UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2013~~2014

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

For the transition period from ____________ to _______________

Commission File No. 000-14859

GARB OIL & POWER CORPORATION

(Exact name of registrant as specified in its charter)

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
None		None

Securities registered pursuant to Section 12(g) of the Act:

Common stock, no par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [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 [X ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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

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

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

State the aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was sold, or the average bid and asked price of such common stock, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, ~~2013~~2014: $3,~~336~~885,~~052~~379.

The ~~number~~ number of shares of issuer’s common stock outstanding as of ~~February~~April 2610, 2015: 47,497,578,456.

DOCUMENTS INCORPORATED BY REFERENCE

None.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, ~~2013~~2014

INDEX

		Page
Part I
Item 1.	Business	4
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	7
Item 2.	Properties	7
Item 3.	Legal Proceedings	7
Item 4.	Mine Safety Disclosures	7
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 8.	Financial Statements and Supplementary Data	10
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	12
Item 9A.	Controls and Procedures	12
Item 9B.	Other Information	1312
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	1413
Item 11.	Executive Compensation	1615
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1716
Item 13.	Certain Relationships and Related Transactions, and Director Independence	1817
Item 14.	Principal Accountant Fees and Services	1918
		20
Part IV
Item 15.	Exhibits and Financial Statement Schedules	2019
Signatures		2320

USE OF CERTAIN DEFINED TERMS

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

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

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

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

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

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

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

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

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

●

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

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

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

CAUTIONARY STATEMENT RELATED TO FORWARD-LOOKING STATEMENTS

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

	●	Our ability to continue as a going concern.

	●	Our ability to achieve profitability and history of losses.

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

	●	Our ability to attract customers to our products.

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

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

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

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

PART I

Item 1. Business

BUSINESS OVERVIEW

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

HISTORY OF COMPANY

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

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

COMPANY SUBSIDIARIES

Resource Protection Systems GmBH

On October 27, 2009, the Company entered into an agreement to purchase Resource Protection Systems GmBH, a company organized and currently active under the laws of Germany (“RPS”). The purchase was for all outstanding shares, as well as for specified RPS assets and liabilities. As consideration, the Company paid the shareholders of RPS an aggregate of 27,829,291 shares of the Company’s common stock and options to purchase 100,000,000 shares of the Company’s common stock with an expiration date of November 1, 2014, and an exercise price equal to one-tenth of the closing ask price for 10 trading days prior to the exercise of the option. The options were contingent upon the Company increasing its authorized shares, which it did in March 2010. The RPS specified assets were not transferred to the Company and therefore the purchase was not fully consummated. All of the options expired on November 1, 2014 without being exercised.

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

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

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

Garb Global Services, Inc.

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

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

OUR INDUSTRY

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

OUR MARKETS

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

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

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

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

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

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

PATENTS, TRADEMARKS AND PROPRIETARY DATA

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

EMPLOYEES

The Company’s President and CEO, Tammy Taylor, devotes 40 hours, or more, per week to the Company’s business. The Company’s Corporate Secretary, M. Aimee Coleman, devotes 10 hours, or more, per week to the Company’s business. All additional work is performed on a sub-contract basis.

Additional personnel will be required when the Company expands its business or enters into agreements for construction of waste-to-energy plants, waste-rubber plants or scrap plants. The Company does not anticipate problems in finding suitable additional personnel.

The Company believes its relationship with its employees to be good. The Company is not a party to any collective bargaining agreement.

RESEARCH AND DEVELOPMENT

During the years ended December 31, ~~2013~~2014 and ~~2012~~2013, the Company has not expended funds on research and development activities. Garb plans to grow its research and development budget to 8% of its revenue during 2015.

ENVIRONMENTAL REGULATION

Neither the Company nor its subsidiaries believe that any of its activities result in harmful discharge of pollutants in the air, water or soil.

Power plants to be built by the Company in the future utilizing tires as fuel will be required to comply with state and federal regulations regarding the discharge of pollutants into the atmosphere. The Company believes that the plants can comply with such regulations without material impact on the Company.

AVAILABLE INFORMATION

We are innow ~~the process of~~ completing all applicable annual reports on Form 10-K and quarterly reports on Form 10-Q for the periods beginning with the fiscal year ended December 31, 2011 through the fiscal year ended December 31, 2014. We will file current reports on Form 8-K, proxy statements and other reports as required after the Company ~~becomes~~files ~~current~~this Form 10-K pursuant to Sections 13(a) and 15(d) of the Exchange Act.

The public may read and copy any materials we file or furnish with the SEC at the SEC’s web site that contains reports, proxy and information statements, and other information regarding reports that we file or furnish electronically with them at http://www.sec.gov.

Item 1A. Risk Factors

Not required for smaller reporting companies.

Item 1B. Unresolved Staff Comments

Not required for smaller reporting companies.

Item 2. Properties

The Company’s current executive offices are located at 1185 Gooden Xing, Bldg. C, Largo, FL under a lease to purchase agreement. The offices and warehouse consist of approximately 16,838 square feet. The purchase of the entire 55,785 square foot offices and warehouses space is expected to occur during the second quarter of 2015.

Item 3. Legal Proceedings

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

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is quoted in The OTC Pink tier of the OTC Markets under the symbol of “GARB”.

The following table sets forth the range of high and low representative bid quotations for the periods indicated.

Fiscal Year 2013	High		Low
	High		Low
Fiscal Year 2014
First Quarter	$	0.0006	$	0.0001
Second Quarter	$	0.0002	$	0.0001
Third Quarter	$	0.0001	$	0.0001
Fourth Quarter	$	0.0001	$	0.0001
		High		Low
Fiscal Year 2013
First Quarter	$	0.0001	$	0.0001
Second Quarter	$	0.0001	$	0.0001
Third Quarter	$	0.0001	$	0.0001
Fourth Quarter	$	0.0001	$	0.0001

Fiscal Year 2012	High		Low
First Quarter	$	0.0008	$	0.0001
Second Quarter	$	0.0002	$	0.0001
Third Quarter	$	0.0002	$	0.0001
Fourth Quarter	$	0.0020	$	0.0001

The foregoing OTC Market quotations are inter-dealer quotations without retail mark-ups, mark-downs or commissions and may not represent actual transactions.

Holders

As of April 10, 2015 there were approximately 747 holders of record of our common stock. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form.

Dividends

No cash dividends have been paid by the Company in the past, and dividends are not contemplated in the foreseeable future. Utah law currently prohibits the payment of dividends since the Company’s liabilities exceed its assets. Dividends will be dependent directly upon the earnings of the Company, financial needs, and other similar unpredictable factors. For the foreseeable future, it is anticipated that any earnings that may be generated from the operations of the Company will be used to finance the operations of the Company and dividends will not be declared for shareholders. The Company is not subject to any contractual restrictions on the payment of dividends.

Securities Authorized for Issuance under Compensation Plans

The Company has no equity compensation plans under which equity securities of the Company are authorized for issuance.

Sales of Unregistered Securities

Date	Purchaser	Shares		Price per share		Amount $		Consideration	Class/Series
February 8, 2013	Officer at time of issuance		1,200,000	$	0.0001	$	120.00	Conversion of 12,000,000,000 shares of Common stock	Series B Preferred stock
January 31, 2014	Affiliate of Company		3,796,521,515	$	0.00003	$	113,895.65	Direct investment pursuant to the terms of a Securities Purchase Agreement	Restricted Common stock
February 8, 2013	Officer at time of issuance		600,000	$	0.0001	$	60.00	Conversion of 6,000,000,000 shares of Common stock	Series B Preferred stock
January 31, 2014	Affiliate of Company		2	$	1,670.00	$	3,340.00	Direct investment pursuant to the terms of a Securities Purchase Agreement	Series A Preferred stock
February 28, 2013	Unaffiliated party		50,000,000	$	0.0001	$	5,000.00	Services	Common stock
January 31, 2014	Affiliate of Company		441,930	$	0.75	$	331,447.50	Direct investment pursuant to the terms of a Securities Purchase Agreement	Series B Preferred stock
February 28, 2013	Unaffiliated party		125,000,000	$	0.0001	$	12,500.00	Conversion of accrued expenses	Common stock
March 25, 2014	Unaffiliated party		100,000,000	$	0.0002	$	20,000.00	Services	Common stock
February 28, 2013	Unaffiliated party		125,000,000	$	0.0001	$	12,500.00	Conversion of accrued expenses	Common stock
March 31, 2014	Affiliate of Company		266,666,667	$	0.00007	$	20,000.00	Direct investment pursuant to the terms of a Securities Purchase Agreement	Restricted Common stock
March 12, 2013	Unaffiliated party		2,040,000,000	$	0.0001	$	204,000.00	Conversion of Company debt	Common stock
April 14, 2014	Affiliate of Company		1,750,000,000	$	0.0001	$	1,750,000.00	Conversion of 700,000 shares of Preferred stock	Common stock
March 12, 2013	Unaffiliated party		2,323,000,000	$	0.0001	$	232,300.00	Conversion of Company debt	Common stock
May 16, 2014	Unaffiliated party		860,000,000	$	0.0001	$	86,000.00	Services	Common stock
April 5, 2013	Unaffiliated party		689,344,200	$	0.0000	$	34,467.00	Conversion of Company debt	Common stock
June 16, 2014	Unaffiliated party		1,428,571,429	$	0.0001	$	142,857.14	Conversion of Company debt	Common stock
April 5, 2013	Unaffiliated party		685,438,400	$	0.0001	$	34,271.92	Conversion of Company debt	Common stock
September 23, 2014	Assignee of debtor		3,167,500,000	$	0.0001	$	316,750.00	Conversion of Company debt	Common stock
April 5, 2013	Unaffiliated party		355,188,400	$	0.0001	$	17,759.42	Conversion of Company debt	Common stock
October 8, 2014	Unaffiliated party		183,690	$	2.50	$	459,225.00	Conversion of 1,836,896,308 shares of Common stock	Series B Preferred stock
June 24, 2013	Officer at time of issuance		850,000,000	$	0.0010	$	810,000.00	Conversion of accrued salary	Common stock
June 24, 2013	Officer at time of issuance		866,000,000	$	0.0010	$	826,000.00	Conversion of accrued salary	Common stock
June 24, 2013	Officer at time of issuance		572,500,000	$	0.0010	$	552,507.00	Conversion of accrued salary	Common stock
December 31, 2013	Officer of Company		600,000,000	$	0.0001	$	60,000.00	Services	Common stock
December 31, 2013	Officer of Company		600,000,000	$	0.0001	$	60,000.00	Services	Common stock
December 31, 2013	Affiliate of Company		600,000,000	$	0.0001	$	60,000.00	Services	Common stock
December 31, 2013	Officer of Company		2	$	67,394.00	$	134,788.00	Services	Series A Preferred stock
December 31, 2013	Officer of Company		1	$	67,394.00	$	67,394.00	Services	Series A Preferred stock
December 31, 2013	Affiliate of Company		12	$	67,394.00	$	808,728.00	Services	Series A Preferred stock

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

Item 6. Selected Financial Data

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current Management Overview

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

Results of Operations

Comparison of the Year Ended December 31, ~~2013~~2014 and ~~2012~~2013

Revenues

During the ~~years~~year ended December 31, ~~2013~~2014 ~~and~~the ~~2012~~Company recognized $300,000 from sale of equipment. During the year ended December 31, 2013 the Company recognized no revenues from sales.

~~General~~Selling, General, and Administrative Expenses

~~General~~Selling, general, and administrative expenses decreased $~~668~~1,~~932~~584,484 to $2801,~~386,064~~580 for the year ended December 31, ~~2013~~2014, from $32,~~054~~386,~~996~~064 for the year ended December 31, ~~2012~~2013. The decrease was related to employee compensation decreasing $1261,~~287~~500,~~856~~ ~~and~~professional ~~consulting~~ fees decreasing $~~203~~122,~~294.~~332, ~~These~~consulting ~~decreases~~fees ~~were~~decreasing ~~partially~~$431,129 ~~offset~~and bybad andebt ~~increase~~expense indecreasing ~~professional~~$579,655. ~~fees~~These ofdecreases ~~$392,362~~were ~~and~~partially offset by an increase in ~~bad~~sales ~~debt~~commissions ~~expense~~ of $~~477~~110,~~139~~000.

Interest Expense

Interest expense was $~~248~~486,~~300~~530 and $~~536~~248,~~800~~300 for the years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively. The ~~decrease~~increase in expense was ~~due~~related to anrecognizing ~~improved~~change ~~mix~~in ofderivative ~~interest~~liabilities ~~terms~~for ~~and~~the ayear ~~$496,178~~ended ~~decrease~~December in31, ~~interest bearing notes payable~~2014.

Gain / Loss on Conversion of Debt and Settlement of Accrued Interest

Conversion of debt and settlement of accrued interest resulted in a ~~gain~~loss of $~~587~~320,~~256~~617 and a ~~loss~~gain of $2587,~~186,430~~256 for the years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively. This is a non-cash expense reported on the statements of operations. The substantial change from ana ~~expense~~gain to aan ~~gain~~expense was due to aan ~~substantial~~above ~~increase in~~ the average ~~conversion rate of debt and settlement of accrued interest from below the average~~ market value of the Company stock at the time the shares were issued during the prior fiscal year reported to ~~above~~at the average market value of the Company stock at the time the shares were issued during the current fiscal year reported.

Net Loss

Comprehensive loss was $23,~~050~~658,~~994~~707 and $52,~~780~~050,~~798~~994 for the years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively. Net loss was attributable to a lack of ~~revenue~~consistent revenues as discussed above, together with a substantial amount of ~~bad~~change ~~debt~~in ~~expense~~fair value of derivative liabilities. While Wethe Company has substantially decreased selling, general, and administrative expenses, we expect to continue to incur losses until such time as we can begin to generate ~~significant~~consistent revenue from operations.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. The Company is not generating ~~significant~~consistent revenues. Operating expenses for the Company have been paid in part from short-term unsecured notes and the issuance of Company stock. It also has a working capital and stockholders’ deficit of $~~3,869,821 and $~~6,~~563~~898,~~647~~053, respectively, at December 31, ~~2013 and December 31, 2012~~2014.

The Company has incurred and continued to incur indebtedness in order to finance its operations. As of December 31, ~~2013~~2014, the Company’s total liabilities were $38,~~869~~156,~~824~~051, with a working capital deficit of $38,~~869~~155,~~821~~855. See Note 48 – ~~Related~~Notes ~~Party Transactions~~Payable, Note 69 – Derivative ~~Commitments to Date~~Liability, Note 810 – Notes Payable-Related Party, and Note 911 – ~~Notes~~Derivative ~~Payable~~Liability-Related ~~Parties~~Party of the Company’s financial statements appearing elsewhere in this annual report on Form 10-K.

Net cash used in operating activities was $(17161,~~700~~925) and $(~~157~~17,~~842~~700) for the years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively. Cash was primarily used to fund our net losses from operations.

Net cash used in investing activities was $0 for both of the years ended December 31, ~~2013~~2014 and ~~2012~~2013. During the years ended December 31, ~~2013~~2014 and ~~2012~~2013, the Company did not use cash that was received for investing activities.

Net cash provided by financing activities was $17162,~~700~~118 and $~~144~~17,~~000~~700 for the years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively. During the year ended December 31, ~~2013~~2014, we received cash of $17189,~~700~~119 from the issuance of notes payable, of which $027,000 cash was used as as repayments of financing activities.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. As shown in the consolidated financial statements, during the years ended December 31, ~~2013~~2014 and ~~2012~~2013, the Company has incurred a net loss of $23,~~050~~658,~~994~~707 and $52,~~780~~050,~~800~~994, respectively, and as of December 31, ~~2013~~2014, the Company’s accumulated deficit was $1519,~~741~~400,~~437~~144. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate ~~sufficient~~consistent cash flows to meet its obligations on a timely basis, to obtain additional financing as may be required, and its ability to continue its implementation of operations. Management is continuing its efforts to obtain the necessary financing as may be required to generate sufficient cash flows for current and future operations. Management is pursuing avenues of generating cash or revenues during the next twelve months. The Company is also attempting to interest purchasers, or potential purchasers, of shredders, recycling equipment and new tires, and establishing manufacturing plants. The Company also continues to pursue financing to build and operate its own waste refinement and recycling industrial manufacturing plants.

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

Off Balance Sheet Arrangements

None.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable

Item 8. Financial Statements and Supplementary Data

See Index to Financial Statements and Financial Statement Schedules appearing on pages F-1 through F-3325 of this annual report on Form 10-K.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, ~~2013~~2014 and ~~2012~~2013

Report of Independent Registered Public Accounting Firm	~~F-1~~	F-1
Consolidated Balance Sheets as of December 31, 2013 and 2012	F-2
Consolidated Balance Sheets as of December 31, 2014 and 2013		F-2
Consolidated Statements of Operations for the Years Ended December 31, 2013 and 2012	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2014 and 2013		F-3
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2013 and 2012	F-4
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2014 and 2013		F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013 and 2012	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014 and 2013		F-5
Notes to the Consolidated Financial Statements	~~F-6~~	F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Garb Oil & Power Corporation

Largo, Florida

We have audited the accompanying consolidated balance sheets of Garb Oil & Power Corporation and subsidiaries as of December 31, ~~2013~~2014 and ~~2012~~2013, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Garb Oil & Power Corporation and subsidiaries as of December 31, ~~2013~~2014 and ~~2012~~2013, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company’s continual net losses and large accumulated deficit, among other issues, raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ HJ & Associates, LLC HJ & Associates, LLC Salt Lake City, Utah April 15, 2015

HJ & Associates, LLC

Salt Lake City, Utah

March 24, 2015

F-1

Garb Oil & Power Corporation and Subsidiaries

Consolidated Balance Sheets

	December 31,
	2013			2012
	2014			2013
ASSETS
Current assets:
Cash	$	3196		$	3
Accounts receivable, net		-			-
Total current assets		3196			3
Property and equipment, net		-1,257,802			~~3,886~~-
Total assets	$	31,257,998		$	3~~,889~~
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	~~832~~1,~~166~~189,558		$	~~819~~832,~~677~~166
Related party payable		43,~~285~~947			~~290~~4,~~519~~285
Notes payable		1,~~396~~454,~~559~~062			1,~~892~~396,~~737~~559
Related party notes payable		150,000			-
Derivative liability		2,250,243			-
Accrued interest		1,283,367			1,420,243
Notes payable – related party		155,645			150,000
Wage and payroll taxes payable		203,447			2,004,498
Derivative liability – related party		33,987			-
Income taxes payable		-			123,619
Capital lease payable		1,292,571			-
Total current liabilities		3,869,824			6,551,293
Accrued interest		1,521,067			1,283,367
Deferred tax liabilities		-			16,243
Wage and payroll taxes payable		254,971			203,447
Total long-term liabilities		-			16,243
Total current liabilities		8,156,051			3,869,824
Total liabilities		38,~~869~~156,~~824~~051			63,~~567~~869,~~536~~824
Stockholders’ Deficit:
Class A preferred as of December 31, 2013; ($.0001 par value) 1,000,000 shares authorized, 22 shares outstanding as of December 31, 2013 and 7 shares outstanding as of December 31, 2012		-			-
Class A preferred as of December 31, 2014; ($.0001 par value) 1,000,000 shares authorized, 24 shares outstanding as of December 31, 2014 and 22 shares outstanding as of December 31, 2013		-			-
Class B preferred as of December 31, 2013; ($2.50 par value) 10,000,000 shares authorized, 4,494,298 shares outstanding as of December 31, 2013 and 2,694,298 shares issued and outstanding as of December 31, 2012		11,235,745			6,735,745
Class B preferred as of December 31, 2014; ($2.50 par value) 10,000,000 shares authorized, 4,419,918 shares outstanding as of December 31, 2014 and 4,494,298 shares issued and outstanding as of December 31, 2013		11,049,795			11,235,745
Common stock as of December 31, 2013; (no par value) 50,000,000,000 shares authorized, 37,965,215,154 shares outstanding at December 31, 2013 and 45,483,744,154 shares outstanding at December 31, 2012		(15,713,804	)		(18,823,864	)
Common stock as of December 31, 2014; (no par value) 50,000,000,000 shares authorized, 47,497,578,456 shares outstanding at December 31, 2014 and 37,965,215,154 shares outstanding at December 31, 2013		(13,723,527	)		(15,713,804	)
Preferred Class A additional paid in capital		1,~~482~~486,~~670~~010			~~471~~1,~~760~~482,670
Preferred Class B additional paid in capital		14,~~867~~093,~~005~~628			1914,~~366~~867,~~825~~005
Accumulated other comprehensive income		-			143,297
Subscription Receivable		(403,815	)		-
Accumulated deficit		(1519,~~741~~400,~~437~~144	)		(1415,~~423~~741,~~007~~437	)
Total Garb Oil & Power stockholders’ deficit		(3,869,821	)		(6,529,244	)
Total stockholders’ deficit		(6,898,053	)		(3,869,821	)
Non-controlling interest		-			(34,403	)
Total liabilities and stockholders’ deficit	$	1,257,998		$	3
Total stockholders’ deficit		(3,869,821	)		(6,563,647	)
Total liabilities and stockholders’ deficit	$	3		$	3,889

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

F-2

Garb Oil & Power Corporation and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income (Loss)

	Year Ended December 31,
	2013			2012
	2014			2013
SALES
Sales	$	300,000		$	-
TOTAL SALES		300,000			-
COST OF SALES		190,000			-
GROSS PROFIT		110,000			-
OPERATING EXPENSES
Selling, general and administrative	$	2801,~~386,064~~580		$	32,~~054~~386,~~996~~064
Total Operating Expenses		2801,~~386,064~~580			32,~~054~~386,~~996~~064
LOSS FROM OPERATIONS		(2691,~~386,064~~580	)		(32,~~054~~386,~~996~~064	)
OTHER INCOME (EXPENSE)
Gain (loss) on extinguishment of debt		~~587~~(320,~~256~~617	)		(2587,~~186,430~~256	)
Loss on disposal of assets		~~(3,886~~-	)		(23,~~572~~886	)
Interest expense		(248,300	)		(536,800	)
Derivative liability expense		(2,159,980	)		-
Total Other Income (Expense)		335,070			(2,725,802	)
Interest expense		(486,530	)		(248,300	)
LOSS BEFORE INCOME TAXES		(2,050,994	)		(5,780,798	)
Total Other Income (Expense)		(2,967,127	)		335,070
LOSS BEFORE INCOME TAXES		(3,658,707	)		(2,050,994	)
PROVISION (BENEFIT) FOR INCOME TAXES		-			-
LOSS BEFORE NON-CONTROLLING INTEREST		(2,050,994	)		(5,780,798	)
NET LOSS	$	(3,658,707	)	$	(2,050,994	)
Net income (loss) attributable to non-controlling interest		-			-
LOSS ATTRIBUTABLE TO GARB OIL & POWER		(2,050,994	)		(5,780,798	)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment		-			-
TOTAL COMPREHENSIVE LOSS		(2,050,994	)		(5,780,798	)
Comprehensive income (loss) attributable to non-controlling interest		-			-
COMPREHENSIVE LOSS ATTRIBUTABLE TO GARB OIL & POWER	$	(2,050,994	)	$	(5,780,798	)
BASIC AND DILUTED LOSS PER COMMON SHARE ATTRIBUTABLE TO GARB OIL & POWER SHAREHOLDERS	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING		3543,~~643~~188,~~824~~026,~~071~~388			2235,~~817~~643,~~565~~824,~~053~~071

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

F-3

Garb Oil & Power Corporation and Subsidiaries

Consolidated Statements of Stockholders’ Deficit

	Preferred Stock - A						Preferred Stock - B									Common Stock						Accumulated						~~Total~~			Total
	($.0001 par value)						($2.50 par value)									(no par value)						Other						~~GARB~~			~~Non~~GARB			~~Total~~Non			Total
	Shares		Par Amount		APIC Amount		Shares			Par Amount			APIC Amount			Shares			Amount			Comprehensive Income			Accumulated Deficit			Stockholders’ Deficit			Controlling Interest			Stockholders’ Deficit
			Par		APIC					Par			APIC									Comprehensive			Subscription			Accumulated			Stockholders’			Controlling			Stockholders’
Balance, December 31, 2011		2	$	-	$	134,790		193,289		$	483,222		$	171,448			1,878,278,845		$	2,209,651		$	159,389		$	(8,642,209	)	$	(5,483,709	)	$	(34,403	)	$	(5,518,112	)
	Shares		Amount		Amount		Shares			Amount			Amount			Shares			Amount			Income			Receivable			Deficit			Deficit			Interest			Deficit
Common shares issued for services		-		-		-		-			-			-			1,037,000,000			259,750			-			-			259,750			-			259,750
Balance, December 31, 2012		7	$	-	$	471,760		2,694,298		$	6,735,745		$	19,366,824			45,483,744,154		$	(18,823,864	)	$	143,297		$	-		$	(14,423,007	)	$	(6,529,244	)	$	(34,403	)	$	(6,563,647	)
Common shares issued for employees compensation		-		-		-		-			-			-			13,445,378,151			1,344,536			-			-			1,344,536			-			1,344,536
Common shares issued for services		-		-		-		-			-			-			1,850,000,000			185,000			-			-			-			185,000			-			185,000
Common shares issued upon conversion of notes payable and accrued interest		-		-		-		-			-			-			24,568,465,309			2,560,627			-			-			2,560,627			-			2,560,627
Common shares issued for liabilities		-		-		-		-			-			-			250,000,000			25,000			-			-			-			25,000			-			25,000
Common shares issued for accrued wages		-		-		-		-			-			-			30,000,000,000			100,000			-			-			100,000			-			100,000
Common shares issued upon conversion of notes payable and accrued interest		-		-		-		-			-			-			6,092,971,000			522,798			-			-			-			522,798			-			522,798
Common shares exchanged for issuing Class B preferred shares		-		-		-		2,500,000			6,250,000			19,195,377			(25,445,378,151	)		(25,445,377	)		-			-			-			-			-
Common shares issued for accrued wages		-		-		-		-			-			-			2,288,500,000			2,188,507			-			-			-			2,188,507			-			2,188,507
Preferred shares issued for services		5		-		336,970		1,009			2,523			-			-			-			-			-			339,493			-			339,493
Common shares exchanged for Class B preferred shares		-		-		-		1,800,000			4,500,000			(4,499,820	)		-18,000,000,000			(180	)		-			-			-			-			-			-
Debt discount		-		-		-		-			-			-			-			146,949			-			-			146,949			-			146,949
Preferred shares issued for services		15		-		1,010,910		-			-			-			-			-			-			-			-			1,010,910			-			1,010,910
Foreign currency translation adjustment		-		-		-		-			-			-			-			-			(16,092	)		-			(16,092	)		-			(16,092	)
Debt discount		-		-		-		-			-			-			-			14,000			-			-			-			14,000			-			14,000
Net loss for the year ended December 31, 2012		-		-		-		-			-			-			-			-			-			(5,780,798	)		(5,780,798	)		-			(5,780,798	)
Deconsolidation due to entities no longer under common control		-		-		-		-			-			-			-			174,935			(143,297	)		-			732,564			764,202			34,403			798,605
Balance, December 31, 2012		7		-		471,760		2,694,298			6,735,745			19,366,825			45,483,744,154			(18,823,864	)		143,297			(14,423,007	)		(6,529,244	)		(34,403	)		(6,563,647	)
Net loss for the year ended December 31, 2013		-		-		-		-			-			-			-			-			-			-			(2,050,994	)		(2,050,994	)					(2,050,994	)
Common shares issued for services		-		-		-		-			-			-			1,850,000,000			185,000			-			-			185,000			-			185,000
Balance, December 31, 2013		22	$	-	$	1,482,670		4,494,298		$	11,235,745		$	14,867,005			37,965,215,153		$	(15,713,804	)	$	-		$	-		$	(15,741,437	)	$	(3,869,821	)	$	-		$	(3,869,821	)
Common shares issued for liabilities		-		-		-		-			-			-			250,000,000			25,000			-			-			25,000			-			25,000
Common shares issued for services		-		-		-		-			-			-			960,000,000			106,000			-			-			-			106,000			-			106,000
Common shares issued upon conversion of notes payable and accrued interest		-		-		-		-			-			-			6,092,971,000			522,798			-			-			522,798			-			522,798
Common shares issued for cash		-		-		-		-			-			-			4,063,188,182			133,896			-			-			-			133,896			-			133,896
Common shares issued for accrued wages		-		-		-		-			-			-			2,288,500,000			2,188,507			-			-			2,188,507			-			2,188,507
Common shares issued upon conversion of notes payable and accrued interest		-		-		-		-			-			-			4,596,071,428			459,606			-			-			-			459,606			-			459,606
Common shares exchanged for issuing Class B preferred shares		-		-		-		1,800,000			4,500,000			(4,499,820	)		(18,000,000,000	)		(180	)		-			-			-			-			-
Class A preferred shares issued for cash		2		-		3,340		-			-			-			-			-			-			-			-			3,340			-			3,340
Preferred shares issued for services		15		-		1,010,910		-			-			-			-			-			-			-			1,010,910			-			1,010,910
Class B preferred shares issued for cash		-		-		-		441,930			1,104,825			(773,377	)		-			-			-			-			-			331,448			-			331,448
Debt discount		-		-		-		-			-			-			-			14,000			-			-			14,000			-			14,000
Class B preferred shares exchanged for Common shares		-		-		-		(700,000	)		(1,750,000	)		-			1,750,000,000			1,750,000			-			-			-			-			-			-
Deconsolidation due to entities no longer under common control		-		-		-		-			-			-			-			174,935			(143,297	)		732,564			764,202			34,403			798,605
Common shares exchanged for Class B preferred shares		-		-		-		183,690			459,225			-			(1,836,896,307	)		(459,225	)		-			-			-			-			-			-
Net loss for the year ended December 31, 2013		-		-		-		-			-			-			-			-			-			(2,050,994	)		(2,050,994	)		-			(2,050,994	)
Subscription receivable		-		-		-		-			-			-			-			-			-			(403,815	)		-			(403,815	)		-			(403,815	)
Balance, December 31, 2013		22	$	-	$	1,482,670		4,494,298		$	11,235,745		$	14,867,005			37,965,215,154		$	(15,713,804	)	$	-		$	(15,741,437	)	$	(3,869,821	)	$	-		$	(3,869,821	)
Net loss for the year ended December 31, 2014		-		-		-		-			-			-			-			-			-			-			(3,658,707	)		(3,658,707	)		-			(3,658,707	)
Balance, December 31, 2014		24	$	-	$	1,486,010		4,419,918		$	11,049,795		$	14,093,628			47,497,578,456		$	(13,723,527	)	$	-		$	(403,815	)	$	(19,400,144	)	$	(6,898,053	)	$	-		$	(6,898,053	)

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

F-4

Garb Oil & Power Corporation and Subsidiaries

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2013			2012
	2014			2013
Cash flows from operating activities:
Net loss	$	(23,~~050~~658,~~994~~707	)	$	(52,~~780~~050,~~798~~994	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		-10,843			~~2,701~~-
Debt issued for services		-			195,213
Common stock issued for services		106,000			185,000
Common stock issued for services		185,000			259,750
Preferred Shares for services		-			1,010,910
Common stock issued for employees compensation		-			1,344,536
(Gain) loss on extinguishment of debt		320,617			(587,256	)
Preferred Shares for services		1,010,910			339,493
Amortization of debt discount		59,429			34,922
(Gain) loss on extinguishment of debt		(587,256	)		2,186,430
Loss on derivative liability		2,159,980			-
Amortization of debt discount		34,922			223,208
Accretion of present value of capital lease		30,926			-
Disposition of fixed assets		~~3,886~~-			-3,886
Bad debt expense		~~579,655~~-			~~102~~579,~~516~~655
Changes in operating assets and liabilities:					-
Loan fees		77,250			-
Accounts receivable		(786	)		(102,516	)
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		245,356			96,009
Accounts receivable		-			(786	)
Accrued interest		213,378			313,591
Accounts payable and accrued expenses		382,392			245,356
Related party payable		(46,271	)		-
Accrued interest		259,169			213,378
Wages and payroll taxes payable		394,500			662,025
Related party payable		(338	)		(46,271	)
Net cash used in operating activities		(17,700	)		(157,842	)
Wages and payroll taxes payable		90,514			394,500
Cash flows from investing activities		-			-
Net cash used in operating activities		(161,925	)		(17,700	)
Cash flows from investing activities:
Purchases of property, plant and equipment		-			-
Net cash used in investing activities		-			-
Cash flows from financing activities:
Proceeds from notes payable		17124,~~700~~250			~~144~~17,~~000~~700
Net cash provided by financing activities		17,700			144,000
Payments on notes payable		(20,000	)		-
Net increase (decrease) in cash		-			(13,842	)
Cash received on issuances of common stock		64,868			-
Effect of exchange rate changes on cash		-			(3,699	)
Payments on capital lease		(7,000	)		-
Cash at beginning of period		3			17,544
Net cash provided by financing activities		162,118			17,700
Cash at end of period	$	3		$	3
Net increase (decrease) in cash		193			-
Supplemental disclosures of cash flow information:
Cash at beginning of period		3			3
Cash paid for:
Cash at end of period	$	196		$	3
Interest	$	-		$	420,126
Income taxes	$	-		$	-
Non-cash financing activities:
Common shares issued for debt and accrued interest	$	528,798		$	332,484
Debt discount	$	14,000		$	146,949
Common shares issued for liabilities	$	250,000		$	-
Common shares issued for accrued compensation	$	2,188,507		$	100,000
Common shares exchanged for Class B preferred shares	$	180		$	25,445,377

~~The accompanying notes are an integral part of these consolidated financial statements.~~(Continued)

F-5

Garb Oil & Power Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Continued)

	Year Ended December 31,
	2014		2013
Supplemental disclosures of cash flow information:

Cash paid for:
Interest	$	-	$	-
Income taxes	$	-	$	-

Non-cash financing activities:
Common shares issued for debt and accrued interest	$	138,990	$	528,798
Debt discount	$	124,250	$	14,000
Common shares issued for accrued compensation	$	-	$	2,188,507
Common shares exchanged for Class B preferred shares	$	-	$	180
Purchase of property, plant and equipment financed by capital lease	$	1,268,645	$	-
Accrued interest reclassified to note principal	$	21,469	$	-
Accounts payable reclassified to note principal	$	25,000	$	-
Wages payable reclassified to note payable	$	38,990	$	-
Class B preferred shares exchanged for Common shares	$	1,290,774	$	-
Common shares for subscription receivable	$	69,028	$	-
Preferred shares for subscription receivable	$	334,787	$	-

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

F-6

Garb Oil & Power Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, ~~2013~~2014 and ~~2012~~2013

Forward

The Notes to Consolidated Financial Statements contain disclosures relating primarily to the fiscal periods stated above for the Consolidated Financial Statements. In addition, Notes containing select subsequent event disclosures have the words “To Date” added to their title and Note 12 –Subsequent Events makes this reference. Subsequent Notes to Consolidated Financial Statements will fully disclose for the fiscal period to which they apply.

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

Note 1 – Organization and Summary of Significant Accounting Principles

a. Organization To Date

COMPANY SUBSIDIARIES ~~TO DATE~~

Resource Protection Systems GmBH

F-6

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

F-7

Garb Global Services, Inc.

On January 24, 2014 the Company signed a letter of intent (the “LOI”) and a collaborative effort agreement (the “CE Agreement”) with Shredderhotline.com Company (“Shredderhotline”) and Dan Scott Burda, Shredderhotline’s President/Owner. The LOI includes a stock purchase equal to 10% of each stock classes’ authorized shares at the time of execution in exchange for $448,683 in total cash and other assets to the Company. The cash portion is $44,868. The shares by stock class issued February 4, 2014 was two restricted shares of the Company’s Class A preferred stock, 441,930 restricted shares of the Company’s Class B preferred stock and 3,796,521,515 restricted shares of the Company’s common stock. In general, the CE Agreement is a long-term collaboration with the intent of the Company receiving over time all of Shredderhotline’s assets including complete customers database, shredder patents and recycle plant designs. In addition, the CE Agreement provides that the two ranking executive officers of both companies’ will collaborate on future sales and operations within a newly formed wholly owned subsidiary of the Company, Garb Global Services, Inc. (“Garb Global”). On November 18, 2014, the Company and Shredderhotline mutually determined that their business interests had diverged and the Company and Shredderhotline released one another from their rights and obligations under the LOI and CE Agreement both dated January 24, 2014. Garb Global will continue as an operating subsidiary of the Company.

b. Use of Estimates

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

c. Basis of Presentation - Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. As shown in the consolidated financial statements, during the years ended December 31, ~~2013~~2014 and ~~2012~~2013, the Company has incurred a net loss of $23,~~050~~658,~~994~~707 and $52,~~780~~050,~~798~~994, respectively, and as of December 31, ~~2013~~2014, the Company’s accumulated deficit was $1519,~~741~~400,~~437~~144. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate ~~sufficient~~consistent cash flows to meet its obligations on a timely basis, to obtain additional financing as may be required, and its ability to continue its implementation of operations. Management is continuing its efforts to obtain the necessary financing as may be required to generate sufficient cash flows for current and future operations. Management is pursuing avenues of generating cash or revenues during the next twelve months. The Company is also attempting to interest purchasers, or potential purchasers, of shredders, recycling equipment and new tires, and establishing manufacturing plants. The Company also continues to pursue financing to build and operate its own waste refinement and recycling industrial manufacturing plants.

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

F-7

d. Principles of Consolidation To Date

The consolidated financial statements contained in this annual filing ~~only~~ include the accounts of Garb ~~since~~and ~~this annual filing is for the year ended December 31, 2013 that is in between the periods of time that~~ Garb ~~had subsidiaries as of the ended filing date~~Global. The accounts of RPS discontinued inclusion with Garb ~~beginning~~began with the quarter ended September 30, 2013 since it was an entity under common control from October 27, 2009 through August 21, 2013. Newview was 80% owned by RPS and therefore its accounts were also discontinued inclusion with Garb beginning with the quarter ended September 30, 2013. Garb Global was 100% owned since February 12, 2014 and therefore its accounts began to be included with Garb beginning with the quarter ended March 31, 2014. When Garb has subsidiaries as of the filing ended date, all significant intercompany accounts and transactions have been eliminated in consolidation.

F-8

e. Property and Equipment

Property and equipment is recorded at cost and is depreciated using the straight-line method based on the expected lives of the assets which range from five to thirty nine years. Leases determined to be capital leases are classified as being owned by the Company and recorded accordingly. (Also see Note 12 – Capital Lease.) Depreciation expense for the years ended December 31, ~~2013~~ 2014 and ~~2012~~2013 was $010,843 and $20,~~701,~~ respectively.

The Company records impairment losses when indicators of impairment are present and undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount.

f. Revenue Recognition To Date

Revenue is recognized when the following criteria are met: 1. persuasive evidence of an arrangement exists, which is generally in the form of a signed contract which specifies a fixed price, 2. the sales amount is determinable, 3. when title is transferred, which is when goods shipped to the customer has been received and accepted or services have been rendered, and 4. collection is reasonably assured. InThe ~~the past the~~ Company ~~has~~engages ~~engaged~~ in product sales ~~and consulting activities, but during the financial reporting period covered by these notes to financials did not have product or consulting revenues~~.

g. Accounts Receivable/Allowance for Bad Debt

The Company’s allowance for uncollectible accounts receivable is based on its historical bad debt experience and on current management’s evaluation of its ability to collect individual outstanding balances. The Company had $~~609~~599,~~983~~051 ~~and $248,265~~ allowance for doubtful accounts as of December 31, ~~2013~~2014 and ~~2012 respectively~~2013. (Also see Note 4 – Related Party Transactions.)

h. Advertising Costs

The Company expenses all advertising costs as incurred. The Company recorded $~~563~~0 and $~~745~~563 advertising expense for the years ended ~~December~~ December 31, ~~2013~~2014 and ~~2012~~2013 respectively.

i. Basic Income (Loss) Per Share

The following is an illustration of the reconciliation of the numerators and denominators of the basic loss per share calculation:

	For the Years Ended December 31,
	2013			2012
	2014			2013
Comprehensive loss (numerator)	$	(23,~~050~~658,~~994~~707	)	$	(52,~~780~~050,~~798~~994	)
Weighted average shares outstanding (denominator)		3543,~~643~~188,~~824~~026,~~071~~388			2235,~~815~~643,~~565~~824,~~053~~071
Basic loss per share	$	(0.00	)	$	(0.00	)

FFor the year ended December 31, 2014 and 2013, the Company had no common stock equivalents that are excluded from the computation of diluted earnings per share as their effect is anti-8dilutive due to net losses.

For the year ended December 31, 2013 and 2012, the Company had no common stock equivalents that are excluded from the computation of diluted earnings per share as their effect is anti-dilutive due to net losses.

j. Financial Instruments

Cash equivalents include highly liquid short-term investments with original maturities of three months or less, readily convertible to known amounts of cash. The amounts reported as cash, prepaid expenses, trade accounts payable and notes payable to related parties are considered to be reasonable approximations of their fair values. The fair value estimates presented herein were based on available market information for the year ended December 31, ~~2013~~2014. The use of different market assumptions and/or estimation methodologies could have a material effect on the estimated fair value amounts. The reported fair values do not take into consideration potential expenses that would be incurred in an actual settlement.

k. Stock-Based Compensation

The Company records expense associated with the fair value of stock-based compensation. For fully vested stock and restricted stock grants the Company calculates the stock based compensation expense based upon estimated fair value on the date of grant. For stock options, the Company uses the Black-Scholes option valuation model to calculate stock based compensation at the date of grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimate.

F-9

l. Concentration of Credit and Other Risks

The Company maintains cash in federally insured bank accounts. At times these amounts exceed insured limits. The Company does not anticipate any losses from these deposits.

The Company had one customer for the year ended December 31, 2014. The Company had no customers whose sales were greater than 10% for the ~~years~~year ended December 31, 2013 ~~and December 31, 2012, respectively~~.

The Company’s December 31, ~~2013~~2014 and ~~2012~~2013 accounts receivable was due entirely from three ~~and two~~ other entities during the years~~, respectively~~. (Also see Note 4 – Related Party Transactions.)

AsDuring the ~~Company had no revenues for the~~ year ended December 31, ~~2013~~2014, ~~there~~the isCompany nohad concentration of credit risk.

m. ~~Income~~Derivative ~~Taxes~~Liability

The Company has embedded conversion options in its convertible notes payable, with conversion rates that prevent calculating the number of shares into which the notes could eventually be converted into. The Company values these conversion features using the Black Scholes option valuation model. The resulting derivative liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations (Also see Note 9 – Derivative Liability and Note 11 – Derivative Liability – Related Party)

n. Fair Value of Financial Instruments

The Company’s financial instruments include accounts receivable, accounts payable and accrued expenses, related party payable, notes payable, related party notes payable and derivative liabilities. The principal balance of accounts receivable, accounts payable and accrued expenses, related party payable, notes payable and related party notes payable approximate fair value because current interest rates and terms available to the Company for similar instruments are substantially the same. Derivative liabilities are recorded at fair value.

The Company uses a framework for measuring fair value with a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

The fair value hierarchy for recurring fair value measurements is as follows:

	Fair Value		Fair Value Measurements at December 31, 2014
	as of		Using Fair Value Hierarchy
	December 31, 2014		Level 1		Level 2		Level 3
Liabilities:
Derivative liability	$	2,250,243	$	-	$	2,250,243	$	-
Derivative liability - related party	$	33,987	$	-	$	33,987	$	-

(Also see Note 9 – Derivative Liability and Note 11 – Derivative Liability – Related Party)

o. Income Taxes

Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

F-10

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

F-9

Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income.

np. Foreign Currency

~~The~~Not ~~financial~~applicable ~~statements~~to of the Company’s reported ~~foreign~~financial ~~subsidiaries are measured using the local currency, the euro, as the functional currency~~statements. All assets and liabilities are translated into U.S. Dollars at year-end rates of exchange and results of operations are translated at average rates for the year. Equity transactions are translated at historical rates at the time of the transactions. Gains and losses resulting from these translations are included in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity.

oq. Recent Accounting Standards

The Company does not expect the adoption of any recently issued accounting pronouncement to have a significant impact on its financial position, results of operations or cash flows.

Note 2 – Acquisitions ~~To Date~~

Newview, S.L.

On January 15, 2010, RPS purchased, through a business combination, 80% of the issued and outstanding stock of Newview S.L. The Company purchased Newview since it held certain proprietary information and other technology relating to the Company’s e-waste recycling and processing business. At the time of the purchase, Igor Plahuta was a Company Director and 100% owner of Newview. The Company has been unable to determine whether Newview was active.

The total maximum consideration that was to be paid to Mr. Plahuta for the Newview Acquisition was €600,000 ($870,000), including cancellation of indebtedness owed by Mr. Plahuta to RPS of €300,000 ($435,000), cash up to €150,000 ($217,000) from the sale of a 47% participation in Sistema Proteccion Recursos, a company organized under the laws of Spain when RPS consummates such sale and receives payment, and cash up to €150,000 ($217,000) from profits of RPS based on a percent of gross sales of RPS during a certain period. Other than the cancellation of indebtedness, none of the consideration for the purchase was paid. RPS had $0 gross sales (revenues) from October 27, 2009 until August 21, 2013 – the time period during which the Company and RPS had common management.

The transaction was accounted for as entities under common control. As the transaction combines two commonly controlled entities that historically have not been presented together, the resulting financial statements were, in effect, considered those of a different reporting entity. This resulted in a change in the reporting entity, which required retrospectively combining the entities for all periods presented as if the combination had been in effect since inception of common control.

On August 21, 2013, the Company and RPS ceased to have common control, thereafter the combined RPS and Newview, S.L. financial statements were no longer combined into the Company’s financial Statements, including the Company’s financial statements contained in this annual filing.

F-11

Garb Global Services, Inc.

On January 24, 2014 the Company signed a letter of intent (the “LOI”) and a collaborative effort agreement (the “CE Agreement”) with Shredderhotline.com Company (“Shredderhotline”) and Dan Scott Burda, Shredderhotline’s President/Owner. The LOI includes a stock purchase equal to 10% of each stock classes’ authorized shares at the time of execution in exchange for $448,683 in total cash and other assets to the Company. The cash portion is $44,868. The shares by stock class issued February 4, 2014 was two restricted shares of the Company’s Class A preferred stock, 441,930 restricted shares of the Company’s Class B preferred stock and 3,796,521,515 restricted shares of the Company’s common stock. In general, the CE Agreement is a long-term collaboration with the intent of the Company receiving over time all of Shredderhotline’s assets including complete customers database, shredder patents and recycle plant designs. In addition, the CE Agreement provides that the two ranking executive officers of both companies’ will collaborate on future sales and operations within a newly formed wholly owned subsidiary of the Company, Garb Global Services, Inc. (“Garb Global”). On November 18, 2014, the Company and Shredderhotline have mutually determined that their business interests have diverged and the Company and Shredderhotline have released one another from their rights and obligations under the LOI and CE Agreement both dated January 24, 2014. Garb Global will continue as an operating subsidiary of the Company and its financial statements are combined into the Company’s ~~financial~~year ended December 31, 2014 financial statements as presented in this annual report.

F-10

Note 3 – Property And Equipment

The major classes of property and equipment as of December 31, ~~2013~~2014 and ~~2012~~2013 are as follows:

							Estimated
							Service Lives
		December 31, 2013		December 31, 2012			in Years
	December 31, 2014			December 31, 2013			in Years
Office equipment & furniture	$	-		$	34,452		3-7
Property	$	1,268,645		$	-		39
Total property and equipment		-1,268,645			~~34,452~~-
Less accumulated depreciation		-(10,843	)		~~(30,566~~-	)
Property and equipment, net	$	-1,257,802		$	~~3,886~~-

(Also see Note 12 – Capital Lease.)

Note 4 – Related Party Transactions

During the years ended December 31, ~~2013~~2014 and ~~2012~~2013, the Company accrued $~~394~~137,500 and $~~660~~394,~~000~~500 in salaries to managers and directors of the Company. During the year ended December 31, 2013 and 2012, related party payable decreased $286,234 (of which $228,869 was written off to bad debt expense and $9,783 was due to the change in the exchange rate, offset by $474,615 due to the deconsolidation of RPS) and increased $9,437 (due to the change in the exchange rate), respectively.

Related Party Company Stock Issuances during the Year Ended December 31, 2014

In January 2014, The Company approved the issuance of 3,796,521,515 shares of Common Stock, 2 shares of Class A Preferred Stock, and 441,930 shares of Class B Preferred Stock to Shredderhotline.com Company for $448,683 in total cash and other assets to the Company. The terms of the sale was $44,868 cash and the remaining $403,815 as other assets to be transferred to the Company, recognized as Subscription Receivable on the Company’s books. The balance of Subscription Receivable as of December 31, 2014 was $403,815. (Also see Note 1a.)

In March 2014, the Company approved the issuance of 266,666,667 shares of Common Stock to Kindness Wave, Inc. for cash of $20,000. Tammy Taylor is a director of Kindness Wave, Inc.

In March 2014, Corporate Business Advisors, Inc. converted 700,000 shares of Class B Preferred Stock to 1,750,000,000 shares of Common Stock using a conversion rate of $2.50.

F-12

Related Party Company Stock Issuances during the Year Ended December 31, 2013

In February 2013, Igor Plahuta converted the 12,000,000,000 shares of Common Stock received during June 2012 to 1,200,000 shares of Class B Preferred Stock using a stated conversion rate of $0.0001.

In February 2013, Alan Fleming converted the 6,000,000,000 shares of Common Stock received during June 2012 to 600,000 shares of Class B Preferred Stock using a stated conversion rate of $0.0001.

In June 2013, the Company approved the issuance of 850,000,000 shares of Common Stock to John Rossi for accrued salary of $810,000.

In June 2013, the Company approved the issuance of 866,000,000 shares of Common Stock to Igor Plahuta for accrued salary of $826,000.

In June 2013, the Company approved the issuance of 572,500,000 shares of Common Stock to Alan Fleming for accrued salary of $552,507.

In December 2013, the Company approved the issuance of 600,000,000 shares of Common Stock to Tammy Taylor for services of $60,000.

In December 2013, the Company approved the issuance of 600,000,000 shares of Common Stock to M Aimee Coleman for services of $60,000.

In December 2013, the Company approved the issuance of 600,000,000 shares of Common Stock to Corporate Business Advisors, Inc. for services of $60,000.

F-11

Related Party Company Stock Issuances during the Year Ended December 31, 2013 (Continued)

In December 2013, the Company approved the issuance of 2 shares of Class B Preferred Stock to Tammy Taylor for services of $134,788.

In December 2013, the Company approved the issuance of 1 share of Class B Preferred Stock to M Aimee Coleman for services of $67,394.

In December 2013, the Company approved the issuance of 12 shares of Class B Preferred Stock to Corporate Business Advisors, Inc. for services of $808,728.

Related ~~Party~~party ~~Company~~payable ~~Stock~~consisted ~~Issuances~~of ~~during~~ the ~~Year~~following ~~Ended~~at December 31, ~~2012~~2014 and 2013:

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

	December 31, 2014		December 31, 2013

Accounts payable to a related parties, due on demand, no interest, unsecured	$	3,947	$	4,285

Total	$	3,947	$	4,285

InNotes ~~January~~payable ~~2012,~~- ~~the~~related ~~Company~~party ~~approved~~consisted ~~the issuance~~ of 1the ~~share~~following ofat ~~Class~~December A31, ~~Preferred~~2014 ~~Stock~~and ~~to Igor Plahuta for services of $67,384.~~2013:

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

	December 31, 2014		December 31, 2013

Notes payable to a related party, due within one year, no interest, unsecured	$	155,645	$	150,000

Total	$	155,645	$	150,000

InAs ~~June~~of ~~2012~~December 31, ~~the~~2014 ~~Company~~and ~~approved~~2013, ~~the~~accounts ~~issuance~~receivable ofrelated 12to cash received by management without supportive cash receipts was $249,~~000,000,000~~051. ~~shares~~As of ~~Common~~December ~~Stock~~31, to2014 ~~John~~and ~~Rossi~~2013, allowances for ~~accrued~~bad ~~salary~~debt ofwas $40249,~~000~~051, resulting in net accounts receivable from related party balances as of December 31, 2014 and 2013 as $0.

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

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

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

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

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

Related party payable consisted of the following at December 31, 2013 and 2012:

	December 31, 2013		December 31, 2012
Accounts payable to a related parties, due on demand, no interest, unsecured	$	4,285	$	59,993
Accounts payable to a related party, due on demand, plus interest at 10% per annum, unsecured		-		230,526
Total	$	4,285	$	290,519

F-12

Notes payable - related party consisted of the following at December 31, 2013 and 2012:

	December 31, 2013		December 31, 2012
Notes payable to a related party, due within one year, no interest, unsecured	$	150,000	$	-
Total	$	150,000	$	-

As of December 31, 2013 and 2012, accounts receivable related to cash received by management without supportive cash receipts was $249,051 and $248,265 respectively. As of December 31, 2013 and 2012, allowances for bad debt was $249,051 and $248,265 respectively, resulting in net accounts receivable from related party balances as of December 31, 2013 and 2012 as $0 and $0 respectively.

Note 5 – Income Taxes

The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, Income Taxes (“Topic 740”), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized. Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. At the adoption date of January 1, 2007, the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of December 31, 2013, the Company had no accrued interest or penalties related to uncertain tax positions.

The Company files income tax returns in the U.S. federal jurisdiction and in the state of Utah. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax liabilities consist of the following components as of December 31, 2013 and 2012.

	December 31, 2013			December 31, 2012
Deferred tax assets:
NOL carryover	$	2,776,000		$	2,710,600
Allowance for doubtful accounts		237,900			96,800
Accrued wages		76,700			776,300
Deferred tax liabilities:
Depreciation		-			-
Foreign amounts owed		-			16,243
Valuation allowance		(3,090,600	)		(3,583,700	)
Net deferred tax liability	$	-		$	16,243

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates to pretax income from continuing operations for the years ended December 31, 2013 and 2012 due to the following:

	December 31, 2013			December 31, 2012
Book income (loss)	$	(744,000	)	$	(2,247,200	)
Allowance for doubtful accounts		141,100			40,000
Accrued wages		25,200			218,400
Non-deductible meals and entertainment		1,100			900
Other non-deductible expenses		382,600			1,625,700
Valuation allowance		194,000			362,200
Income tax provision	$	-		$	-

F-13

~~Foreign~~Note ~~taxes~~5 ~~payable~~– ~~relate~~Income toTaxes liabilities associated with income tax obligations of RPS in Germany for taxable income generated in years prior to 2009. Since the former management left the Company during the quarter ended September 30, 2013 (on August 21, 2013) the Company’s financial statements beginning with the quarter ended September 30, 2013 omits combining the RPS and Newview financial statements which included the foreign taxes payable outstanding balance.

AtThe ~~December~~Company 31accounts for income taxes in accordance with Accounting Standards Codification Topic 740, ~~2013~~Income Taxes (“Topic 740”), which requires the ~~Company~~recognition ~~had~~of ~~net~~deferred ~~operating~~tax ~~loss~~liabilities ~~carry~~and ~~forwards~~assets at currently enacted tax rates for the expected future tax consequences of ~~approximately~~events ~~$7,118,000~~that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that ~~may~~is more likely than not to be ~~offset~~realized. ~~against~~Topic ~~future~~740 provides guidance on ~~taxable~~the accounting for uncertainty in income ~~from~~taxes ~~the~~recognized ~~year~~in ~~2014~~a ~~through~~company’s ~~2033~~financial statements. NoTopic 740 requires a company to determine whether it is more likely than not that a tax ~~benefit~~position ~~has~~will ~~been~~be ~~reported~~sustained inupon examination based upon the ~~December~~technical merits 31of the position. If the more-likely-than-not threshold is met, ~~2013~~a company must measure the tax position to determine the amount to recognize in the financial statements. At the adoption date of January 1, 2007, the Company had no unrecognized tax ~~since~~benefit which would affect the ~~potential~~effective tax ~~benefit~~rate isif ~~offset~~recognized. byThe aCompany ~~valuation~~includes ~~allowance~~interest and penalties arising from the underpayment of income taxes in the ~~same~~statements ~~amount~~of operation in the provision for income taxes. As of December 31, 2014, the Company had no accrued interest or penalties related to uncertain tax positions.

	December 31, 2014			December 31, 2013
Deferred tax assets:
NOL carryover	$	4,043,300		$	2,776,000
Allowance for doubtful accounts		233,600			237,900
Accrued wages		91,800			76,700
Deferred tax liabilities:
Depreciation		1,300			-
Valuation allowance		(4,370,000	)		(3,090,600	)
Net deferred tax liability	$	-		$	-

	December 31, 2014			December 31, 2013
Book income (loss)	$	(1,426,900	)	$	(744,000	)
Allowance for doubtful accounts		-			141,100
Accrued wages		15,200			25,200
Non-deductible meals and entertainment		100			1,100
Other non-deductible expenses		166,400			382,600
Valuation allowance		1,245,200			194,000
Income tax provision	$	-		$	-

At December 31, 2014, the Company had net operating loss carry forwards of approximately $10,367,000 that may be offset against future taxable income from the year 2015 through 2034. No tax benefit has been reported in the December 31, 2014 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Since a change in ownership has occurred during the year ended December 31, 2013, net operating loss carry forwards may be limited as to use in future years.

Note 6 – Commitments To Date

The Company had employment agreements with its former officers. The Company’s prior Chief Executive Officer, John Rossi’s agreement was for seven years through November 30, 2016 and included a base salary of $240,000 per year. The Company’s prior Chief Technical Officer, Igor Plahuta’s agreement was for seven years through November 30, 2016 and included a base salary of $240,000 per year. The Company’s prior Chief Operations Officer, Alan Fleming’s agreement was for five years and expired on April 14, 2015 and included a base salary of $180,000 year. The former officers’ employment agreements terminated during August 2013.

F-14

The Company has employment agreements with its current officers installed during August 2013. The Company’s current Chief Executive Officer, Tammy Taylor’s agreement includes a starting salary of $120,000 per year. The Company’s current Corporate Secretary, M. Aimee Coleman’s agreement is for starting part time at $250 per week, with hours over 10 hours a week at the hourly rate of $25 per hour. Both current officers agreed to allow unpaid salaries to accrue and be paid as operations’ cash flows improve. The terms of employment for the length of employment service of both agreements are open ended, at will for both parties, except for agreement violations’ remedies as specified.

As of December 31, ~~2013~~2014 and ~~2012~~2013 the Company had accrued a total of $~~203~~254,~~447~~971 and $2203,~~004,498~~447 in wages and payroll taxes payable related to officer compensation.

Note 7 – Operating Leases ~~To Date~~

~~Since September 1, 2014, the Company is in a lease to own lease agreement for an office and warehouse’s 16,838 square foot portion of the property’s total 55,785 square foot space~~None. The lease is considered a capital lease. Lease payments are $7,000 per month with $5,000 per month being applied to the $1,385,000 purchase price. The property purchase is to close during second quarter 2015.

Note 8 – Notes Payable

Both secured and unsecured notes payable balance net of discounts for the years ended December 31, ~~2013~~2014 and ~~2012~~2013 were $1,~~396~~454,~~559~~062, net of debt discounts of $248,~~723~~189 and $1,~~892~~396,~~737~~559, net of debt discounts of $232,~~645~~723, respectively.

January 3, 2002 Note

A $10,000 unsecured promissory note was entered into on January 3, 2002, is due August 1, 2006, plus interest of 12% and is in default. During the year ended December 31, 2013, the Company and the note holder entered into a debt settlement agreement on this note and the June 24, 2006 Note that resulted in forgiveness of all the January 3, 2002 Note principal and accrued interest. The balance of the Note as of December 31, ~~2013~~2014 ~~was $0~~ and ~~as of~~ December 31, ~~2012~~2013 was $100,~~000,~~ ~~both~~ net of debt discounts of $0.

F-14

January 1, 2003 Note

A $68,493 unsecured promissory note was entered into on January 1, 2003, is due on demand and plus interest of 12%. The balance of the Note as of December 31, ~~2013~~2014 and December 31, ~~2012~~2013 was $68,493, net of debt discounts of $0.

January 1, 2003 Note

A $165,000 unsecured promissory note was entered into on January 1, 2003, is due on demand and plus interest of 12%. The balance of the Note as of December 31, ~~2013~~2014 and December 31, ~~2012~~2013 was $165,000, net of debt discounts of $0.

January 21, 2003 Note

A $20,000 unsecured promissory note was entered into on January 21, 2003, is due on demand and plus interest of 10%. The balance of the Note as of December 31, ~~2013~~2014 and December 31, ~~2012~~2013 was $20,000, net of debt discounts of $0.

June 24, 2006 Note

A $53,000 promissory note was entered into on June 24, 2006 secured by sales contract and officer guarantee, is due on demand, plus interest of 12% and plus a $5,000 default interest penalty per week. During the year ended December 31, 2013, the Company and the note holder entered into a debt settlement agreement on this note and the January 3, 2002 Note that resulted in forgiveness of the June 24, 2006 Note principal over $35,000 and all accrued interest. During the year ended December 31, 2014, the Company paid $20,000 cash payments toward the June 24, 2006 Note that was settled as a principal only note. The balance of the Note as of December 31, ~~2013~~2014 was $3515,000 and as of December 31, ~~2012~~2013 was $5335,000, both net of debt discounts of $0.

July 5, 2006 Note

A $2,250 unsecured promissory note was entered into on July 5, 2006, was due September 5, 2006, plus interest of 5% per month and is in default. The balance of the Note as of December 31, ~~2013~~2014 and December 31, ~~2012~~2013 was $2,250, net of debt discounts of $0.

F-15

July 5, 2006 Note

A $2,750 unsecured promissory note was entered into on July 5, 2006, was due September 5, 2006, plus interest of 5% per month and is in default. The balance of the Note as of December 31, ~~2013~~2014 and December 31, ~~2012~~2013 was $2,750, net of debt discounts of $0.

October 11, 2007 Note

A $129,327 unsecured promissory note was entered into on October 11, 2007, is due on demand, plus interest of 18% from October 7, 2005 through January 6, 2006 then $500 per week through April 1, 2009, then $5,000 per month. During the year ended December 31, 2012, the Company issued a total of 15,250,000,000 shares of common stock at an average conversion price of $.000001, or $15,250 as repayment to the original debt holder for principal and accrued interest. During the year ended December 31, 2013 the original debt holder assigned $6,000 worth of note’s accrued interest. During the year ended December 31, 2012 the original debt holder assigned $49,000 worth of note’s principle and accrued interest. The balance of the October 11, 2007 Note owed to the original debt holder as of ~~the years ended~~ December 31, ~~2013~~2014 and December 31, ~~2012~~2013 was $327, net of debt discounts of $0.

During the year ended December 31, 2012, the Company issued a total of 6,350,000,000 shares of common stock at an average conversion price of $.000006, or $35,750, as repayment for a portion of the year ended December 31, 2012 Assigned October 11, 2007 Note. The Assigned October 11, 2007 Notes balances total $13,250 as of December 31, ~~2013~~2014 and December 31, ~~2012~~2013, net of debt discounts of $0.

F-15

December 31, 2009 Note

A $6,000 unsecured promissory note was entered into on December 31, 2009, is due on demand and plus interest of 36%. The balance of the Note as of December 31, ~~2013~~2014 and December 31, ~~2012~~2013 was $6,000, net of debt discounts of $0.

December 31, 2009 Note

A $7,500 unsecured promissory note was entered into on December 31, 2009, is due on demand and plus interest of 10%. The balance of the Note as of December 31, ~~2013~~2014 and December 31, ~~2012~~2013 was $7,500, net of debt discounts of $0.

December 31, 2009 Note

A $3,000 unsecured promissory note was entered into on December 31, 2009, is due on demand and plus interest of 36%. The balance of the Note as of December 31, ~~2013~~2014 and December 31, ~~2012~~2013 was $3,000, net of debt discounts of $0.

June 23, 2010 Note

On June 23, 2010 the Company converted $43,217 of accounts payable into an unsecured promissory note. The note bears interest at 6% per annum and is due on demand. The balance of the June 22, 2010 Note as of December 31, ~~2013~~2014 and December 31, ~~2012~~2013 was $43,217, net of debt discounts of $0.

June 29, 2010 Note

On June 29, 2010 the Company issued an unsecured promissory note to a professional services provider for $300,000 related to consulting services rendered. The note bears interest at 18% per annum and has a maturity date of July 1, 2010. The note agreement contains a 10% penalty clause if the Company fails to make payment at the maturity date. On July 2, 2010 the Company was in default of the note and recorded penalties of $30,296 to interest expense. During the year ended December 31, 2011, the professional services provider (“Assignor”) entered into $309,250 worth of certain assignment of debt agreements with several investors (“Assignees”) pursuant to which the Assignor granted, transferred and set over until the Assignees its right, title and interest in the June 29, 2010 Note including, without limitation, all rights, interest terms, benefits and advantages of the Assignor to be derived here from and burdens, obligations and liabilities to be derived thereunder. The balance of the June 29, 2010 Note owed to the professional services provider as of December 31, ~~2013~~2014 and as of December 31, ~~2012~~2013 was $21,046, net of debt discounts of $0.

During the year ended December 31, 2012, the Company issued a total of 324,285,714 shares of common stock at an average conversion price of $.00012, or $39,000, as repayment for several of the year ended December 31, 2011 Assigned June 29, 2010 Note. The Assigned June 29, 2010 Notes balances as of December 31, ~~2013~~2014 and as of December 31, ~~2012~~2013 was $57,000, net of debt discounts of $0.

September 29, 2010 Note

On September 29, 2010 the Company issued an unsecured promissory note to a professional services provider for $150,000 related to consulting services rendered. The note bears interest at 18% per annum and has a maturity date of September 30, 2010. The note agreement contains a 10% penalty clause if the Company fails to make payment at the maturity date. On October 1, 2010 the Company was in default of the note and recorded penalties of $15,074 to interest expense. During the year ended December 31, 2012, the professional services provider (“Assignor”) entered into $165,074 plus accrued interest worth of certain assignment of debt agreements with several investors (“Assignees”) pursuant to which the Assignor granted, transferred and set over until the Assignees its right, title and interest in all of the September 29, 2010 Note including, without limitation, all rights, interest terms, benefits and advantages of the Assignor to be derived here from and burdens, obligations and liabilities to be derived thereunder. The Company did not pay cash or issue shares of common stock during the years ended December 31, 2013 and December 31, 2012 to the professional services provider on the September 29, 2010 Note. The balance of the September 29, 2010 Note as of December 31, 2013 and as of December 31, 2012 was $0, both net of debt discounts of $0.

During the year ended December 31, 2012, the Company issued a total of 1,950,000,000 shares of common stock at an average conversion price of $.000097, or $190,000, as repayment in full of the year ended December 31, 2012 Assigned June 29, 2010 Note. The Assigned September 29, 2010 Notes balances total $0 as of December 31, 2013 and as of December 31, 2012, both net of debt discounts of $0.

F-16

October 15, 2010 Note 1

On October 15, 2010 the Company issued an unsecured promissory note to a professional services provider to settle $23,000 worth of accounts payable. The note bears interest at 15% per annum and had a maturity date of October 15, 2011. The balance of the October 15, 2010 Note 1 as of December 31, 2010 was $23,000. During the year ended December 31, 2011, the professional services provider (“Assignor”) entered into a $23,000 debt agreement with an investor (“Assignee”) pursuant to which the Assignor granted, transferred and set over until the Assignees its right, title and interest in the October 15 Note 1 including, without limitation, all rights, interest terms, benefits and advantages of the Assignor to be derived here from and burdens, obligations and liabilities to be derived thereunder plus $2,000 in additional principal recorded as interest expense. The Company did not pay cash or issue shares of common stock during the years ended December 31, 2013 and December 31, 2012 to the professional services provider on the October 15, 2010 Note 1. The balance of the June October 15, 2010 Note 1 owed to the professional services provider as of December 31, 2013 and as of December 31, 2012 was $0, both net of debt discounts of $0.

The Assigned October 15, 2010 Note 1’s outstanding $25,000 principal and accrued interest was consolidated into the June 16, 2012 Note. The Assigned October 15, 2010 Note 1 assigned balance totals $0 as of December 31, 2013 and as of December 31, 2012, both net of debt discounts of $0.

October 15, 2010 Note 2

On October 15, 2010 the Company issued an unsecured promissory note to a professional services provider to settle $24,000 worth of accounts payable. The note bears interest at 15% per annum and had a maturity date of October 15, 2011. The balance of the October 15, 2010 Note 2 as of December 31, 2010 was $24,000. During the year ended December 31, 2011, the professional services provider (“Assignor”) entered into a $24,000 debt agreement with an investor (“Assignee”) pursuant to which the Assignor granted, transferred and set over until the Assignees its right, title and interest in the October 15 Note 2 including, without limitation, all rights, interest terms, benefits and advantages of the Assignor to be derived here from and burdens, obligations and liabilities to be derived thereunder plus $1,000 in additional principal recorded as interest expense. The Company did not pay cash or issue shares of common stock during the years ended December 31, 2013 and December 31, 2012 to the professional services provider on the October 15, 2010 Note 2. The balance of the October 15, 2010 Note 2 owed to the professional services provider as of December 31, 2013 and as of December 31, 2012 was $0, both net of debt discounts of $0.

The Assigned October 15, 2010 Note 2’s outstanding $25,000 principal and accrued interest was consolidated into the June 16, 2012 Note. The Assigned October 15, 2010 Note 2 assigned balance total as of December 31, 2013 and December 31, 2012 was $0, both net of debt discounts of $0.

December 14, 2010 Note

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

During the year ended December 31, 2012, Evolution (as the “Assignor”) entered into $6,000 worth of certain assignment of debt agreements with an investor (“Assignee”) pursuant to which the Assignor granted, transferred and set over until the Assignees its right, title and interest in the December 14, 2010 Note including, without limitation, all rights, interest terms, benefits and advantages of the Assignor to be derived here from and burdens, obligations and liabilities to be derived thereunder. The Company did not pay cash or issue shares of common stock during the years ended December 31, 2013 and December 31, 2012 to Evolution on the December 14, 2010 Note. The December 14, 2010 Note’s outstanding $3,902 principal plus accrued interest was consolidated into the June 16, 2012 Note. The December 14, 2010 Note balance as of the years ended December 31, 2013 and December 31, 2012 owed to Evolution was $0, net of debt discounts of $0.

F-17

During the year ended December 31, 2012, the Company issued a total of 24,489,795 shares of common stock at an average conversion price of $.0002, or $6,000, as repayment in full of the year ended December 31, 2012 Assigned December 14, 2010 Note. The year ended December 31, 2012 Assigned December 14, 2010 Note balance total $0 as of the years ended December 31, 2013 and December 31, 2012.

December 29, 2010 Note

On December 29, 2010 the Company issued an unsecured promissory note to a professional services provider for $50,000 related to consulting services rendered. The note bears interest at 18% per annum and has a maturity date of December 31, 2010. The note agreement contains a 10% penalty clause if the Company fails to make payment at the maturity date. On December 31, 2010 the Company was in default of the Note and recorded penalties of $5,049 to interest expense. The balance of the December 29, 2010 Note as of December 31, ~~2013~~2014 and December 31, ~~2012~~2013 was $55,049, net of debt discounts of $0.

January 24, 2011 Note

On January 24, 2011 the Company issued an unsecured promissory note to a professional services provider for $615 related to consulting services rendered. The note bears interest at 10% fixed rate per annum, has a maturity date of July 24, 2011 and has a 36% default interest rate should the note go into default. On July 25, 2011 the Company defaulted on the note and the note interest per annum increased to 36%. The note’s outstanding $615 principal plus accrued interest was consolidated into the June 16, 2012 Note. The balance of the January 24, 2011 Note as of the years ended December 31, 2013 and December 31, 2012 was $0, both net of debt discounts of $0.

February 2, 2011 Note

On February 2, 2011 the Company issued an unsecured promissory note to a professional services provider for $500, related to consulting services rendered. The note bears interest at 10% fixed rate per annum, has a maturity date of August 2, 2011 and has a 36% default interest rate should the note go into default. On August 3, 2011 the Company defaulted on the note and the note interest per annum increased to 36%. The note’s outstanding $500 principal plus accrued interest was consolidated into the June 16, 2012 Note. The balance of the February 2, 2011 Note as of the years ended December 31, 2013 and December 31, 2012 was $0, both net of debt discounts of $0.

February 24, 2011 Note

On February 24, 2011 the Company issued an unsecured promissory note to a professional services provider for $40,000, related to consulting services rendered. The note bears interest at 10% fixed rate per annum, has a maturity date of August 24, 2011 and has a 36% default interest rate should the note go into default. On August 25, 2011 the Company defaulted on the note and the note interest per annum increased to 36%. During the year ended December 31, 2012, the Company issued a total of 220,000,000 shares of common stock at an average conversion price of $.00011, or $24,000 as partial repayment of the note. The note’s remaining outstanding $16,000 principal and accrued interest was assigned and consolidated into the June 16, 2012 Note. The balance of the February 24, 2011 Note as of the years ended December 31, 2013 and December 31, 2012 was $0, both net of debt discounts of $0.

March 29, 2011 Note

On March 29, 2011 the Company issued an unsecured promissory note to a professional services provider for $50,000 related to consulting services rendered. The note bears interest at 12% per annum, has a maturity date of March 31, 2011 and has an 18% default interest rate should the note go into default. The note agreement contains a 10% penalty clause if the Company fails to make payment at the maturity date. On April 1, 2011 the Company was in default of the March 29, 2011 Note and recorded penalties of $5,000 to interest expense and the note interest per annum increased to 18%. During the year ended December 31, 2013, the Company issued a total of 500,000,000 shares of common stock at an average conversion price of $0.0001, or $50,000 as full repayment of the March 29, 2011 Note. The balance of the March 29, 2011 Note as of December 31, ~~2013~~2014 ~~was $0~~ and ~~as of~~ December 31, ~~2012~~2013 was $500,~~000,~~ both net of debt discounts of $0.

F-18

March 31, 2011 Note

On March 31, 2011 the Company issued an unsecured promissory note to a professional services provider for $75,000 related to consulting services rendered. The note bears interest at 18% per annum and has a maturity date of September 30, 2011. The note agreement contains a 10% penalty clause if the Company fails to make payment at the maturity date. On October 1, 2011 the Company was in default of the March 31, 2011 Note and recorded penalties of $7,500 to interest expense. During the year ended December 31, 2013, the Company issued a total of 750,000,000 shares of common stock at an average conversion price of $0.0001, or $75,000 as full repayment of the March 31, 2011 Note. The balance of the March 31, 2011 Note as of December 31, ~~2013~~2014 ~~was $0~~ and ~~as of~~ December 31, ~~2012~~2013 was $750,~~000,~~ both net of debt discounts of $0.

April 1, 2011 Note 1

On April 1, 2011 the Company issued an unsecured promissory note to a professional services provider for $1,336 related to consulting services rendered. The note bears interest at 10% fixed rate per annum, has a maturity date of October 1, 2011 and has a 36% default interest rate should the note go into default. On October 2, 2011 the Company defaulted on the note and the note interest per annum increased to 36%. The note’s outstanding $1,336 principal plus accrued interest was consolidated into the June 16, 2012 Note. The balance of the April 1, 2011 Note 1 as of the years ended December 31, 2013 and December 31, 2012 was $0, both net of debt discounts of $0.

April 1, 2011 Note 2

On April 1, 2011 the Company issued an unsecured promissory note to a professional services provider for $50,000, related to consulting services rendered. The note bears interest at 10% fixed rate per annum, has a maturity date of October 1, 2011 and has a 36% default interest rate should the note go into default. On October 2, 2011 the Company defaulted on the note and the note interest per annum increased to 36%. The note’s outstanding $50,000 principal and accrued interest was assigned and consolidated into the June 16, 2012 Note. The balance of the April 1, 2011 Note 2 as of December 31, 2013 and as of December 31, 2012 was $0, both net of debt discounts of $0.

April 20, 2011 Note

On April 20, 2011 the Company issued an unsecured promissory note to a professional services provider for $4,000 related to consulting services rendered. The note bears interest at 20% per annum and has a maturity date of October 20, 2011. The note agreement contains a change in the interest rate to 36% of the Company fails to make payment at the maturity date. On October 21, 2011 the note began accruing interest at the 36% default interest rate. During the year ended December 31, 2013, the Company issued a total of 40,000,000 shares of common stock at an average conversion price of $0.0001, or $4,000 as full repayment of the April 20, 2011 Note. The balance of the April 20, 2011 Note as of ~~the years ended~~ December 31, ~~2013~~2014 and ~~as of~~ December 31, ~~2012~~2013 was $0, both net of debt discounts of $0.

May 12, 2011 Note

On May 12, 2011 the Company issued an unsecured promissory note to a professional services provider for $100,000, related to consulting services rendered. The note bears interest at 10% fixed rate per annum, has a maturity date of November 4, 2011 and has a 36% default interest rate should the note go into default. On November 5, 2011 the Company defaulted on the note and the note interest per annum increased to 36%. The note’s outstanding $100,000 principal plus accrued interest was consolidated into the June 16, 2012 Note. The balance of the May 12, 2011 Note as of the years ended December 31, 2013 and as of December 31, 2012 was $0, both net of debt discounts of $0.

June 24, 2011 Note

On June 24, 2011 the Company issued an unsecured convertible note in the principal amount of $20,000 in exchange for $20,000 in cash consideration. The note bears interest at 9.90% per annum, has a maturity date of June 24, 2012 and has a 20% default interest rate should the note go into default. During the year ended December 31, 2012, the Company issued a total of 449,689,800 shares of common stock at an average conversion price of $.00005, or $22,484 as repayment in full of the note principal $(20,000) and accrued interest $(2,484). The balance of the June 24, 2011 Note as of the years ended December 31, 2013 and as of December 31, 2012 was $0, both net of debt discounts of $0.

F-19

June 30, 2011 Note

On June 30, 2011 the Company issued an unsecured promissory note to a professional services provider for $75,000 related to consulting services rendered. The note bears interest at 18% per annum and has a maturity date of December 31, 2011. The note agreement contains a 10% penalty clause if the Company fails to make payment at the maturity date. On December 30, 2011 the Company recognized being in default of the June 30, 2011 Note and recorded penalties of $7,500 to interest expense. During the year ended December 31, 2013, the Company issued a total of 750,000,000 shares of common stock at an average conversion price of $0.0001, or $75,000 as full repayment of the June 30, 2011 Note. The balance of the June 30, 2011 Note as of ~~the years ended~~ December 31, ~~2013~~2014 and ~~as of~~ December 31, ~~2012~~ 2013 was $0, both net of debt discounts of $0.

July 1, 2011 Note 1

On July 1, 2011 the Company issued an unsecured convertible note to a professional services provider for $10,500 related to consulting services rendered. The note bears interest at 20% per annum and has a maturity date of January 1, 2012. During the year ended December 31, 2011, the professional services provider (“Assignor”) entered into a certain assignment of the July 1, 2011 Note with an investor (“Assignee”) pursuant to which the Assignor granted, transferred and set over until the Assignee its right, title and interest in the July 1, 2011 Note including, without limitation, all rights, interest terms, benefits and advantages of the Assignor to be derived here from and burdens, obligations and liabilities to be derived thereunder. On January 2, 2012 the Company defaulted on the note and the note interest per annum increased to 20%. The note’s outstanding Assigned $10,500 principal plus accrued interest was consolidated into the June 16, 2012 Note. The balance of the Assigned July 1, 2011 Note 1 owed to the Assignee as of the years ended December 31, 2013 and as of December 31, 2012 was $0, both net of debt discounts of $0.

July 1, 2011 Note 2

On July 1, 2011 the Company issued an unsecured convertible note to a professional services provider for $30,000, related to consulting services rendered. The note bears interest at 10% fixed rate per annum, has a maturity date of January 1, 2012 and has a 36% default interest rate should the note go into default. On January 2, 2012 the Company defaulted on the note and the note interest per annum increased to 36%. The note’s outstanding $30,000 principal and accrued interest was assigned and consolidated into the June 16, 2012 Note. The balance of the July 1, 2011 Note 2 as of the years ended December 31, 2013 and as of December 31, 2012 was $0, both net of debt discounts of $0.

July 26, 2011 Note

On July 26, 2011 the Company issued an unsecured convertible note in the principal amount of $12,300 in exchange for $12,300 in cash consideration. The note bears interest at 10% per annum and has a maturity date of January 26, 2012. The note agreement contains a change in the interest rate to 36% of the Company fails to make payment at the maturity date. On January 27, 2012 the Company defaulted on the note and the note interest per annum increased to 36%. During the year ended December 31, 2013, the Company issued a total of 123,000,000 shares of common stock at an average conversion price of $0.0001, or $12,300 as full repayment of the July 26, 2011 Note. The balance of the July 26, 2011 Note as of ~~the years ended~~ December 31, ~~2013~~2014 and ~~as of~~ December 31, ~~2012~~2013 was $0, both net of debt discounts of $0.

August 26, 2011 Note

On August 26, 2011 the Company issued an unsecured convertible note in the principal amount of $30,000 in exchange for $30,000 in cash consideration. The note bears interest at 9.9% per annum, has a maturity date of August 26, 2012 and has a 20% default interest rate should the note go into default. On August 27, 2012 the Company defaulted on the note and the note interest per annum increased to 20%. During the year ended December 31, 2013, the Company issued a total of 689,344,200 shares of common stock at an average conversion price of $0.00005, or $34,467 as full repayment of the August 26, 2011 Note’s principal and accrued interest $(4,467). The balance of the August 26, 2011 Note as of December 31, ~~2013~~2014 ~~was $0~~ and ~~as of~~ December 31, ~~2012~~2013 was $~~(30~~0,~~000),~~ both net of debt discounts of $0.

F-2017

September 19, 2011 Note

On September 19, 2011 the Company issued an unsecured convertible note in the principal amount of $30,000 in exchange for $30,000 in cash consideration. The note bears interest at 9.9% per annum, has a maturity date of September 19, 2012 and has a 20% default interest rate should the note go into default. On September 20, 2012 the Company defaulted on the note and the note interest per annum increased to 20%. During the year ended December 31, 2013, the Company issued a total of 685,438,400 shares of common stock at an average conversion price of $0.00005, or $34,272 as full repayment of the September 19, 2011 Note’s principal ($30,000) and accrued interest ($4,272). The balance of the September 19, 2011 Note as of December 31, ~~2013~~2014 ~~was $0~~ and ~~as of~~ December 31, ~~2012~~ 2013 was $300,~~000,~~ both net of debt discounts of $0.

September 22, 2011 Note

On September 22, 2011 the Company issued an unsecured convertible note in the principal amount of $20,000 in exchange for $20,000 in cash consideration. The note bears interest at 8% per annum, ~~and~~ has a maturity date of September 22, 2012 and has a 24% default interest rate should the note go into default. On September 23, 2012 the Company defaulted on the note and the note interest per annum increased to 24%. The balance of the September 22, 2011 Note as of ~~the years ended~~ December 31, ~~2013~~2014 and as of December 31, ~~2012~~2013 was $20,000, both net of debt discounts of $0.

September 30, 2011 Note

On September 30, 2011 the Company issued an unsecured promissory note to a professional services provider for $75,000 related to consulting services rendered. The note bears interest at 10% per annum and has a maturity date of March 31, 2012. On April 1, 2012 the Company defaulted on the note. During the year ended December 31, 2013, the Company issued a total of 750,000,000 shares of common stock at an average conversion price of $0.0001, or $75,000 as full repayment of the September 30, 2011 Note. The balance of the September 30 Note as of December 31, ~~2013~~2014 ~~was $0~~ and ~~as of~~ December 31, ~~2012~~2013 was $750,~~000,~~ both net of debt discounts of $0.

October 1, 2011 Note

On October 1, 2011 the Company issued an unsecured promissory note to a professional services provider for $40,700 related to consulting services rendered. The note bears interest at 10% per annum and has a maturity date of April 1, 2012. On April 2, 2012 the Company defaulted on the note. The balance of the October 1, 2011 Note as of December 31, ~~2013~~2014 and ~~as of~~ December 31, ~~2012~~2013 was $40,700, ~~both~~ both net of debt discounts of $0.

October 7, 2011 Note

On October 7, 2011 the Company issued an unsecured promissory note in the principal amount of $25,000 in exchange for $25,000 in cash consideration. The note bears interest at 10% fixed interest per annum and has a maturity date of April 7, 2012. The note agreement contains a change in the interest rate to 36% of the Company fails to make payment at the maturity date. On April 8, 2012 the Company defaulted on the note and the note interest per annum increased to 36%. The note’s outstanding $25,000 principal plus accrued interest was consolidated into the June 16, 2012 Note. The balance of the October 7, 2011 Note as of the years ended December 31, 2013 and as of December 31, 2012 was $0, both net of debt discounts of $0.

October 31, 2011 Note

On October 31, 2011 the Company issued an unsecured promissory note in the principal amount of $25,000 in exchange for $25,000 in cash consideration. The note bears interest at 10% per annum and has a maturity date of April 30, 2012. On May 1, 2012 the Company defaulted on the note. During the year ended December 31, 2013, the Company issued a total of 250,000,000 shares of common stock at an average conversion price of $0.0001, or $25,000 as full repayment of the October 31, 2011 Note. The balance of the October 31, 2011 Note as of December 31, ~~2013~~2014 ~~was $0~~ and ~~as of~~ December 31, ~~2012~~2013 was $250,~~000,~~ both net of debt discounts of $0.

November 2, 2011 Note

On November 2, 2011 the Company issued an unsecured convertible note in the principal amount of $33,000 in exchange for $33,000 in cash consideration. The note bears interest at 8% per annum, ~~and~~ has a maturity date of November 2, 2012 and has a 24% default interest rate should the note go into default. On November 3, 2012 the Company defaulted on the note and the note interest per annum increased to 24%. The balance of the November 2, 2011 Note as of ~~the years ended~~ December 31, ~~2013~~2014 and ~~as of~~ December 31, ~~2012~~2013 was $33,000, both net of debt discounts of $0.

F-21

December 13, 2011 Note

On December 13, 2011 the Company issued an unsecured convertible note to a professional services provider for $7,000 related to consulting services rendered. The note bears interest at 12% per annum, has a maturity date of June 13, 2012 and has a 24% default interest rate should the note go into default. On June 14, 2012 the Company defaulted on the note and the note interest per annum increased to 24%. The note’s outstanding $7,000 principal plus accrued interest was consolidated into the June 16, 2012 Note. The balance of the December 13, 2011 Note as of the years ended December 31, 2013 and as of December 31, 2012 was $0, both net of debt discounts of $0.

December 30, 2011 Note 1

On December 30, 2011 the Company issued an unsecured promissory note to a professional services provider for $75,000 related to consulting services rendered. The note bears interest at 10% per annum and has a maturity date of June 30, 2012. On July 1, 2012 the Company defaulted on the note. During the year ended December 31, 2013, the Company issued a total of 750,000,000 shares of common stock at an average conversion price of $0.0001, or $75,000 as full repayment of the December 30, 2011 Note 1. The balance of the December 30, 2011 Note 1 as of December 31, ~~2013~~2014 ~~was $0~~ and ~~as of~~ December 31, ~~2012~~2013 was $750,~~000,~~ both net of debt discounts of $0.

F-18

December 30, 2011 Note 2

On December 30, 2011 the Company issued an unsecured promissory note in the principal amount of $25,000 in exchange for $25,000 in cash consideration. The note bears interest at 10% per annum and has a maturity date of June 30, 2012. On July 1, 2012 the Company defaulted on the note. During the year ended December 31, 2013, the Company issued a total of 250,000,000 shares of common stock at an average conversion price of $0.0001, or $25,000 as full repayment of the December 30, 2011 Note 2. The balance of the December 30, 2011 Note 2 as of December 31, ~~2013~~2014 ~~was $0~~ and ~~as of~~ December 31, ~~2012~~2013 was $250,~~000,~~ both net of debt discounts of $0.

December 30, 2011 Note 3

On December 30, 2011 the Company issued an unsecured promissory note in the principal amount of $22,000 in exchange for $22,000 in cash consideration. The note bears interest at 10% per annum and has a maturity date of June 30, 2012. On July 1, 2012 the Company defaulted on the note. The balance of the December 30, 2011 Note 3 as of December 31, ~~2013~~2014 and ~~as of~~ December 31, ~~2012~~2013 was $22,000, both net of debt discounts of $0.

January 13, 2012 Note

On January 13, 2012 the Company borrowed $25,000 pursuant to an unsecured convertible note. The note bears interest at 12% per annum and has a maturity date of July 13, 2012. The note agreement contains a change in the interest rate to 24% default interest rate should the note go into default. The note’s outstanding $25,000 principal and accrued interest was consolidated into the June 16, 2012 Note. The balance of the January 13, 2012 Note as of the years ended December 31, 2013 and as of December 31, 2012 was $0, both net of debt discounts of $0.

January 24, 2012 Note

On January 24, 2012 the Company borrowed $16,500 pursuant to an unsecured convertible note. The note bears interest at 7% per annum and has a maturity date of September 24, 2013. The note agreement contains a change in the interest rate to 20% default interest rate should the note go into default. On September 25, 2013 the Company defaulted on the note and the note interest per annum increased to 20%. During the year ended December 31, 2013, the Company issued a total of 355,188,400 shares of common stock at an average conversion price of $0.00005, or $17,759 as full repayment of the January 24, 2012 Note’s principal ($16,500) and accrued interest ($1,259). The balance of the January 24, 2012 Note as of December 31, ~~2013~~2014 ~~was $0, net of debt discounts of $0~~ and ~~as of~~ December 31, ~~2012~~2013 was $90,~~266,~~ net of debt discounts of $~~7,234~~0.

F-22

February 15, 2012 Note

On February 15, 2012 the Company borrowed $22,500 pursuant to an unsecured promissory note. The note bears interest at 12% per annum and has a maturity date of August 15, 2012. The note agreement contains a change in the interest rate to 24% default interest rate should the note go into default. The note’s outstanding $22,500 principal and accrued interest was assigned and consolidated into the June 16, 2012 Note. The balance of the February 15, 2012 Note for the years ended December 31, 2013 and December 31, 2012 was $0, both net of debt discounts of $0.

February 20, 2012 Note

On February 20, 2012 the Company issued an unsecured convertible note to a professional services provider for $40,000 related to consulting services rendered. The note bears interest at 12% per annum and has a maturity date of August 20, 2012. The note agreement contains a change in the interest rate to 24% default interest rate should the note go into default. The note’s outstanding $40,000 principal and accrued interest was assigned and consolidated into the June 16, 2012 Note. The balance of the February 20, 2012 Note for the years ended December 31, 2013 and December 31, 2012 was $0, net of debt discounts of $0.

February 28, 2012 Note

On February 28, 2012 the Company borrowed $20,000 pursuant to an unsecured promissory note. The note bears interest at 10% per annum and has a maturity date of August 28, 2012. On August 29, 2012 the Company defaulted on the note. During the year ended December 31, 2013, the Company issued a total of 200,000,000 shares of common stock at an average conversion price of $0.0001, or $20,000 as full repayment of the February 28, 2012 Note. The balance of the February 28, 2012 Note as of December 31, ~~2013~~2014 ~~was $0~~ and as of December 31, ~~2012~~2013 was $200,~~000,~~ both net of debt discounts of $0.

March 7, 2012 Note

On March 7, 2012 the Company borrowed $10,000 pursuant to an unsecured convertible note. The note bears interest at 7% per annum and has a maturity date of January 24, 2013. The note agreement contains a change in the interest rate to 20% default interest rate should the note go into default. On January 25, 2013 the Company defaulted on the note and the note interest per annum increased to 20%. The balance of the March 7, 2012 Note ~~for~~as ~~the~~of ~~years ended~~ December 31, ~~2013~~2014 ~~was $10,000, net of debt discounts of $0~~ and December 31, ~~2012~~2013 was $910,~~257~~000, net of debt discounts of $~~743~~0.

May 16, 2012 Note

On May 16, 2012 the Company borrowed $20,000 pursuant to an unsecured convertible note. The note bears interest at 15% per annum, ~~and~~ has a maturity date of February 16, 2013, and unpaid accrued interest is added to the note’s principal balance at the end of each quarter. The note agreement contains a change in the interest rate to $500 per day default interest rate (or the highest rate allowed by law) should the note go into default. On February 17, 2013 the Company defaulted on the note and the note interest increased to $500 per day. The balance of the May 16, 2012 Note ~~for~~as ~~the years~~of ~~ended~~ December 31, ~~2013~~2014 was $2028,~~000,~~901 ~~net~~including ofadded ~~debt~~accrued ~~discounts~~ interest of $08,901 and as of December 31, ~~2012~~2013 was $1720,~~729~~000, both net of debt discounts of $~~2,271~~0.

May 23, 2012 Note

On May 23, 2012 the Company borrowed $15,000 pursuant to an unsecured convertible note. The note bears interest at 15% per annum, ~~and~~ has a maturity date of May 23, 2013, and unpaid accrued interest is added to the note’s principal balance at the end of each quarter. The note agreement contains a change in the interest rate to $500 per day default interest rate (or the highest rate allowed by law) should the note go into default. On May 24, 2013 the Company defaulted on the note and the note interest increased to $500 per day. The balance of the May 23, 2012 Note ~~for~~as ~~the~~of ~~years ended~~ December 31, ~~2013~~2014 was $1521,~~000,~~676 ~~net~~including ofadded ~~debt~~accrued ~~discounts~~ interest of $06,676 and as of December 31, ~~2012~~2013 was $915,~~123~~000, both net of debt discounts of $~~5,877~~0.

F-19

June 16, 2012 Note

On June 16, 2012 the Company issued a $700,000 unsecured convertible note in exchange for consolidating and paying in full the unsecured notes’ outstanding principal and accrued interest that are identified below. The principal total of the notes consolidated into the June 16, 2012 Note was $544,787 with the Company recognizing the additional $155,213 principal as consulting services expense. The note bears interest at 6% per annum and has a maturity date of June 16, 2014. The note agreement contains a change in the interest rate to 2024% default interest rate should the note go into default. ~~The~~On ~~balance~~June 17, 2014 the Company defaulted on the note and the note interest per annum increased to 24%. During the year ended December 31, 2014, the Company issued a total of 1,428,571 429 shares of common stock at an average conversion price of $0.0007, or $100,000 as partial repayment of the June 16, 2012 Note. ~~for~~The balance of the ~~years~~June ~~ended~~16, 2012 Note as of December 31, ~~2013~~2014 was $600,000 and as of December 31, ~~2012~~2013 was $700,000, both net of debt discounts of $0.

F-23

Notes consolidated into the June 16, 2012 Note

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

July 2, 2012 Note

On July 2, 2012 the Company borrowed $15,000 pursuant to an unsecured convertible note. The note bears interest at 15% per annum, ~~and~~ has a maturity date of July 2, 2013, and unpaid accrued interest is added to the note’s principal balance at the end of each quarter. The note agreement contains a change in the interest rate to $500 per day default interest rate (or the highest rate allowed by law) should the note go into default. The balance of the July 2, 2012 Note ~~for~~as ~~the~~of ~~years ended~~ December 31, ~~2013~~2014 was $1520,~~000,~~892 including ~~net~~added ofaccrued ~~debt~~interest ~~discounts~~ of $05,892 and December 31, ~~2012~~2013 was $715,~~479~~000, both net of debt discounts of $~~7,521~~0.

March 12, 2013 Note

On March 12, 2013 the Company borrowed $14,000 pursuant to an unsecured convertible note. The note bears interest at 10% per annum, ~~and~~ has a maturity date of March 12, 2014, and accrues liquidating damages of $250 per day added to the principal balance of the note that may be settled to some lower amount at the time of payment in full. The note agreement contains a change in the interest rate to 20% default interest rate should the note go into default. On March 13, 2014 the Company defaulted on the note and the note interest per annum increased to 20%. The balance of the March 12, 2013 Note as of December 31, 2014 was $87,250 including $73,250 of accrued liquidating damages, net of debt discounts of $0 and as of December 31, 2013 was $11,277, net of debt discounts of $2,723.

April 17, 2013 Note

On April 17, 2013 the Company borrowed $3,000 pursuant to an unsecured promissory note. The note bears interest at 10% per annum and has a maturity date of June 15, 2013. On June 16, 2013 the Company defaulted on the note. The balance of the April 17, 2013 Note as of December 31, 2014 and December 31, 2013 was $3,000, net of debt discounts of $0.

F-20

April 27, 2013 Note

On April 27, 2013 the Company borrowed $700 pursuant to an unsecured promissory note. The note bears interest at 10% per annum and has a maturity date of August 25, 2013. On August 26, 2013 the Company defaulted on the note. The balance of the April 27, 2013 Note as of December 31, 2014 and December 31, 2013 was $700, net of debt discounts of $0.

~~Note~~May 919, -2014 ~~Notes Payable - Related Party~~Note

~~Unsecured~~On ~~related~~May ~~party~~19, ~~notes~~2014 ~~payable~~the ~~balance~~Company entered into a $60,000 unsecured convertible note for $50,000 cash to be borrowed during the ~~years~~year ended December 31, ~~2013~~2014 ~~and~~plus ~~2012~~a ~~were~~total of $~~150~~10,000, ~~net~~in loan fees the Company recorded as an administrative expense as cash was borrowed. The note bears interest at 8% per annum and has a maturity date of ~~debt~~September ~~discounts~~10, 2015. The note agreement contains a change in the interest rate to 20% default interest rate should the note go into default and required 300,000,000 shares of Company’s common stock to be reserved, but was cancelled on October 8, 2014. During the year ended December 31, 2014 the Company borrowed $050,000 cash and incurred $10,000 in loan fees.

~~F-24~~The balance of the May 19, 2014 Note as of December 31, 2014 was $22,339, net of debt discounts of $37,661.

June 3, 2014 Note

On June 3, 2014 the Company entered into a $6,250 unsecured convertible note for a $5,000 cash loan plus $1,250 in documentation fees the Company recorded as an administrative expense. The note bears interest at 0% per annum and has a maturity date of June 3, 2015. The note agreement contains a change in the interest rate to 10% default interest rate should the note go into default, interest accruing from the June 3, 2014 Note date. The balance of the June 3, 2014 Note as of December 31, 2014 was $3,613, net of debt discounts of $2,637.

August 13, 2014 Note

On August 13, 2014 the Company borrowed $33,000 pursuant to a discounted unsecured convertible note amount of $46,500 when the note matures. The $13,500 discount will be an administrative expense once the note matures. The note bears interest at 0% per annum, has a maturity date of February 13, 2015 and has a 12% default interest rate should the note go into default. The note agreement required 3,000,000,000 shares of Company’s common stock to be reserved, but was cancelled on September 23, 2014. The balance of the August 13, 2014 Note as of December 31, 2014 was $25,109, net of debt discounts of $7,891.

September 10, 2014 Note

On September 10, 2014 the Company entered into a $29,000 unsecured convertible note for $25,000 cash borrowed during the six months ended June 30, 2012 plus $4,000 in loan fees the Company recorded as an administrative expense. The note bears interest at 8% per annum and has a maturity date of September 10, 2015. The note agreement contains a change in the interest rate to 20% default interest rate should the note go into default. The balance of the September 10, 2014 Note as of December 31, 2014 was $29,000, net of debt discounts of $0.

Note 9 – Derivative Liability

The Company’s derivative liability consists of the embedded conversion feature of its convertible notes payable. As the notes payable have conversion rates that prevent calculating the number of shares into which they can convert, the conversion feature has been separated from the underlying notes and valued as a derivative liability.

Prior to 2014, it was believed that previous management could cause the counterparties to overlook this conversion feature, and settle for the value of the notes themselves. So they estimated the fair value of the derivative liability was zero. In 2014, new management reassessed the nature of the notes payable and determined that a possibility exists that the conversion feature could be utilized by holders of the notes. As a result, the Company estimated the fair value of the derivative liability at December 31, 2014 at $2,250,243.

Following is a table showing activity in the derivative liability account.

Balance January 1, 2013	$	-
Additions		-
Deletions		-
Change in derivative liability		-
Balance December 31, 2013		-
Additions		-
Deletions		-
Change in derivative liability		2,250,243
Balance December 31, 2014	$	2,250,243

The derivative liability was valued using the Black Scholes option valuation model with the following inputs.

Expected life in years	1
Stock price volatility	140.0	%
Discount rate	0.25	%
Expected dividends	None

Note 10 – Notes Payable - Related Party

Unsecured related party notes payable balance net of discounts for the years ended December 31, 2014 and 2013 were $155,645, net of debt discounts of $19,355 and $150,000, net of debt discounts of $0, respectively.

September 26, 2013 Note

On September 26, 2013 the Company issued an unsecured promissory note to Corporate Business Advisors, Inc. for $150,000 as part of a non-cash select assets and liabilities purchase agreement. The note bears no interest and has a maturity date of August 31, 2014. On September 1, 2014 the Company defaulted on the note. The balance of the September 26,, 2013 Note as of December 31, 2014 and December 31, 2013 was $150,000, net of debt discounts of $0.

~~Note~~December 1017, ~~– Capital~~2014 ~~Stock~~Note

On December 17, 2014 the Company entered into a $25,000 unsecured convertible note with Corporate Business Advisors, Inc. for $24,500 in total cash loans to date plus $500 in documentation fees the Company recorded as an administrative expense. The note bears interest at 18% per annum and has a maturity date of February 17, 2015. The balance of the December 17, 2014 Note as of December 31, 2014 was $5,645, net of debt discounts of $19,355.

Note 11 – Derivative Liability – Related Party

The Company’s derivative liability – related party consists of the embedded conversion feature of its convertible notes payable to a related party. As the notes payable to a related party have conversion rates that prevent calculating the number of shares into which they can convert, the conversion feature has been separated from the underlying notes and valued as a derivative liability – related party. During the year ended 2014, the Company entered into one convertible note payable to a related party. The estimated fair value of derivative liability – related party at December 31, 2014 was $33,987.

Following is a table showing activity in the derivative liability – related party account.

Balance January 1, 2013	$	-
Additions		-
Deletions		-
Change in derivative liability – related party		-
Balance December 31, 2013		-
Additions		-
Deletions		-
Change in derivative liability – related party		33,987
Balance December 31, 2014	$	33,987

The derivative liability – related party was valued using the Black Scholes option valuation model with the following inputs.

Expected life in years	1
Stock price volatility	140.0	%
Discount rate	0.25	%
Expected dividends	None

F-21

Note 12 – Capital Lease

On September 1, 2014, the Company entered into a lease to own lease agreement for an office and warehouse’s 16,838 square foot portion of the property’s total 55,785 square foot space. The lease is considered a capital lease, therefore the building asset and an offsetting note payable has been recorded on the Company’s books. Lease payments are $7,000 per month with $5,000 per month being applied to the $1,385,000 purchase price. The balance of the capital lease as of December 31, 2014 was $1,292,571.

Note 13 – Capital Stock

Authorized capital stock consists of:

	●	50,000,000,000 common shares with no par value; and

	●	1,000,000 preferred Class A shares with a par value of $0.0001 per share; and

	●	10,000,000 preferred Class B shares with a par value of $2.50 per share; and

Changes in par values have been retroactively reported back to the year ended December 31, 2010 (including this annual filing) based on Audits performed through the year ended December 31, ~~2013~~2014.

A summary of the pertinent rights and privileges of the classes of preferred stock are as follows:

Class A Preferred Stock

Conversion Rights - Each outstanding share of Class A Preferred Stock shall be convertible, at the option of the holder into shares of Common Stock equal to (i) four times the total number of shares of Common Stock which are issued and outstanding at the time of such conversion plus (ii) the total number of shares of Class B Preferred Stock which are issued and outstanding at the time of such conversion minus (iii) the number of other shares of Class A Preferred Stock issued and outstanding immediately prior to the time of such conversions.

Voting Rights - The total aggregate issued shares of Class A Preferred Stock shall have aggregate right to a number of votes equal to (i) four times the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus (ii) the total number of shares of Class B Stock which are issued and outstanding at the time of voting minus (iii) the number of shares of Class A Preferred Stock issued and outstanding at the time of voting.

Class B Preferred Stock

On May 20, 2013 and on June 12, 2014 the Company filed amendments with the Utah Secretary of State amending Article IV of the Corporation Articles of Incorporation such that the Authorized capital stock of the Company is as stated below for Class B Preferred Stock. The change in Class B Preferred Stock’s par value to $2.50 has been retroactively reported back to the year ended December 31, 2010 (this filing) based on Audits performed through the year ended December 31, ~~2013~~2014.

Dividends - Class B shareholders shall be entitled to receive dividends, when, as and if declared by the Board of Directors.

Conversion Rights - Each share of Class B Preferred Stock shall be convertible into the number of shares of Common Stock equal to the Class B Preferred Stock, $2.50 par value, to the proportional calculation of converting to common stock based on the total par value of the Class B Preferred Stock being converted, divided by the average closing price per share of the Company’s common stock over the preceding 10 trading days.

Voting Rights - Each share of Class B Preferred Stock shall have ten votes.

F-2522

Common Stock

Common Shares Issued for Services

During the year ended December 31, 2014, the Company issued a total of 960,000,000 shares of common stock at an average per share purchase price of $0.00011, or $106,000. The Company issued these shares as payment for various outside services received including investor relations, consulting and marketing related services and recorded the value in general and administrative expenses during the year ended December 31, 2014.

During the year ended December 31, 2013, the Company issued a total of 1,850,000,000 shares of common stock at an average per share purchase price of $0.0001, or $185,000. The Company issued these shares as payment for various outside services received including legal, investor relations, consulting and marketing related services and recorded the value in general and administrative expenses during the year ended December 31, 2013.

~~During~~Common ~~the~~Shares ~~year~~Issued ~~ended December 31, 2012, the Company issued a total of 1,037,000,000 shares of common stock at an average per share purchase price of $0.00025, or $259,750. The Company issued these shares as payment~~ for various outside services received including legal, investor relations, consulting and marketing related services and recorded the value in general and administrative expenses during the year ended December 31, 2012.Cash

~~Common~~During ~~Shares~~the ~~Issued~~year ended December 31, 2014, the Company issued a total of 4,063,188,182 shares of common stock for ~~Employees~~cash ~~Compensation~~at an average price of $0.00003 or $133,896 in the aggregate and was valued at the purchase price according to the respective stock purchase agreement.

During the year ended December 31, 2013, the Company did not issue common stock as payment for ~~employee compensation~~cash.

During the year ended December 31, 2012, the Company issued a total of 13,445,378,151 shares of common stock to employees as bonuses at an average price of $0.0001 or $1,344,536 in the aggregate and was valued at the market price on the respective dates of issuance.

Common Shares Issued for Debt and Accrued Interest

During the year ended December 31, ~~2013~~2014, the Company issued a total of 64,~~092~~596,~~971~~071,~~000~~428 shares of common stock at an average price of $0.~~00005~~0001 or $~~522~~459,~~798~~606 in the aggregate, as discussed in Note 8 – Notes Payable.

During the year ended December 31, ~~2012~~2013, the Company issued a total of 246,~~568~~092,~~465~~971,~~309~~000 shares of common stock at an average price of $0.~~0001~~00005 or $2522,~~560,627~~798 in the aggregate, as discussed in Note 8 – Notes Payable.

Common Shares Issued for Accrued Salary

During the year ended December 31, 2014, the Company did not issue common stock as payment for accrued salary.

During the year ended December 31, 2013, the Company issued a total of 2,288,500,000 shares of common stock at an average price of $0.001 or $2,188,507 in the aggregate and was valued at the market price on the respective date of issuance.

During the year ended December 31, 2012, the Company issued a total of 30,000,000,000 shares of common stock at an average price of $0.000003 or $100,000 in the aggregate and was valued at the market price on the respective date of issuance.

Common Shares Issued for Settlement of Liabilities

During the year ended December 31, 2014, the Company did not issue common stock as payment of outstanding liabilities.

During the year ended December 31, 2013, the Company issued a total of 250,000,000 shares of common stock at a price of $0.0001 or $25,000 in the aggregate, for payment of outstanding liabilities.

~~During~~Common ~~the~~Stock ~~year~~converted ~~ended~~to ~~December~~Class ~~31,~~B ~~2012,~~Preferred ~~the Company did not issue common stock as payment of outstanding liabilities.~~Stock

~~Common~~During the year ended December 31, 2014, 1,836,896,307 shares of Common Stock ~~Converted~~were converted to 183,690 shares of Class B Preferred Stock at the conversion rate of $0.00025.

During the year ended December 31, 2013, 18,000,000,000 shares of Common Stock were converted to 1,800,000 shares of Class B Preferred Stock at the conversion rate of $0.0001.

During the year ended December 31, 2012, 25,445,378,151 shares of Common Stock were converted to 2,500,000 shares of Class B Preferred Stock at the conversion rate of $10.18.

F-26

Class A Preferred Stock

Class A Preferred Shares Issued for Services

During the year ended December 31, 2014, the Company did not issue Class A Preferred stock as consideration for services rendered to the Company.

During the years ended December 31, 2013, the Company issued 15 shares of the Company’s Class A Preferred stock at a price of $67,394 for $1,010,910 as consideration for services rendered to the Company.

During the years ended December 31, 2012, the Company issued 5 shares of the Company’s Class A Preferred stock at a price of $67,394 for $336,970 as consideration for services rendered to the Company.F-23

Class A Preferred Shares Issued for Cash

During the year ended December 31, 2014, the Company issued a total of 2 shares of Class A Preferred stock for cash at an average price of $1,670 or $3,340 in the aggregate and was valued at the purchase price according to the respective stock purchase agreement.

During the year ended December 31, 2013, the Company did not issue Class A Preferred stock as payment for cash.

Class B Preferred Stock

Class B Preferred Shares Issued for ~~Services~~ Cash

During the year ended December 31, ~~2013~~2014, the Company ~~did~~issued ~~not~~a ~~issue~~total of 441,930 shares of Class B Preferred stock for ~~services~~cash at an average price of $0.75 or $331,448 in the aggregate and was valued at the purchase price according to the respective stock purchase agreement.

During the year ended December 31, ~~2012~~2013, the Company ~~issued~~did anot ~~total~~issue ~~of 1,009, shares of~~ Class B Preferred stock ~~at an average per share purchase price of $2.50, or $2,523. The Company issued these shares~~ as payment for ~~various outside services received including consulting and marketing related services and recorded the value in administrative expenses during the year ended December 31, 2012~~cash.

~~Note~~Class 11B –Preferred Stock ~~Options/Stock-Based~~converted ~~Compensation~~to ~~and~~Common ~~Warrants~~Stock

During the year ended December 31, 2014, 700,000 shares of Class B Preferred Stock were converted to 1,750,000,000 shares of Common Stock at the conversion rate of $2.50.

Note 14 – Stock Options/Stock-Based Compensation and Warrants

On February 27, 2010 the Company entered in to an agreement with Premier Media Services(PMS) in which the Company agreed to pay a monthly fee for three months of $7,500 per month, issue 500,000 shares of Common stock and 500,000 stock options to purchase shares of the Company’s common stock. 100,000 options have an exercise price of $ 0.15, 100,000 options have an exercise price of $0.25, 100,000 options have an exercise price of $0.35, 100,000 options have an exercise price of $0.50 and 100,000 options have an exercise price of $1.00. These shares vest immediately and are exercisable for 5 years.

As part of the 2009 RPS purchase agreement, the Company granted common stock options to acquire 100,000,000 shares of common stock. The company recorded the granting of the 100,000,000 stock options as a $3,150,000 liability on the balance sheet as of December 31, 2009 labeled common stock options payable, because the options did not become effective or exercisable until the authorized capital of the Company is increased to not less than 220,000,000 shares of common stock. The Company’s authorized capital was increased during 2010 and the liability was removed with a corresponding increase to additional paid in capital.

In applying the Black-Scholes methodology to the option grants, the fair value of our stock-based awards granted were estimated using an expected annual dividend yield of 0% , a risk-free interest rate of 2.51%, an expected option life of 5.0 years and an expected price volatility of 117%.

The average risk-free interest rate is determined using the U.S. Treasury rate in effect as of the date of grant, based on the expected term of the stock option. The expected price volatility was determined using a weighted average of daily historical volatility of our stock price over the corresponding expected option life and implied volatility based on recent trends of the daily historical volatility. Compensation expense is recognized immediately for options that are fully vested on the date of grant. During the year ended December 31, 2010 500,000 stock-based compensation grants were made for a total fair value of $14,500. There were no options outstanding as of December 31, 2008 and 2009 and no option activity occurred after the year ended December 31, 2010 through the date this report is submitted.

~~Changes in stock options for the years ended December 31, 2013 consisted of the following:~~F-24

	Number of shares		Weighted Average Exercise Price		Remaining Contractual Term (in years)		Intrinsic Value
Beginning balance January 1, 2013		100,500,000	$	0.01		1.84
Granted		-	$	-		-
Exercised		-	$	-		-
Forfeited/expired		-	$	-		-
Outstanding at December 31, 2013		100,500,000	$	0.01		0.84
Exercisable		100,500,000	$	0.01		0.84	$	-
Weighted average fair value of options granted during year ended December 31, 2013			$	-

Changes in stock options for the years ended December 31, 2014 consisted of the following:

F-27

	Number of shares		Weighted Average Exercise Price		Remaining Contractual Term (in years)		Intrinsic Value
Beginning balance January 1, 2014		100,500,000	$	0.01		0.84
Granted		-		-		-
Exercised		-		-		-
Forfeited/expired		100,000,000		0.45		-
Outstanding at December 31, 2014		500,000	$	0.45		0.04
Exercisable		500,000	$	0.45		0.04	$	-

Weighted average fair value of options granted during year ended December 31, 2014			$	-

The ~~following~~ following table summarizes information about stock options outstanding at December 31, ~~2013~~2014:

	Options Outstanding					Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Contractual Life (in years)	~~Weighted Average Remaining Contractual Life (in years)~~	Weighted Average Exercise Price	~~Weighted Average Exercise Price~~	Number Exercisable	Weighted Average Exercise Price	~~Weighted Average Exercise Price~~
$0.01-$1.00	100,500,000		0.84	$	0.01	100,500,000	$	0.01
$0.15 - $1.00	500,000		0.04	$	0.45	500,000	$	0.45

Note 1215 – Subsequent ~~Events~~Event

Current management has evaluated subsequent events as of the date of the consolidated financial statements. ~~Several material subsequent events have occurred.~~ Below ~~are~~is the subsequent ~~events~~ event that ~~have~~has occurred since the year ended December 31, ~~2013~~2014 through the date of this annual filing.

Subsequent New Debt

May 19, 2014 Note

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

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

August 13, 2014 Note

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

September 10, 2014 Note

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

January 30, 2015 Note

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

F-2825

Subsequent New Debt - Related Party

December 17, 2014 Note

Subsequent Sales of Unregistered Securities

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

F-29

Subsequent Other Material Agreements

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

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

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

F-30

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Effective August 2, 2011, the client-auditor relationship between the Company and Sherb & Co., LLC (the “Former Auditor”) was terminated upon the dismissal of the Former Auditor as the Company’s independent registered accounting firm. The former management’s decision to remove the Former Auditor was recommended and was approved by the Company’s former Board of Directors, effective July 31, 2011. During the two years ended December 31, 2010, the Former Auditor did not submit a principal accountant’s report on the financial statements of the Company.

During the interim periods through the date the relationship with the Former Auditor concluded, there were no disagreements between the Former Auditor and the Company on a matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Auditor would have caused the Former Auditor to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements. There have been no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K during any subsequent interim periods through the date the relationship with the Former Auditor ceased.

The Company engaged HJ & Associates, LLC (the “New Auditor”) to be the principal independent public accountant to audit the Company’s financial statements for the year ended December 31, 2010. The decision to change accountants was recommended and approved by the Company’s former Board of Directors, effective July 31, 2011. In addition, the New Auditor was our accountant prior to our engaging the Former Auditor. The New Auditor opined on our financial statements for the years ended December 31, 2009 and 2008, on our Form 10-K for the fiscal year ended December 31, 2009. As stated in the New Auditor’s opinion included in the Company’s Form 10-K filed with the Commission on April 23, 2010, the consolidated financial statements of the Company were prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to such financial statements, the Company’s continual net losses and large accumulated deficit, among other issues, raised substantial doubt about its ability to continue as a going concern. Further, the Former Auditor was not consulted by the Company regarding the above referenced matters.

The Company provided the Former Auditor with the foregoing disclosure prior to its filing with the SEC in August 2011 and requested that the Former Auditor furnish us with a letter addressed to the SEC stating whether or not it agreed with the above statements and, if not, stating the respects in which it does not agree. The Former Auditor’s letter to the SEC was filed as Exhibits 16.1 to the Company’s current report on Form 8-K, as amended, filed with the SEC on September 6, 2011.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of our current management, including our Chief Executive Officer and Corporate Secretary as our Principal Accounting Officer (the “Certifying Officers”), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of December 31, ~~2013~~2014. Based upon that evaluation, the Certifying Officers concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective. We identified material weaknesses as discussed below in the report of management on internal control over financial reporting.

Report of Management on Internal Control over Financial Reporting.

Our current management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act. Our current internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Certifying Officers evaluated the effectiveness of the Company’s internal control over financial reporting and concluded that, as of the end of the period covered by this report, the Company’s internal control over financial reporting was not effective. Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and has concluded that as of the end of the period covered by this report, our internal control over financial reporting was not effective.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement to the Company’s annual or interim financial statements will not be prevented or detected. In connection with our evaluation of the effectiveness of our internal control over financial reporting, management identified the following material weaknesses:

●· We lacked the controls necessary to ensure timely filings of our SEC filings, ● We lacked the controls necessary to ensure recorded amounts were accurately stated (resulting in multiple audit adjustments), ● We lacked sufficient segregation of duties, and ● We lacked the necessary controls to ensure money taken out of the Company was for business expenditures only.

We believe that our consolidated financial statements contained in this Annual Report on Form 10-K fairly present our financial position, results of operations and cash flows for the fiscal year ended December 31, ~~2013~~2014 in all material respects.

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

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s Report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only Management’s Report in this Annual Report.

Changes in Internal Control Over Financial Reporting.

There have been no changes in our internal control over financial reporting during the ~~quarter~~year ended December 31, ~~2013~~2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

~~None~~In order for the Company to have effective and strong internal controls over financial reporting, we believe the Company needs to be able to financially support bringing in-house the accounting and financial reporting functions. Management will be bringing in-house the accounting and financial reporting functions once we have consistent revenues to justify adding additional employees. This will include the Company obtaining a full time Chief Financial Officer.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following sets forth information about our current directors and officers of the Company.

Name	Age	Position
Tammy Taylor	47	CEO, President, Director, (Principal Financial Officer)
M. Aimee Coleman	42	Corporate Secretary (Principal Accounting Officer)

The term of office of each director is one year or until his or her successor is elected at the Company’s annual meeting and qualified. The term of office for each officer of the Company is at the pleasure of the Board.

Tammy Taylor has been our President and Chief Executive Officer since August 21, 2013. With over 25 years combined experience in the business, sales, real estate and human services industries and as a business owner for over 10 years, Ms. Taylor has gained a wealth of experience in all aspects of running a successful company. Ms. Taylor has the ability to be strategic, detailed and thorough when presented with any type of business challenge. Mr. Taylor has the ability to analyze an issue and then develop and implement successful solutions in the development of new businesses and markets. With her combined experience in a number of business industries, Ms. Taylor serves with passion and is driven to make any professional experience a success. Ms. Taylor has been a licensed real estate agent in Florida since 2005 and the President of Tammy Taylor, PA, a company she founded in 2008 that has been engaged in locating buyers and sellers of commercial and residential properties. Ms. Taylor founded Hope4UsNow, Inc. in 2012 and The Kindness Wave, Inc. in 2011 which operate online inspirational communities. Ms. Taylor served as a board member of the Pinellas Realtor Organization and the Florida Realtors Association from 2008 to 2010. She is also the former Chairman of the International Council for the Pinellas Realtor Organization in 2010 and has served on the Grievance, Government Relations and Political Action Committees 2008 to 2010. Ms. Taylor earned sales and service awards six consecutive years as a realtor since 2005, including top new real estate agent in Pinellas County, Florida. She has also been a spokesperson for the American Cancer Society. Ms. Taylor earned a B.A. in Business/Organizational Development from Rosemont College in 1988.

We believe that Ms. Taylor’s significant business, sales and management experience qualifies her to serve as a member of our board.

M. Aimee Coleman has been our Corporate Secretary and Principal Accounting Officer since August 28, 2013. Ms. Coleman has over 25 years of accounting and office management experience. Her experience includes major accounting and business software applications, attention to back office operations that have provided major contributions to companies operations. She has proved to be instrumental in the accurate and timely efforts required to move companies forward as quickly as possible including her current position as bookkeeper at Brookridge Community Property Owners, Inc. where she has been employed since November 2008. In 1994, Ms. Coleman received an Associate in Arts and Sciences degree in Chemistry from Community College of the Finger Lakes.

Family Relationships

There are no family relationships among any of our officers and directors.

Conflicts of Interest

There are no conflicts of interest that are inherent in the relationships between our officers and directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past 10 years that resulted in a judgment, decree, or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence—Transactions with Related Persons,” none of our directors, director nominees, or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates, or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.

1413

Corporate Governance

Our board has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by our board. Because we do not have any independent directors, our board believes that the establishment of committees of our board would not provide any benefits to our Company and could be considered more form than substance.

We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor have our officers and directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies as we have not received a recommendation from any stockholder for any candidate to serve on our board of directors.

Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our board will participate in the consideration of director nominees.

As with most small, early stage companies until such time as our Company further develops our business, achieves a stronger revenue base and has sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our board to include one or more independent directors, we intend to establish an audit committee of our board of directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our board.

Code of Ethics

The Company has adopted a written code of ethics applicable to its principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, which complies with the requirement to adopt such a code of ethics and is available on the Company’s website at www.garbreorg.com. We intend to post any amendments to the code, or any waivers of its requirements related to certain matters, on our website.

Board Oversight in Risk Management

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including liquidity risk, operational risk, strategic risk and reputation risk. Our Chief Executive Officer also serves as our sole director and therefore, we do not have a lead director. In the context of risk oversight, at the present stage of our operations, we believe that our selection of one person to serve in both positions provides the board with additional perspective which combines the operational experience of a member of management with the oversight focus of a member of the board. The business and operations of our company are managed by our board as a whole, including oversight of various risks that our company faces.

Section 16 Compliance

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% percent of a registered class of the Company’s equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended December 31, ~~2013~~2014 all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with.

1514

Item 11. Executive Compensation

~~2013~~2014 Summary Compensation Table

The following table is the information pertaining to the total compensation for both the Company’s current and former executive officers for the fiscal years ended December 31, ~~2013~~2014 and December 31, ~~2012~~2013.

Name and Principal Position	Fiscal Year		~~Salary ($)~~	Salary ($)		~~Bonus ($)~~	Bonus ($)		~~Total ($)~~	Total ($)
Tammy Taylor (1)	~~2013~~	2014	$	~~60,000~~$	120,000	$	~~194,788~~$	-	$	~~254,788~~$	120,000
Current Chief Executive Officer	~~2012~~	2013	$	-$	60,000	$	-$	194,788	$	-$	254,788
M Aimee Coleman (1)	~~2013~~	2014	$	~~4,500~~$	13,000	$	~~127,394~~$	-	$	~~131,894~~$	13,000
Current Corporate Secretary	~~2012~~	2013	$	-$	4,500	$	-$	127,394	$	-$	131,894
John Rossi (2)	~~2013~~	2014	$	~~120,000~~$	-	$	-$	-	$	~~120,000~~$	-
Former Chief Executive Officer	~~2012~~	2013	$	~~240,000~~$	120,000	$	~~1,344,538~~$	-	$	~~1,584,538~~$	120,000
Igor Plahuta (2)	~~2013~~	2014	$	~~120,000~~$	-	$	-$	-	$	~~120,000~~$	-
Former Chief Technology Officer	~~2012~~	2013	$	~~240,000~~$	120,000	$	-$	-	$	~~240,000~~$	120,000
Alan Fleming (2)	~~2013~~	2014	$	~~90,000~~$	-	$	-$	-	$	~~90,000~~$	-
Former Chief Operating Officer	~~2012~~	2013	$	~~180,000~~$	90,000	$	-$	-	$	~~180,000~~$	90,000

	(1)	Mss. Taylor and Coleman have been the Company’s current executive officers in their respective capacity since August 21, 2013.
	(2)	Messrs. Rossi, Plahuta and Fleming are former executive officers of the Company. Each ceased to serve in his respective capacity as of August 21, 2013.

The bonus amounts indicated above were non-cash common stock compensation from the Company during the reported fiscal year ended.

On October 27, 2009, the Company granted an aggregate of 100,000,000 stock options to Mr. Rossi and Mr. Plahuta as part of the acquisition of Garb by RPS. The options were void after November 1, 2014 with no purchases being made. The purchase price per share would have been computed based on the basis of one-tenth of the average closing ask price for 10 trading days prior to the date of exercise of all or part of the options.

All or substantially all of the listed salary amounts for both current and former officers were being accrued rather than paid in cash. All of the former officers’ accrued salaries were converted to company stock and issued during the year ended December 31, 2013 (See Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities and Notes to the Consolidated Financial Statements, Note 1013 – Capital Stock).

The Company currently has two employment agreements with its officers or directors and has no retirement, profit sharing, pension or insurance plans, agreements or understanding covering them.

Compensation of Directors

The Company’s directors received no compensation. Directors who are or were also employees (Messrs. Rossi, Plahuta and Fleming; and Ms. Taylor) are not paid for board services in addition to their regular employee compensation.

1615

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

A change in control of the Company occurred on August 21, 2013.

The following tables set forth certain information, as of ~~February~~April 2610, 2015, with the respect of beneficial ownership of the Company’s outstanding common stock and preferred stock by (i) any holder of more than five (5%) percent, (ii) each of the Company’s executive officers and directors and (iii) the Company’s executive officers and directors as a group.

Unless otherwise indicated, the business address of each person listed is in care of Garb Oil & Power Corporation, 1185 Gooden Xing, Building C, Largo FL 33778. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of the Company’s stock owned by them.

Class A Preferred Stock ⁽¹⁾

	Amount and Nature of	~~Amount and Nature of~~		Percentage of
Name and Address of Stockholder	Beneficial Ownership	~~Beneficial Ownership~~		Preferred Classes(1)	~~Percentage of Preferred Classes(1)~~
Tammy Taylor(2)		2	(3)		8.3	%
M. Aimee Coleman (4)		1			4.2	%
M. Aimee Coleman(4)		1			4.2	%
All executive officers and directors as a group		3			12.5	%
All executive officers and directors as a group (two persons)		3			12.5	%
(two persons)
Corporate Business Advisors, Inc.(5)		19	(1)		79.2	%
Rachelle Hoffmann,
President and Registered Agent
Dan Scott Burda		2			8.3%	%

	(1)	The voting rights of each share of the Class A Preferred Stock is equal to its percent of total outstanding Class A Preferred Shares times the product of four times the sum of all other outstanding classes of the Company’s stock (Class B Preferred Stock and Common Stock). As of ~~February~~April 2610, 2015 there are 24 shares of Class A Preferred Stock outstanding with each share of Class A Preferred Stock holding 7,933,666,396 voting rights, a total of 190,407,993,496 votes in the aggregate.
	(2)	Tammy Taylor is the Company’s Director, Chief Executive Officer and President and is the President of Hope4UsNow, Inc.
	(3)	The number of shares owned by Ms. Taylor includes 2 shares of the Class A Preferred Stock currently outstanding and owned by Hope4UsNow, Inc. Ms. Taylor has voting and dispositive control over securities held by Hope4UsNow, Inc.
	(4)	M. Aimee Coleman is the Corporate Secretary and Principal Accounting Officer.
	(5)	Ms. Rachelle Hoffman who is the President of Corporate Business Advisors, Inc. has voting and dispositive control over securities held by Corporate Business Advisors, Inc.

Class B Preferred Stock

Name and Address of Stockholder	Amount and Nature of Beneficial Ownership		Percentage of Class B Preferred (1)
	Amount and Nature of		Percentage of
Tammy Taylor (2)		0		0
Name and Address of Stockholder	Beneficial Ownership		Class B Preferred (1)
M. Aimee Coleman (3)		0		0	%
Tammy Taylor(2)		0		0
All executive officers and directors as a group		0		0	%
M. Aimee Coleman(3)		0		0	%
(two persons)
All executive officers and directors as a group (two persons)		0		0	%
Corporate Business Advisors, Inc.(4)		3,600,000		81.4	%
Dan Scott Burda		~~441,930~~		441,930 10.0%	%

	(1)	Each share of Class B Preferred Stock is entitled to 10 votes per share. As of April 10, 2015 there are 4,419,918 shares of Class B Preferred Stock outstanding with each share of Class B Preferred Stock holding 10 voting rights, a total of 44,199,180 votes.

	(2)	Ms. Taylor is Director, Chief Executive Officer and President is the President of Hope4UsNow, Inc. Ms. Taylor has voting and dispositive control over securities held by Hope4UsNow, Inc.

	(3)	Ms. Coleman is the Company’s Corporate Secretary and Principal Accounting Officer.

	(4)	Ms. Rachelle Hoffman who is the President of Corporate Business Advisors, Inc. has voting and dispositive control over securities held by Corporate Business Advisors, Inc.

	(1)	Each share of Class B Preferred Stock is entitled to 10 votes per share. As of February 26, 2015 there are 4,419,918 shares of Class B Preferred Stock outstanding with each share of Class B Preferred Stock holding 10 voting rights, a total of 44,199,180 votes.
	(2)	Ms. Taylor is Director, Chief Executive Officer and President is the President of Hope4UsNow, Inc. Ms. Taylor has voting and dispositive control over securities held by Hope4UsNow, Inc.
	(3)	Ms. Coleman is the Company’s Corporate Secretary and Principal Accounting Officer.
	(4)	Ms. Rachelle Hoffman who is the President of Corporate Business Advisors, Inc. has voting and dispositive control over securities held by Corporate Business Advisors, Inc.

Common Stock

	Amount and Nature of			Percentage of
Name and Address of Stockholder	Beneficial Ownership			~~Percentage of~~ Common (1)
Tammy Taylor(2)		566,666,667	(2)		1.2	%
M. Aimee Coleman (3)		600,000,000			1.3	%
M. Aimee Coleman(3)		600,000,000			1.3	%
All executive officers and directors as a group		1,166,666,667			2.5	%
All executive officers and directors as a group (two persons)		1,166,666,667			2.5	%
(two persons)
Corporate Business Advisors, Inc.(4)		2,350,000,000			4.9	%
Dan Scott Burda		3,796,521,515			8.0%	%

	(1)	Amounts based on 47,~~597~~497,578,456 shares of Common Stock outstanding as of ~~February~~April 2610, 2015.
	(2)	Ms. Taylor is Director, Chief Executive Officer and President who is Managing Director of Hope4UsNow, Inc. that owns 300,000,000 Common shares. Ms. Taylor has voting and dispositive control over securities held by Hope4UsNow, Inc. She is also partial owner of The Kindness Wave, Inc. that purchased 266,666,667 Common shares.
	(3)	Ms. Coleman is the Corporate Secretary and Principal Accounting Officer.
	(4)	Ms. Rachelle Hoffman who is the President of Corporate Business Advisors, Inc. has voting and dispositive control over securities held by Corporate Business Advisors, Inc.

Item 13. Certain Relationships and Related Transactions, and Director Independence

On November 1, 2009, the Company executed employment agreements with each of John Rossi and Igor Plahuta. Per each of the employment agreements, each officer received a base salary of $20,000 per month, as well as an incentive bonus based on certain revenue and profit metrics, and certain other perquisites. Each of the employment agreements terminated upon Messrs. Rossi’s and Plahuta’s respective resignations.

On August 21, 2013, the Company executed an employment agreement with Tammy Taylor. Ms. Taylor’s employment agreement includes a base salary of $10,000 per month. The terms of employment for the length of employment service included in Ms. Taylor’s employment agreement is open ended, at will for both parties, except for agreement violations’ remedies as specified.

On August 28, 2013, the Company executed an employment agreement with M Aimee Coleman. Ms. Coleman’s employment agreement includes starting part time at $250 per week, with hours over 10 hours a week at the hourly rate of $25 per hour. The terms of employment for the length of employment service included in Ms. Coleman’s employment agreement is open ended, at will for both parties, except for agreement violations’ remedies as specified.

Accounts payable to related parties was $43,~~285~~947 and $~~290~~4,~~519~~285 as of the years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively.

Notes payable to related parties was $~~150~~155,~~000~~645 and $0150,000 as of the years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively. (Also see Note 10 – Notes Payable – Related Party)

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Director Independence

We did not, during the fiscal year ended December 31, ~~2013~~2014, and currently, we do not, have any independent directors. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination.

The former Company’s board of directors did not have a separately designated audit, nominating or compensation committee. We do not currently have a separately designated nominating or compensation committee.

Item 14. Principal Accountant Fees and Services

The following table shows the fees that were billed for the audit and other services for the fiscal years ended December 31, ~~2013~~2014 and December 31, ~~2012~~2013.

	2013		2012
	2014		2013
Audit Fees	$	4032,~~800~~700	$	40,800
Audit-related Fees		-		-
Tax Fees		-		-
All other fees		-		-
Total Fees	$	4032,~~800~~700	$	40,800

Audit Fees – This category includes the audit of our annual financial statements, review of financial statements included in our quarterly reports and services that are normally provided by the independent registered public accounting firm in connection with engagements for those years and services that are normally provided by our independent registered public accounting firm in connection with statutory audits and Securities and Exchange Commission regulatory filings or engagements.

Audit-Related Fees – This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”.

Tax Fees – This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

Other Fees – This category consists of fees for the audits on the financial statements of our client companies and all other miscellaneous items.

Pre-Approval Policies and Procedure for Audit and Permitted Non-Audit Services

The Company has not adopted any written pre-approval policies or procedures as described in paragraph (c)(7)(i) of Rule 2.01 of Regulation S-X.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

The consolidated financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Financial Statements” on page F-1 and included on pages F-2 through F-3527.

(2) Financial Statement Schedules

All other schedules are omitted as the required information is either inapplicable or it is presented in the consolidated financial statements and notes thereto.

(3) Exhibits

The Exhibits required by Item 601 of Regulation S-K are listed in paragraph (b) below.

(b) Exhibits

The following exhibits are filed or furnished herewith or are incorporated herein by reference to exhibits previously filed with the SEC.

Exhibit No.	Description	Location
Exhibit
2.1	Purchase of Business Agreement between the Company and Eric Ernst and Heather Ernst dated September 26, 2014.	Incorporated by referenced to Exhibit 2.1 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
No.	Description	Location
3.1	Articles of Incorporation of the Company dated October 30, 1972.	Incorporated by reference to Exhibit 3.1 to the Company’s annual report on Form 10-K for the year ended December 31, 2011 (filed on March 24,, 2015.
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Principal Financial Officer.	Filed herewith.
3.2	Articles of Amendment to Articles of Incorporation of the Company dated February 7, 1978.	Incorporated by reference to Exhibit 3.2 to the Company’s annual report on Form 10-K for the year ended December 31, 2009, filed on April 23, 2010.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting Officer.	Filed herewith.
3.3	Articles of Amendment to Articles of Incorporation of the Company dated January 15, 1981.	Incorporated by reference to Exhibit 3.3 to the Company’s annual report on Form 10-K for the year ended December 31, 2009, filed on April 23, 2010.
32.1	Certification of Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Furnished herewith.
3.4	Articles of Amendment to Articles of Incorporation of the Company dated May 4, 1984.	Incorporated by reference to Exhibit 3.4 to the Company’s annual report on Form 10-K for the year ended December 31, 2009, filed on April 23, 2010.
101.INS	XBRL Instance Document	Furnished herewith.
3.5	Articles of Amendment to Articles of Incorporation of the Company dated October 31, 1985.	Incorporated by reference to Exhibit 3.5 to the Company’s annual report on Form 10-K for the year ended December 31, 2009, filed on April 23, 2010.
101.SCH	XBRL Taxonomy Extension Schema Document	Furnished herewith.
3.6	Articles of Amendment to Articles of Incorporation of the Company dated May 19, 2006.	Incorporated by reference to Exhibit 3.6 to the Company’s annual report on Form 10-K for the year ended December 31, 2009, filed on April 23, 2010.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Furnished herewith.
101.DEF	XBRL Taxonomy Extension Label Linkbase Document	Furnished herewith.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Furnished herewith.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Furnished herewith.

3.7	Articles of Amendment to Articles of Incorporation of the Company dated March 10, 2010.	Incorporated by reference to Exhibit 99.3 to the Company’s current report on Form 8-K, filed on March 11, 2010.
3.8	Articles of Amendment to Articles of Incorporation of the Company dated March 15, 2011.	Incorporated by reference to Exhibit 3.8 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
3.9	Articles of Amendment to Articles of Incorporation of the Company dated April 4, 2013.	Incorporated by reference to Exhibit 3.9 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
3.10	Articles of Amendment to Articles of Incorporation of the Company dated May 21, 2013.	Incorporated by reference to Exhibit 3.10 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
3.11	Articles of Amendment to Articles of Incorporation of the Company dated February 6, 2014.	Incorporated by reference to Exhibit 3.11 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
3.12	Articles of Amendment to Articles of Incorporation of the Company dated June 13, 2014.	Incorporated by reference to Exhibit 3.12 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
3.13	By-Laws of the Company dated October 31, 1985.	Incorporated by reference to Exhibit 3.8 to the Company’s registration statement on Form 10 (File No. 0-14859), filed April 23, 2010.
10.1*	Principal Officer Employment Contract between the Company and Tammy Taylor dated August 21, 2013.	Incorporated by reference to Exhibit 10.1 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
10.2*	Principal Officer Employment Contract between the Company and M. Aimee Coleman dated August 28, 2013.	Incorporated by reference to Exhibit 10.2 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
10.3	Letter of Intent between the Company and Shredderhotline.com Company dated January 24, 2014.	Incorporated by reference to Exhibit 10.3 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
10.4	Collaborative Effort Agreement between the Company and Shredderhotline.com Company dated January 24, 2014.	Incorporated by reference to Exhibit 10.4 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
10.5	Addendum to Collaborative Effort Agreement by and between the Company and Shredderhotline.com Company dated January 29, 2014.	Incorporated by reference to Exhibit 10.5 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
10.6	Engagement Letter between the Company and Street Capital Inc. dated February 28, 2014.	Incorporated by reference to Exhibit 10.6 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
10.7	Letter of Intent between the Company and Pro Peke Power LLC dated May 7, 2014.	Incorporated by reference to Exhibit 10.7 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
10.8	Agreement between the Company and Integrated Business Alliance LLC (d/b/a Pacific Equity) dated May 14, 2014.	Incorporated by reference to Exhibit 10.8 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.

10.9	Lease to Own Agreement with Pro Peke Power LLC dated June 16, 2014.	Incorporated by reference to Exhibit 10.9 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
10.10	Addendum to Contract dated June 18, 2014 between the Company and Pro Peke Power LLC.	Incorporated by reference to Exhibit 10.10 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
10.11*	Employment Agreement between the Company and Eric Ernst dated September 26, 2014.	Incorporated by reference to Exhibit 10.11 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
14.1	Code of Ethics.	Incorporated by reference to Exhibit 14.1 to the Company’s annual report on Form 10-K for the year ended December 31, 2011, filed on March 24, 2015.
21.1	List of Subsidiaries of the Company.	Filed herewith.
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Principal Financial Officer.	Filed herewith.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting Officer.	Filed herewith.
32.1	Certification of Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Furnished herewith.
101.INS**	XBRL Instance Document	Furnished herewith.
101.SCH**	XBRL Taxonomy Extension Schema Document	Furnished herewith.
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document	Furnished herewith.
101.DEF**	XBRL Taxonomy Extension Label Linkbase Document	Furnished herewith.
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document	Furnished herewith.
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document	Furnished herewith.

* Management contract or compensatory plan or arrangement.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this annual report on Form 10-K for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

2219

SIGNATURES

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

	GARB OIL & POWER CORPORATION
Date: March 24, 2015	By:	/s/ Tammy Taylor
Date: April 15, 2015	By:	/s/ Tammy Taylor
		Tammy Taylor, Chief Executive Officer

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

Signature	Title	Date
/s/ Tammy Taylor	Chief Executive Officer and Director (principal executive ~~officer and principal financial officer)~~	~~March~~April 2415, 2015
Tammy Taylor	officer and principal financial officer)
/s/ M. Aimee Coleman	Corporate Secretary (principal accounting officer)	~~March~~April 2415, 2015
M. Aimee Coleman

2320

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