UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One):

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
For the fiscal year ended December 31, 2012
OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to___________
For the transition period from _______________ to _______________

Commission File Number 000-31012

GLOBAL HEALTH VOYAGER, INC.

(Exact name of registrant as specified in its charter)

Delaware		94-3357128
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7800 Oceanus Drive, Los Angeles, CA		90046
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (~~323~~310) ~~445~~273-~~4833~~2661

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value

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

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 o ~~[ ]~~ No ~~[X]~~ þ

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 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 o ~~[X]~~ No ~~[ ]~~þ

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ ~~[X]~~ No ~~[ ]~~ o

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 the 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]~~ þ

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.

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of the common stock held by non-affiliates as of June 3029, ~~2011~~2012 was $~~505~~839,~~268~~062.65.

As of May 115, ~~2012~~2013, there were 41 93,~~792~~424,~~800~~563 shares of the registrant’s common stock outstanding.

Table of Contents

		Page
Part I
Item 1	Business		4
Item 1A	Risk Factors		7
Item 1B	Unresolved Staff Comments		11
Item 2	Properties		11
Item 3	Legal Proceedings		11
Item 4	Mine Safety Disclosures		12

Part II

Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		13
Item 6	Selected Financial Data		14
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 7A	Quantitative and Qualitative Disclosures About Market Risk		16
Item 8	Consolidated Financial Statements and Supplementary Data		17
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		17
Item 9A	Controls and Procedures		17
Item 9B	Other Information		18

Part III

Item 10	Directors, Executive Officers and Corporate Governance		19
Item 11	Executive Compensation		21
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		22
Item 13	Certain Relationships and Related Transactions, and Director Independence		23
Item 14	Principal Accounting Fees and Services		23

Part IV

Item 15	Exhibits, Financial Statements Schedules		24
Signatures			26

Forward Looking Statements

This annual report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to in this annual report as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to in this annual report as the Exchange Act. Forward-looking statements are not statements of historical fact but rather reflect our current expectations, estimates and predictions about future results and events. These statements may use words such as “"anticipate,”" “"believe,~~” “~~" "estimate,”" “"expect,”" “"intend,”" “"predict,”" “"project”" and similar expressions as they relate to us or our management. When we make forward-looking statements, we are basing them on our management’'s beliefs and assumptions, using information currently available to us. These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this annual report. Factors that can cause or contribute to these differences include those described under the headings “"Risk Factors”" and “"Management’s Discussion and Analysis of Financial Condition and Results of Operations.”"

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statement you read in this annual report reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by this paragraph. You should specifically consider the factors identified in this annual report which would cause actual results to differ before making an investment decision. We are under no duty to update any of the forward-looking statements after the date of this annual report or to conform these statements to actual results.

2OTHER PERTINENT INFORMATION

~~TABLE OF~~Throughout ~~CONTENTS~~this Annual Report references to “we”, “our”, “us”, “the Company”, and similar terms refer to Global Health Voyager, Inc. and its subsidiaries.

PART I
Item 1.	Description of Business	4
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	16
Item 2.	Description of Property	16
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosures	18

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6.	Selected Financial Data	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 8.	Financial Statements and Supplementary Data	25
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	25
Item 9A.	Controls and Procedures	26
Item 9B.	Other Information	29

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	29
Item 11.	Executive Compensation	32
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34
Item 13.	Certain Relationships and Related Transactions	35
Item 14.	Principal Accounting Fees and Services	36

PART IV
Item 15.	Exhibits	36

PART I

Item 1. Description of Business

General

On November 1, 2010, the Company’'s ~~Board~~board of ~~Directors~~ ~~(“BOD”)~~directors and ~~Management~~management decided to change the focus of its business from entertainment and website development to websites dedicated to the facilitation of medical tourism. The Company believes that due to the potential high growth in the medical tourism industry, it is a better use of the Company’'s resources. The Company discontinued operations and maintenance of web destinations it launched in the last several years, as it has transitioned operations toward the development of one or more medical tourism websites.

On April 20, 2011, the Company launched its initial medical tourism website called www.globalhealthvoyager.com. The website is designed to be an information portal for users to facilitate medical procedures, hospitals, and clinics overseas. The website is updated regularly and will continue to be enhanced over time.

4On August 10, 2011, NT Media Corp. of California, Inc. changed its name to Global Health Voyager, Inc. (the "Company"). The Company is a Delaware corporation incorporated on March 14, 2000.

On August 10, 2011, NT Media Corp. of California, Inc. changed its name to Global Health Voyager, Inc. (the “Company”). The Company is a Delaware corporation incorporated on March 14, 2000.

In 2011, the Company discontinued developing media and entertainment assets and channels and phased out its websites www.neurotrash.tv, www.singlefathernetwork.com, and www.stemcellstalk.com as it shifted its focus to its recently launched medical tourism web portal.

New Company Focus

The Company ~~redirected its~~ focus is on the medical tourism industry which it believes has high growth potential with minimal upfront web portal development costs. The Company has recognized a unique opportunity to utilize its core competencies in web development in the emerging medical tourism market. The Company’s new vision is to be a premier international medical tourism company via acquisitions, partnerships, affiliations, and the development of web portals for resources in the medical tourism industry. The Company’s mission is to facilitate exceptional health care and services by highly qualified surgeons/physicians and advanced state-of-the-art facilities abroad for a fraction of the cost of traditional healthcare in the US. The Company extends its services to other developed nations by providing potential patients the opportunity to research and connect with medical providers outside of their country of residence. The Company’s sole employee is its president and he will continue his role as such. The Company plans to hire outside consultants and contractors in the initial phases of the business transition to develop the Company’'s websites, partnerships and content with respect to all aspects of non-US medical services, transportation and regulations. The Company will seek financing for the venture through private placements of equity and the issuance of debt securities to private investors. There can be no assurance that the Company will successfully transition its business operations, attract or retain new personnel or obtain financing on terms satisfactory to the Company, if at all.

The Company’s core competencies in web developing, marketing, and social networking allows it to cost effectively provide information about world-class healthcare services via its medical tourism website which was launched in the second quarter of 2011.

In addition, as part of its strategy of growth in the medical tourism industry, effective October 6, 2011, the Company entered into an Asset Purchase Agreement (the “"Agreement”") with Healthcare International Networks, LLC (“HIN”), a privately-owned Delaware limited liability company (“"Seller”"). Pursuant to the terms of the Agreement, the Company purchased substantially all of the operating assets associated with the website “ "Planet Hospital”" as owned and operated by the Seller. The Seller agreed to retain all of his liabilities whether related to the Planet Hospital website or any other assets acquired by Company under the Agreement. The Company assumed no liabilities under the Agreement. As consideration for the transfer and sale of the Planet Hospital assets to the Company, the Company agreed to issue $90,000 of its unregistered Common Stock, at $0.144 per share (the “"Consideration Shares”"). The price per share of the Consideration Shares was based upon the average of the closing price of the Company’'s Common Stock for the thirty days preceding October 6, 2011. As such 625,000 shares of Common Stock were to be issued as Consideration Shares. The Consideration Shares have not been issued as the Seller did not respond to the Company’s repeated requests to provide the names of the individuals to which the shares were to be issued. The Company ~~is currently involved in a lawsuit with the Seller. The Company~~ has not assumed title to the Planet Hospital assets including the rights to the name and website domain. The agreement has been terminated through a court settlement.

On January 5, 2012, HIN, DBA Planet Hospital, Rupak Acharyya aka Rudy Rupak, and Geoff Moss filed a lawsuit, collectively as “Plaintiffs” against the Company. The lawsuit filed by Plaintiffs alleges and seeks damages in the form of monetary relief for: 1) breach of contract; 2) conversion; and 3) Labor Code violations for failure to pay wages timely; and seeks equitable remedies in the form of: 1) rescission of contract; 2) declaratory relief; and 3) injunctive relief.

The Company responded to this lawsuit by way of both a General and Special Demurrer, asserting the Complaint filed by Plaintiffs must be dismissed as the Plaintiff corporation is not in good standing in its state of incorporation, Delaware, and therefore does not have the right to pursue legal remedies. Further, the Company asserts that Plaintiffs’ Complaint fails to state facts sufficient to constitute any cause of action against the Company. The Company also filed a Request for Judicial Notice of Plaintiff LLC’s corporate standing. The scheduled hearing date for the Company’s objection to the lawsuit is May 16, 2012.While the Company will vigorously defend this action, there can be no assurance that the Company will prevail in the lawsuit. At this time, the Company cannot determine the amount of damages, if any, it could be responsible for if it does not prevail in the lawsuit. If the Company were to lose the lawsuit, the Company could be liable for damages of more than $90,000 and would be responsible for paying the principals of the lawsuit back wages, penalties and interest.

Medical Tourism Industry (“MTI”)

According to the Deloitte Center for Health Solutions (“DCHS”), there are many factors contributing to the evolution of the medical tourism industry. The first, and most significant, is the high price of medical procedures in the US. In many Western European countries, the affluent often desire to have medical procedures without waiting. The US, particularly, will be responsible for a large portion of the medical MTI as millions of Americans are either uninsured or under-insured. Costs for procedures abroad are often less than the insurance co-payments in the US, sometimes significantly so. American insurance companies have noticed this, and have begun to explore partnerships with doctors and hospitals overseas to take advantage of the price disparity.

One of the most significant events leading to the growth of the MTI involves international accreditation. As the number of state-of-the-art medical facilities has grown across the globe, the need to classify those with superior skills, safety and training has become manifest, and a number of organizations have emerged to help potential patients and tourism agencies discover which hospitals have standards that are similar, and in some cases superior, to those in the US.

In addition to cost savings, there is another significant motivation for medical tourism. Given the stringent and often politically motivated hurdles preventing certain types of procedures from being conducted in the US and Western Europe, such as stem cell therapy, at times patients’' only viable option is medical travel.

6Medical tourism is experiencing growth in the US and abroad driven by disparity in cost for required and elective surgical and other medical treatments and procedures within and outside of the US. Patients Beyond Borders, which produces guidebooks for medical tourists, estimates that some seven million patients a year travel for care, making for a $20-35 billion market. The Company intends to capitalize on the growth in this industry through the development of our web-based platform and by developing relationships with hospitals and health care providers worldwide. We believe the website planned by the Company will make it easy for patients to navigate and obtain information regarding healthcare services performed worldwide.

Medical tourism is experiencing growth in the US and abroad driven by disparity in cost for required and elective surgical and other medical treatments and procedures within and outside of the US. The Medical Tourism Association reported that several million Americans traveled abroad for medical care in 2011 and the DCHS projects that outbound medical tourism could reach 1.6 million patients by 2012, with sustainable annual growth of 35 percent. The Company intends to capitalize on the growth in this industry through the development of our web-based platform and by developing relationships with hospitals and health care providers worldwide. We believe the website planned by the Company will make it easy for patients to navigate and obtain information regarding healthcare services performed worldwide.

Recent Events

Since the Company’s change in focus toward medical tourism, the Company has participated in many industry events, adding value and opportunity toward accomplishing its vision. The Company has attended a number of conferences and seminars regarding medical tourism and in relation has established great relationships with hospitals, clinics, insurance providers, travel agents, and other facilitators.

On January 31, 2012, the Company announced it began development of a Medical Tourism related smart phone application (“App”). The App is being designed to allow potential patients to select a procedure they may need in the near future, ranging from minor cosmetic surgery to major procedures such as hip replacement. The App will then offer the patient the average cost of the procedure domestically compared to several overseas destinations at accredited hospitals. The patient will have the option to learn more about specific hospitals and other related accommodations through rich content, including medical specialties and videos. If the patient chooses, he will be assigned a case manager to take him through the process of reviewing options and ultimately booking the procedure along with travel and accommodations.

On March 20, 2012, the Company announced a new data partnership to provide patients with HIPPA-compliant records storage. Through ana ~~exclusive~~ contract with Janus Medical Systems, the Company will offer its patients and members the ability to store their entire family’'s medical records in one secure place. This new service is an extension of the Company’s offerings to patients who wish to exercise more control over their healthcare options. ~~The software is market-ready and the Company expects to make it available to patients in the second quarter of 2012.~~

On March 26, 2012, the Company announced a 24-hour nursing support service ~~scheduled to launch in the second quarter of 2012~~. The service matches nurses with patients based on their particular ailment or condition. The ~~cost structure and tiered support offerings are currently under consideration. The~~ Company expects to offer the service for free to current Global Health Voyager members who use the Company for a medical procedure. The Company is also considering creating a new tier of membership for anyone who has not used Global Health Voyager to book a procedure but is considering doing so. Members at this tier of membership would pay a fee for this service. The Company is evaluating several third party firms to which this function will be outsourced.

The Company plans to continue establishing and growing its network of hospitals, clinics, insurance providers, travel agencies, and other facilitators within the medical tourism industry.

Employee Agreement

In January 2008, the Company entered into an employment agreement with Mr. Ali Moussavi. As part of the agreement Mr. Moussavi’s services include acting as the Chairman of the Board, Chief Executive Officer and President of the Company. On May 15, 2008, Mr. Moussavi and the Company, with the approval of the Board, agreed to memorialize the conditions by entering into a final employment agreement (the “Moussavi Agreement”), under which Mr. Moussavi would continue to provide services as Chief Executive Officer and President of the Company on a full time basis. The material terms of the Moussavi Agreement are described below.

The Moussavi Agreement has a five-year term, providing a base salary of $150,000 per year, which may be increased at the sole discretion of the Board on each anniversary thereafter, or from time-to-time at the sole discretion of the Board. Upon reaching certain milestones, as determined in good faith by the Board, Mr. Moussavi may also receive an annual bonus up to the amount of his base salary. The Company also granted Mr. Moussavi an option to purchase 1,000,000 shares of Common Stock of the Company at $0.35 per share. The option is fully vested as of the date hereof. Mr. Moussavi shall also be entitled to five weeks paid vacation, the use of an automobile that may be selected by Mr. Moussavi and approved by the Board, the reimbursement of up to $1,500 for Mr. Moussavi’s membership dues at two health clubs and one country club to be selected by Mr. Moussavi, and the reimbursement of up to $100,000 for the first year of Mr. Moussavi’s employment for the cost of entertainment provided by Mr. Moussavi to the Company’s customers, vendors, employees and strategic partners, which may be increased by 5% per annum starting January 1, 2009, and each year thereafter at Mr. Moussavi’s sole discretion. Additionally, Mr. Moussavi may be entitled to reimbursement from the Company for reasonable costs and expenses incurred in connection with the performance of the duties and obligations provided for under the Moussavi Agreement.

Governmental Approval

We are ~~not~~subject ~~presently~~to ~~aware~~ a number of ~~any~~US ~~governmental~~federal, ~~agency~~state ~~approval~~and ~~required~~foreign ~~for~~laws ~~any~~and ofregulations ~~our~~that ~~existing~~affect ~~operations~~companies orconducting ~~operations~~business ofon ~~our~~the ~~medical~~Internet, ~~tourism~~many ~~website.~~of We which are ~~subject~~still toevolving ~~Federal~~and ~~Trade~~being ~~Commission~~tested ~~regulations~~in courts, and ~~other~~could ~~federal~~be ~~and~~interpreted ~~state~~in ~~laws~~ways ~~relating~~that tocould ~~the~~harm ~~development~~our business. These may involve user privacy, ~~production~~rights of publicity, ~~and~~ data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of ~~entertainment~~minors, ~~programming~~consumer protection, ~~which~~taxation and online payment services. In particular, we ~~have~~are ~~phased~~subject ~~out~~to ~~over~~federal, ~~this~~state, ~~year~~and foreign laws regarding privacy and protection of user data. WeIn ~~believe~~addition, we ~~are~~may inbe ~~compliance~~subject to existing and potential government regulations applicable to how various entities and individuals can use and disclose protected health information. Compliance with ~~all~~these laws~~, rules,~~ and regulations ~~material~~may impose significant costs and risks on our company, or may subject us to liability if we do not successfully comply with their requirements, whether intentionally or unintentionally. Specific laws that may impact our ~~operations~~business include the Health Information Technology for Economic and Clinical Health Act and the Health Insurance Portability and Accountability Act.

Marketing and Sales

The Company has plans to work with marketing firms that specialize in search engine optimization (“SEO”) and other means of trafficking new users to our websites. There is no certainty of the effectiveness these firms may have on the marketing and sales of the Company. The Company has established an initial social media presence on www.medicaltourismcity.com to network and market with hospitals, clinics, associations, and other facilitators within the MTI. The Company will create groups in support of upcoming medical tourism conferences it plans on attending. The Company also joined groups that encourage networking and open communication among hospitals, clinics, and other facilitators. The Company anticipates this social media website to be a great resource for the Company to expand its network and establish creditability within the medical tourism community. The Company constantly seeks favorable medical tourism conferences to attend and expand its network and brand recognition within the MTI.

Employees

As of May 91, ~~2012~~2013 we had one employee. We also employ outside consultants from time-to-time to provide various services. Our employee is not represented by a labor union.

Competition

We compete with a wide variety of companies in the MTI. These competitors range from established hospitals, medical tourism facilitators, and travel agencies, to other healthcare providers in the US and abroad. In addition, as the MTI grows and expands into other sectors such as travel and insurance, better financed and established entities may expand into, acquire, invest or continue to consolidate within the industry, thus increasing the competitive pressures we face.

Intellectual Property

We own the service mark “Neurotrash” registered in the United States Patent and Trademark Office under Certificate of Registration 2,450,157 dated May 8, 2001.

Item 1A. Risk Factors

YOU SHOULD READ THE FOLLOWING DISCUSSION AND ANALYSIS TOGETHER WITH OUR CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT. SOME OF THE INFORMATION CONTAINED IN THIS DISCUSSION AND ANALYSIS OR SET FORTH ELSEWHERE IN THIS ANNUAL REPORT, INCLUDING INFORMATION WITH RESPECT TO OUR PLANS AND STRATEGIES FOR OUR BUSINESS, INCLUDES FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. YOU SHOULD REVIEW THE RISK FACTORS BELOW FOR A DISCUSSION OF IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE RESULTS DESCRIBED IN OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD SUFFER.

Our independent auditors’ report expresses substantial doubt about our ability to continue as a going concern.

Our independent auditors’ report, dated May 917, ~~2012~~2013 includes an explanatory paragraph relating to substantial doubt as to our ability to continue as a going concern, due to our working capital deficit and accumulated deficit of $910.6050 million as of December 31, ~~2011~~2012. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. We have experienced operating losses since the date of the auditors’ report and in prior years. Our auditors’ report may impede our ability to raise additional capital on terms acceptable to us. If we are unable to obtain financing on terms acceptable to us, or at all, we will not be able to accomplish any or all of our initiatives and will be forced to consider steps that would protect our assets against our creditors. If we are unable to continue as a going concern, your entire investment in us could be lost.

Our failure to timely pay our indebtedness may require us to consider steps that would protect our assets against our creditors.

If we cannot raise additional capital, we will not be able to repay our debt or pursue our business strategies as scheduled, or at all, and we may cease operations. We have been unable to pay all of our creditors and certain other obligations in accordance with their terms. As of December 31, ~~2011~~2012, we have approximately $52.0017 million in debt obligations, including interest, payable within the next 12 months. During ~~2011~~2012, we issued debt of approximately $~~150~~269,~~000~~900. These notes are either being paid currently or have been extended by agreement. However, we cannot assure you any note holder will continue to extend payment of these debt obligations or ultimately agree to revise the terms of this debt to allow us to make scheduled payments over an extended period of time. We have no cash on hand and we do not expect to generate material cash from operations within the next 12 months. We have attempted to raise additional capital through debt or equity financings and to date have had limited success. ~~The~~Our ~~downtrend in the financial markets has made it extremely difficult for us to raise additional capital. In addition, our~~ common stock trades on the Over The Counter Bulletin Board which makes it more difficult to raise capital than if we were trading on the NASDAQ Stock Market. Also, our default in repaying our debt may make it more difficult for us to raise additional capital. If we are unable to obtain financing on terms acceptable to us, or at all, we will not be able to accomplish any or all of our initiatives and will be forced to consider steps that would protect our assets against our creditors.

We have a history of losses and we do not anticipate that we will be profitable in fiscal ~~2012~~2013.

We have incurred losses since inception and did not generate sufficient revenues to cover our expenses during ~~2010~~2011 and ~~2011~~2012. We had an accumulated deficit of $910.6050 million as of December 31, ~~2011~~2012. During ~~2011~~2012, we incurred a net loss of $10.6369 million. Achieving profitability depends upon numerous factors, including our ability to raise additional capital in order to produce projects, which in turn will generate sales. We do not anticipate we will be profitable in ~~2012~~2013. As a result of the losses and negative cash flows from operations, our ability to continue operations will depend on our ability to generate revenues and the availability of outside financing for working capital. If we are unable to generate sufficient revenues in the near future to cover our expenses or obtain outside capital to cover operating expenses, we may be unable to expand or maintain business operations.

If we obtain financing, existing shareholder interests may be diluted.

If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our shareholders will be diluted. In addition, any convertible securities issued may not contain a minimum conversion price, which may make it more difficult for us to raise financing and may cause the market price of our common stock to decline because of the indeterminable overhang that is created by the discount to market conversion feature. In addition, any new securities could have rights, preferences and privileges senior to those of our common stock. Furthermore, we cannot assure you that additional financing will be available when and to the extent we require it or that, if available, it will be on acceptable terms.

Our products may not be commercially accepted which will adversely affect our revenues and profitability.

Our ability to establish our current websites and launch new ones bears risk. If we are not able to gain acceptance in the medical tourism and health care markets, we may not be able to generate meaningful revenue and may not be able to continue to operate. Our commercial success will also depend on our ability to market our websites which ~~may~~will require additional capital. If we cannot market effectively and we do not attract significant visitors to our websites, it will be difficult to recognize advertising revenue.

The competitive market in which we operate may make it very difficult to develop our medical tourism project.

Our focused industry is relatively new and is fragmented with low barriers to entry. This may have an adverse effect on our ability to compete and recognize advertising revenue since we may be competing against larger, more established entities, entities with existing expertise in the medical industry and entities with expertise in launching new websites. Such entities may be better funded or staffed than we are and may be able to enter the market more rapidly.

Our stock price is volatile.

Our revenues and operating results in any particular quarter may fluctuate as a result of a number of factors, including competition in the markets in which we operate, delays in acquiring new core businesses, the current economic conditions as well as the performance of the health care and travel industries as discussed above. Our future operating results will depend, to a large extent, on our ability to anticipate and successfully react to these and other factors and successfully implementing our growth strategy. Failure to anticipate and successfully overcome these and other factors could adversely affect our business, financial condition and results of operations.

In addition, the trading price of our common stock fluctuates widely and in the future may be subject to similar fluctuations in response to quarter-to-quarter variations in our operating results. In addition, in recent years, broad stock market indices, in general, have experienced substantial price fluctuations. These broad market fluctuations also may adversely affect the future trading price of our common stock.

Our stock historically has been thinly traded, therefore, shareholders may not be able to sell their shares easily.

The volume of trading in our common stock historically has been relatively light and a limited market presently exists for the shares. We have no analyst coverage of our securities. The lack of analyst reports about our stock may make it difficult for potential investors to make decisions about whether to purchase our stock and may make it less likely that investors will purchase our stock. We cannot assure you that our trading volume will increase, or that our historically light trading volume or any trading volume whatsoever will be sustained in the future. Therefore, we cannot assure you that our shareholders will be able to sell their shares of our common stock at the time or at the price that they desire, or at all.

The loss of our President and Chief Executive Officer would disrupt our business.

Our success depends in substantial part upon the services of ~~Mr.~~ Ali Moussavi, our President and Chief Executive Officer. The loss of or the failure to retain the services of Mr. Moussavi would adversely affect the development of our business and our ability to realize profitable operations. We do not maintain key-man life insurance on Mr. Moussavi and have no present plans to obtain this insurance.

~~Our~~If ~~involvement~~we infail ato ~~lawsuit~~maintain an effective system of internal control over financial reporting, we may ~~adversely disrupt~~not be able to accurately report our ~~business~~financial results. ~~Moreover~~As a result, ~~defending~~current ~~lawsuits~~and ispotential ~~costly~~shareholders ~~and~~could welose ~~may~~confidence ~~not~~in ~~have~~our ~~adequate~~financial ~~resources~~reporting, towhich ~~defend~~would ~~ourselves~~harm our business and the trading price of our stock.

WeOur ~~are~~management ~~involved~~has determined that as of December 31, 2012, we did not maintain effective internal controls over financial reporting based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework as a ~~lawsuit~~result ~~with~~of ~~another~~identified ~~corporation. There~~material ~~can~~weaknesses bein noour ~~assurance~~internal ~~that~~control ~~the~~over ~~Company~~financial ~~will~~reporting ~~prevail~~as described in ~~the~~Part ~~lawsuit~~II – Item 9A – Controls and Procedures. AtA ~~this~~material ~~time~~weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the ~~Company~~company’s ~~cannot~~annual ~~determine~~or interim financial statements would not be prevented or detected on a timely basis. If the ~~amount~~result of ~~damages~~ our remediation efforts described in Part II – Item 9A – Controls and Procedures is not successful, or if ~~any~~additional material weaknesses are identified in our internal control over financial reporting, itour management will be unable to report favorably as to the effectiveness of our internal control over financial reporting and/or our disclosure controls and procedures, and we could be ~~responsible~~required ~~for~~to iffurther itimplement ~~does~~expensive ~~not~~and ~~prevail~~time-consuming remedial measures and potentially lose investor confidence in the ~~lawsuit~~accuracy and completeness of our financial reports which could have an adverse effect on our stock price and potentially subject us to litigation.

We are subject to the Requirements of Section 404 of the Sarbanes-Oxley Act. If we are unable to timely comply with Section 404, our stock price and results of operations and financial condition could be materially adversely affected.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our Management, including our Chief Executive Officer (“CEO”), who is also our acting Chief Financial Officer (“CFO”), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of a date as of the end of the reporting period covered by the Company’s Annual Report on Form 10-K, December 31, 2011. The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission (“SEC”) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management performed such an evaluation and based on such evaluation, our CEO and Acting CFO concluded that, as of the end of such period, our disclosure controls and procedures are not effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and Acting CFO, as appropriate to allow timely decisions regarding required disclosure.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Our Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and includes those policies and procedures that:

* Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

* Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

* Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

As of December 31, 2011, our Management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such assessments. Based on that evaluation, it concluded that, as of the end of the period covered by this report, such internal controls over financial reporting were not effective to control deficiencies that constituted material weaknesses. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our failure to maintain adequate disclosure controls and procedures and internal control over financial reporting may mean that prospective investors and partners will lack confidence in our financial statements, which could cause us to lose financing opportunities or business opportunities, each of which could have a material adverse effect on our business and on our stock price and trading. While our management is working to remedy the material weaknesses there can be no assurance that such actions will be successfully implemented or that we will be able to fully overcome such material weaknesses.

Potential anti-takeover tactics through issuance of preferred stock rights may be detrimental to common shareholders.

We are authorized to issue up to 5,000,000 shares of preferred stock, of which none currently are issued and outstanding. The issuance of preferred stock does not require approval by the shareholders of our common stock. Our Board of Directors ~~(“BOD”)~~, in its sole discretion, has the power to issue preferred stock in one or more series and establish the dividend rates and preferences, liquidation preferences, voting rights, redemption and conversion terms and conditions and any other relative rights and preferences with respect to any series of preferred stock. Holders of preferred stock may have the right to receive dividends, certain preferences in liquidation and conversion and other rights, any of which rights and preferences may operate to the detriment of the shareholders of our common stock. Further, the issuance of any preferred stock having rights superior to those of our common stock may result in a decrease in the market price of the common stock and, additionally, could be used by our Board as an anti-takeover measure or device to prevent a change in our control.

Our common stock is considered a “Penny Stock”. The application of the “Penny Stock” rules to our common stock could limit the trading and liquidity of the common stock, adversely affect the market price of our common stock and increase your transaction costs to sell shares.

Our common stock is a “low-priced” security or “penny stock” under rules promulgated under the Securities Exchange Act of 1934, as amended. In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document which describes the risks associated with such stocks, the broker-dealer’s duties in selling the stock, the customer’s rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer’s financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions will probably decrease the willingness of broker-dealers to make a market in our common stock, will decrease liquidity of our common stock and will increase transaction costs for sales and purchases of our common stock as compared to other securities.

The ~~stock~~ market inprice ~~general~~for ~~has~~our ~~experienced volatility~~common ~~that~~shares ~~often~~is ~~has~~particularly ~~been~~volatile ~~unrelated~~given toour ~~the~~status as a relatively unknown company with a small and thinly traded public float, limited operating ~~performance~~history and lack of ~~listed~~profits ~~companies.~~which ~~These~~could ~~broad~~lead to wide fluctuations in our share price. You may be ~~the result~~unable ofto ~~unscrupulous~~sell ~~practices~~your ~~that~~common ~~may~~stock ~~adversely~~at ~~affect~~or ~~the~~above your purchase price, ofwhich ~~our~~may ~~stock,~~result ~~regardless~~in ofsubstantial ~~our~~losses ~~operating~~to ~~performance~~you.

~~Shareholders~~The ~~should~~market befor ~~aware~~our ~~that,~~common ~~according to~~stock ~~SEC~~is ~~Release~~characterized ~~No.~~by ~~34-29093~~significant ~~dated~~price ~~April~~volatility ~~17,~~when ~~1991~~compared to seasoned issuers, ~~the~~and ~~market~~we expect that our share price will continue to be more volatile than a seasoned issuer for ~~penny~~the ~~stocks~~indefinite ~~has~~future. ~~suffered~~The volatility in ~~recent~~our ~~years~~share ~~from~~price ~~patterns~~is attributable to a number of ~~fraud~~ factors. First, as noted above, our common stock is sporadically and ~~abuse~~thinly traded. ~~Such~~As ~~patterns~~a ~~include~~consequence ~~(1)~~of ~~control~~this lack of liquidity, the ~~market~~trading ~~for~~of ~~the~~relatively ~~security~~small quantities of shares by ~~one~~our orstockholders amay ~~few~~disproportionately ~~broker-dealers~~influence the price of those shares in either direction. The price for our common stock could, for example, decline precipitously in the event that a large number of shares are ~~often~~sold ~~related~~ on the market without commensurate demand, as compared to the ~~promoter~~market for securities or a seasoned issuer; ~~(2)~~which ~~manipulation~~could ofbetter ~~prices~~absorb ~~through~~those ~~prearranged~~sales ~~matching~~without ofadverse ~~purchases~~impact ~~and~~on ~~sales~~its ~~and~~share ~~false~~price. ~~and~~Secondly, ~~misleading press~~we ~~releases;~~are ~~(3)~~a ~~boiler~~speculative ~~room~~or ~~practices~~“risky” ~~involving~~investment ~~high-pressure~~due ~~sales~~to ~~tactics~~our ~~and~~limited ~~unrealistic~~operating ~~price~~history ~~projections~~and bylack ~~inexperienced sales~~of ~~persons;~~profits ~~(4)~~to ~~excessive~~date, and ~~undisclosed~~uncertainty ~~bid-ask~~of ~~differential~~future market acceptance for our potential products and ~~markups~~services. byAs ~~selling~~a ~~broker~~consequence of this enhanced risk, more risk-~~dealers;~~adverse ~~and~~investors ~~(5)~~may, under the ~~wholesale dumping~~fear of losing all or most of their investment in the ~~same~~event ~~securities~~of bynegative ~~promoters~~news ~~and~~or ~~broker-dealers~~lack ~~after~~of ~~prices~~progress, ~~have~~be ~~been~~more ~~manipulated~~inclined to asell ~~desired~~their ~~level,~~shares ~~along~~on the market more quickly and at greater discounts than would be the case with the ~~resulting~~stock ~~inevitable~~of ~~collapse~~a seasoned issuer. Many of ~~those~~these ~~prices~~factors are beyond our control and ~~with~~may ~~consequent~~decrease ~~investor~~the ~~losses.~~market ~~The~~price ~~occurrence~~of our common shares, regardless of ~~these~~our ~~patterns~~operating performance. We cannot make any predictions or ~~practices could~~projections ~~increase~~as to what the ~~volatility~~prevailing ofmarket price for our ~~share~~common stock will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of shares for sale at any time will have on the prevailing market price.

We do not expect to pay dividends for the foreseeable future, and we may never pay dividends. Investors seeking cash dividends should not purchase our common stock.

We currently intend to retain any future earnings to support the development of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our ~~BOD~~Board of Directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our common stock may be limited by state law. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase our common stock.

Limitations on Director and Officer liability and our indemnification of Officers and Directors may discourage shareholders from bringing suit against a director.

Our Articles of Incorporation and Bylaws provide, with certain exceptions as permitted by governing law, that a director or officer shall not be personally liable to us or our shareholders for breach of fiduciary duty as a director, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage shareholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by shareholders on our behalf against a director. In addition, our Articles of Incorporation and Bylaws provide for mandatory indemnification of directors and officers to the fullest extent permitted by law.

The Over the Counter Bulletin Board is a quotation system, not an issuer listing service, market or exchange. Therefore, buying and selling stock on the OTC Bulletin Board is not as efficient as buying and selling stock through an exchange. As a result, it may be difficult for you to sell your common stock or you may not be able to sell your common stock for an optimum trading price.10

~~The~~Our ~~OTC~~common ~~Bulletin~~stock ~~Board~~is (quoted on the “OTCBB~~”) is~~ awhich ~~regulated~~may ~~quotation~~have ~~service~~an ~~that~~unfavorable ~~displays~~impact ~~real-time~~on ~~quotes,~~our ~~last~~stock ~~sale~~price ~~prices~~ and ~~volume limitations in over-the-counter securities~~liquidity.

~~Because~~Our ~~trades~~common ~~and~~stock ~~quotations~~is quoted on the ~~OTCBB involve~~OTC aBulletin ~~manual~~Board ~~process,~~ (the ~~market~~“OTCBB”). ~~information~~The ~~for~~OTCBB ~~such~~is ~~securities~~a ~~cannot~~significantly bemore ~~guaranteed.~~limited Inmarket ~~addition,~~than ~~quote~~the ~~information,~~New orYork ~~even firm~~Stock ~~quotes,~~Exchange ~~may~~or ~~not~~the beNASDAQ ~~available~~Stock Market. The ~~manual~~quotation ~~execution~~of ~~process~~our ~~may~~shares ~~delay~~on ~~order~~the ~~processing~~OTCBB ~~and intervening price fluctuations~~ may result in ~~the failure of~~ a ~~limit~~less ~~order~~liquid tomarket ~~execute~~available orfor ~~the~~existing ~~execution~~and ofpotential astockholders ~~market~~to ~~order~~trade atshares aof ~~significantly~~our ~~different~~common ~~price. Execution of trades~~stock, ~~execution~~could ~~reporting~~depress ~~and~~ the ~~delivery~~trading price of ~~legal~~our ~~trade~~common ~~confirmations~~stock ~~may~~and becould ~~delayed~~have ~~significantly.~~a ~~Consequently,~~long-term ~~one~~adverse ~~may not~~impact beon ~~able~~our ability to ~~sell~~raise ~~shares~~capital ofin ~~our common stock at~~ the ~~optimum trading prices~~future.

When fewer shares of a security are being traded on the OTCBB, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Lower trading volumes in a security may result in a lower likelihood of an individual’s orders being executed, and current prices may differ significantly from the price one was quoted by the OTCBB at the time of the order entry.

Orders for OTCBB securities may be canceled or edited like orders for other securities. All requests to change or cancel an order must be submitted to, received and processed by the OTCBB. Due to the manual order processing involved in handling OTCBB trades, order processing and reporting may be delayed, and an individual may not be able to cancel or edit his order. Consequently, one may not be able to sell shares of common stock at the optimum trading prices.

The dealer’s spread (the difference between the bid and ask prices) may be large and may result in substantial losses to the seller of securities on the OTCBB if the common stock or other security must be sold immediately. Further, purchasers of securities may incur an immediate “paper” loss due to the price spread. Moreover, dealers trading on the OTCBB may not have a bid price for securities bought and sold through the OTCBB. Due to the foregoing, demand for securities that are traded through the OTCBB may be decreased or eliminated.

We expect volatility in the price of our common stock, which may subject us to securities litigation resulting in substantial costs and liabilities and diverting management’s attention and resources.

The market for our common stock may be characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

Future sales of our common stock could out downward selling pressure on our shares, and adversely affect the stock price. There is a risk that this downward pressure may make it impossible for an investor to sell his shares at any reasonable price, if at all.

Future sales of substantial amounts of our common stock in the public market, if such a market develops, or the perception that such sales could occur, could put downward selling pressure on our shares and adversely affect the market price of our common stock.

Item 1B. Unresolved Staff Comments

Not applicable for smaller reporting companies.

Item 2. ~~Description of Property~~ Properties

Our principal offices are located at 7800 Oceanus Avenue, Los Angeles, California 90046. We presently occupy the offices of our President, Mr. Ali Moussavi, at no cost to us, as our sole office, an arrangement which we expect to continue until the Company raises enough capital to move offices.

Item 3. Legal Proceedings

During 2002, the Company’'s subsidiary settled a lawsuit with its prior landlord for $100,000. As of December 31, ~~2011~~2012 the balance due for the settlement had not been paid and is reflected as a current liability in the accompanying consolidated balance sheet. Management is aware of a threatened litigation matter involving the nonpayment of certain legal fees. The claim for this matter is approximately $9,000. Management is not aware of any attempts by the claimant for pursuit of the litigation.

OnManagement ~~November~~is 1,aware ~~2010 the accounting firm~~ of ~~A.J.~~ ~~Robbins, P.C. filed~~ a ~~lawsuit~~threatened inlitigation ~~the~~matter ~~District~~involving ~~Court, City and County of Denver, Colorado, seeking recovery of fees allegedly owed for accounting services performed during 2004 to 2008. The claims were asserted against~~ the ~~Company~~nonpayment ~~and our CEO, as a result~~ of acertain ~~personal~~legal ~~guarantee. The Company and our CEO disputed the~~ fees ~~and intended to oppose the suit~~. ~~On December 15, 2010, the Defendants filed an Answer which asserted several defenses.~~ The ~~parties~~claim ~~exchanged~~for ~~initial~~this ~~disclosures, and the~~ matter ~~was~~is ~~set~~approximately ~~for trial on December 5, 2011. On August 3, 2011 the parties entered into a settlement agreement whereby the Defendants in the case will pay~~ $~~130~~9,000 ~~to the plaintiffs~~. Management ~~Payments~~is ~~will~~not beaware ~~made~~of inany ~~equal~~attempts ~~monthly payments over 7 months commencing on August 31, 2011 for $85,000. Stock was issued~~ by ~~another party in~~ the ~~lawsuit~~claimant to satisfy the remaining $45,000. In consideration of the settlement, the parties executed a mutual release and agreed to withdraw the lawsuit. The releases and withdrawal are contingent upon the Company’s full performance of the settlement agreement terms. As of May 1, 2012, out of the $42,500 cash payments the Company was responsible for ~~under~~pursuit ~~the settlement agreement, it paid $25,979 and owes $16,520.82. This balance due was for the February 28, 2012 and part~~ of the ~~January 31, 2012 payments~~litigation. Plaintiff has the right to get a judgment for $175,000 minus the payments that were made, if we fail to perform under the terms of the settlement agreement and if they serve us with a notice of default, which they have not.

On January 5, 2012, Healthcare International Network, LLC, a Delaware limited liability company, DBA Planet Hospital, Rupak Acharyya aka Rudy Rupak, and Geoff Moss filed a lawsuit at the Los Angeles Superior Court, collectively as “Plaintiffs” against the Company. The lawsuit filed by Plaintiffs alleges and seeks damages in the form of monetary relief for: 1) breach of contract; 2) conversion; and 3) Labor Code violations for failure to pay wages timely; and seeks equitable remedies in the form of: 1) rescission of contract; 2) declaratory relief; and 3) injunctive relief.11

~~The~~On ~~Company~~November ~~responded~~1, to2010 ~~this lawsuit~~the byaccounting ~~way~~firm of ~~both~~A.J. aRobbins, ~~General~~P.C. ~~and~~filed ~~Special~~a ~~Demurrer,~~lawsuit ~~asserting~~in ~~that~~ the ~~Complaint~~District ~~filed~~Court, byCity ~~Plaintiffs~~and ~~must~~County beof ~~dismissed~~Denver, ~~as Plaintiff~~Colorado, ~~corporation~~seeking isrecovery ~~not~~of infees ~~good~~allegedly ~~standing~~owed infor ~~its~~accounting ~~state~~services ofperformed ~~incorporation,~~during ~~Delaware,~~2004 ~~and~~to ~~therefore~~2008. ~~does~~The ~~not~~claims have been asserted against the ~~right to~~Company, ~~pursue~~a ~~legal~~second ~~remedies.~~corporate ~~Further~~defendant, ~~the~~and ~~Company~~our ~~asserts~~CEO, ~~that~~as ~~Plaintiffs’~~a ~~Complaint~~result ~~fails~~of toa ~~state~~personal ~~facts~~guarantee. ~~sufficient~~On ~~to constitute~~December ~~any~~15, ~~cause~~2010, ofDefendants ~~action~~filed ~~against~~an ~~the~~Answer ~~Company~~which asserted several defenses. The ~~Company~~parties ~~also~~exchanged ~~filed~~initial adisclosures, ~~Request~~and the matter was set for ~~Judicial~~trial ~~Notice~~commencing ofon ~~Plaintiff~~December ~~LLC’s corporate~~5, ~~standing~~2011. ~~The~~On ~~scheduled~~August ~~hearing~~3, ~~date~~2011 ~~for~~the ~~Company’s~~parties ~~objection~~entered tointo ~~the~~a ~~lawsuit~~settlement isagreement ~~May~~whereby ~~16,~~the ~~2012.~~Defendants ~~While~~in the ~~Company~~case will ~~vigorously~~ ~~defend~~jointly ~~this~~pay ~~action~~$85,000 ~~there~~to ~~can~~the beplaintiffs. noThe ~~assurance~~Company ~~that~~was ~~the~~responsible ~~Company~~to ~~will~~pay ~~prevail~~50% inof the ~~lawsuit.~~cash ~~At this time~~payments, the ~~Company~~ ~~cannot~~other ~~determine~~50% of which was the ~~amount~~responsibility of ~~damages,~~a ifsecond ~~any,~~defendant. itThe ~~could~~cash payments were scheduled to be ~~responsible~~made ~~for~~in ifequal itmonthly ~~does~~payments ~~not~~over ~~prevail~~7 inmonths ~~the~~commencing ~~lawsuit~~on August 31, 2011. If In consideration of the ~~Company~~settlement, ~~were~~the parties have executed a mutual release and have agreed to ~~lose~~withdraw the lawsuit,. The releases and withdrawal are contingent upon the Company's ~~could~~full beperformance ~~liable~~of ~~for~~the ~~damages~~settlement agreement terms. As of ~~more~~December ~~than~~31, ~~$90~~2012,~~000~~ the Company and ~~would~~the besecond ~~responsible for~~corporate ~~paying~~defendant have fulfilled all the ~~principals~~obligations with respect to this liability and all of the ~~lawsuit~~$85,000 ~~back~~has ~~wages,~~been ~~penalties~~paid ~~and~~to ~~interest~~the plaintiffs.

17On January 5, 2012, Healthcare International Network, LLC, a Delaware limited liability company, DBA Planet Hospital, Rupak Acharyya aka Rudy Rupak, and Geoff Moss filed a lawsuit at the Los Angeles Superior Court, collectively as "Plaintiffs" against the Company. The lawsuit filed by Plaintiffs alleges and seeks damages in the form of monetary relief for: breach of contract, conversion and State of California labor code violations for failure to pay wages timely; and seeks equitable remedies in the form of: rescission of contract; declaratory relief; and injunctive relief.

The Company responded to this lawsuit by way of both a General and Special Demurrer, asserting that the Complaint filed by Plaintiffs must be dismissed as Plaintiff corporation is not in good standing in its state of incorporation, Delaware, and therefore does not have the right to pursue legal remedies. Further, the Company asserts that Plaintiffs' Complaint fails to state facts sufficient to constitute any cause of action against the Company. The Company also filed a Request for Judicial Notice of Plaintiff LLC's corporate standing.

On March 8, 2013, HIN and the Company entered into a settlement agreement whereby the Company would issue to HIN and all other Plaintiffs in this case an aggregate of $10,000 worth of the Company’s common stock. In addition to this exchange of stock, the Company will relinquish any rights to the name Planet Hospital and will acknowledge the rescission of any alleged agreement between the Company and HIN for the purchase of the name Planet Hospital.

Said Stock is offered by the Company with the express condition that HIN or any other recipient of the stock provide the Company with a non-negotiable six months Option to buy-back the stock upon its choosing to do so, at a price of $10,000 or whatever value the stock may have at the time that the Company wishes to exercise its Option within 6 months, whichever price may be greater at that time. Also within the six months that the Company has an Option to buy-back the stock, the Company shall be afforded the absolute Right of First Refusal, in the event that the recipient of the stock intends to distribute any portion of the stock in any manner.

HIN and associated other plaintiff have forever waived their right to bring forth any cause of action arising from this alleged asset purchase agreement or any previously filed causes of action that were also associated with Case No. BC476301.

On November 8, 2012, a Notice of Settlement of Entire Case was filed with the Superior Court of California, County of Los Angeles, Stanley Mosk Courthouse, Department 32, which effectively notified the Court that this matter is presumed settled. The Court shall, nevertheless, retain the original Final Status Conference Date and the Trial Date. In addition the Court has designated an Order to Show Cause for January 14, 2013 in regards to Dismissal of this matter. This case was settled and dismissed with prejudice from the court's jurisdiction, and has been dismissed with prejudice since March 8, 2013.

Legal Representatives for both HIN and the Company have exchanged communications regarding settlement of this matter and have finalized the settlement agreement. The settlement agreement was completed on February 20, 2013.

Item 4. Mine Safety Disclosures

This item is not applicable to the Company’s business.

PART II

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

Our common stock is traded on the OTCBB under the symbol “GLHV”.” The following table sets forth the high and low bid information of our common stock on the OTCBB for each quarter during the last two fiscal years, as reported by the OTCBB. This information reflects inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

	High Bid		Low Bid
Year Ended December 31, 2010
First Quarter	$	0.021	$	0.045
Second Quarter		0.0015		0.04
Third Quarter		0.0041		0.025
Fourth Quarter		0.01		0.0025
Year Ended December 31, 2011
First Quarter	$	0.0125	$	0.028
Second Quarter		0.02		0.035
Third Quarter		0.0801		0.066
Fourth Quarter		0.0279		0.0211
Year Ended December 31, 2012
First Quarter	$	0.007	$	0.0059
Second Quarter		0.005		0.004
Third Quarter		0.004		0.004
Fourth Quarter		0.0019		0.0015

Holders

As of May 2 1, 2012, we had ~~113~~120 shareholders of record of our common stock. Our Transfer Agent is Transfer Online, 512 SE Salmon Street, Portland, OR 97214.

Dividends

We do not currently pay any dividends on our common stock, and we currently intend to retain any future earnings for use in our business. Any future determination as to the payment of dividends on our common stock will be at the discretion of the ~~BOD~~ Board and will depend on our earnings, operating and financial condition, capital requirements and other factors deemed relevant by the ~~BOD~~Board, including the General Corporation Law of the State of Delaware. The declaration of dividends on our common stock also may be restricted by the provisions of credit agreements that we may enter into from time to time.

1813

Recent Sales of Unregistered Securities

During ~~2011~~2012, we issued the following securities which were not registered under the Securities Act of 1933, as amended. We did not employ any form of general solicitation or advertising in connection with the offer and sale of the securities described below. In addition, we believe the purchasers of the securities are “accredited investors” for the purpose of Rule 501 of the Securities Act. For these reasons, among others, the offer and sale of the following securities were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act or Regulation D promulgated by the SEC under the Securities Act:

●· During ~~2011~~2012, 510,~~550~~127,~~707~~631 shares of common stock to various note holders to convert outstanding debt obligations valued at approximately $8568,~~026~~835, as follows:

o· On ~~September~~February 128, ~~2011~~2012, the Company converted a note with principal of $16,883 and interest of $1,~~306~~117 into 1,~~285~~800,000 shares of ~~common~~Common ~~stock~~Stock toat ~~convert~~conversion ~~outstanding~~price ~~debt~~of ~~obligations~~$0.01 ~~valued~~per ~~at $18,288~~share.

o· On ~~September~~February 129, ~~2011~~2012, 1the Company converted a note of $18,~~300,~~000 ~~shares~~ of ~~common~~accrued ~~stock~~interest tointo ~~convert~~1,800,000 ~~outstanding~~shares ~~debt~~of ~~obligations~~Common ~~valued~~Stock at conversion price of $~~18,200~~0.01 per share

o· On ~~December~~February 527, ~~2011~~2012, the Company converted a note with principal of $15,030 into 1,~~457~~800,~~222~~000 shares of ~~common~~Common ~~stock~~Stock toat ~~convert~~conversion ~~outstanding~~price ~~debt~~of ~~obligations~~$0.008 ~~valued~~per ~~at $26,230~~share.

o· On ~~December~~March 529, ~~2011~~2012, ~~1,487,200~~the ~~shares~~Company converted a note with principal of ~~common~~$3,049 ~~stock~~and tointerest ~~convert~~of ~~outstanding~~$4,951 ~~debt~~into ~~obligations~~2,000,000 ~~valued~~shares of Common Stock at conversion price of $~~22,308~~0.004 per share.

●· ~~During~~On ~~2011~~May 14, 12012,~~420,000~~ ~~shares~~the Company converted interest of ~~common~~$7,705 ~~stock~~into to2,027,631 ~~third~~shares ~~parties~~of ~~for~~the ~~services~~Company’s ~~valued~~Common Stock at conversion price of $~~338,300~~0.0038 per share.

~~Aside~~· ~~from~~On ~~the~~December ~~above~~5, ~~transactions~~2012, ~~we have not sold any unregistered securities during~~ the ~~last~~Company ~~fiscal~~converted ~~year~~a ~~other~~note ~~than~~with ~~those~~principal ~~previously~~of ~~reported~~$2,100 ininto ~~Quarterly~~2,500,000 ~~Reports~~shares onof ~~Form 10-Q~~Common orStock ~~Current~~at ~~Reports~~conversion onprice ~~Form~~of ~~8-K~~$0.00084 ~~and~~per ~~filed with the SEC~~share.

Securities Authorized For Issuance Under Equity Compensation Plans

Set forth in the table below is information regarding awards made through equity compensation plans, through December 31, 2011.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a)			Weighted- average exercise price of outstanding options, warrants, and rights (b)	Number of securities remaining available for future issuance under equity plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		N/A		N/A		N/A
Equity compensation plans not approved by security holders
2006 Consultant Stock Plan		0	(1)	N/A		0
2007 Equity Incentive Plan		0		N/A		0
2007-1 Equity Incentive Plan		0		N/A		0
2007-2 Equity Incentive Plan		0		N/A		0
2009 Equity Incentive Plan		0		N/A		468,236	(2)

(1) Represents total number of shares of common stock originally authorized for stock grants. The Plan does not authorize stock option grants.

(2) Represents number of shares of common stock authorized but not issued under the S-8 plan. The plan does not authorize stock option grants.

On June 29, 2006, our Board adopted the 2006 Consultant Stock Plan (the “Plan”). The Plan authorizes common stock grants to our employees, officers, directors, consultants, independent contractors, advisors, or other service providers, provided that such services are not in connection with the offer and sale of securities in a capital-raising transaction. We reserved 250,000 shares of our common stock for awards to be made under the Plan. The Plan is to be administered by a committee of one or more members of our Board.

On June 29, 2007, our Board adopted the 2007 Equity Incentive Plan (the “2007 Plan”). The 2007 Plan authorizes common stock grants to our employees, officers, directors, consultants, independent contractors, advisors, or other service providers, provided that such services are not in connection with the offer and sale of securities in a capital-raising transaction. We reserved 300,000 shares of our common stock for awards to be made under the 2007 Plan. The 2007 Plan is be administered by a committee of two or more members of our Board.

On September 28, 2007, our Board adopted the 2007-1 Equity Incentive Plan (the “2007-1 Plan”). The 2007-1 Plan authorizes common stock grants to our employees, officers, directors, consultants, independent contractors, advisors, or other service providers, provided that such services are not in connection with the offer and sale of securities in a capital-raising transaction. We reserved 400,000 shares of our common stock for awards to be made under the 2007-1 Plan. The 2007-1 Plan is to be administered by a committee of two or more members of our Board.

On November 2, 2007, our Board adopted the 2007-2 Equity Incentive Plan (the “2007-2 Plan”). The 2007-2 Plan authorizes common stock grants to our employees, officers, directors, consultants, independent contractors, advisors, or other service providers, provided that such services are not in connection with the offer and sale of securities in a capital-raising transaction. We reserved 400,000 shares of our common stock for awards to be made under the 2007-2 Plan. The 2007-2 Plan is to be administered by a committee of two or more members of our Board.

On March 6, 2009, our Board adopted the 2009 Equity Incentive Plan (the “2009 Plan”). The 2009 Plan authorizes common stock grants to our employees, officers, directors, consultants, independent contractors, advisors, or other service providers, provided that such services are not in connection with the offer and sale of securities in a capital-raising transaction. We reserved 2,000,000 shares of our common stock for awards to be made under the 2009 Plan. The 2009 Plan is to be administered by a committee of two or more members of our Board.

With respect to each of the above Plans, and subject to the provisions of each Plan, the Board and/or committee shall have authority to (a) grant, in its discretion, stock awards; (b) determine in good faith the fair market value of the stock covered by any grant; (c) determine which eligible persons shall receive grants and the number of shares, restrictions, terms and conditions to be included in such grants; (d) construe and interpret the Plans; (e) promulgate, amend and rescind rules and regulations relating to its administration, and correct defects, omissions and inconsistencies in the Plans or any grants; (f) consistent with the Plans and with the consent of the participant, amend any outstanding grant; and (g) make all other determinations necessary or advisable for the Plans’ administration. The interpretation and construction by the Board of any provisions of the Plans shall be conclusive and final.

Item 6. Selected Financial Data.

As a smaller reporting company, we are not required to furnish this information.

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

Overview

~~The~~Prior to 2011, the Company ~~has~~had ~~primarily~~ been primarily engaged in developing, producing and distributing programming for the entertainment industry, including creating music platforms and skilled gaming in the ~~United States (“~~US”) and abroad and vertical social and professional networks. The Company discontinued developing media and entertainment assets and channels. The Company completed phasing out several websites ~~this~~in ~~year~~2011, including www.neurotrash.tv, www.singlefathernetwork.com, ~~and~~ and www.stemcellstalk.com. ~~The Company phased them out since it has shifted its focus to the Company’s recently launched medical tourism web portal.~~ On November 1, 2010, the Company’'s ~~Board~~board of ~~Directors~~directors ~~(“BOD”)~~ and Management decided to change the focus of its business from entertainment and website development to websites dedicated to the facilitation of ~~medical~~ ~~tourism. The Company discontinued operations and maintenance of web destinations that it launched in the last several years and shifted focus to the development of its~~ medical tourism ~~web portal~~. Over the next twelve-month period, we anticipate needing the following operating amounts:

Purpose	Amount
Additional Employees	$	150,000
Marketing and Public Relations Campaigns		635,000
Participation in Industry and Trade Functions		82,000
Ongoing Operations		330,000
Capital needed for convertible notes reaching maturity (unless notes are extended)		885,000
Capital needed for notes payable reaching maturity (unless notes are extended)		1,283,000
Capital needed to pay accounts payable and accrued expenses	$	3,297,000

Purpose	Amount
Additional Employees	$	150,000
Marketing and Public Relations Campaigns	$	635,000
Participation in Industry and Trade Functions	$	82,000
Ongoing Operations	$	330,000
Capital needed for convertible notes reaching maturity (unless notes are extended)	$	865,300
Capital needed for notes payable reaching maturity (unless notes are extended)	$	1,169,652
Capital needed to pay accounts payable and accrued expenses	$	2,790,000

Outside financing will continue to be necessary to meet our anticipated working capital needs for the foreseeable future. Given our current financial position for the immediate future, we expect to operate our current lines of business under strict budgetary constraints to keep operating expenses as low as possible until we are able to raise capital to further implement our medical tourism business. We will attempt to negotiate extensions of our debt obligations or negotiate for the conversion of some or all of our debt into equity; however, we cannot assure our success. We will seek equity or debt financing but we cannot make any assurances that we will close on such financings on terms acceptable to us, if at all.

Outside financing will continue to be necessary to meet our anticipated working capital needs for the foreseeable future. Given our current financial position for the immediate future, we expect to operate our current lines of business under strict budgetary constraints to keep operating expenses as low as possible until new core businesses are acquired. We will attempt to negotiate extensions of our debt obligations or negotiate for the conversion of some or all of our debt into equity; however, we cannot assure our success. We will seek equity or debt financing but we cannot make any assurances that we will close on such financings on terms acceptable to us, if at all.14

~~New~~The Company’s ~~Strategy~~Results of Operations

The ~~Company’s~~ ~~goal~~following iscomparative toanalysis ~~utilize~~on ~~its~~results ~~expertise~~of inoperations ~~web~~was ~~development~~based ~~and~~primarily ~~marketing to create its own platform that will assist patients in finding suitable international healthcare providers that meet their needs. The Company intends to capitalize~~ on the ~~growth~~comparative inaudited ~~this~~financial ~~industry~~statements, ~~through~~footnotes ~~the~~and ~~development~~related ofinformation ~~its~~for ~~own~~the ~~web-based~~periods ~~platform~~identified ~~and~~below ~~by developing relationships with hospitals~~ and ~~health~~should ~~care~~be ~~providers~~read ~~worldwide.~~in ~~The~~conjunction ~~Company has plans to grow organically by partnering~~ with ~~leading hospitals and facilitators in~~ the ~~Medical~~financial ~~Tourism~~statements ~~Industry~~and ~~(“MTI”). The Company is in~~ the ~~midst~~notes ofto ~~developing a platform that increases customer awareness of medical tourism, and offers a broad and complete resource for~~ those ~~seeking~~statements ~~medical treatments abroad. There can be no assurances~~ that ~~the~~are ~~Company~~included ~~will~~elsewhere ~~successfully~~in ~~enter into~~this ~~partnerships with industry leaders~~report.

~~The~~Results ~~Company’s~~of ~~core~~Operations ~~competencies~~for inYear ~~web developing,~~Ended ~~marketing~~December 31, ~~and~~2012 ~~social~~Compared ~~networking will allow it~~ to ~~cost effectively provide information about world-class healthcare services via its medical tourism website which was launched in~~ the ~~second~~Year ~~quarter~~Ended ofDecember 31, 2011.

~~Healthcare Provider Partnerships~~Revenue

~~Management~~Revenue ~~plans~~during tothe ~~develop~~twelve ~~relationships~~months ~~with some~~ended ofDecember ~~the~~31, ~~top~~2012 ~~hospitals~~ and ~~medical~~December ~~facilities~~31, ~~around~~2011 ~~the~~was ~~world,~~$0 and ~~intends~~$0, ~~to provide information concerning health care providers in multiple geographic locations~~respectively. There can be no assurances the Company will successfully create partnerships in any geographic location including the US. There can be no assurances the Company will develop affiliations with hospitals or will attract or provide services to consumers of medical services.

22Operating Expenses

~~Since~~Operating ~~the~~expenses ~~Company’s~~during ~~change in focus toward medical tourism,~~ the ~~Company~~twelve ~~has~~months ~~participated~~ended inDecember ~~many~~31, ~~events~~2012 ~~and~~totaled ~~conferences~~$384,636, inas ~~order~~compared to ~~establish~~operating aexpenses ~~network~~totaling of$1,075,763 ~~potential~~in ~~partners and~~the ~~customers.~~comparable ~~The~~period ~~Company has attended a number of conferences and seminars regarding medical tourism and~~ in ~~turn~~2011. ~~has~~These ~~established relationships~~expenses ~~with~~are ~~hospitals,~~primarily ~~clinics,~~attributable ~~insurance~~accounting ~~providers, travel agents,~~ and ~~other~~attorney ~~facilitators.~~fees,

OnLoss January 31, 2012, the Company announced it began development of a Medical Tourism related smart phone application (“App”). The App is being designed to allow potential patients to select a procedure they may need in the near future, ranging from ~~minor~~Continuing cosmetic surgery to major procedures such as hip replacement. The App will then offer the patient the average cost of the procedure domestically compared to several overseas destinations at accredited hospitals. The patient will have the option to learn more about specific hospitals and other related accommodations through rich content, including medical specialties and videos. If the patient chooses, he will be assigned a case manager to take him through the process of reviewing options and ultimately booking the procedure along with travel and accommodations.Operations

OnOur ~~March~~loss ~~20,~~from ~~2012,~~continuing operations during the ~~Company~~twelve ~~announced a~~months ~~new~~ended ~~data~~December ~~partnership~~31, to2012 ~~provide~~totaled ~~patients~~$686,379, ~~with~~as ~~HIPPA-compliant~~compared ~~records~~to ~~storage.~~a ~~Through~~net anloss ~~exclusive~~from ~~contract~~continuing ~~with~~operations ~~Janus~~of ~~Medical Systems~~$1,837,803 ~~the~~in ~~Company will offer its patients and members~~ the ~~ability~~comparable toperiod ~~store their entire family’s medical records~~ in ~~one secure place~~2011. ~~This~~The ~~new~~decrease ~~service is an extension~~ of ~~the~~$1,151,424 ~~Company’s~~was ~~offerings~~primarily toattributable ~~patients who wish~~ to ~~exercise~~lower ~~more~~expenses ~~control~~from ~~over~~the ~~their healthcare~~phasing ~~options.~~out ~~The~~of ~~software is market-ready and~~ the Company’s ~~expects~~web todevelopment ~~make it available to patients in the second quarter of 2012~~projects.

OnLiquidity March 26, 2012, the Company announced a 24-hour nursing support service scheduled to launch in the second quarter of 2012. The service matches nurses with patients based on their particular ailment or condition. The cost structure and ~~tiered~~Sources support offerings are currently under consideration. The Company expects to offer the service free to current Global Health Voyager members who use the Company for a medical procedure.The Company is also considering creating a new tier of ~~membership for anyone who has not used Global Health Voyager to book a procedure but is considering doing so. Members at this tier of membership would pay a fee for this service.~~Capital

~~Expansion~~Liquidity ~~Plan~~is a measure of a company’s ability to meet potential cash requirements. We have incurred operating losses as of December 31, 2012 with an accumulated deficit of $10.50 million. At December 31, 2012, we had $0 cash and equivalents and a net working capital deficit of $5.46 million.

~~The~~During ~~Company~~the ~~believes~~last ~~the~~four ~~MTI is~~years, ~~fragmented~~both ~~with~~our ~~many~~Company ~~small~~and ~~medical~~our ~~tourism~~wholly ~~companies~~owned ~~which~~subsidiary, ~~serve~~eCast, ~~particular~~have ~~markets~~been ~~and~~dependent ~~specialize~~on inborrowed ~~providing~~or ~~patients healthcare~~invested ~~services~~funds in ~~certain~~order ~~regions~~to ~~and/or~~finance ~~medical~~their ~~procedures~~ongoing operations. ~~This~~As ~~creates~~of anDecember ~~ample~~31, ~~opportunity~~2012, toeCast ~~consolidate~~had ~~many~~$620,000 ~~of these~~in ~~entities~~outstanding asdebt arepresented ~~potential~~by ~~growth~~6% ~~strategy.~~convertible ~~Initially,~~notes ~~the~~while ~~Company~~we ~~plans~~had ~~to grow organically~~$210,338 byin ~~forming~~outstanding ~~partnerships~~debts ~~and agreements~~represented ~~with~~by ~~leaders~~6% inconvertible ~~the MTI~~notes. These ~~partnerships~~notes ~~and~~were ~~agreements~~issued ~~will~~to ~~allow~~two ~~the~~of ~~Company~~our tomajor ~~expand~~stockholders and ~~grow~~are ~~its~~classified ~~network of~~as ~~world-class~~current ~~healthcare~~liabilities ~~providers~~at toDecember ~~its~~31, ~~patients~~2012. ~~There~~During ~~can be no assurances the Company will identify potential acquisition targets~~2012, orwe ~~that~~converted ~~if identified~~$37,062 ~~the~~of ~~Company~~principal ~~will~~under bethese ~~able~~notes to ~~successfully~~the ~~acquire~~Company's ~~such~~common ~~targets~~stock.

23During 2012, we issued unsecured 1% interest bearing promissory notes totaling $50,000 to a third party, $50,000 of which was repaid as of December 31, 2012.

During 2012, we borrowed $2,000 from our President through non-interest bearing notes, of which none was repaid as of December 31, 2012. The Company made payments of principal to its President of $11,661 during 2012 for loans originating in prior years. From non-related parties, we borrowed $154,400 including $25,000 bridge loan and repaid $78,335 during 2012. We anticipate having to continue to borrow funds or obtain additional equity capital to provide our working capital.

The audit report of our independent registered public accounting firm as of and for the year ended December 31, 2012 includes a “going concern” explanation. In the accountant’s opinion, our limited operating history and the accumulated net deficit as of December 31, 2012, raised substantial doubt about our ability to continue as a going concern. We require approximately $5.46 million in capital over the next 12 months to pay off accounts payable and accrued expenses, and convertible notes and notes payable reaching maturity unless we receive additional extensions.

Due to our limited cash flow, operating losses and intangible assets, it is unlikely we could obtain financing through commercial or banking sources. Consequently, we are dependent on continuous cash infusions from our stockholders and other outside sources in order to fund our current operations. If these outside sources are unwilling or unable to provide necessary working capital to us, we would probably not be able to sustain our operations. There is no written agreement or contractual obligation which would require our outside sources to fund our operations up to a certain amount or indeed continue to finance our operations at all. The Global Health Voyager and eCast notes are voluntarily convertible when our or eCast's securities (as the case may be) are trading publicly and the underlying stock of the convertible notes has been registered with the SEC and declared effective. As of December 31, 2012, the Company's and eCast's convertible notes of $950,415 are convertible when the Company's or eCast's securities (as the case may be) are trading publicly and the underlying stock of the convertible notes has been registered with the SEC on a registration statement that has been declared effective. If they remain unpaid, it is mandatory they be converted or paid on the fifth year of their anniversary date. The notes were extended indefinitely by mutual agreement between both parties.

If adequate funds are not otherwise available, management believes its officers and directors will contribute capital amounts necessary to fund our ongoing expenses, however, our officers and directors are under no obligation to do so. If we are unable to pay our debt as it becomes due and are unable to obtain financing on terms acceptable to us, or at all, we will not be able to accomplish any or all of our initiatives and will be forced to consider steps that would protect our assets against our creditors.

Financing

Obtaining outside financing will continue to be necessary to meet the Company’s anticipated working capital needs for the foreseeable future. Given the Company’s current financial position, for the immediate future, we expect to operate the Company’s current lines of business under strict budgetary constraints to keep operating expenses as low as possible. We will attempt to negotiate extensions of the Company’s debt obligations or negotiate for the conversion of some or all of the Company’s debt into equity; however, there can be no assurance that we will be successful.

The Company anticipates cash requirements of approximately $65.046 million in the next 12 months, the bulk of which would be put toward the repayment of notes that will be due and for capital required for launching and promoting the Company. The remainder will be used for marketing and professional services and personnel. We will attempt to raise such funds through private placements of debt and equity throughout the year, but there can be no assurance that we will be successful in such private placements.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources, and that would be considered material to investors.

Liquidity and Sources of Capital

We have incurred operating losses as of December 31, 2011 with an accumulated deficit of $9.60 million. At December 31, 2011, we had $799 of cash and equivalents and a net working capital deficit of $4.77 million.

During the last four years, both our Company and our wholly owned subsidiary, eCast Media Corporation, Inc. (“eCast”), have been dependent on borrowed or invested funds in order to finance their ongoing operations. As of December 31, 2011, eCast had $420,000 in outstanding debt represented by 6% convertible notes while we had $205,600 in outstanding debts represented by 6% convertible notes. These notes were issued to two of our major stockholders and are classified as current liabilities at December 31, 2011. During 2011, we converted $28,200 of principal under these notes to the Company’s common stock.

During 2011, we issued unsecured non-interest bearing promissory notes totaling $41,135 to a third party, $22,000 of which was repaid as of December 31, 2011. In 2011, we repaid $0 in principal on promissory notes originating in prior years.

During 2011, we borrowed $18,877 from our President through non-interest bearing notes, of which none was repaid as of December 31, 2011. The Company made payments of principal to its President of $1,683 during 2011 for loans originating in prior years. From non-related parties, we borrowed $90,000 and repaid none during 2011. We anticipate having to continue to borrow funds or obtain additional equity capital to provide our working capital.

The audit report of our independent registered public accounting firm as of and for the year ended December 31, 2011 includes a “going concern” explanation. In the accountant’s opinion, our limited operating history and the accumulated net deficit as of December 31, 2011, raised substantial doubt about our ability to continue as a going concern. We require approximately $2,790,000 in capital over the next 12 months to pay off accounts payable and accrued expenses, and convertible notes and notes payable reaching maturity, unless we receive additional extensions.

Due to our limited cash flow, operating losses and intangible assets, it is unlikely we could obtain financing through commercial or banking sources. Consequently, we are dependent on continuous cash infusions from our stockholders and other outside sources in order to fund our current operations. If these outside sources are unwilling or unable to provide necessary working capital to us, we would probably not be able to sustain our operations. There is no written agreement or contractual obligation which would require our outside sources to fund our operations up to a certain amount or indeed continue to finance our operations at all. The Global Health Voyager and eCast notes are voluntarily convertible when our or eCast’s securities (as the case may be) are trading publicly and the underlying stock of the convertible notes has been registered with the SEC and declared effective. It is mandatory they be converted or paid on the fifth year of their anniversary date. Thus, current convertible notes in the aggregate amount of $865,300 would be mandatorily converted during 2012 unless they become eligible for conversion prior to that time, or have been extended by the parties. The notes have been extended by mutual agreement between both parties.

Critical Accounting Policies

Revenue Recognition

Revenues are recognized on an accrual basis. Generally, revenues will be recognized when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed and determinable, and collectability is reasonably assured.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

As a smaller reporting company, we are not required to furnish this information.

Item 8. Financial Statements and Supplementary Data.

Our financial statements and related notes are set forth at pages F-1 through F-21 of this Form 10-K.

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

None.

Item 9A. Controls and Procedures

~~DISCLOSURE~~Evaluation ~~CONTROLS~~of ~~AND~~Disclosure ~~PROCEDURES~~Controls and Procedures

~~Under~~We ~~the~~maintain supervision and with the participation of our Management, including our Chief Executive Officer (“CEO”), who is also our acting Chief Financial Officer (“CFO”), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in ~~Rules 13a-15(e) and 15d-15(e) of~~ the Exchange Act) asthat ofare adesigned ~~date~~to asensure ofthat ~~the~~information ~~end~~required ofto ~~the~~be ~~reporting~~disclosed ~~period covered~~ by ~~the~~us ~~Company’s~~in ~~Annual~~reports ~~Report~~that ~~on Form~~we ~~10-K,~~file ~~December~~under ~~31,~~the ~~2011.~~Exchange ~~For~~Act ~~purposes~~is ofrecorded, ~~this section~~processed, ~~the~~summarized ~~term disclosure controls~~ and ~~procedures~~reported ~~means~~as ~~controls~~specified ~~and other~~in ~~procedures~~the ofSEC’s anrules ~~issuer~~and ~~that~~forms ~~are~~and ~~designed to ensure~~ that such information required to be disclosed by ~~the~~us ~~issuer~~ in ~~the~~ reports that itwe ~~files~~file ~~or submits~~ under the Exchange Act is ~~recorded,~~accumulated ~~processed, summarized~~ and ~~reported~~communicated ~~within~~to ~~the~~our ~~time~~management, ~~periods~~including ~~specified in~~our ~~the~~Chief ~~SEC’s~~Executive ~~rules~~Officer ~~and~~("CEO") who ~~forms.~~is ~~Disclosure~~also ~~controls~~our ~~and~~Chief ~~procedures~~Financial ~~include~~Officer ("CFO"), ~~without~~to ~~limitation,~~allow ~~controls~~timely ~~and~~decisions ~~procedures~~regarding ~~designed to~~required ~~ensure~~disclosure. ~~that~~Management, ~~information~~with ~~required~~the toparticipation beof ~~disclosed~~our byCEO and CFO, performed an ~~issuer~~evaluation inof the ~~reports~~effectiveness ~~that~~of itour ~~files~~disclosure orcontrols ~~submits~~and ~~under~~procedures ~~the~~as ~~Exchange~~of ~~Act is~~December ~~accumulated~~31, ~~and~~2012. ~~communicated~~Based toon that evaluation solely as a result of the ~~issuer’s~~material weaknesses discussed below, our management, including ~~its~~our ~~principal~~CEO ~~executive~~ and ~~principal~~CFO, ~~financial~~concluded ~~officers, or~~that ~~persons~~our ~~performing~~disclosure ~~similar~~controls ~~functions,~~and asprocedures ~~appropriate~~were tonot ~~allow~~effective ~~timely~~as ~~decisions~~of ~~regarding~~December ~~required~~31, ~~disclosure~~2012.

~~Based~~A onmaterial ~~such~~weakness ~~evaluation,~~is ~~our~~a ~~CEO and Acting CFO concluded that~~deficiency, asor ofcombination ~~the end~~ of ~~such period~~deficiencies, ~~our~~in ~~disclosure~~internal ~~controls~~control ~~and~~over ~~procedures~~financial ~~are~~reporting ~~not~~such ~~effective~~that inthere ~~recording,~~is ~~processing, summarizing~~a ~~and~~reasonable ~~reporting,~~possibility onthat a ~~timely~~material ~~basis,~~misstatement ~~information~~of ~~required to be disclosed by us in~~ the ~~reports~~company’s ~~that~~annual ~~we file~~ or ~~submit under~~interim ~~the~~financial ~~Exchange~~statements ~~Act~~would ~~and are~~ not ~~effective in ensuring that information required to~~ be ~~disclosed~~prevented ~~by us in the reports that we file~~ or ~~submit~~detected ~~under~~on ~~the~~a ~~Exchange Act is accumulated and communicated to our management, including our CEO and Acting CFO, as appropriate to allow~~ timely ~~decisions regarding required disclosure~~basis.

~~INTERNAL~~The ~~CONTROL~~specific ~~OVER~~material ~~FINANCIAL~~weaknesses ~~REPORTING~~identified by our management were as follows:

~~Management’s~~· ~~Report~~The onlack ~~Internal~~of ~~Control~~ a fully functioning audit committee resulting in ineffective oversight in the establishment and monitoring of required internal controls over ~~Financial~~financial ~~Reporting~~reporting.

· Our ~~Management~~CEO ~~is responsible for establishing~~ and ~~maintaining~~Acting ~~adequate~~CFO ~~internal~~identified ~~control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as~~ a ~~process~~lack ~~designed by, or under the supervision~~ of, ~~the~~sufficient ~~Company’s~~internal ~~principal~~accounting ~~executive~~ and ~~principal~~book ~~financial~~keeping ~~officers~~staff and ~~effected~~accountability. byBecause of the Company’'s ~~Board~~ ofsevere ~~Directors~~cash ~~(“BOD”)~~constraints, ~~Management~~there ~~and~~are ~~other~~no ~~personnel,~~employees toor ~~provide~~contractors ~~reasonable~~dedicated ~~assurance~~solely ~~regarding~~to the ~~reliability of~~functions ~~financial reporting and the preparation~~ of ~~financial~~book ~~statements~~keeping ~~for~~or ~~external purposes in accordance with US GAAP and includes those policies and procedures that:~~accounting.

* Pertain· toThe ~~the~~Company's ~~maintenance~~current ofpersonnel ~~records~~lack ~~that~~sufficient skills, training and experience in ~~reasonable~~the ~~detail~~review ~~accurately~~process ~~and~~in ~~fairly~~order ~~reflect~~to ensure the ~~transactions~~complete and ~~dispositions of~~proper ~~the~~application ~~assets~~ of ~~the~~US ~~Company;~~GAAP.

*· ~~Provide~~We ~~reasonable~~did ~~assurance that~~not ~~transactions~~have ~~are~~formal ~~recorded~~policies asgoverning ~~necessary~~certain toaccounting ~~permit~~transactions ~~preparation~~and of financial ~~statements~~reporting ~~in accordance with US GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company~~processes; ~~and~~

26· We did not obtain attestations by all members of our board of directors, our executive officers and our employees regarding their compliance with our Code of Ethics.

*· ~~Provide~~We ~~reasonable~~did ~~assurance regarding~~not ~~prevention~~perform oradequate ~~timely~~oversight ~~detection~~ of ~~unauthorized~~certain ~~acquisition,~~accounting ~~use~~functions orand ~~disposition~~maintained ofinadequate ~~the~~documentation ~~Company’s~~of ~~assets~~management ~~that~~review ~~could~~and ~~have a~~approval ~~material~~of ~~effect~~accounting ontransactions ~~the~~and financial ~~statements.~~reporting processes; and

~~Because~~· ofWe ~~its~~had ~~inherent limitations, internal control over financial reporting (“ICFR”) may~~ not ~~prevent~~fully orimplemented ~~detect~~certain ~~misstatements.~~control ~~Projections~~activities ofand ~~any~~capabilities ~~evaluation~~included ~~of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes~~ in ~~conditions, or that~~ the ~~degree~~design of ~~compliance~~our ~~with~~financial ~~the policies or procedures may deteriorate~~system. ~~All~~Certain ~~internal~~features ~~control~~of ~~systems,~~our nofinancial ~~matter~~system ~~how~~are ~~well~~ designed, ~~have inherent limitations. Therefore, even those systems determined~~ to beautomate ~~effective~~accounting ~~can~~procedures ~~provide only reasonable assurance with respect to financial statement preparation~~ and ~~presentation.~~transaction ~~Because of the inherent limitations of internal control~~processing, ~~there is a risk that material misstatements may not be prevented~~ or ~~detected on a timely basis by ICFR. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible~~ to ~~design~~enforce ~~into the process safeguards to reduce, though not eliminate, this risk~~controls.

As of December 31, 2011 Management assessed the effectiveness of our ICFR based on the criteria for effective ICFR established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, as of the end of the period covered by this report, such internal controls over financial reporting were not effective to control deficiencies that constituted material weaknesses. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affect our internal controls and that may be considered to be a material weakness. A material weakness is a deficiency, or combination of deficiencies, in ICFR, such that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis.17

The matters involving internal controls over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board included the lack of a fully functioning audit committee resulting in ineffective oversight in the establishment and monitoring of required internal controls over financial reporting. In addition, our CEO and Acting CFO identified a lack of sufficient internal accounting and book keeping staff and accountability. Because of the CompanyManagement’s ~~severe~~Report cash constraints, there are no employees or contractors dedicated solely to the functions of book keeping or accounting. In addition, the Company’s current personnel lack sufficient skills, training and experience in the review process in order to ensure the complete and proper application of US GAAP. In addition, the Company can only afford to retain its outside accountants to review the books and records of the Company on aInternal ~~quarterly~~Control ~~basis~~Over ~~and~~Financial in connection with the annual audit of financial statements, whereas more timely and increased periodic reviews would be beneficial to the Company’s internal controls over financial reporting pending development of an internal accounting staff. These material weaknesses were identified by our CEO and Acting CFO in connection with the review of our financial statements as of December 31, 2011.Reporting

27Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our CEO and CFO, we 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. Based on that evaluation, our management concluded that, due to the material weaknesses described above, our internal control over financial reporting was not effective as of December 31, 2012.

~~Management~~Remediation ~~identified the following internal control deficiencies during its assessment~~ of ~~our~~Material ~~ICFR~~Weaknesses asin ofInternal ~~December~~Control ~~31,~~Over ~~2011:~~Financial Reporting

1. We ~~did~~have ~~not~~made efforts to remediate the material weaknesses described above, but due to our lack of financial resources, our efforts have ~~effective~~been ~~comprehensive~~limited. ~~entity-level~~In our continuing efforts to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, ~~specific~~we plan to initiate, the ~~structure~~following series of ~~our~~measures ~~BOD;~~once we have adequate financial resources:

21. WeIdentify ~~did~~and ~~not~~retain ~~have~~potential ~~formal~~new ~~policies~~directors ~~governing~~for ~~certain~~our ~~accounting~~Board ~~transactions~~with ~~and~~a ~~financial~~goal ~~reporting~~of ~~processes~~having sufficient independent board of directors oversight;

3. We did not obtain attestations by all members of our BOD, our executive officers and our employees regarding their compliance with our Code of Ethics;

4. We did not perform adequate oversight of certain accounting functions and maintained inadequate documentation of management review and approval of accounting transactions and financial reporting processes; and

5. We had not fully implemented certain control activities and capabilities included in the design of our financial system. Certain features of our financial system are designed to automate accounting procedures and transaction processing, or to enforce controls.

In addition, because of the Company’s severe cash constraints, there are no employees or contractors dedicated solely to the functions of book keeping or accounting. In addition, the Company’s current personnel lack sufficient skills, training and experience in the review process in order to ensure the complete and proper application of US GAAP. In addition, the Company can only afford to retain its outside accountants to review the books and records of the Company on a quarterly basis and in connection with the annual audit of financial statements, whereas more timely and increased periodic reviews would be beneficial to the Company’s internal controls over financial reporting pending development of an internal accounting staff. These material weaknesses were identified by our CEO and Acting CFO in connection with the review of our financial statements as of December 31, 2011.

Management’s Remediation Initiatives

We are evaluating remediation tasks for our material weaknesses and deficiencies. We have begun to remediate many of the deficiencies. However, others will require additional people, including adding new directors to our BOD, which may be difficult to do.

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

1. Identify and retain potential new directors for our BOD with a goal of having sufficient independent board of directors oversight;

2.	Establish comprehensive formal general accounting policies and procedures and require employees to sign off on such policies and procedures as documentation of their understanding of and compliance with internal policies;

3.	Require all employees and directors to sign our Code of Ethics on an annual basis and retain the related documentation;

4.	Implement appropriate management oversight and approval activities in certain areas of the Company’s operations, including, but not limited to, employee and consultant expense reimbursements, customer invoicing, and period-end closing processes; and

5.	Centralize our financial reporting system and move all decentralized off-line processes to our new centralized financial reporting system.

Management believes the actions described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. As we work towards improvement of our internal control over financial reporting and implement remediation measures identified above, we may supplement or modify these remediation measures described above.

Our management believes that our disclosure controls and procedures provide a reasonable level of assurance of achieving their objections. Our management does not expect, however, that our disclosure controls and procedures or internal financial controls will prevent all errors or fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Changes in Internal Control over Financial Reporting

There ~~was~~have been no ~~change~~changes in ~~the~~our ~~Company’s ICFR~~internal ~~that~~control ~~occurred~~over financial reporting during the ~~Company’s~~fourth ~~last~~quarter of fiscal ~~quarter~~2012 that has materially affected, or is reasonably likely to materially affect, ~~its~~our ~~ICFR~~internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Set forth below are the names, ages, positions and business experience of our directors and executive officers as of May 915, ~~2012~~2013.

Name	Age	Position
Ali Moussavi	4142	Chief Executive Officer, President, Acting Chief Financial Officer and Chairman of the ~~BOD~~Board of Directors
Christopher Briggs	4142	Director

All directors hold office until the next annual meeting of our shareholders and until their successors have been elected and qualified. Officers serve at the pleasure of the ~~BOD~~Board of Directors.

There are no family relationships among any of our directors, executive officers, or persons nominated or chosen as our directors or executive officers.

Business Experience

Christopher Briggs. Mr. Briggs was appointed Director of the Company, and the Company’s CEO and CFO on June 30, 2003. He resigned from those executive officer positions as of June 30, 2005, but he remains a Director of the Company. From April 2002 to June 2003, Mr. Briggs managed the Company’s office in Montreal, Canada. Prior to joining the Company, Mr. Briggs was employed for over four years as a development executive with Next Entertainment, a TV production company. Mr. Briggs’ international connections will serve in the Company having a presence in the global medical tourism industry.

Ali Moussavi. Mr. Moussavi has been a Director of the Company since April 17, 2001 and Secretary since May 10, 2002. On June 23, 2005, he became the Company’s CEO and acting CFO. He had been a Managing Partner at Astor Capital, a specialty investment banking boutique and asset management firm, since 1998. Astor Capital served corporate clients, in particular emerging and high growth companies, as well as asset management clients, including institutions, mutual funds, banks, and select high net worth individuals and family trusts. Mr. Moussavi is the Vice President of Global Strategy at Universal Detection Technology, Inc. and is a member of the board of directors of Riddle Records, Inc. Mr. Moussavi’s experience in creating online media destinations and connections with medical facilitators is pivotal in the Company’s venture in the medical tourism industry. Mr. Moussavi holds a BA from New York University.

Involvement in Certain Legal Proceedings

Except as set forth below, ~~none~~there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ~~directors or~~ability ~~executive~~and ~~officers~~integrity ~~have~~of any director, executive officer, promoter or control person of the Company during the past ~~ten~~five years:.

● Had any petition under the federal bankruptcy laws or any state insolvency law filed by or against, or had a receiver, fiscal agent, or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;19

● Been convicted in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

● Been the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”), or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type of business practice; or

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

● Been the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any activity described in (i) above, or to be associated with persons engaged in any such activity;

● Been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

● Been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended, or vacated.

● Been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) Any federal or state securities or commodities law or regulation; or

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

● Been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

In 2004, our CEO, Mr. Ali Moussavi, was a registered representative and principal in an NASD registered broker dealer. In November 2004, Mr. Moussavi decided to leave the brokerage business at which time the broker-dealer filed a Form U-5, Uniform Termination Notice for Securities Industry Registration. Contemporaneously therewith, the NASD was conducting its routine examination of the broker-dealer pursuant to which Mr. Moussavi cooperated by responding to the NASD requests for information. Mr. Moussavi and the broker-dealer were never accused of any wrongdoing and after terminating his relationship with the broker-dealer and leaving the brokerage industry, Mr. Moussavi notified the NASD that he no longer would respond to the NASD in a representative capacity of the broker-dealer. Mr. Moussavi was made aware that his actions could be a violation of Rule 8210 and result in a suspension or bar from further registering with a broker dealer. Mr. Moussavi was suspended and barred because he failed to continue to respond to the NASD’s investigation; not because of any substantive securities violation.

In May 2005 and in October 2005, respectively, the NASD notified Mr. Moussavi that he was suspended and subsequently permanently barred from registering with a broker-dealer.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who own more than ten percent of our common stock, to file with the SEC initial reports of ownership, and reports of changes in ownership, of our common stock and other equity securities of ours. Executive officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports that they file. To our knowledge, based solely on a review of the copies of the reports furnished to us, and representations from our executive officers and directors that no other reports were required during the fiscal year ended December 31, ~~2011~~2012, we believe our executive officers, directors and greater than ten percent shareholders of our common stock complied with all Section 16(a) filing requirements applicable to them with the exception of one Form 4 filing by Mr. Moussavi in connection with one compensatory stock option award.

Board Committees

We currently do not have a standing Audit Committee, Compensation Committee, or Nominating Committee. Our entire ~~BOD~~board of directors serves as our Audit Committee, Compensation Committee, and Nominating Committee. We currently do not have an audit committee financial expert within the meaning of the applicable SEC rules as management does not believe one is necessary in light of the Company’s current stage of product development.

Board Oversight in Risk Management

Our Chief Executive Officer also serves as Chairman of the Board of Directors and we do not have a lead director. In the context of risk oversight, 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, such as operational and liquidity risks, that our company faces. Because our Board is comprised solely of members of our management, these individuals are responsible for both the day-to-day management of the risks we face as well as the responsibility for the oversight of risk management.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code”) which is designed to set the standards of business conduct and ethics and help directors and employees resolve ethical issues. The Code applies to all directors and employees, including the CEO and CFO and other persons performing similar functions. The Code covers topics including, but not limited to, conflicts of interest, confidentiality of information, fair dealing with customers, supplies and competitors, and compliance with applicable laws, rules and regulations. The purpose of the Code is to ensure to the greatest possible extent that our business is conducted in a consistently legal and ethical manner. Upon written request to the Company, we will provide a copy of the Code free of charge. Any such request should be directed to the Company at the address set forth on the cover page of this annual report.

Item 11. Executive Compensation

Executive Compensation

The following executive compensation disclosure reflects all compensation awarded to, earned by, or paid to ~~the~~our named executive officers below for the fiscal years ended December 31, ~~2011~~2012 and December 31, ~~2010. The following table summarizes all compensation for fiscal years~~ 2011 ~~and 2010 received by our CEO~~. No other executive officer earned in excess of $100,000 in ~~2011~~2012.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Award ($)		Option Award ($)		Non-Equity Incentive Plan Compensation ($)		Non-qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Ali Moussavi, President, CEO, Acting CFO, and Chairman of the board of directors	2012		150,000		--		--		--		--		--		--		150,000

Ali Moussavi, President, CEO, Acting CFO, and Chairman of the board of directors	2011		150,000		--		--		35,000		--		--		--		185,000

SUMMARY COMPENSATION TABLE
Name and principal position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive PlanCompensation($)		Nonqual -ified Deferred Compen -sation Earnings ($)		All Other Compe- nsation ($)		Total ($)
Ali Moussavi, President, CEO, Acting CFO, and Chairman of the BOD		2010	$	150,000		—		—		35,000		—		—		—	$	185,000
Ali Moussavi, President, CEO, Acting CFO, and Chairman of the BOD		2011	$	150,000		—		—		—		—		—		—	$	150,000

Outstanding Equity Awards at Fiscal Year-End

~~Outstanding~~The ~~Equity~~following ~~Awards~~ table provides information concerning unexercised options and stock awards that have not vested and equity incentive plan awards for each named executive officer outstanding at ~~Fiscal~~December ~~Year~~31, ~~End~~2012.

There are no unexercised options, unvested stock awards, or equity incentive plan awards outstanding for the above named executive officer as of December 31, 2011.

OUTSTANDING EQUITY AWARDS AT 2011 FISCAL YEAR END Option Awards Stock Awards
Name	Number of securities underlying unexercisedoptions Exercisable		Number of securities underlying unexercised options Unexercisable		Equity incentive plan awards: number of securities underlying unexercisedearned option		Option exerciseprice ($)		Option expirationdate		Number of shares or unitsof stock that have not vested		Market value of shares or units of stock thathave not vested ($)		Equity incentiveplan awards: number of unearnedshares, units, or other rights that have not vested		Equity incentive plan awards: market orpayout value of unearned shares, units, or other rights thathave not vested ($)
Ali Moussavi		1,000,000		—		—		0.35		2020		—		—		—		—

Compensation of Directors

No director received compensation during ~~2011~~2012.

Employment Agreements

We have a letter agreement with Christopher Briggs, effective June 30, 2003, pursuant to which he served as our Chief Executive Officer, President, and Director until June 30, 2005. Mr. Briggs received 100,000 shares of the Company’s restricted common stock upon execution of the agreement and was eligible for future issuances of the Company’s common stock as compensation as may be awarded from time to time by the disinterested Directors on the Board. Mr. Briggs is currently a Director, but holds no other positions with the Company.21

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

The following table sets forth information as of ~~April~~May 1913, ~~2012~~2013, relating to the ownership of our common stock, by (i) each person known by us to be the beneficial owner of more than five percent of the outstanding shares of our common stock, (ii) each of our directors and nominees, (iii) each of our named executive officers and (iv) all of our executive officers and directors as a group. Except as may be indicated in the footnotes to the table and subject to applicable community property laws, each person has the sole voting and investment power with respect to the shares owned.

Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned (1)		Percent of Class (1)

Christopher Briggs (2) 616 Milwood Ave. Venice, CA 90921		1,000		*
Ali Moussavi (3) 7800 Oceanus Ave Los Angeles, CA 90046		11,000,000		*
Astor Capital, Inc. (4) 340 N. Camden Drive #302 Beverly Hills, CA 90210		22,899		*
Directors and executive officers as a group (2 persons)		11,023,899		*

Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned (1)		Percent of Class (1)
Christopher Briggs (2) 616 Milwood Ave. Venice, CA 90921		1,000		*
Ali Moussavi (3) 7800 Oceanus Ave Los Angeles, CA 90046		11,000,000		26.32	%
Astor Capital, Inc. (4) 340 N. Camden Drive #302 Beverly Hills, CA 90210		22,899		*
Directors and executive officers as a group (2 persons)		11,023,899		26.32	%
* Less than 1%.

* Less than 1%.

(1) Under Rule 13d-3 under the Exchange Act, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by that person (and only that person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership with respect to the number of shares of our common stock actually outstanding at ~~April~~May 1913, ~~2012~~2013. As of ~~April~~May 1913, ~~2012~~2013, we had 41999,~~792~~861,~~800common~~927 common shares, $.001 par value, outstanding.

(2)	Mr. Briggs serves as a director of the Company.

(3) Mr. Moussavi serves as President, CEO, Acting CFO of the Company, and Chairman of our ~~BOD~~board of directors. The number of shares beneficially owned by Mr. Moussavi includes 10,000,000 shares of common stock presently outstanding, 1,000,000 shares of common stock subject to a stock option and 22,899 shares of common stock owned by Astor Capital, Inc.

(4) Mr. Moussavi served as a Managing Partner of Astor Capital, Inc. from 1995 to November of 2005. Mr. Moussavi does not exercise sole voting power or control over Astor Capital, Inc. and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest in Astor Capital, Inc.

Change In Control

We are not aware of any arrangement that might result in a change in control in the future.

Item 13. Certain Relationships and Related Transactions

Described below are certain transactions or series of transactions since January 1, ~~2010~~2012 between us and our executive officers, directors and the beneficial owners of five percent or more of our common stock, on an as converted basis, and certain persons affiliated with or related to these persons, including family members, in which they had or will have a direct or indirect material interest in an amount that exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, other than compensation arrangements that are otherwise required to be described under “Executive Compensation.”

In ~~2011~~2012, we issued unsecured non-interest bearing promissory notes totaling $182,~~877~~000 to Mr. ~~Ali~~ Moussavi ofand repaid ~~which~~ $011,661 principal ~~was~~to Mr. ~~repaid~~Moussavi during ~~2011~~2012.

35Director Independence

~~DIRECTOR~~Mr. ~~INDEPENDENCE~~Briggs is an independent director as that term is defined by NYSE Rule 303A.02(a). The Company currently does not have a nominating/corporate governance committee or an audit and compensation committee. Of the members of the Company’s board of directors, Mr. Briggs meets the NYSE’s independence standards for members of such committees and Mr. Moussavi and does not meet the NYSE’s independence requirements for members of such committees.

Mr. Briggs is an independent director as that term is defined by NYSE Rule 303A.02(a). The Company currently does not have a nominating/corporate governance committee or an audit and compensation committee. Of the members of the Company’s BOD, Mr. Briggs meets the NYSE’s independence standards for members of such committees and Mr. Moussavi and does not meet the NYSE’s independence requirements for members of such committees.

Item 14. Principal Accountant Fees and Services

Audit Fees

The aggregate fees by Goldman Kurland and Mohidin LLP (“"GKM”), ~~LLP,~~ for the audit and reviews of our financial statements and services normally provided by an accountant in connection with statutory and regulatory filings or engagements for ~~2011~~2012 and ~~2010~~2011, were $48,750 and $48,750, respectively.

Audit-Related Fees

There were no fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements for ~~2011~~ 2012 and ~~2010~~2011, respectively.

Tax Fees

The aggregate fees billed by GKM, ~~LLP~~ for professional services rendered for tax compliance, tax advice and tax planning for the fiscal years ended December 31, ~~2011~~2012 and ~~2010~~2011, were approximately $0 and $0 respectively.

All Other Fees

No other fees were billed by GKM, ~~LLP~~ for ~~the~~2012 ~~fiscal years ended December 31, 2011~~ and ~~2010~~2011.

Prior to engagement, the Board pre-approves all audit or non-audit services performed by the independent auditor.

Item 15. Exhibits

The following documents are filed as part of this Annual Report on Form 10-K:

(a)	Documents filed as a part of this report:

(1)	Financial Statements

The financial statements of Global Health Voyager, Inc. and its subsidiaries for the periods ended December 31, ~~2011~~2012 and ~~2010~~2011 and GKM~~, LLP~~’s report dated May 9 16, ~~2012~~2013.

(2)	Financial Statement Schedules

Not required.

(b)

Exhibits:

Exhibit 2.1	(1)	Stock Exchange Agreement dated April 17, 2001.
Exhibit 3.1	(2)	Certificate of Incorporation, as amended
Exhibit 3.2	(3)	Bylaws dated March 14, 2000.
Exhibit 4.1	(8)	2009 Equity Incentive Plan dated March 6, 2009
Exhibit 4.2	(10)	Form of Common Stock Purchase Warrant
Exhibit 10.1	(7)	Executive Employment Agreement with Ali Moussavi
Exhibit 10.2	(6)	Collaboration Agreement with Sianhome Entertainment
Exhibit 10.3	(9)	Facilitating Agreement with Apollo Hospital Group
Exhibit 10.4	(9)	Facilitating Agreement with Hospital Clinica Biblica of Costa Rica
Exhibit 10.5	(9)	Facilitating Agreement with Assaf Harofeh Medical Center of Israel
Exhibit 10.6	(10)	Amended and Restated Subscription Agreement dated July 28, 2011
Exhibit 10.7	(10)	Form of Convertible Promissory Note
Exhibit 10.8	(2)	Agreement with Deutsche Lufthansa AG
Exhibit 10.9	(2)	Facilitating Agreement with AmeriMed Hospitals of Mexico
Exhibit 10.10	(2)	Facilitating Agreement with Med-International of Israel
Exhibit 10.11	(11)	Asset Purchase Agreement with Healthcare International Networks, LLC dated October 6, 2011
Exhibit 10.12	(11)	Bill of Sale and Assignment Agreement by Healthcare International Networks, LLC dated October 6, 2011
Exhibit 10.13	(11)	Indemnification Agreement with Rudy Rupak dated October 6, 2011
Exhibit 10.14	(11)	Form of Stock Confirmation and Restriction Agreement dated October 2011
Exhibit 10.15	(11)	Non-Competition Agreement with Rudy Rupak dated October 6, 2011
Exhibit 10.16	*	Settlement Agreement and Release dated February 20, 2013
Exhibit 14.1	(4)	Code of Business Conduct and Ethics.
Exhibit 21.1	(5)	List of Subsidiaries.
Exhibit 31.1	*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

3724

Exhibit 10.16	*	Partner Agreement with Janus Medical Systems Pte. dated March 19, 2012
101.INS**		XBRL Instance Document
Exhibit 14.1	(4)	Code of Business Conduct and Ethics.
101.SCH**		XBRL Taxonomy Extension Schema Document
Exhibit 21.1	(5)	List of Subsidiaries.
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 23.1	*	Consent of Independent Registered Public Accounting Firm
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 31.1	*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
Exhibit 32.1	*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document
101.INS	*	XBRL Instance Document
101.SCH	*	XBRL Taxonomy Extension Schema
101.CAL	*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	*	XBRL Taxonomy Extension Definition Linkbase
101.LAB	*	XBRL Taxonomy Extension Label Linkbase
101.PRE	*	XBRL Taxonomy Presentation Linkbase

* Filed herewith.

(1) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 1, 2001.

(2) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2011.

(3) Filed as an exhibit to the Company’s Registration Statement (File No. 333-38322), Amendment No. 1, on Form SB-2/A on August 23, 2000.

(4) Filed as an exhibit to the Company’s Annual Report on Form 10-KSB filed on April 14, 2004.

(5) Filed as an exhibit to the Company’s Annual Report on Form 10-KSB filed on May 19, 2006.

(6) Filed as an exhibit to the Company’s Annual Report on Form 10-KSB filed on April 15, 2010.

(7) Filed as an exhibit to the Company’s Current Report on form 8-K filed on May 15, 2008.

(8) Filed as an exhibit to the Company’s Registration Statement on form S-8 filed on March 6, 2009

(9) Filed as an exhibit to the Company’s Annual Report on Form 10-K filed on April 18, 2011.

(10) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on August 3, 2011.

(11) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on November 3, 2011.

38** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus 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.

SIGNATURES

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

Date: May 9, 2012		GLOBAL HEALTH VOYAGER, INC.
Date: May 16, 2013	GLOBAL HEALTH VOYAGER, INC.
	By:	/s/ Ali Moussavi
		Ali Moussavi, President, Chief Executive
		Ali Moussavi, President and Chief Executive
		Officer and Chairman of the Board of Directors
		Officer

In accordance with 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.

Date: May 9, 2012 /s/ Christopher Briggs Christopher Briggs, Director

Signature	Title	Date

/s/ Ali Moussavi	Chief Executive Officer, Chief Financial Officer and Director	May 16, 2013
Ali Moussavi	(principal executive officer and principal financial and accounting officer)

/s/ Christopher Briggs	Director	May 16, 2013
Christopher Briggs

3926

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Global Health Voyager, Inc. and ~~Subsidiaries~~Subsidiary

Los Angeles, California

We have audited the accompanying consolidated balance sheets of Global Health Voyager, Inc. and ~~Subsidiaries,~~Subsidiary ~~a development stage company~~ (the “Company”), a development stage company, as of December, 31, ~~2011~~2012 and ~~2010~~2011, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years ~~then~~in the two-year period ended December 31, 2012. The cumulative information from inception (June 4, 1999) to December 31, 2006 included in the consolidated statements of operations, stockholders’ deficit and cash flows ~~from inception to December 31, 2011~~ was partially audited by other auditors whose report is presented separately in the Company’s 10-K filing. ~~These~~Global ~~financial statements~~Health ~~are~~Voyager, ~~the~~Inc.’s ~~responsibility~~management ofis ~~the~~responsible ~~Company’s~~for ~~management~~these financial statements. Our responsibility is to express an opinion on these 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 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 financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the ~~consolidated~~ financial position of ~~the~~Global ~~Company~~Health Voyager, Inc. as of December 31, ~~2011~~2012 and ~~2010~~2011, and the results of its operations and its cash flows for each of the years ~~then~~in the two-year period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. Further, in our opinion, based on our audits and the report of other auditors as referred to above, the financial statements fairly present in all material respects the results of the Company’s operations and cash flows for the period from inception (June 4, 1999) to December 31, ~~2011~~2012 in conformity with ~~the~~accounting ~~United~~principles ~~States~~ generally accepted ~~accounting~~in ~~principles~~the United States of America.

The accompanying consolidated financial statements were prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred significant losses from operations, has a working capital deficit and has an accumulated deficit of $~~9,599,729~~10.50 million as of December 31, ~~2011~~2012. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from such uncertainty.

/s/ Goldman Kurland and Mohidin LLP

Goldman Kurland and Mohidin LLP

Encino, California

May 916, ~~2012~~2013

F-1

Global Health Voyager, Inc. and Subsidiaries (A Development Stage Company) Consolidated Balance Sheets

(A Development Stage Company)

	December 31, 2012			December 31, 2011
				(Restated)
ASSETS
CURRENT ASSETS
Cash and equivalents	$	-		$	799
Prepaid expenses		-			6,188

TOTAL ASSETS	$	-		$	6,987

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	590,221		$	580,163
Accrued liabilities		1,442,126			1,241,287
Accrued liabilities, related parties		1,149,195			968,168
Notes payable		1,250,570			1,174,505
Notes payable, related party		34,348			44,010
Convertible notes payable, net of unamortized beneficial conversion feature		880,287			865,300
Accrued litigation settlements		113,178			113,178

TOTAL CURRENT LIABILITIES		5,459,925			4,986,611

LONG TERM LIABILITIES
Convertible notes payable		357,277			336,907

TOTAL LIABILITIES		5,817,202			5,323,518

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value, 5,000,000 shares
authorized; 0 shares issued and outstanding		-			-
Common stock; $0.001 par value; 1,000,000,000 shares
authorized; 52,924,564 and 35,912,800 shares issued and outstanding at December 31, 2012 and 2011		52,924			35,913
Additional paid-in capital		4,628,482			4,459,785
Deficit accumulated during the development stage		(10,498,609	)		(9,812,229	)

TOTAL STOCKHOLDERS' DEFICIT		(5,817,202	)		(5,316,531	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	6,987

Consolidated Balance Sheets

	December 31, 2011			December 31, 2010
ASSETS
CURRENT ASSETS
Cash and equivalents	$	799		$	1
Prepaid Expenses		218,688			6,667
TOTAL ASSETS	$	219,487		$	6,668
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	580,163		$	575,653
Accrued liabilities		883,604			668,421
Accrued liabilities to related parties		1,325,851			1,190,088
Notes payable		1,174,505			1,065,371
Notes payable, related party		44,010			37,216
Convertible notes payable		865,300			907,800
Accrued litigation settlement		113,178			113,178
TOTAL CURRENT LIABILITIES		4,986,611			4,557,727
LONG TERM LIABILITIES
Convertible notes payable		336,907			-
TOTAL LIABILITIES		5,323,518			4,557,727
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding		-			-
Common stock; $0.001 par value; 1,000,000,000 shares authorized; 35,912,800 and 26,542,093 shares issued and outstanding December 31, 2011 and 2010, respectively.		35,913			26,542
Additional paid-in capital		4,459,785			3,396,825
Deficit accumulated during the development stage		(9,599,729	)		(7,974,426	)
TOTAL STOCKHOLDERS’ DEFICIT		(5,104,031	)		(4,551,059	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	219,487		$	6,668

See accompanying notes to consolidated financial statements.

F-2

Global Health Voyager, Inc. and Subsidiaries (A Development Stage Company) Consolidated Statements of Operations

(A Development Stage Company)

	Years Ended						Cumulative from June 4, 1999 (inception) to
	December 31,			December 31,			December 31,
	2012			2011			2012
				(Restated)

REVENUES	$	-		$	-		$	385,997

COSTS AND EXPENSES
General and administrative		384,636			1,075,763			7,632,852
Depreciation and amortization		-			-			132,077
Impairment of film costs		-			-			156,445
Impairment of related party receivables		-			-			35,383
Inventory write-down		-			-			24,820
Loss on litigation settlement		-			-			100,000

TOTAL COSTS AND EXPENSES		384,636			1,075,763			8,081,577

LOSS FROM OPERATIONS		(384,636	)		(1,075,763	)		(7,695,580	)

OTHER INCOME (EXPENSES)
Other income		630			2,353			26,137
Other expense		-			(536,895	)		(536,895	)
Interest expense		(296,878	)		(190,091	)		(1,359,995	)
Interest expense, related party		(4,695	)		(36,607	)		(543,814	)
Loan fees		-			-			(616,000	)
Debt forgiven		-			-			290,595
Legal fees forgiven		-			-			12,296
Provision for common stock subscription receivable		-			-			(91,552	)

TOTAL OTHER EXPENSES, NET		(300,943	)		(761,240	)		(2,819,228	)

LOSS BEFORE PROVISION FOR INCOME TAXES AND NONCONTROLLING INTEREST		(685,579	)		(1,837,003	)		(10,514,808	)

PROVISION FOR INCOME TAXES		800			800			16,800

LOSS BEFORE NON-CONTROLLING INTEREST		(686,379	)		(1,837,803	)		(10,531,608	)

LESS LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		-			-			33,000

NET LOSS ATTRIBUTABLE TO GLOBAL HEALTH VOYAGER, INC. AND SUBSIDIARIES	$	(686,379	)	$	(1,837,803	)	$	(10,498,608	)

NET LOSS PER SHARE BASIC AND DILUTED	$	(0.02	)	$	(0.07	)

WEIGHTED AVERAGE SHARES OUTSTANDING BASIC AND DILUTED		45,477,295			28,158,696

Consolidated Statements of Operations

							Cumulative from
	Years Ended						June 4,
	December 31,			December 31,			1999 (inception) to
	2011			2010			December 31, 2011
REVENUES	$	-		$	-		$	385,997
COSTS AND EXPENSES
General and administrative		863,263			453,056			7,035,716
Depreciation and amortization		-			-			132,077
Impairment of film costs		-			-			156,445
Impairment of related party receivables		-			-			35,383
Inventory write-down		-			-			24,820
Loss on litigation settlement		-			-			100,000
TOTAL COSTS AND EXPENSES		863,263			453,056			7,484,441
LOSS FROM OPERATIONS		(863,263	)		(453,056	)		(7,098,444	)
OTHER INCOME (EXPENSE)
Other income		2,353			-			25,507
Other expense		(536,895	)		-			(536,895	)
Interest expense		(190,091	)		(133,753	)		(1,063,117	)
Interest expense, related party		(36,607	)		(39,851	)		(539,119	)
Loan fees		-			-			(616,000	)
Debt forgiven		-			-			290,595
Legal fees forgiven		-			-			12,296
Provision for common stock subscription receivable		-			-			(91,552	)
TOTAL OTHER EXPENSE, NET		(761,240	)		(173,604	)		(2,518,285	)
LOSS BEFORE PROVISION FOR INCOME TAXES AND NONCONTROLLING INTEREST		(1,624,503	)		(626,660	)		(9,616,729	)
PROVISION FOR INCOME TAXES		800			800			16,000
LOSS BEFORE NON-CONTROLLING INTEREST		(1,625,303	)		(627,460	)		(9,632,729	)
LESS: LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		-			-			33,000
NET LOSS ATTRIBUTABLE TO GLOBAL HEALTH VOYAGER, INC. AND SUBSIDIARIES	$	(1,625,303	)	$	(627,460	)	$	(9,599,729	)
NET (LOSS) PER SHARE:
BASIC AND DILUTED	$	(0.06	)	$	(0.02	)
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC AND DILUTED		28,158,696			25,874,350

See accompanying notes to consolidated financial statements.

F-3

Global Health Voyager, Inc. and Subsidiaries (A Development Stage Company) Consolidated Statements of Stockholders' Deficit For the Period From June 4, 1999 (Inception) to December 31, 2012

(A Development Stage Company)

											Deficit
								Common			Accumulated
					Additional			Stock			During the
	Common Stock				Paid-in			Subscription			Development			Deferred
	Shares		Amount		Capital			Receivable			Stage			Compensation		Total

Balance at June 4, 1999 (inception)		-	$	-	$	-		$	-		$	-		$	-	$	-

Stock sales		176,189		176		244,824			(10,000	)		-			-		235,000
Net loss for the period from June 4, 1999 (inception)
to December 31, 1999		-		-		-			-			(65,583	)		-		(65,583	)

Balance at December 31, 1999		176,189		176		244,824			(10,000	)		(65,583	)		-		169,417

Payment received on stock sale - February 1, 2000		-		-		-			10,000			-			-		10,000
Stock sales		56,611		57		449,943			-			-			-		450,000
Net loss		-		-		-			-			(810,463	)		-		(810,463	)

Balance at December 31, 2000		232,800		233		694,767			-			(876,046	)		-		(181,046	)

Stock sales		7,200		7		69,475			(69,482	)		-			-		-
Reorganization of NT Media - April 17, 2001		60,000		60		(60	)		-			-			-		-
Issuance of stock options - August 30, 2001		-		-		19,500			-			-			-		19,500
Net loss		-		-		-			-			(972,048	)		-		(972,048	)

Balance at December 31, 2001		300,000		300		783,682			(69,482	)		(1,848,094	)		-		(1,133,594	)

Net loss		-		-		-			-			(354,279	)		-		(354,279	)

Balance at December 31, 2002		300,000		300		783,682			(69,482	)		(2,202,373	)		-		(1,487,873	)

Stock sales		66,478		66		383,341			-			-			-		383,407
Offering costs		-		-		(48,476	)		-			-			-		(48,476	)
Stock issued for services - July 2, 2003 at $25.00 per share		1,000		1		24,999			-			-			-		25,000
Net loss		-		-		-			-			(307,679	)		-		(307,679	)

Balance at December 31, 2003		367,478		367		1,143,546			(69,482	)		(2,510,052	)		-		(1,435,621	)

Stock sales		6,042		6		127,866			-			-			-		127,872
Offering costs		-		-		(13,188	)		-			-			-		(13,188	)
Stock issued for loan fees - June 18, 2004 at $56.40 per share		7,500		8		422,992			-			-			-		423,000
Stock issued for services		2,100		2		188,498			-			-			-		188,500
Issuance of warrants for services - August 10, 2004		-		-		40,870			-			-			-		40,870
Net loss		-		-		-			-			(1,447,749	)		-		(1,447,749	)

Balance at December 31, 2004		383,120		383		1,910,584			(69,482	)		(3,957,801	)		-		(2,116,316	)

Stock sales - July 13, 2005 at $25.00 per share		1,915		2		47,873			-			-			-		47,875
Offering costs		-		-		(4,786	)		-			-			-		(4,786	)
Net loss		-		-		-			-			(509,623	)		-		(509,623	)

Consolidated Statements of Cash Flows

							Cumulative from
	Years Ended						June 4,
	December 31,			December 31,			1999 (inception) to
	2011			2010			December 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss before non-controlling interest	$	(1,625,303	)	$	(627,460	)	$	(9,632,729	)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for prepayment		73,732			-			73,732
Amortized interest on warrants		3,017			-			3,017
Depreciation and amortization		-			-			132,077
Impairment loss		-			-			336,773
Inventory write-down		-			-			24,820
Impairment of related party receivables		-			-			35,383
Operating expenses paid by reducing note receivable		-			-			10,000
Stock issued for services		434,300			32,294			1,408,937
Deferred compensation		-			-			10,417
Stock issued for loan fees		-			-			423,000
Stock options issued for services		-			-			60,370
Debts forgiven		-			-			(302,891	)
Provision for common stock subscription receivable		-			-			89,468
Amount attributable to non-controlling interest		-			-			33,000
Beneficial conversion of debt and accrued interest		536,895			-			770,275
Changes in assets and liabilities:
Interest receivable		-			-			(19,986	)
Inventory		-			-			(24,820	)
Prepaid Expenses		(285,753	)		(6,667	)		(292,420	)
Other assets		-			-			(24,000	)
Litigation settlement		-			-			100,000
Accounts payable and accrued expenses		219,694			179,997			1,834,313
Accrued expenses, related party		178,289			189,851			1,324,954
Net cash (used in) operating activities		(465,129	)		(231,984	)		(3,626,310	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Notes receivable from officer		-			-			(45,048	)
Collection of notes receivable from officer		-			-			35,048
Notes receivable, related parties		-			-			(50,000	)
Collection of notes receivable, related parties		-			-			50,000
Investment in property and equipment		-			-			(18,879	)
Investment in film costs		-			-			(133,005	)
Investment in web site development costs		-			-			(292,968	)
Net cash (used in) investing activities		-			-			(454,852	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		-			-			1,254,154
Payment of offering costs		-			-			(66,450	)
Proceeds from notes payable		115,134			217,000			1,562,172
Proceeds from notes payable, related party		18,877			37,939			686,496
Payments of notes payable		-			-			(201,916	)
Payments of notes payable, related party		(18,084	)		(23,540	)		(420,296	)
Proceeds from issuance of convertible notes		350,000			-			1,267,800
Net cash provided by financing activities		465,927			231,399			4,081,960
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		798			(585	)		798
CASH AND EQUIVALENTS,
Beginning of period		1			586			-
CASH AND EQUIVALENTS,
End of period	$	799		$	1		$	798
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest paid	$	-		$	-		$	21,511
Income taxes paid	$	-		$	-		$	4,000
NONCASH FINANCING ACTIVITIES:
Beneficial conversion of debt and accrued interest	$	536,895		$	-		$	770,275
Stock issued for services	$	434,300		$	32,294		$	1,408,937
Stock issued for loan fees	$	-		$	-		$	423,000
Stock options issued for services	$	-		$	-		$	60,370

See accompanying notes to consolidated financial statements.

F-4

Global Health Voyager, Inc. and Subsidiaries

Balance at December 31, 2005	385,035	385	1,953,671	(69,482	)	(4,467,424	)	-		(2,582,850	)

Stock issue for services	220,000	220	251,700	-		-		-		251,920
Stock issue for conversion of bridge notes - June 16, 2006 at $0.71 per share	76,056	76	53,924	-		-		-		54,000
Subscription Receivable Write-off	-	-	-	69,482		-		-		69,482
Deferred stock-based compensation	-	-	-	-		-		(10,417	)	(10,417	)
Net loss	-	-	-	-		(729,496	)	-		(729,496	)

Balance at December 31, 2006	681,091	681	2,259,295	-		(5,196,920	)	(10,417	)	(2,947,361	)

Stock issue for services	632,892	633	425,397	-		-		-		426,030
Deferred stock-based compensation	-	-	-	-		-		10,417		10,417
Conversion of accrued interest on notes	1,314,105	1,314	93,936	-		-		-		95,250
Beneficial conversion of accrued interest	-	-	110,036	-		-		-		110,036
Net loss	-	-	-	-		(965,746	)	-		(965,746	)

Balance at December 31, 2007	2,628,088	2,628	2,888,664	-		(6,162,666	)	-		(3,271,374	)

Stock issue for conversion of convertible notes	1,000,000	1,000	9,000	-		-		-		10,000
Stock issue for conversion of bridge notes	1,550,000	1,550	13,950	-		-		-		15,500
Stock issue for services	710,455	710	21,850	-		-		-		22,560
Beneficial conversion of debt	-	-	11,250	-		-		-		11,250
Other	341	-	-	-		-		-		-
Net loss	-	-	-	-		(463,514	)	-		(463,514	)

Balance at December 31, 2008	5,888,884	5,888	2,944,714	-		(6,626,180	)	-		(3,675,578	)

Stock issue for services - January 22, 2009 at $.05 per share	1,100,000	1,100	53,900	-		-		-		55,000
Stock issue for services - April 7, 2009 at $0.01 per share	500,000	500	4,500	-		-		-		5,000
Stock issue for conversion of bridge notes - January 22, 2009 at $0.02 per share	400,000	400	7,600	-		-		-		8,000
Stock issue for conversion of notes payable - January 22, 2009 at $0.02 per share	1,600,000	1,600	30,400	-		-		-		32,000
Stock issue for conversion of notes payable - January 30, 2009 at $0.02 per share	200,000	200	3,800	-		-		-		4,000
Stock issue for conversion of notes payable - April 7, 2009 at $0.02 per share	400,000	400	7,600	-		-		-		8,000
Stock issue for conversion of notes payable - June 22, 2009 at $0.0042 per share	476,190	476	1,524	-		-		-		2,000
Stock issue for conversion of notes payable - July 15, 2009 at $0.0027 per share	481,481	482	818	-		-		-		1,300
Stock issue for conversion of notes payable - July 30, 2009 at $0.0046 per share	478,261	478	1,722	-		-		-		2,200
Stock issue for conversion of notes payable - August 11, 2009 at $0.02 per share	312,500	313	5,937	-		-		-		6,250
Stock issue for conversion of notes payable - August 18, 2009 at $0.0046 per share	479,540	480	3,270	-		-		-		3,750
Stock issue for conversion of notes payable - August 27, 2009 at $0.02 per share	10,000,000	10,000	140,000	-		-		-		150,000
Stock issue for conversion of notes payable - August 28, 2009 at $0.00784 per share	510,204	510	3,490	-		-		-		4,000
Stock issue for conversion of notes payable - September 14, 2009 at $0.00871 per share	459,252	459	3,541	-		-		-		4,000
Stock issue for conversion of notes payable - October 12, 2009 at $0.0083 per share	481,928	482	3,518	-		-		-		4,000
Stock issue for conversion of notes payable - October 22, 2009 at $0.0255 per share	236,264	236	5,764	-		-		-		6,000
Stock issue for conversion of notes payable - October 26, 2009 at $0.03 per share	1,120,000	1,120	31,880	-		-		-		33,000
Stock issue for conversion of notes payable - November 11, 2009 at $0.0103 per share	55,825	56	5,694	-		-		-		5,750
Beneficial conversion of debt	-	-	106,221	-		-		-		106,221
Net loss	-	-	-	-		(720,786	)	-		(720,786	)

(A Development Stage Company)

Consolidated Statements of Stockholders’ Deficit

For the Period From June 4, 1999 (inception) to December 31, 2011

											Deficit
								Common			accumulated
					Additional			Stock			during the
	Common stock				paid-in			Subscription			development			Deferred
	Shares		Amount		capital			Receivable			stage			Compensation			Total
Balance at June 4, 1999 (inception)		-	$	-	$	-		$	-		$	-		$	-		$	-
Stock sales		176,189		176		244,824			(10,000	)		-			-			235,000
Net loss for the period from June 4, 1999 (inception) to December 31, 1999		-		-		-			-			(65,583	)		-			(65,583	)
Balance at December 31, 1999		176,189		176		244,824			(10,000	)		(65,583	)		-			169,417
Payment received on stock sale - February 1, 2000		-		-		-			10,000			-			-			10,000
Stock sales		56,611		57		449,943			-			-			-			450,000
Net loss		-		-		-			-			(810,463	)		-			(810,463	)
Balance at December 31, 2000		232,800		233		694,767			-			(876,046	)		-			(181,046	)
Stock sales		7,200		7		69,475			(69,482	)		-			-			-
Reorganization of NT Media - April 17, 2001		60,000		60		(60	)		-			-			-			-
Issuance of stock options - August 30, 2001		-		-		19,500			-			-			-			19,500
Net loss		-		-		-			-			(972,048	)		-			(972,048	)
Balance at December 31, 2001		300,000		300		783,682			(69,482	)		(1,848,094	)		-			(1,133,594	)
Net loss		-		-		-			-			(354,279	)		-			(354,279	)
Balance at December 31, 2002		300,000		300		783,682			(69,482	)		(2,202,373	)		-			(1,487,873	)
Stock sales		66,478		66		383,341			-			-			-			383,407
Offering costs		-		-		(48,476	)		-			-			-			(48,476	)
Stock issued for services - July 2, 2003 at $25.00 per share		1,000		1		24,999			-			-			-			25,000
Net loss		-		-		-			-			(307,679	)		-			(307,679	)
Balance at December 31, 2003		367,478		367		1,143,546			(69,482	)		(2,510,052	)		-			(1,435,621	)
Stock sales		6,042		6		127,866			-			-			-			127,872
Offering costs		-		-		(13,188	)		-			-			-			(13,188	)
Stock issued for loan fees - June 18, 2004 at $56.40 per share		7,500		8		422,992			-			-			-			423,000
Stock issued for services		2,100		2		188,498			-			-			-			188,500
Issuance of warrants for services - August 10, 2004		-		-		40,870			-			-			-			40,870
Net loss		-		-		-			-			(1,447,749	)		-			(1,447,749	)
Balance at December 31, 2004		383,120		383		1,910,584			(69,482	)		(3,957,801	)		-			(2,116,316	)
Stock sales - July 13, 2005 at $25.00 per share		1,915		2		47,873			-			-			-			47,875
Offering costs		-		-		(4,786	)		-			-			-			(4,786	)
Net loss		-		-		-			-			(509,623	)		-			(509,623	)
Balance at December 31, 2005		385,035		385		1,953,671			(69,482	)		(4,467,424	)		-			(2,582,850	)
Stock issue for services		220,000		220		251,700			-			-			-			251,920
Stock issue for conversion of bridge notes - June 16, 2006 at $0.71 per share		76,056		76		53,924			-			-			-			54,000
Subscription Receivable Write-off		-		-		-			69,482			-			-			69,482
Deferred stock-based compensation		-		-		-			-			-			(10,417	)		(10,417	)
Net loss		-		-		-			-			(729,496	)		-			(729,496	)
Balance at December 31, 2006		681,091		681		2,259,295			-			(5,196,920	)		(10,417	)		(2,947,361	)
Stock issue for services		632,892		633		425,397			-			-			-			426,030
Deferred stock-based compensation		-		-		-			-			-			10,417			10,417
Conversion of accrued interest on notes		1,314,105		1,314		93,936			-			-			-			95,250
Beneficial conversion of accrued interest		-		-		110,036			-			-			-			110,036
Net loss		-		-		-			-			(965,746	)		-			(965,746	)
Balance at December 31, 2007		2,628,088		2,628		2,888,664			-			(6,162,666	)		-			(3,271,374	)
Stock issue for conversion of convertible notes		1,000,000		1,000		9,000			-			-			-			10,000
Stock issue for conversion of bridge notes		1,550,000		1,550		13,950			-			-			-			15,500
Stock issue for services		710,455		710		21,850			-			-			-			22,560
Beneficial conversion of debt		-		-		11,250			-			-			-			11,250
Other		341		-		-			-			-			-			-
Net loss		-		-		-			-			(463,514	)		-			(463,514	)
Balance at December 31, 2008		5,888,884		5,888		2,944,714			-			(6,626,180	)		-			(3,675,578	)
Stock issue for services - January 22, 2009 at $.05 per share		1,100,000		1,100		53,900			-			-			-			55,000
Stock issue for services - April 7, 2009 at $0.01 per share		500,000		500		4,500			-			-			-			5,000
Stock issue for conversion of bridge notes - January 22, 2009 at $0.02 per share		400,000		400		7,600			-			-			-			8,000
Stock issue for conversion of notes payable - January 22, 2009 at $0.02 per share		1,600,000		1,600		30,400			-			-			-			32,000
Stock issue for conversion of notes payable - January 30, 2009 at $0.02 per share		200,000		200		3,800			-			-			-			4,000
Stock issue for conversion of notes payable - April 7, 2009 at $0.02 per share		400,000		400		7,600			-			-			-			8,000
Stock issue for conversion of notes payable - June 22, 2009 at $0.0042 per share		476,190		476		1,524			-			-			-			2,000
Stock issue for conversion of notes payable - July 15, 2009 at $0.0027 per share		481,481		482		818			-			-			-			1,300
Stock issue for conversion of notes payable - July 30, 2009 at $0.0046 per share		478,261		478		1,722			-			-			-			2,200
Stock issue for conversion of notes payable - August 11, 2009 at $0.02 per share		312,500		313		5,937			-			-			-			6,250
Stock issue for conversion of notes payable - August 18, 2009 at $0.0046 per share		479,540		480		3,270			-			-			-			3,750
Stock issue for conversion of notes payable - August 27, 2009 at $0.02 per share		10,000,000		10,000		140,000			-			-			-			150,000
Stock issue for conversion of notes payable - August 28, 2009 at $0.00784 per share		510,204		510		3,490			-			-			-			4,000
Stock issue for conversion of notes payable - September 14, 2009 at $0.00871 per share		459,252		459		3,541			-			-			-			4,000
Stock issue for conversion of notes payable - October 12, 2009 at $0.0083 per share		481,928		482		3,518			-			-			-			4,000
Stock issue for conversion of notes payable - October 22, 2009 at $0.0255 per share		236,264		236		5,764			-			-			-			6,000
Stock issue for conversion of notes payable - October 26, 2009 at $0.03 per share		1,120,000		1,120		31,880			-			-			-			33,000
Stock issue for conversion of notes payable - November 11, 2009 at $0.0103 per share		55,825		56		5,694			-			-			-			5,750
Beneficial conversion of debt		-		-		106,221			-			-			-			106,221
Net loss		-		-		-			-			(720,786	)		-			(720,786	)
Balance at December 31, 2009		25,180,329		25,180		3,365,893			-			(7,346,966	)		-			(3,955,893	)
Stock issue for services - May 14, 2010 at $0.025 per share		1,011,764		1,012		24,282			-			-			-			25,294
Stock issue for services - Nov 3, 2010 at $0.02 per share		350,000		350		6,650			-			-			-			7,000
Net loss		-		-		-			-			(627,460	)		-			(627,460	)
Balance at December 31, 2010		26,542,093		26,542		3,396,825			-			(7,974,426	)		-			(4,551,059	)
Stock issue for services - June 12,2011 at $0.045		300,000		300		13,200			-			-			-			13,500
Issuance of warrants attached to debt - May 2011		-		-		6,904			-			-			-			6,904
Issuance of warrants attached to debt - May 2011		-		-		9,206			-			-			-			9,206
Stock issue for conversion of notes payable - September 13, 2011 at $0.014 per share		1,306,285		1,306		16,982			-			-			-			18,288
Stock issue for conversion of notes payable - September 13, 2011 at $0.22 per share		1,300,000		1,300		16,900			-			-			-			18,200
Stock issue for services - September 21, 2011 at $0.29 per share		60,000		60		17,340			-			-			-			17,400
Stock issue for services - September 21, 2011 at $0.29 per share		60,000		60		17,340			-			-			-			17,400
Stock issue for services - September 21, 2011 at $0.29 per share		25,000		25		7,225			-			-			-			7,250
Stock issue for services - September 21, 2011 at $0.29 per share		25,000		25		7,225			-			-			-			7,250
Stock issue for services - September 23, 2011 at $0.1601 per share		950,000		950		274,550			-			-			-			275,500
Stock issue for conversion of notes payable - December 5, 2011 at $0.018 per share		1,457,222		1,457		24,773			-			-			-			26,230
Stock issue for conversion of notes payable - December 5, 2011 at $0.015 per share		1,487,200		1,487		20,821			-			-			-			22,308
Stock issue for services - December 7, 2011 at $0.04 per share		700,000		700		27,300			-			-			-			28,000
Stock issue for services - December 7, 2011 at $0.04 per share		400,000		400		15,600			-			-			-			16,000
Stock issue for services - December 7, 2011 at $0.04 per share		600,000		600		23,400			-			-			-			24,000
Stock issue for services - December 7, 2011 at $0.04 per share		700,000		700		27,300			-			-			-			28,000
Beneficial conversion of debt		-		-		536,895			-			-			-			536,895
Net loss		-		-		-			-			(1,625,303	)		-			(1,625,303	)
Balance at December 31, 2011		35,912,800	$	35,913	$	4,459,785		$	-		$	(9,599,729	)	$	-		$	(5,104,031	)

See accompanying notes to consolidated financial statements.

F-5

Balance at December 31, 2009	25,180,329		25,180		3,365,893			-		(7,346,966	)		-		(3,955,893	)

Stock issue for services - May 14, 2010 at $0.025 per share	1,011,764		1,012		24,282			-		-			-		25,294
Stock issue for services - Nov 3, 2010 at $0.02 per share	350,000		350		6,650			-		-			-		7,000
Net loss	-		-		-			-		(627,460	)		-		(627,460	)

Balance at December 31, 2010	26,542,093		26,542		3,396,825			-		(7,974,426	)		-		(4,551,059	)

Stock issue for services - June 12,2011 at $0.045	300,000		300		13,200			-		-			-		13,500
Issuance of warrants attached to debt - May 2011	-		-		6,904			-		-			-		6,904
Issuance of warrants attached to debt - May 2011	-		-		9,206			-		-			-		9,206
Stock issue for conversion of notes payable - September 13, 2011 at $0.014 per share	1,306,285		1,306		16,982			-		-			-		18,288
Stock issue for conversion of notes payable - September 13, 2011 at $0.22 per share	1,300,000		1,300		16,900			-		-			-		18,200
Beneficial conversion of debt	-		-		536,895			-		-			-		536,895
Stock issue for services - September 21, 2011 at $0.29 per share	60,000		60		17,340			-		-			-		17,400
Stock issue for services - September 21, 2011 at $0.29 per share	60,000		60		17,340			-		-			-		17,400
Stock issue for services - September 21, 2011 at $0.29 per share	25,000		25		7,225			-		-			-		7,250
Stock issue for services - September 21, 2011 at $0.29 per share	25,000		25		7,225			-		-			-		7,250
Stock issue for services - September 23, 2011 at $0.1601 per share	950,000		950		274,550			-		-			-		275,500
Stock issue for conversion of notes payable - December 5, 2011 at $0.018 per share	1,457,222		1,457		24,773			-		-			-		26,230
Stock issue for conversion of notes payable - December 5, 2011 at $0.015 per share	1,487,200		1,487		20,821			-		-			-		22,308
Stock issue for services - December 7, 2011 at $0.04 per share	700,000		700		27,300			-		-			-		28,000
Stock issue for services - December 7, 2011 at $0.04 per share	400,000		400		15,600			-		-			-		16,000
Stock issue for services - December 7, 2011 at $0.04 per share	600,000		600		23,400			-		-			-		24,000
Stock issue for services - December 7, 2011 at $0.04 per share	700,000		700		27,300			-		-			-		28,000
Net loss	-		-		-			-		(1,837,803	)		-		(1,837,803	)

Balance at December 31, 2011	35,912,800		35,913		4,459,785			-		(9,812,229	)		-		(5,316,531	)

Stock issue for services - January 27, 2012 at $0.035 per share	480,000		480		16,320			-		-			-		16,800
Stock issue for conversion of notes payable - February 8, 2012 at $0.01 per share	1,800,000		1,800		16,200			-		-			-		18,000
Stock issue for conversion of notes payable - February 9, 2012 at $0.01 per share	1,800,000		1,800		16,200			-		-			-		18,000
Stock issue for conversion of notes payable - February 27, 2012 at $0.008 per share	1,800,000		1,800		12,600			-		-			-		14,400
Stock issue for conversion of notes payable - March 29, 2012 at $0.004 per share	2,000,000		2,000		6,000			-		-			-		8,000
Stock issue for conversion of notes payable - May 14, 2012 at $0.0038 per share	2,027,632		2,027		5,678			-		-			-		7,705
Stock issue for services - July 2, 2012 at $0.00297 per share	1,344,000		1,344		2,656			-		-			-		4,000
Stock issue for services - October 12, 2012 at $0.00368 per share	3,260,132		3,260		8,740			-		-			-		12,000
Stock issue for conversion of notes payable - December 5, 2012 at $0.00084 per share	2,500,000		2,500		(400	)		-		-			-		2,100
Beneficial conversion of convertible debts	-		-		84,703			-		-			-		84,703
Net loss	-		-		-			-		(686,379	)		-		(686,379	)

Balance at December 31, 2012	52,924,564	$	52,924	$	4,628,482		$	-	$	(10,498,608	)	$	-	$	(5,817,202	)

See accompanying notes to consolidated financial statements.

F-6

Global Health Voyager, Inc. and Subsidiaries

(A Development Stage Company)

Consolidated Statements of Cash Flows

	Years Ended						Cumulative from June 4, 1999 (inception) to
	December 31,			December 31,			December 31,
	2012			2011			2012
				(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss before non-controlling interest	$	(686,379	)	$	(1,837,803	)	$	(10,531,608	)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for prepayment		-			73,732			73,732
Gain on conversion of notes		(630	)		-			(630	)
Amortized interest on warrants		5,370			3,017			8,387
Depreciation and amortization		-			-			132,077
Impairment loss		-			-			336,773
Inventory write-down		-			-			24,820
Impairment of related party receivables		-			-			35,383
Operating expenses paid by reducing note receivable		-			-			10,000
Stock issued for services		32,800			434,300			1,441,737
Deferred compensation		-			-			10,417
Stock issued for loan fees		-			-			423,000
Stock options issued for services		-			-			60,370
Debts forgiven		-			-			(302,891	)
Provision for common stock subscription receivable		-			-			89,468
Amount attributable to non-controlling interest		-			-			33,000
Beneficial conversion of debt and accrued interest		60,753			536,895			831,028
Changes in assets and liabilities:
Interest receivable		-			-			(19,986	)
Inventory		-			-			(24,820	)
Prepaid expenses		6,188			(73,253	)		(73,732	)
Other assets		-			-			(24,000	)
Accrued litigation settlements		-			-			100,000
Accounts payable and accrued expenses		242,668			219,694			2,076,981
Accrued expenses, related parties		181,027			178,289			1,505,981

Net cash used in operating activities		(158,203	)		(465,129	)		(3,784,513	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Notes receivable from officer		-			-			(45,048	)
Collection of notes receivable from officer		-			-			35,048
Notes receivable, related parties		-			-			(50,000	)
Collection of notes receivable, related parties		-			-			50,000
Investment in property and equipment		-			-			(18,879	)
Investment in film costs		-			-			(133,005	)
Investment in web site development costs		-			-			(292,968	)

Net cash used in investing activities		-			-			(454,852	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		-			-			1,254,154
Payment of offering costs		-			-			(66,450	)
Proceeds from notes payable		154,400			115,134			1,716,572
Proceeds from notes payable, related party		2,000			18,877			688,496
Payments of notes payable		(78,335	)		-			(280,251	)
Payments of notes payable, related party		(11,661	)		(18,084	)		(431,956	)
Proceeds from issuance of convertible notes		91,000			350,000			1,358,800

Net cash provided by financing activities		157,404			465,927			4,239,365

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		(799	)		798			-

CASH AND EQUIVALENTS,
Beginning of year		799			1			-
CASH AND EQUIVALENTS,
End of year	$	-		$	799		$	-

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest paid	$	1,873		$	-		$	23,384
Income taxes paid	$	-		$	-		$	4,000

NONCASH FINANCING ACTIVITIES:
Beneficial conversion of debts and accrued interest	$	84,703		$	536,895		$	854,978
Stock issued for services	$	32,800		$	434,300		$	1,441,737
Stock issued for loan fees	$	-		$	-		$	423,000
Stock options issued for services	$	-		$	-		$	60,370

See accompanying notes to consolidated financial statements.

F-7

GLOBAL HEALTH VOYAGER, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012 ~~and~~AND ~~2010~~2011

AND FROM INCEPTION TO DECEMBER 31, 2011

NOTE 1. NATURE OF BUSINESS

NT Media Corp. of California, Inc. (“NT Media”) was incorporated in the State of Delaware on March 14, 2000. On April 17, 2001, in connection with a ~~sock~~stock exchange ~~agreement~~, NT Media acquired 100% of the outstanding stock of eCast Media Corporation, Inc. (“eCast”).

eCast was a production, aggregation, and distribution company, of on-and-offline content, the management of on-and-offline talent and literary clients, and strategic consulting services. Due to losses and continued inability to generate significant revenue, the Company suspended eCast in 2001.

On November 1, 2010, NT Media’s Board of Directors (“BOD”) and management decided to change ~~their~~its business focus from entertainment and website development to websites dedicated to the facilitation of medical tourism. Management believes ~~that~~ due to the potential ~~high~~ growth in the medical tourism industry (“MTI”), it is a better use of its resources. NT Media discontinued operations and maintenance of web destinations it launched in the last several years, as it has transitioned operations toward the development of one or more medical tourism websites.

On April 20, 2011, ~~the~~ NT Media launched its initial medical tourism website, ~~called~~ www.globalhealthvoyager.com. The website is designed to be an information portal for users to facilitate medical procedures, hospitals, and clinics overseas. The website is updated regularly and will continue to be enhanced over time.

On August 10, 2011, NT Media changed its name to Global Health Voyager, Inc. (the “Company” or “Global Health”) and discontinued developing media and entertainment assets and channels. In 2011, the Company ~~completed~~phased ~~phasing~~ out several websites, including www.neurotrash.tv, www.singlefathernetwork.com, ~~and~~ and www.stemcellstalk.com, as it shifted its focus onto the Company’s recently launched medical tourism web portal.

NOTE 2. GOING CONCERN AND MANAGEMENT’S PLANS

The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“US GAAP”), which contemplates continuation of the Company as a going concern. As of and for the year ended December 31, ~~2011~~2012, the Company incurred a net loss of $1686,~~625~~379,~~303,~~ had an accumulated deficit of $910,~~599~~498,~~729~~609, as well as a working capital deficit of $45,~~767~~459,~~124~~925. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

For the Company to meet its financial obligations, it will continue to attempt to sell equity or incur debt, although there cannot be any assurance ~~that~~ the Company will be successful in doing so.

The Company plans to take advantage of the growth in the MTI as a facilitator through joint ventures, partnerships, and agreements. The Company intends to enter into agreements with hospitals, insurance companies, travel agencies, facilitators, and other healthcare providers to establish a creditable network and effectively obtain a strong market presence within the MTI. The Company will attempt to enter into ~~partnership~~partnerships ~~agreements~~ with other entities ~~in order~~ to mitigate some of the financial risk. The Company’s ability to develop these relationships is principally dependent on its ability to raise capital to fund the ~~project~~projects, which is ~~very~~ difficult due to its current financial condition and lack of history in the market.

F-8

The Company’s current business operations are focused on facilitating medical procedures in the MTI, including building a web-based platform, building relations with hospitals and healthcare providers both in the US and abroad, and vertical social and professional networks.

FThe Company’s strategy is to obtain market share within the MTI by building a web-6based platform that would enhance its web presence and market the Company as a one-stop-shop for medical tourism needs. The Company has attended and plans to continue to attend various industry conferences and trade shows to further build relationships and partnerships within the healthcare industry which would enhance the Company’s position within the MTI.

The Company’s strategy is to obtain market share within the MTI by building a web-based platform that would enhance its web presence and market the Company as a one-stop-shop for medical tourism needs. The Company has attended and plans to continue to attend various industry conferences and trade shows to further build relationships and partnerships within the healthcare industry which would further enhance the Company’s position within the MTI.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Because the Company has not generated any ~~significant~~ revenue, it is considered a development stage company. Consequently, the accompanying consolidated financial statements were prepared using the accounting formats prescribed for development stage enterprises in accordance with ASC 915, “Development Stage Entities”. The Company’s year end is December 31st.

Basis of Consolidation

The consolidated financial statements include the accounts of Global Health ~~Voyager~~, its wholly owned subsidiary, eCast, and its 51% owned subsidiary, SUD. eCast and SUD are inactive. All significant intercompany accounts and transactions were eliminated in consolidation.

Cash and Equivalents

Cash and equivalents consist of cash on deposit and investments with original maturities of three months or less.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from those estimates.

Reclassifications

Certain prior period amounts were reclassified to conform to current period presentation, none of which changed total assets, stockholders’ deficit, net loss, or net loss per share.

Equipment and Depreciation

Equipment is recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs expensed as incurred. When equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any reselling gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for consolidated financial statements purposes. There was no depreciation recorded for ~~2011~~the oryears ~~2010~~ended December 31, 2012 and 2011.

F-9

Fair Value of Financial Instruments

The carrying value of cash, ~~deferred revenue,~~ accounts payable, and accrued expenses ~~are~~approximate ~~approximately~~their at fair value (“FV”).

Revenue Recognition

F-7

Concentrations of Credit Risk

The Company maintains all cash in bank accounts, which at times may exceed federally insured limits. The Company has not experienced a loss in such accounts.

Income Taxes

The Company follows the liability method of accounting for income taxes pursuant to ASC 740, “Accounting for Income Taxes”. Under ASC 740 deferred income taxes are recorded to reflect tax consequences on future years for the differences between the tax bases of assets and liabilities and their financial reporting amounts at each period-end.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. 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.

The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes”. As a result, the Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC 740-10 only allows the recognition of those tax benefits that have a greater than ~~fifty~~50% ~~percent~~ likelihood of being sustained upon examination by the taxing authorities. As a result of implementing ASC 740-10, the Company’s management reviewed the Company’s tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore the implementation of this standard has not had a material affect on the Company.

Based on its evaluation, the Company concluded there were no significant uncertain tax positions requiring recognition in its financial statements as of December 31, ~~2011~~ 2012 and ~~2010~~2011.

The Company does not have any unrecognized tax benefits as of December 31, ~~2011~~2012 and ~~2010~~2011 which if recognized would affect the Company’s effective income tax rate.

The Company’s policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or incur any accrual for interest and penalties relating to income taxes during the years ended December 31, ~~2011~~2012 and ~~2010~~2011.

California law requires payments of a minimum franchise tax of $800 by corporations that are qualified to do business in California. The Company has not paid the $800 minimum tax for 2011 and 2010, nor has it filed its tax returns, causing the California Secretary of State to forfeit its corporate status. The Company is in the process of filing all delinquent corporate tax returns in order to reF-~~establish its corporate status. The Company expects to be reinstated by the end of 2012.~~10

California law requires payments of a minimum annual franchise tax of $800 by corporations that are qualified to do business in California. The Company has not paid the $800 minimum tax for 2012 and 2011, nor has it filed its tax returns, causing the California Secretary of State to forfeit its corporate status. The Company is in the process of filing all delinquent corporate tax returns to re-establish its corporate status. The Company expects to be reinstated by the end of 2013.

Impairment of Long-Lived Assets

The Company adopted ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets”. The Company evaluates its long-lived assets by measuring the carrying amounts of assets against the estimated undiscounted future cash flows associated with them. At the time the carrying value of such assets exceeds the ~~fair~~FV ~~value~~ of such assets, impairment is recognized.

F-8

Advertising Costs

Advertising costs are expensed as incurred. The Company did not incur any advertising costs induring ~~2011~~the years ended December 31, 2012 and ~~2010~~2011.

Loss per ~~Common~~ Share

The Company computes loss per ~~common~~ share in accordance with ASC 260-10-45, “Earnings per Share”. The Statement requires dual presentation of basic and diluted Earnings per Share (“EPS”) on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and the denominator of the basic EPS computation to the numerator and the denominator of the diluted EPS computation. The Company computes basic and diluted net loss per share by dividing the net loss available to common stockholders for the ~~year~~years ended December 31, 2012 and 2011 by the weighted average number of shares of common stock outstanding during the ~~year~~years ended December 31, 2012 and 2011. Common equivalent shares related to stock options and warrants were excluded from the computation of basic and diluted ~~earnings~~EPS ~~per~~for ~~share~~the ~~for~~years ~~2011~~ ended December 31, 2012 and ~~2010~~2011 because their effect is anti-dilutive.

Stock ~~based~~Based ~~compensation~~Compensation to ~~other than~~Other ~~employees~~Than Employees

The Company accounts for equity instruments issued for the receipt of goods or services from other than employees in accordance with ASC 718 ~~(previously Statement of Financial Accounting Standards No. 123)~~, “Accounting for Stock-Based Compensation,” and the conclusions reached by ~~the~~ ASC 505-50 ~~(previously Emerging Issues Task Force in Issue No. 96- 18)~~, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling Goods or Services” ~~(“ASC 505-50”)~~. Costs are measured at the estimated ~~fair~~FV ~~market value~~ of the consideration received or the estimated ~~fair~~FV ~~value~~ of the equity instruments issued, whichever is more reliably determinable. The value of equity instruments issued ~~for~~as consideration for other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50 ~~(previously EITF 96-18)~~. In the case of equity instruments issued to consultants, the ~~fair~~FV ~~value~~ of the equity instrument is recognized over the term of the consulting agreement.

Reclassification

Certain prior year amounts were reclassified to conform to the manner of presentation in the current year.

F-11

Recently Issued Accounting Pronouncements

InOn ~~December~~July ~~2011~~27, 2012, the FASB issued ~~Accounting Standards~~ASU ~~Updates No. 2011~~2012-1102, “~~Balance~~Intangibles-Goodwill ~~Sheet~~and Other (Topic ~~210~~350): ~~Disclosure~~- ~~about~~Testing ~~Offsetting~~Indefinite-Lived Intangible Assets ~~and~~for ~~Liabilities,~~Impairment.” (“ASU ~~2011-11”).~~ ~~ASU 2011~~2012-1102 ~~enhances~~provides ~~disclosure~~entities ~~regarding~~with ~~financial~~an ~~instruments~~option ~~and~~to ~~derivative~~first ~~instruments.~~assess ~~Entities~~qualitative ~~are~~factors ~~required~~ to ~~provide~~determine ~~both~~whether ~~net~~events ~~information~~or ~~and~~circumstances ~~gross~~indicate ~~information~~that ~~for~~it ~~these~~is ~~assets~~more ~~and~~likely ~~liabilities~~than innot ~~order~~that tothe ~~enhance~~indefinite-lived ~~comparability~~intangible ~~between those~~asset ~~entities~~is impaired. If an entity concludes that ~~prepare~~it ~~their~~is ~~financial~~more ~~statements~~than on50% ~~the~~likely ~~basis~~that ofan Uindefinite-lived intangible asset is not impaired, no further analysis is required.S. ~~GAAP~~However, ~~and~~if ~~those~~an ~~entities~~entity ~~that~~concludes ~~prepare~~otherwise, ~~their~~it ~~financial statements~~would onbe required to determine the ~~basis~~FV of ~~IFRS.~~the ~~This~~indefinite-lived ~~new~~intangible ~~guidance~~asset to measure the amount of actual impairment, if any, as currently required under US GAAP. ASU 2012-02 is toeffective befor ~~applied~~annual ~~retrospectively~~and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of ~~these~~this ~~provisions~~pronouncement ~~does~~did not have a material impact on ~~the~~our ~~Company’s consolidated s~~ financial statements.

InThere ~~September~~are ~~2011,~~no ~~FASB~~other recently issued ~~ASU~~accounting ~~No. 2011-08,~~standards Intangibles-Goodwill and Other (ASC Topic 350): Testing Goodwill for Impairment, to simplify how entities test goodwill for impairment. ASU No. 2011-08 allows entities to first assess qualitative factors to determine whether it is more likely than not ~~that~~yet ~~the~~adopted ~~fair value of a reporting unit is less than its carrying amount. If greater than 50 percent likelihood exists~~ that ~~the~~ ~~fair~~would value is less than the carrying amount then a two-step goodwill impairment test as described in Topic 350 must be performed. The guidance provided by this update becomes effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011. The adoption of this standard is not expected to have a material ~~impact~~affect on the Company’s consolidated financial ~~position and results of operations~~statements.

In June 2011, FASB issued ASU 2011-05, Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income. Under the amendments in this update, an entity has the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Under both options, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income and a total amount for comprehensive income. In a single continuous statement, the entity is required to present the components of net income and total net income, the components of other comprehensive income and a total for other comprehensive income, along with the total of comprehensive income in that statement. In the two-statement approach, an entity is required to present components of net income and total net income in the statement of net income. The statement of other comprehensive income should immediately follow the statement of net income and include the components of other comprehensive income and a total for other comprehensive income, along with a total for comprehensive income. In addition, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. The amendments in this update should be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

F-9

In May 2011, the FASB issued ASU 2011-04, which was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between US GAAP and IFRS. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. This guidance is effective for the Company beginning on January 1, 2012. The adoption of ASU 2011-04 is not expected to significantly impact the Company’s consolidated financial statements.

NOTE 4. PREPAID EXPENSES

Prepaid expenses ~~represent~~are FV of stock issued for consulting ~~fees~~ services for ~~contract~~the ~~periods~~period ~~extending~~from ~~into~~June ~~the~~12, ~~subsequent~~2011 ~~quarter~~to June 11, 2012.

NOTE 5. ~~DEPOSIT~~NOTES ~~FOR ASSET ACQUISITION~~PAYABLE

~~Effective~~During ~~October 6, 2011,~~ the ~~Company~~quarter ~~entered~~ended ~~into~~March ~~an Asset Purchase Agreement (the “Agreement”) with Healthcare International Networks (“HIN”)~~31, ~~LLC~~2011, ~~a privately-owned Delaware company (“Seller”). Pursuant to~~ the terms of the Agreement, the Registrant purchased substantially all of the operating assets associated with the website “Planet Hospital” as owned and operated by the Seller. The Seller agreed to retain his liabilities whether related to the Planet Hospital website or any other assets acquired by Company ~~under~~issued ~~the~~a ~~Agreement.~~promissory ~~The~~note ~~Registrant assumed no liabilities under the terms~~ of ~~the Agreement. As consideration for the transfer and sale of the Planet Hospital assets to the Registrant, the Registrant agreed to issue~~ $9010,000 ofbearing ~~its~~interest ~~unregistered Common Stock,~~ at a12% ~~price~~due ~~per~~June ~~share of $0~~2011.~~144~~ ~~(the “Consideration~~No ~~Shares”).~~payments ~~The~~were ~~Consideration~~made ~~Shares~~on ~~will~~this ~~be issued as restricted stock with no registration rights associated with the stock~~note. The ~~price~~note ~~per share of the Consideration Shares~~ was ~~based~~verbally ~~upon~~extended ~~the~~indefinitely average of the closing price of the Registrant’s Common Stock for the 30 days preceding October 6, 2011. As such 625,000 shares of Common Stock will be issued as Consideration Shares. The Consideration Shares have not yet been issued. In August and ~~September~~ ~~2011,~~is ~~the~~payable ~~Company~~on ~~paid $73,732 as a deposit in connection with an asset acquisition completed in October 2011~~demand.

OnDuring ~~January~~the 5,quarter ~~2012, HIN,~~ended ~~DBA~~March ~~Planet Hospital~~31, ~~Rupak Acharyya~~2011, ~~aka Rudy Rupak, and Geoff Moss filed a lawsuit, collectively as “Plaintiffs” against Global Health Voyager, Inc. The lawsuit filed by Plaintiffs alleges and seeks damages in~~ the ~~form~~ ofCompany ~~monetary~~issued ~~relief~~notes ~~for: 1) Breach~~ of contract; 2) Conversion; and 3) Labor Code Violations for Failure to Pay Wages Timely; and seeks equitable remedies in the form of: 1) Rescission [of contract]; 2) Declaratory Relief; and 3) Injunctive relief. Defendant$17,135 ~~Global~~at ~~Health~~12% ~~Voyager, Inc, has responded to this lawsuit by way of both a General~~ and ~~Special~~due ~~Demurrer, asserting~~at ~~that~~various ~~the~~dates ~~Complaint~~through ~~filed~~June ~~by Plaintiffs must be dismissed as Plaintiff corporation is not in good standing in its state of incorporation, Delaware, and therefore does not have the right to pursue legal remedies~~2011. ~~Further~~$17,000 ~~Defendant’s Demurrer asserts that Plaintiffs’ Complaint fails to state facts sufficient to constitute any cause~~ of ~~action~~principal ~~against the~~was ~~Defendant~~repaid. The ~~Defendant~~notes ~~has~~were ~~also~~verbally ~~filed,~~extended inindefinitely ~~connection~~and ~~with~~are ~~their~~payable ~~Demurrer,~~on ~~a Request for Judicial Notice of Plaintiff LLC’s corporate standing~~demand. ~~The scheduled hearing date for the Defendant’s Demurrer is May 16, 2012. As a result of this lawsuit, the Company recorded a full allowance for $73,732 made for this acquisition.~~

~~NOTE~~During 6the quarter ended June 30, 2011, the Company issued promissory notes totaling $40,000 at 12% due July 2011. ~~NOTES PAYABLE~~No payments were made on these notes. They were verbally extended indefinitely and are payable on demand.

During the quarter ended ~~March~~December 31, 2011, the Company issued anotes ~~promissory note~~ of $1064,000 ~~bearing interest~~ at 12% and due ~~June~~at ~~2011.~~various Nodates ~~payments~~through ~~have~~February ~~been~~25, ~~made~~2012. on$24,000 ~~these~~of ~~notes~~principal was repaid. ~~They~~ These notes were verbally extended indefinitely and ~~not~~are ~~considered~~payable inupon ~~default~~demand.

F-10

During the quarter ended March 31, 2011, the Company issued notes of $17,135 at 12% and due at various dates through June 2011. $17,000 of principal was repaid. The notes were verbally extended and are not considered in default.

During the quarter ended June 30, 2011, the Company issued promissory notes totaling $40,000 bearing interest at 12% due July 2011. No payments have been made on these notes. They were verbally extended and not considered in default.

During the quarter ended December 31, 2011, the Company issued notes of $64,000 at 12% and due at various dates through February 25, 2011. $5,000 of principal was repaid. The notes were verbally extended for six months.

During the quarter ended December 31, 2011, the note payable-related party of $6,265 without interest and due on demand was reclassified from related party to unrelated party, $265 of which was repaid.

AtDuring ~~December~~the quarter ended March 31, ~~2011~~2012, the Company issued a note of $12,000 at 12% and ~~December~~due 31on May 2, ~~2010~~ 2012. The note was verbally extended until September 1, ~~notes~~2012. ~~payable~~During tothe ~~non-related~~quarter ~~parties~~ended ~~consisted~~September of30, 2012, the ~~following:~~Company repaid principal of $9,200. The remaining notes were verbally extended indefinitely and payable upon demand.

	2011		2010
Interest at 12%, due on demand	$	981,755	$	892,621
Interest at 15%, due on demand		20,000		-
Interest at 10%, due on demand		128,000		128,000
Interest at 12.5%, due on demand		38,750		38,750
Notes payable bearing no interest, due on demand		6,000		6,000
Total Due	$	1,174,505	$	1,065,371

The Company also issued a note of $50,000 on March 13, 2012 and due on April 17, 2012. The interest for the note was $500. The note was verbally extended for one month until May 25, 2012. The notes was verbally extended indefinitely and are payable upon demand.

NOTE 7. NOTES PAYABLE – RELATED PARTIES

During 2011 the Company paid $8,317 in accrued interest to its President. No principal payments were made.

During 2011, the Company paid $1,683 in principal due on notes from related parties.

During 2011, the note payable-related party of $6,265 without interest and due on demand was reclassified from related party to unrelated party, $265 of which was repaid.

During 2011, the Company’s president had $10,136 in personal charges made on the Company credit card. The charges were netted against the notes payable to the Company’s President.

During 2011, the Company issued notes of $10,117 to its President at 12% and due at various dates through July 2011. No principal payments were made. The notes were verbally extended and are not considered in default.

During 2011, the Company issued notes of $8,760 to its President at 12% and due at various dates through June 2011. No principal payments were made. The notes were verbally extended and are not considered in default.

At December 31, 2011 and 2010, notes payable, were currently due, to related parties consisted of the following:

	2011		2010
Notes payable to Company’s President,
Non-interest bearing due on demand	$	-	$	14,044
Interest at 12%, due on demand		42,840		22,002
Interest at 15%, due on demand		1,170		1,170
	$	44,010	$	37,216

F-11

NOTE 8. CONVERTIBLE NOTES PAYABLE

As of December 31, 2010, the Company had $625,600 of 6% subordinated convertible notes outstanding. The notes are due to a related party who owned less than 1% of the issued and outstanding stock of the Company as of December 31, 2010. As of December 31, 2011, all convertible notes payable related party were transferred to unrelated party. All notes are convertible to common shares, $0.001 par value, at the average bid price of the common stock for the five trading days immediately preceding the conversion date. The notes are convertible when the Company’s securities are trading publicly and the underlying stock of the debenture has been registered with the SEC and declared effective. It is mandatory that the notes to be converted on the sixth and seventh year of their anniversary date or are due and payable in the event that the Company’s shares of common stock are not publicly traded. All of these notes are classified as a current liability at December 31, 2010.

As of December 31, 2011, the Company issued $350,000 ($150,000 and $200,000, respectively) in convertible notes payable, bearing interest at 10%, due June 2014. All notes are convertible to common shares, $0.001 par value, at the lower of $0.10 or 80% of the average closing bid during the five days immediately prior to the conversion date. The Company also issued warrants to purchase up to 1,750,000 shares of common stock for $0.10 as part of the convertible note issuance. Beneficial conversion feature is contingent on the Company’s average stock as determined by the conversion formula. This beneficial conversion feature is not recorded and will be recorded when the contingency is resolved.

The value of warrants was determined by using the Black-Scholes pricing model with the following assumptions: discount rate – 0.93%; dividend yield – 0%; expected volatility – 70% and term of 3 years. The value of the warrants was $16,110 ($6,904 and $9,206, respectively) at grant date.

The fair value of the warrants was allocated to the total proceeds from the loans, based on the relative fair value of the warrants and debts, as unamortized interest totaling $16,110, to be amortized over the term of the loans. The warrants were classified as equity. The amortized interest expense for 2011 was $3,017. The unamortized interest on warrants was $13,093 as of December 31, 2011.

As of December 5, 2011, there was $14,300 of principal with its accrued interest of $8,008, together converted to 1,487,200 shares of the Company’s common stock.

The current portion of the convertible notes payable of $597,400 was transferred to convertible note payable – unrelated party and $28,200 of the notes was converted as of December 31, 2011.

At December 31, 2011 and 2010, convertible notes payable to non-related parties consisted of the following:

	2011			2010
Interest at 6%, due on demand	$	282,200		$	282,200
Interest at 6%, transferred from related party		625,600			625,600
Interest at 10%, due on demand		350,000			—
Total		1,257,800			907,800
Less: Notes payable converted		(42,500	)		-
Less: Current portion		(865,300	)		(907,800	)
Less: Unamortized interest on warrants		(13,093	)		—
Convertible notes payable, noncurrent	$	336,907		$	—

Interest expense on these notes in 2011 and 2010 was $72,928 and $54,618 respectively.

NOTE 9. STOCKHOLDERS’ EQUITY

In June 2011, the Company issued 300,000 shares of common stock as payment for marketing services. The fair market value of the stock on the day of issuance was $13,500.

F-12

InDuring ~~September~~the ~~2011,~~quarter ~~the~~ended ~~Company~~March ~~issued 1~~31,~~120~~ 2012,~~000~~ ~~shares~~the ofCompany ~~common~~repaid ~~stock~~principal toof ~~consultants~~$4,135 ~~for~~and ~~services~~interest ~~rendered~~of to$565 ~~the~~for ~~Company. The Company recorded~~ the ~~expense~~notes atwith ~~the~~interest ~~fair market value~~ of ~~the shares of $324,800~~12%.

OnDuring ~~September~~the quarter ended June 30, ~~2011~~2012, the Company ~~entered various~~issued ~~agreements~~notes toof ~~convert~~ $363,~~488~~600 ~~of related party convertible debt~~ and ~~accrued interest into 2~~$3,~~606,285~~500 ~~shares~~at of12% ~~common~~and ~~stock. The~~due ~~fair market value of the stock~~ on ~~the~~July ~~date~~12, of2012 ~~agreement~~ and ~~issuances~~July ~~was~~20, ~~$573~~2012,~~383~~ respectively. The ~~Company~~notes ~~recorded~~were averbally ~~loss~~renewed onindefinitely ~~settlement of~~and ~~debt~~are ofpayable ~~$536,895,~~upon ~~included in other expense~~demand.

InThe ~~December~~Company ~~2011,~~also ~~the~~issued ~~Company~~a ~~issued 700,000,~~bridge ~~700,000,~~note ~~400~~of $25,000 ~~and~~on ~~600~~June 21,~~000~~ ~~shares~~2012 ofand ~~restricted~~due ~~common~~on ~~stock,~~July ~~respectively~~30, as2012. ~~payment~~The ~~for~~interest ~~services~~rate ~~provided~~for bythe ~~four officers~~note ofwas ~~the Company~~5%. The ~~fair~~note ~~value~~was ofverbally ~~the~~renewed ~~stock~~indefinitely onand ~~the~~is ~~day~~payable ofupon ~~issuance was $96,000~~demand.

~~Warrants~~During the quarter ended June 30, 2012, the Company repaid principal of $15,000 and interest of $1,100 on the 12% interest note and interest of $1,100 of the note with interest of 12%.

On ~~June~~July 303, ~~2011~~2012, the Company issued ~~warrants~~ toa ~~purchase~~note 1of $2,~~750,~~000 ~~shares~~at of12% ~~its~~and ~~common~~due ~~stock~~on atOctober $03, 2012.10 ~~per~~The ~~share~~note aswas ~~part~~verbally ofextended ~~convertible~~indefinitely ~~note~~and ~~issuances~~payable upon demand.

~~Options~~ On August 2, 2012, the Company issued a note of $1,800 at 12% and due on November 2, 2012. The note was verbally extended indefinitely and payable upon demand.

~~There~~ On ~~were~~September no17, ~~options~~2012, ~~granted~~the ~~during 2011~~Company issued a note of $6,500 at 12% and ~~2010~~due on December 17, 2012. The note was verbally extended and payable upon demand.

~~Common~~On ~~stock~~October ~~purchase~~19, ~~options~~2012, ~~and~~the ~~warrants consisted~~Company ofissued ~~the~~a ~~following~~note of $50,000 at ~~December~~12% 31and due on January 1, ~~2011:~~2013. The note was verbally extended indefinitely and payable upon demand.

			Weighted Average		Aggregated
			Exercise		Intrinsic
	# of shares		Price		Value
Options:
Outstanding and exercisable, December 31, 2010	—		N/A	$	—
Granted	—				—
Exercised	—				—
Expired	—				—
Outstanding and exercisable, December 31, 2011	—		N/A	$	—
Warrants:
Outstanding and exercisable, December 31, 2010	—		N/A	$	—
Granted	1,750,000	$	0.10		—
Exercised	—		—		—
Expired	—		—		—
Outstanding and exercisable, December 31, 2011	1,750,000	$	0.10	$	—

During the quarter ended December 31, 2012, the Company repaid principal of $50,000 on the note that was entered on March 13, 2012 with interest at $500 per month, due on demand.

~~NOTE~~At ~~10.~~December ~~INCOME~~31 ~~TAXES~~2012 and 2011, notes payable to non-related parties consisted of the following:

The income tax provision (benefit) for 2011 and 2010 differs from the computed expected provision (benefit) at the federal statutory rate for the following reasons:

	2012		2011
Interest at 12%, due on demand	$	1,032,820	$	981,755
Interest at 15%, due on demand		20,000		20,000
Interest at 10%, due on demand		128,000		128,000
Interest at 12.5%, due on demand		38,750		38,750
Interest at 5%, bridge note, due on demand		25,000		-
Notes payable bearing no interest, due on demand		6,000		6,000
Total notes payable	$	1,250,570	$	1,174,505

	2011			2010
Federal income tax benefit, net of state income tax expense (benefit)	$	(503,505	)	$	(194,230	)
State income tax benefit		(143,334	)		(55,125	)
Permanent difference		215,071			94,355
Change in valuation allowance		431,768			155,000
State minimum income tax		800			800
Income tax provision	$	800		$	800

F-13

~~The~~NOTE ~~components~~6. ofNOTES ~~the deferred tax assets as of December 31~~PAYABLE, ~~2011~~RELATED ~~and 2010 were as follows:~~PARTY

	2011			2010
Deferred tax assets:
Net operating loss carryforward	$	2,685,000		$	2,254,000
Less valuation allowance		(2,685,000	)		(2,254,000	)
Net deferred tax liability	$	-		$	-

During the quarter ended March 31, 2011, the Company issued notes of $8,760 to its President at 12% and due at various dates through June 2011. No principal payments were made. The notes were verbally extended indefinitely and are payable on demand..

~~The~~During ~~components~~the ofquarter ended June 30, 2011, the ~~income~~Company ~~tax~~issued ~~expense~~notes ~~were~~of as$10,117 ~~follows for~~to its President at 12% and due at various dates through July 2011. No principal payments were made. The notes were verbally extended indefinitely and ~~2010:~~are payable on demand.

	2011			2010
Increase in net operating loss carryforward - deferred	$	431,000		$	155,000
Change in valuation allowance - deferred		(431,000	)		(155,000	)
State minimum income tax - current		800			800
Income tax provision - current	$	800		$	800

During the quarter ended September 31, 2011 and December 31, 2011, the Company paid $6,000 and $2,317 in interest to its President, respectively. No principal payments were made.

AsDuring ofthe quarter ended December 31, 2011, the Company ~~has~~ ~~net~~paid ~~operating~~$1,683 ~~loss~~in ~~carryforwards~~principal ~~available~~due toon ~~offset~~notes ~~future~~from ~~taxable~~related ~~income of approximately $6,480,000 expiring beginning in 2020~~parties.

~~NOTE~~During ~~11.~~the ~~COMMITMENTS~~quarter ~~AND~~ended ~~CONTINGENCIES~~December 31, 2011, the note payable-related party of $6,265 without interest and due on demand was reclassified from related party to unrelated party, $265 of which was repaid.

~~Starting~~During inthe ~~2006~~quarter ended December 31, 2011, the Company’s ~~has~~president ~~been using~~had ~~the~~$10,136 ~~offices~~in ofpersonal charges made on the Company’s ~~President~~credit atcard. noThe ~~cost,~~charges ~~which~~were isnetted ~~expected~~against tothe ~~continue~~notes ~~until~~payable ~~adequate~~to ~~funds~~the ~~are~~Company’s ~~available~~President.

~~NOTE~~During ~~12.~~the ~~LITIGATION~~quarter ended March 31, 2012, the Company repaid principal of $533 and interest of $11.

~~The~~During ~~Company is subject to various claims covering a wide range of matters that arise in~~ the ~~ordinary~~quarter ~~course~~ended ofJune ~~its~~30, ~~business~~2012, ~~activities. Management believes that any liability that may ultimately result from~~ the ~~resolution~~Company ofissued ~~these matters will not have~~ a ~~material~~note ~~adverse~~of ~~effect~~$2,000 onto ~~the~~its ~~financial~~president ~~condition or~~at ~~results~~12% ofand ~~operations~~due ofat ~~the~~September ~~Company~~27, 2012.

During ~~2002,~~the ~~eCast,~~quarter ~~settled~~ended aJune ~~lawsuit with its prior landlord of $100~~30,~~000.~~ ~~As of December 31~~2012, ~~2011~~ the ~~balance~~Company ~~due~~repaid ~~for~~principal ~~the~~of ~~settlement~~$2,700 ~~had not been paid~~ and isinterest ~~reflected as~~of ~~a current liability~~$286.

~~Management~~During ~~is aware of a threatened litigation matter involving~~ the ~~nonpayment~~quarter ofended ~~approximately~~September $930,~~000~~ in2012, ~~legal~~the ~~fees.~~Company ~~Management~~repaid isprincipal ~~not aware~~ of ~~any~~$8,101 ~~attempts~~for by the ~~claimant~~ tonotes ~~pursue~~with ~~the~~interest ~~litigation~~of 12%.

InDuring ~~November 2010,~~ the ~~Company’s prior~~quarter ~~accounting~~ended ~~firm~~December ~~filed~~30, a2012, ~~lawsuit in Colorado state court seeking recovery of fees allegedly owed for accounting services performed during 2004 to 2008. The claims have been asserted against~~ the Company, arepaid ~~second~~principal ~~corporate defendant and its President as a result~~ of ~~a personal guarantee. On August 3, 2011, the parties entered into a settlement agreement whereby the Defendants in the case will jointly pay~~ $~~130,000~~327 ~~to the plaintiffs. Payments will be made in equal monthly payments over 7 months commencing on August 31, 2011~~ for ~~$85,000. Stock was issued by another party in~~ the ~~lawsuit~~notes towith ~~satisfy~~interest ~~the remaining $45,000. The Company’s outstanding portion~~ of ~~the~~12% ~~settlement at December 31, 2011 was $52,660~~ and ~~was~~interest ~~recorded as accrued liability. In consideration~~ of ~~the settlement, the parties executed a mutual release and agreed to withdraw the lawsuit~~$113. ~~The releases and withdrawal are contingent upon the Company’s full performance of the settlement agreement terms.~~

OnAt ~~January~~December 531, 2012, ~~Healthcare International Network, LLC, a Delaware limited liability company, DBA Planet Hospital, Rupak Acharyya aka Rudy Rupak,~~ and ~~Geoff Moss~~2011, ~~collectively~~notes aspayable “Plaintiffs”, filed a lawsuit at the Los Angeles Superior Court, against the Company. The lawsuit filed by Plaintiffs alleges and seeks damages in the form of monetary relief for: 1) breach of contract; 2) conversion; and 3) Labor Code violations for failure to ~~pay~~related ~~wages~~parties ~~timely; and seeks equitable remedies in the form of~~was: ~~1) rescission of contract; 2) declaratory relief; and 3) injunctive relief.~~

	2012		2011

Notes payable to Company’s President, interest at 12%, due on demand	$	34,348	$	44,010

F-14

~~The~~NOTE Company has responded to this lawsuit by way of both a General and Special Demurrer, asserting that the Complaint filed by Plaintiffs must be dismissed as Plaintiff corporation is not in good standing in its state of incorporation, Delaware, and therefore does not have the right to pursue legal remedies7. ~~Further,~~CONVERTIBLE ~~the~~NOTES Company asserts that Plaintiffs’ Complaint fails to state facts sufficient to constitute any cause of action against the Company. The Company has also filed a Request for Judicial Notice of Plaintiff LLC’s corporate standing. The scheduled hearing date for Company’s objection to the lawsuit is May 16, 2012. While the Company will vigorously defend this action, there can be no assurance that the Company will prevail in the lawsuit. At this time, the Company cannot determine the amount of damages, if any, it could be responsible for if it does not prevail in the lawsuit. If the Company were to lose the lawsuit, the Company could be liable for damages of more than $90,000 and would be responsible for paying the principals of the lawsuit back wages, penalties and interest.PAYABLE

~~NOTE~~At 13December 31, 2010, the Company had $625,600 of 6% subordinated convertible notes outstanding. ~~SUBSEQUENT~~The ~~EVENTS~~notes are due to an unrelated party who owned less than 1% of the issued and outstanding stock of the Company as of December 31, 2012. As of December 31, 2011, all convertible notes payable related party were transferred to unrelated party. All notes are convertible to common shares, $0.001 par value, at the average bid price of the common stock for the five trading days immediately preceding the conversion date. The notes are convertible when the Company’s securities are trading publicly and the underlying stock of the debenture has been registered with the SEC and declared effective. It is mandatory that the notes to be converted on the sixth and seventh year of their anniversary date or are due and payable in the event that the Company’s shares of common stock are not publicly traded. All of these notes are classified as a current liability at December 31, 2012 and 2011.

OnAs ~~March~~of 13December 31, ~~2012~~2011, the Company ~~entered into~~issued a$350,000 ~~Promissory~~($150,000 ~~Note~~and ~~with~~$200,000, ~~Nikicon~~respectively) in convertible notes payable, ~~LLC~~bearing ~~and~~interest ~~promised~~at 10%, due June 2014. All notes are convertible to ~~pay~~common shares, $500.001 par value,~~000,~~ ~~plus~~at ~~interest~~the lower of 1%$0.10 onor ~~maturity~~80% of ~~April~~the ~~17,~~average ~~2012~~closing bid during the five days immediately prior to the conversion date. The Company also ~~agrees~~issued warrants to ~~pay~~purchase ~~legal~~up ~~and~~to ~~due~~1,750,000 ~~diligence~~shares ~~fees~~ of common stock for $~~3,000~~0.10 as part of the convertible note issuance. Beneficial conversion feature (“BCF”) is contingent on the ~~maturity~~Company’s ~~date~~average stock as determined by the conversion formula. This ~~Promissory~~BCF ~~Note~~is ~~was~~not ~~verbally~~recorded ~~extended~~and ~~for another~~will 5be ~~weeks~~recorded atwhen ~~April~~the ~~17,~~contingency ~~2012~~is resolved.

OnThe ~~April~~value 4,of ~~2012,~~warrants ~~the Company~~was ~~entered~~determined ~~into~~by ausing ~~Notes Purchase Agreement with Asher Enterprises, Inc., a Delaware corporation (“Holder” or “Asher”). Under~~ the ~~terms~~Black-Scholes ofpricing ~~the~~model ~~Note~~with ~~Agreement,~~ the ~~Company~~following ~~will~~assumptions: ~~issue~~discount ~~to Asher convertible notes (the “Notes”) of $37,500~~rate – 0.93%; ~~The~~dividend ~~Notes have a nine month maturity date from issuance. The note bears interest at 8~~yield – 0%.; ~~Any amount~~expected ~~of principal or interest on this note which is not paid when due shall bear interest at 22~~volatility – 70% ~~from~~and ~~the~~term ~~due~~of ~~date~~3 ~~until paid~~years. The ~~conversion~~value ~~price~~of ~~shall equal~~ the ~~variable~~warrants ~~conversion~~was ~~price~~$16,110 ~~which shall mean 55% multiplied by the market price~~ (~~representing~~$6,904 aand ~~discount~~$9,206, ~~rate of 45%~~respectively). ~~Market~~at ~~price~~grant ~~means the average of the lowest three trading prices for the common stock during the ten trading day period ending on the latest complete trading day prior to the conversion~~ date. Beneficial conversion feature is contingent on the Company’s average stock as determined by the conversion formula. This beneficial conversion feature is not recorded and will be recorded when the contingency is resolved.

The FV of the warrants was allocated to the total proceeds from the loans, based on the relative FV of the warrants and debts, as unamortized interest totaling $16,110, to be amortized over the term of the loans. The warrants were classified as equity. The amortized interest expense for the years ended December 31, 2012 and 2011 was $5,370 and $3,017, respectively. The unamortized interest on warrants was $7,723 as of December 31, 2012.

$597,400 of convertible related party notes payable was transferred to convertible note payable – unrelated party and $28,200 of the notes was converted as of December 31, 2011.

On February 8, 2012, the Company converted a note with principal of $16,883 and interest of $1,117 into 1,800,000 shares of Common Stock at conversion price of $0.01 per share.

On February 9, 2012, the Company converted a note of $18,000 of accrued interest into 1,800,000 shares of Common Stock at $0.01 per share

On February 27, 2012, the Company converted a note with principal of $15,030 into 1,800,000 shares of Common Stock at $0.008 per share.

On March 29, 2012, the Company converted a note with principal of $3,049 and interest of $4,951 into 2,000,000 shares of Common Stock at $0.004 per share.

On April 4, 2012, the Company entered into a Notes Purchase Agreement (“NPA”) with Asher Enterprises, Inc. (“Asher”). Under the terms of the NPA, the Company issued to Asher convertible notes (the “Notes”) of $37,500. The Notes have a nine month maturity date from issuance. The notes bear interest at 8%. Any principal or interest on these notes which is not paid when due shall bear interest at 22% from the due date until paid. The conversion price shall equal the variable conversion price which shall mean 55% multiplied by the market price (representing a discount rate of 45%). Market price means the average of the lowest three trading prices for the common stock during the ten trading day period ending on the latest complete trading day prior to the conversion date. This note had beneficial conversion feature (“BCF”) of $30,682 and was recorded in the balance sheet at face value less the unamortized BCF. As of December 31, 2012, this convertible note had unamortized discount of $983. The Company recorded interest expense of $29,699 from the BCF during the year ended December 31, 2012. The note was verbally extended indefinitely and is payable on demand.

F-15

On April 27, 2012, the Company issued convertible notes of $5,000 and $10,000 at interest 12% and due on April 27, 2015. All notes are convertible to common shares, $0.001 par value, at the lower of $0.10 or 50% of the lowest closing bid price of the common stock during the 30 trading days preceding the date the Conversion Notice is delivered to the Company. BCF is contingent on the Company’s average stock as determined by the conversion formula. This BCF is not recorded and will be recorded when the contingency is resolved.

On May 14, 2012, the Company converted interest of $7,705 into 2,027,631 shares of the Company’s Common Stock at $0.0038 per share.

On July 19, 2012, the Company entered into a NPA with Asher Enterprises, Inc. Under the terms of the NPA, the Company issued to Asher convertible notes of $22,500. The Notes have a nine month maturity date from issuance. The notes bear interest at 8%. Any principal or interest on these notes which is not paid when due shall bear interest at 22% from the due date until paid. The conversion price shall equal the variable conversion price which shall mean 55% multiplied by the market price (representing a discount rate of 45%). Market price means the average of the lowest three trading prices for the common stock during the ten trading day period ending on the latest complete trading day prior to the conversion date. This note had BCF of $18,409 and was recorded in the balance sheet at face value less the unamortized BCF. As of December 31, 2012, this convertible note had unamortized discount of $7,456. The Company recorded interest expense of $10,953 from the BCF during the year ended December 31, 2012. The note was verbally extended indefinitely and is payable on demand.

On November 12, 2012, the Company entered into an NPA with Asher, a Delaware corporation. Under the terms of the NPA, the Company will issue to Asher convertible notes of $16,000. The Notes have a nine month maturity date from issuance. The notes bear interest at 8%. Any principal or interest on these notes which is not paid when due shall bear interest at 22% from the due date until paid. The conversion price shall equal the variable conversion price which shall mean 31% multiplied by the market price (representing a discount rate of 69%). Market price means the average of the lowest three trading prices for the common stock during the ten trading day period ending on the latest complete trading day prior to the conversion date. This note had BCF of $35,613 and was recorded in the balance sheet at face value less the unamortized BCF. As of December 31, 2012, this convertible note had unamortized discount of $15,512. The Company recorded interest expense of $20,101 from the BCF during the year ended December 31, 2012.

On December 5, 2012, the Company converted a note with principal of $2,100 into 2,500,000 shares of Common Stock at $0.00084 per share.

At December 31, 2012 and 2011, convertible notes payable to non-related parties consisted of the following:

	2012			2011
Interest at 6%, due on demand	$	282,200		$	282,200
Interest at 6%, transferred from related party		625,600			625,600
Interest at 10%, due on demand		350,000			350,000
Interest at 8%, due in 2013		76,000			-
Interest at 12%, due in 2015		15,000			-
Total		1,348,800			1,257,800
Less: Unamortized discount of BCF		(23,951	)		-
Less: Notes payable converted		(79,571	)		(42,500	)
Less: Current portion		(880,287	)		(865,300	)
Less: Unamortized interest on warrants		(7,714	)		(13,093	)
Convertible notes payable, noncurrent	$	357,277		$	336,907

Interest expense on these notes for the years ended December 31, 2012 and 2011 was $53,062 and $72,928, respectively.

F-16

NOTE 8. STOCKHOLDERS’ DEFICIT

In June 2011, the Company issued 300,000 shares of common stock as payment for marketing services. The FV of the stock on the day of issuance was $13,500.

In September 2011, the Company issued 1,120,000 shares of common stock to consultants for services rendered to the Company. The Company recorded the expense at the FV of the shares of $324,800.

On September 30, 2011, the Company entered various agreements to convert $36,488 of related party convertible debt and accrued interest into 2,606,285 shares of common stock. The FV of the stock on the date of agreement and issuances was $573,383. The Company recorded a loss on settlement of debt of $536,895, included in other expense.

In December 2011, the Company issued 700,000, 700,000, 400,000 and 600,000 shares of restricted common stock, respectively, as payment for services provided by four officers of the Company. The FV of the stock on the day of issuance was $96,000.

In January 2012, the Company issued 480,000 shares of restricted common stock to a marketing consultant company, as payment for services provided from June 12, 2011 to June 11, 2012. The FV of the stock on the day of issuance was $16,800. As of June 30, 2012, $16,800 was fully amortized.

On July 2, 2012, the Company entered into consulting agreements with four contractors to assist with the Company’s public awareness. The agreements continued until December 25, 2012 with the option of an additional three or six month renewal. The Company did not renew after the agreements were expired. As compensation, the Company will pay each contractor a consulting fee of $1,000 per month through issuance of the Company’s restricted common stock calculated at 20% discount of the average closing price of the lowest five trading days in the prior 20 trading days for a minimum period of six months. The first payment shall be made on the effective date of this agreement and subsequent payments shall be made payable on the first business day of each month for the duration of this contract. The expenses related to the project will be reimbursed by the Company. During the second half of 2012, the Company has recorded $16,000 consulting expense from issuance of 4,604,132 shares.

At December 31, 2012 the Company had 586,437,364 shares of its common stock held in escrow for future issuance due to conversion of certain convertible notes. These shares were not considered issued and outstanding.

Warrants

On June 30, 2011, the Company issued warrants to purchase 1,750,000 shares of its common stock at $0.10 per share as part of convertible note issuances totaling $350,000.

F-17

Options

There were no options granted during the years ended December 31, 2012 and 2011.

Common stock purchase options and warrants consisted of the following at December 31, 2012 and 2011:

	# of shares		Weighted Average Exercise Price		Aggregated Intrinsic Value

Options:
Outstanding and exercisable, December 31, 2011		-	$	-	$	-
Granted		-		-		-
Exercised		-		-		-
Expired		-		-		-
Outstanding and exercisable, December 31, 2012		-	$	-	$	-

Warrants:
Outstanding and exercisable, December 31, 2011		-	$	-	$	-
Granted		1,750,000		0.10		-
Exercised		-		-		-
Expired		-		-		-
Outstanding and exercisable, December 31, 2012		1,750,000	$	0.10	$	-

NOTE 9. INCOME TAXES

The income tax provision (benefit) for 2012 and 2011 differs from the computed expected provision (benefit) at the federal statutory rate for the following reasons:

	2012			2011

Federal income tax benefit, net of state income tax benefit	$	(213,369	)	$	(569,368	)
State income tax benefit		(60,583	)		(162,119	)
Permanent difference		26,472			215,071
Change in valuation allowance		247,480			516,416
State minimum income tax		800			800
Income tax provision	$	800		$	800

F-18

The components of the deferred tax assets as of December 31, 2012 and 2011 were as follows:

	2012			2011
Deferred tax assets:
Net operating loss carryforward	$	3,017,900		$	2,770,000
Less valuation allowance		(3,017,900	)		(2,770,000	)
Net deferred tax liability	$	-		$	-

The components of the income tax expense were as follows for 2012 and 2011:

	2012			2011
Increase in net operating loss carryforward - deferred	$	247,000		$	516,000
Change in valuation allowance - deferred		(247,000	)		(516,000	)
State minimum income tax - current		800			800
Income tax provision - current	$	800		$	800

As of December 31, 2012, the Company has net operating loss carryforwards available to offset future taxable income of $7,314,000 expiring beginning in 2020.

NOTE 10. COMMITMENTS AND CONTINGENCIES

Starting in 2006, the Company used the offices of the Company’s President at no cost, which is expected to continue until adequate funds are available.

NOTE 11. LITIGATION

The Company is subject to various claims covering a wide range of matters that arise in the ordinary course of its business activities. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company.

During 2002, eCast, settled a lawsuit with its prior landlord of $100,000 and unpaid interest $13,178. As of December 31, 2012 the balance $113,178 due for the settlement had not been paid and is reflected as a current liability.

Management is aware of a threatened litigation matter involving the nonpayment of $9,000 in legal fees. Management is not aware of any attempts by the claimant to pursue the litigation.

F-19

As previously reported in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, on November 1, 2010 the accounting firm of A.J. Robbins, P.C. filed a lawsuit in the District Court, City and County of Denver, Colorado, seeking recovery of fees allegedly owed for accounting services performed during 2004 to 2008. The claims have been asserted against the Company, a second corporate defendant, and our CEO, as a result of a personal guarantee. On December 15, 2010, Defendants filed an Answer which asserted several defenses. The parties exchanged initial disclosures, and the matter was set for trial on December 5, 2011. On August 3, 2011 the parties entered into a settlement agreement whereby the Defendants will jointly pay $85,000 to the plaintiffs and the Company will issue $45,000 of the Company’s stock to the plaintiffs. The Company was responsible to pay 50% of the cash payments, the other 50% of which was the responsibility of a second defendant. The cash payments were scheduled to be made in equal monthly payments over seven months commencing August 31, 2011. In consideration of the settlement, the parties executed a mutual release and agreed to withdraw the lawsuit. The releases and withdrawal are contingent upon the Company's full performance of the settlement agreement terms. The second defendant issued stock with a FV of $36,000 on the date of the agreement in full payment of the stock portion of the settlement agreement. As of November 11, 2012, the Company and the second corporate defendant have fulfilled all the obligations with respect to this liability and all of the $85,000 has been paid to the plaintiffs.

On January 5, 2012, Healthcare International Networks, LLC. (“HIN”) et. al. filed a lawsuit at the Los Angeles Superior Court, against the Company. The lawsuit filed by Plaintiffs alleges and seeks damages in the form of monetary relief for: 1) breach of contract; 2) conversion; and 3) Labor Code violations for failure to pay wages timely; and seeks equitable remedies in the form of: 1) rescission of contract; 2) declaratory relief; and 3) injunctive relief.

Legal representatives for HIN and for the Company determined the parties came to an agreement to settle their dispute in Case No. BC476301. The agreement is as follows: In exchange for the Company providing HIN $10,000 worth of common stock, HIN, along with all other Plaintiffs in this action shall dismiss, with prejudice, their lawsuit that was filed against the Company on January 5, 2012. In addition to this exchange of stock, the Company will relinquish any rights to the name Planet Hospital and will acknowledge the rescission of any alleged agreement between the Company and HIN for the purchase of the name Planet Hospital.

The Company shall issue a public statement acknowledging the rescission of the asset purchase agreement. HIN and associated other plaintiff shall forever waive their right to bring forth any cause of action arising from this alleged asset purchase agreement or any previously filed causes of action that were also associated with Case No. BC476301.

On November 8, 2012, a Notice of Settlement of Entire Case was filed with the Superior Court of California, County of Los Angeles, Stanley Mosk Courthouse, Department 32, which effectively notified the Court that this matter is presumed settled. The Court shall, nevertheless, retain the original Final Status Conference Date and the Trial Date. In addition the Court designated an Order to Show Cause for January 14, 2013 in regards to Dismissal of this matter.

Legal Representatives for both HIN and the Company are exchanging communications regarding settlement of this matter and making efforts to finalize the settlement agreement before the parties are asked to review and sign the documents. The settlement agreement was completed on February 20, 2013.

F-20

NOTE 12. SUBSEQUENT EVENTS

On January 8, 2013, the Company entered into an NPA with Asher. Under the terms of the NPA, the Company will issue to Asher convertible notes of $12,500. The Notes have a nine month maturity date from issuance. The notes bear interest at 8%. Any principal or interest on these notes which is not paid when due shall bear interest at 22% from the due date until paid. The conversion price shall equal the variable conversion price which shall mean 55% multiplied by the market price (representing a discount rate of 45%). Market price means the average of the lowest three trading prices for the common stock during the ten trading day period ending on the latest complete trading day prior to the conversion date. This note has a BCF of $10,200.

On January 30, 2013, the Company entered into a Debt Conversion Agreement (“DCA”) with Delta Capital Partners. Under the terms of the DCA, Delta Capital Partners confirms that pursuant to the note dated May 30, 2002 (the “Note”) of $13,400 with interest rate of 6% and a maturity date of May 30, 2007, the company owes the Delta Capital Partner a balance of $9,943 including principal and accrued interest as of January 30, 2013. Delta Capital Partners further agrees to convert principal of $957 and interest of $543 due under the Note into shares of common stock of the company, no par value, at the price of $0.0005 for 3 million shares. The parties anticipate that the Shares will be eligible for resale pursuant to Rule 144(b)(1).

On December 26, 2012, the Company entered into an NPA with Asher. Under the terms of the NPA, the Company issued to Asher convertible notes of $22,500 upon receipt of funds on January 10, 2013. The Notes have a nine month maturity date from issuance. The notes bear interest at 8%. Any principal or interest on these notes which is not paid when due shall bear interest at 22% from the due date until paid. The conversion price shall equal the variable conversion price which shall mean 55% multiplied by the market price (representing a discount rate of 45%). Market price means the average of the lowest three trading prices for the common stock during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company received $20,000 from Asher Enterprises on January 8, 2013 and recorded the transaction accordingly.

F-21

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