(477,900)	–	–	–
							–
Issuance of shares for cash	–	–	8,100,000	8,100	(5,850)	(23)	–	2,227
Net loss for the period	–	–	–	–	–	–	(5,212)	(5,212)
Balance, December 31, 2008	–	–	486,000,000	486,000	(483,750)	(23)	(5,212)	(2,985)
Stock subscription receivable received	–	–	–	–	–	23	–	23
Issuance of shares for cash	–	–	21,600,000	21,600	(15,600)	–	–	6,000
Issuance of shares for cash	–	–	5,400,000	5,400	(3,900)	–	–	1,500
Net loss for the year	–	–	–	–	–	–	(18,191)	(18,191)
Balance, December 31, 2009	–	–	513,000,000	513,000	(503,250)	–	(23,403)	(13,653)
Issuance of shares for management fees	–	–	25,200,000	25,200	(18,200)	–	–	7,000
Forgiveness of loan	–	–	–	–	2,649	–	–	2,649
Net loss for the year	–	–	–	–	–	–	(145,094)	(145,094)
Balance, December 31, 2010	–	–	538,200,000	538,200	(518,801)	–	(168,497)	(149,098)
Shares cancelled	–	–	(440,820,000)	(440,820)	440,820	–	–	–
Shares issued for acquisition of assets	7,500,000	7,500	250,000,000	250,000	(499,962)	–	–	(242,462)
Capital contribution	–	–	–	–	200,751	–		200,751
Beneficial conversion feature	–	–	–	–	16,800	–	–	16,800
Settlement of debt to related party	–	–	–	–	14,965	–	–	14,965
Net loss for the year	–	–	–	–	–	–	(319,180)	(319,180)
Balance, December 31, 2011	7,500,000	7,500	347,380,000	347,380	(345,427)	–	(487,677)	(478,224)

 

	Fair Value Measurements Using
	Quoted prices in active markets for identical instruments (Level 1) $	Significant other observable inputs (Level 2) $	Significant unobservable inputs (Level 3) $	Balance, December 31, 2011 $
Convertible debenture	–	–	487,331	487,331

	Cost $	Accumulated Depreciation $	Impairment $	December 31, 2011 Net Carrying Value $	December 31, 2010 Net Carrying Value $
License	92,538	–	92,538	–	–
	92,538	–	92,538	–	–

a)

As of August 12, 2011, the former President of the Company was owed $24,965 (2010 - $11,965) for management fees.  The amount owing is unsecured, non-interest bearing and due on demand.  On August 12, 2011, the Company repaid $10,000 and the former President of the Company forgave the outstanding amount owing of $14,965, which was recorded as a gain on settlement of debt and included in additional paid in capital due to the transaction occurring with a related party.

F-9

b)

On September 28, 2010, the Company issued a demand note to a non-related party for $105,000. Under the terms of the note, the amount owing is unsecured, due interest of 10% per annum, and due on or before September 28, 2011.  On August 11, 2011, the Company repaid $114,177, comprised of principal payments of $105,000 and accrued interest of $9,177.

c)

On June 16, 2011, the Company issued a demand note to a non-related party for $10,000 (2010 - $nil).  Under the terms of the note, the amount owing is unsecured, due interest at 10% per annum, and due on demand.  On August 11, 2011, the Company repaid a note payable of $10,000 and forgave the accrued interest of $151, which was recorded as a gain on settlement of debt.

d)

In August 2011, the Company issued a note payable to a non-related party for proceeds of $200,600.  Under the terms of the notes, the amounts owing are unsecured, due interest of 10% per annum, and due on demand.  On August 12, 2011, the Company recorded accrued interest of $151, and the note was forgiven resulting in an increase to additional paid in capital of $200,751. The note was forgiven to facilitate the Agreement with HOEL, as a closing condition to the Agreement required the Company have no debt, obligations or liabilities of any kind whatsoever totaling in excess of $1,000.

e)

In August 2011, the Company issued a demand note to a non-related party for $500,000 (the “Demand Note”), comprised of three payments of $100,000 on August 19, 2011, $150,000 on August 26, 2011, and $250,000 on September 6, 2011.  Under the terms of the note, the amount owing is unsecured, due interest of 3% per annum, and due on or before February 19, 2013.  As at December 31, 2011, accrued interest of $5,548 has been recorded in accrued liabilities.

6.	Debt Settlement

During the year ended December 31, 2011, the company entered into debt settlement agreements with various parties. Debts settled with non-related parties are included in gain on settlement of debt, which consists of:  a gain recorded for the interest accrued on a loan payable of $10,000 of $151, for a total amount owed of $10,151, which was settled for $10,000, and amounts for legal fees of $40,000, which were settled for $15,000, which were offset with a loss on settlement of debt of $599 from the settlement of a loan balance of $105,000 plus interest of $9,178 which was settled for $114,777  with a non-related party. Debts settled with related parties have been included in additional paid in capital, and consist of a $14,965 gain on settlement of debt to the former President and CEO of the Company for unpaid management fees of $24,965, which were settled for $10,000.  Also included in additional paid in capital is a $200,751 capital contribution, related to the gain on settlement of debt for settlement for the full balance of $200,600 plus accrued interest of $151 for a note payable to a non-related party which was forgiven to facilitate the Agreement with HOEL (Note 5).

a)

On August 16, 2011, the Company entered into an Acquisition Agreement whereby the Company issued 250,000,000 common stock with a par value of $0.001 per share and 7,500,000 Class A preferred stock with a par value of $0.001 per share in exchange for the License and other related assets (Refer to Note 3). On August 16, 2011, pursuant to the Acquisition Agreement noted above, the former President of the Company cancelled 440,820,000 shares of common stock, representing all of the Company’s stock that was held and owned by him.

b)

On August 15, 2011, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with the Nevada Secretary of State. As a result of the Amendment, the Company increased the number of authorized shares of common stock to 2,000,000,000 and the authorized shares of preferred stock to 50,000,000, each with a par value of $0.001 per share.

c)

On June 6, 2011, the Company effectuated a forward split of its issued and outstanding common shares, whereby every one old share of common stock was exchanged for twelve new shares of the Company’s common stock. As a result, the issued and outstanding shares of common stock increased from 44,850,000 prior to the forward split to 538,200,000 following the forward split and has been applied on a retroactive basis to the Company’s inception.

d)

On March 9, 2011, the Company effectuated a forward split of its issued and outstanding common shares, whereby every one old share of common stock was exchanged for thirty new shares of the Company’s common stock. As a result, the issued and outstanding shares of common stock increased from 1,495,000 prior to the forward split to 44,850,000 following the forward split.

e)

During the year ended December 31, 2010, the Company issued 25,200,000 split-adjusted common shares to settle management fees of $7,000, valued using the end of day trading price on the date of issuance.

(a)	may have such voting powers, full or limited, or may be without voting powers;

(b)	may be subject to redemption at such time or times and at such prices as determine by the Board of Directors;

(c)	may be entitled to receive dividends (which may be cumulative or non-cumulative) at  such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock;

(d)	may have such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation;

(e)

may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation or such other corporation or other entity at such price or prices or at such rates of exchange and with such adjustments;

(f)	may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series in such amount or amounts;

(g)

may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional shares (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of, any outstanding shares of the Corporation; and

(h)

may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, in each case as shall be stated in said resolution or resolutions providing for the issue of such shares of preferred stock. Shares of  preferred stock of any series that have been redeemed or repurchased by the Corporation (whether through the operation of a sinking fund or otherwise) or that, if convertible or exchangeable, have been converted or exchanged in accordance with their terms shall be retired and have the status of authorized and unissued shares of Preferred Stock of the same series and may be reissued as a part of the series of which they were originally a part or may, upon the filing of an appropriate certificate with the Secretary of State of the State of Nevada be reissued as part of a new series of shares of preferred stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of shares of  preferred stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of shares of  preferred stock.

(a)	Liquidation Preference.

i.

In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of Class A Preferred Shares shall be entitled to receive out of the assets of the Corporation, whether such assets are capital or surplus of any nature, an amount equal to the stated par value less the aggregate amount of all prior distributions to its Preferred Shareholders made to holders of all classes of Preferred Shares, plus any accrued previously declared but unpaid dividends (the amount so determined being hereinafter referred to as the “liquidation Preference”). No distribution shall be made to the holders of the Common Shares upon liquidation, dissolution, or winding up until after the full amount of the Liquidation Preference has been distributed or provided to the holders of the Preferred Shares.

ii.

If, upon such liquidation, dissolution or winding up the assets thus distributed among the Preferred Shareholders shall be insufficient to permit payment to such shareholders of the full amount of the Liquidation Preference, the entire assets of the Corporation shall be distributed ratably among the holders of all classes of Preferred Shares.

iii.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, when the Corporation has completed distribution of the full Liquidating Preference to the holders of the Class A Preferred Shares, the Class A Preferred Shares shall be considered to have been redeemed, and thereafter, the remaining assets of the Corporation shall be paid in equal amounts on all outstanding shares of Common Stock.

iv.	A consolidation or merger of the Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Corporation shall not be deemed a liquidation, dissolution or winding up within the meaning of this subsection 5.4(a).

(b)

Conversion Rights.  At any time holders of the Class A Preferred Shares who endorse the share certificates and deliver them together with a written notice of their intent to convert to the corporation at its principal office, shall be entitled to convert such shares and receive twenty (20) shares of Common Stock for each share being converted. Such conversion is subject to the following adjustments, terms, and conditions:

i.

If the number of outstanding shares of Common Stock has been decreased since the initial issuance of the Class A Preferred Shares (or series having conversion rights (by reason of any split, stock dividend, merger, consolidation or other capital change or reorganization affecting the number of outstanding shares of Common Stock), the number of shares of Common Stock to be issued on conversion to the holders or Class A Preferred Shares shall not be adjusted unless by appropriate amendment of this article. If the number of outstanding shares of Common Stock has been increased since the initial issuance of the Class A Preferred Shares (or series having conversion rights (by reason of any split, stock dividend, merger, consolidation or other capital change or reorganization affecting the number of outstanding shares of Common Stock), the number of shares of Common Stock to be issued on conversion to the holders or Class A Preferred Shares shall equitably be adjusted by appropriate amendment of this article, and other articles as applicable.

ii.

Shares converted under this article shall not be reissued. The corporation shall at all times reserve and keep available a sufficient number of authorized but unissued common shares, and shall obtain and keep in effect any required permits to enable it to issue and deliver all common shares required to implement the conversion rights granted herein.

iii.	No fractional shares shall be issued upon conversion, but the corporation shall pay cash for any fractional shares of Common Stock to which shareholders may be entitled at the fair value of such shares at the time of conversion. The board of directors shall determine such fair value.

(c)	Voting Rights.

i.

Voting. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Class A Preferred Shares shall be entitled to cast that number of votes which is equivalent to the number of shares of Class A Preferred Shares owned by such holder times one hundred (100). The Company shall not, without the affirmative vote or written consent of the holders of at least a majority of the outstanding Class A Preferred Shares (i) authorize or create any additional class or series of stock ranking prior to or on a parity with the Class A Preferred Shares as to the dividends or the distribution of assets upon liquidation, or (ii) change any of the rights, privileges or preferences of the Class A Preferred Shares.

ii.	Class Vote. Except as otherwise required by law or as described above, holders of our common stock and Class A Preferred Shares shall vote as a single class on all matters submitted to the stockholders.

a)

On October 12, 2011, the Company entered into a verbal consulting agreement with a non-related party whereby the Company will pay a monthly consulting fee for services provided in the amounts of $3,000. The agreement is for a one month term automatically renewing in each successive month unless earlier terminated.

b)

On October 12, 2011, the Company entered into a verbal consulting agreement with a non-related party whereby the Company will pay a monthly consulting fee for services provided in the amounts of $27,500. The agreement is for a one month term automatically renewing in each successive month unless earlier terminated.

c)

On October 12, 2011, the Company entered into a verbal consulting agreement with the President and CEO of the Company whereby the Company will pay a monthly consulting fee for services provided in the amounts of $3,000. The agreement is for a one month term automatically renewing in each successive month unless earlier terminated.

		2011 $		2010 $
Income tax recovery at statutory rate		41,670		47,565
Valuation allowance change		(41,670)		(47,565)
Provision for income taxes		–		–

		2011 $		2010 $
Net operating loss carried forward		95,420		53,750
Valuation allowance		(95,420)		(53,750)
Net deferred income tax asset		–		–

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

1.

We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

2.

We did not maintain appropriate cash controls – As of December 31, 2011, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

3.

We did not implement appropriate information technology controls – As at December 31, 2011, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

1.	Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors.

2.	We will appoint additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.

ITEM 9B.

OTHER INFORMATION.

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Name	Age	Position
Tassos Recachinas	29	President, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer and sole Director

1.	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
2.	Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.	The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;
	i)	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator,  floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
	ii)	Engaging in any type of business practice; or
	iii)	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
4.	The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
5.	Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.	Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7.	Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	i)	Any Federal or State securities or commodities law or regulation; or
	ii)	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
	iii)	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.	Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Name and principal	Number of	Transactions Not	Known Failures to File
position	Late Reports	Timely Reported	a Required Form
Tassos Recachinas, sole officer and director	2	August 16, 2011	Form 3 & Form 5

							Nonqualified
						Non-Equity	Deferred
				Stock	Option	Incentive Plan	Compensation	All Other
Name and		Salary	Bonus	Awards	Awards	Compensation	Earnings	Compensation	Total
Principal Position	Year	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Tassos Recachinas	2011	0	0	0	0	0	0	9,000	9,000
President/CEO/CFO	2010	0	0	0	0	0	0	0	0
Mark Simon	2011	0	0	0	0	0	0	20,000	20,000
President/CEO/CFO	2010	12,000	0	10,500	0	0	0	0	22,500
(resigned)
Don Calabria	2011	0	0	0	0	0	0	0	0
President/CEO/CFO	2010	0	0	0	0	0	0	0	0
(resigned)

	Fees
	Earned				Nonqualified
	or			Non-Equity	Deferred
	Paid in	Stock	Option	Incentive Plan	Compensation	All Other
	Cash	Awards	Awards	Compensation	Earnings	Compensation	Total
Name	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Tassos Recachinas	0	0	0	0	0	0	0
Mark Simon (resigned)	0	0	0	0	0	0	0

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Name and Address	Number of	Percentage of	Number of	Percentage of
Beneficial Owner	Common Shares	Ownership	Preferred Shares	Ownership
Tassos Recachinas	250,000,000[1]	71.97%[3]	7,500,000[2]	100.00%
10 Dorrance Street, Suite 700
Providence, RI   02093
All officers and directors as a group (1 individual)	250,000,000	71.97%	7,500,000	100.00%

[1]	Of the 250,000,000 shares of common stock for which Mr. Recachinas is listed as the beneficial owner, all are registered in the name of Hillwinds Ocean Energy, LLC, which is controlled by Mr. Recachinas.

[2]	Of the 7,500,000 preferred shares, all 7,500,000 shares are Class A Preferred Stock, and all are registered in the name of Hillwinds Ocean Energy, LLC, which is controlled by Mr. Recachinas.

[3]

Each share of Class A preferred stock is convertible into shares of common stock at a rate of 20 shares of common stock for each share of Class A Preferred Stock.  Assuming the conversion of all shares of Class A Preferred Stock into shares of common stock, Mr. Recachinas’ beneficial ownership of our fully diluted common stock would be 86.85%.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

2011	$	10,000	M&K CPAS, PLLC
2010	$	11,000	M&K CPAS, PLLC

2011	$	0	M&K CPAS, PLLC
2010	$	0	M&K CPAS, PLLC

2011	$	0	M&K CPAS, PLLC
2010	$	0	M&K CPAS, PLLC

Exhibit		Incorporated by reference			Filed
Number	Description of Exhibit	Form	Date	Number	herewith
3.1	Articles of Incorporation.	S-1	3/24/09	3.1
3.2	Bylaws.	S-1	3/24/09	3.2
3.3	Amended and Restated Articles of Incorporation.	8-K	6/14/11	3.1a
3.4	Amended and Restated Articles of Incorporation.	8-K	8/17/11	3.1
10.1	Management Agreement between the Company and Mr. Mark Simon dated March 23, 2010.	10-K	4/07/10	10.1
10.2	Promissory Note issued to Newton Management Ltd. dated September 28, 2010.	8-K	10/08/10	10.1
10.3	Amended Management Agreement between the Company and Mr. Mark Simon dated October 1, 2010.	8-K	11/10/10	10.1
10.4	Investors Relations Services Agreement with Blue Chip IR dated October 1, 2010.	10-Q	11/15/10	10.3
10.5	Share Exchange Agreement with AmeriSure Pharmaceuticals LLC dated May 13, 2011.	8-K	5/16/11	10.1
10.6	Promissory Note to Amerisure Pharmaceuticals, LLC dated June 20, 2011.	8-K	6/29/11	10.1
10.7	Promissory Note to Serik Enterprises, Inc.	8-K	8/12/11	10.1
10.8	Settlement Agreement with Vail International Ltd.	8-K	8/12/11	10.2
10.9	Settlement Agreement with Newton Management Ltd.	8-K	8/12/11	10.3
10.10	Settlement Agreement with Mark Simon.	8-K	8/12/11	10.4
10.11	Settlement Agreement with Carrillo Huettel, LLC.	8-K	8/12/11	10.5
10.12	Asset Acquisition Agreement.	8-K	8/17/11	10.1
10.13	Promissory Note with Hillwinds Ocean Energy, LLC.	8-K	8/17/11	10.2
10.14	Settlement Agreement and General Mutual Release with Serik Enterprises, Inc.	10-Q	11/21/11	10.14
10.15	Draw Down Convertible Promissory Note.	10-Q	11/21/11	10.15
10.16	Intellectual Property License Agreement with Hillwinds Energy Development Corporation.				X
14.1	Code of Ethics.	10-K	3/29/11
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
101.INS	XBRL Instance Document.				X
101.SCH	XBRL Taxonomy Extension – Schema.				X
101.CAL	XBRL Taxonomy Extension – Calculations.				X
101.LAB	XBRL Taxonomy Extension – Labels.				X
101.PRE	XBRL Taxonomy Extension – Presentation.				X
101.DEF	XBRL Taxonomy Extension – Definition.				X