UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended: ~~March~~June 3130, 2013

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

For the transition period from _____ to ____

Commission File No. 333-163579

ATTUNE RTD

(Exact name of registrant as specified in its charter)

Nevada		32-0212241
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

3111 Tahquitz Canyon Way

Palm Springs, California 92263

(Address of principal executive offices, zip code)

(760) 333-3842

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~May~~August 159, 2013, there were 3940,~~450~~328,~~349~~ 418 shares of Class A common stock, $0.~~0166~~00004897 par value per share, outstanding;

ATTUNE RTD

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~MARCH~~JUNE 3130, 2013

INDEX

Index			Page
Part I.	Financial Information
	Item 1.	Financial Statements	4
		Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012	F-1
		Balance Sheets as of June 30, 2013 (unaudited) and December 31, 2012	F-1
		Statements of Operations for the three months ended March 31, 2013 and 2012, and the period from July 14, 2007 (Inception) to March 31, 2013 (unaudited)	F-2
		Statements of Operations for the three and six months ended June 30, 2013 and 2012, and the period from July 14, 2007 (Inception) to June 30, 2013 (unaudited)	F-2
		Statements of Cash Flows for the three months ended March 31, 2013 and 2012, and the period from July 14, 2007 (Inception) through March 31, 2012 (unaudited)	F-3
		Statements of Cash Flows for the Six months ended June 30, 2013 and 2012, and the period from July 14, 2007 (Inception) through June 30, 2013 (unaudited)	F-3
		Notes to Financial Statements (unaudited)	F-4
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
	Item 4.	Controls and Procedures	7
Part II.	Other Information
	Item 1.	Legal Proceedings	8
	Item 1A.	Risk Factors	8
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
	Item 3.	Defaults Upon Senior Securities	8
	Item 4.	Mine Safety Disclosures	8
	Item 5.	Other Information	8
	Item 6.	Exhibits	8
Signatures			9

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Attune RTD, a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: our ability to generate meaningful revenues, whether our products will ever be sold on a mass market commercial basis, our ability to protect our intellectual property, the Company’s need for and ability to obtain additional financing, the exercise of the ~~approximately 88.36%~~ control the Company’s officers and directors collectively hold of the Company’s voting securities, other factors over which we have little or no control, and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS.

ATTUNE RTD (a development stage company) Financial Statements For the Three and Six Months Ended ~~March~~June 3130, 2013 and 2012 and the Period from July 14, 2007 (Inception of Development Stage) to ~~March~~June 3130, 2013

TABLE OF CONTENTS

		Page
Balance Sheets at March 31, 2013 (Unaudited) and December 31, 2012		F-1
Balance Sheets at June 30, 2013 (Unaudited) and December 31, 2012		F-1
Unaudited Statements of Operations for the three months ended March 31, 2013 and 2012 and the period from July 14, 2007 (Inception of Development Stage) to March 31, 2013		F-2
Unaudited Statements of Operations for the three and Six months ended June 30, 2013 and 2012 and the period from July 14, 2007 (Inception of Development Stage) to June 30, 2013		F-2
Unaudited Statements of Cash Flows for the three months ended March 31, 2013 and 2012 and the period from July 14, 2007 (Inception of Development Stage) to March 31, 2013		F-3
Unaudited Statements of Cash Flows for the Six months ended June 30, 2013 and 2012 and the period from July 14, 2007 (Inception of Development Stage) to June 30, 2013		F-3
Notes to Unaudited Financial Statements		F-4

Attune RTD (a development stage company) Balance Sheets

Attune RTD
(a development stage company)
Condensed Balance Sheets

	June 30, 2013			December 31, 2012
	(Unaudited)
Assets

Current Assets
Cash	$	65,515		$	-

Total Current Assets		65,515			-

Property and Equipment, net		880			78,497

Total Assets	$	66,395		$	78,497

Liabilities and Stockholders' Equity (Deficit)

Current Liabilities
Accounts Payable	$	142,245		$	124,217
Accrued Expenses		355,479			202,692
Royalty Payable		22,000			22,000
Deferred Revenue		10,000			10,000
Liability to Guarantee Equity Value		90,980			90,980
Convertible Note Payable-net of discount of $55,872 and $2,696		127,628			120,304
Related Party Debt		10,184			10,184
Notes Payable		206,294			40,401
Derivative Liability		137,085			110,828

Total Current Liabilities		1,101,895			731,606

Long Term Liabilities
Long Term Debt - less current portion		-			130,706

Total Liabilities		1,101,895			862,312

Commitments and Contingencies (See Note 7)

Stockholders' Equity (Deficit)
Class B Participating Cumulative Preferred Super voting Stock, $0.0166 par value; 5,000,000 shares authorized; 1,000,000 issued and outstanding at June 30, 2013 and December 31, 2012, respectively		16,600			16,600
Class A Common Stock, $0.0000487 par value; 20,000,000,000 shares authorized; 39,450,349 and 32,126,727 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively		654,354			532,707
Class A Common Stock Payable		47,500			48,500
Additional Paid-in Capital		4,081,976			3,498,237
Deficit accumulated during development stage		(5,835,930	)		(4,879,859	)

Total Stockholders' Equity (Deficit)		(1,035,500	)		(783,815	)

Total Liabilities and Stockholders' Equity (Deficit)	$	66,395		$	78,497

	March 31, 2013			December 31, 2012
	(Unaudited)
Assets
Current Assets
Cash	$	752		$	-
Total Current Assets		752			-
Property and Equipment, net		72,154			78,497
Total Assets	$	72,906		$	78,497
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts Payable	$	123,684		$	124,217
Accrued Expenses		300,342			202,692
Royalty Payable		22,000			22,000
Deferred Revenue		10,000			10,000
Liability to Guarantee Equity Value		90,980			90,980
Convertible note payable-net of discount of 40,623 and $2,696		120,737			120,304
Related Party Debt		10,184			10,184
Current Portion of Long Term Debt		40,401			40,401
Derivative Liability		119,478			110,828
Total Current Liabilities		837,806			731,606
Long Term Liabilities
Long Term Debt - less current portion		127,329			130,706
Total Liabilities		965,135			862,312
Commitments and Contingencies (See Note 6)
Stockholders’ Deficit
Class B Participating Cumulative Preferred Super voting Stock, $0.0166 par value; 1,000,000 shares authorized; 1,000,000 issued and outstanding at March 31, 2013 and December 31, 2012, respectively		16,600			16,600
Class A Common Stock, $0.0166 par value; 59,000,000 shares authorized; 39,377,860 and 32,126,727 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively		653,151			532,707
Additional Paid-in Capital		4,069,173			3,498,237
Stock Payable		32,250			48,500
Deficit accumulated during development stage		(5,663,403	)		(4,879,859	)
Total Stockholders’ Deficit		(892,229	)		(783,815	)
Total Liabilities and Stockholders’ Deficit	$	72,906		$	78,497

The accompanying unaudited notes are an integral part of these Financial Statements

~~The accompanying unaudited notes are an integral part of these Financial Statements~~F-1

F-1

Attune RTD
(a development stage company)
Condensed Statements of Operations

													Period from July 14, 2007
	Three Months Ended						Six Months Ended						(Inception of Development Stage)
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012			to June 30, 2013
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenues	$	-		$	11,502		$	950		$	11,502		$	50,577

Operating Expenses
General and Administrative Expense		65,946			150,966			760,807			229,797			4,059,093
Change in Fair Value - Derivative		(7,738	)		(33,107	)		(29,220	)		7,647			18,950
Impairment of Patent and Trademarks		-			-			-			-			62,634
Loss on Software Impairment		-			-			-			-			74,269
Payroll Expense		100,054			68,846			206,707			141,180			1,493,710

Total Operating Expenses		158,262			186,705			938,294			378,624			5,708,656

Loss from Operations		(158,262	)		(175,203	)		(937,344	)		(367,122	)		(5,658,079	)

Other income (expense)

Gain on asset theft, net		-			-			-			-			29,126
Interest Expense		(14,015	)		(29,186	)		(18,477	)		(46,753	)		(100,474	)
Interest Income		-			-			-			-			15,999
(Loss) Gain on Debt conversion		-			-			-			-			(122,252	)
Income Tax Expense		(250	)		(800	)		(250	)		(800	)		(250	)

Total Other income (expense)		(14,265	)		(29,986	)		(18,727	)		(47,553	)		(177,851	)

Net Loss		(172,527	)		(205,189	)		(956,071	)		(414,675	)		(5,835,930	)

Preferred stock dividends		(5,049	)		(5,049	)		(10,042	)		(10,042	)		(120,779	)

Net loss applicable to common stock	$	(177,576	)	$	(210,238	)	$	(966,113	)	$	(424,717	)	$	(5,956,709	)

Net loss per common share applicable to common stock:
Basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.03	)	$	(0.03	)

Weighted average number of common shares outstanding:
Basic and diluted		31,623,324			29,035,342			31,623,324			29,035,342

~~Attune~~The ~~RTD~~accompanying (aunaudited ~~development~~notes ~~stage~~are ~~company)~~an ~~Statements~~integral part of ~~Operations~~these Financial Statements

							Period fromJuly 14, 2007
	Three Months Ended						(Inception ofDevelopment Stage)
	March 31, 2013			March 31, 2012			to March 31, 2013
	(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	950		$	-			50,577
Operating Expenses
General and Administrative Expense		694,861			78,830			3,993,145
Change in Fair Value - Derivative		(21,482	)		40,754			26,688
Impairment of Patent, Trademarks and Software		-			-			62,634
Loss on Software Impairment		-			-			74,269
Payroll Expense		106,653			72,334			1,393,656
Total Operating Expenses		780,032			191,918			5,550,392
Loss from Operations		(779,082	)		(191,918	)		(5,499,815	)
Other income (expense)
Gain on asset theft, net		-			-			29,124
Interest Expense		(4,462	)		(17,567	)		(86,459	)
Interest Income		-			-			15,999
(Loss) Gain on Debt conversion, net		-			-			(122,252	)
Total Other income (expense)		(4,462	)		(17,567	)		(163,588	)
Net Loss		(783,544	)		(209,485	)		(5,663,403	)
Preferred stock dividends		(5,049	)		(5,049	)		(115,786	)
Net loss applicable to common stock	$	(788,593	)	$	(214,534	)	$	(5,779,189	)
Net loss per common share applicable to common stock:
Basic and diluted	$	(0.03	)	$	(0.01	)
Weighted average number of common shares outstanding:
Basic and diluted		28,893,365			28,893,365

F-2

The accompanying unaudited notes are an integral part of these Financial Statements

Attune RTD
(a development stage company)
Condensed Statements of Cash Flows
(Unaudited)
							Period from July 14, 2007
	Six Months Ended						(Inception of
	June 30,						Development Stage)
	2013			2012			to June 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(956,071	)		(414,675	)	$	(5,835,930	)

Adjustments to Reconcile Net loss to Net Cash Used in Operating Activities:
Class A Common stock and preferred stock granted for services		662,250			30,000			1,800,705
Contributed Capital		-			-			111,781
Depreciation and Amortization		25,241			67,112			178,844
Amortization of Debt Discount		-			-			-
Interest expense on conversion to Class A common stock		-			-			24,035
Loss (Gain) on conversions of debt to Class A common stock, net		-			-			147,252
Gain on asset theft, net		-			-			(29,125	)
Impairment of Patent and Trademarks and Software		-			-			136,902
Change in Fair Value-Derivative		(29,220	)		7,647			18,950
Bad Debt Expense		-			-			9,000
Gain on Forgiveness of Debt		-			-			(25,000	)
Penalty Expense on defaulting - Asher		-			-			43,000

Changes in Assets and Liabilities:
Accounts Receivable		-			9,783			(9,000	)
Prepaid Expenses		-			2,706			-
Security Deposit		-			1,800			(1,794	)
Accounts Payable and Accrued Expenses		75,247			(33,969	)		391,364
Accrued Salary		95,566			-			213,440
Deferred Financing Costs		-			951			829
Liability to Guarantee Equity Value		-			-			35,000
Deferred Revenue		-			-			10,000
Royalty Payable		-			-			22,000

NET CASH USED IN OPERATING ACTIVITIES		(126,984	)		(328,645	)		(2,757,744	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred Patent costs		-			-			(41,378	)
Loans receivable from Officers		-			-			(175,825	)
Trademark Costs		-			-			(21,254	)
Insurance proceeds on asset theft		-			-			30,961
Cash paid for purchase of fixed assets		-			-			(27,820	)
Cash Received for sale of fixed assets		-			-			1,500

NET CASH USED IN INVESTING ACTIVITIES		-			-			(233,816	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Class A - Common Stock		-			128,000			2,747,617
Offering costs related to the Sale of Class A - Common Stock		-			-			(11,000	)
Sale of Class B - Preferred Stock		-			-			45,000
Contributed Capital		4,647			-			4,647
Borrowings on Debt		192,500			42,500			278,000
Principal Payments on Capital Lease Obligations		-			(354	)		(5,810	)
Loan Payable to Principal Stockholder		-			-			70,184
Repayment of Loan Payable to Principal Stockholder		-			-			(4,800	)
Redemption of Common Stock for Value		-			-			(4,999	)
Principal Payments on Software Licensing		-			(9,685	)		(31,768	)
Principal Payments on Truck Loans		(4,648	)		(8,215	)		(29,996	)

NET CASH PROVIDED BY FINANCING ACTIVITIES		192,499			152,246			3,057,075

NET INCREASE (DECREASE) IN CASH		65,515			(176,399	)		65,515

CASH AT BEGINNING OF PERIOD		-			254,137			-

CASH AT END OF PERIOD	$	65,515			77,738		$	65,515

Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest Expense	$	18,477		$	-		$	96,406
Income Tax	$	250		$	800		$	250

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Conversion of a Vendor Liability into Shares of Class A Common Stock	$	-		$	-		$	40,000
Capital Lease Obligation Recorded as Property and Equipment	$	-		$	-		$	7,058
Conversion of a shareholder loan into shares of Class A common stock	$	-		$	-		$	55,200
Reclassification of equity to liability to guarantee equity value due to price guarantee upon conversion	$	-		$	-		$	70,000
Reclassification of accounts payable to liability to guarantee equity value due to price guarantee upon conversion	$	-		$	-		$	48,980
Redemption of stock by officers for loan repayment	$	-		$	-		$	175,828
Financing of Software License	$	-		$	-		$	117,270
Capitalization of Deferred Financing Costs	$	-		$	112		$	2,612
Shares issued for services, accrued in prior period and issued in current	$	30,024		$	-		$	30,024
Capitalization of Derivative Liability	$	-		$	194,048		$	194,048
Financing of Truck Purchase	$	-		$	-		$	114,190
Debt Discount	$	64,208		$	-		$	64,208
Conversion of Debt	$	22,000		$	-		$	22,000
Derivative Adjustment due to Debt Conversion	$	8,732		$	-		$	8,732
Disposal of Trucks	$	65,949		$	-		$	65,949

~~F-2~~The accompanying unaudited notes are an integral part of these Financial Statements

~~Attune RTD (a development stage company) Statements of Cash Flows~~F-3

							Period fromJuly 14, 2007
	Three Months EndedMarch 31,						(Inception ofDevelopment Stage)
	2013			2012			to March 31, 2013
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(783,544	)		(209,485	)	$	(5,663,403	)
Adjustments to Reconcile Net loss to Net Cash Used in Operating Activities:
Class A Common stock and preferred stock granted for services		649,752			12,500			1,788,207
Contributed Capital		-			-			111,781
Depreciation and Amortization		8,909			31,000			162,512
Interest expense on conversion to Class A common stock		-			-			24,035
Loss (Gain) on conversions of debt to Class A common stock, net		-			-			147,252
Gain on asset theft, net		-			-			(29,125	)
Impairment of Patent and Trademarks		-			-			136,902
Change in Fair Value-Derivative		(21,482	)		40,754			26,688
Bad Debt Expense		-			-			9,000
Gain on Forgiveness of Debt		-			-			(25,000	)
Penalty Expense on defaulting - Asher		-			-			43,000
Changes in Assets and Liabilities:
Accounts Receivable		-			9,783			(9,000	)
Prepaid Expenses		-			1,435			-
Security Deposit		-			-			(1,794	)
Accounts Payable and Accrued Expenses		97,117			(50,979	)		413,231
Accrued Salary		-			-			117,875
Liability to Guarantee Value		-			-			35,000
Deferred Financing Costs		-			(2,500	)		829
Deferred Revenue		-			-			10,001
Royalty Payable		-			-			22,001
NET CASH USED IN OPERATING ACTIVITIES		(49,248	)		(167,492	)		(2,680,008	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred Patent costs		-			-			(41,378	)
Trademark Costs		-			-			(21,254	)
Loans receivable from Officers		-			-			(175,825	)
Insurance proceeds on asset theft		-			-			30,961
Cash paid for purchase of fixed assets		-			-			(27,820	)
Cash Received for sale of fixed assets		-			-			1,500
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		-			-			(233,816	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Class A - Common Stock		-			5,000			2,747,617
Offering costs related to the Sale of Class A - Common Stock		-			-			(11,000	)
Sale of Class B - Preferred Stock		-			-			45,000
Principal Payments on Capital Lease Obligations		-			-			(5,810	)
Contributed Capital		4,647			-			4,647
Loan Payable to Principal Stockholder		-			-			70,184
Repayment of Loan Payable to Principal Stockholder		-			-			(4,800	)
Borrowings on Debt		50,000			42,500			135,500
Principal Payment on Truck Loans		(4,647	)		(4,094	)		(29,995	)
Principal payments on Software License		-			(5,866	)		(31,768	)
Cash Paid for Redemption of common Stock		-			-			(4,999	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		50,000			37,540			2,914,576
NET INCREASE (DECREASE) IN CASH	$	752		$	(129,952	)	$	752
CASH AT BEGINNING OF YEAR	$	-		$	254,137		$	-
CASH AT END OF YEAR	$	752		$	124,185		$	752
Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest Expense	$	4,462		$	17,567		$	-
Income Tax	$	-		$	-		$	-
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Conversion of a Vendor Liability into Shares of Class A Common Stock	$	-		$			$	40,000
Capital Lease Obligation Recorded as Property and Equipment	$	-		$			$	7,058
Conversion of a shareholder loan into shares of Class A common stock	$	-		$			$	55,200
Reclassification of equity to liability to guarantee equity value due to price guarantee upon conversion	$	-		$			$	70,000
Reclassification of accounts payable to liability to guarantee equity value due to price guarantee upon conversion	$	-		$			$	48,980
Redemption of stock by officers for loan repayment	$	-		$			$	175,828
Financing of Software License	$	-		$			$	117,270
Capitalization of Deferred Financing Costs	$	-		$	112		$	2,612
Shares issued for services, accrued in prior period and issued in current	$	30,024		$	-		$	30,024
Capitalization of Derivative Liability	$	-		$	194,048		$	194,048
Financing of Truck Purchase	$	-		$			$	114,190
Debt Discount	$	38,864		$			$	38,864
Conversion of Debt	$	12,000		$			$	12,000
Derivative Adjustment due to Debt Conversion	$	8,732		$			$	8,732

ATTUNE RTD

~~The~~NOTES ~~accompanying~~TO ~~unaudited~~CONDENSED ~~notes are~~FINANCIAL ~~an integral part of these Financial Statements~~STATEMENTS

~~F-3~~June 30, 2013

~~ATTUNE RTD~~(Unaudited)

~~NOTES TO~~1. ~~CONDENSED~~NATURE ~~FINANCIAL~~OF ~~STATEMENTS~~OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~March 31,~~NATURE ~~2013~~OF OPERATIONS AND BASIS OF PRESENTATION

~~(Unaudited)~~The interim condensed financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to not make the information presented misleading.

1These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. ~~NATURE~~Except OFas ~~OPERATIONS~~otherwise disclosed, ~~BASIS~~all OFsuch ~~PRESENTATION~~adjustments ~~AND~~are ~~SUMMARY~~of OFa ~~SIGNIFICANT~~normal ~~ACCOUNTING~~recurring ~~POLICIES~~nature. It is suggested that these interim condensed financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2012 and notes thereto included in the Company’s 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.

~~NATURE~~The Company was incorporated on December 19, OF2001 ~~OPERATIONS~~under ~~AND~~the ~~BASIS~~name OFCatalyst ~~PRESENTATION~~Set Corporation and was dormant until July 14, 2007. On September 7, 2007, the Company changed its name to Interfacing Technologies, Inc. On March 24, 2008, the name was changed to Attune RTD.

~~The interim~~Attune ~~condensed~~RTD ~~financial~~(“The ~~statements included herein~~Company”, ~~presented in accordance with United States generally accepted accounting~~“us”, ~~principles and stated in US dollars~~“we”, ~~have~~“our”) ~~been~~was ~~prepared~~formed byin ~~the~~order ~~Company,~~to ~~without~~provide ~~audit,~~developed ~~pursuant~~technology related to the ~~rules~~operations ~~and regulations~~ of ~~the~~ ~~Securities~~energy ~~and Exchange Commission. Certain information and footnote disclosures normally included in financial statements~~efficient ~~prepared~~electronic insystems ~~accordance~~such ~~with~~as ~~generally~~swimming ~~accepted~~pool ~~accounting~~pumps, ~~principles~~sprinkler ~~have~~controllers ~~been~~and ~~condensed~~heating ~~or omitted pursuant to such rules~~ and ~~regulations,~~ ~~although~~air ~~the~~conditioning ~~Company~~controllers ~~believes~~among ~~that the disclosures are adequate to not make the information presented misleading~~others.

~~These statements~~The ~~reflect~~Company ~~all~~is ~~adjustments,~~presented ~~which~~as in the ~~opinion~~development stage offrom ~~management~~July 14, ~~are~~2007 ~~necessary~~(Inception ~~for fair presentation~~ of ~~the~~Development ~~information contained~~Stage) ~~therein.~~through ~~Except~~June ~~as otherwise disclosed~~30, ~~all such adjustments are of a normal recurring nature~~2013. ItTo-date, isthe ~~suggested~~Company’s ~~that~~business activities ~~these~~during ~~interim~~development ~~condensed~~stage ~~financial~~have ~~statements~~been becorporate ~~read~~formation, inraising ~~conjunction~~capital ~~with~~and the ~~financial~~development ~~statements of the Company for the year ended December 31, 2012~~ and ~~notes~~patenting ~~thereto~~of ~~included~~its inproducts with the ~~Company’s~~hopes ~~10-K~~of ~~annual~~entering ~~report. The Company follows~~ the ~~same~~commercial ~~accounting policies~~marketplace in the ~~preparation~~near ~~of interim reports~~future.

~~The Company~~USE ~~was~~OF incorporated on December 19, 2001 under the name Catalyst Set Corporation and was dormant until July 14, 2007. On September 7, 2007, the Company changed its name to Interfacing Technologies, Inc. On March 24, 2008, the name was changed to Attune RTD.ESTIMATES

~~Attune RTD (“~~The ~~Company”,~~preparation ~~“us”,~~of ~~“we”,~~financial ~~“our”)~~statements ~~was~~in conformity ~~formed~~with accounting principles generally accepted in ~~order~~the United States of America requires management to ~~provide~~make ~~developed~~estimates ~~technology~~and ~~related~~assumptions tothat affect the ~~operations~~reported amounts of ~~energy~~assets ~~efficient~~and ~~electronic~~liabilities ~~systems~~and ~~such~~disclosure asof ~~swimming~~contingent ~~pool~~assets ~~pumps,~~and ~~sprinkler~~liabilities at ~~controllers~~the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the estimates of depreciable lives and ~~heating~~valuation of property and ~~air~~equipment, ~~conditioning~~allowances ~~controllers~~for ~~among~~losses ~~others~~on loans receivable, valuation of deferred patent costs, valuation of equity based instruments issued for other than cash, valuation of officer’s contributed services, and the valuation allowance on deferred tax assets.

~~The Company~~CASH isAND ~~presented~~CASH as in the development stage from July 14, 2007 (Inception of Development Stage) through March 31, 2013. To-date, the Company’s business activities during development stage have been corporate formation, raising capital and the development and patenting of its products with the hopes of entering the commercial marketplace in the near future.EQUIVALENTS

~~USE~~For the purposes of the statements of cash OFflows, ~~ESTIMATES~~the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2013 and December 31, 2012.

~~The preparation~~PROPERTY ofAND financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the estimates of depreciable lives and valuation of property and equipment, allowances for losses on loans receivable, valuation of deferred patent costs, valuation of equity based instruments issued for other than cash, valuation of officer’s contributed services, and the valuation allowance on deferred tax assets.EQUIPMENT

~~CASH~~Property and equipment is recorded at cost. ~~AND~~Depreciation ~~CASH~~is ~~EQUIVALENTS~~computed using the straight-line method based on the estimated useful lives of the related assets of five years. Expenditures for additions and improvements are capitalized while maintenance and repairs are expensed as incurred.

For the purposes of the statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2013 and December 31, 2012.F-4

~~PROPERTY AND~~CONCENTRATION ~~EQUIPMENT~~OF CREDIT RISK

~~Property~~Financial instruments, which potentially subject ~~and~~us ~~equipment~~to isconcentrations ~~recorded~~of atcredit ~~cost~~risk, consist principally of cash. ~~Depreciation~~Our iscash ~~computed~~balances ~~using~~are maintained in accounts held by major banks and financial institutions located in the ~~straight-line~~United ~~method~~States. ~~based~~The Company occasionally maintains amounts on ~~the~~deposit ~~estimated~~with ~~useful~~a ~~lives~~financial institution that are in excess of the ~~related~~federally ~~assets~~insured limit of ~~five~~$250,000. ~~years~~The risk is managed by maintaining all deposits in high quality financial institutions. ~~Expenditures~~The ~~for~~Company ~~additions~~had ~~and~~$0 ~~improvements~~of ~~are~~cash ~~capitalized~~balances ~~while~~in ~~maintenance~~excess ~~and~~of ~~repairs~~federally insured limits at June 30, 2013 ~~are~~and ~~expensed~~December as31, ~~incurred~~2012.

~~F-4~~REVENUE RECOGNITION

~~CONCENTRATION~~We recognize revenue when the following criteria OFhave ~~CREDIT~~been ~~RISK~~met: persuasive evidence of an arrangement exists, the fees are fixed or determinable, no significant Company obligations remain, and collection of the related receivable is reasonably assured.

~~Financial instruments,~~The ~~which~~Company ~~potentially~~recognizes ~~subject~~revenue usin tothe ~~concentrations~~same period ofin ~~credit~~which ~~risk,~~they ~~consist~~are ~~principally~~incurred offrom ~~cash.~~its ~~Our~~business ~~cash~~activities ~~balances~~when goods are ~~maintained~~ intransferred ~~accounts~~or ~~held~~services byrendered. ~~major~~The ~~banks~~Company’s revenue ~~and~~generating ~~financial~~process ~~institutions~~consists ~~located~~of in the ~~United~~sale ~~States.~~of ~~The~~its ~~Company~~proprietary ~~occasionally~~technology ~~maintains amounts~~or onthe ~~deposit~~rendering ~~with~~of aprofessional ~~financial~~services ~~institution~~consisting of ~~that~~consultation ~~are~~and inengineering ~~excess~~relating types of ~~the~~activity ~~federally~~within ~~insured~~the ~~limit of $250,000~~industry. The ~~risk~~Company’s iscurrent ~~managed by~~billing ~~maintaining~~process ~~all~~consists of ~~deposits~~generating ininvoices ~~high~~for ~~quality~~the ~~financial~~sale ~~institutions.~~of ~~The~~its ~~Company~~merchandise ~~had~~or $0the rendering of ~~cash~~professional ~~balances~~services. inTypically, ~~excess~~invoices ofare ~~federally~~accepted ~~insured~~by ~~limits~~vendor atand ~~March~~payment ~~31,~~is ~~2013~~made ~~and~~against ~~December~~the ~~31,~~invoice ~~2012~~within 60 days upon receipt.

~~REVENUE~~There were limited revenues of $950 for the six months ending June ~~RECOGNITION~~30, 2013.

~~We recognize~~DEFERRED ~~revenue~~PATENT ~~when~~COSTS ~~the~~AND following criteria have been met: persuasive evidence of an arrangement exists, the fees are fixed or determinable, no significant Company obligations remain, and collection of the related receivable is reasonably assured.TRADEMARK

~~The Company~~Patent ~~recognizes~~costs ~~revenue~~are instated ~~the~~at ~~same~~cost ~~period~~(inclusive of inperfection ~~which~~costs) ~~they~~and ~~are~~will ~~incurred~~be ~~from~~reclassified ~~its~~to ~~business~~intangible ~~activities~~assets ~~when~~and ~~goods~~amortized ~~are~~on ~~transferred or~~a ~~services~~straight-line ~~rendered.~~basis ~~The~~over ~~Company’s~~the ~~revenue~~estimated ~~generating~~future periods ~~process~~to ~~consists~~be ofbenefited ~~the~~(twenty ~~sale~~years) ofif ~~its~~and ~~proprietary~~once ~~technology or~~ the ~~rendering~~ ofpatent ~~professional~~has ~~services~~been ~~consisting~~granted ofby ~~consultation~~the ~~and~~United ~~engineering~~States ~~relating~~Patent ~~types~~and ofTrademark ~~activity within the industry.~~office (“USPTO”). The Company’s ~~current~~will ~~billing~~write-off ~~process~~any ~~consists~~currently ofcapitalized ~~generating~~costs ~~invoices~~ for ~~the~~patents ~~sale~~not ofgranted ~~its~~by ~~merchandise or~~ the ~~rendering of professional services~~USPTO. ~~Typically~~Currently, ~~invoices are accepted by vendor and payment is made against~~ the ~~invoice~~Company ~~within~~has 60four ~~days upon receipt~~patents.

~~There were~~Trademark ~~limited~~costs ~~revenues~~are ofcapitalized ~~$950~~on ~~for~~our balance sheet during the ~~three~~period ~~months~~such ~~ending~~costs ~~March~~are incurred. The trademark is determined to have an indefinite useful life and is not amortized until such useful life is determined no longer indefinite. The trademark is reviewed for impairment annually. On December 31, 2011, ~~2013~~the Company evaluated and fully impaired all patents and trademarks due to uncertainty regarding funding of future cost.

~~DEFERRED PATENT~~SOFTWARE ~~COSTS~~LICENSE ~~AND TRADEMARK~~

~~Patent costs~~Due ~~are stated at cost (inclusive of perfection costs) and will be reclassified~~ to ~~intangible~~insignificant ~~assets~~revenue and ~~amortized~~lack onof ~~a straight-line~~future ~~basis~~contract, ~~over~~ the ~~estimated~~Company ~~future~~has ~~periods~~recognized toimpairment beof ~~benefited~~$74,269 ~~(twenty~~as ~~years)~~of ~~if and once~~ the ~~patent~~balance ~~has~~sheet ~~been~~date ~~granted~~of byDecember ~~the~~31, ~~United States Patent and Trademark office (“USPTO”)~~2012. The ~~Company~~asset ~~will~~is ~~write-off any currently capitalized costs for patents not~~fully ~~granted by the USPTO~~impaired. ~~Currently, the Company has four patents.~~

~~Trademark costs~~ACCOUNTING ~~are~~FOR capitalized on our balance sheet during the period such costs are incurred. The trademark is determined to have an indefinite useful life and is not amortized until such useful life is determined no longer indefinite. The trademark is reviewed for impairment annually. On December 31, 2011, the Company evaluated and fully impaired all patents and trademarks due to uncertainty regarding funding of future cost.DERIVATIVES

~~SOFTWARE~~The Company evaluates its convertible instruments, ~~LICENSE~~options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note and tainted Warrant), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

~~Due to insignificant revenue and lack of future contract, the Company has recognized impairment of $74,269 as of the balance sheet date of December 31, 2012. The asset is fully impaired.~~F-5

~~ACCOUNTING FOR~~IMPAIRMENT ~~DERIVATIVES~~OF LONG-LIVED ASSETS

~~The Company~~In ~~evaluates~~accordance ~~its~~with ~~convertible~~ASC ~~instruments~~360, ~~options,~~Property ~~warrants or other contracts to determine if those contracts or embedded~~Plant ~~components~~and ~~of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815~~Equipment, ~~“Derivatives and Hedging.” The result of this accounting treatment is that~~ the ~~fair~~Company ~~value~~tests ~~of the derivative is marked~~long-~~to-market~~lived ~~each~~assets ~~balance sheet~~or ~~date~~asset ~~and~~groups ~~recorded~~for asrecoverability awhen ~~liability.~~events Inor ~~the~~changes ~~event that the fair value is recorded as a liability, the change~~ in ~~fair value~~circumstances isindicate ~~recorded~~that intheir ~~the~~carrying ~~statement~~amount ofmay ~~operations~~not asbe ~~other income (expense)~~recoverable. ~~Upon~~Circumstances ~~conversion~~which orcould ~~exercise~~trigger of a ~~derivative~~review ~~instrument~~include, ~~the~~ ~~instrument~~but ~~is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that~~ are ~~initially~~not ~~classified as equity that become subject~~ limited to: ~~reclassification~~significant ~~under~~decreases ~~ASC~~in ~~Topic 815 are reclassified to liabilities at~~ the ~~fair~~market ~~value~~price of the ~~instrument~~asset; onsignificant ~~the~~adverse ~~reclassification~~changes ~~date.~~in ~~We analyzed~~ the ~~derivative~~business ~~financial~~climate ~~instruments~~or ~~(the~~legal ~~Convertible~~factors; ~~Note~~accumulation ~~and~~of ~~tainted~~costs ~~Warrant),~~significantly in ~~accordance~~excess ~~with~~of ~~ASC~~the ~~815.~~amount ~~The~~originally ~~objective~~expected isfor tothe ~~provide~~acquisition ~~guidance~~or ~~for~~construction ~~determining~~of ~~whether~~the ~~an equity-linked~~asset; ~~financial~~current ~~instrument~~period iscash ~~indexed~~flow toor anoperating ~~entity’s~~losses ~~own~~combined ~~stock.~~with ~~This determination is needed for~~ a ~~scope~~history ~~exception~~of ~~which~~losses ~~would enable~~or a ~~derivative~~forecast ~~instrument~~of tocontinuing belosses ~~accounted~~associated ~~for under~~ with the ~~accrual~~use ~~method. The classification~~ of ~~a non-derivative instrument that falls within~~ the ~~scope~~asset; ~~of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to,~~ and ~~Potentially Settled~~current ~~in,~~expectation athat ~~Company’s Own Stock” also hinges on whether~~ the ~~instrument~~asset iswill ~~indexed~~more tolikely anthan ~~entity’s own stock. A non-derivative instrument that is~~ not ~~indexed to an entity’s own stock cannot~~ be ~~classified~~sold asor ~~equity~~disposed ~~and~~significantly ~~must be accounted~~before ~~for~~the asend aof ~~liability.~~its ~~There~~estimated isuseful alife. ~~two-step~~Recoverability ~~approach in determining whether an instrument or embedded feature~~ is ~~indexed~~assessed tobased anon ~~entity’s own stock. First,~~ the ~~instrument’s~~carrying ~~contingent~~amount ~~exercise provisions, if any, must be evaluated, followed by an evaluation~~ of the ~~instrument’s~~asset ~~settlement~~and ~~provisions.~~its ~~The~~fair ~~Company utilized multinomial lattice models that~~ value ~~the derivative liability~~ ~~within~~which ~~the~~is ~~notes~~generally determined based on athe ~~probability~~sum ~~weighted~~of ~~discounted~~the undiscounted cash ~~flow~~flows ~~model.~~expected ~~The~~to ~~Company~~result ~~utilized~~from the ~~fair~~use ~~value~~and ~~standard~~the ~~set~~eventual ~~forth~~disposal byof the ~~Financial Accounting Standards Board~~asset, ~~defined~~ as ~~the~~well ~~amount~~as atspecific ~~which~~appraisal ~~the~~in ~~assets~~certain ~~(or~~instances. ~~liability)~~An ~~could~~impairment beloss ~~bought~~is ~~(or incurred)~~recognized orwhen ~~sold~~the ~~(or~~carrying amount ~~settled) in a current transaction between willing parties, that~~ is, ~~other~~not ~~than~~recoverable inand aexceeds ~~forced~~fair ~~or liquidation sale~~value.

FLong-5lived assets held and used by Attune RTD are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. Attune RTD recognized an impairment loss of $74,269 on software assets during 2012.

~~IMPAIRMENT OF~~RESEARCH ~~LONG-LIVED~~AND ~~ASSETS~~DEVELOPMENT

In accordance ~~with~~generally ~~ASC~~accepted ~~360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability~~accounting ~~when~~principles ~~events~~(ASC ~~or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include~~730-10), ~~but~~expenditures are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for ~~the~~research ~~acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset;~~ and ~~current~~development ~~expectation that the asset will more likely than not be sold or disposed significantly before the end~~ of ~~its estimated useful life. Recoverability is assessed based on~~ the ~~carrying~~ ~~amount~~Company’s ofproducts ~~the~~are ~~asset~~expensed ~~and~~when ~~its fair value which is generally determined based on the sum of the undiscounted cash flows~~incurred, ~~expected to result from the use~~ and ~~the~~are ~~eventual~~included ~~disposal of the asset, as well as specific appraisal~~ in ~~certain~~operating ~~instances~~expenses. ~~An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.~~

Long-lived assets held and used by Attune RTD are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. Attune RTD recognized an impairment loss of $74,269 on software assets during 2012.ADVERTISING

~~RESEARCH~~The Company conducts advertising for the promotion ~~AND~~of ~~DEVELOPMENT~~its products and services. In accordance with generally accepted accounting principles (ASC 720-35), advertising costs are charged to operations when incurred; such amounts aggregated $0 for the six months ended June 30, 2013 and 2012, respectively.

~~In accordance generally accepted accounting principles (ASC 730~~STOCK-~~10),~~BASED ~~expenditures for research and development of the Company’s products are expensed when incurred, and are included in operating expenses.~~COMPENSATION

~~ADVERTISING~~Compensation expense associated with the granting of stock based awards to employees and directors and non-employees is recognized in accordance with generally accepted accounting principles (ASC 718-20) which requires companies to estimate and recognize the fair value of stock-based awards to employees and directors. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.

~~The Company~~FAIR ~~conducts~~VALUE ~~advertising~~OF ~~for~~FINANCIAL the promotion of its products and services. In accordance with generally accepted accounting principles (ASC 720-35), advertising costs are charged to operations when incurred; such amounts aggregated $0 for the three months ended March 31, 2013 and 2012, respectively.INSTRUMENTS

~~STOCK-BASED~~Pursuant to ASC 820, Fair Value Measurements ~~COMPENSATION~~and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

~~Compensation expense~~Level associated with the granting of stock based awards to employees and directors and non-employees is recognized in accordance with generally accepted accounting principles (ASC 718-20) which requires companies to estimate and recognize the fair value of stock-based awards to employees and directors. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.1

~~FAIR~~Level 1 applies to assets or liabilities for ~~VALUE~~which OFthere ~~FINANCIAL~~are ~~INSTRUMENTS~~quoted prices in active markets for identical assets or liabilities.

~~Pursuant to~~Level ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:2

Level 2 applies to assets or liabilities for 1which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or Liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

~~Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.~~F-6

Level 2 3

Level 2 3 applies to assets or liabilities for which there are unobservable inputs ~~other~~to ~~than~~the ~~quoted~~valuation ~~prices~~methodology that are ~~observable~~significant ~~for~~to the ~~asset~~measurement orof ~~liability such~~the asfair ~~quoted~~value ~~prices~~of the ~~for similar~~ assets or liabilities in active markets; quoted prices for identical assets or Liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

FThe carrying amounts reported in the balance sheets for cash, accounts payable and accrued expenses approximate their fair market value based on the short-6term maturity of these instruments. The following table presents assets and liabilities that are measured and recognized at fair value as of June 30, 2013, on a recurring basis:

Level 3

Description		Level 1		Level 2		Level 3		Gains (Losses)
Derivative Liability	$	-	$	-	$	137,085	$	29,220
Total	$	-	$	-	$	137,085	$	29,220

~~Level 3~~The ~~applies~~following totable presents assets orand liabilities that ~~for which there~~ are ~~unobservable~~measured ~~inputs~~and torecognized ~~the~~at ~~valuation~~fair ~~methodology~~value ~~that~~as ~~are significant to the measurement~~ of ~~the~~December ~~fair~~31, ~~value~~2012, ofon ~~the~~a ~~assets~~recurring ~~or liabilities.~~basis:

The carrying amounts reported in the balance sheets for cash, accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments. The following table presents assets and liabilities that are measured and recognized at fair value as of March 31, 2013, on a recurring basis:

Description		Level 1		Level 2		Level 3		Gains (Losses)
Derivative Liability	$	-	$	-	$	110,828	$	38,946
Total	$	-	$	-	$	110,828	$	38,946

Description	Level 1		Level 2		Level 3		Gains (Losses)
Derivative Liability	$	-	$	-	$	119,478	$	21,482
Total	$	-	$	-	$	119,478	$	21,482

BASIC AND DILUTED NET LOSS PER COMMON SHARE

~~The~~Basic net loss per share is computed by dividing ~~following~~the ~~table~~net ~~presents~~loss ~~assets~~by ~~and~~the ~~liabilities~~weighted ~~that~~average ~~are~~number ~~measured~~of ~~and~~common ~~recognized~~shares atoutstanding ~~fair~~during ~~value~~the asperiod. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of ~~December~~common 31shares outstanding for the period and, ~~2012~~if dilutive, potential oncommon shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a ~~recurring~~result; the basic and diluted per share amounts ~~basis:~~for all periods presented are identical.

Description	Level 1		Level 2		Level 3		Gains (Losses)
Derivative Liability	$	-	$	-	$	110,828	$	38,946
Total	$	-	$	-	$	110,828	$	38,946

NEW ACCOUNTING PRONOUNCEMENTS

~~BASIC~~In February 2013, Financial Accounting Standards ~~AND~~Board ~~DILUTED~~(FASB) ~~NET~~issued ~~LOSS~~Accounting ~~PER~~Standards ~~COMMON~~Update ~~SHARE~~(ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

~~Basic net~~● ~~loss~~Present ~~per~~(either ~~share~~on ~~is computed by dividing~~ the ~~net~~face ~~loss by the weighted average number~~ of ~~common shares outstanding during~~ the ~~period.~~ ~~Diluted~~statement where net ~~loss~~income ~~per common share~~ is ~~computed~~presented byor ~~dividing~~in the ~~net~~notes) ~~loss by~~ the ~~weighted~~effects ~~average~~on ~~number of common shares outstanding for~~ the ~~period~~line ~~and,~~items ifof ~~dilutive,~~net ~~potential~~income ~~common~~of ~~shares~~significant ~~outstanding~~amounts ~~during~~reclassified ~~the~~out ~~period. Potentially dilutive securities consist~~ of ~~the~~accumulated ~~incremental~~other ~~common~~comprehensive ~~shares~~income ~~issuable~~- ~~upon~~but ~~exercise~~only ofif ~~common~~the ~~stock~~item ~~equivalents~~reclassified ~~such~~is asrequired ~~stock~~under ~~options and convertible debt instruments~~U.S. ~~Potentially~~GAAP ~~dilutive~~to ~~securities~~be ~~are~~reclassified ~~excluded~~to ~~from~~net ~~the~~income ~~computation~~in ifits ~~their~~entirety ~~effect~~in isthe ~~anti-dilutive.~~same Asreporting ~~a result~~period; ~~the~~ ~~basic~~ and ~~diluted per share amounts for all periods presented are identical.~~

~~NEW ACCOUNTING~~● ~~PRONOUNCEMENTS~~Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

~~In February~~The ~~2013,~~amendments ~~Financial~~apply ~~Accounting~~to ~~Standards~~all ~~Board~~public ~~(FASB)~~and ~~issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive~~private ~~Income~~companies ~~(Topic~~that ~~220):~~report ~~Reporting~~items of ~~Amounts~~other ~~Reclassified~~comprehensive ~~Out~~income. ofPublic ~~Accumulated~~companies ~~Other~~are ~~Comprehensive~~required ~~Income,~~ to ~~improve~~comply ~~the~~with ~~transparency of reporting~~ these ~~reclassifications.~~amendments ~~Other~~for ~~comprehensive income includes gains and losses that are initially excluded from net~~all ~~income~~reporting ~~for~~periods an(interim ~~accounting period. Those gains~~ and ~~losses are later reclassified out of accumulated other comprehensive income into net income~~annual). The amendments inare ~~the~~effective ~~ASU do not change the current requirements~~ for reporting ~~net~~periods ~~income~~beginning orafter ~~other~~December ~~comprehensive~~15, ~~income~~2012, infor ~~financial~~public ~~statements~~companies. ~~All~~Early ofadoption ~~the~~is ~~information~~permitted. ~~that~~The ~~this~~adoption of ASU ~~requires~~No. ~~already~~2013-02 is ~~required~~not expected to behave ~~disclosed~~a ~~elsewhere~~material inimpact ~~the~~on our financial ~~statements~~ ~~under~~position ~~U.S.~~or ~~GAAP.~~results ~~The~~of ~~new amendments will require an organization to:~~operations.

● Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income F- ~~but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and~~7

●In ~~Cross~~January 2013, the FASB issued ASU No. 2013-~~reference~~01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to ~~other~~the ~~disclosures~~offsetting ~~currently~~disclosure ~~required~~requirements ~~under~~originally Uestablished by ASU 2011-11.S. ~~GAAP~~The new ~~for~~ASU ~~other~~addresses ~~reclassification~~preparer ~~items~~concerns (that ~~are~~the ~~not~~scope ~~required~~of the disclosure requirements under ~~U.S.~~ASU ~~GAAP)~~2011-11 towas beoverly ~~reclassified~~broad ~~directly~~and toimposed unintended ~~net~~costs ~~income~~that inwere ~~their~~not ~~entirety~~commensurate inwith ~~the~~estimated ~~same~~benefits ~~reporting~~to ~~period~~financial statement users. ~~This~~In ~~would~~choosing beto narrow the ~~case~~scope of ~~when~~the aoffsetting ~~portion~~disclosures, of the ~~amount~~Board ~~reclassified~~determined ~~out~~that ofit ~~accumulated~~could ~~other~~make ~~comprehensive~~them ~~income~~more isoperable ~~initially~~and ~~transferred~~cost effective for preparers while still giving financial statement users sufficient information to aanalyze ~~balance~~the ~~sheet~~most ~~account~~significant (epresentation differences between financial statements prepared in accordance with U.gS. GAAP and those prepared under IFRSs. Like ASU 2011-11, ~~inventory~~the amendments in this update will be effective for ~~pension-related~~fiscal ~~amounts)~~periods ~~instead~~beginning on, or after January 1, 2013. The adoption of ~~directly~~ASU 2013-01 is not expected to ~~income~~have a material impact on our financial position or ~~expense~~results of operations.

~~The amendments~~In ~~apply~~October to2012, ~~all~~the ~~public~~Financial ~~and private companies that report items of other comprehensive income. Public companies are required~~Accounting toStandards ~~comply~~Board ~~with~~(FASB) ~~these~~issued ~~amendments~~Accounting ~~for~~Standards ~~all~~Update ~~reporting periods~~ (~~interim and annual~~ASU). ~~The~~2012-04, ~~amendments~~“Technical ~~are~~Corrections ~~effective~~and ~~for reporting periods~~Improvements” ~~beginning~~in ~~after~~Accounting ~~December~~Standards ~~15,~~Update ~~2012, for public companies~~No. ~~Early adoption is permitted~~2012-04. The ~~adoption~~amendments ofin ~~ASU~~this ~~No.~~update ~~2013-02~~cover ~~is not expected to have~~ a ~~material~~wide ~~impact~~range onof ~~our~~Topics ~~financial~~in ~~position~~the orAccounting ~~results of operations~~Standards Codification.

FThese amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-704 is not expected to have a material impact on our financial position or results of operations.

In ~~January~~ ~~2013~~August 2012, the FASB issued ASU ~~No. 2013~~2012-0103, ~~Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting~~ ~~Assets~~“Technical Amendments and ~~Liabilities,~~Corrections ~~which~~to ~~clarifies~~SEC ~~which~~Sections: ~~instruments~~Amendments ~~and~~to ~~transactions~~SEC ~~are~~Paragraphs ~~subject~~Pursuant to ~~the~~SEC ~~offsetting~~Staff ~~disclosure~~Accounting ~~requirements~~Bulletin ~~originally~~(SAB) ~~established~~No. ~~by ASU 2011-11~~114. ~~The~~, ~~new~~Technical ~~ASU~~Amendments ~~addresses~~Pursuant ~~preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits~~ to ~~financial~~SEC ~~statement users~~Release No. ~~In choosing to narrow the scope of the offsetting disclosures~~33-9250, ~~the Board determined that it could make them more operable~~ and ~~cost~~Corrections ~~effective~~Related ~~for preparers while still giving financial statement users sufficient information~~ to ~~analyze~~FASB ~~the~~Accounting ~~most significant~~Standards ~~presentation~~Update ~~differences~~2010-22 ~~between~~(SEC ~~financial~~Update)” ~~statements prepared~~ in ~~accordance~~Accounting ~~with~~Standards ~~U.S.~~Update ~~GAAP and those prepared under IFRSs~~No. ~~Like ASU 2011~~2012-~~11,~~03. ~~the~~This ~~amendments in this~~ update ~~will~~amends bevarious ~~effective~~SEC ~~for~~paragraphs ~~fiscal~~pursuant to ~~periods~~the ~~beginning~~issuance ~~on,~~of orSAB ~~after~~No. ~~January 1, 2013~~114. The adoption of ASU ~~2013~~2012-0103 is not expected to have a material impact on our financial position or results of operations.

In ~~October~~ July 2012, the ~~Financial~~FASB ~~Accounting~~issued ~~Standards~~ASU ~~Board~~2012-02, “Intangibles - Goodwill and Other (~~FASB~~Topic 350): ~~issued~~Testing ~~Accounting~~Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update ~~(ASU)~~No. 2012-0402. This update amends ASU 2011-08, ~~“Technical~~Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived ~~Corrections~~Intangible Assets for Impairment and ~~Improvements”~~permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in ~~Accounting~~accordance ~~Standards~~with ~~Update~~Subtopic ~~No.~~350-30, ~~2012~~Intangibles -04 Goodwill and Other - General Intangibles Other than Goodwill. The amendments inare ~~this~~effective ~~update~~for ~~cover~~annual aand ~~wide~~interim ~~range~~impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of ~~Topics~~a indate before July 27, 2012, if a public entity’s financial statements for the ~~Accounting~~most ~~Standards~~recent ~~Codification~~annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

~~These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements~~2. ~~The~~GOING amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.CONCERN

InThe accompanying condensed financial statements ~~August~~have ~~2012,~~been ~~the~~prepared ~~FASB~~in ~~issued~~conformity ~~ASU~~with ~~2012-03,~~accounting ~~“Technical~~principles ~~Amendments~~generally ~~and~~accepted ~~Corrections~~in tothe ~~SEC~~United ~~Sections:~~States ~~Amendments~~of toAmerica, ~~SEC~~which ~~Paragraphs~~contemplate ~~Pursuant~~continuation toof ~~SEC~~the ~~Staff~~Company ~~Accounting~~as ~~Bulletin~~a ~~(SAB)~~going Noconcern. ~~114.~~For ,the ~~Technical~~six ~~Amendments~~months ~~Pursuant~~ended toJune ~~SEC~~30, ~~Release No. 33-9250~~2013, ~~and~~the ~~Corrections Related~~Company tohad ~~FASB~~a ~~Accounting~~net ~~Standards~~loss ~~Update~~of ~~2010-22~~$956,071; net ~~(SEC~~cash ~~Update)”~~used in ~~Accounting~~operations ~~Standards~~of ~~Update~~$126,984 ~~No.~~and ~~2012-03.~~was ~~This~~a ~~update amends~~development ~~various~~stage ~~SEC~~company ~~paragraphs~~with ~~pursuant~~limited torevenues. ~~the~~In ~~issuance~~addition, as of ~~SAB~~June ~~No.~~30, 2013, ~~114.~~the ~~The~~Company ~~adoption~~had ofa ~~ASU~~working ~~2012-03~~capital isdeficit ~~not~~of ~~expected~~$1,036,381, toand ~~have~~ a ~~material impact~~deficit onaccumulated ~~our~~during ~~financial~~the ~~position~~development orstage ~~results~~ of ~~operations~~$5,835,930.

~~In July~~These ~~2012,~~conditions ~~the~~raise ~~FASB~~substantial ~~issued~~doubt ~~ASU 2012-02, “Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible~~about ~~Assets~~the ~~for~~Company’s ~~Impairment”~~ability in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to ~~assess~~continue ~~qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired~~ as a ~~basis~~going ~~for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill~~concern. ~~The~~These ~~amendments~~financial ~~are~~statements ~~effective~~do ~~for~~not ~~annual~~include ~~and~~any ~~interim~~adjustments ~~impairment~~to ~~tests performed~~reflect ~~for~~the ~~fiscal~~possible ~~years~~future ~~beginning~~effect ~~after~~on ~~September~~the ~~15,~~recoverability ~~2012. Early adoption is permitted, including for annual~~ and ~~interim~~classification ~~impairment tests performed as~~ of aassets ~~date~~or ~~before July 27, 2012, if a public entity’s financial statements for~~ the ~~most~~amounts ~~recent~~and ~~annual or~~classifications ~~interim~~of ~~period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption~~liabilities ofthat ~~ASU~~may ~~2012-02~~result isfrom ~~not~~the ~~expected~~outcome ~~to have a material impact on our financial position or results~~ of ~~operations~~these uncertainties.

2In order to execute its business plan, the Company will need to raise additional working capital and generate revenues. ~~GOING~~There ~~CONCERN~~can be no assurance that the Company will be able to obtain the necessary working capital or generate revenues to execute its business plan.

~~The accompanying~~Management’s ~~condensed~~plan ~~financial statements have been prepared~~ in ~~conformity~~this ~~with accounting principles generally accepted in the United States of America~~regard, ~~which contemplate continuation of the Company as a going concern. For the three months ended March~~includes ~~31,~~completing ~~2013,~~product ~~the Company had a net loss of $783~~development,~~544;~~ ~~net~~generating ~~cash~~marketing ~~used~~agreements inwith ~~operations~~product ofdistributors ~~$ 49,248~~ and ~~was~~raising aadditional ~~development~~funds ~~stage company~~through ~~with~~a ~~limited~~private ~~revenues.~~placement Inoffering ~~addition, as~~ of ~~March 31, 2013,~~ the Company’s ~~had~~common ~~a working capital deficit of $837,054, and a deficit accumulated during the development stage of $5,663,403~~stock.

~~These~~Management believes its business development ~~conditions~~and ~~raise~~capital ~~substantial~~raising ~~doubt~~activities ~~about~~will provide the Company’s with the ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties.

In order to execute its business plan, the Company will need to raise additional working capital and generate revenues. There can be no assurance that the Company will be able to obtain the necessary working capital or generate revenues to execute its business plan.F-8

~~Management’s plan~~3. inSOFTWARE this regard, includes completing product development, generating marketing agreements with product distributors and raising additional funds through a private placement offering of the Company’s common stock.LICENSE

~~Management~~The Company capitalized its ~~believes~~purchase of a software license in March 2011. The license is being amortized over 60 months following the straight-line method and included in Other Assets on the balance sheet in accordance to ASC 350. During the year ended December 31, 2011, the Company recorded $19,545 of amortization expense related to the license. The terms and conditions of the license arrangement that we have in place with our vendor for software is based on a sixty month buyout agreement for a Perpetual License payable in equal consecutive monthly installments in the amount of $5,650. The monthly payment includes interest, a one-time software license fee of $142,669 and associated maintenance fees, “the rider”. This agreement grants Attune the non exclusive, non transferable right to use the specified software in object code form only on its ~~business~~designated ~~development~~servers. The Rider and ~~capital~~the ~~raising~~installments ~~activities~~may not be cancelled. If installments are not made when due, and the default continues for 30 days after notice, the remaining unpaid balance of the One-Time License Fee shall be immediately due and payable. The Company may prepay the balance of remaining installments at any time, with an appropriate credit, as determined by IBI, for the future portion of the interest. Maintenance will ~~provide~~be provided for the balance of the designated period. Vendor may transfer and assign the Licensee’s payment obligation hereunder. The “Buyout Fee” is subject to adjustment in the event of upgrades. As of September 30, 2012, under the terms and conditions of the agreement, the Company is in default on the license agreement. The Company has been in contact with IBI over the ~~ability~~non-payment situation and as of the date of this filing, IBI has not prevented access to ~~continue~~the software and continues to bill the Company. Due to insignificant revenue and lack of future contract, the Company has recognized full impairment of $74,269 as aof ~~going~~the balance sheet date of December ~~concern~~31, 2012.

~~F-8~~4. CONVERTIBLE NOTE AND FAIR VALUE MEASUREMENTS

3On October 2011, the Company issued convertible promissory note in the amount of $42,500. ~~SOFTWARE~~The ~~LICENSE~~convertible note has a maturity date of July 2012 and an annual interest rate of 8% per annum. The holder of the note has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. The note has a variable conversion price of 58% representing a discount rate of 42% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion the Company recorded a derivative liability. On May 16, 2012, the Company issued 137,931 shares of Class A Common Stock to convert $8,000 of the convertible note into equity. The note was converted in accordance with the conversion terms; therefore, no gain of loss was recognized. On March 5, 2013, the Company issued 591,133 shares of Class A Common Stock to convert $12,000 of the convertible note into equity.

~~The Company~~On capitalized its purchase of a software license in March 2011. The license is being amortized over 60 months following the straight-line method and included in Other Assets on the balance sheet in accordance to ASC 350. During the year ended December 31 3, ~~2011~~2012, the Company ~~recorded~~issued ~~$19,545 of amortization expense related to the license. The terms and conditions of the license~~convertible ~~arrangement~~promissory ~~that~~note ~~we have~~ in ~~place with our vendor for software is based on a sixty month buyout agreement for a Perpetual License payable in equal consecutive monthly installments in~~ the amount of $53,~~650~~000. The ~~monthly~~convertible ~~payment~~note ~~includes~~has ~~interest,~~ a ~~one-time~~maturity ~~software license~~date ~~fee~~ of ~~$142,669~~September ~~and associated maintenance fees~~5, ~~“the~~2013 ~~rider”.~~and ~~This~~an ~~agreement~~annual ~~grants Attune the non exclusive,~~interest ~~non~~rate ~~transferable~~of ~~right~~8% toper ~~use the specified software in object code form only on its designated servers~~annum. The ~~Rider~~holder ~~and~~of the ~~installments may~~note ~~not~~has bethe ~~cancelled.~~right Ifto ~~installments~~convert ~~are~~any ~~not~~outstanding ~~made~~principal ~~when due,~~ and ~~the~~accrued ~~default~~interest ~~continues~~into ~~for 30 days after notice, the remaining~~fully ~~unpaid~~paid ~~balance~~and ~~of the One~~non-~~Time~~assessable ~~License~~shares ~~Fee~~of ~~shall~~Common ~~be immediately due and payable~~Stock. The ~~Company~~note ~~may~~has ~~prepay~~a ~~the~~variable ~~balance~~conversion ofprice ~~remaining installments at any time, with an appropriate credit, as determined by IBI, for the future portion~~ of ~~the~~50% ~~interest.~~representing ~~Maintenance will~~a bediscount ~~provided~~rate ~~for the balance~~ of ~~the designated period. Vendor may transfer and assign the Licensee’s payment obligation~~ ~~hereunder.~~50% ~~The “Buyout Fee” is subject to adjustment in the event~~ of ~~upgrades. As of September 30, 2012, under~~ the ~~terms~~ ~~and~~average ~~conditions~~ of the ~~agreement,~~three ~~the~~lowest ~~Company~~closing isbid instock ~~default~~prices onover the ~~license~~last ~~agreement.~~ten ~~The~~days ~~Company~~and ~~has~~contains ~~been~~no indilutive ~~contact~~reset ~~with~~feature. ~~IBI~~Due ~~over~~to the ~~non-payment~~indeterminable ~~situation~~number ~~and as~~ of ~~the~~shares ~~date of this filing, IBI has not prevented access~~ to ~~the~~be ~~software~~issued ~~and~~at ~~continues to~~conversion, ~~bill~~ the Company. ~~Due~~recorded toa ~~insignificant~~derivative ~~revenue~~liability. ~~and~~As ~~lack~~ of ~~future contract~~June 30, ~~the Company has recognized full impairment of $74~~2013,~~269 as~~ ofthis ~~the~~note ~~balance~~remains ~~sheet date of December 31, 2012~~outstanding.

4On January 5, 2012, the Company issued convertible promissory note in the amount of $42,500. ~~CONVERTIBLE~~The ~~NOTE~~convertible ~~AND~~note ~~FAIR~~has ~~VALUE~~a ~~MEASUREMENTS~~maturity date of July 2012 and an annual interest rate of 8% per annum. The holder of the note has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. The note has a variable conversion price of 58% representing a discount rate of 42% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion the Company recorded a derivative liability. As of December 31, 2012 and June 30, 2013, this convertible note is in default under the terms of the note agreement and remains outstanding.

On ~~October~~ ~~2011~~February 21, 2013, the Company issued convertible promissory note in the amount of $4250,~~500~~000. The convertible note has a maturity date of ~~July~~November ~~2012~~25, 2013 and an annual interest rate of 8% per annum. The holder of the note has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. The note has a ~~variable~~ conversion price of 5850% representing a discount rate of 4250% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion, the Company recorded a derivative liability. OnAs ~~May 16, 2012, the Company issued 137,931 shares~~ of ~~Class~~June ~~A Common Stock to convert $8~~30,~~000~~ ~~of the convertible note into equity. The note was converted in accordance with the conversion terms; therefore, no gain of loss was recognized. On March 5,~~ 2013, ~~the company issued 591,133 shares of Class A Common Stock to convert $12,000 of the convertible note into equity. The~~ ~~principal balance due remaining under~~ this note ~~after this conversion is $22,500. As of December 31, 2012, this convertible note is in default under the terms of the note agreement and~~ remains outstanding.

On ~~January~~ 5April 18, ~~2012~~2013, the Company issued convertible promissory note in the amount of $4222,500. The convertible note has a maturity date of ~~July~~January ~~2012~~22, 2014 and an annual interest rate of 8% per annum. The holder of the note has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. The note has a variable conversion price of 5845% representing a discount rate of 42 55% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion, the Company recorded a derivative liability. As of ~~December 31~~June 30, ~~2012 and March 31,~~ 2013, this ~~convertible~~ note ~~is in default under the terms of the note agreement and~~ remains outstanding.

~~On December~~In 3,June ~~2012~~2013, the Company ~~issued~~converted ~~convertible~~a ~~promissory note in the amount of~~ $310,000~~. The convertible~~ note ~~has~~to a ~~maturity date~~related ofparty ~~September~~into 5500,000 ~~2013~~share ~~and an annual interest rate~~ of 8%common ~~per annum~~stock. The ~~holder~~stock ofwas ~~the~~not ~~note~~issued ~~has~~as ~~the~~of ~~right~~June to30, ~~convert~~2013 ~~any outstanding principal~~ and ~~accrued~~is ~~interest~~included ~~into~~in ~~fully paid and non-assessable shares of Common~~ Stock Payable. ~~The~~In ~~note~~addition, ~~has~~the asame ~~variable~~related ~~conversion~~party, ~~price of~~in ~~50%~~June ~~representing~~2013, amade ~~discount~~another ~~rate~~$10,000 ofloan ~~50%~~to of the ~~average~~Company. ofThe ~~the~~loan ~~three~~is ~~lowest~~also ~~closing~~convertible into ~~bid~~common stock ~~prices~~at ~~over~~ the ~~last~~option ~~ten days and contains no dilutive reset feature. Due to the indeterminable number~~ of ~~shares to be issued at conversion,~~ the ~~Company~~lender ~~recorded a~~and ~~derivative~~is ~~liability.~~non-interest ~~As of March 31, 2013, this note remains outstanding~~bearing.

On February 21, 2013, the Company issued convertible promissory note in the amount of $50,000. The convertible note has a maturity date of November 25, 2013 and an annual interest rate of 8% per annum. The holder of the note has the right to convert any outstanding principal and accrued interest into fully paid and nonF-assessable shares of Common Stock. The note has a conversion price of 50% representing a discount rate of 50% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion, the Company recorded a derivative liability. As of March 31, 2013, this note remains outstanding.9

~~On April~~Because ~~18, 2013,~~ the Company ~~issued~~has ~~convertible~~failed ~~promissory~~to ~~note~~pay in the remaining ~~amount~~principal ofbalance ~~$22,500.~~together ~~The~~with ~~convertible~~accrued ~~note~~and ~~has~~unpaid ainterest ~~maturity~~upon ~~date of~~the ~~January~~maturity 22dates, ~~2014~~the ~~and~~Company anis ~~annual~~now ~~interest~~in ~~rate~~default ofunder the 8%notes ~~per~~with ~~annum.~~maturity ~~The~~dates ~~holder~~July of3, ~~the~~2012 ~~note~~and ~~has~~September ~~the~~12, ~~right~~2012. toOn ~~convert~~January ~~any~~30, ~~outstanding principal~~2013, ~~and~~demand ~~accrued~~for ~~interest~~immediate ~~into~~payment ~~fully~~as ~~paid~~provided in ~~and~~the ~~non-assessable~~notes ~~shares~~ of ~~Common~~$120,000, ~~Stock.~~representing ~~The~~150% ~~note~~of ~~has~~the aremaining ~~variable~~outstanding ~~conversion~~principal ~~price of~~balance, ~~45%~~together ~~representing~~with adefault ~~discount~~interest ~~rate~~was made ofby ~~55%~~vendors counsel. As of the ~~average~~date of ~~the~~this ~~three~~filing, ~~lowest~~the ~~closing~~Company ~~bid~~continues ~~stock~~to ~~prices~~work ~~over~~with the ~~last~~investor ~~ten~~who ~~days and~~has ~~contains~~advanced noadditional funds ~~dilutive~~beyond ~~reset feature. Due to~~ the ~~indeterminable~~date ~~number~~ of ~~shares~~the todemand beletter. ~~issued~~The atexcess ~~conversion~~of $43,000 ~~the~~represents ~~Company~~penalty ~~recorded a~~on ~~derivative~~default ~~liability.~~and Asare ofrecorded ~~March~~as ~~31,~~a ~~2013,~~loss ~~this~~in the ~~note~~income ~~remains outstanding~~statement.

FThe derivative features of the Notes taint (due to the indeterminate number of shares) the existing convertible instruments, specifically the warrants (“Tainted Warrants”) issued April 15, 2010 (“2010 Investor Warrants” -9 900,000 with an exercise price of $0.40 and maturity date of 4/15/13) and issued June 21, 2013 (“2013 Investor Warrants” – 1,375,000 with an exercise price of $0.040 and maturity date of 6/23/16). The 2010 Investor Warrants expired in this period.

Because the Company has failed to pay the remaining principal balance together with accrued and unpaid interest upon the maturity dates, the Company is now in default under the notes with maturity dates July 3, 2012 and September 12, 20125. OnFAIR ~~January~~VALUE ~~30,~~MEASUREMENTS-DERIVATIVE 2013, demand for immediate payment as provided in the notes of $120,000, representing 150% of the remaining outstanding principal balance, together with default interest was made by vendors counsel. As of the date of this filing, the Company continues to work with the investor who has advanced additional funds beyond the date of the demand letter. The excess of $43,000 represent penalty on default and recorded as a loss in the income statement.LIABILITIES

~~Due~~As discussed in Note 4 under Convertible Note toand Fair Value Measurements, the ~~indeterminable~~Company issued convertible notes payable that provide for the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued atis ~~conversion,~~based on the ~~Company~~future ~~recorded~~price of athe ~~derivative~~Company’s ~~liability~~common stock. The ~~derivative feature~~number of shares of common stock issuable upon conversion of the ~~notes~~promissory ~~taints~~note ~~all~~is ~~existing~~indeterminate. Due ~~convertible~~to ~~instruments,~~the ~~specifically~~fact that the ~~900,000~~number ~~warrants~~of ~~(term~~shares of 3common ~~years)~~stock issuable could exceed the Company’s authorized share limit, the ~~issued~~equity onenvironment ~~April~~is ~~2010~~tainted ~~with~~and anall ~~exercise~~additional ~~price~~convertible debentures and warrants are included in the value of $0the derivative.40 Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date.

5The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a lattice model. ~~FAIR~~The Company ~~VALUE~~recorded ~~MEASUREMENTS-DERIVATIVE~~current ~~LIABILITIES~~derivative liabilities of $137,084 and $110,828 at June 30, 2013 and December 31, 2012, respectively. The change in fair value of the derivative liabilities resulted in a gain of $(59,336) for the six months ended June 30, 2013 and a loss of $7,647 for the six months ended 2012. The gain of $(29,220) for the six months ended June 30, 2013 consisted of a gain of ($49,251) attributable to the fair value of warrants, a loss of ($30,116) due issuance of warrants, and a gain in market value of ($10,085) on the convertible notes.

As discussed in Note 4 under Convertible Note and Fair Value Measurements, the Company issued convertible notes payable that provide for the issuance of convertible notes with variable conversion provisions. The ~~conversion~~following ~~terms~~presents of the ~~convertible~~derivative ~~notes are variable~~liability ~~based~~value onby ~~certain~~instrument ~~factors,~~type ~~such~~at asJune the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit30, ~~the~~2013 ~~equity environment is tainted~~ and ~~all~~December ~~additional~~31, ~~convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives~~2012, ~~the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date.~~respectively:

The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a lattice model. The Company recorded current derivative liabilities of $119,478 and $110,828 at March 31, 2013 and December 31, 2012, respectively. The change in fair value of the derivative liabilities resulted in a gain of $(21,482) for the three months ended March 31, 2013 and a loss of $40,754 for the three months ended 2012. The gain of $(21,482) for the three months ended March 31, 2013 consisted of a loss of $38,864 due to convertible notes, a gain of ($39,576) attributable to the fair value of warrants, a gain of ($8,732) due to conversion, and a loss in market value of ($18,094) on the convertible notes.

	June 30, 2013		December 31, 2012
Convertible debentures	$	106,965	$	61,573
Common stock warrants		30,120		49,255
	$	137,085	$	110,828

The following ~~presents~~is ~~the~~a ~~derivative~~summary ~~liability~~of changes in the fair market value byof ~~instrument~~the ~~type~~derivative atliability ~~March~~during ~~31,~~the ~~2013~~six ~~and~~months ~~December~~ended ~~31,~~June ~~2012~~30, ~~respectively:~~2013.

	March 31, 2013			December 31, 2012
	Derivative
Convertible debentures	$	109,799		$	61,573
	Liability
Common stock warrants		9,679			49,255
	Total
	$	119,478		$	110,828
Balance, December 31, 2012	$	110,828
Increase in derivative value due to issuances of convertible promissory notes		94,324
Change in fair market value of derivative liabilities due to the mark to market adjustment		(59,336	)
Debt conversions		(8,732	)
Balance, June 30, 2013	$	137,084

~~The following is a summary of changes in the fair market value of the derivative liability during the three months ended March 31, 2013 and the year ended December 31, 2012:~~F-10

	Derivative
	Liability
	Total
Balance, December 31, 2012	$	110,828
Increase in derivative value due to issuances of convertible promissory notes		38,864
Change in fair market value of derivative liabilities due to the mark to market adjustment		(21,482	)
Debt conversions		(8,732	)
Balance, March 31, 2013	$	119,478

Key inputs and assumptions used to value the convertible debentures and warrants issued during the six months ended June 30, 2013 and the years ended December 31, 2012:

~~Key~~The Note #1 & #2 face ~~inputs~~amount ~~and~~as ~~assumptions~~of ~~used~~6/30/13 tois ~~value~~$108,000 ~~the~~with ~~convertible~~an ~~debentures~~initial ~~and~~conversion ~~warrants~~price ~~issued~~of ~~during~~58% of the ~~three~~3 ~~months~~lowest ~~ended~~lows ~~March~~out ~~31,~~of ~~2013~~the 10 previous days (effective rate of 58.00%). Both notes are in default and obligated to pay the 50% penalty and accrued interest – we therefore assumed the ~~years~~note ~~ended~~balances ~~December~~of 31$41,766 ~~2012:~~and $66,234 (total $120,000) and no additional interest is being accrued.

● The Note #13 ~~& #2~~ face amount as of 36/3130/13 is $~~108~~3,000 with an initial conversion price of 5850% of the 3 lowest lows out of the 10 previous days (effective rate of 50.00%). ● The Note #4 face amount as of 6/30/13 is $50,000 with an initial conversion price of 50% of the lowest lows out of the 90 previous days (effective rate of 32.56%).96 ● The Note #5 face amount as of 6/30/13 is $22,500 with an initial conversion price of 45% of the lowest lows out of the 90 previous days (effective rate of 29.30%). ~~Both~~● ~~notes~~The ~~are~~projected volatility curve for each valuation period was based on the annual historical volatility of the company in the previous section. ● For Notes #1 & #2 an event of default ~~and~~would ~~obligated~~occur to10% ~~pay~~of the time, increasing 5.00% per quarter to a maximum of 50%; ~~penalty~~for ~~and~~Note ~~accrued~~#3 ~~interest~~an –event weof ~~therefore~~default ~~assumed~~would occur 1% of the ~~note~~time, ~~balances~~increasing 1.00% per quarter to a maximum of ~~$41,766~~10%; and ~~$66~~for Notes #4 & #5 an event of default would occur 10% of the time,~~234~~ ~~(total~~increasing ~~$120~~5.00% per quarter to a maximum of 50%; ● The Holder would redeem based on availability of alternative financing,~~000)~~ increasing 2.0% monthly to a maximum of 10%; and no● ~~additional~~The ~~interest~~Holder iswould ~~being~~automatically ~~accrued~~convert the notes at maturity if the registration was effective and the company was not in default.

● The ~~Note #~~3 ~~face~~year ~~amount~~warrants aswith an exercise price of 3$0.040 and no reset features were valued at issuance 6/3121/13 isusing ~~$3,000~~the ~~with~~Black anScholes ~~initial~~model ~~conversion~~and the following assumptions: stock price ofat ~~50%~~valuation, of$0.10; ~~the~~strike price, $0.040; risk free rate 0.70%; 3 ~~lowest~~year ~~lows~~term ~~out~~and 36 month term remaining; and volatility of ~~the~~113.48% 10relating ~~previous~~to ~~days~~these ~~(effective~~warrants ~~rate~~as of 50issuance 6/21/13.~~00%).~~

~~F-10~~6. COMMON STOCK

●Upon ~~The~~formation, ~~Note~~the #4Company ~~face~~was ~~amount~~authorized to asissue 50,000 shares of ~~3/31/13~~common isstock ~~$50~~with no par value. On September 7, 2007, the Company amended its articles of incorporation to increase the number of authorized common shares to 1,000,000. ~~with~~On September 7, 2007, the Company enacted a 280 for 1 forward stock split pursuant to an ~~initial~~Amended ~~conversion~~and ~~price~~Restated Articles of ~~50%~~Incorporation filed with the Secretary of State of the ~~lowest~~State ~~lows~~of ~~out~~Nevada. All share and per share data in the accompanying financial statements has been retroactively adjusted to reflect the stock split. On November 28, 2007, the Company again amended its articles of incorporation to establish two classes of stock. The first class of stock is Class A Common Stock, par value $0.0166, of which 59,000,000 shares are authorized and the 90holders ~~previous~~of ~~days~~the ~~(effective~~Class ~~rate~~A Common Stock are entitled to one vote per share. The second class of 37stock is Class B Participating Cumulative Preferred Super-voting Stock, par value $0.500166, of which 1,000,000 shares are authorized. Each share of Class B preferred stock entitles the holder to one hundred votes, either in person or by proxy, at meetings of shareholders. The holders are permitted to vote their shares cumulatively as one class with the common stock. The Class B Participating Cumulative Preferred Super-voting Stock pays dividends at 6%).For the years ended December 31, 2012, 2011, 2010, 2009, 2008, and 2007, the board of directors did not declare any dividends. Total undeclared Class B Participating Cumulative Preferred Super-voting Stock dividends as of December 31, 2012, 2011, 2010, 2009, 2008, and 2007 were $110,737, $90,487, $70,237, $49,987 and $29,737, and $9,487, respectively.

●Class ~~The~~A ~~projected~~Common ~~volatility curve for each valuation period was based on the annual historical volatility of the company in the previous section.~~Stock

●Issuances ~~For Notes #1 & #2 an event~~ of ~~default~~the ~~would~~Company’s ~~occur~~common ~~10%~~stock during of the ~~time,~~years ~~increasing~~ended ~~5.00%~~December ~~per~~31, ~~quarter~~2007, to2008, a2009, ~~maximum~~2010, ~~of 50%; for Note #3 an event of default would occur 1% of the time~~2011, ~~increasing~~2012 ~~1.00% per quarter to a maximum of 10%;~~ and ~~for~~the ~~Notes~~six #4months anended ~~event~~June of30, ~~default~~2013 ~~would~~included ~~occur 10% of~~ the ~~time, increasing 5.00% per quarter to a maximum of 50%;~~following:

●Shares ~~The~~Issued ~~Holder~~for ~~would redeem based on availability of alternative financing, increasing 2.0% monthly to a maximum of 10%; and~~Cash

●During ~~The~~2007, ~~Holder~~224,000 ~~would~~shares ~~automatically~~of ~~convert~~Class ~~the~~A ~~notes~~common stock atwere ~~maturity~~issued iffor ~~the~~$36,000 ~~registration~~cash ~~was~~with ~~effective~~various ~~and~~prices per share ranging from $0.15 to $0.25. Additionally, the ~~company~~Company ~~was~~paid ~~not~~cash offering incosts ~~default~~of $2,500.

~~The 3~~During ~~year~~2008, ~~warrants~~2,352,803 ~~with~~shares ~~an exercise price~~ of ~~$0.40~~Class ~~and~~A nocommon stock ~~reset features~~ were ~~valued~~issued ~~using~~for ~~the~~$360,250 ~~Black~~cash ~~Scholes~~with ~~model~~various ~~and~~prices ~~the~~per ~~following assumptions:~~share ~~stock~~ranging ~~price~~from ~~at valuation,~~ $0.~~10;~~13 ~~strike~~to ~~price,~~ $0.~~40; risk free rate 0~~25.~~14%;~~ 3Additionally, ~~year~~the ~~term~~Company ~~and 0.5 month term remaining;~~paid ~~and~~cash ~~volatility~~offering ofcosts ~~126% resulting in a relative fair value~~ of $91,~~653 relating to these warrants~~500.

6In 2009, 3,688,438 shares of Class A common stock were issued for $437,435 cash with various prices per share ranging from $0.04 ~~COMMON~~to ~~STOCK~~$0.35. Additionally, the Company paid cash offering costs of $7,000.

~~Upon formation,~~In ~~the Company was authorized to issue 50~~2010,~~000~~ ~~shares of common stock with no par value. On September 7~~2, ~~2007~~138,610 ~~the~~shares ~~Company amended its articles~~ of ~~incorporation~~Class toA ~~increase the number of authorized~~ common ~~shares to 1,000,000. On September 7, 2007, the~~ ~~Company~~stock ~~enacted~~were aissued ~~280~~ for 1 forward stock split pursuant to an Amended and Restated Articles of Incorporation filed with the Secretary of State of the State of Nevada. All share and per share data in the accompanying financial statements has been retroactively adjusted to reflect the stock split. On November 28, 2007, the Company again amended its articles of incorporation to establish two classes of stock. The first class of stock is Class A Common Stock, par value $~~0.0166~~442,181 ofcash ~~which~~with ~~59,000,000~~various ~~shares~~prices ~~are authorized and the holders of the Class A Common Stock are entitled to one vote~~ per share. ~~The~~ranging ~~second~~from ~~class of stock is Class B Participating Cumulative Preferred Super-voting Stock, par value~~ $0.~~0166,~~18 ~~of which 1,000,000 shares are authorized. Each share of Class B preferred stock entitles the holder~~ to one hundred votes, either in person or by proxy, at meetings of shareholders. The holders are permitted to vote their shares cumulatively as one class with the common stock. The Class B Participating Cumulative Preferred Super-voting Stock pays dividends at 6%. For the years ended December 31, 2012, 2011, 2010, 2009, 2008, and 2007, the board of directors did not declare any dividends. Total undeclared Class B Participating Cumulative Preferred Super-voting Stock dividends as of December 31, 2012, 2011, 2010, 2009, 2008, and 2007 were $~~110,737, $90,487, $70,237, $49,987 and $29,737, and $9,487, respectively~~.35.

In 2011, 6,349,750 shares of Class A ~~Common~~common stock ~~Stock~~were issued for $1,318,750 cash with various prices per share ranging from $.20 to $.35.

~~Issuances of~~In ~~the~~2012, ~~Company’s~~1,530,000 ~~common~~shares ~~stock~~of ~~during~~Class ~~the~~A ~~years~~common stock ~~ended~~were ~~December~~issued ~~31,~~for ~~2007~~$153,000 ~~2008,~~cash ~~2009,~~with ~~2010,~~$.10 ~~2011~~price ~~and~~per ~~2012 included the following:~~share.

~~Shares~~In the second quarter ended June 30, 2013, ~~Issued~~357,143 shares of Class A common stock were sold for ~~Cash~~$12,500 cash with $.04 price per share. The shares related to this sale were not issued as of June 30, 2013 and are recorded as Stock Payable at June 30, 2013.

During 2007, 224,000 shares of Class A common stock were issued for $36,000 cash with various prices per share ranging from $0.15 to $0.25. Additionally, the Company paid cash offering costs of $2,500.F-11

~~During 2008,~~Shares ~~2,352,803~~Issued ~~shares of Class A common stock were issued~~ for ~~$360,250 cash with various prices per share ranging from $0.13 to $0.25. Additionally, the Company paid cash offering costs of $1,500.~~Services

In ~~2009~~ 2007, 314,~~688~~000,~~438~~000 vested shares of Class A common stock were issued ~~for~~to ~~$437,435~~founders ~~cash~~having ~~with~~a ~~various~~fair ~~prices~~value ~~per~~of ~~share~~$232,400, ~~ranging~~based ~~from~~on a nominal value of $0.~~04 to~~0166 $0per share.~~35.~~ ~~Additionally~~The $232,400 was ~~the~~expensed ~~Company~~upon ~~paid~~issuance ~~cash~~as ~~offering~~the ~~costs~~shares ofwere ~~$7,000~~fully vested.

In ~~2010~~ 2007, 250,~~138,610~~000 shares of Class A common stock were issued for ~~$442,181~~legal ~~cash~~services provided to the Company with ~~various~~a ~~prices~~value of $7,500 or $0.15 per share, ~~ranging~~based ~~from~~on ~~$.18~~a toFair Market Value $sales price.~~35.~~

In ~~2011~~ 2008, 6169,~~349,750~~000 shares of Class A common stock were issued for ~~$1,318,750~~services ~~cash~~having ~~with~~a ~~various~~fair ~~prices~~value ~~per~~of ~~share~~$34,530 ranging from $0.20 13 to $0.3525 per share, based on Fair Market Value sales prices.

In ~~2012~~ March 2009, 18,~~530,~~000 shares of Class A common stock were issued for ~~$153,000~~services ~~cash~~provided to the Company with a value of $~~.10~~2,400 ~~price~~or $0.07 per share, based on a Fair Market Value sales price.

~~F-11~~In June 2009, 17,333 shares of Class A common stock were issued for services provided to the Company with a value of $2,600 or $0.15 per share, based on a Fair Market Value sales price.

~~Shares~~In August 2009, 41,000 shares of Class A common ~~Issued~~stock were issued for ~~Services~~services provided to the Company with a value of $6,150 or $0.15 per share, based on a Market Value sales price.

In ~~2007~~ February 2009, 14500,000~~,000 vested~~ shares of contingently returnable Class A common stock were issued to ~~founders~~a ~~having~~consultant pursuant to an agreement whereby the consultant must establish a ~~fair~~contract ~~value~~with ofa ~~$232,400,~~specific ~~based~~distributor onand produce a ~~nominal value~~sale of ~~$0.0166~~the ~~per~~Company’s ~~share~~product through such distribution channel. ~~The~~As ~~$232~~of the date of this filing,~~400~~ ~~was~~no ~~expensed~~sales ~~upon~~have ~~issuance~~occurred asunder the contract and the shares ~~were~~are ~~fully~~not ~~vested~~considered issued or outstanding for accounting purposes.

In ~~2007~~ January 2010, 5021,000 shares of Class A common stock were issued for ~~legal~~ services provided to the Company with a value of $75,~~500~~250 or $0.15 25 per share, based on a Fair Market Value sales price.

In ~~2008~~ June 2010, ~~169~~750,000 shares of Class A common stock were issued for services ~~having~~provided ato ~~fair~~the Company with a value of $34270,~~530~~200 at values ranging from $0.1320 to $0.25 50 per share, based on a Fair Market Value sales ~~prices~~price.

In ~~March~~ ~~2009~~July 2010, 8250,000 shares of Class A common stock were issued for services provided to the Company with a value of $237,~~400~~500 or $0.07 15 per share, based on a Fair Market Value sales price.

In ~~June~~ ~~2009~~December 2010, 1755,~~333~~000 shares of Class A common stock were issued ~~for~~to ~~services~~2 ~~provided~~vendors tofor ~~the~~services ~~Company~~ with a value of $228,~~600~~050, orbased ~~$0.15 per~~on ~~share,~~ based on a Fair Market Value sales price.

In ~~August~~ ~~2009~~June 2011, 41815,000 shares of Class A common stock were issued for services provided to the Company with a value of $6220,~~150~~050 or at $0.1527 per share, based on a Fair Market Value sales price.

In ~~February~~ ~~2009~~August 2011, ~~500~~50,000 shares of ~~contingently returnable~~ Class A common stock were issued tofor aservices ~~consultant pursuant~~provided to ~~an agreement whereby~~ the ~~consultant~~Company ~~must establish a contract~~ with a ~~specific~~value ~~distributor and produce a sale~~ of ~~the Company’s~~$10,000 ~~product~~at ~~through such distribution channel~~$.20 Asper ~~of the date of this filing~~share, nobased ~~sales~~on ~~have~~a ~~occurred~~Fair ~~under~~Market ~~the contract~~Value ~~and~~sales ~~the shares are not considered issued or outstanding for accounting purposes~~price.

In ~~January~~ ~~2010~~November 2011, 21100,000 ~~shares~~Shares of Class A common stock were issued for services provided to the Company with a value of $520,~~250~~000 or at $0.2520 per share, based on a Fair Market Value sales price.

In ~~June~~ ~~2010~~March 2012, ~~750~~125,000 shares of Class A common stock were issued for services provided to the Company with a value of $~~270~~12,~~200~~500 at ~~values~~ ~~ranging from~~ $0.2010 ~~to $0.50~~ per share, based on a Fair Market Value sales price.

In ~~July~~ ~~2010~~June 2012, ~~250~~125,000 shares of Class A common stock were issued for services provided to the Company with a value of 37$12,500 orat $0.15 10 per share, based on a Fair Market Value sales price.

In ~~December~~ ~~2010~~July 2012, 55888,~~000~~900 shares of Class A common stock were issued tofor 2services ~~vendors~~provided ~~for~~to ~~services~~the Company with a value of $2888,~~050~~890 at $.10 per share, based on ~~based on~~ a Fair Market Value sales price.

In ~~June~~ ~~2011~~September 2012, ~~815~~275,000 shares of Class A common stock were issued for services provided to the Company with a value of $~~220~~33,~~050~~500 at $0.2710 per share, based on a Fair Market Value sales price.

~~In August 2011, 50,000 shares of Class A common stock were issued for services provided to the Company with a value of $10,000 at $.20 per share, based on a Fair Market Value sales price.~~F-12

In ~~November~~ ~~2011~~October 2012, ~~100~~360,000 ~~Shares~~shares of Class A common stock were ~~issued~~authorized for services provided to the Company with a value of $2036,000 at $0.2010 per share, based on a Fair Market Value sales price. As of December 31, 2012, the shares have not been issued and are recorded as stock payable.

In ~~March~~ December 2012, 125,000 shares of Class A common stock were ~~issued~~authorized for services provided to the Company with a value of $12,500 at $.10 per share, based on a Fair Market Value sales price. As of December 31, 2012, the shares have not been issued and are recorded as stock payable.

~~In June~~On ~~2012~~January 30, ~~125~~2013,~~000~~ ~~shares~~the ofC.E.O ~~Class~~and AC.F.O ~~common stock~~ were each issued 3,000,000 shares for services. ~~provided~~The toshares ~~the~~were ~~Company~~valued ~~with~~at ~~a value of~~ $12600,~~500~~000 ~~at $.10 per share,~~ based on a Fair Market Value ~~sales~~on ~~price~~the date of grant.

~~In July~~On ~~2012~~February 27, ~~888~~2013,~~900~~ 300,000 shares ~~of Class A common stock~~ were issued for services provided to the ~~Company~~company with a value of $8830,~~890~~000 ~~at $.10 per share,~~ based on a Fair Market Value ~~sales~~on ~~price~~the date of grant.

~~In September~~On ~~2012~~March 21, ~~275~~2013, 360,000 shares ~~of Class A common stock~~ were issued for services ~~provided~~fulfilling ~~to the Company with~~ a ~~value~~stock payable of $3336,~~500 at~~000 ~~$.10~~that ~~per~~was ~~share,~~accrued ~~based~~for onthrough aDecember ~~Fair~~31, ~~Market Value sales price~~2012.

~~F-12~~During the quarter ended June 30, 2013, the company authorized 197,500 shares for services with a value of $19,750 based on Fair Market Value on the date of grant. The shares have not been issued as of June 30, 2013 and are recorded as stock payable.

~~In October~~During ~~2012,~~the ~~360,000~~quarter ~~shares~~ended ofJune ~~Class~~30, A2013, ~~common~~the company ~~stock~~issued ~~were~~72,500 ~~authorized~~shares for services ~~provided to the Company~~ with a value of $361,~~000 at~~204 ~~$.10 per share,~~ based on a Fair Market Value ~~sales~~on ~~price.~~the Asdate of ~~December 31, 2012, the shares have not been issued and are recorded as stock payable~~grant.

~~In December~~Shares ~~2012,~~Issued ~~125,000~~in ~~shares~~Conversion of ~~Class A common stock were authorized for services provided to the Company with a value of $12,500~~Other ~~at $.10 per share, based on a Fair Market Value sales price. As of December 31, 2012, the shares have not been issued and are recorded as stock payable.~~Liabilities

~~On January~~During 302008, ~~2013~~100,000 ~~the~~shares ~~C.E.O~~of ~~and~~Class ~~C.F.O~~A common stock were ~~each~~ issued 3upon conversion of a $35,000~~,000~~ ~~shares~~liability ~~for~~to ~~services~~a vendor. The shares were valued at $~~600~~0.15 per share or $15,000, based on ~~Fair~~a ~~Market~~contemporaneous ~~Value~~cash onsales price and the ~~date~~Company recorded a $20,000 gain on conversion of ~~grant~~debt.

~~On February~~In ~~27,~~July ~~2013~~2009, ~~300~~139,~~000~~944 shares of Class A common stock were issued ~~for~~upon ~~services~~conversion ~~provided~~of a $48,980 liability from a vendor. The shares were valued at $16,793 or $0.12, based on a contemporaneous cash sales price. The Company agreed with the vendor, prior to conversion, that it would guarantee the ~~company~~value ~~with~~of the astock, when sold by the vendor, up to the dollar value for the 2009 liability converted ($48,980) and the above mentioned 2008 conversion as it was the same vendor ($35,000) and any difference in value, if less than the liability, would be paid in cash by the Company. As a result, the Company recorded the $48,980 conversion as a liability along with the prior year conversion of $3035,000 ~~based~~which resulted in an additional loss on ~~Fair~~conversion ~~Market~~of $35,000. The total cumulative liability to guarantee equity value ~~Value~~from onfiscal 2009 totaled $83,980 as relating to the ~~date~~above ofshares ~~grant~~at December 31, 2009. These shares were actually issued in 2010; however the liability was recorded in 2009 based on this guarantee.

~~On March~~In ~~21,~~August ~~2013~~2009, ~~360,000~~the ~~shares~~Company ~~were~~converted ~~issued~~$55,200 of ~~for~~loans ~~services~~due ~~fulfilling~~to a ~~stock~~shareholder ~~payable~~into 788,571 shares of common stock, which were valued at $36118,~~000~~286 ~~that~~or ~~was~~$0.15 ~~accrued~~per ~~for~~share, ~~through~~based ~~December~~on 31contemporaneous cash sales prices of the Company’s common stock. The Company recognized a loss on conversion of $62,637 and ~~2012~~charged $449 to interest expense.

During ~~the~~ ~~quarter~~2010, ~~the~~247,249 ~~company~~shares ~~authorized~~of ~~197,500~~Class ~~shares~~A ~~for~~common stock ~~services~~were ~~with~~issued aupon ~~value~~conversion of $1939,~~750~~272 ~~based~~of onvendor ~~Fair~~liabilities. ~~Market~~The ~~Value~~shares onwere ~~the~~valued ~~date of~~from ~~grant~~$0.10 ~~The~~to ~~shares~~$.36 ~~have~~per ~~not~~share, ~~been~~based on ~~issued~~a ascontemporaneous ofcash ~~March~~sales ~~31,~~price ~~2013~~ and ~~are~~the Company recorded asa ~~stock~~$49,615 ~~payable~~loss on conversion of debt.

~~Shares~~On October 2011, the Company issued a Convertible ~~Issued~~Note inwhich ~~Conversion~~as a result taints all convertible instruments outstanding. As such the Company recorded a derivative liability of $40,498 ~~Other~~for ~~Liabilities~~warrant outstanding, refer to Note 8.

~~During 2008~~On May 16, ~~100~~2012,~~000~~ the Company issued 137,931 shares of Class A ~~common~~Common ~~stock~~Stock ~~were~~to ~~issued~~convert ~~upon conversion of a~~ $358,000 ~~liability~~of tothe aconvertible ~~vendor.~~note ~~The~~into ~~shares were valued at $0~~equity.15 ~~per~~The ~~share~~note orwas ~~$15,000,~~converted ~~based~~in onaccordance ~~a contemporaneous cash sales price and~~ with the ~~Company~~conversion ~~recorded~~terms; ~~a $20~~therefore,~~000~~ no gain onor ~~conversion of~~loss ~~debt~~was recognized.

In July 2009, 139,944 shares of Class A common stock were issued upon conversion of a $48,980 liability from a vendor. The shares were valued at $16,793 or $0.12, based on a contemporaneous cash sales price. The Company agreed with the vendor, prior to conversion, that it would guarantee the value of the stock, when sold by the vendor, up to the dollar value for the 2009 liability converted ($48,980) and the above mentioned 2008 conversion as it was the same vendor ($35,000) and any difference in value, if less than the liability, would be paid in cash by the Company. As a result, the Company recorded the $48,980 conversion as a liability along with the prior year conversion of $35,000 which resulted in an additional loss on conversion of $35,000. The total cumulative liability to guarantee equity value from fiscal 2009 totaled $83,980 as relating to the above shares at December 31, 2009. These shares were actually issued in 2010; however the liability was recorded in 2009 based on this guarantee.F-13

~~In August~~On ~~2009~~March 6, 2013, the Company ~~converted~~issued ~~$55~~591,~~200 of loans due to a shareholder into 788,571~~ 133 shares of ~~common~~Class ~~stock,~~A ~~which~~Common ~~were~~Stock ~~valued at~~to ~~$118,286~~convert or $~~0.15 per share~~12,000 ~~based on contemporaneous cash sales prices~~ of the ~~Company’s~~convertible ~~common~~note ~~stock~~into equity. The ~~Company~~note ~~recognized a~~was ~~loss~~converted onin accordance with the conversion ofterms; ~~$62~~therefore,~~637~~ ~~and~~no ~~charged~~gain ~~$449~~or toloss ~~interest~~was ~~expense~~recognized.

~~During 2010,~~In ~~247~~June 2013,~~249~~ ~~shares~~the ofCompany ~~Class~~converted Aa ~~common~~$10,000 note ~~stock~~to ~~were~~a ~~issued~~related ~~upon~~party ~~conversion~~into ~~of $39~~500,~~272~~000 shares of ~~vendor~~Common ~~liabilities.~~Stock ~~The~~at ~~shares were valued from~~ $0.1002 ~~to $.36~~ per share,. ~~based~~The onnote awas ~~contemporaneous~~converted ~~cash~~in ~~sales~~accordance ~~price~~with ~~and~~ the conversion ~~Company~~terms; ~~recorded~~therefore, ano ~~$49,615~~gain or loss onwas ~~conversion of debt~~recognized.

~~F-13~~In 2010 the Company issued 900,000 warrants to several investors in the Company. These warrants are attached to issuances of common stock and expired on April 15, 2013.

~~On March~~Warrant 6,Activity ~~2013,~~for the ~~Company~~Quarter ~~issued~~ended ~~591,133 shares of Class A Common Stock to convert $12,000 of the convertible note into equity.~~June ~~The note was converted in accordance with the conversion terms; therefore~~30, no2013 ~~gain~~is oras ~~loss was recognized.~~follows:

In 2010 the Company issued 900,000 warrants to several investors in the Company. These warrants are attached to issuances of common stock.

		Warrant Shares				Exercise Price				Value if Exercised				Expiration Date
June 21, 2013			2,750,000			$	.04			$	110,000			June 23, 2016

~~Warrant Activity for the Quarter ended March 31, 2013 is as follows:~~F-14

		Warrant Shares				Exercise Price				Value if Exercised				Expiration Date
April 15, 2010			900,000			$	.40			$	360,000			April 15, 2013

Class B Participating Cumulative Preferred Super-voting Stock

~~On October~~Issuances ~~2011,~~of the Company’s ~~issued~~preferred stock aduring ~~Convertible Note which as a result taints all convertible instruments outstanding. As such~~ the ~~Company~~years ~~recorded~~ended aDecember ~~derivative~~31, ~~liability of $40~~2007,~~498~~ ~~for~~2008 ~~warrant~~and ~~outstanding,~~2009 ~~refer~~included tothe ~~Note 8.~~following:

~~On May~~Shares ~~16,~~Issued ~~2012,~~for the Company issued 137,931 shares of Class A Common Stock to convert $8,000 of the convertible note into equity. The note was converted in accordance with the conversion terms; therefore, no gain or loss was recognized.Cash

~~F-14~~In 2007, 133,333 shares of Class B preferred stock were issued for $45,000 cash or $0.3375 per share.

~~On March~~Shares 6,Issued ~~2013,~~for the Company issued 591,133 shares of Class A Common Stock to convert $12,000 of the convertible note into equity. The note was converted in accordance with the conversion terms; therefore, no gain or loss was recognized.Services

In 2007, 866,667 shares of Class B ~~Participating~~preferred stock ~~Cumulative~~were ~~Preferred~~issued ~~Super-voting~~to ~~Stock~~founders for services rendered during 2007 with a value of $0.3375 per share based on the above contemporaneous sale of Class B preferred stock.

~~Issuances of~~2010 ~~the~~Equity ~~Company’s~~Incentive ~~preferred stock during the years ended December 31, 2007, 2008 and 2009 included the following:~~Plan

In June 2010, we registered 4,000,000 shares of our Class A Common Stock pursuant to our 2010 Equity Incentive Plan which was also enacted in June 2010. Our Board of Directors has authorized the issuance of the Class A Shares to employees upon effectiveness of a recently issued Registration Statement. ~~Issued~~The Equity Incentive Plan is intended to compensate Employees for ~~Cash~~services rendered. The Employees who will participate in the 2010 Equity Incentive Plan have agreed or will agree in the future to provide their expertise and advice to us for the purposes and consideration set forth in their written agreements pursuant to the 2010 Equity Incentive Plan. The services to be provided by the Employees will not be rendered in connection with: (i) capital-raising transactions; (ii) direct or indirect promotion of our Class A Common Shares; (iii) maintaining or stabilizing a market for our Class A Common Shares. The Board of Directors may at any time alter, suspend or terminate the Equity Incentive Plan.

~~In 2007~~As of June 30, ~~133~~2013,~~333~~ 800,000 shares were approved under this plan for issuance by the Board of ~~Class~~Directors. B200,000 ~~preferred~~shares ~~stock~~each were ~~issued~~approved for ~~$45~~issuance to Shawn Davis,~~000~~ ~~cash~~Thomas Bianco, orPaul $0Davis and Raymond Tai.~~3375~~ ~~per~~As ~~share~~of June 30, 2013, the balance sheet date, none of the shares under this plan were granted or issued.

~~Shares Issued~~7. ~~for~~COMMITMENTS ~~Services~~AND CONTINGENCIES

~~In 2007,~~Employment 866,667 shares of Class B preferred stock were issued to founders for services rendered during 2007 with a value of $0.3375 per share based on the above contemporaneous sale of Class B preferred stock.Agreements

~~2010~~On March 26, 2008, the Company established ~~Equity~~two ~~Incentive~~employment ~~Plan~~arrangements by resolution of the Board of Directors with Shawn Davis, our chief executive officer, and Thomas Bianco, our chief financial officer. These arrangements established a yearly salary for each of $120,000. Because the employees have been, and are currently, employed by the Company in critical managerial positions, the Company believes it to be in their best interests to provide both Employees with certain severance protections and accelerated option vesting in certain circumstances. Effective December 3, 2012 through December 31, 2016, the Company established two new “Employment Agreements” and two new “Severance Agreements” by resolution of the board of directors with Mr. Davis, our Chief Executive Officer, and Mr. Bianco, our Chief Financial Officer. The “Employment Agreements” establish a yearly base salary of $185,000 for each, and are governed by separate “Severance Agreements”. The “Employee Agreements” allow for employee benefits of medical and dental insurance, life insurance, disability insurance, sick pay, paid leave, retirement, annual bonus and other benefits when the Company is financially able to provide for them or as determined by the Board of Directors.

InThe “Severance ~~June~~Agreements” ~~2010,~~provide wefor ~~registered~~aggregate ~~4,000,000~~severance ~~shares~~amounts ofequal ~~our Class A Common Stock pursuant~~ to ~~our~~300% ~~2010~~of ~~Equity~~the ~~Incentive~~Employee’s ~~Plan~~annual ~~which~~base ~~was~~salary ~~also enacted~~ in ~~June~~effect ~~2010.~~as of ~~Our~~the ~~Board~~date of ~~Directors~~such ~~have~~termination. ~~authorized~~In addition to the ~~issuance~~Severance ofAmount, the ~~Class~~Company Ashall ~~Shares~~provide toEmployees ~~employees~~with ~~upon~~full ~~effectiveness~~medical, dental, ofand avision ~~recently~~benefits ~~issued~~through ~~Registration~~the ~~Statement.~~third ~~The~~full ~~Equity~~year ~~Incentive~~following ~~Plan~~the isdate ~~intended~~of toEmployees ~~compensate~~termination. ~~Employees~~Company ~~for~~agrees ~~services~~that ~~rendered.~~Employee ~~The~~shall ~~Employees~~have ~~who~~one ~~will~~year ~~participate~~from in the ~~2010~~Employee’s ~~Equity~~termination ~~Incentive~~date ~~Plan~~in ~~have~~which ~~agreed~~to orexercise ~~will~~all ~~agree~~options inthat ~~the~~are ~~future~~vested toas ~~provide~~of ~~their~~the date ~~expertise~~upon ~~and~~which ~~advice~~Employee’s toemployment uswas ~~for~~terminated, ~~the~~subject ~~purposes~~to ~~and~~any ~~consideration~~trading ~~set~~window ~~forth~~requirements inor ~~their~~other ~~written~~restrictions ~~agreements~~imposed under ~~pursuant to~~ the ~~2010~~Company’s ~~Equity Incentive~~insider ~~Plan~~trading policy. The ~~services~~Severance toAgreements bestate ~~provided~~that byif during the ~~Employees~~period ~~will~~of ~~not~~time beduring ~~rendered~~which Employee inis ~~connection~~employed ~~with:~~by ~~(i)~~the ~~capital-raising~~Company ~~transactions; (ii)~~a ~~direct~~Change ~~or indirect promotion~~ of ~~our~~Control ~~Class~~occurs, A100% ~~Common~~of ~~Shares;~~the ~~(iii)~~unvested ~~maintaining~~portion orof ~~stabilizing~~all aoptions ~~market~~held ~~for~~by ~~our~~Employee ~~Class~~as of Athe ~~Common Shares.~~date ~~The~~of ~~Board~~Change of ~~Directors~~Control ~~may~~Event atshall ~~any~~be ~~time~~deemed ~~alter,~~vested ~~suspend~~and orEmployee ~~terminate~~shall ~~the~~be ~~Equity~~entitled ~~Incentive~~to ~~Plan~~exercise such options.

As of March 31, 2013, 800,000 shares were approved under this plan for issuance by the Board of Directors. 200,000 shares each were approved for issuance to Shawn Davis, Thomas Bianco, Paul Davis and Raymond Tai. As of March 31, 2013, the balance sheet date, none of the shares under this plan were granted or issued.F-15

7.The ~~COMMITMENTS~~Company ~~AND~~agrees ~~CONTINGIENCIES~~that if the payments are deemed “Golden Parachute” payments under the Internal Revenue Code of 1984 and the employees are obligated to pay an excise tax, the Company shall reimburse the Employees in full for both the amount of the excise tax, or ordinary income taxes owed in connection with the payment.

~~Employment~~As of June 30, 2013, the Company owed its ~~Agreements~~officers $277,101 based on the terms of the agreements.

~~On March~~Amend ~~26, 2008,~~ the ~~Company~~Fourth ~~established~~Article ~~two employment arrangements by resolution~~ of the ~~Board of Directors with Shawn Davis,~~Articles ~~our chief executive officer, and Thomas Bianco, our chief financial officer. These arrangements established a yearly salary for each~~ of $120,000. Because the employees have been, and are currently, employed by the Company in critical managerial positions, the Company believes it to be in their best interests to provide both Employees with certain severance protections and accelerated option vesting in certain circumstances. Effective December 3, 2012 through December 31, 2016, the Company established two new “Employment Agreements” and two new “Severance Agreements” by resolution of the board of directors with Mr. Davis, our Chief Executive Officer, and Mr. Bianco, our Chief Financial Officer. The “Employment Agreements” establish a yearly base salary of $185,000 for each, and are governed by separate “Severance Agreements”. The “Employee Agreements” allow for employee benefits of medical and dental insurance, life insurance, disability insurance, sick pay, paid leave, retirement, annual bonus and other benefits when the Company is financially able to provide for them or as determined by the Board of Directors.Incorporation

~~The “Severance~~On ~~Agreements”~~March ~~provide~~4, ~~for~~2013, ~~aggregate~~stockholders ~~severance~~holding ~~amounts~~68.77% of ~~equal~~the toshares ~~300%~~in the corporation, representing a majority of the ~~Employee’s~~voting ~~annual~~power, ~~base~~voted ~~salary~~ in ~~effect~~favor asto ofamend the ~~date~~Fourth Article of ~~such~~the Articles ~~termination.~~of InIncorporation ~~addition~~ to ~~the~~(a) ~~Severance~~Increase ~~Amount,~~ the ~~Company~~number ~~shall~~of ~~provide~~authorized ~~Employees~~shares ~~with~~of ~~full medical,~~Common ~~dental,~~Stock ~~and~~from ~~vision~~fifty ~~benefits~~nine ~~through~~million ~~the~~(59,000,000) shares ~~third~~of ~~full~~Common ~~year~~Stock ~~following~~to ~~the~~twenty ~~date~~billion (20,000,000,000) shares of ~~Employees~~Common ~~termination. Company~~stock; ~~agrees~~(b) ~~that~~Amend ~~Employee~~the ~~shall~~par ~~have~~value ~~one~~of ~~year~~Common Stock from a ~~the~~par ~~Employee’s~~value ~~termination~~$0.0166 ~~date~~per inshare ~~which~~ to ~~exercise~~a ~~all~~par ~~options~~value ~~that are~~of ~~vested~~$0.00004897 asper ofshare; ~~the~~(c) ~~date~~Amend ~~upon~~the ~~which~~Class ~~Employee’s~~B ~~employment~~Preferred ~~was~~shares ~~terminated,~~such ~~subject~~that tothe ~~any~~voting rights ~~trading~~of ~~window~~Class ~~requirements~~B ~~or other~~shareholders ~~restrictions~~are ~~imposed~~increased ~~under~~from ~~the~~one ~~Company’s~~hundred ~~insider~~votes ~~trading~~per ~~policy.~~share ~~The~~to ~~Severance~~twenty ~~Agreements~~thousand ~~state~~votes ~~that~~per ifshare; ~~during~~(d) ~~the~~Authorize ~~period~~the issuance of ~~time~~five ~~during~~million ~~which~~(5,000,000) ~~Employee~~shares isof ~~employed~~“blank bycheck” ~~the~~preferred ~~Company~~stock, a0.0166 ~~Change~~par ofvalue ~~Control~~per ~~occurs~~share, ~~100%~~to ofbe issued ~~the~~in ~~unvested~~series, ~~portion~~and of all ~~options~~ ~~held~~properties byof ~~Employee~~such aspreferred ofstock ~~the~~to ~~date~~be ofdetermined ~~Change~~by ofthe ~~Control~~Company’s ~~Event~~Board ~~shall~~of beDirectors. ~~deemed~~The ~~vested~~amendment became ~~and~~effective ~~Employee~~on ~~shall~~date beof ~~entitled~~filing, toJuly ~~exercise such~~10, ~~options~~2013.

~~F-15~~Stock Issuance Commitment

~~The Company~~On ~~agrees~~April ~~that~~3, if2012 ~~the~~The ~~payments~~Company ~~are~~entered ~~deemed~~into an ~~“Golden~~agreement ~~Parachute”~~with ~~payments~~one ~~under~~of ~~the~~its ~~Internal~~vendors, ~~Revenue~~whereby ~~Code of 1984 and~~ the ~~employees~~vendor ~~are~~will ~~obligated~~provide toservices ~~pay~~valued anat ~~excise tax~~$15,000 ~~the Company shall reimburse the Employees~~ in ~~full~~exchange for ~~both~~150,000 ~~the amount of~~shares ~~the~~of ~~excise~~contingently ~~tax,~~issuable orRestricted ~~ordinary~~Class ~~income~~A ~~taxes~~Common ~~owed~~Stock inat ~~connection~~$0.10 ~~with~~per ~~the payment~~share.

~~As of~~Operating ~~March 31, 2013, the Company owed its officers $230,901 based on the terms of the agreements.~~Leases

~~Amend~~On September 30, 2012, the companies leased office space located at 3700 E. Tahquitz Drive, Suite 117, Palm Springs, CA 92262 expired. Our corporate headquarters, including our principal administrative, marketing, technical support, and research and development departments, are presently located in Palm Springs, CA, in office and warehouse provided by the ~~Fourth~~Coachella ~~Article~~Valley Economic Partnerships (CVEP) iHub division. The Company has been assigned two office spaces and one area suitable for assembling our technology. Management took possession of the ~~Articles~~space ofon ~~Incorporation~~April 17, 2013. Rent has yet to be determined.

~~On March~~Legal 4, 2013, stockholders holding 68.77% of the shares in the corporation, representing a majority of the voting power, voted in favor to amend the Fourth Article of the Articles of Incorporation to (a) Increase the number of authorized shares of Common Stock from fifty nine million (59,000,000) shares of Common Stock to twenty billion (20,000,000,000) shares of Common stock; (b) Amend the par value of Common Stock from a par value $0.0166 per share to a par value of $0.00004897 per share; (c) Amend the Class B Preferred shares such that the voting rights of Class B shareholders are increased from one hundred votes per share to twenty thousand votes per share; (d) Authorize the issuance of five million (5,000,000) shares of “blank check” preferred stock, 0.0166 par value per share, to be issued in series, and all properties of such preferred stock to be determined by the Company’s Board of Directors. The amendment became effective on March 4, 2013.Matters

~~Stock~~From time to time, we may be involved in litigation ~~Issuance~~relating ~~Commitment~~to claims arising out of our operations in the normal course of business.

~~On April~~In 3March of 2010, ~~2012~~Attune ~~The~~RTD ~~Company~~engaged ~~entered~~the ~~into~~services of ana ~~agreement~~vendor ~~with~~to ~~one~~complete work described in the Scope of ~~its~~Services ~~vendors~~portion of a March 2010 agreement. Pursuant to the Agreement, the ~~whereby~~Company paid the vendor ~~will~~a ~~provide~~total of $70,618 towards the completion of services. ~~valued~~The atagreement contained a “not to exceed cost” of $1589,~~000~~435. inOn ~~exchange~~or ~~for~~about ~~150~~September 21, 2010 the Company issued vendor 250,000 shares of ~~contingently~~restricted ~~issuable Restricted~~ Class A Common Stock as atan incentive for vendor to deliver services not later than March 1, 2011. Vendor agreed to incrementally deliver work in process. No work in process was received from vendor. Vendor requested the Company pay an additional $018,818.10 ~~per~~On ~~share~~or about October 4, 2010, vendor repudiated the agreement. On February 23, 2011 the Company engaged the services of legal counsel and made written demand for the return of the stock certificate and attempted to initiate settlement negotiations. Vendor did not acknowledge receipt of letter.

~~Operating~~On September 25, 2011, the Company received ~~Leases~~Notice of Chapter 7 Bankruptcy Case filed personally by vendor.

On September 30, 2012, the companies leased office space located at 3700 E. Tahquitz Drive, Suite 117, Palm Springs, CA 92262 expired. Our corporate headquarters, including our principal administrative, marketing, technical support, and research and development departments, are presently located in Palm Springs, CA, in office and warehouse provided by the Coachella Valley Economic Partnerships (CVEP) iHub division. The Company has ~~been~~placed ~~assigned~~a ~~two~~“Stop” ~~office spaces and one area suitable for assembling our technology. Management~~on ~~took possession of~~ the ~~space~~certificate onwith ~~April~~its ~~17,~~Transfer ~~2013.~~Agent ~~Rent has yet~~ to beprevent ~~determined~~its consumption.

~~Legal~~As of this date, the Company is currently ~~Matters~~contemplating litigation with counsel to cancel the stock certificate. Attune’s alleged damages resulting from vendor’s failure to perform and subsequent repudiation of the contract, including the Company’s lost opportunity costs, should it pursue litigation against vendor, will need to be established by an economic expert. Vendor could conceivably pursue litigation against the Company for the $18,818; however, the Company believes this is not probable and therefore a contingent liability is not warranted.

~~From~~On or about July 30 of 2012, Wakabayashi Fund, ~~time~~LLC sent an email advertisement to ~~time~~Attune RTD, weto ~~may~~which beMr. ~~involved~~Davis, Attune RTD’s C.E.O and Thomas Bianco, Attune RTD’s C.F.O, responded. In subsequent telephone conversations, Mr. Stone of Wakabayashi Fund, LLC (the “Fund”) stated that he was a finance professional that previously held a high position in ~~litigation~~a ~~relating~~well toknown ~~claims~~securities ~~arising~~firm ~~out~~and regularly provides services for the purpose of ~~our~~funding ~~operations~~public companies, and/or finding good companies for his clients to invest in. After several weeks, and during two telephone conversations with both Davis and Bianco, Mr. Stone stated that several of his close colleagues with whom he had a pre-existing relationship had reviewed Attune RTD’s information, agreed to invest immediately, and were imminently prepared to send checks to the ~~normal~~company, ~~course~~but that he would not advise them to do so until after the company delivered to the Fund the first 750,000 share stock certificate. Only after Mr. Stone assured Davis and Bianco that the investment was assured, imminent and forthcoming, and that the company would be receiving the first of ~~business~~many checks within a week or two after he received the stock certificate, did Attune RTD agree to process the now pending stock certificate. Attune RTD negotiated the size of the stock certificate based on the amount of money Mr. Stone claimed the Fund would deliver in those short weeks, based on promises he allegedly secured from pre-existing relationships, amounting to $100,000 - $200,000 in funds that he stated would begin arriving at Attune RTD within the first few weeks. The Company indicated an urgent need for capital and believed that Mr. Stone would fulfill the promise that was bargained for. No funds or offers to provide funds for Attune RTD have been forthcoming from any person claiming any relationship with the Fund or Mr. Stone. The Company believes Mr. Stone’s statements were false and made to induce management into delivering the stock certificate. On May 17, 2013 the Company was notified by it transfer agent that Wakabayashi was attempting to clear a stock certificate. The Company notified the transfer agent it was placing a stop on the transaction. On or about July 2, 2013 the Company received an email from its transfer agent with a letter from Mr. Stone’s counsel. On or about June 10, 2013 the Company replied to Stone’s counsel detailing Mr. Stone’s promise and indicated the Company would not process the certificate, but in an effort to resolve this matter, the Company offered Mr. Stone 50,000 shares. The Company is prepared to litigate the matter.

As of March 31, 2013, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations. In March of 2010, Attune RTD engaged the services of a vendor to complete work described in the Scope of Services portion of a March 2010 agreement. Pursuant to the Agreement, the Company paid the vendor a total of $70,618 towards the completion of services. The agreement contained a “not to exceed cost” of $89,435. On or about September 21, 2010 the Company issued vendor 250,000 shares of Restricted Class A Common Stock as an incentive for vendor to deliver services not later than March 1, 2011. Vendor agreed to incrementally deliver work in process. No work in process was received from vendor. Vendor requested the Company pay an additional $18,818. On or about October 4, 2010, vendor repudiated the agreement. On February 23, 2011 The Company engaged the services of legal counsel and made written demand for the return of the stock certificate and attempted to initiate settlement negotiations. Vendor did not acknowledge receipt of letter.F-16

~~On September~~8. ~~25,~~RELATED ~~2011,~~PARTY ~~the Company received Notice of Chapter 7 Bankruptcy Case filed personally by vendor.~~TRANSACTIONS

~~Company has~~As ~~placed~~of aJune ~~“Stop”~~30, on2013 and December 31, 2012, the ~~certificate~~Company ~~with~~owed its ~~Transfer~~2 ~~Agent~~principal toofficers ~~prevent~~combined ~~its~~accrued ~~consumption~~salaries of $277,101 and $181,538, respectively.

~~As of~~The ~~this~~CEO ~~date,~~and ~~the~~CFO ~~Company~~of ~~is currently contemplating litigation with counsel to cancel~~ the ~~stock~~Company ~~certificate. Attune’s alleged~~contributed ~~damages~~$4,647 ~~resulting~~for ~~from~~the ~~vendors~~January, ~~failure~~February ~~to perform~~ and ~~subsequent~~March ~~repudiation~~2013 ofpayments ~~the~~for ~~contract,~~two ~~including~~vehicles for the ~~companies~~Company. ~~lost~~They ~~opportunity costs,~~do ~~should~~not itexpect ~~pursue litigation against vendor will need~~ to be ~~established~~repaid by ~~an economic expert. Vendor could conceivably~~ ~~pursue litigation against~~ the Company ~~for~~and ~~the~~therefore ~~$18,818, however~~ the ~~Company~~contribution ~~believes~~of ~~this~~$4,647 iswill ~~not~~be ~~probable~~considered ~~and~~contributed ~~therefore~~capital ato ~~contingent liability~~the ~~is not warranted~~Company.

On June 8, 2013, the Company released and discharged two Ford F150 vehicles, and all claims of ownership along with the entire remaining debt obligations owed on each vehicle to Mr. ~~RELATED~~Davis, ~~PARTY~~the ~~TRANSACTIONS~~Company’s CEO, and to Mr. Bianco, the Company’s principal financial officer. Both vehicles were purchased personally by and registered to the officers for business use in a pilot program the Company participated in with a major utility provider. The Company began making payments of $755.70 beginning on 6/06/2011 for the vehicle purchased by Mr. Davis and ended making payments on December 2012. The Company began making payments of $755.70 beginning on 6/06/2011 for the vehicle purchased by Mr. Bianco and ended making payments on December 2012. Both officers have agreed to reduce their deferred payroll amounts by $20,000 each. The transaction resulted in no gain or loss and was reflected as additional paid in capital.

~~As of~~9. ~~March~~SUBSEQUENT ~~31, 2013 and December 31, 2012, the Company owed its 2 principal officers combined accrued salaries of $230,901 and $181,538, respectively.~~EVENTS

~~The CEO~~On ~~and~~July ~~CFO~~25, of2013, the Company ~~contributed~~converted ~~$4,647~~a note ~~for~~with ~~the~~a ~~January,~~related ~~February~~party ~~and~~that ~~March~~was ~~2013~~issued ~~payments~~on ~~for~~June ~~two~~7, ~~vehicles~~2013 ~~for~~with ~~the~~a ~~Company. They~~face dovalue ~~not~~of ~~expect~~$10,000 tointo berestricted ~~repaid~~common bystock ~~the~~shares ~~Company~~at $0.02 ~~and~~per ~~therefore the contribution of $4~~share,~~647~~ ~~will~~satisfying bethe ~~considered~~note ~~contributed~~dated ~~capital to~~7/23/2012 ~~the~~in ~~Company~~full.

~~F-16~~On July 24, 2013 the Company issued 862,069 shares of Class A Common Stock to convert $15,000 principal of a convertible note dated September 28, 2011, as amended by Amendment No 1 dated October 17, 2011 with a principal face value of $42,500. The principal due remaining on this note after conversion is $24,750.

9On August 8, 2013, the Company issued convertible promissory note in the amount of $10,000. ~~SUBSEQUENT~~The ~~EVENTS~~convertible note has a maturity date of January 22, 2014 and an annual interest rate of 8% per annum. The holder of the note has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. The note has a variable conversion price of 35% representing a discount rate of 65% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion, the Company recorded a derivative liability.

~~On April 13, 2013, the Company issued 72,500 shares of Class A common stock at $.10 each for services provided by a vendor and these shares were accrued for at a prior period.~~F-17

~~On April~~ITEM ~~15,~~2. ~~2013, the Company~~MANAGEMENT’sS ~~vendor~~DISCUSSION ~~shipped~~AND ~~ten~~ANALYSIS ~~complete~~OF ~~BrioWave~~FINANCIAL ~~printed~~CONDITION ~~circuit~~AND ~~boards~~RESULTS ~~that~~OF ~~were received by the Company~~OPERATIONS.

OnResults of Operations for the Three Months ~~April~~Ended 15June 30, 2013, ~~900,000~~Compared ~~Warrants~~to ~~expired.~~the Three Months Ended June 30, 2012

~~On April~~Revenue. ~~18,~~For ~~2013,~~ the ~~Company entered into an agreement to execute~~ aquarters ~~convertible~~ended ~~promissory~~June ~~note in the amount of $22~~30,~~500~~ ~~bearing~~2013 ~~interest~~and ~~at 8% per annum~~2012, ~~with~~ the ~~note~~Company ~~due~~had ~~and~~revenue ~~payable~~of in$0 ~~January 22~~and $11,502, ~~2014~~respectively. The ~~note~~Company is ~~convertible~~in ~~into~~the ~~shares~~development stage ofand ~~Class~~has Alimited ~~common~~revenues, ~~stock~~as atthe aCompany ~~variable~~has ~~conversion~~been ~~price~~involved ~~based~~in ~~on 55% of~~ the ~~market value~~rollout ofand ~~the~~testing ~~stock at the time~~ of ~~conversion.~~its Onfirst ~~April~~products ~~26,~~into ~~2013,~~ the ~~funding was received by the Company~~Texas market.

~~On April~~Gross ~~18,~~Profit. ~~2013,~~ Since the Company ~~executed~~has anyet ~~agreement~~to ~~with~~record ~~Portage~~and ~~DTC~~or ~~Advisors,~~achieve ~~LLC~~any ~~for~~significant ~~the~~revenues, ~~purpose~~it ofdoes ~~executing~~not anhave ~~application~~any ~~for Depository~~costs ~~Trust~~associated ~~Clearing~~with ~~(DTC).~~sales, ~~The~~therefore there ~~services~~ are ~~valued~~no atgross ~~$11,000~~profits ~~and~~to ~~are all inclusive~~report.

OnOperating Expenses. ~~April~~Total ~~18,~~operating ~~2013~~expense ~~Greenberg~~was $158,262 ~~Grant~~for ~~& Richards contacted~~ the ~~Company~~three onmonths ~~behalf~~ended ofJune a30, ~~vendor~~2013, ~~and~~compared ~~made~~to ~~demand for~~ $21186,~~067.62~~705 for an ~~unpaid~~the ~~debt~~same ~~obligation.~~period ~~The~~in 2012 ~~amount~~a ~~owed~~decrease isof ~~unsecured~~approximately 15%. ~~Company~~This ~~management~~decrease ~~has~~was ~~contacted~~the ~~vendor~~result inof anadvertising ~~effort~~and topromotion ~~work~~expenses ~~out~~decreasing anby ~~agreement~~approximately to$56,000, ~~pay~~consulting ~~the~~and ~~debt~~other ~~that~~expenses isdecreased ~~agreeable~~by toapproximately ~~both~~$27,000. ~~vendor~~Payroll ~~and~~expenses ~~Company.~~for Asthe ofperiod ~~today’s~~ending ~~date~~June 30, no2013 rose ~~agreement~~by ~~has~~approximately ~~been reached~~$31,000.

OnProvision for Income ~~April~~Taxes. 19Our income taxes for the three months ended June 30, 2013, and 2012 were $0. We did not incur any federal tax liability for the ~~Company’s~~three ~~vendor~~months ~~shipped~~ended ~~ten~~June ~~complete~~30, ~~BrioWave~~2013 ~~printed~~and ~~circuit~~2012 ~~boards~~because ~~that~~we ~~were~~incurred ~~received~~operating bylosses ~~the~~in ~~Company~~these periods.

~~On April~~Net ~~24,~~Losses. ~~2013;~~We generated ~~Landry~~net &losses ~~Jacobs~~of $172,527 ~~LLC made demand~~ for ~~payment in~~ the ~~amount~~three ofmonths ~~$214.14~~ended onJune ~~behalf of a previous vendor~~30, ~~Authorize.net. The~~2013 ~~vendor~~compared ~~was engaged~~ to ~~clear~~$205,189 ~~credit~~for ~~card~~the ~~transactions~~same onperiod ~~its~~in ~~product~~2012, ~~website.~~a decrease ~~The~~of ~~debt obligation is unsecured~~16%.

~~On April~~Results ~~30,~~of ~~2013,~~Operations for the ~~Company~~Six ~~delivered~~Months Ended ~~sixteen~~June ~~pre-paid~~30, ~~BrioWave~~2013 ~~175p~~Compared ~~Smart Energy Management Controllers~~ to athe ~~vendor~~Six ~~pursuant to~~Months aEnded ~~sales~~June ~~agreement.~~30, 2012

~~F-17~~Revenue. For both six months ended June 30, 2013 and 2012, the company has had limited revenues. The Company is in the development stage and for the first six months of 2013 had $950 in revenues and for same period in 2012 had revenues of $11,502 from one customer.

~~ITEM 2~~Gross Profit. ~~MANAGEMENT’S~~Since the ~~DISCUSSION~~company ~~AND~~has ~~ANALYSIS~~yet OFto ~~FINANCIAL~~record ~~CONDITION~~any ~~AND~~significant ~~RESULTS~~revenues, OFit ~~OPERATIONS~~does not have any costs associated with sales, therefore there are no gross profits to report.

~~Results~~Operating Expenses. ofTotal ~~Operations~~operating expense was $938,294 for the ~~Three~~six ~~Months~~months ~~Ended~~ended ~~March~~June 3130, 2013, ~~Compared~~compared to $378,624 for the ~~Three~~same ~~Months~~period ~~Ended~~in ~~March~~2013, an 31increase of approximately 149%. This increase was primarily caused by the issuance of stock for services in the amount of $662,250 in 2013. Payroll related expenses increased in the six months ended June 30, 2013 by approximately 46% from the previous six month period in 2012. Product development expense increased by approximately $57,000 in the June 30, 2013 period compared to June 30, 2012.

~~Revenue.~~Provision for Income ~~For~~Taxes. Our income taxes for the ~~quarters~~six months ended ~~March~~June 3130, 2013 ~~and~~were ~~2012~~$250, compared to $800 for the ~~Company~~same ~~had~~period ~~revenue~~in of2012. ~~$950~~We did ~~and~~not ~~$0,~~incur ~~respectively,~~any .federal ~~The~~tax ~~Company~~liability isfor in the ~~development~~six ~~stage~~months ~~and~~ended ~~has~~June ~~limited revenues~~30, as2013 ~~the~~and ~~Company~~2012 ~~has~~because ~~been~~we ~~involved~~incurred operating losses in these ~~the~~periods. ~~rollout~~The ~~and~~income ~~testing~~tax ofrelates ~~its~~solely ~~first~~to ~~products into~~the minimum tax due to the ~~Texas~~State ~~market~~of California.

~~Gross Profit~~Net Earnings (Loss). We ~~Since~~generated ~~the~~net ~~Company~~losses ~~has~~of ~~yet~~approximately to$956,071 ~~record~~for ~~and~~the orsix ~~achieve~~months ~~any~~ended ~~significant~~June ~~revenues~~30, it2012 ~~does~~compared ~~not~~to ~~have~~approximately ~~any costs associated~~$414,675 ~~with~~for ~~sales,~~the ~~therefore~~same ~~there~~period ~~are~~in no2011, ~~gross~~an ~~profits~~increase toof ~~report~~approximately 131%.

~~Operating Expenses.~~Liquidity ~~Total~~and ~~operating~~Capital expense was $780,032 for the three months ended March 31, 2013, compared to $191,918 for the same period in 2012 a increase of approximately 306%. This increase was the result of consulting expenses increasing to over $600,000. Payroll expenses for the period ending March 31, 2013 also rose to $106,653, approximately $34,319 more than the same period in 2012. This along with the increase of professional fees for the period ending, March 31, 2013 of $59,024 – an increase of $38,641 from the same period for the prior year also assisted in the resulting increase.Resources

~~Provision for Income Taxes~~General. ~~Our~~At ~~income~~June 30, ~~taxes~~2013, ~~for~~cash ~~the~~was ~~three~~present ~~months~~in ~~ended~~the ~~March~~amount ~~31,~~of ~~2013 and 2012 were~~ $065,515. We ~~did~~have ~~not~~historically ~~incur~~met ~~any~~our ~~federal tax~~cash ~~liability~~needs ~~for~~through ~~the~~a ~~three~~combination ~~months~~of ~~ended~~proceeds from ~~March~~private ~~31,~~placements ~~2013~~of our securities and ~~2012~~from ~~because~~loans. weOur ~~incurred~~cash ~~operating~~requirements ~~losses~~are ingenerally ~~these~~for ~~periods~~operating activities.

Net Losses. We generated net losses of $783,544 for the three months ended March 31, 2013 compared to $209,485 for the same period in 2012, an increase of 274%. This increase was caused by the Company incurring a gain in fair value derivative of $(21,482) in March 2013 and a loss of $40,754 in March 2012, offset by the stock-based compensation issued to the officers in the amount of $607,250.6

~~Liquidity~~Our operating activities used cash in operations of approximately $126,984 for the six months ended June 30, 2013, and ~~Capital~~we ~~Resources~~used cash in operations of approximately $328,645 for the same period in 2012. The principal elements of cash flow from operations for the six months ended June 30, 2013 included a net loss of $956,071 offset by; depreciation and amortization expense of $25,241, stock-based expenses of $662,250, and accrued expenses and salaries of approximately $170,813.

~~General. At~~Cash ~~March~~received ~~31,~~in ~~2013,~~our ~~cash~~financing activities was ~~present~~$192,499 infor the ~~amount~~six ofmonths ~~$752.~~ended WeJune ~~have~~30, ~~historically~~2013, ~~met~~compared ~~our~~to cash ~~needs~~received ~~through a combination~~ of ~~proceeds~~ ~~from~~approximately ~~private~~$152,246 ~~placements~~during ofthe same ~~our~~period ~~securities~~in ~~and from loans~~2012. ~~Our cash requirements are generally for operating activities.~~

6As of June 30, 2013, current liabilities exceeded current assets by $1,036,381, compared to December 31, 2012, where current liabilities exceeded current assets by $731,606. Current assets increased approximately 100% from $0 at December 31, 2012 to $65,515 at June 30, 2013 while current liabilities increased 51% to $1,101,896 at June 30, 2013 from $731,606 at December 31, 2012. As a result, our working capital deficit increased from $731,606 at December 31, 2012 to $1,036,381 at June 30, 2013. Included in this increased deficit in working capital are notes payable, which at December 31, 2012 were long-term and are now current.

~~Our~~Currently, the Company ~~operating~~has ~~activities~~sufficient ~~used~~capital ~~cash~~to inmeet ~~operations~~its ofcurrent ~~approximately~~cash ~~$49,248~~needs. ~~for~~The ~~the~~Company ~~three~~will ~~months~~continue ~~ended~~to ~~March~~seek ~~31,~~additional ~~2013,~~capital and welong ~~used~~term ~~cash~~debt infinancing ~~operations~~to ofattempt ~~approximately~~to ~~$167,492~~provide ~~for~~working ~~the~~capital ~~same~~to ~~period~~meets inits ~~2012~~operating requirements. The ~~principal~~Company ~~elements~~is ofcurrently ~~cash~~making ~~flow~~a ~~from~~private placement ~~operations~~of ~~for~~its ~~the three~~stock ~~months~~to ~~ended~~raise ~~March 31~~capital, ~~2013~~but ~~included~~there ais ~~net~~no ~~loss~~assurance ofthat ~~$783,544~~the ~~offset~~Company ~~by;~~can ~~depreciation~~raise ~~and~~sufficient ~~amortization~~capital ~~expense~~or ofobtain ~~$8,909,~~sufficient ~~stock-based~~financing ~~expenses~~to ofenable ~~$649,752,~~it ~~and~~to ~~accrued~~sustain ~~expenses~~monthly ~~and salaries of approximately $97,117~~operations.

~~Cash received~~Going inConcern ~~our financing activities was $50,000 for the three months ended March 31, 2013, compared to cash received of approximately $47,500 during the same period in 2012.~~Qualification

AsThe Company has incurred ofsignificant ~~March~~losses ~~31,~~from ~~2013~~operations, ~~current~~and ~~liabilities~~such ~~exceeded~~losses ~~current~~are ~~assets~~expected byto ~~$837,054,~~continue. ~~compared~~The toCompany’s auditors have included a “Going Concern Qualification” in their report for the year ended December 31, 2012. In addition, ~~where~~the ~~current~~Company ~~liabilities~~has limited working ~~exceeded~~capital. ~~current~~The ~~assets~~foregoing byraises ~~$731,606~~substantial doubt about the Company’s ability to continue as a going concern. ~~Current~~Management’s plans ~~assets~~include ~~increased~~seeking ~~approximately~~additional ~~100%~~capital ~~from~~or $0debt atfinancing. ~~December~~There ~~31,~~is ~~2012~~no toguarantee ~~$752~~that atadditional ~~March 31,~~capital ~~2013~~or ~~while~~debt ~~current~~financing ~~liabilities~~will be ~~increased~~available ~~15%~~when and to ~~$837~~the extent required,~~806~~ ator ~~March~~that 31if available, ~~2013~~it ~~from~~will ~~$731,606~~be aton ~~December~~terms ~~31,~~acceptable ~~2012.~~to Asthe aCompany. ~~result,~~The financial ~~our~~statements ~~working~~do ~~capital~~not ~~deficit~~include ~~increased~~any adjustments that might result from ~~$731,606~~the atoutcome ~~December~~of ~~31,~~this ~~2012~~uncertainty. toThe ~~$837,054~~“Going atConcern ~~March~~Qualification” might ~~31,~~make ~~2013~~it substantially more difficult to raise capital.

~~Currently, the~~ITEM ~~Company has sufficient capital to meet its current cash needs~~3. ~~The~~QUANTITATIVE ~~Company~~AND ~~will~~QUALITATIVE ~~continue~~DISCLOSURES toABOUT ~~seek~~MARKET ~~additional capital and long term debt financing to attempt to provide working capital to meets its operating requirements~~RISK. The Company is currently making a private placement of its stock to raise capital, but there is no assurance that the Company can raise sufficient capital or obtain sufficient financing to enable it to sustain monthly operations.

~~Going~~As a smaller reporting company (as defined ~~Concern~~in ~~Qualification~~Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

~~The Company~~ITEM ~~has incurred significant losses from operations, and such losses are expected to continue~~4. ~~The~~CONTROLS ~~Company’s~~AND ~~auditors have included a “Going Concern Qualification” in their report for the year ended December 31, 2012~~PROCEDURES. In addition, the Company has limited working capital. The foregoing raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include seeking additional capital or debt financing. There is no guarantee that additional capital or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The “Going Concern Qualification” might make it substantially more difficult to raise capital.

~~ITEM 3.~~DISCLOSURE ~~QUANTITATIVE~~CONTROLS AND ~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~PROCEDURES

AsUnder the supervision and with the participation aof ~~smaller~~our ~~reporting~~management, ~~company~~our (principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in ~~Rule~~Rules ~~12b~~13a-215(e) ofand 15d-15(e) under the Securities Exchange Act) of 1934, weas ~~are~~of ~~not~~the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to ~~provide~~be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the ~~information~~time ~~called~~periods specified in SEC rules and forms relating to our Company, ~~for~~including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this ~~Item~~report 3was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of June 30, 2013.

~~ITEM~~There were no changes in the Company’s 4.internal ~~CONTROLS~~controls ~~AND~~over ~~PROCEDURES~~financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

~~DISCLOSURE CONTROLS AND PROCEDURES~~7

~~Under~~PART the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this reportII. ~~Disclosure~~OTHER controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our Company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of March 31, 2013.INFORMATION

~~There were~~ITEM no1. ~~changes~~LEGAL in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reportingPROCEEDINGS.

7The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

~~PART II~~ITEM 1A. ~~OTHER~~RISK ~~INFORMATION~~FACTORS

~~ITEM~~As a smaller reporting company (as defined 1.in ~~LEGAL~~Rule ~~PROCEEDINGS~~12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

~~The Company~~ITEM ~~is not currently subject to any legal proceedings~~2. ~~From~~UNREGISTERED ~~time~~SALES toOF ~~time,~~EQUITY ~~the~~SECURITIES ~~Company~~AND ~~may~~USE ~~become~~OF ~~subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant~~PROCEEDS. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

~~ITEM 1A~~None. ~~RISK FACTORS~~

~~As a~~ITEM ~~smaller~~3. ~~reporting~~DEFAULTS ~~company~~UPON ~~(as~~SENIOR ~~defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A~~SECURITIES.

~~ITEM 2~~None. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~

~~None~~ITEM 4. Mine Safety Disclosures.

~~ITEM 3.~~Not ~~DEFAULTS UPON SENIOR SECURITIES~~applicable.

~~None~~ITEM 5. OTHER INFORMATION.

~~ITEM~~On July 10, 2013 the Company filed an amendment 4with the Nevada Secretary of State that amended its Articles of Incorporation to (a) Increase the number of authorized shares of Common Stock from fifty nine million (59,000,000) shares of Common Stock to twenty billion (20,000,000,000) shares of Common Stock; (b) Amend the par value of Common Stock from a par value $0.0166 ~~Mine~~per ~~Safety~~share ~~Disclosures~~to a par value of $0.00004897 per share; (c) Amend the Class B Preferred shares such that the voting rights of Class B shareholders are increased from one hundred votes per share to twenty thousand votes per share; (d) Authorize the issuance of five million (5,000,000) shares of “blank check” preferred stock, 0.0166 par value per share, to be issued in series, and all properties of such preferred stock to be determined by the Company’s Board of Directors.

~~Not~~On June 21, 2013 the Company issued two Secured ~~applicable~~Promissory notes in the amount of $55,000 each to two investors. Under the terms of the agreement, the Company agrees to pay interest on the unpaid principal balance at the rate of twelve percent (12%) per annum from the date thereof until the same becomes due and payable, whether at maturity or by prepayment or otherwise. All payments are to be made from proceeds received in the normal course of business or from proceeds received in connection with an S-1 registration statement which the Company is currently working on. In connection with the notes, the Company issued each investor a warrant grant giving them the option, but not the obligation to purchase 1,375,000 shares each of restricted common stock shares for $0.04, beginning on June 21, 2013 and ending on June 23, 2016. The principal amount of each note shall accrue interest of $6,600, due at maturity with principal of $55,000, totaling $61,600 due on the date of maturity, June 23, 2014. The notes do not contain any prepayment penalties and are secured by the Company’s utility patent.

ITEM 5 6. ~~OTHER INFORMATION~~EXHIBITS.

~~None~~(a) Exhibits required by Item 601 of Regulation SK.

ITEM 6. EXHIBITS.

Number		Description

3.1		Articles of Incorporation*
3.2		Bylaws*
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

(a) Exhibits required by Item 601 of Regulation SK.

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

Number		Description
3.1		Articles of Incorporation*
3.2		Bylaws*
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Filed with and incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-163570), as filed with the Securities and Exchange Commission on December 8, 2009.

* * Filed ~~with~~ ~~and incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No~~herewith. ~~333-163570), as filed with the Securities and Exchange Commission on December 8, 2009.~~

*** ~~Filed~~In accordance with Regulation S-T, the XBRL related information on Exhibit No. 101 to this Quarterly Report on Form 10-Q shall be deemed “furnished” herewith not “filed”.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ATTUNE RTD (Name of Registrant)
Date: May 15, 2013	By:	/s/ Shawn Davis
Date: August 14, 2013	By:	/s/ Shawn Davis
		Shawn Davis
		Chairman and Chief Executive Officer

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