UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

X .

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

For the quarterly period ended ~~September~~March 3031, ~~2014~~2015

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

For the transition period from __________ to __________

Commission File Number: 001-09478

PureSafe Water Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware		86-0515678
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
35 East Mall, Plainview, New York		11803
850 3rd Ave, New York, New York		10022
(Address of principal executive offices)		(Zip Code)

(516) 208-8250

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 X . No .

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


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

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~March~~September 2728, 2015, 2,~~090~~548,~~882~~778,~~330~~041 shares of the common stock of the registrant were issued and outstanding.

PURESAFE WATER SYSTEMS, INC.

INDEX

		Page
Part I. Financial Information
Item 1.	Financial Statements.	3
	Condensed Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013	4
	Condensed Consolidated Balance Sheets as of March 31, 2015 (unaudited) and December 31, 2014	4
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2014 and 2013 (unaudited)	5
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014 (unaudited)	5
	Condensed Consolidated Statement of Stockholders’ Deficiency for the nine months ended September 30, 2014 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013 (unaudited)	7
	Notes to Unaudited Condensed Consolidated Financial Statements	7
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	24
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	35
Item 4.	Controls and Procedures.	29
Item 4.	Controls and Procedures.	35
Part II. Other Information
Item 1.	Legal Proceedings	3631
Item 1A.	Risk Factors	3732
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	3732
Item 3	Defaults Upon Senior Securities	3933
Item 4	Submission of Matters to a Vote of Security Holders	3933
Item 5.	Other Information	3933
Item 6.	Exhibits.	3933
	Signatures	3934

PART I — FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. The following unaudited consolidated financial statements should be read in conjunction with the year-end ~~restated~~ consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, ~~2013~~2014.

The results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014 are not necessarily indicative of the results for the entire fiscal year or for any other period.

PureSafe Water Systems, Inc. and Subsidiary
Condensed Consolidated Balance Sheets
				September 30, 2014		December 31, 2013
				March 31, 2015		December 31, 2014
				(unaudited)
				(Unaudited)
	Assets
	Current Assets
		Cash	$	~~23,079~~258	$	24,~~199~~967
		Inventories		141,636		141,636
		Prepaid expenses and other current assets		236,~~657~~592		3538,~~437~~281
		Total Current Assets		~~167~~178,~~372~~486		~~179~~184,~~272~~884
		Property and equipment, net of accumulated depreciation of $179,290 and $179,290, respectively		-		-
		Property and equipment, net of accumulated depreciation of $44,449 and $44,449, respectively		-		-
		Patents and trademarks, net of accumulated amortization of $52,497 and $47,919, respectively		54,844		59,422
		Patents and trademarks, net of accumulated amortization of $55,549 and $54,023, respectively		51,792		53,318
		Other assets		23,~~695~~390		3323,~~500~~390
	Total Assets		$	~~245~~253,~~911~~668	$	~~272~~261,~~194~~592
	Liabilities and Stockholders' Deficiency
	Current Liabilities:
		Accounts payable and accrued expenses	$	1,~~343~~607,~~704~~843	$	1,~~209~~474,~~319~~363
		Accrued compensation		1342,~~371,132~~943		1951,~~267,382~~982
		Accrued consulting and director fees		144,000		144,000
		Notes payable to officer and director (including accrued interest of $234,354 and $193,703, respectively)		867,904		827,254
		Notes payable to officer and director (including accrued interest of $0 and $170,710, respectively)		20,989		560,760
		Convertible promissory notes (including accrued interest of $280,320 and $154,528 and net of debt discount of $261,923 and $210,781, respectively)		1,555,868		1,238,838
		Convertible promissory notes (including accrued interest of $375,661 and $327,807 and net of debt discount of $222,291 and $200,459, respectively)		1,934,718		1,772,571
		Promissory notes payable (including accrued interest of $264,477 and $240,807 respectively)		794,323		593,153
		Promissory notes payable (including accrued interest of $281,646 and $273,086 respectively)		838,129		842,531
		Fair value of detachable warrants and conversion option		1881,~~916,500~~300		~~299~~2,~~000~~354,600
		Accrued dividends payable		190,328		190,328
		Common stock to be issued		-		38,423
		Preferred stock to be issued		-		40,000
		Total Current Liabilities		8,183,759		5,807,697
		Common stock to be issued		22,895		5,000
	Total Liabilities			8,183,759		5,807,697
		Total Current Liabilities		5,983,145		8,336,135
	Commitments and Contingencies			-		-
	Total Liabilities			5,983,145		8,336,135
	Commitments and Contingencies
				-		-
	Stockholders' Deficiency:
		Preferred stock par value $0.00001 par value; 10,000,000 shares authorized; 184,221 and 184,144 shares issued and outstanding (liquidation preference $3,756,726 and $3,025,450, as of September 30, 2014 and December 31, 2013, respectively)		2		2
		Preferred stock par value $0.00001 par value; 10,000,000 shares authorized; 184,750 and 184,224 shares issued and outstanding (liquidation preference $4,427,439 and $3,858,801, as of March 31, 2015 and December 31, 2014, respectively)		2		2
		Common stock par value $0.00001: 10,000,000,000 shares authorized; 1,346,187,330 shares issued and 1,346,182,930 shares outstanding at September 30, 2014; 934,171,800 shares issued and 934,167,400 shares outstanding at December 31, 2013		13,461		9,342
		Common stock par value $0.00001: 10,000,000,000 shares authorized; 2,090,882,330 shares issued and 2,090,877,930 shares outstanding at March 31, 2015; 1,743,981,286 shares issued and 1,743,976,886 shares outstanding at December 31, 2014		20,909		17,439
		Additional paid in capital		4445,~~012~~441,~~562~~441		4244,~~729~~170,~~424~~214
		Treasury stock, at cost, 4,400 shares of common stock		(5,768)		(5,768)
		Accumulated deficit		(51,~~958~~186,~~105~~061)		(4852,~~268~~256,~~503~~430)
		Total Stockholders' Deficiency		(75,~~937~~729,~~848~~477)		(58,~~535~~074,~~503~~543)
	Total Liabilities and Stockholders' Deficiency		$	~~245~~253,~~911~~668	$	~~272~~261,~~194~~592
	The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

The accompanying notes are an integral part of these condensed consolidated financial statements

PureSafe Water Systems, Inc. and Subsidiary
Condensed Consolidated Statements of Operations
(unaudited)
			~~For the Three Months Ended~~	For the Three Months Ended			~~For the Nine Months Ended~~
			September 30, 2014		September 30, 2013		September 30, 2014		September 30, 2013
				March 31, 2015		March 31, 2014
~~Sales~~	Sales	$	-$	$-	-$	$-	-	$	-
~~Cost of Sales~~	Cost of Sales		-	-	~~51,471~~	-	-		~~51,471~~
~~Gross Profit (Loss)~~	Gross Profit (Loss)		-	-	~~(51,471)~~	-	-		~~(51,471)~~
~~Operating expenses:~~	Operating expenses:
	Compensation and related benefits, including stock-based compensation of $0 and $57,000 for the three months and $2,810 and $478,700 for the nine months ended September 30, 2014 and 2013, respectively		79,348		263,113		253,472		1,071,181
		Compensation and related benefits, including stock-based compensation of $15,000 and $0 for the three months ended March 31, 2015 and 2014, respectively		111,564		96,849
	~~Insurance and medical benefits~~	Insurance and medical benefits	~~17,332~~	19,009	-	34,382	~~60,850~~		~~33,723~~
	~~Research and development~~	Research and development	-	2,031	~~6,143~~	-	~~676~~		~~52,825~~
	Professional, legal and consulting fees, including stock-based compensation of $225,000 and $0 for the three months and $650,000 and $257,000 for the nine months ended September 30, 2014 and 2013, respectively		331,696		30,759		858,563		309,777
		Professional, legal and consulting fees		67,985		28,388
	Marketing		3,503		-		3,701		25,835
		Occupancy		94,984		15,855
	Occupancy		312,755		47,169		338,275		168,902
		Other administrative and general		13,482		19,028
	Loss on sale/abandonment of fixed assets		-		21,720		-		14,580
		Total operating expenses		309,055		194,502
	Other administrative and general		40,154		109,270		86,807		213,833
	Loss from operations			(309,055)		(194,502)
	Total operating expenses		784,788		478,174		1,602,344		1,890,656
	Other income (expense):
Loss from operations			(784,788)		(529,645)		(1,602,344)		(1,942,127)
		Interest expense, including interest to related parties of $7,285 and $13,401 for the three months ended March 31, 2015 and 2014, respectively		(526,976)		(207,765)
Other income (expense):
		Change in fair value of derivative liabilities		1,906,400		(107,800)
	Interest income		-		5,099		-		15,131
		Total Other Income (Expense)		1,379,424		(315,565)
	Other income		2,568		-		2,568		23,538
	Net Income (Loss)			1,070,369		(510,067)
	Interest expense, including interest to related parties of $15,447 and $17,518 for the three months and $45,692 and $52,684 for the nine months ended September 30, 2014 and 2013, respectively		(258,421)		(439,135)		(716,326)		(665,554)
	Dividend on preferred stock			(33,638)		(27,075)
	Change in fair value of derivative liabilities		(1,114,900)		803,600		(1,373,500)		253,500
	Net Income (Loss) Attributable to Common Stockholders		$	1,036,731	$	(537,142)
	Total Other Income (Expense)		(1,370,753)		369,564		(2,087,258)		(373,385)
	Net Income (Loss) Attributable to Common Stockholders
Net Loss			(2,155,541)		(160,081)		(3,689,602)		(2,315,512)
		Per Share:
Dividend on preferred stock			(27,075)		(27,075)		(81,225)		(81,225)
		Basic	$	0.00	$	(0.00)
Net Loss Attributable to Common Stockholders		$	(2,182,616)	$	(187,156)	$	(3,770,827)	$	(2,396,737)
		Diluted	$	(0.00)	$	(0.00)
Net Loss Attributable to Common Stockholders
	Weighted average number of shares outstanding:
	Per Share basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
		Basic		2,237,929,789		1,084,720,281
Weighted average number of shares outstanding			1,124,200,104		988,961,818		1,104,569,253		882,231,634
		Diluted		24,598,126,362		1,084,720,281

The accompanying notes are an integral part of these ~~unaudited~~ condensed consolidated financial statements

PureSafe Water Systems, Inc. and Subsidiary
Condensed Consolidated Statement of Stockholders' Deficiency
Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2014
(unaudited)
		Preferred stock				Common stock
				For the Three Months Ended
		Shares		Amount		Shares		Amount		Additional Paid-In Capital		Treasury Stock at Cost		Accumulated Deficit		Total Stockholders' Deficiency
				March 31, 2015		March 31, 2014
Balance, December 31, 2013		184,144	$	2		934,171,800	$	9,342	$	42,729,424	$	(5,768)	$	(48,268,503)	$	(5,535,503)
	Cash Flows From Operating Activities:
Common stock issued for cashless warrant exercise		-		-		526,315		5		(5)		-		-		-
	Net income (loss)		$	1,070,369	$	(510,067)
Common stock issued for settlement of liabilities		-		-		36,748,182		367		38,056		-		-		38,423
	Adjustments to reconcile net income (loss) to net cash used in operating activities
Common stock issued for settlement of notes payable		-		-		11,363,636		114		12,386		-		-		12,500
		Amortization of patents and trademarks		1,526		1,526
Common stock issued for settlement of convertible debt		-		-		335,449,073		3,354		222,615		-		-		225,969
		Interest expense - amortization of deferred financing		-		4,250
Common stock issued for penalty shares		-		-		27,928,324		279		65,376		-		-		65,655
		Professional fees - note conversions		600		375
Reclassification of derivative liability		-		-		-		-		291,900		-		-		291,900
		Stock based compensation		15,000		-
Preferred stock issued for services		77		-		-		-		652,810		-		-		652,810
		Accretion of debt discount		124,517		87,920
Net loss		-		-		-		-				-		(3,689,602)		(3,689,602)
		Interest expense - derivative liabilities		318,950		49,600
Balance, September 30, 2014		184,221	$	2		1,346,187,330	$	13,461	$	44,012,562	$	(5,768)	$	(51,958,105)	$	(7,937,848)
		Change in fair value of warrants and embedded conversion option		(1,906,400)		107,800
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
	Changes in assets and liabilities:
		Prepaid expenses and other current assets		1,689		32,780
		Accounts payable, accrued expenses, accrued interest, accrued dividends, accrued compensation, accrued consulting and director fees, and other current liabilities		232,111		133,429
	Net Cash Used in Operating Activities			(141,638)		(92,387)
	Cash Flows From Financing Activities:
		Cash proceeds from convertible promissory notes		146,350		-
		Cash received under preferred stock subscription		51		-
		Cash proceeds from promissory notes, officers and directors		3,490		6,500
		Repayment of officers and directors loans		-		(6,300)
		Cash proceeds from notes payable		-		92,500
		Repayment of notes payable		(12,962)		(2,500)
	Net Cash Provided by Financing Activities			136,929		90,200
	Net increase (decrease) in cash			(4,709)		(2,187)
	Cash at beginning of period			4,967		2,199
	Cash at end of the period		$	258	$	12
	Supplemental disclosures of cash flow information:
		Cash paid during the year for interest	$	992	$	20
	Non-Cash Investing and Financing Activities:
		Common stock issued for the settlement of liabilities	$	22,111	$	47,756
		Common stock issued for settlement of convertible debt	$	5,990	$	30,680
		Conversion of convertible debt, common stock to be issued	$	17,595	$	-
		Reclassification of derivative liabilities to equity	$	32,200	$	12,600
		Conversion of accrued liabilities to convertible notes	$	-	$	100,000
		Preferred stock issued under debt restructure	$	1,199,045	$	-
		Debt discount recorded on convertible debt and warrants accounted for as derivative liabilities	$	146,350	$	75,000

The accompanying notes are an integral part of these condensed consolidated financial statements

PureSafe Water Systems, Inc. and Subsidiary
	Condensed Consolidated Statements of Cash Flows
	(unaudited)
			For the Nine Months Ended
			September 30, 2014		September 30, 2013
Cash Flows From Operating Activities:
Net loss		$	(3,689,602)	$	(2,315,512)
Adjustments to reconcile net loss to net cash used in operating activities
	Depreciation		-		14,434
	Amortization of patents and trademarks		4,578		4,577
	Abandonment of fixed assets		-		21,866
	Gain on sale of fixed assets		-		(7,286)
	Loss on abandonment of inventory		-		51,471
	Interest expense - amortization of deferred financing		9,805		16,095
	Interest expense - penalty interest		17,898		10,725
	Interest expense - stock based compensation, derivative liabilities		-		4,500
	Professional fees - note conversions		1,974		-
	Stock based compensation		652,810		731,200
	Deferred rent		-		(7,050)
	Interest receivable		-		(15,131)
	Accretion of debt discount		327,058		196,728
	Interest expense - derivative liabilities		157,700		-
	Change in fair value of warrants and embedded conversion option		1,373,500		(253,500)
Changes in assets and liabilities:
	Prepaid expenses and other current assets		32,780		(8,035)
	Inventories		-		129,611
	Customer deposits		-		(149,588)
	Other assets		-		(13,942)
	Accounts payable, accrued expenses, accrued interest, accrued dividends, accrued compensation, accrued consulting and director fees, and other current liabilities		648,879		676,685
Net Cash Used in Operating Activities			(462,620)		(912,152)
Cash Flows From Investing Activities:
	Patent costs		-		(7,456)
	Proceeds from sale of property and equipment		-		20,000
Net Cash Provided by Investing Activities			-		12,544
Cash Flows From Financing Activities:
	Cash proceeds from sale of common stock		-		570,800
	Cash proceeds from exercise of warrants		-		64,514
	Cash proceeds from the exercise of warrants, common stock to be issued		-		27,923
	Cash proceeds from convertible promissory notes		293,500		285,000
	Repayment of convertible notes payable		-		(32,500)
	Cash proceeds from promissory notes, officers and directors		11,300		9,051
	Repayment of officers and directors loans		(11,300)		(48,500)
	Cash proceeds from notes payable		196,800		10,000
	Repayment of notes payable		(6,800)		(14,200)
Net Cash Provided by Financing Activities			483,500		872,088
Net increase (decrease) in cash			20,880		(27,520)
Cash at beginning of period			2,199		63,571
Cash at end of the period		$	23,079	$	36,051

Supplemental disclosures of cash flow information:
	Cash paid during the period for interest	$	682	$	11,939
Non-Cash Investing and Financing Activities:
	Common stock issued for the settlement of liabilities	$	86,179	$	553,835
	Common stock issued for settlement of convertible debt	$	223,996	$	-
	Common stock issued for settlement of note	$	12,500	$	-
	Reclassification of derivative liabilities to equity	$	291,900	$	100,000
	Conversion of accrued liabilities to convertible notes	$	150,000	$	-
	Debt discount recorded on convertible debt and warrants accounted for as derivative liabilities	$	378,200	$	-
	Conversion of notes payable to convertible notes payable	$	-	$	39,500
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

PureSafe Water Systems Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1: DESCRIPTION OF BUSINESS

PureSafe Water Systems, Inc. (the "Company") is a Delaware corporation engaged in the design, development, manufacturing and sales of the PureSafe ™ First Response Water System (the “FRWS”), both within and outside of the United States. The Company's corporate headquarters are located in Plainview, New York.

NOTE 2: BASIS OF PRESENTATION AND ACCOUNTING POLICIES.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, these interim financial statements do not include all of the information and footnotes required for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included.

The operating results for the ~~nine~~three month period ended ~~September~~March 3031, ~~2014~~2015 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2014~~2015. These financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014, filed with the Securities and Exchange Commission on ~~October~~June 2305, ~~2014~~2015.

Principles of Consolidation

The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent company; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.

The Company's consolidated subsidiaries and/or entities are as follows:

The condensed consolidated financial statements include all accounts of the Company and consolidated subsidiaries and/or entities as of ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014 and for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014.

All significant inter-company balances and transactions have been eliminated.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The most significant estimates, among other things, are used in accounting for allowances for deferred income taxes, expected realizable values for long-lived assets (primarily intangible assets and property and equipment), contingencies, as well as the recording and presentation of its common stock and other securities. Estimates and assumptions are periodically reviewed and the effects of any material revisions are reflected in the condensed consolidated financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2015 and December 31, 2014 the Company did not have any cash equivalents.

Inventories

Inventory consisting primarily of finished goods and raw materials is stated at the lower of cost or market utilizing the first-in, first-out method. The Company continually analyzes its slow-moving, excess and obsolete inventories. Based on historical and projected sales volumes and anticipated selling prices, the Company establishes reserves. If the Company does not meet its sales expectations, these reserves are increased. Products that are determined to be obsolete are written down to net realizable value. ~~As of September 30, 2014, the inventory has been written down to its net realizable value.~~

Deferred Financing Costs

Cost incurred in conjunction with the debt financing has been capitalized and will be amortized to interest expense using the straight line method, which approximates the interest rate method over the term of the debt and is included as a component of other assets. Amortization of deferred financing cost was $~~2,026~~0 and $114,~~054~~250 ~~and $9,805 and $16,095~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014, respectively.

Derivative Liabilities

In connection with the issuance of certain convertible promissory notes, the terms of the convertible notes included an embedded conversion feature; which provided for the settlement of certain convertible promissory notes into shares of common stock at a rate which was determined to be variable with no floor. The Company determined that the conversion feature was an embedded derivative instrument pursuant to ASC 815 “Derivatives and Hedging”

The accounting treatment of derivative financial instruments requires that the Company record the conversion option and related warrants, if applicable, at their fair values as of the inception date of the agreements and at fair value as of each subsequent balance sheet date. As a result of entering into certain convertible promissory notes, the Company is required to classify all other non-employee warrants as derivative liabilities and record them at their fair values at each balance sheet date because the Company could not determine it has enough authorized shares to settle the contracts. Any change in fair value was recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

The fair value of conversion options that are convertible at a variable conversion price are required to be valued using a Binomial Lattice Model. The Company determined the fair value of the conversion option using either the Black-Scholes Valuation Model or the Binomial Lattice Model to be materially the same.

The Black-Scholes Valuation Model is used to estimate the fair value of the warrants and conversion option. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the instrument granted.

The principal assumptions used in applying the Black-Scholes model were as follows:

	For the Nine Months Ended
	For the Three Months Ended
	September 30,
	March 31,
	2014	2013
	2015	2014
Assumptions:
Risk-free interest rate	0.0205-1.7837%	0.3603-21.0273%
Expected life	.01 -– 54.64 years	3.08 – 4.5 years
Expected volatility	~~165~~175%-~~176~~183%	~~125~~165%-~~175~~167%
Dividends	0.0%	0.0%

Stock-Based Compensation

The Company reports stock-based compensation under Accounting Standard Codification (“ASC”) 718 “Compensation – Stock Compensation”. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values.

The Company accounts for equity instruments issued to non-employees as compensation in accordance with the provisions of ASC 718, which require that each such equity instrument is recorded at its fair value on the measurement date, which is typically the date the services are performed.

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014 the Company recorded stock based compensation of $~~225~~15,000 and $570,~~000~~ ~~and $652,810 and $731,200,~~ respectively.

The Black-Scholes option valuation model is used to estimate the fair values of options. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the subject options or warrants. During the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 the Company has not granted any options or warrants.

Impairment of Long-Lived Assets

The Company assesses the recoverability of its long lived assets, including property and equipment when there are indications that the assets might be impaired. When evaluating assets for potential impairment, the Company first compares the carrying amount of the asset to the asset’s estimated future cash flows (undiscounted and without interest charges). If the estimated future cash flows used in this analysis are less than the carrying amount of the asset, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset to the asset’s estimated future cash flows (discounted and with interest charges). If the carrying amount exceeds the asset’s estimated futures cash flows (discounted and with interest charges), the loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets. Based on its assessments, the Company did not incur any impairment charges for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014.

Research and Development

Research and development costs consist of expenditures incurred during the course of planned research and investigation aimed at the discovery of new knowledge, which will be useful in developing new products or processes. The Company expenses all research and development costs as incurred. The Company incurred a charge of $~~0 and $6~~2,~~143~~031 and $~~676~~0 ~~and $52,825~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014, respectively.

Subsequent Events

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would require adjustment or disclosure in the consolidated financial statements.

NOTE 3: GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred a net loss from operations of approximately $3309,~~700,~~000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015. The Company has a working capital deficit of approximately $85.08 million as of ~~September~~March 3031, ~~2014~~2015. The Company continues to incur recurring losses from operations and has an accumulated deficit since inception of approximately $5251.02 million. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The Company’s continuation as a going concern is dependent upon its ability to bring the Company’s products to market and generate revenues, control costs, and obtain additional financing, as required and on reasonable terms. The Company’s plans with respect to these matters include restructuring its existing debt and raising additional financing through issuance of preferred stock, common stock and/or debt. On April 2, 2014, The Company announced that Stephen Hicks and Gilbert Steedley were appointed to the Board of Directors and that Stephen Hicks was appointed President of the Company. Henry Sargent was appointed Vice President and Secretary.

The Company’s goal is to generate the sales of the Company's flagship mobile water purification product and to ultimately diversify its product line through ingenuity and/or acquisition. In order to accomplish these goals we are redirecting the sales effort so that the Company will no longer predominantly focus on the government sector, a target with historically long lead times. In addition the Company is reviewing the entire approach to the product with an aim to 1) deepen and diversify our distribution channels, 2) lower our cost of production, 3) improve the Company's profit margin on and 4) maintain an inventory of units for immediate sale.

The Company requires immediate capital to remain viable. The Company can give no assurance that such financing will be available on terms advantageous to the Company, or at all. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all of its operational activities. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Subsequent to ~~September~~March 3031, ~~2014~~2015, the Company has issued approximately $15134,000 of ~~notes payable and approximately $273,000 of~~ convertible notes payable. From ~~October~~April 1, ~~2014~~2015 until ~~March~~September 2730, 2015, the Company issued ~~523~~432,~~583~~895,~~956~~711 shares of common stock, relating to prior period conversion requests, for the settlement of $3519,~~700~~200 loan principal plus $53,~~885~~695 accrued interest, and fees. As of ~~March~~September 2730, 2015 the Company has a cash overdraft of approximately $(1,000 ~~available for use~~).

NOTE 4: RECENT ACCOUNTING PRONOUNCEMENTS.

The FASB and the SEC have issued certain accounting standards updates and regulations that will become effective in subsequent periods; however, management of the Company does not believe that any of those updates would have significantly affected the Company’s financial accounting measures or disclosures had they been in effect during ~~2014~~2015 or ~~2013~~2014, and does not believe that any of those pronouncements will have a significant impact on the Company’s consolidated financial statements at the time they become effective.

NOTE 5: RELATED PARTIES.

Related parties of the Company consist of the following individuals/entities:


Related Parties		Relationship
Southridge LLC (“Southridge”)		An entity of which the President and member of the board of directors of the Company is the Chief Executive Officer.
Southridge Partners II LP (“Southridge II”)		An entity of which the President and member of the board of directors of the Company is the Manager of the general partner of Southridge II. Southridge II is a controlled company in the Southridge LLC group of companies.
Tarpon Bay Partners, LLC (“Tarpon”)		An entity of which the President and member of the board of directors of the Company is the Manager. Tarpon is a controlled company in the Southridge LLC group of companies.
ASC Recap LLC (“ASC Recap”)		An entity of which the President and member of the board of directors of the Company is the Manager. ASC Recap is a controlled company in the Southridge LLC group of companies.

NOTE 6: INVENTORIES

Inventories consist of the following at ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014:

	September 30, 2014		December 31, 2013
	March 31, 2015		December 31, 2014
Finished Goods	$	141,636	$	141,636
Total	$	141,636	$	141,636

12NOTE 7: BASIC AND DILUTED EARNINGS PER SHARE

~~NOTE~~Basic 7:and ~~NET~~Diluted ~~LOSS~~Earnings ~~PER~~Per ~~SHARE OF COMMON STOCK.~~Share

Basic earnings (loss) per share ~~was~~is computed ~~using~~by ~~the~~dividing ~~weighted~~net ~~average~~income ~~number~~(loss) ofavailable ~~outstanding~~to common ~~shares.~~shareholders ~~Diluted~~by ~~loss per share includes~~ the ~~effect~~weighted-average number of ~~dilutive~~ common ~~stock~~shares ~~equivalents~~outstanding ~~from~~during the ~~assumed exercise of options, warrants, convertible preferred stock and convertible notes~~period. ~~Common~~The ~~stock~~weighted-average ~~equivalents~~number ~~were excluded in the computation~~ of ~~diluted~~common ~~loss~~shares ~~per~~outstanding ~~share~~does ~~since~~not ~~their~~include ~~inclusion~~any ~~would~~potentially ~~be anti-~~dilutive securities.

~~Total~~Diluted ~~shares~~earnings ~~issuable~~(loss) ~~upon~~per share gives the ~~exercise~~effect of ~~warrants~~all ~~and~~potentially ~~conversion~~dilutive ofsecurities on earnings per share. Our outstanding convertible preferred stock, convertible notes, and ~~convertible~~warrants ~~promissory~~are ~~notes~~potentially ~~for~~dilutive securities. The difference between basic and diluted weighted-average shares outstanding is the ~~nine~~dilutive ~~months~~effect ~~ended~~of ~~September~~our ~~30,~~convertible ~~2014~~notes and ~~2013~~convertible ~~were~~preferred ~~as follows:~~stock.

	September 30,
	2014	2013
Warrants	185,949,049	172,317,850
Convertible promissory notes	4,748,415,597	86,967,298
Convertible preferred stock	462,584,721	1,545,760
Total	5,396,949,367	260,830,908

The following table represents a reconciliation of the basic and diluted earnings (loss) per share, or EPS, computations contained in our condensed consolidated financial statements:

For the three and nine months ended September 30, 2014 and 2013, 143,661,061 and 107,143,531 and 133,691,743 and 92,645,445 warrants, respectively were included in loss per share as their exercise price was determined to be nominal.


		Three Months ended March 31, 2015					Three Months Ended March 31, 2014
		Net Income (loss)	Weighted-Average Shares		Earnings Per Share		Net Income (loss)	Weighted-Average Shares		Earnings Per Share
Basic EPS	$	1,036,731	2,237,929,789	$	0.0005	$	(537,142)	1,084,720,281	$	(0.0005)
Effect of dilutive securities:
Convertible preferred stock		6,563	1,437,584,721		(0.0003)		–	–		–
Convertible notes		(1,469,412)	20,922,611,852		(0.00022)		–	–		–
Diluted EPS	$	(426,118)	24,598,126,362	$	(0.00002)	$	(537,142)	1,084,720,281	$	(0.0005)

The weighted-average diluted common shares outstanding for the three months ended March 31, 2015 and 2014 excludes the effect of the following potentially dilutive securities because their effect would be anti-dilutive.


	March 31,
	2015	2014
Warrants	19,857,429	45,827,041
Convertible promissory notes	–	502,849,869
Convertible preferred stock	–	1,545,760
Total	19,857,429	550,222,670

For the three months ended March 31, 2015 and 2014, 177,900,805 and 130,172,245 warrants, respectively were included in EPS as their exercise price was determined to be nominal.

Fair Value

ASC 820 “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Standard clarifies that the exchange price is the price in an orderly transaction between market participants to sell an asset or transfer a liability at the measurement date and emphasizes that fair value is a market-based measurement and not an entity-specific measurement.

ASC 820 establishes the following hierarchy used in fair value measurements and expands the required disclosures of assets and liabilities measured at fair value:

Level 1 – Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 – Inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 – Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair measurements requires judgment and considers factors specific to each asset or liability.

Liabilities measured at fair value on a recurring basis at ~~September~~March 3031, ~~2014~~2015 are as follows:

	Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance
Embedded conversion feature	$	–	$	–	$	1876,~~882,400~~500	$	1876,~~882,400~~500
Warrant liability	$	–	$	–	$	344,~~100~~800	$	344,~~100~~800
Balance at September 30, 2014	$	–	$	–	$	1,916,500	$	1,916,500
Balance at March 31, 2015	$	–	$	–	$	881,300	$	881,300

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company’s Level 3 liabilities consist of derivative liabilities associated with convertible debt that contains an indeterminable conversion share price and the tainted warrants as the Company cannot determine if it will have sufficient authorized common stock to settle such arrangements.

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015.

				~~Conversion~~	Conversion
	~~Warrants~~	Warrants		~~Feature~~		Feature	~~Total~~		Total
Balance at - December 31, 2013	$	92,500		$	206,500		$	299,000
Balance at – December 31, 2014	$		11,400		$	2,343,200		$	2,354,600
Included in stock based compensation		–	–		–	–		–	–
Change in fair value of derivative liability		~~(86,000)~~	(6,600)		~~1,459,500~~	(1,899,800)		~~1,373,500~~	(1,906,400)
Included in liabilities (debt discount)		~~25,500~~	–		~~352,700~~	146,350		~~378,200~~	146,350
Included in liabilities (derivative expense)		~~3,700~~	–		~~154,000~~	318,950		~~157,700~~	318,950
Included in stockholder's equity		~~(1,600)~~	–		~~(290,300)~~	(32,200)		~~(291,900)~~	(32,200)
Transfers in and /or out of Level 3		–	–		–	–		–	–
Balance at - September 30, 2014	$	34,100		$	1,882,400		$	1,916,500
Balance at - March 31, 2015	$		4,800		$	876,500		$	881,300

~~NOTE 8: NOTES PAYABLE~~12

~~(a)~~NOTE 8: CONVERTIBLE PROMISSORY NOTES PAYABLE

From January 15, 2014 through February 23, 2014 the Company issued Promissory Notes in the aggregate principal amount of $90,000 to seven lenders. The Notes bear no interest and mature one year from the date of issuance. A UCC financing statement was filed on the system operating at the Landfill as security for the Notes. As of September 30, 2014 the outstanding principal balance on the notes was $90,000. As of February 23, 2015, the Company is not compliant with the repayment terms of the notes and is in default. The Company intends to request that the maturity date of these notes be further extended, however, there can be no assurance that a ~~further extension will be granted.~~)

~~(b)~~On January 15, 2015 the Company issued a convertible promissory note in the principal amount of $10,500 to Tarpon, a related party. The convertible note matures on January 31, 2016 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

OnThe ~~April~~Company ~~25,~~accounted ~~2014~~for the ~~Company~~issuance ~~issued~~of athe convertible promissory note ~~for~~in $accordance ~~100~~with ASC 815 “Derivatives and Hedging”. Accordingly,~~000~~ the embedded conversion option of the convertible notes are recorded as derivative liabilities at their fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note ~~matures~~are onrecorded ~~April~~net 30of a discount of $10,500. ~~2015~~The ~~with~~debt discount relates to fair value of the ~~stated~~conversion option. The debt discount is charged to interest ~~rate~~expense atratably ~~8%.~~over Asthe term of ~~September~~the ~~30,~~convertible ~~2014,~~note. ~~outstanding~~The ~~principal~~fair ~~and~~value ~~accrued~~of ~~interest~~the conversion option on the date of issuance in excess of the face amount of the note was ~~$100,000~~recorded ~~and~~to ~~$3,463,~~interest ~~respectively~~expense on the date of issuance.

(cb)

On ~~July~~January 2423, ~~2014~~2015 the Company issued a ~~note~~convertible ~~holder~~promissory ~~requested~~note toin ~~convert~~the ~~total~~principal ~~aggregated~~amount of $1218,500 ~~principal~~to Tarpon, a related party. The convertible note matures on December 31, 2015 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The ~~Company~~conversion ~~issued~~price ~~total~~is ~~aggregated~~subject ~~11,363,636~~to ~~shares~~anti-dilution ofprotection ~~common~~and ~~stock~~down round provisions in ~~connection~~the ~~with~~event ~~such~~that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

~~NOTE~~The 9:Company ~~CONVERTIBLE~~accounted ~~PROMISSORY~~for ~~NOTES~~the ~~PAYABLE~~issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and Hedging”. Accordingly, the embedded conversion option of the convertible notes are recorded as derivative liabilities at their fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $18,500. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance.

(ac)

On ~~May~~January 2523, ~~2013,~~2015 inthe ~~conjunction~~Company ~~with~~issued a ~~liabilities~~convertible ~~purchase~~promissory ~~agreement~~note ~~with~~in ~~ASC~~the ~~Recap~~principal amount of $850 to Tarpon, a related party, ~~the~~for ~~Company~~proceeds ~~issued~~of ~~ASC~~$779. ~~Recap~~The a convertible ~~promissory~~ note inmatures on December 31, 2015 with the ~~principal~~stated ~~amount~~interest ofrate ~~$25,000~~at 10%. The note is convertible ~~note~~into ~~matured~~the ~~November~~Company’s common stock at a 50% discount of the lowest closing bid price during the 30, ~~2013~~trading days prior to conversion. The ~~convertible~~conversion ~~promissory~~price ~~note~~is ~~shall~~subject beto ~~convertible~~anti-dilution ~~into~~protection ~~the~~and ~~common~~down ~~stock~~round ofprovisions in the event that the Company atissues ~~any~~additional ~~time~~equity securities at a price less than the conversion price. ~~equal~~The toCompany 50may prepay the note at 150% of the ~~low~~entire ~~closing~~outstanding ~~bid~~principal ~~price~~amount ~~for~~of the ~~twenty~~note ~~days~~plus ~~prior~~any toaccrued ~~conversion~~but unpaid interest.

~~During~~The Company accounted for the ~~nine~~issuance ~~months~~of ~~ended~~the ~~September~~convertible ~~30,~~promissory ~~2014~~note in accordance with ASC 815 “Derivatives and Hedging”. Accordingly, the ~~note~~embedded ~~holder~~conversion ~~requested~~option of the convertible notes are recorded as derivative liabilities at their fair market value and are marked to ~~convert~~market ~~total~~through ~~aggregated~~earnings ~~$25,000~~at ~~principal~~the ~~plus~~end ~~fees~~of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $~~375,~~850. ~~into~~The debt discount relates to fair value of the ~~Company’s~~conversion ~~common~~option ~~stock~~and original issue discount. The ~~Company~~debt ~~issued~~discount ~~total~~is ~~aggregated~~charged ~~25,375,000~~to ~~shares~~interest expense ratably over the term of ~~common~~the ~~stock~~convertible innote. ~~connection~~The ~~with~~fair ~~such~~value of the conversion option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance.

(bd)

On ~~January~~February 313, ~~2014,~~2015 ~~in conjunction with a settlement agreement with Tarpon, a related party,~~ the Company issued ~~Tarpon~~ a convertible promissory note in the principal amount of $7550,000. The convertible note matures ~~one~~on ~~year~~August ~~from~~31, ~~the~~2015 ~~date~~with ofthe ~~issuance~~stated ~~with~~ interest rate at 108% ~~per annum~~. The ~~convertible promissory~~ note ~~shall~~is ~~have no registration rights and shall be~~ convertible into the Company’s common stock ~~of the Company~~ at ~~any time at~~ a ~~conversion price equal to 75~~50% discount of the ~~low~~lowest closing bid price ~~for~~during the ~~twenty~~20 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. AsThe ~~of January 31, 2015, the~~ Company ismay ~~not~~prepay ~~compliant with~~ the ~~repayment~~note ~~terms~~at 150% of the ~~notes~~entire ~~and~~outstanding isprincipal inamount ~~default.~~of ~~The Company intends to request that~~ the ~~maturity~~note ~~date~~plus ofany ~~these~~accrued ~~notes~~but beunpaid ~~further extended, however, there can be no assurance that a further extension will be granted~~interest.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and Hedging”. Accordingly, the embedded conversion option of the convertible notes are recorded as derivative liabilities at their fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $75,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance.

As of September 30, 2014, outstanding principal and accrued interest on the note was $75,000 and $5,042, respectively.

(c)

On April 4, 2014 the Company issued a convertible promissory note in the principal amount of $50,000 to Tarpon, a related party. The convertible note matures one year from the date of issuance with the stated interest rate at 0%. The note is convertible into the Company’s common stock at a 40% discount of the lowest closing bid price during the 30 trading days prior to conversion.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and Hedging”. Accordingly, the embedded conversion option of the convertible notes are recorded as derivative liabilities at their fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $50,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance.

~~As of September 30, 2014, outstanding principal and accrued interest on the note was $50,000 and $0, respectively.~~13

(de)

On ~~April~~February 2111, ~~2014~~2015 the Company issued a convertible promissory note infor ~~the principal amount of~~ $211,~~500~~000 to ~~ASC Recap~~Tarpon, a related party. The convertible note matures ~~April~~on 30January 31, ~~2015~~2016 with the stated interest rate at 010%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and Hedging”. Accordingly, the embedded conversion option of the convertible notes are recorded as derivative liabilities at their fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $211,~~500~~000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance.

~~As of September 30, 2014, outstanding principal and accrued interest on the note was $2,500 and $0, respectively.~~f)

~~(e)~~On February 23, 2015 the Company issued a convertible promissory note in the principal amount of $25,000 to Tarpon, a related party. The convertible note matures on February 29, 2016 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

OnThe ~~June~~Company ~~17,~~accounted ~~2014,~~for inthe ~~conjunction~~issuance ~~with~~of ~~a settlement agreement with Levin Consulting Group, LLC (“Levin”),~~ the ~~Company issued Levin a~~ convertible promissory note in ~~the~~accordance ~~principal~~with ~~amount~~ASC of815 ~~$50,000.~~“Derivatives ~~The~~and ~~convertible~~Hedging”. ~~note matures on December 31~~Accordingly, ~~2015~~the ~~and~~embedded ~~accrues~~conversion ~~interest~~option atof ~~10%~~the ~~per~~convertible ~~annum.~~notes ~~The~~are ~~holder~~recorded ~~may~~as ~~convert~~derivative ~~all~~liabilities orat ~~any~~their ~~portion~~fair ofmarket ~~the~~value ~~outstanding principal~~ and ~~accrued~~are ~~and~~marked ~~unpaid~~to ~~interest~~market ~~due~~through ~~and~~earnings ~~payable~~at ~~under~~ the ~~note~~end ~~into shares~~ of ~~the~~each ~~Company’s~~reporting ~~common~~period. ~~stock~~The atgross aproceeds ~~conversion~~from ~~price~~the ~~equal~~sale ~~to 50%~~ of the ~~lowest~~note ~~closing~~are ~~bid~~recorded ~~price~~net of ~~the~~a ~~Company’s~~discount ~~common~~of ~~stock~~$25,000. ~~during~~The ~~the~~debt ~~five~~discount ~~trading~~relates ~~days~~to ~~immediately~~fair ~~prior~~value toof ~~such~~the ~~applicable~~ conversion ~~date,~~option. inThe ~~each~~debt ~~case~~discount ~~subject~~is tocharged ~~the lender not being able~~ to ~~beneficially~~interest ~~own~~expense ~~more~~ratably ~~than~~over ~~9.999%~~the term of ~~our~~the ~~outstanding~~convertible ~~common stock upon any conversion~~note. IfThe ~~the~~fair ~~closing~~value ~~bid~~of ~~price for~~ the ~~common~~conversion ~~stock~~option on the date inof ~~which~~issuance ~~the~~in ~~conversion~~excess ~~shares~~of ~~are deposited into~~ the ~~holders~~face ~~brokerage~~amount ~~account and the holder may execute trades~~ of the ~~conversion~~note ~~shares~~was ~~(“the~~recorded ~~“Clearing~~to ~~Date”)~~interest ~~then~~expense ~~the conversion price shall be adjusted such that the discount be taken from the closing bid price~~ on the ~~Clearing~~date ~~Date~~of issuance.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and Hedging”. Accordingly, the embedded conversion option of the convertible notes are recorded as derivative liabilities at their fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $50,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance.g)

~~During~~On ~~July~~March ~~2014~~5, 2015 the ~~note~~Company ~~holder~~issued ~~requested~~a toconvertible ~~convert~~promissory ~~total~~note ~~aggregated~~in ~~$50,000~~the principal ~~plus~~amount ~~fees~~ of $~~600~~17,500 to Tarpon, a related party. The convertible note matures on March 31, 2016 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The ~~Company~~conversion ~~issued~~price ~~total~~is ~~aggregated~~subject ~~98,388,889~~to ~~shares~~anti-dilution ofprotection ~~common~~and ~~stock~~down round provisions in ~~connection~~the ~~with~~event ~~such~~that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

15The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and Hedging”. Accordingly, the embedded conversion option of the convertible notes are recorded as derivative liabilities at their fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $17,500. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance.

(fh)

On ~~June~~March 1918, ~~2014~~2015 the Company issued a convertible promissory note in the principal amount of $~~100~~13,000 to Tarpon, a related party. The convertible note matures on ~~December~~March 31, ~~2014~~2016 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a ~~conversion~~50% ~~price~~discount of ~~$0.0019~~the ~~per~~lowest ~~share.~~closing Inbid ~~addition,~~price ~~10,526,316~~during ~~warrants~~the ~~were~~30 ~~issued~~trading ~~with~~days anprior ~~exercise~~to ~~price of $0~~conversion.~~00228~~ ~~per share.~~ The ~~warrants~~conversion ~~are~~price ~~fully~~is ~~vested~~subject ~~and~~to ~~have~~anti-dilution aprotection ~~life~~and ofdown 5round ~~years~~provisions ~~from~~in ~~date~~the ofevent ~~issuance.~~that ~~As of December 31, 2014,~~ the Company isissues ~~not~~additional ~~compliant~~equity ~~with~~securities ~~the~~at ~~repayment~~a ~~terms~~price ofless than the ~~notes~~conversion ~~and is in default~~price. The Company ~~intends~~may toprepay ~~request that~~ the ~~maturity~~note ~~date~~at 150% of ~~these~~the ~~notes~~entire beoutstanding ~~further~~principal ~~extended,~~amount ~~however,~~of ~~there~~the ~~can~~note beplus noany ~~assurance~~accrued ~~that~~but aunpaid ~~further extension will be granted~~interest.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and Hedging”. Accordingly, the ~~warrants and~~ embedded conversion option of the convertible notes are recorded as derivative liabilities at their fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $6413,~~700~~000. The debt discount relates to fair value of the ~~embedded~~ conversion option ~~and fair value of the warrants~~. The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance.

~~As of September 30, 2014, outstanding principal and accrued interest on the note was $100,000 and $2,861, respectively.~~i)

~~(g)~~During the three months ended March 31, 2015, three note holders requested to convert total aggregated $19,600 principal plus accrued interest of $3,984 into the Company’s common stock. The Company issued total aggregated 125,790,000 shares of common stock in connection with such conversions. As of March 31, 2015, 357,895,711 shares remain to be issued.

On July 17, 2014 the Company issued a convertible promissory note in the principal amount of $23,000. The convertible note matures on June 30, 2015 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a conversion price of $0.001 per share. In addition, 4,600,000 warrants were issued with an exercise price of $0.0012 per share. The warrants are fully vested and have a life of 5 years from date of issuance. 14

~~The~~NOTE ~~Company~~9: ~~accounted~~CONVERTIBLE ~~for~~NOTES ~~the~~AND ~~issuance~~NOTES ofPAYABLE ~~the~~– ~~convertible~~OFFICERS ~~promissory~~& note in accordance with ASC 815 “Derivatives and Hedging”. Accordingly, the warrants and embedded conversion option of the convertible notes are recorded as derivative liabilities at their fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $18,000. The debt discount relates to fair value of the embedded conversion option and fair value of the warrants. The debt discount is charged to interest expense ratably over the term of the convertible note. DIRECTOR

~~As of September 30, 2014, outstanding principal and accrued interest on the note was $23,000 and $479, respectively.~~a)

~~(h)~~During the first quarter of 2015 an officer of the Company advanced $3,489 to the Company. The proceeds from the non-interest bearing advance were used for general operating expenses. The Company did not impute interest on the loan as it was deemed to be de minimus to the financial statements. As of March 31, 2015 the Company is reflecting a liability of $3,489.

OnTroubled ~~July~~debt ~~17,~~restructuring ~~2014~~– ~~the~~Convertible ~~Company~~Notes ~~issued~~and aNotes ~~convertible~~Payable ~~promissory~~– ~~note~~Officers in& ~~the~~Directors principal amount of $20,000. The convertible note matures December 31, 2015 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 10 trading days prior to conversion.

~~The~~On ~~Company~~February ~~accounted~~6, ~~for~~2015, the ~~issuance~~Company ofentered ~~the~~into ~~convertible~~an ~~promissory~~agreement ~~note~~ in ~~accordance~~order ~~with~~to ~~ASC~~satisfy ~~815~~outstanding ~~“Derivatives~~liabilities ~~and Hedging”. Accordingly, the embedded conversion option~~ of the ~~convertible~~Company ~~notes~~due ~~are~~to ~~recorded~~our asChief ~~derivative~~Executive ~~liabilities~~Officer, atLeslie ~~their~~Kessler ~~fair~~(“Kessler”), ~~market~~dating ~~value~~back ~~and are marked~~ to ~~market~~2007. ~~through~~In ~~earnings at~~ the ~~end~~settlement, ~~of each reporting period~~Ms. ~~The~~Kessler ~~gross~~and ~~proceeds from~~ the ~~sale~~Company ofhave ~~the~~agreed, ~~note~~in ~~are~~exchange ~~recorded~~for ~~net~~the ofissuance ~~a discount~~ of ~~$20,000.~~325 ~~The~~shares ~~debt discount relates to fair value~~ of ~~the~~convertible ~~conversion~~preferred ~~option.~~stock ~~The~~(“Series ~~debt~~J ~~discount~~Preferred isStock”) ~~charged~~ to ~~interest~~Ms. ~~expense~~Kessler, ~~ratably~~that ~~over~~all ~~the~~deferred ~~term~~compensation ofowing ~~the~~to ~~convertible note~~Ms. ~~The~~Kessler ~~fair~~and ~~value~~all ofloan ~~the~~obligations ~~conversion~~of ~~option on~~ the ~~date~~Company ofdue ~~issuance~~to inMs. ~~excess~~Kessler ofwould ~~the~~be ~~face~~terminated, ~~amount~~apart offrom ~~the~~a ~~note~~$17,500 ~~was~~loan ~~recorded~~ to ~~interest~~the ~~expense~~Company onby ~~the~~Ms. ~~date~~Kessler, ofwhich ~~issuance~~remains outstanding.

AsThe ofSeries ~~September~~J ~~30,~~Preferred ~~2014,~~Stock ~~outstanding~~issued ~~principal~~to ~~and~~Ms. ~~accrued~~Kessler ~~interest~~has ona ~~the~~stated ~~note~~value ~~was~~of $20325,000 and ~~$417~~an annual dividend yield of 5%, ~~respectively~~and is convertible into 650,000,000 shares of common stock at the option of Ms. Kessler. The Company has the option to redeem the preferred stock at any time for an amount equal to its stated value plus any accrued dividend by paying cash to Ms. Kessler subject to a conversion notice tendered by the holder within five days from receipt of a redemption notice.

~~(i)~~The Company estimated the fair value of the 325 shares of preferred stock on the date of the settlement to be $195,000.

~~On August 13, 2014 the Company issued a convertible promissory note in the principal amount of $85,000.~~ The ~~convertible~~gain ~~note~~resulting ~~matures~~from ~~June 30, 2015 with~~ the ~~stated~~settlement ~~interest rate at 8%. The note is convertible into the Company’s common stock at a 50% discount~~ of the ~~lowest~~amounts ~~closing~~due ~~bid price during the 20 trading days prior~~ to ~~conversion.~~Kessler ~~The~~was ~~Company~~determined ~~received~~as ~~note proceeds of $75,000 during August 2014 and $10,000 during October 2014.~~follows:


Preferred stock to be issued	$	195,000
Total consideration		195,000
Amount outstanding under deferred compensation agreements		(846,038)
Interest accrued on deferred compensation		(148,634)
Book value of 6,431,944 cancelled warrants		−
Amount outstanding under debt agreements		(138,951)
Interest accrued on debt agreements		(25,422)
Gain on restructuring of debt	$	(964,045)

AsThe gain on restructuring of ~~September~~debt ~~30,~~of ~~2014~~$964,045 ~~outstanding~~was ~~principal~~accounted ~~and~~for ~~accrued~~as ~~interest~~contributed oncapital due to the ~~note~~related ~~was~~party ~~$75,000~~nature ~~and~~of ~~$800,~~the ~~respectively~~transaction.

16NOTE 10: COMMITMENTS AND CONTINGENCIES

~~(j)~~Employment Agreements

OnAs ~~September~~per ~~16, 2014~~ the ~~Company~~terms ~~issued~~of an aagreement ~~convertible~~with ~~promissory~~our ~~note~~Chief inExecutive ~~the~~Office ~~principal~~entered ~~amount~~into ~~of $23,000. The convertible note matures~~ on ~~June~~February 306, 2015, ~~with~~during ~~the~~2015 ~~stated~~our ~~interest~~CEO ~~rate~~shall atreceive ~~10%.~~monthly ~~The~~compensation ~~note is convertible into the Company’s common stock at a conversion price~~ of $~~0.0005~~10,000 ~~per~~in ~~share.~~cash Inand ~~addition~~$5, ~~9,200,~~000 ~~warrants~~in ~~were~~stated ~~issued~~value ~~with~~of anSeries ~~exercise~~H ~~price~~Preferred ofStock, ~~$0.0006~~and ~~per~~be ~~share.~~eligible ~~The~~to ~~warrants~~receive ~~are~~cash ~~fully vested~~ and ~~have~~equity abonus ~~life~~compensation offrom 5revenue ~~years~~received from ~~date~~sales ofgenerated ~~issuance.~~by her.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and Hedging”. Accordingly, the warrants and embedded conversion option of the convertible notes are recorded as derivative liabilities at their fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $23,000. The debt discount relates to fair value of the embedded conversion option and fair value of the warrants. The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion option and warrants on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance.

As of September 30, 2014, outstanding principal and accrued interest on the note was $23,000 and $89, respectively.

(k)

On April 23, 2014, a note-holder entered into a Securities Transfer Agreement pursuant to which the note-holder sold $25,000 of principal plus accrued interest of the Original Notes and the rights associated with the purchase portion. The Company issued a Replacement Note to the purchaser along the same terms as the Purchased Note with the following amendments:

The replacement note shall be convertible into the Company’s common stock, at any time at the option of the Purchaser, at an initial conversion price per share equal to fifty percent (the “Discount”) of the lowest closing bid price for the Company’s common stock during the fifteen trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”) (“Initial Conversion Price”; provided that if the closing bid price for the common stock on the Clearing Date is lower than the Closing Bid Price, then the Purchase Price shall be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price, and provided further, that if the Company’s common stock becomes chilled by the Deposit Trust Corporation (DTC) at the time that any portion of the principal and interest of the Replacement Note is converted by Holder, than the Discount shall be adjusted to sixty percent for so long as the Common Stock is chilled. For purposes of this Agreement, the Clearing Date shall be on the date in which the conversion shares are deposited into the Purchaser’s brokerage account and Purchaser’s broker has confirmed with Purchaser the Purchaser may execute trades of the conversion shares.

The Replacement Note shall have a limitation on conversion equal to 9.99% of the Company’s outstanding common stock.

The Company shall bear any and all miscellaneous expenses that may arise as a result of conversion and delivery of shares of common stock in respect of the Replacement Note.

(l)

On July 10, 2014, a note-holder entered into a Securities Transfer Agreement pursuant to which the note-holder sold $25,000 of principal plus accrued interest of the Original Notes and the rights associated with the purchase portion. The Company issued a Replacement Note to the purchaser along the same terms as the Purchased Note with the following amendments:

The Replacement Note shall have a limitation on conversion equal to 9.99% of the Company’s outstanding common stock.

The Company shall bear any and all miscellaneous expenses that may arise as a result of conversion and delivery of shares of common stock in respect of the Replacement Note.

(m)

During the nine months ended September 30, 2014, the Company issued a total of 335,449,073 shares of common stock upon the requests from note holders to convert principal plus accrued interest and fees totaling $225,970 into the Company’s common stock based on the terms set forth in the loans. The conversion rates ranged from $.00045 - $0.00132 per share.

NOTE 10: CONVERTIBLE NOTES AND NOTES PAYABLE – OFFICERS & DIRECTOR

(a)

During March 2014 and April 2014, the Company’s Chief Executive Officer made a short term loan of $6,500 and $4,800 to the Company. This loan was intended to be repaid within 2 months. No documents were prepared nor interest accrued. As of September 30, 2014 the loan has been paid in full.

NOTE 11: COMMITMENTS AND CONTINGENCIES

Operating Leases

25 Fairchild Ave

Effective as of July 1, 2008, the Company entered into a seven-year lease for 5,300 square feet of space at 25 Fairchild Avenue in Plainview, New York. The facility is to serve as the Company’s executive offices, sales office, showroom and an assembly area.

In March 2012 management exercised a “Good Guy Clause” in its lease and abandoned the space at 25 Fairchild Avenue.

On September 12, 2012, as a result of the Company’s action, Fairchild Warehouse Associates, LLC (“Fairchild”), as plaintiff, filed suit for recovery of past rental payments for the Company’s former office space at 25 Fairchild Avenue, Plainview, N.Y. 11803. An inquest began on December 10, 2014 to determine the amount of money damages due on Fairchild’s claim and on March 3, 2015 the court awarded judgment to the plaintiff against the Company in the sum of $887,929. Adding interests and costs to the awarded amount, judgment has been entered against the Company in the total sum of $892,042. Interest on the judgment will continue to accrue at the rate of 9% per annum until satisfied.

During the three months ended September 30, 2014 the Company recorded rent, rent related expenses and penalties of $309,057 as a result of the judgment which is included in occupancy expense in the accompanying condensed consolidated statements of operations. As of September 30, 2014 the Company has accrued a liability of $784,986 related to the judgment and is included in accounts payable and accrued liabilities at September 30, 2014.15

During the three months ended March 31, 2015 the Company recorded rent, rent related expenses and penalties of $91,125 as a result of the judgment which is included in occupancy expense in the accompanying condensed consolidated statements of operations. As of March 31, 2015 the Company has accrued a liability of $904,743 related to the judgment and is included in accounts payable and accrued liabilities at March 31, 2015.

35 East Mall

In June 2014 the Company entered into an operating lease for its Plainview N.Y. office facility for a period of six months starting in July 2014. The Company will pay monthly rental payments of $1,050. The lease may be renewed in six month increments, with forty-five days’ notice and is subject to a 5% increase per annum.

Consulting Agreement

On June 13, 2014, the Company entered into a consulting agreement (the “Consulting Agreement”) with Tarpon, a related party, for the period from the date of the agreement through March 31, 2015. The agreement requires Tarpon to provide general management and consulting services and advisory services to the Company, including assistance in connection with the restructuring of its outstanding debt and equity securities.

Pursuant to the terms of the Consulting Agreement, Tarpon will be compensated by the issuance to it by the Company of shares of Series H Convertible Preferred Stock. Pursuant to the terms of the Consulting Agreement, Tarpon will receive Series H Preferred Stock with a stated value of $425,000 upon the execution of the Agreement, and additional Series H Preferred Stock with a stated value of $75,000 monthly, commencing July 1, 2014 and continuing through the balance of the term. Tarpon received an initial issuance of 17 shares of Series H Preferred (convertible into 151,785,714 shares of common stock) on June 17, 2014, and monthly issuances on July 1, August 1, September 1 and October 1, 2014, of three shares each of Series H Preferred Stock (convertible into 53,571,429, 68,181,818, 187,500,000 and 150,000,000 shares of common stock, respectively). Tarpon has waived its rights under the consulting agreement to the November and December 2014, and the January, February and ~~February~~March 2015, issuances of Series H Preferred Stock. The execution and delivery of the Consulting Agreement was approved by the directors of the Company. The Company’s President did not participate in the vote on this matter.

Equity Purchase Agreement

On June 13, 2014, the Company entered into an Equity Purchase Agreement with an accredited investor. The terms of the Equity Purchase Agreement provide that the Investor agrees, subject to put notices from the Company, to purchase up to $5,000,000 in Common Stock during the 24 months following the execution of the Agreement, subject to certain conditions and limitations. For each closing, the purchase price of the Common Stock will be 90% of the average of the three lowest Closing Bid Prices during the 10 trading days following the relevant Clearing Date (as defined in the Equity Purchase Agreement). In connection therewith, the Company also entered into a Registration Rights Agreement with the investor, pursuant to which the Company is required to file a Registration Statement with the Securities and Exchange Commission for the expected number of shares to be issued under the Equity Purchase Agreement within 120 days of the date of the Registration Rights Agreement. The Investor also provided the Company with a one year loan of $100,000; the obligation to repay this loan is represented by a Promissory Note issued by the Company to the Investor. As of March 2731, 2015, no shares have been purchased under the Equity Purchase Agreement and the Company has not filed a registration statement.

Settlement Agreement

On September 30, 2014 the Company entered into an agreement in-order to satisfy an outstanding liability of the Company to our former Vice President of International Markets, Shaul Kochan, dating back to 2009. Per the terms of the agreement the Company ~~shall~~would issue 110 shares of preferred stock with a stated value equal to $110,000., ~~The~~which ~~Company~~would ~~has~~be ~~agreed~~redeemed toby ~~redeem~~ the ~~preferred~~Company ~~stock~~on a monthly basis in 14 separate tranches at the beginning of each calendar month beginning October 1, 2014, pursuant to the following schedule: $5,000 in stated value worth of shares each month for the first 4 months; $7,500 in stated value worth of shares each month for the subsequent 6 tranches; $10,000 in stated value worth of shares each month for the subsequent 3 tranches; and $15,000 in stated value worth of shares in the final month.

IfIn addition, the Company ~~misses~~would ~~payment~~extend the maturity date of ~~any~~the ~~tranche~~outstanding itwarrant ~~will~~held ~~have~~by 30Mr. ~~calendar~~Kochan ~~days~~from inits ~~which~~current toexpiration ~~cure~~date ~~such~~of ~~payment~~March 7, ~~after~~2015 ~~which~~to ~~time~~March ~~the~~7, ~~Company~~2017, ~~agrees~~and to issue an additional ~~shares~~warrant ofto ~~preferred~~Mr. ~~stock~~Kochan ~~representing~~for 1%right ofto ~~the~~exercise ~~aggregate~~and ~~stated~~purchase ~~value~~2,000,000 shares of the ~~then~~Company’s ~~outstanding~~common ~~preferred~~ stock ~~held~~at byan Mrexercise price of $0.052 ~~Kochan,~~and ~~redeemable~~maturity ~~under~~date ~~similar~~of ~~terms.~~March 7, 2017.

InOn ~~addition~~March 9, 2015, the Company ~~agrees~~rescinded tothe ~~extend~~settlement ~~the~~agreement ~~maturity~~with ~~date~~Kochan ofdue to the ~~outstanding~~assertion ~~warrant~~of ~~held~~further claims by MrKochan. ~~Kochan~~Due ~~from~~to ~~its~~termination ~~current expiration date~~ of ~~March~~the 7,settlement ~~2015~~agreement tothe ~~March~~Company 7,did ~~2017.~~not ~~The~~issue ~~Company~~Kochan ~~further~~the ~~agrees~~preferred toshares ~~issue~~and an additional ~~warrant~~warrants toprovided ~~Mr. Kochan~~ for ~~right~~under tothe ~~exercise~~agreement. ~~and~~Payments ~~purchase~~totaling 2$15,000~~,000~~ ~~shares~~made ofto ~~the~~Kochan ~~Company’s~~during ~~common~~the ~~stock~~year atended anDecember ~~exercise~~31, ~~price~~2014 ofshall ~~$0.052~~be ~~and~~applied ~~maturity~~toward ~~date~~outstanding ofliabilities ~~March~~owed 7,to ~~2017~~Kochan.

On March 9, 2015, the Company rescinded the settlement agreement with Kochan due to the assertion of further claims by Kochan. Due to termination of the settlement agreement the Company did not issue Kochan the preferred shares and additional warrants provided for under the agreement. Payments totaling $15,000 made to Kochan subsequent to September 30, 2014 shall be applied toward outstanding liabilities owed to Kochan. 16

Litigation

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. As of ~~September~~March 3031, ~~2014~~2015, the Company has the following litigation outstanding.

19The Company has remained a defendant in a lawsuit since September 12, 2012 in the Supreme Court of the State of New York, County of Nassau, filed by Fairchild Warehouse Associates, LLC (“Fairchild”), as plaintiff, for recovery of past rental payments for the Company’s former office space at 25 Fairchild Avenue, Plainview, New York 11803. An inquest began on December 10, 2014 to determine the amount of money damages due on Fairchild’s claim and on March 3, 2015 the court awarded judgment to the plaintiff against the Company in the sum of $887,929. Adding interests and costs to the awarded amount, judgment has been entered against the Company in the total sum of $892,042. Interest on the judgment will continue to accrue at the rate of 9% per annum until satisfied. As of March 31, 2015 the Company has accrued a liability of $904,743 related to the judgment and is included in accounts payable and accrued liabilities at March 31, 2015.

The Company ~~has~~is ~~remained~~in default under a ~~defendant~~May in30, a2012, ~~lawsuit~~Securities ~~since~~Purchase ~~September~~Agreement 12entered into with TCA Global Credit Master Fund, ~~2012~~LP in(“TCA”), providing for the ~~Supreme~~issuance ~~Court~~of $275,000 principal amount of senior secured redeemable and convertible debentures due November 30, 2012. On October 4, 2013, at the ~~State~~request of ~~New~~the ~~York~~lender due to default, ~~County~~the Company converted $303,499 of ~~Nassau~~convertible notes and accrued interest into a new convertible note in the amount of $531,431. ~~filed~~The increase in principal was due to amounts charged by ~~Fairchild~~the ~~Warehouse~~lender ~~Associates~~for penalties, ~~LLC~~interest, ~~(“Fairchild”)~~legal and other fees. The newly issued note bears interest at rates of 18% per annum and is due on demand. The lender may convert all or any portion of the outstanding principal, asaccrued ~~plaintiff~~and unpaid interest, ~~for~~and ~~recovery~~any other sums due and payable under the Note into shares of ~~past~~the ~~rental~~Company’s ~~payments~~common ~~for~~stock at a conversion price equal to 85% of the lowest daily volume weighted average price of the Company’s ~~former~~common ~~office~~stock ~~space~~during atthe 25five ~~Fairchild~~trading ~~Avenue,~~days ~~Plainview~~immediately prior to such applicable conversion date, ~~New~~in ~~York~~each ~~11803.~~case Ansubject ~~inquest~~to ~~began~~the onlender ~~December~~not ~~10,~~being ~~2014~~able to ~~determine~~beneficially ~~the~~own ~~amount~~more than 4.99% of ~~money~~our ~~damages~~outstanding ~~due~~common onstock ~~Fairchild’s~~upon ~~claim~~any conversion. The conversion price is subject to anti-dilution protection and ondown ~~March~~round 3,provisions ~~2015~~in the ~~court~~event ~~awarded~~that ~~judgment~~the toCompany issues additional equity securities at a price less than the ~~plaintiff~~conversion ~~against~~price. On March 10, 2014, TCA accelerated the ~~Company~~outstanding inprincipal balance, interest, calculated at the ~~sum~~default rate of ~~$887~~18%,~~929.~~ ~~Adding~~and ~~interests~~all ~~and~~sums ~~costs~~due tounder the ~~awarded~~original ~~amount,~~note ~~judgment~~and ~~has~~any ~~been~~amendments. In August 2014 a default final judgment was entered against the Company concluding that TCA is entitled to damages in the ~~total~~amount ~~sum~~ of $~~892~~610,~~042.~~349, ~~Interest~~to onforeclose upon the ~~judgment~~security ~~will~~interests, ~~continue~~and to ~~accrue~~recover attorneys’ fees and costs incurred by TCA. In addition prejudgment interest shall be assessed at ~~the~~a rate of 918% per annum ~~until~~and ~~satisfied~~post judgment interest shall be assessed at a rate of 4.75% per annum. As of ~~September~~March 3031, ~~2014~~2015 the Company has accrued a liability of $~~784~~675,~~986~~715 related to the ~~judgment~~TCA claim and is included in ~~accounts~~convertible ~~payable~~notes ~~and accrued liabilities at September 30, 2014~~payable.

~~The~~On ~~Company~~November ~~is in default under a May 30~~27, ~~2012~~2013, ~~Securities~~the ~~Purchase~~Company ~~Agreement~~ entered into ~~with~~a ~~TCA~~settlement ~~Global~~agreement ~~Credit~~with ~~Master~~Tarpon ~~Fund,~~Bay LPPartners LLC (“~~TCA~~Tarpon”), ~~providing~~a ~~for~~related ~~the~~party. ~~issuance~~The ofmanager ~~$275,000 principal amount~~ of ~~senior~~Tarpon ~~secured~~is ~~redeemable~~Stephen ~~and~~Hicks, ~~convertible~~the ~~debentures~~President ~~due~~of ~~November~~the ~~30, 2012~~Company. OnTarpon ~~October~~previously 4,purchased ~~2013,~~outstanding atliabilities ~~the request~~ of the ~~lender~~Company ~~due~~from toTCA ~~default,~~in the ~~Company~~amount ~~converted~~of $~~303~~506,~~499~~431 ofand ~~convertible~~Designs ~~notes~~ and ~~accrued~~Project ~~interest~~Development ~~into~~Corporation (a ~~new~~former ~~convertible~~landlord) ~~note~~ in the amount of $~~531~~56,~~431~~429. ~~The~~Per ~~increase in principal was due to amounts charged by~~ the ~~lender~~terms ~~for penalties, interest, legal and other fees. The newly issued note bears interest at rates~~ of ~~18% per annum and is due on demand. The lender may convert all or any portion of~~ the ~~outstanding~~settlement ~~principal, accrued and unpaid interest, and any other sums due and payable under~~ the ~~Note into shares of the~~ Company’s ~~common~~was ~~stock at a conversion price equal~~ to ~~85%~~issue ofTarpon ~~the~~shares ~~lowest daily volume weighted average price~~ of ~~the Company’s~~ common stock ~~during~~in ~~the~~one ~~five~~or ~~trading~~more ~~days~~tranches ~~immediately~~as ~~prior to such applicable conversion date~~necessary, inand ~~each case~~ subject to ~~the~~adjustment ~~lender~~and ~~not~~ownership ~~being~~limitations, ~~able~~and toa ~~beneficially~~convertible ~~own~~promissory ~~more~~note ~~than~~in ~~4.99%~~the ofprincipal ~~our~~amount ~~outstanding~~of ~~common stock upon any conversion~~$75,000. The ~~conversion~~Company ~~price~~failed isto ~~subject~~issue shares to ~~anti-dilution~~Tarpon ~~protection~~and in the ~~event~~first ~~that~~quarter ~~the~~of ~~Company issues additional equity securities at a price less than the conversion price. On March 10,~~ 2014, TCA ~~accelerated~~rescinded ~~the~~its ~~outstanding~~liabilities ~~principal~~purchase ~~balance,~~agreement ~~interest,~~with ~~calculated~~Tarpon. atAs ~~the default rate~~ of ~~18%~~March 31, ~~and~~2015 ~~all sums due under~~ the ~~original~~Company ~~note~~has ~~and~~accrued ~~any amendments. In August 2014~~ a ~~default~~liability ~~final judgment was entered against the Company concluding that TCA is entitled to damages in the amount~~ of $~~610~~61,~~349,~~474 related to ~~foreclose upon~~ the ~~security~~Designs ~~interests,~~ and toProject ~~recover~~Development ~~attorneys’~~Corporation ~~fees~~claim and ~~costs~~is ~~incurred~~included byin ~~TCA.~~notes Inpayable ~~addition prejudgment interest shall be assessed at a rate of 18% per annum~~ and ~~post judgment interest shall be assessed at a rate of 4.75% per annum. As of September 30, 2014~~ the ~~Company has accrued a liability of~~ $~~627~~506,~~355~~431 related to ~~the~~ TCA ~~claim~~has ~~and~~been is included in convertible ~~notes~~promissory ~~payable~~notes.

On November 27, 2013, the Company entered into a settlement agreement with Tarpon Bay Partners LLC (“Tarpon”), a related party. The manager of Tarpon is Stephen Hicks, the President of the Company. Tarpon previously purchased outstanding liabilities of the Company from TCA in the amount of $506,431 and Designs and Project Development Corporation (a former landlord) in the amount of $56,429. Per the terms of the settlement the Company was to issue Tarpon shares of common stock in one or more tranches as necessary, and subject to adjustment and ownership limitations, and a convertible promissory note in the principal amount of $75,000. The Company failed to issue shares to Tarpon and in the first quarter of 2014 TCA rescinded its liabilities purchase agreement with Tarpon. As of September 30, 2014 the Company has accrued a liability of $59,878 related to the Designs and Project Development Corporation claim and is included in notes payable and the $506,431 related to TCA has been included in convertible promissory notes.17

On January 31, 2014, in conjunction with the settlement agreement outlined above, the Company issued Tarpon a convertible promissory note in the principal amount of $75,000. The convertible note matures one year from the date of issuance with interest at 10% per annum. The convertible promissory note has no registration rights and shall be convertible into the common stock of the Company at any time at a conversion price equal to 75% of the low closing bid price for the twenty days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

An eviction notice was issued on October 8 by the landlord for 160 Dupont Street, Five Towns Realty Associates, Inc (“Five Towns Realty”). There is currently an outstanding balance of $54,739 that is subject to a lawsuit and is included in accounts payable and accrued liabilities at ~~September~~March 3031, ~~2014~~2015. The Company is currently in negotiations with Five Towns Realty to reach a settlement.

An action was commenced on March 22, 2012, in the Supreme Court of the New York for the County of Nassau, by Lazar, Sanders Thaler & Associates, LLP, a dissolved accounting firm of which Terry R. Lazar, the Company’s former CFO was a member. Among the parties named as defendants were Mr. Lazar and the Company. The claim was made that the Company owned fees to the plaintiff and/or that such fees were paid to Terry Lazar who never forwarded them to the plaintiff. Mr. Lazar undertook the defense of the action on his behalf and on behalf of the Company.

The matter proceeded to inquest and the court awarded judgment to the plaintiff against the Company in the sum of $25,000. Adding interests and costs to the awarded amount, judgment has been entered against the Company in the total sum of $36,613. An appeal has been taken from the judgment. The appeal has been perfected by the filing of the record and brief in the Supreme Court of the state of New York. As of ~~September~~March 3031, ~~2014~~2015 the Company has accrued a liability of $36,613 related to the judgment and is included in accounts payable and accrued liabilities at ~~September~~March 3031, ~~2014~~2015.

20On October 23, 2014, the Company received a notice, filed with the Office of the District Administrative Judge, 10th Judicial District, Nassau County, New York, of the Company’s right to arbitrate a fee dispute with Steve Legum over $12,194 of legal fees in connection with Mr. Legum’s representation of the Company in the Levin Consulting Group matter. The Company did not file the Request for Fee Arbitration within the required 30 days of receipt of the notice, thereby forfeiting its right elect to resolve the dispute by arbitration. As of March 31, 2015 the Company has accrued a liability of $12,194 related to the dispute and is included in accounts payable and accrued liabilities at March 31, 2015.

OnNOTE ~~October~~11 ~~23,~~- ~~2014,~~STOCKHOLDERS' the Company received a notice, filed with the Office of the District Administrative Judge, 10th Judicial District, Nassau County, New York, of the Company’s right to arbitrate a fee dispute with Steve Legum over $12,194 of legal fees in connection with Mr. Legum’s representation of the Company in the Levin Consulting Group matter. The Company did not file the Request for Fee Arbitration within the required 30 days of receipt of the notice, thereby forfeiting its right elect to resolve the dispute by arbitration. As of September 30, 2014 the Company has accrued a liability of $12,194 related to the dispute and is included in accounts payable and accrued liabilities at September 30, 2014.DEFICIENCY

~~NOTE~~a) ~~12:~~Amendment ~~STOCKHOLDERS'~~to ~~DEFICIENCY.~~Articles of Incorporation

Amendment to Articles of Incorporation

On February 26, 2015, the Company filed with the Secretary of State of the State of Delaware an amendment to its Certificate of Incorporation increasing the number of shares of common stock that the Company is authorized to issue from 2,000,000,000 shares of common stock, par value $.001 per share, to 10,000,000,000 shares of common stock, par value $0.00001 per share. In addition the par value per share of the Company’s preferred stock decreased to $0.00001 per share as a result of the amendment.

The equity of the Company has been retroactively recast to reflect the decrease in the par value per share of the preferred and common shares and the increase in number of authorized common shares per the amendment.

b) During the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015, the Company recorded the following transactions:

Debt

During the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015, the Company issued a total of ~~346~~125,~~812~~790,~~709~~000 shares of common stock upon the ~~requests~~request from a note ~~holders~~holder to convert principal plus accrued interest and fees totaling $~~238~~6,~~470~~290 into the Company’s common stock based on the terms set forth in the ~~loans~~loan. The conversion ~~rates~~rate ~~ranged~~was ~~from~~ $.~~00045~~00005 ~~- $0.00132~~ per share.

On January 87, ~~2014~~2015, the Company issued 13172,~~265~~654,~~625~~147 shares of common stock to a note lender ~~as penalty shares~~ for failing to issue shares timely upon receipt of the conversion notice from the lender. The Company recorded $4717,~~756~~265 of interest expense ~~during 2013~~ for such issuance.

On ~~March~~January 139, ~~2014~~2015, athe ~~warrant~~Company ~~holder~~issued ~~exercised 625~~48,~~000~~456,897 ~~warrants~~shares atof ~~exercise~~common ~~price~~stock ofto ~~$0.0025.~~a ~~The~~note ~~holder~~lender ~~elected~~for ~~their~~failing ~~cash-less~~to ~~exercise~~issue ~~provision.~~shares ~~Accordingly,~~timely upon receipt of the ~~Company~~conversion ~~issued~~notice ~~526,315~~from ~~shares~~the oflender. ~~common~~The ~~stock~~Company inrecorded ~~connection~~$4,846 ~~with~~of interest expense for such ~~exercise~~issuance.

On August 27, 2013 the Company received proceeds of $10,500 for the exercise of 1,093,750 warrants and as of December 31, 2013 the shares had not been issued and accordingly the Company recorded the liability for the share issuance. On August 19, 2014 the Company issued the warrant holder 9,545,455 shares which represented the fair value of $10,500 of the proceeds received.18

OnNOTE ~~July~~12 9,– ~~2013~~PREFERRED the Company received proceeds of $27,923 for the exercise of 2,389,817 warrants and as of December 31, 2013 the shares had not been issued and accordingly the Company recorded the liability for the share issuance. On August 19, 2014 the Company issued the warrant holder 27,202,727 shares which represented the fair value of $27,923 of the proceeds received.STOCK

OnThe ~~July~~Company 1,is ~~2014,~~authorized ~~the~~to ~~Company~~issue ~~issued 7~~10,~~634~~000,~~921~~000 shares of ~~common~~preferred stock, topar avalue ~~note~~$0.00001 ~~lender~~per ~~for~~share, ~~failing~~issuable toin ~~issue~~series ~~shares~~with ~~timely~~rights, ~~upon~~preferences, ~~receipt~~privileges ofand ~~the~~restrictions ~~conversion~~as ~~notice~~determined ~~from~~by the ~~lender. The~~ Company’s ~~recorded~~board ~~$12,979~~ of ~~interest expense for such issuance~~directors.

On September 15, 2014, the Company issued 7,027,778 shares of common stock to a note lender for failing to issue shares timely upon receipt of the conversion notice from the lender. The Company recorded $4,919 of interest expense for such issuance.

Preferred stock

Series A and Series F Preferred Stock

On June 3, 2014, the Company filed with the Secretary of State of the State of Delaware Certificates of Correction to its existing Certificates of Designations for its Series A and Series F Preferred Stock, respectively. These filings reduced the number of authorized shares of the Company’s Series A Preferred Stock from the previously reported 400,000 shares to 52,500 shares and the number of authorized shares of the Series F Preferred Stock from the previously reported 1,000,000 shares to 38,644 shares. In each case, the current number of outstanding shares (as of the date of filing of each Certificate of Correction, 2014) of the relevant Series is not more than the number of authorized shares specified in the corresponding Certificate of Correction.

Series G Convertible Preferred Stock

On June 13, 2014, the number, designation, rights, preferences and privileges of the Series G Convertible Preferred Stock (“Series G Preferred Stock”) were established by the Board. The designation, rights, preferences and privileges that the Board established for the Series G Preferred Stock are set forth in a Certificate of Designations that was filed with the Secretary of State of the State of Delaware on June 17, 2014. Among other things, the Certificate of Designation provides that each one share of Series G Preferred has voting rights equal to (x) (i) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (the number determined by this clause (i), the “Numerator”), divided by (ii) 0.49, minus (y) the Numerator. These voting rights apply only to matters of Company capitalization (i.e. increase in authorized common stock, stock splits, etc.), and similar matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent. The Series G has a par value of $0.00001 per share and a stated value of $1.00 per share, no rights to dividends but provides for liquidation rights which entitle the holder to a pro-rata share of net assets. Each Series G share is convertible, at the option of the holder, into one share of Common Stock. The Company issued all of the 51 authorized shares of the Series G Preferred Stock to the President for a purchase price of $1 per share. The Company estimated the fair value of the 51 shares of Series G Preferred Stock issued to be $2,861 on the date of issuance and the excess of the estimated fair value over the purchase price was recorded to compensation expense on the date of issuance.

As a result of the voting rights granted to the Series G Preferred Stock in the Certificate of Designations, the Series G Stockholder holds in the aggregate approximately 51% of the total voting power of all issued and outstanding voting capital of the Company. Pursuant to the terms of the Board resolution authorizing the issuance of the Series G Preferred Stock, and authorizing the issuance of the shares to the Company President, the Company has the right to redeem said Preferred Stock of the Company upon his resignation or the termination of his services as President of the Company.

Series H Convertible Preferred Stock

OnDuring ~~June~~the ~~13,~~three ~~2014,~~months ~~the~~ended ~~number,~~March ~~designation~~31, ~~rights~~2015, ~~preferences~~the ~~and~~Company ~~privileges~~issued an aggregate of ~~the~~0.60 shares of Series H ~~Convertible~~ Preferred Stock ~~(“Series~~with Ha ~~Preferred~~stated ~~Stock~~value of $15,000 to its Chief Executive Officer (“CEO”), ~~were~~as ~~established~~compensation byper the ~~Board.~~terms ~~The~~of ~~designation,~~an ~~rights~~agreement entered into with its CEO on February 6, ~~preferences~~2015. ~~and~~The ~~privileges~~Company ~~that~~estimated the ~~Board~~aggregate ~~established~~fair ~~for~~value of the 0.60 shares of Series H Preferred Stock ~~are~~issued ~~set~~to ~~forth~~be inapproximately a$15,000 ~~Certificate~~on ofthe ~~Designations~~various ~~that~~dates ~~was~~of ~~filed~~issuance ~~with~~and ~~the~~was ~~Secretary~~recorded ofto ~~State~~compensation ofexpense on the ~~State~~various dates of ~~Delaware on June 17, 2014~~issuance.

~~The Certificate of Designations for the~~ Series HI ~~Preferred~~Convertible ~~Stock provides for the issuance of up to 1,000 shares of Series H stock with a par value of $0.00001 per share and a stated value of $25,000 per share. As long as any shares of Series H~~ Preferred Stock remain outstanding, the Company cannot, without the consent of the holders of at least 90% of the Series H Preferred Stock, redeem, repurchase or otherwise acquire any junior securities, or pay or make any distribution upon any junior securities as defined therein.

~~The~~On ~~Series~~April H9, ~~Preferred~~2015, ~~Stock is convertible at~~ the ~~option~~number, ofdesignation, ~~the~~rights, ~~holder~~preferences ~~into~~and ~~such~~privileges ~~number~~ of ~~shares upon~~ the ~~conversion~~Series ~~ratio~~I ~~equal~~Convertible toPreferred ~~the~~Stock ~~aggregate stated value of the~~ (“Series HI Preferred Stock”) ~~converted~~were ~~divided~~established by the ~~average~~Board. ~~closing~~The ~~bid~~designation, ~~price~~rights, ~~for~~preferences ~~the~~and ~~calendar~~privileges ~~month~~that ~~preceding~~ the ~~original~~Board ~~issuance~~established ~~date~~for of the ~~shares~~Series ~~being~~I ~~converted,~~Preferred asStock ~~reported~~are byset ~~the~~forth ~~reporting~~in ~~service.~~a ~~The~~Certificate ~~Company~~of isDesignations ~~required~~that towas ~~reserve~~filed awith ~~sufficient~~the ~~number~~Secretary of ~~shares~~State of ~~common~~the ~~stock~~State asof ~~may~~Delaware beon ~~required~~April ~~to be issued thereunder. The conversion ratio is subject to adjustment~~9, ~~from time to time, for various reasons including a sale or merger by the Company~~2015.

~~With~~The ~~respect~~Certificate toof ~~all~~Designations ~~matters~~for ~~upon which stockholders are entitled to vote or to which stockholders are entitled to give consent,~~ the ~~holders of the outstanding shares of~~ Series HI Preferred Stock ~~shall~~provides ~~vote~~for ~~together with~~ the ~~holders~~issuance of ~~Common~~up ~~Stock without regard~~ to ~~class,~~500 ~~except~~shares asof toSeries ~~those~~I ~~matters~~stock onwith ~~which~~a ~~separate~~par ~~class~~value ~~voting~~of is$0.00001 ~~required~~per byshare ~~applicable~~and ~~law~~a orstated ~~the~~value ~~Articles~~ of ~~Incorporation~~$1,000 orper ~~bylaws~~share.

OnThe ~~June 15, 2014, the Company issued 17 shares of~~ Series HI Preferred Stock tois ~~Tarpon,~~convertible aat ~~related party, as compensation per~~ the ~~terms~~option of athe ~~consulting~~holder ~~agreement entered~~ into ~~with~~such ~~Tarpon~~number onof ~~June~~shares ~~13,~~upon ~~2014.~~the ~~The~~conversion ~~Company~~ratio ~~estimated~~equal to the ~~fair~~aggregate stated value of the ~~17 shares of~~ Series HI Preferred Stock ~~issued~~converted todivided beby $~~425,000 on the date of issuance and was recorded to consulting expense on the date of issuance~~0.002.

~~During~~Holders ~~the~~of ~~three~~Series ~~months~~I ~~ended~~Preferred ~~September~~Stock ~~2014~~shall be entitled to receive, ~~the~~when ~~Company~~and ~~issued~~as andeclared ~~aggregate~~by the Board of 9Directors ~~shares~~out of ~~Series~~funds Hlegally ~~Preferred~~available ~~Stock~~therefor, toand ~~Tarpon,~~the aCompany ~~related~~shall ~~party~~accrue, asannually ~~compensation~~in ~~per~~arrears ~~the~~at ~~terms~~December 31 of aeach ~~consulting~~year, ~~agreement~~commencing ~~entered~~on ~~into~~the ~~with~~Issuance ~~Tarpon~~Date, cumulative dividends on ~~June~~the ~~13,~~Series ~~2014.~~I ~~The~~Preferred ~~Company~~Stock ~~estimated~~at the ~~fair~~rate ~~value~~per ofshare ~~the~~(as 9a ~~shares~~percentage of ~~Series~~the HStated ~~Preferred~~Value ~~Stock~~per ~~issued~~share) equal to befive ~~$225,000~~percent (5%) per annum on the ~~date~~Stated Value, payable at the option of ~~issuance~~the ~~and~~Company ~~was~~in ~~recorded~~cash toor ~~consulting~~common ~~expense~~stock onvalued at the ~~date~~average of ~~issuance~~the closing trade prices per share of the sixty (60) trading days of the calendar year.

22In the event of the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, holders of the Series I Preferred Stock are entitled to receive out of the assets of the Company the stated value per share of Series I preferred stock then outstanding, plus all other amounts in respect thereof then due and payable, before any payment or distribution upon dissolution, liquidation or winding up shall be made on any series or class of capital stock ranking junior to Series I Preferred Stock as to such payment or distribution.

Series J Convertible Preferred Stock

On April 9, 2015, the number, designation, rights, preferences and privileges of the Series J Convertible Preferred Stock (“Series J Preferred Stock”) were established by the Board. The designation, rights, preferences and privileges that the Board established for the Series J Preferred Stock are set forth in a Certificate of Designations that was filed with the Secretary of State of the State of Delaware on April 9, 2015.

The Certificate of Designations for the Series J Preferred Stock provides for the issuance of up to 500 shares of Series J stock with a par value of $0.00001 per share and a stated value of $1,000 per share.

The Series J Preferred Stock is convertible at the option of the holder into such number of shares upon the conversion ratio equal to the aggregate stated value of the Series J Preferred Stock converted divided by $0.0005.

Holders of Series J Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of funds legally available therefor, and the Company shall accrue, annually in arrears at December 31 of each year, commencing on the Issuance Date, cumulative dividends on the Series J Preferred Stock at the rate per share (as a percentage of the Stated Value per share) equal to five percent (5%) per annum on the Stated Value, payable at the option of the Company in cash or common stock valued at the average of the closing trade prices per share of the sixty (60) trading days of the calendar year.

With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series J Preferred Stock, subject to the ownership limitation set forth in the Series J designation, shall vote together with the holders of Common Stock, on an as “converted basis”, without regard to class, except as to those matters on which separate class voting is required by applicable law or the Articles of Incorporation or bylaws.

In the event of the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, holders of the Series J Preferred Stock are entitled to receive out of the assets of the Company the stated value per share of Series J preferred stock then outstanding, plus all other amounts in respect thereof then due and payable, before any payment or distribution upon dissolution, liquidation or winding up shall be made on any series or class of capital stock ranking junior to Series J Preferred Stock as to such payment or distribution.

On February 6, 2015, the Company issued 325 shares of Series J Preferred Stock to its Chief Executive Officer as part of a debt restructuring. (See Note 9 – “Troubled debt restructuring – Convertible Notes and Notes Payable – Officers & Directors”)

NOTE 13: STOCK WARRANTS

The following warrants were ~~granted~~expired:

The ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 ~~- 24~~5,~~326~~566,~~316~~198

The following warrants were ~~exercised~~cancelled:

The ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 ~~– 3~~6,~~558~~431,~~567~~944

The following ~~warrants~~tables ~~expired~~set forth information concerning the Company's warrant issuances and warrant balances outstanding as of, and during the three months ended March 31, 2015:

The nine months ended September 30, 2014 – 11,392,986


	Shares Underlying Warrants	Weighted Average Exercise Price		Intrinsic Value
Outstanding at December 31, 2014	209,756,376	$	0.01	$	-

Granted	-		-		-
Expired	(5,566,198)		0.055		-
Cancelled	(6,431,944)		0.012		-
Outstanding at March 31, 2015	197,758,234		0.01		-

The following ~~tables~~is ~~set~~additional ~~forth~~ information ~~concerning~~with respect to the Company's ~~warrant~~warrants ~~issuances and warrant balances outstanding~~ as of, ~~and~~March ~~during the nine months ended September 30~~31, ~~2014~~2015:

	Shares Underlying Warrants	Weighted Average Exercise Price			Intrinsic Value
Number of Warrants	Range of Exercise Price	Weighted Average Remaining Contractual Life (In Years)		Average Exercise Price			Currently Exercisable
Outstanding at December 31, 2013	176,574,286	$	0.02		$	-
176,807,055	$0.00024-$0.0096	2.74		$	0.0037		176,807,055
Granted	24,326,316		0.0014			-
18,317,049	$0.0108-$0.084	0.93		$	0.0315		18,317,049
Expired	(11,392,986)		0.046			-
2,574,606	$0.1-$0.1884	1.95		$	0.1139		2,574,606
Exercised	(3,558,567)		0.001			-
59,524	$0.84	0.65		$	0.8400		59,524
Outstanding at September 30, 2014	185,949,049		0.01			-
197,758,234							197,758,234

~~The~~NOTE ~~following~~14 is– ~~additional~~CREDIT ~~information with respect to the Company's warrants as of September 30, 2014:~~RISK

Number of Warrants	Range of Exercise Price	Weighted Average Remaining Contractual Life (In Years)	Average Exercise Price		Currently Exercisable
151,217,311	$0.0006-$0.0096	3.15	$	0.0044	151,217,311
32,097,608	$0.0108-$0.0964	0.98	$	0.0353	32,097,608
2,574,606	$0.1-$0.1884	2.46	$	0.1139	2,574,606
59,524	$0.84	1.15	$	0.8400	59,524
185,949,049					185,949,049

The Company maintains its checking and money market accounts in banks. Accounts at each bank are insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash and cash equivalents may be uninsured or in deposit accounts that exceed the FDIC insurance limit.

~~NOTE~~Periodically, ~~14:~~the ~~OFFICERS~~Company ~~AND~~evaluates ~~DIRECTORS~~the credit worthiness of the financial institutions and has determined the credit exposure to be negligible.

~~Terry R. Lazar, Chief Financial Officer of the Company and a Director, resigned on February 14, 2014 for personal reasons as Chief Financial Officer and from the Company’s Board of Directors.~~20

On April 2, 2014, the Company Board of Directors elected Stephen M. Hicks to the Board of Directors, to fill a vacancy on the Board, and as President of the Company. Mr. Hicks is the Chief Executive Officer of Southridge LLC (“Southridge.”) Southridge and its affiliates have financed the Company in the past and continue to own debt and equity securities of the Company. New directors, who are not officers, are paid $12,500 per year in cash or stock.

On April 2, 2014, the Company Board of Directors elected Mr. Gilbert Steedley to the Board to fill a vacancy on the Board. Mr. Steedley is currently interim Chief Executive Officer and Director of Accelpath, New York, N.Y. Compensation is as indicated above for Mr. Steedley.

On April 2, 2014, the Company elected Henry Sargent as Vice President and Secretary of the Company. Mr. Sargent is Chief Operating Officer and General Counsel of Southridge.

NOTE 15: SUBSEQUENT EVENTS

Issuance of Common Stock

OnFrom ~~January~~April 71, 2015 through September 30, 2015, the Company issued ~~172~~a total of 432,~~654~~895,~~147~~711 shares of common stock toupon athe ~~note~~requests ~~lender~~during ~~for~~prior ~~failing~~periods from note holders to ~~issue~~convert ~~shares~~principal ~~timely~~plus ~~upon~~accrued ~~receipt~~interest oftotaling $22,895 into the ~~conversion~~Company’s ~~notice~~common ~~from~~stock based on the ~~lender~~terms set forth in the loans. The ~~Company~~conversion ~~recorded~~rates ~~$17,265~~were offrom ~~interest~~$0.00005 ~~expense~~to ~~for~~$0.0000667 ~~such~~per ~~issuance~~share.

On ~~January~~April 96, 2015, the Company issued 4825,~~456~~000,~~897~~000 shares of common stock to a note lender for failing to issue shares timely upon receipt of the conversion notice from the lender. The Company recorded $45,~~846~~000 of interest expense for such issuance.

Issuance of Promissory Notes

On December 23, 2014 the Company issued a promissory note for $ 15,000 to Southridge II, a related party. The note matures on March 31, 2015 with the stated interest rate at 8%.

Issuance of Series H Preferred Stock

From ~~October~~April 1, ~~2014~~2015 through ~~March~~September 130, 2015, the Company issued 31.2 shares of Series H Preferred Stock with a stated value of $7530,000 to ~~Tarpon,~~its ~~a related party~~CEO, as compensation per the terms of aan ~~consulting~~ agreement entered into ~~with Tarpon~~ on ~~June~~February 136, ~~2014~~2015.

Issuance of Series I Preferred Stock

On April 20, 2015, the Company issued 200 shares of Series I Preferred Stock to its Former Chief Financial Officer as part of a debt restructuring entered into during the fourth quarter of 2014.

Issuance of Convertible Promissory Notes

On ~~October~~April 216, ~~2014~~2015 the Company issued a convertible promissory note ~~for~~in $the 50principal amount of $23,000. The convertible note matures on ~~May~~March 0131, ~~2015~~2016 with the stated interest rate at 010%. ~~and~~The anote ~~premium~~is toconvertible beinto ~~paid~~the onCompany’s ~~redemption~~common ofstock ~~$20,000.~~at ~~Upon~~a ~~maturity,~~conversion atprice ~~the~~of ~~election~~$0.0001 ofper ~~the~~share. ~~holder~~In addition, ~~the~~46,000,000 ~~note~~warrants iswere ~~convertible~~issued ~~into~~with ~~the~~an ~~Company’s~~exercise ~~common~~price ~~stock~~of at$0.00012 aper ~~50%~~share. ~~discount~~The ofwarrants ~~the~~are ~~lowest~~fully ~~closing~~vested ~~bid~~and ~~price~~have ~~during~~a ~~the~~life 10of ~~trading~~5 ~~days~~years ~~prior~~from todate ~~conversion~~of issuance.

On ~~October~~April 2217, ~~2014~~2015 the Company issued a convertible promissory note ~~for~~in $the 14principal amount of $30,000 to Tarpon, a related party. The convertible note matures on ~~September~~April 30, ~~2015~~2016 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a ~~conversion~~50% ~~price~~discount of ~~$0.0004~~the ~~per~~lowest ~~share~~closing bid price during the 30 trading days prior to conversion. InThe ~~addition,~~conversion ~~7,000,000~~price ~~warrants~~is ~~were~~subject ~~issued~~to ~~with~~anti-dilution anprotection ~~exercise~~and down round provisions in the event that the Company issues additional equity securities at a price ofless ~~$0.00048~~than ~~per~~the ~~share~~conversion price. The ~~warrants~~Company ~~are~~may ~~fully~~prepay ~~vested~~the ~~and~~note ~~have~~at a150% ~~life~~ of 5the ~~years~~entire ~~from~~outstanding ~~date~~principal amount of ~~issuance~~the note plus any accrued but unpaid interest.

On ~~November~~April 1029, ~~2014~~2015 the Company issued a convertible promissory note ~~for~~in $the 20principal amount of $15,000 to ~~Southridge II~~Tarpon, a related party. The convertible note matures on ~~October~~April 3130, ~~2015~~2016 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

On ~~November~~May 13, ~~2014~~2015 the Company issued a convertible promissory note toin athe ~~related~~principal ~~party~~amount ~~for~~of $ 1215,~~500~~000 to ~~Southridge II~~Tarpon, a related party. The convertible note matures on ~~October~~May 31, ~~2015~~2016 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

On ~~November~~May 1718, ~~2014~~2015 the Company issued a convertible promissory note ~~for~~in $the 4principal amount of $5,~~156~~500 to Tarpon, a related party. The convertible note matures on ~~October~~May 31, ~~2015~~2016 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

On November 17, 2014 the Company issued a convertible promissory note for $ 25,000. The note matures on December 31, 2015 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a conversion price of $0.0002 per share. In addition, 25,000,000 warrants were issued with an exercise price of $0.00024 per share. The warrants are fully vested and have a life of 5 years from date of issuance.21

On ~~January~~May 1528, 2015 the Company issued a convertible promissory note ~~for~~in $the 10principal amount of $15,~~500~~000 to Tarpon, a related party. The convertible note matures on ~~January~~May 31, 2016 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

24On May 28, 2015 the Company issued a convertible promissory note in the principal amount of $3,888 to Tarpon, a related party. The convertible note matures on May 31, 2016 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

On ~~February~~July 315, 2015 the Company issued a convertible promissory note ~~for~~in $the 50principal amount of $5,000. The convertible note matures on ~~August~~July 3115, ~~2015~~2016 with the stated interest rate at 80%. The note is convertible into the Company’s common stock at the lesser of (a) $0.0001 per share or (b) a 50% discount of the lowest closing bid price during the 205 trading days prior to conversion. ~~The~~In ~~conversion~~addition, ~~price~~50,000,000 iswarrants ~~subject~~were toissued ~~anti-dilution~~with ~~protection~~an inexercise ~~the~~price ~~event~~of ~~that~~$0.0001 ~~the~~per ~~Company~~share. ~~issues~~The ~~additional~~warrants ~~equity~~are ~~securities~~fully atvested and have a ~~price~~life ~~less~~of ~~than~~5 ~~the~~years ~~conversion~~from ~~price~~date of issuance.

On ~~February~~July 1123, 2015 the Company ~~issued~~drew adown ~~convertible~~from ~~promissory~~an ~~note~~existing ~~for~~loan $agreement 11$5,~~000~~585 toand ~~Tarpon,~~received anet ~~related~~cash ~~party.~~proceeds ~~The~~of ~~note matures on January 31~~$5,000 ~~2016~~after ~~with~~ the ~~stated~~associated ~~interest~~legal ~~rate at 10%~~fees. The ~~note is convertible into the~~ Company’s ~~common~~recorded ~~stock~~$585 atloan acost ~~50%~~in ~~discount~~connection ofwith ~~the~~this ~~lowest~~transaction ~~closing~~and ~~bid price during~~ the 30loan ~~trading~~cost ~~days~~will ~~prior~~be toamortized ~~conversion.~~through ~~The conversion price is subject to anti-dilution protection in~~ the ~~event~~maturity ~~that~~date ~~the~~of ~~Company issues additional equity securities at a price less than~~ the ~~conversion price~~loan.

On February 23, 2015 the Company issued a convertible promissory note for $ 25,000 to Tarpon, a related party. The note matures on February 29, 2016 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection in the event that the Company issues additional equity securities at a price less than the conversion price.

On March 5, 2015 the Company issued a convertible promissory note for $ 17,500 to Tarpon, a related party. The note matures on March 31, 2016 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection in the event that the Company issues additional equity securities at a price less than the conversion price.

Entry Into A Material Definitive Agreement

On October 24, 2014, the Company entered into an agreement in-order to satisfy outstanding liabilities of the Company due to our former Chief Financial Officer (“CFO”) and Former Director, Terry R. Lazar (“Lazar”), dating back to 2009. Mr. Lazar acted as CFO for the Company until February 15, 2014, and the Company has accrued approximately $485,000 in deferred compensation on behalf of Lazar, including accrued warrants for his services on the Company’s Board (“Deferred Comp”). In addition, Lazar has loaned approximately $225,000 to the Company in the form of loans(s) (“Loan”). Mr. Lazar and the Company have agreed to satisfy and terminate all Deferred Comp and Loan obligations of the Company due to Lazar by having the Company issue to Lazar a new series of preferred stock.

Per the terms of the agreement the Company shall issue 200 shares of preferred stock with a stated value equal to $200,000. The preferred stock shall carry an annual dividend yield of 5%, and shall be convertible into 100,000,000 shares of common stock at the option of Lazar. The Company has the option to redeem the preferred stock at any time for an amount equal to its stated value plus any accrued dividend by paying cash to Lazar subject to a conversion notice tendered by the holder within five days from receipt of a redemption notice.

Mr. Lazar on February 4, 2015, advised the Company in writing that he was rescinding the agreement. The Company believes that the agreement is a valid and binding agreement between the Company and Mr. Lazar.

Definitive Information Statement filed with SEC for Capital Increase and Reverse Stock Split

A Preliminary Information Statement was filed with the SEC on October 24, 2014, and the Definitive Information Statement on December 11, 2014, to notify the Company’s stockholders that on October 24, 2014, our stockholders approved the following amendments (the “Amendments”) to our Certificate of Incorporation: (1) a Reverse Stock Split of the Company’s common stock at a ratio of not less than one-for-one hundred and not more than one-for-five hundred as determined by our Board of Directors (the “Reverse Stock Split”), subject to the Board’s discretion to determine, without any further action by stockholders, not to proceed with a reverse stock split if it determines that a reverse stock split is no longer in the best interest of the Company and its stockholders, and (2) the authorization of an increase in the number of authorized shares of common stock from two billion (2,000,000,000) shares of common stock, par value $.001 per share, to ten billion (10,000,000,000) shares of common stock, par value $.00001 per share. The Amendment increasing our authorized common stock to 10,000,000,000 shares has become effective with the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware. Following Board determination ofon March 27, 2015 that the Reverse Stock Split ratio would be 1:500, ~~the~~we ~~Company~~filed ~~plans~~on toApril ~~file~~2, 2015 for approval of and an effective date for the Reverse Stock Split with the Financial Industry Regulatory Authority (FINRA). Currently, the Company is awaiting approval from FINRA for the reverse stock split to become effective.

Entry Into A Material Definitive Agreement

OnThe ~~February~~Company 6,has ~~2015,~~terminated the ~~Company~~consulting ~~entered into an~~ agreement ~~in-order~~with toTarpon ~~satisfy outstanding liabilities of the Company due to our Chief Executive Officer (“CEO”), Leslie Kessler (“Kessler”), dating back to 2007. Ms. Kessler acts as CEO for the Company,~~ and ~~the Company~~ has ~~accrued~~restructured ~~approximately~~investments ~~$874,000~~ in ~~deferred compensation on behalf of Kessler, including accrued warrants for her services on~~ the Company’s ~~Board~~by ~~(“Deferred Comp”). In addition~~Tarpon, ~~Kessler~~ASC ~~has~~Recap ~~loaned approximately $168~~LLC,~~000~~ ~~to the Company in the form of loans(s) (“Loan”). Ms. Kessler~~ and ~~the~~Southridge ~~Company~~Partners ~~have~~II ~~agreed to satisfy and terminate all Deferred Comp and Loan obligations of the Company due to Kessler~~LP, ~~apart~~as ~~from~~described ~~a $17,500 loan to the Company which shall remain outstanding to Kessler, by having the Company issue to Kessler a new series of preferred stock~~below.

~~Per~~On ~~the~~June ~~terms~~13, of2014, the Company entered into a one year consulting agreement (the ~~Company~~“Consulting ~~shall~~Agreement”) ~~issue~~with ~~325~~Tarpon ~~shares~~for ofthe ~~preferred~~period ~~stock~~from ~~with~~the adate ~~stated~~of ~~value~~the ~~equal~~Agreement tothrough ~~$325~~March 31,~~000~~ 2015. The ~~preferred~~Agreement ~~stock~~required ~~shall~~Tarpon ~~carry~~to anprovide ~~annual~~general ~~dividend~~management ~~yield~~and ofconsulting ~~5%,~~services and ~~shall~~advisory beservices ~~convertible~~to ~~into~~the ~~650~~Company,~~000,000~~ ~~shares~~including ofassistance ~~common~~in ~~stock~~connection atwith the ~~option~~restructuring of ~~Kessler.~~its ~~The~~outstanding ~~Company~~debt ~~has~~and ~~the~~equity ~~option~~securities. toThe ~~redeem~~controlling ~~the~~member ~~preferred~~of ~~stock~~Tarpon atis ~~any~~Stephen ~~time~~Hicks ~~for~~(“Hicks”). anPursuant ~~amount equal~~ to ~~its~~such ~~stated~~Consulting ~~value~~Agreement, ~~plus~~Tarpon ~~any~~was ~~accrued~~issued ~~dividend~~an byaggregate ~~paying~~of ~~cash~~29 toshares ~~Kessler~~of ~~subject~~the toCorporation’s aSeries ~~conversion~~H ~~notice~~Convertible ~~tendered~~Preferred byStock (the ~~holder~~“Series ~~within~~H ~~five~~Preferred ~~days~~Stock”) ~~from~~as ~~receipt~~compensation offor athe ~~redemption~~services ~~notice~~provided by Tarpon.

In addition, during 2015 Kessler shall receive monthly compensation of $10,000 in cash, $5,000 in stated value of Series H Preferred Stock and be eligible to receive cash and equity bonus compensation from revenue received from sales generated by her.22

26The Company, Tarpon, ASC Recap LLC and Southridge Partners II LP have now agreed to restructure all financial arrangements as follows: Tarpon is the holder of convertible notes issued by the Corporation in the aggregate principal amount of $312,394.54 (the “Tarpon Notes”); ASC Recap LLC (“ASC”) is the holder of 25,375,000 shares of the Company’s common stock (the “ASC Common Stock”); and Southridge Partners II, LP (“Southridge II”) is the holder of convertible notes issued by the Company in the aggregate principal amount of $47,500 (“Southridge II Notes”), the Tarpon Notes, the ASC Common Stock and the Southridge II Notes being referred to as the “Securities”. The Company effective July 2, 2015 agreed to enter into an Exchange Agreement with Tarpon, ASC, Southridge II and Hicks, collectively the “Holders”, pursuant to which the Company issued to Tarpon a 10% Promissory Note due June 30, 2016, in the principal amount of $750,000 (the “Note”), in exchange for (1) delivery to the Company and cancellation by the respective Holders thereof of the Securities, and the shares of Series H Preferred Stock held by Tarpon, and (2) the return to the Company for no consideration of the outstanding 51 shares of Series G Preferred Stock.

Resignation of Directors and Officers

Effective July 2, 2015, Stephen Hicks and Gilbert Steedley resigned as directors of the Company, and Stephen Hicks resigned as President and Henry Sargent, as Secretary.

Amendments to Articles of Incorporation

Cancellation of the Series G Preferred Stock

On June 13, 2014, our Board (Mr. Hicks not participating), the Board authorized the filing of a Certificate of Designations for its Series G Convertible Preferred Stock (“Series G Preferred Stock”), and the issuance of all of the fifty-one (51) authorized shares of such Series G Preferred Stock to Stephen Hicks (the “Series G Stockholder”) for a purchase price of $1 per share. A Certificate of Designations for the Series G Preferred Stock was filed with the Secretary of State of the State of Delaware on June 17, 2014. As a result of the voting rights granted to the Series G Preferred Stock in the Certificate of Designations, the Series G Stockholder held in the aggregate approximately 51% of the total voting power of all issued and outstanding voting capital of the Company. Pursuant to the terms of the Board resolution authorizing the issuance of the Series G Preferred Stock, and authorizing the issuance of the shares to Mr. Hicks, the Company had the right to redeem said Preferred Stock of the Company upon his resignation or the termination of his services as President of the Company. On July 2, 2015, Mr. Hicks returned to the Company for no consideration the 51 authorized shares of Series G Preferred Stock, and on July 8, 2015, we filed a Certificate of Amendment in Delaware that cancelled the Series G Preferred Stock.

Equipment Lease Agreement

In July 2015 Sustainable Resources Corporation, a wholly owned subsidiary of the Company, entered into an equipment operating lease with a third party for its portable PureSafe Water Purification Unit for a period of four months starting on July 1, 2015. The Company will receive monthly rental payments of $17,000.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Introductory Comment

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q, as well as our audited financial statements and related notes contained in our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014, filed with the Securities and Exchange Commission (the “SEC”) on ~~October~~June 235, ~~2014~~2015.

Note Regarding Forward-Looking Statements

This quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). To the extent that any statements made in this Form 10-Q contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate” “expect,” “hope,” “intend,” “may,” “plan,” “potential,” “product,” “seek,” “should,” “will,” “would” and variations of such words. Forward-looking statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements.

Readers of this Report on Form 10-Q should carefully consider such risks, uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors that could cause our actual results to differ materially from those provided in forward-looking statements. Readers should not place undue reliance on forward-looking statements contained in this Form 10-Q. We do not undertake any obligation to publicly update or revise any forward-looking statements we may make in this Form 10-Q or elsewhere, whether as a result of new information, future events or otherwise.

General

Overview and Recent Developments

We have developed a patent pending “PureSafe First Response Water System” (“PureSafe FRWS”) that is self-contained and purifies essentially any type of raw water source or decontaminates most contaminated water without prior knowledge of the contaminants, including seawater. This system is uniquely mobile, by helicopter or transported by truck. The initial PureSafe FRWS prototype was developed using advanced Israeli water treatment technology. The original prototype was capable of producing 10,000 gallons of water per day, but could not desalinate sea water, and did not have a built in generator or water bagging capability. Adhering to the original treatment train and process, we have since built a 2nd prototype (FRWS unit). The FRWS unit can produce EPA compliant drinking water at the rate of 30,000 gallons per day, to provide drinking water to 45,000 people. This system has received Gold Seal Certification from the Water Quality Association in September 2010, was re-certified in April 2011 and January 2013, a significant accomplishment. In addition, the Nassau County Department of Health independently tested the PureSafe unit’s water quality and the results exceeded all testing parameters. The FRWS-30K unit was designed to meet the output, ease of operation, mobility and water quality requirements as described in the “Operational Requirements Document” issued by the U.S Department of Homeland Security (2009) for emergency water supplies.

On October 6, 2014, the Company received from the U.S. Patent & Trademark Office a Notice of Allowance (for issuance as a patent) and Fee(s) Due with respect to our application (No. 12/100,137) for versatile water purification systems and methods, which application was filed April 9, 2008.

Under our Exclusive Sales and Marketing Agreement with GEM present and future distributors and representatives will be integrated with GEM’s existing worldwide distributor network. GEM has appointed a Product Manager for our technology.

We have sold and delivered three FRWS units, one being sold to an end user in the oil and gas exploration business in Texas (delivered in Dec 2011), the second sold to the Department of Military and Veterans Affairs for the State of Alaska (delivered in the first quarter of 2012) and the third sold to the State of Vera Cruz, Mexico in the fourth quarter of 2012. All of the sold units were manufactured in our production facility.

Over the past several years we have demonstrated our FRWS system at several emergency preparedness conferences in New York and California, and numerous times at our offices in New York.

2724

~~Definitive~~Restructure ~~Information~~of ~~Statement~~Agreements ~~filed~~ with ~~SEC~~Southridge ~~for~~LLC ~~Capital Increase and Reverse Stock Split~~Group

AOn ~~Preliminary~~June ~~Information~~13, ~~Statement~~2014, ~~was~~the ~~filed~~Company ~~with~~entered into a one year consulting agreement (the ~~SEC~~“Consulting onAgreement”) ~~October~~with 24Tarpon Bay Partners, ~~2014~~LLC (“Tarpon”), ~~and~~a company controlled by Southridge LLC (“Southridge”), for the ~~Definitive~~period ~~Information~~from ~~Statement~~the ondate ~~December~~of 11the agreement through March 31, ~~2014~~2015, ~~setting~~pursuant ~~forth~~to ~~the~~which ~~approval~~Tarpon bywas ~~written~~issued ~~consent~~an aggregate of ~~stockholders~~29 shares of the ~~following~~Corporation’s ~~amendments~~Series H Convertible Preferred Stock (the “~~Amendments~~Series H Preferred Stock”) toas ~~our~~compensation ~~Certificate~~for ofthe ~~Incorporation:~~general ~~(1)~~management aand ~~Reverse~~consulting ~~Stock~~services ~~Split~~provided ofby ~~the~~Tarpon. ~~Company’s~~We ~~common~~have ~~stock~~restructured atall afinancial ~~ratio~~arrangements ofas ~~not~~follows. ~~less~~Tarpon ~~than~~is ~~one-for-one~~the ~~hundred~~holder ~~and~~of ~~not~~convertible ~~more~~notes ~~than~~issued ~~one-for-five~~by ~~hundred~~the asCorporation ~~determined~~in bythe ~~our~~aggregate ~~Board~~principal amount of ~~Directors~~ $312,394.54 (the “~~Reverse~~Tarpon ~~Stock~~Notes”); ~~Split~~ASC Recap LLC (“ASC”) is the holder of 25,375,000 ~~subject~~shares toof the ~~Board~~Company’s ~~discretion~~common tostock ~~determine,~~(the ~~without~~“ASC ~~any~~Common ~~further~~Stock”); ~~action~~and bySouthridge ~~stockholders~~Partners II, ~~not~~LP to(“Southridge ~~proceed~~II”) ~~with~~is athe ~~reverse~~holder ~~stock~~of ~~split~~convertible ifnotes itissued ~~determines~~by ~~that~~the aCompany ~~reverse~~in ~~stock~~the ~~split~~aggregate isprincipal noamount ~~longer~~of in$47,500 ~~the~~(“Southridge ~~best~~II ~~interest~~Notes”), of the ~~Company~~Tarpon ~~and~~Notes, ~~its~~the ~~stockholders,~~ASC ~~and~~Common ~~(2)~~Stock and the ~~authorization~~Southridge ofII anNotes ~~increase~~being inreferred to as the ~~number~~“Southridge ofSecurities”. ~~authorized~~The ~~shares~~Company ofeffective ~~common~~July ~~stock~~2, ~~from~~2015 entered ~~two~~into ~~billion~~an (2Exchange Agreement with Tarpon,~~000~~ ASC,~~000~~ Southridge II and Stephen Hicks,~~000)~~ ~~shares~~CEO of ~~common~~Southridge, ~~stock~~collectively the “Southridge Parties”, ~~par~~pursuant ~~value~~to ~~$.001~~which ~~per~~the ~~share,~~Company issued to ~~ten~~Tarpon ~~billion~~a (10~~,000,000,000)~~% ~~shares~~Promissory ofNote ~~common~~due ~~stock~~June 30, ~~par~~2016, ~~value~~in ~~$.00001~~exchange ~~per~~for ~~share.~~(1) ~~The~~delivery ~~Amendment~~to ~~increasing~~the ~~our~~Company ~~authorized~~and cancellation ~~common~~by ~~stock~~the torespective ~~10,000,000,000~~holders ~~shares~~thereof ~~has~~of ~~become~~the ~~effective~~Southridge ~~with~~Securities and the ~~filing~~shares of ~~the~~Series ~~Certificate~~H ofPreferred ~~Amendment~~Stock ~~with~~held by Tarpon, and (2) the ~~Secretary~~return ofto ~~State~~the Company for no consideration and cancellation of the ~~State~~outstanding 51 shares of ~~Delaware. Following~~Series ~~Board~~G ~~determination~~Preferred Stock, a super-voting series of ~~the~~preferred ~~Reverse~~stock ~~Stock~~held ~~Split~~by ~~ratio~~Stephen Hicks. Effective July 2, we2015, ~~plan~~Stephen toHicks ~~file~~and ~~for~~Gilbert ~~approval~~Steedley resigned as directors of ~~and~~the anCompany, ~~effective~~and ~~date~~Stephen ~~for~~Hicks ~~the~~resigned ~~Reverse~~as ~~Stock~~President ~~Split~~and ~~with~~Henry ~~the~~Sargent, ~~Financial~~as ~~Industry~~Secretary, ~~Regulatory~~of ~~Authority~~the Company.

Plan of Operations

Our plans for the next twelve months include:

In June 2014 we retained Tarpon Bay Partners LLC (“Tarpon”), a company that is part of the Southridge LLC group, for the period from the date of the consulting agreement through March 31, 2015, as the Company’s strategic financial advisor to provide general management and consulting services and advisory services to the Company, including assistance in connection with the restructuring of our outstanding debt and equity securities. The Agreement requires Tarpon to provide general management and consulting services and advisory services to the Company, including assistance in connection with the restructuring of our outstanding debt and equity securities. Tarpon is a controlled company in the Southridge LLC group of companies. Stephen Hicks, President and a director of the Company, controls Southridge and is the manager of Tarpon. Pursuant to the terms of the consulting agreement, upon execution of the agreement, Tarpon received 17 shares of a newly authorized Series H Preferred Stock with a stated value of $425,000, and will receive additional shares of Series H Preferred Stock with a stated value of $75,000 monthly, continuing through the balance of the term of the consulting agreement. Tarpon received an initial issuance of 17 shares of Series H Preferred (convertible into 151,785,714 shares of common stock) on June 17, 2014, and monthly issuances on July 1, August 1, September 1 and October 1, 2014, of three shares each of Series H Preferred Stock (convertible into 53,571,429, 68,181,818, 187,500,000 and 150,000,000 shares of common stock, respectively). Tarpon has waived its rights under the consulting agreement to the November and December 2014, and the January and February 2015, issuances of Series H Preferred Stock.

Our marketing plan is based on the following key components:

Strategic Alliances – We entered into an Engineering Package Agreement in January 2013 with ETG/Engineering Technologies Group, Inc. ETG will re-engineer and value engineer the system so that production can be outsourced. This should allow for the Company to meet future demands for the product. We also entered into a second agreement, with Global Equipment Marketing, Inc. (GEM). GEM will sell and market our products utilizing as a dba PureSafe Water System Sales.

Direct Marketing and Sales – The marketing and sales plan will initially focus on short term developed business opportunities where money is currently available. The sales effort will be by both direct sales, development of an international dealer distribution network, and through the assistance of sales consultants and representatives.

WeReferencing our goals, we are also redirecting the sales effort so that it will no longer predominantly berely on ~~directed at~~ one sector of the economy. We will now aim to expand our product to the oil and gas sector, as well as many government and municipalities; and agricultural and industrial businesses. We are reviewing the entire approach to the product with an aim to deepen and diversify our distribution channels, lower our cost of production, improve the Company’s profit margin on sales and maintain an inventory of ~~units for immediate sale.~~

units for immediate sale.

At present our demonstration unit is on the road in a much more organized and deliberate approach to achieve maximum exposure through the balance of this year. We will be updating our marketing materials and directing more resources to our sales and marketing efforts.

No assurance can be given that any of the above items will be completed during the next twelve months or at any time in the future. Further, completion of all of such items does not guaranty that we will generate any revenue or become profitable at any time in the future.

Results of Operations for the three months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014

Revenues. We recognized $0 revenues for the three months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014, respectively.

Cost of goods sold for the three months ended ~~September~~March 3031, 2015 and 2014 was $0 asand ~~compared with~~ $510,~~471~~ ~~for the three months ended September 30, 2013~~respectively. ~~During the three months ended September 30, 2013 inventory in the amount of $51,471 was abandoned.~~

28Operating expenses for the three months ended March 31, 2015 were $309,055 compared to $194,502 for the three months ended March 31, 2014, a $114,553 or 59% increase.

~~Operating~~The ~~expenses~~following ~~for~~is ~~the~~an ~~three~~analysis ~~months~~of ~~ended~~certain ~~September~~operating ~~30,~~expense ~~2014~~fluctuations ~~were~~between ~~$784,788 compared to $478,174 for~~ the three months ended ~~September~~March 3031, ~~2013,~~2015 aand ~~$306,614 or 64% increase~~2014.

~~The following is an analysis of certain operating expense fluctuations between the three months ended September 30, 2014 and 2013.~~25

Compensation and related benefits expenses, including directors’ fees for the three months ended ~~September~~March 3031, ~~2014~~2015 was $79111,~~348~~564 compared to $~~263~~96,~~113~~849 for the three months ended ~~September~~March 3031, ~~2013~~2014, a $~~183~~14,~~765~~715 or 7015% ~~decrease~~increase.

~~Directors’ fees decreased $40,800 from $40,800 for the three months ended September 30, 2013 to $0 for the three months ended September 30, 2014.~~ The Company paid no compensation to its directors during the three months ended ~~September~~March 3031, 2015 and 2014.

Salaries expenses, excluding Stock-based compensation, decreased from $~~165~~96,~~513~~849 for the three months ended ~~September~~March 3031, ~~2013~~2014 to $7596,~~180~~564 for the three months ended ~~September~~March 3031, ~~2014~~2015. The decrease was a result of the following approximate decreases; officer’s salaries decreased approximately $8333,~~000~~750 and office, ~~and~~sales, administrative salaries ~~decreased~~and payroll taxes, net increased approximately $1233,~~000~~500.

Stock Based Compensation, excluding directors’ fees, consulting fees and marketing expense, ~~decreased~~increased $1615,~~200~~000 from $~~16,200~~0 for the three months ended ~~September~~March 3031, ~~2013~~2014 to $015,000 for the three months ended ~~September~~March 3031, ~~2014~~2015. ~~During~~We ~~the~~issued ~~three~~0.60 ~~months~~shares ~~ended September 30, 2013 the Company granted employees and contractors a total~~ of ~~900,000~~series ~~warrants~~H topreferred ~~purchase 900,000 shares of common~~ stock atto anour ~~exercise~~Company ~~price~~Chief ofExecutive ~~$0.0033~~Officer ~~per share. We recorded $16,200 of stock-based compensation~~ during the three months ended ~~September~~March 3031, ~~2013~~2015 inand ~~connection~~recorded ~~with~~$15,000 ~~such grant. The Company did not issue any~~ stock -based compensation tofor ~~our~~such ~~employees and contractors during the three months ended September 30, 2014~~issuance.

Research and development expenses for the three months ended ~~September~~March 3031, ~~2014~~2015 were $02,031 compared to expenses during the three months ended ~~September~~March 3031, ~~2013~~2014 of $60,~~143,~~ a $62,~~143~~031 ~~or 100% decrease~~increase. InDuring the past ~~two~~three years, due to cash restrictions, we have curtailed the expenses on research and development ~~and have focused our resources on production~~. However, we understand the vital importance of research and development for our overall success. We are committed to continue to conduct research and development activities to ensure PureSafe FRWS has the most advanced technology within the water filtration equipment industry.

Professional, legal and consulting fees expenses for the three months ended ~~September~~March 3031, ~~2014~~2015 were $~~331~~67,~~696~~985, compared to $3028,~~759~~388 for the three months ended ~~September~~March 3031, ~~2013~~2014, a $~~300~~39,~~937~~597 or ~~978~~139% increase. The main reason for the $~~300~~39,~~937~~597 increase iswas ~~that,~~due ~~during the three months ended September 30, 2014, we recorded $225,000 of stock-based consulting fees represented by 9 shares of our series H preferred stock being issued~~ to ~~Tarpon,~~an aincrease ~~related~~in ~~party, for services we received. In addition~~ legal and professional fees ~~increased approximately $70,000 during the three months ended September 30, 2014 as compared to the three months ended September 30, 2013~~ due to increased fees incurred related to the Company’s public reporting requirements, litigation and patent related costs. ~~The Company did not issue any stock based compensation to our consultants during the three months ended September 30, 2013.~~

~~Marketing~~Occupancy related expenses increased $379,~~503~~129 from $015,855 for the three months ended ~~September~~March 3031, ~~2013~~2014 to $394,~~503~~984 for ~~the~~ three months ended ~~September~~March 3031, ~~2014~~2015. ~~While~~The ~~marketing~~fluctuation ~~expenses~~in ~~increased~~occupancy ~~for~~related ~~the~~expenses ~~comparable~~in ~~periods~~2015 ~~the~~compared ~~Company~~to ~~during~~ the ~~past~~same ~~two~~period ~~years,~~in ~~due~~2014 tois ~~cash~~as ~~restrictions,~~a ~~has~~result ~~curtailed~~of the ~~expenses on marketing.~~following:

Occupancy related expenses increased $265,586 from $47,169 for the three months ended September 30, 2013 to $312,755 for three months ended September 30, 2014. The increase in occupancy related expenses in 2014 compared to the same period in 2013 is as a result of the following:

In March 2012 management exercised a “Good Guy Clause” in its lease and abandoned the space at 25 Fairchild Avenue.

During the three months ended ~~September~~March 3031, ~~2014~~2015 the Company recorded rent, rent related expenses and penalties of $~~309~~91,~~057~~125 as a result of the judgment which is included in occupancy expense in the accompanying ~~condensed~~ consolidated statements of operations.

Other administrative and general expenses decreased $5,546 from $19,028 for the three months ended March 31, 2014 to $13,482 for the three months ended March 31, 2015, a 29% decrease. Due to cash restrictions we have curtailed spending on a combination of other administrative and general expenses that were not included in the above discussion.

The increase in occupancy expenses in 2014 compared to the same period in 2013, as a result of the judgment, was partially offset due to the Company being evicted from its Dupont Street facilities during October 2013 and moving to a location with a lower monthly rental amount. In addition the company realized small decreases in many different areas, such as reductions in cleaning services and repairs and maintenance.

Loss on sale/abandonment of fixed assets - During the three months ended September 30, 2013 we incurred a loss of $21,720 on the abandonment of fixed assets. In the 3rd quarter of 2013, after the Company moved to a new location, the Company decided to write-off all fixed assets that were associated with prior locations.

Other administrative and general expenses decreased $69,116 from $109,720 for the three months ended September 30, 2013 to $40,154 for the three months ended September 30, 2014. The 63% decrease is a combination of reductions of other expenses that were not included in the above discussion.

Other Income (Expenses)-net

We ~~incurred~~recognized $(1,~~370~~379,~~753)~~424 in net non-operating ~~expenses~~income for the three months ended ~~September~~March 3031, ~~2014~~2015, compared to net non-operating expenses of $~~369~~(315,~~564~~565) for the three months ended ~~September~~March 3031, ~~2013~~2014, a $(1,~~740~~694,~~317)~~989 or ~~471~~537% ~~decrease~~increase.

The following is a detailed analysis for such decrease:

We recorded interest income on subscriptions receivable of $5,099 during the three months ended September 30, 2013.

Interest expense incurred during the three months ended September 30, 2014 and 2013 was $258,421 and $439,135, respectively, a $180,714 or 41% decrease.

The following factors primarily impacted interest expense for the three months ended September 30, 2014: i) During the three months ended September 30, 2014, we incurred approximately $4,900 in interest expense as the result of failing to issue conversion shares in a timely manner that was dictated by the terms of outstanding notes; ii) During the three months ended September 30, 2014, we incurred approximately $47,900 in interest expense as the result of the fair value, on the date of issuance, of the conversion features issued with certain debt in excess of the face value of the debt.

The following factors primarily impacted interest expense for the three months ended September 30, 2013: i) During the three months ended September 30, 2013, we incurred approximately $228,000 in penalty interest expense as the result of defaulting on our loan with TCA.

In addition, the change in interest expense for any period is always affected by the issuances of new debt, repayments of debt and conversions of debt.

The accretion of debt discount during the three months ended September 30, 2014 and 2013 was $132,052 and $107,384, respectively, a $24,668 or 23% increase. The main reason for the increase in the accretion of debt discount is due to the amortization of the debt discount of our loans that we entered during fourth quarter of 2013 and the first, second and third quarter of 2014.

Changes in fair value of warrants and embedded conversion options for three months ended September 30, 2014 and 2013 were $(1,114,900) and $803,600, respectively.

Results of Operations for the nine months ended September 30, 2014 and 2013

Revenues. We recognized $0 revenues for the nine months ended September 30, 2014 and 2013, respectively.

Cost of goods sold for the nine months ended September 30, 2014 was $0 as compared with $51,471 for the nine months ended September 30, 2013. During the nine months ended September 30, 2013 inventory in the amount of $51,471 was abandoned.

Operating expenses for the nine months ended September 30, 2014 were $1,602,344 compared to $1,890,656 for the nine months ended September 30, 2013, a $288,312 or 15% decrease.

The following is an analysis of certain operating expense fluctuations between the nine months ended September 30, 2014 and 2013.

Compensation and related benefits expenses, including directors’ fees for the nine months ended September 30, 2014 was $253,472 compared to $1,071,181 for the nine months ended September 30, 2013, a $817,709 or 76% decrease.

Directors’ fees decreased $139,200 from $139,200 for the nine months ended September 30, 2013 to $0 for the nine months ended September 30, 2014. The Company paid no compensation to its directors during the nine months ended September 30, 2014.

Salaries expenses, excluding Stock-based compensation, decreased from $550,855 for the nine months ended September 30, 2013 to $238,065 for the nine months ended September 30, 2014. The decrease was a result of the following approximate decreases; officer’s salaries decreased $252,000 and office and administrative salaries decreased $61,000.

Stock Based Compensation, excluding directors’ fees, consulting fees and marketing expense, decreased $336,690 from $339,500 for the nine months ended September 30, 2013 to $2,810 for the nine months ended September 30, 2014. We issued 51 shares of series G preferred stock to our Company President during the nine months ended September 30, 2014 and recorded $2,810 stock-based compensation for such issuance. During the nine months ended September 30, 2013 we issued 27,000,000 shares of common stock to our employees and contractors and recorded $171,300 stock-based compensation for such issuance. In addition, on February 11, 2013, the Compensation Committee granted our Chief Executive Officer and Chief Financial Officer a total of 25,000,000 warrants to purchase 25,000,000 shares of common stock at an exercise price of $0.0033 per share. We recorded $152,000 of stock-based compensation during the nine months ended September 30, 2013 in connection with such grant. In addition, during the nine months ended September 30, 2013 the Company granted employees and contractors a total of 900,000 warrants to purchase 900,000 shares of common stock at an exercise price of $0.0033 per share. We recorded $16,200 of stock-based compensation during the nine months ended September 30, 2013 in connection with such grant.

Research and development expenses for the nine months ended September 30, 2014 were $676 compared to expenses during the nine months ended September 30, 2013 of $52,825, a $52,149 or 99% decrease. In the past two years, due to cash restrictions, we have curtailed the expenses on research and development and have focused our resources on production. However, we understand the vital importance of research and development for our overall success. We are committed to continue to conduct research and development activities to ensure PureSafe FRWS has the most advanced technology within the water filtration equipment industry.

Professional, legal and consulting fees expenses for the nine months ended September 30, 2014 were $858,563, compared to $309,777 for the nine months ended September 30, 2013, a $548,786 or 177% increase. The main reason for the $548,786 increase is that, during the nine months ended September 30, 2014, we recorded $650,000 of stock-based consulting fees represented by 26 shares of our series H preferred stock being issued to Tarpon, a related party, for services we received. During the nine months ended September 30, 2013 we recorded $257,000 of stock-based consulting fees represented by 74,509,222 shares of our common stock being issued to two consultants and an investment banker for services we received. In addition legal and professional fees increased approximately $150,000 during the nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013 due to increased fees incurred related to the Company’s public reporting requirements, litigation and patent related costs.

Marketing expenses decreased $22,134 from $25,835 for the nine months ended September 30, 2013 to $3,701 for the nine months ended September 30, 2014. In the past two years, due to cash restrictions, we have curtailed the expenses on marketing.

Occupancy related expenses increased $169,373 from $168,902 for the nine months ended September 30, 2013 to $338,275 for nine months ended September 30, 2014. The increase in occupancy related expenses in 2014 compared to the same period in 2013 is as a result of the following:

In March 2012 management exercised a “Good Guy Clause” in its lease and abandoned the space at 25 Fairchild Avenue.

During the nine months ended September 30, 2014 the Company recorded rent, rent related expenses and penalties of $309,057 as a result of the judgment which is included in occupancy expense in the accompanying condensed consolidated statements of operations.

Loss on sale/abandonment of fixed assets - During the nine months ended September 30, 2013 we incurred a loss of $21,720 on the abandonment of fixed assets. In the 3rd quarter of 2013, after the Company moved to a new location, the Company decided to write-off all fixed assets that were associated with prior locations. During 2013 we sold our Ford truck and realized a $7,286 gain after writing-off the balance of the asset.

Other administrative and general expenses decreased $127,026 from $213,833 for the nine months ended September 30, 2013 to $86,807 for the nine months ended September 30, 2014. The 59% decrease is a combination of reductions of other expenses that were not included in the above discussion.

Other Income (Expenses)-net

We incurred $(2,087,258) in net non-operating expenses for the nine months ended September 30, 2014, compared to $(373,385) for the nine months ended September 30, 2013, a $1,713,873 or 459% increase.

The following is a detailed analysis for such increase:

WeInterest ~~recorded~~expense ~~interest~~incurred ~~income~~during onthe ~~subscriptions~~three ~~receivable~~months ofended ~~$15~~March 31,~~131~~ ~~during~~2015 ~~the~~and ~~nine~~2014 ~~months~~was ~~ended~~$526,976 ~~September~~and 30$207,765, ~~2013~~respectively, a $319,211 or 154% increase.

We received a one-time refund from an insurance company as a result of a policy premium audit. We recorded $23,538 non-recurring non-operating income in connection with such refund during the nine months ended September 30, 2013.26

~~Interest~~The following factors primarily impacted interest expense ~~incurred~~for ~~during~~the three months ended March 31, 2015: i) During the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015, ~~and~~we ~~2013~~incurred ~~was~~approximately $~~716~~22,~~326~~000 ~~and~~in ~~$665~~interest expense as the result of failing to issue conversion shares in a timely manner that was dictated by the terms of outstanding notes; ii) During the three months ended March 31,~~554,~~ ~~respectively~~2015, awe incurred approximately $50319,~~772~~000 orin 8%interest ~~increase~~expense as the result of the fair value, on the date of issuance, of the conversion features and warrants issued with certain debt in excess of the face value of the debt.

The following factors primarily impacted interest expense for the ~~nine~~three months ended ~~September~~March 3031, 2014: i) During the ~~nine~~three months ended ~~September~~March 3031, 2014, we incurred approximately $1847,~~000~~800 in interest expense as the result of failing to issue conversion shares in a timely manner that was dictated by the terms of outstanding notes; ii) During the ~~nine~~three months ended ~~September~~March 3031, 2014, we incurred approximately $~~158~~49,~~000~~600 in interest expense as the result of the fair value, on the date of issuance, of the conversion features and warrants issued with certain debt in excess of the face value of the debt.

The following factor primarily impacted interest expense for the nine months ended September 30, 2013: i) During the nine months ended September 30, 2013, we incurred approximately $27,200 in interest expense as the result of failing to issue conversion shares in a timely manner that was dictated by the terms of outstanding notes; ii) During the nine months ended September 30, 2013, we incurred approximately $228,000 in penalty interest expense as the result of defaulting on our loan with TCA.

In addition, the change in interest expense for any period is always affected by the issuances of new debt, repayments of debt and conversions of debt.

The accretion of debt discount during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014 was $~~327~~124,~~058~~517 and $~~196~~87,~~728~~920, respectively, a $~~130~~36,~~330~~597 or 6642% increase. The main reason for the increase in the accretion of debt discount is due to the amortization of the debt discount of our loans that we entered during the ~~fourth~~first quarter of ~~2013~~2015 and the ~~first,~~year ~~second and third quarter of~~ 2014.

Changes in fair value of warrants and embedded conversion options for ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014 were $(1,~~373~~906,~~500)~~400 and $~~253~~(107,~~500~~800), respectively.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2014~~2015, we maintained a cash balance of $~~23,079~~258 as compared to $24,~~199~~967 as of December 31, ~~2013~~2014.

Net cash used in operating activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 was $~~462~~141,~~620~~638, compared to $~~912~~92,~~152~~387 used during the ~~nine~~three months ended ~~September~~March 3031, ~~2013~~2014, a $~~449~~49,~~532~~251 or 4953% ~~decrease~~increase. InDuring the current period the Company experienced increased expenditures in legal and professional fees due to increased fees incurred related to the Company’s public reporting requirements. During the past ~~two~~three years, due to cash restrictions, we have curtailed expenses on salaries, marketing, and research and development. Currently the Company generates no revenues and relies on debt financings in-order to sustain operating activities. The Company expects cash from operations to remain negative until we start to generate adequate revenues.

~~Net~~Funds ~~cash~~received ~~provided~~from byofficers’ ~~investing~~and ~~activities~~directors’ ~~for~~loans and convertible loans during the ~~nine~~three months ended ~~September~~March 3031, 2015 and 2014 were $3,490 and ~~2013~~$6,500, respectively; cash received from issuing convertible promissory notes was $146,350 and $0, respectively; and cash received from issuing promissory notes was $120 and $92,~~544~~500, respectively. During the ~~nine~~three months ended ~~September~~March 3031, ~~2013~~2015 weand ~~paid~~2014 ~~$7,456~~cash ~~for~~used ~~patent~~to ~~costs~~repay officers and ~~received~~directors ~~proceeds~~notes ~~from~~was ~~the~~$0 ~~sale~~and of$6,300, ~~property~~respectively; and ~~equipment~~cash ofused to repay notes payable was $2012,~~000~~962 and $2,500, respectively.

~~During~~From the ~~nine~~above ~~months~~activities, ~~ended~~net ~~September~~cash ~~30,~~provided ~~2014~~by ~~and~~financing ~~2013,~~activities ~~respectively,~~during wethe ~~received~~three $0months ~~and~~ended ~~$570~~March 31,~~800~~ ~~through~~2015 ~~sales~~and of2014 ~~our~~was ~~common~~$136,929 ~~stock.~~and $90,200, respectively.

~~During~~Aggregating ~~the~~operating, ~~nine~~investing ~~months~~and ~~ended~~financing ~~September~~activities 30from above, ~~2013~~net wecash ~~received~~provided ~~$92,437~~(used) ~~from~~for ~~eight~~the ~~investors~~three ~~who~~months ~~exercised~~ended ~~their~~March ~~warrants~~31, to2015 ~~purchase~~and ~~shares~~2014 ofwas ~~our~~$(4,709) ~~common~~and ~~stock~~$(2,187), respectively.

32On February 6, 2015, the Company entered into an agreement in order to satisfy outstanding liabilities of the Company due to our Chief Executive Officer, Leslie Kessler (“Kessler”), dating back to 2007. In the settlement, Ms. Kessler and the Company have agreed, in exchange for the issuance of 325 shares of convertible preferred stock (“Series J Preferred Stock”) to Ms. Kessler, that all deferred compensation owing to Ms. Kessler and all loan obligations of the Company due to Ms. Kessler would be terminated, apart from a $17,500 loan to the Company by Ms. Kessler, which remains outstanding. (See Financial Statement - Note 9 which is included in this document)

Funds received from officers’ and directors’ loans and convertible loans during the nine months ended September 30, 2014 and 2013 were $11,300 and $9,051, respectively; cash received from issuing convertible promissory notes was $293,500 and $285,000, respectively; and cash received from issuing promissory notes was $196,800 and $10,000, respectively. During the nine months ended September 30, 2014 and 2013 cash used to repay convertible notes payable was $0 and $32,500, respectively; cash used to repay officers and directors notes was $11,300 and $48,500, respectively; and cash used to repay notes payable was $6,800 and $14,200, respectively.

From the above activities, net cash provided by financing activities during the nine months ended September 30, 2014 and 2013 was $483,500 and $872,088 respectively.

Aggregating operating, investing and financing activities from above, net cash provided (used) for the nine months ended September 30, 2014 and 2013 was $20,880 and $(27,520), respectively.

Going Concern

At ~~September~~March 3031, ~~2014~~2015, we had a working capital deficit of approximately $85.08 million. We continue to suffer recurring losses from operations and have an accumulated deficit since inception of approximately $5251.02 million. These conditions raise substantial doubt about our ability to continue as a going concern.

The Company’s ~~goal~~continuation isas toa ~~generate~~going ~~the~~concern ~~sales~~is ofdependent ~~the~~upon ~~Company's~~its ~~flagship~~ability ~~mobile water purification product and~~ to ~~ultimately~~bring ~~diversify~~the itCompany’s ~~product~~products ~~line~~to ~~through~~market ~~ingenuity~~ and~~/or~~ ~~acquisition.~~generate Inrevenues, ~~order~~control tocosts, ~~accomplish~~and ~~these~~obtain ~~goals~~additional wefinancing, ~~are~~as ~~redirecting~~required ~~the~~and ~~sales effort so that the Company will no longer predominantly focus~~ on ~~the~~reasonable ~~government sector, a target with historically long lead times~~terms. InThe ~~addition the~~ Company’s isplans ~~reviewing~~with ~~the~~respect ~~entire approach~~ to ~~the~~these ~~product~~matters ~~with~~include anrestructuring ~~aim~~its toexisting 1)debt ~~deepen~~ and ~~diversify~~raising ~~our~~additional ~~distribution~~financing ~~channels,~~through 2)issuance ~~lower our cost~~ of ~~production~~preferred stock, 3)common ~~improve~~stock ~~the Company's profit margin on~~ and/or ~~4) maintain an inventory of units for immediate sale~~debt.

Effects of Recent Accounting Policies

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Preparation of the statements in accordance with these principles requires that we make estimates, using available data and our judgment, for such things as valuing assets, accruing liabilities and estimating expenses. The following is a list of what we believe are the most critical estimations that we make when preparing our consolidated financial statements.

Stock-Based Compensation

We report stock-based compensation under ASC 718. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values.

We account for equity instruments issued to non-employees as compensation in accordance with the provisions of ASC 718 and 505, which require that each such equity instrument is recorded at its fair value on the measurement date, which is typically the date the services are performed.

The Black-Scholes option valuation model is used to estimate the fair value of the options or their equivalent granted. The model includes subjective input assumptions that can materially affect the fair value estimates.

The model was developed for use in estimating the fair value of traded options or warrants that have no vesting restrictions and that are fully transferable. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the options granted.

We have issued equity instruments in the past to raise capital and as a means of compensation to employees and for the settlement of debt.

Derivative Liabilities

Income taxes

We account for income taxes under guidance provided by ASC 740 “Income Taxes” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

In accordance with ASC 740, interest costs related to unrecognized tax benefits are required to be calculated (if applicable) and would be classified as “Interest expense, net” in the consolidated statements of operations. Penalties would be recognized as a component of “General and administrative expenses.”

Our uncertain tax positions are related to tax years that remain subject to examination by relevant tax authorities. We file income tax returns in the United States (federal) and in various state and local jurisdictions. We are no longer subject to federal, state and local income tax examinations by tax authorities for years prior to 2010.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

This Item is not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Principal Financial Officer (“PFO”), we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer has concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Our management identified the following material weaknesses as of ~~September~~March 3031, ~~2014~~2015.

Entity Level. We recognize the need to provide leadership and guidance to our employees regarding the maintenance and preparation of financial matters. There is a weakness due to the fact that there are not documented policies and procedures in place for certain procedures. In addition we have not established an independent audit committee and the board of directors have assumed this responsibility.

Financial Reporting. There needs to be a more structured mechanism for evidence of review in the financial reporting process. The following procedures have been implemented since the beginning of 2009, (a) PFO signs and date all financial documents upon the completion of reviewing such documents, (b) all approval or permission will be evidenced by either email or in writing. No oral approval or permission is allowed, (c) General Journal is recorded only after PFO approves (in writing) such entry and (d) monthly bank reconciliations must complete within 15 days after month ends and reviewed by PFO 5 days after the completion of bank reconciliation. Due to our limited personnel and resources we are not always in compliance with these procedures.

Complex Accounting Transactions: Due to our limited resources and personnel management has concluded that, as of September 30, 2014, a material weakness exists because the Company does not currently employ a sufficient number of qualified accounting personnel to ensure proper and timely evaluation of complex accounting, tax, and disclosure issues that may arise during the course of the Company’s business.

Confidential Reporting Mechanism: We recognize that we need to provide leadership and guidance to our employees, clients and vendors regarding business ethics and professional conduct. A confidential reporting mechanism must be in place for anonymous reporting of a breach to these ethics that will enable prompt and thorough investigation. In January 2009, we implemented a whistleblower program. A toll-free number, as well as an email address, were posted on the homepage of our website to encourage our employee, contractors, sub-contractors, vendors to report any unethical or illegal behavior they suspect. Due to our limited personnel and resources we do not have an independent audit committee overseeing this process.

Segregation of Duties: Our administrative staff consists of officers, one Controller and one receptionist and segregation of duties conflicts exist with our day to day operations. Therefore, we have relied heavily on entity or management review controls to lessen the issue of segregation of duties.

Management intends to address these material weakness by reviewing the Company’s accounting and finance processes to identify any improvements thereto that might enhance the Company’s internal control over financial reporting and determine the feasibility of implementing such improvements and by seeking qualified employees and/or outside consultants who possess the knowledge needed to eliminate this weakness with our available resources. To mediate the material weaknesses management has increased its level of monitoring activities and has prepared additional analyses of key financial accounts. In addition the Company hires an outside consultant to assist management with its annual and quarterly SEC reporting. The Company’s ability to remediate these weaknesses, however, has been delayed or limited by resource constraints. Upon receiving adequate financing the Company plans to increase its controls in these areas by hiring more experienced employees in financial reporting, establishing an audit committee and formally documenting the controls the Company has in place.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is also based in part on certain assumptions regarding the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Given these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the first, second and third quarter of our 2014 fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our Principal Financial Officer resigned from the Company on February 15, 2014. Upon the resignation of our PFO the Company’s CEO took over the role of the PFO and the Company hired an outside consultant to assist management with its annual and quarterly SEC reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. The ~~As of September 30, 2014, the~~ Company has the following litigation outstanding.

The Company has remained a defendant in a lawsuit since September 12, 2012 in the Supreme Court of the State of New York, County of Nassau, filed by Fairchild Warehouse Associates, LLC (“Fairchild”), as plaintiff, for recovery of past rental payments for the Company’s former office space at 25 Fairchild Avenue, Plainview, New York 11803. An inquest began on December 10, 2014 to determine the amount of money damages due on Fairchild’s claim and on March 3, 2015 the court awarded judgment to the plaintiff against the Company in the sum of $887,929. Adding interests and costs to the awarded amount, judgment has been entered against the Company in the total sum of $892,042. Interest on the judgment will continue to accrue at the rate of 9% per annum until satisfied. As of ~~September~~March 3031, ~~2014~~2015 the Company has accrued a liability of $~~784~~904,~~986~~743 related to the judgment and is included in accounts payable and accrued liabilities at ~~September~~March 3031, ~~2014~~2015.

The Company is in default under a May 30, 2012, Securities Purchase Agreement entered into with TCA Global Credit Master Fund, LP (“TCA”), providing for the issuance of $275,000 principal amount of senior secured redeemable and convertible debentures due November 30, 2012. On October 4, 2013, at the request of the lender due to default, the Company converted $303,499 of convertible notes and accrued interest into a new convertible note in the amount of $531,431. The increase in principal was due to amounts charged by the lender for penalties, interest, legal and other fees. The newly issued note bears interest at rates of 18% per annum and is due on demand. The lender may convert all or any portion of the outstanding principal, accrued and unpaid interest, and any other sums due and payable under the Note into shares of the Company’s common stock at a conversion price equal to 85% of the lowest daily volume weighted average price of the Company’s common stock during the five trading days immediately prior to such applicable conversion date, in each case subject to the lender not being able to beneficially own more than 4.99% of our outstanding common stock upon any conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. On March 10, 2014, TCA accelerated the outstanding principal balance, interest, calculated at the default rate of 18%, and all sums due under the original note and any amendments. In August 2014 a default final judgment was entered against the Company concluding that TCA is entitled to damages in the amount of $610,349, to foreclose upon the security interests, and to recover attorneys’ fees and costs incurred by TCA. In addition prejudgment interest shall be assessed at a rate of 18% per annum and post judgment interest shall be assessed at a rate of 4.75% per annum. As of ~~September~~March 3031, ~~2014~~2015 the Company has accrued a liability of $~~627~~675,~~355~~715 related to the TCA claim and is included in convertible notes payable.

On November 27, 2013, the Company entered into a settlement agreement with Tarpon Bay Partners LLC (“Tarpon”), a related party. The manager of Tarpon is Stephen Hicks, the President of the Company. Tarpon previously purchased outstanding liabilities of the Company from TCA in the amount of $506,431 and Designs and Project Development Corporation (a former landlord) in the amount of $56,429. Per the terms of the settlement the Company was to issue Tarpon shares of common stock in one or more tranches as necessary, and subject to adjustment and ownership limitations, and a convertible promissory note in the principal amount of $75,000. The Company failed to issue shares to Tarpon and in the first quarter of 2014 TCA rescinded its liabilities purchase agreement with Tarpon. As of ~~September~~March 3031, ~~2014~~2015 the Company has accrued a liability of $5961,~~878~~474 related to the Designs and Project Development Corporation claim and is included in notes payable and the $506,431 related to TCA has been included in convertible promissory notes.

36On January 31, 2014, in conjunction with the settlement agreement outlined above, the Company issued Tarpon a convertible promissory note in the principal amount of $75,000. The convertible note matures one year from the date of issuance with interest at 10% per annum. The convertible promissory note has no registration rights and shall be convertible into the common stock of the Company at any time at a conversion price equal to 75% of the low closing bid price for the twenty days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

OnAn ~~January~~eviction ~~31,~~notice ~~2014,~~was inissued ~~conjunction~~on ~~with~~October ~~the~~8 ~~settlement~~by ~~agreement outlined above,~~ the ~~Company~~landlord ~~issued~~for ~~Tarpon~~160 aDupont ~~convertible~~Street, ~~promissory~~Five ~~note~~Towns inRealty ~~the~~Associates, ~~principal~~Inc ~~amount~~(“Five ofTowns ~~$75,000~~Realty”). ~~The~~There ~~convertible~~is ~~note~~currently ~~matures~~an ~~one~~outstanding ~~year~~balance ~~from the date~~ of ~~issuance~~$54,739 ~~with~~that ~~interest~~is atsubject ~~10%~~to ~~per~~a ~~annum.~~lawsuit ~~The~~and ~~convertible~~is ~~promissory~~included ~~note~~in ~~has~~accounts nopayable ~~registration rights~~ and ~~shall~~accrued beliabilities ~~convertible~~at ~~into~~March ~~the~~31, ~~common~~2015. ~~stock~~The ~~of the~~ Company atis ~~any~~currently ~~time~~in atnegotiations awith ~~conversion~~Five ~~price~~Towns ~~equal~~Realty to ~~75%~~reach ofa ~~the low closing bid price for the twenty days prior to conversion~~settlement.

An eviction notice was issued on October 8 by the landlord for 160 Dupont Street, Five Towns Realty Associates, Inc (“Five Towns Realty”). There is currently an outstanding balance of $54,739 that is subject to a lawsuit and is included in accounts payable and accrued liabilities at September 30, 2014. The Company is currently in negotiations with Five Towns Realty to reach a settlement.31

On October 23, 2014, the Company received a notice, filed with the Office of the District Administrative Judge, 10th Judicial District, Nassau County, New York, of the Company’s right to arbitrate a fee dispute with Steve Legum over $12,194 of legal fees in connection with Mr. Legum’s representation of the Company in the Levin Consulting Group matter. The Company did not file the Request for Fee Arbitration within the required 30 days of receipt of the notice, thereby forfeiting its right elect to resolve the dispute by arbitration. As of ~~September~~March 3031, ~~2014~~2015 the Company has accrued a liability of $12,194 related to the dispute and is included in accounts payable and accrued liabilities at ~~September~~March 3031, ~~2014~~2015.

ITEM 1A. RISK FACTORS.

This Item is not applicable to smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table sets forth the sales of unregistered securities by the Company in the quarterly period ended ~~September~~March 3031, ~~2014~~2015.

Date	Title and Amount(1)	~~Title and Amount(1)~~Purchaser	Principal Underwriter	~~Purchaser~~Total Offering Price/ Underwriting Discounts	~~Principal Underwriter~~	~~Total Offering Price/Underwriting Discounts~~
July 1, 2014		The Company issued 7,634,921 shares of common stock to a note lender for failing to issue shares timely upon receipt of the conversion notice from the lender. The Company recorded $12,979 of interest expense for such issuance.		Private Investor	NA	$12,979/NA
January 7, 2015	172,654,147 reset shares of common stock from October 14, 2014 note conversion.	Private Investor	NA	$17,265/NA
July 9, 2014		15,000,000 shares common stock on conversion of principal of convertible note.		Private Investor	NA	$10,800/NA
January 9, 2015	48,456,897 reset shares of common stock from October 14, 2014 note conversion.	Private Investor	NA	$4,845/NA
July 17, 2014		The Company issued a 10% convertible promissory note in the principal amount of $23,000 due June 30, 2015, convertible into the Company’s common stock at a conversion price of $0.001 per share. In addition, 4,600,000 warrants were issued with an exercise price of $0.0012 per share. The warrants are fully vested and have a life of 5 years from date of issuance.		Private Investor	NA	$23,000/NA
January 9, 2015	125,790,000 shares of common stock issued upon conversion of principal of and accrued interest on convertible note.	Private Investor	NA	$6,289/NA
January 15, 2015	Convertible promissory note in the principal amount of $10,500 issued to Tarpon Bay Partners, LLC, with a maturity of January 31, 2016, interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Tarpon	NA	$10,500/NA
January 23, 2015	Convertible promissory note in the principal amount of $10,500 issued to Tarpon Bay Partners, LLC, with a maturity of December 31, 2015, interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.		NA	$18,500/NA
January 23, 2015	Convertible promissory note in the principal amount of $850 issued to Tarpon Bay Partners, LLC, with a maturity of December 31, 2015, interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.		NA	$850/NA
February 3, 2015	Convertible promissory note in the principal amount of $50,000, with a maturity of August 31, 2015, interest at the rate of 8%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.	Private Investor	NA	$50,000/NA

3732

July 17, 2014		The Company issued a 10% convertible promissory note in the principal amount of $20,000 due December 31, 2015, convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 10 trading days prior to conversion.		Private Investor	NA	$20,000/NA
February 11, 2015	Convertible promissory note in the principal amount of $11,000 issued to Tarpon Bay Partners, LLC, with a maturity of January 31, 2016, interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.		NA	$11,000/NA
July 24, 2014		20,000,000 shares common stock on conversion of principal of convertible note.		Private Investor	NA	$10,800/NA
February 23, 2015	Convertible promissory note in the principal amount of $25,000 issued to Tarpon Bay Partners, LLC, with a maturity of February 29, 2016, interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.		NA	$25,000/NA
July 29, 2014		74,110,960 shares common stock on conversion of principal and accrued interest on convertible note.		Private Investor	NA	$37,055/NA
March 5, 2015	Convertible promissory note in the principal amount of $17,500 issued to Tarpon Bay Partners, LLC, with a maturity of March 31, 2016, interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.		NA	$17,500/NA
July 9 - August 4, 2014		98,388,889 shares common stock on conversion of principal and accrued interest on convertible note.		Private Investor	NA	$50,000/NA
March 18, 2015	Convertible promissory note in the principal amount of $13,000 issued to Tarpon Bay Partners, LLC, with a maturity of March 31, 2016, interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.		NA	$13,000/NA
August 11, 2014		25,000,000 shares common stock on conversion of principal of convertible note.		Private Investor	NA	$12,000/NA
August 13, 2014		The Company issued a 8% convertible promissory note in the principal amount of $85,000, due June 30, 2015, convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.		Private Investor	NA	$85,000/NA
August 19, 2014		11,363,636 shares common stock on conversion of principal of convertible note.		Private Investor	NA	$12,500/NA
August 19, 2014		9,545,455 shares of common stock issued upon exercise of warrant.		Private Investor	NA	$10,500/NA
August 19, 2014		27,202,727 shares of common stock issued upon exercise of warrant.		Private Investor	NA	$27,923/NA
September 15, 2014		The Company issued 7,027,778 shares of common stock to a note lender for failing to issue shares timely upon receipt of the conversion notice from the lender. The Company recorded $4,919 of interest expense for such issuance.		Private Investor	NA	$4,919/NA
September 16, 2014		On the Company issued a 10% convertible promissory note in the principal amount of $23,000, due June 30, 2015, convertible into the Company’s common stock at a conversion price of $0.0005 per share. In addition, 9,200,000 warrants were issued with an exercise price of $0.0006 per share. The warrants are fully vested and have a life of 5 years from date of issuance.		Private Investor	NA	$23,000/NA

⁽¹⁾

The issuances to executives, employees, lenders, consultants and investors are viewed by the Company as exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), alternatively, as transactions either not involving any public offering, or as exempt under the provisions of Regulation D promulgated by the SEC under the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are being filed as part of this Quarterly Report on Form 10-Q.


Exhibit Number		Description
31*		Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32**		Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Oxley Act of 2002.

* Filed herewith

** Furnished herewith

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.


SEC Ref. No.		Title of Document
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Label Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document

The XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

SIGNATURES

Pursuant to the requirements 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.

PureSafe Water Systems, Inc.

Dated: September ~~March 27~~30, 2015

By: ~~/s/ Leslie J. Kessler~~

/s/ Leslie J. Kessler

Leslie J. Kessler

Chief Executive Officer and Principal Financial Officer

3934

Name of consolidated subsidiary or entity

State or other jurisdiction of incorporation or organization

Date of incorporation or formation (date of acquisition, if applicable)

Attributable interest

PureSafe Manufacturing and Research Corporation

September 29, 2009

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