10-12G

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 10

                   GENERAL FORM FOR REGISTRATION OF SECURITIES
     PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


                          TBC GLOBAL NEWS NETWORK, INC.
                 (Name of Small Business Issuer in Its Charter)

            Nevada                                               47-3903460
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

1950 Fifth Avenue, Suite 100, San Diego, California                  92101
    (Address of Principal Executive Offices)                      (Zip Code)

                    Issuer's telephone number: (619) 386-9185

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

   Title of each class                       Name of each exchange on which
   to be so registered                       each class is to be registered
   -------------------                       ------------------------------
         None                                            None

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

                                  Common Stock
                                (Title of Class)

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

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

ITEM 1. BUSINESS.

BUSINESS DEVELOPMENT.

     TBC Global News Network,  Inc.  ("Company")  was formed in Delaware in June
1997 under the name SyCo Comics and Distribution  Inc. and is the successor to a
limited  partnership named SyCo Comics and Distribution formed under the laws of
the Commonwealth of Virginia on January 15, 1997, by Sy Robert Picon and William
Spears, the co-founders and principal  stockholders of the Company.  On February
17, 1999,  SyCo Comics and  Distribution  Inc.  changed its name to Syconet.com,
Inc. With the filing of Articles of Merger with the Nevada Secretary of State on
April 12, 2002,  the Company was  redomiciled  from Delaware to Nevada,  and its
number of authorized  common shares was increased to  500,000,000  (see Exhibits
2.1 and 3.1).

     On November 21,  2002,  the Company  amended its articles of  incorporation
changing its name to Point Group  Holdings,  Incorporated  (see Exhibit 3.2). On
March 5, 2003, the Company again amended the articles of  incorporation  so that
(a) an increase in the  authorized  capital stock of the Company can be approved
by the board of directors without shareholder consent; and (b) a decrease in the
issued and  outstanding  common  stock of the  Company (a reverse  split) can be
approved by the board of  directors  without  shareholder  consent  (see Exhibit
3.3). On July 11, 2003,  the Company  amended its articles of  incorporation  to
increase the number of  authorized  common  shares to  900,000,000  (see Exhibit
3.4). On January 26, 2004,  the name of the Company was changed to  "GameZnFlix,
Inc" by the filing of amended articles of incorporation (see Exhibit 3.5).

     On December 16, 2004, the Company amended the articles of  incorporation to
increase the authorized common stock of the Company to 2,000,000,000 shares (see
Exhibit  3.6).  On July 19,  2005,  the articles of  incorporation  were further
amended to increase the number of authorized common shares to 4,000,000,000 (see
Exhibit 3.7),  and on March 21, 2006  increased to  25,000,000,000  (see Exhibit
3.8).  On September 6, 2007,  a 1 for 1,000  reverse  split of common stock took
place.  On December  31, 2007,  100,000,000  shares of Series B common stock and
10,000,000  shares of  preferred  stock  were  created  by an  amendment  to the
articles of  incorporation,  along with reducing the authorized  common stock to
5,000,000,000 shares (see Exhibit 3.9). On April 9, 2009, a 1 for 10,000 reverse
split of the Company's common stock became effective.

     During the period of July 2002 to  September  2002,  the  Company  acquired
AmCorp Group, Inc., a Nevada Corporation, and Naturally Safe Technologies,  Inc.
also a Nevada  corporation.  In February  2005,  AmCorp  amended its articles of
incorporation,  changing its name to GameZnFlix Racing and  Merchandising,  Inc.
AmCorp provided services to companies that desired to be listed on the OTCBB and
Naturally  Safe held  patents  on a product  that  assisted  Christmas  trees in
retaining water. Both these companies have ceased operations. In September 2003,
the Company acquired  Veegeez.com,  LLC, a California limited liability company.
This company has ceased operations.

                                 2

     On April 30, 2009, the Company  entered into an Acquisition  Agreement with
TBC Today,  Inc., a Nevada  corporation,  where the Company  acquired all of the
outstanding common stock of TBC. Under this agreement,  all 11,000,000 shares of
TBC Today,  Inc.  common  stock issued and  outstanding  will be acquired by the
Company for  11,000,000  shares of  restricted  common stock of the Company.  On
August 14, 2009, the Company issued 11,000,000 restricted shares of common stock
to the  shareholders  of TBC Today,  Inc. in completing this  acquisition.  This
company has ceased operations.

     On May 7, 2009, the Company filed a Certificate of Amendment to Articles of
Incorporation  with the Nevada  Secretary  of State  (see  Exhibit  3.10).  This
amendment changed the name of the Company to TBC Global News Network,  Inc. This
corporate  action had  previously  been approved by consent of a majority of the
outstanding shares of common stock of the Company.

     On March 19, 2010,  the Company  entered into a Purchase and Sale Agreement
with Sterling Yacht Sales, Inc. and it stockholders, Glenn W. McMachen, Sr., and
Arlene  McMachen  (see  Exhibit  2.2).  Under the terms of this  agreement,  the
Company  agreed to acquire  100% of the issued and  outstanding  common stock of
Sterling.  In return,  the Company agreed to issue restricted  shares of Company
common stock to Sterling's  stockholders in an aggregate  amount resulting in an
82.5% ownership of the Company by those individuals.

     On  September  1,  2014,  the  Company  determined  that  Sterling  and its
stockholders  materially  breached this agreement and therefore the agreement is
null and void.  Therefore,  Sterling is not a subsidiary  of the Company and the
Company has no further obligations under this agreement.

     From August 2010 until  August  2014,  the  Company did not  operate.  Upon
assuming the  positions as a director and officer of the Company in August 2014,
John Fleming  commenced  operations  of the Company as a consultant in the first
quarter of 2015, added assets to the Company, and also seeking opportunities for
the Company.  As such, the Company is no longer considered to be a shell company
(that is, it has more than nominal operations and more than nominal assets).

     On April 27,  2015, a 1 for 3,000  reverse  split of the  Company's  common
stock became effective.

CURRENT BUSINESS OF THE COMPANY.

     Starting in the first quarter of 2015,  the Company  receives and evaluates
business  models from  submissions  through its website,  email and mail. As the
number of submissions continues to grow, the Company will expand the staffing to
review and evaluate each business opportunity. In 2015, the Company has received
fifteen  business  plans  and has four  possible  business  ventures  that it is
considering.  These  Companies  include  radio,  internet  actors'  app, a movie
production and a VOIP company.

                                       3

     The  Company  participates  in  companies  in various  field of business by
providing  executive  level  management  assistance as well as arranging for and
contributing  capital investment.  Potential ventures are evaluated based on the
ability of the business to be viable and reach significant  milestones set forth
in  their  business  plans  through  strong  intellectual  property  rights  and
experienced  management.  The Company also  continually  seeks out and evaluates
investment  opportunities that have the potential of earning reasonable returns.
The Company  also plans to raise  capital for the purposes of  permitting  it to
start new ventures and make investments in portfolio  companies that it believes
are attractive based upon its investment criterion.

     The timeline for a project(s) by the Company follows this methodology:

     *    Receive inquiry from a prospective business entity:

     *    Staff review of received information:

     *    The Company requests further detailed  information and discussion with
          potential clients:

     *    Agreement  reached to sign  non-compete  and  non-disclosures  by both
          businesses;

     *    The Company's 28 page due  diligence  form is sent to the business for
          completion and return;

     *    The Company staff (legal,  accounting and marketing) review the return
          form;

     *    Determine services that the Company can provide to client;

     *    Determine need of consulting and/or investment into the client needs;

     *    Agreement with client and the establishment of a action timeline;

     *    The Company creates an private investor opportunity profile;

     *    Review the interest by investor(s) in this project; and

     *    Review with client and finalize action timeline to complete project.

     The Company  consults in ventures  that have at least a two-year  operating
history  or can  substantiate  future  performance  and a need  for  experienced
managerial assistance.  Identifying and developing each new business opportunity
may  require the Company to dedicate  certain  amounts of  financial  resources,
management attention,  and personnel,  with no assurance that these expenditures
will be recouped. Similarly, the selection of companies and the determination of
whether a company  offers a viable  business  plan, an acceptable  likelihood of
success and future profitability involves inherent risk and uncertainty.

                                       4

FORWARD LOOKING BUSINESS DEVELOPMENT.

     In addition to the above business activities,  the Company will continue to
search for business  opportunities,  particularly  toward small and medium-sized
enterprises.  The  Company  does not  propose  to  restrict  its  search  to any
particular  geographical  area  or  industry,  and  may,  therefore,  engage  in
essentially any business, to the extent of its limited resources.  This includes
industries such as service, manufacturing, high technology, product development,
medical, communications and others. The Company's discretion in the selection of
business  opportunities  is  unrestricted,  subject to the  availability of such
opportunities, economic conditions, and other factors. No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity,  and no  assurance  can be given that any  acquisition,  which does
occur,  will  be  on  terms  that  are  favorable  to  the  Company  or  to  its
stockholders.  Business  opportunities may come to the Company's  attention from
various  sources,   including   professional  advisers  such  as  attorneys  and
accountants, venture capitalists, members of the financial community, and others
who may present  unsolicited  proposals.  The Company may pay a finder's  fee in
connection with any such transaction.

     The Company will not restrict its search to any specific kind of firm,  but
may acquire a venture which is in its  preliminary  or  development  stage,  one
which is  already  in  operation,  or in a more  mature  stage of its  corporate
existence. The acquired business may need to seek additional capital, may desire
to have its shares publicly traded, or may seek other perceived advantages which
the Company may offer.  However,  the Company does not intend to obtain funds to
finance the operation of any acquired  business  opportunity  until such time as
the Company has successfully consummated the merger or acquisition transaction.

     The analysis of business opportunities will be under the supervision of the
Company's   officers   and   directors.   In  analyzing   prospective   business
opportunities,  management  will consider  such matters as available  technical,
financial  and  managerial  resources;   working  capital  and  other  financial
requirements; history of operations, if any; prospects for the future; nature of
present and  expected  competition;  the quality and  experience  of  management
services which may be available and the depth of that management;  the potential
for further research, development, or exploration; specific risk factors not now
foreseeable,  but which then may be anticipated to impact the Company's proposed
activities; the potential for growth or expansion; the potential for profit; the
perceived  public  recognition or acceptance of products,  services,  or trades;
name  identification;  and other  relevant  factors.  In many  instances,  it is
anticipated that the historical  operations of a specific  business  opportunity
may not  necessarily  be indicative of the potential for the future because of a
variety of factors,  including,  but not limited to, the possible need to expand
substantially,  shift marketing approaches,  change product emphasis,  change or
substantially augment management, raise capital and the like.

     Company management intends to meet directly with other key personnel of the
target business entity as part of its investigation. To the extent possible, the
Company  intends  to utilize  written  reports  and  personal  investigation  to
evaluate the above factors.

                                       5

     Prior to making a decision to participate in a business opportunity,  it is
the  Company's  policy to  receive  written  materials  regarding  the  business
opportunity containing as much relevant information as possible,  including, but
not limited to, such items as a  description  of products,  services and company
history; management resumes; financial information;  available projections, with
related  assumptions  upon which they are based;  an  explanation of proprietary
products and  services;  evidence of existing  patents,  trademarks,  or service
marks,  or  rights  thereto;  present  and  proposed  forms of  compensation  to
management;   a  description  of  transactions  between  such  company  and  its
affiliates  during the relevant  periods;  a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements;  audited financial statements,  or
if they are not available at that time, unaudited financial statements, together
with reasonable  assurance that audited financial statements would be able to be
produced within a required period of time; and the like.

     The  Company  will  participate  in a business  opportunity  only after the
negotiation and execution of appropriate agreements.  Although the terms of such
agreements  cannot be predicted,  generally such agreements will require certain
representations  and  warranties of the parties  thereto,  will specify  certain
events of default,  will detail the terms of closing  and the  conditions  which
must be satisfied by the parties  prior to and after such  closing,  outline the
manner of bearing costs, including costs associated with the Company's attorneys
and accountants, and will include miscellaneous other terms.

       The Company seeks to  investigate  and, if such  investigation  warrants,
acquire a target company or business seeking the perceived advantages of being a
publicly held corporation.  The Company's  principal  business objective for the
next 12  months  and  beyond  such  time  will be to  achieve  long-term  growth
potential   through  a  combination  with  a  business  rather  than  immediate,
short-term  earnings.  The Company  will not restrict  its  potential  candidate
target  companies to any specific  business,  industry or geographical  location
and, thus, may acquire any type of business.

       The analysis of new business opportunities will be undertaken by or under
the  supervision of the Company's  management.  As of this date, the Company has
not entered into any definitive  agreement  with any party,  nor have there been
any specific  discussions  with any  potential  business  combination  candidate
regarding business  opportunities for the Company.  The Company has unrestricted
flexibility  in seeking,  analyzing  and  participating  in  potential  business
opportunities.  In its efforts to analyze  potential  acquisition  targets,  the
Company will  consider the following  kinds of factors:

     *    Potential for growth, indicated by new technology,  anticipated market
          expansion or new products;

     *    competitive  position as  compared to other firms of similar  size and
          experience  within the industry segment as well as within the industry
          as a whole;

     *    strength and diversity of management, either in place or scheduled for
          recruitment;

                                       6

     *    capital  requirements and anticipated  availability of required funds,
          to be provided by the Company or from operations,  through the sale of
          additional securities,  through joint ventures or similar arrangements
          or from other sources;

     *    the cost of  participation by the Company as compared to the perceived
          tangible and intangible  values and potentials;

     *    the extent to which the business opportunity can be advanced;

     *    the accessibility of required  management  expertise,  personnel,  raw
          materials, services, professional assistance and other required items;
          and

     *    other relevant factors.

     In applying the foregoing  criteria,  no one of which will be  controlling,
management  will  attempt to analyze all factors  and  circumstances  and make a
determination based upon reasonable  investigative  measures and available data.
Potentially  available  business  opportunities  may  occur  in  many  different
industries,  and at various  stages of  development,  all of which will make the
task of comparative  investigation  and analysis of such business  opportunities
extremely difficult and complex.  Due to the Company's limited capital available
for investigation,  the Company may not discover or adequately  evaluate adverse
facts about the opportunity to be acquired.

FORM OF ACQUISITION.

     The manner in which the Company  participates in an opportunity will depend
upon the nature of the  opportunity,  the  respective  needs and  desires of the
Company and the  promoters  of the  opportunity,  and the  relative  negotiating
strength of the Company and such promoters.

     In  implementing  a structure for a particular  business  acquisition,  the
Company  may become a party to a merger,  consolidation,  reorganization,  joint
venture,  or licensing  agreement with another entity. It may also acquire stock
or assets of an existing  business.  In connection with a merger or acquisition,
it is highly likely that an amount of stock constituting  control of the Company
would either be issued by the Company or be purchased from the current principal
stockholder  of the  Company  by the  acquiring  entity or its  affiliates,  and
accordingly,  the  stockholders  of the target  company,  typically,  become the
majority of the stockholders of the combined company, the board of directors and
officers of the target company become the new board and officers of the combined
company  and  often  the  name of the  target  company  becomes  the name of the
combined  company.  There are currently no  arrangements  that would result in a
change of control of the Company.

     It is likely that the Company will acquire its  participation in a business
opportunity  through the  issuance of common  stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an  acquisition is a so-called  "tax free"  reorganization  under

                                       7

Section  368(a)(1) of the Internal  Revenue Code of 1986,  as amended  ("Code"),
depends upon whether the owners of the acquired  business own 80% or more of the
voting stock of the surviving  entity.  If a transaction were structured to take
advantage of these provisions  rather than other "tax free" provisions  provided
under the Code, all prior stockholders would in such circumstances retain 20% or
less of the total issued and outstanding  shares of the surviving entity.  Under
other  circumstances,  depending upon the relative  negotiating  strength of the
parties,  prior stockholders may retain substantially less than 20% of the total
issued and  outstanding  shares of the  surviving  entity.  This could result in
substantial  additional dilution to the equity of those who were stockholders of
the Company prior to such reorganization.

     It is anticipated that any securities issued as a result of consummation of
a business  combination  will be issued in reliance upon one or more  exemptions
from  registration  under  applicable  federal and state  securities laws to the
extent that such exemptions are available. In some circumstances,  however, as a
negotiated element of its transaction,  the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter.  If such registration  occurs, of which there can be
no assurance,  it will be  undertaken by the surviving  entity after the Company
has entered into an agreement for a business  combination  or has  consummated a
business  combination  and the  Company is no longer  considered  a blank  check
company.  Until  such time as this  occurs,  the  Company  will not  attempt  to
register  any  additional  securities.  The issuance of  substantial  additional
securities  and  their  potential  sale  into  any  trading  market  may  have a
depressive effect on the market value of the Company's  securities in the future
if such a market  develops,  of which there is no assurance.  There have been no
plans,  proposals,  arrangements or  understandings  with respect to the sale or
issuance of additional securities.

     The  stockholders of the Company will likely not have control of a majority
of the voting securities of the Company following a reorganization  transaction.
As part of such a  transaction,  the  Company's  directors may resign and one or
more new directors may be appointed without any vote by stockholders.

     In the case of an acquisition, the transaction may be accomplished upon the
sole  determination of management  without any vote or approval by stockholders.
In the case of a  statutory  merger  or  consolidation  directly  involving  the
Company, it will likely be necessary to call a stockholders'  meeting and obtain
the  approval of the holders of a majority of the  outstanding  securities.  The
necessity to obtain such stockholder approval may result in delay and additional
expense in the consummation of any proposed  transaction and will also give rise
to certain appraisal rights to dissenting stockholders.  Most likely, management
will seek to structure  any such  transaction  so as not to require  stockholder
approval.

     The  Company  will  participate  in a business  opportunity  only after the
negotiation and execution of appropriate agreements.  Although the terms of such
agreements  cannot be predicted,  generally such agreements will require certain
representations  and  warranties of the parties  thereto,  will specify  certain
events of default,  will detail the terms of closing  and the  conditions  which
must be satisfied by the parties  prior to and after such  closing,  outline the

                                       8

manner of bearing costs, including costs associated with the Company's attorneys
and accountants, and will include miscellaneous other terms.

     It is anticipated that the investigation of specific business opportunities
and the negotiation,  drafting and execution of relevant agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  cost for  accountants,  attorneys  and others.  If a
decision is made not to  participate  in a specific  business  opportunity,  the
costs  incurred  in  the  related   investigation   might  not  be  recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business  opportunity,  the failure to consummate that transaction may result in
the loss to the Company of the related costs incurred.

COMPETITION

     The  Company's  primary  goal is the  acquisition  of a target  company  or
business seeking the perceived  advantages of being a publicly held corporation.
The Company  faces vast  competition  from other shell  companies  with the same
objectives.  The Company is in a highly competitive market for a small number of
business  opportunities  that could  reduce the  likelihood  of  consummating  a
successful business combination. A large number of established and well-financed
entities, including small public companies and venture capital firms, are active
in mergers and acquisitions of companies that may be desirable target candidates
for  us.  Nearly  all  these  entities  have  significantly   greater  financial
resources,  technical  expertise and  managerial  capabilities  than the Company
does;  consequently,  the  Company  will  be at a  competitive  disadvantage  in
identifying  possible  business  opportunities  and  successfully  completing  a
business combination. These competitive factors may reduce the likelihood of our
identifying and consummating a successful business combination.

ITEM 1A. RISK FACTORS.

(A) VERY LIMITED OPERATIONS DURING PAST FIVE YEARS MAY AFFECT ABILITY OF COMPANY
TO SURVIVE.

     The Company has had no operations from August 2010 to August 2014; prior to
that it had a substantial record of revenue-producing operations.  Consequently,
there is only a limited  operating history upon which to base an assumption that
the Company will be able to achieve its business plans. In addition, the Company
has only very limited  assets.  As a result,  there can be no assurance that the
Company will generate  significant  revenues in the future;  and there can be no
assurance that the Company will operate at a profitable level. If the Company is
unable to obtain or acquire a business and generate  sufficient revenues so that
it can  profitably  operate,  the  Company's  business  plan  will not  succeed.
Accordingly,  the Company's  prospects must be considered in light of the risks,
expenses  and  difficulties   frequently  encountered  in  connection  with  the
establishment of a new business.

     The Company  incurred a net loss of $7,308 for the year ended  December 31,
2013, net income of $3,096,662 (due solely to a debt write-off),  and a net loss

                                       9

of $73,862 for the six months  ended June 30,  2015.  As of June 30,  2015,  the
Company  has  an  accumulated  deficit  of  $74,448,788.   These  factors  raise
substantial doubt about the Company's ability to continue as a going concern.

(B) THE INDEPENDENT  REGISTERED PUBLIC ACCOUNTING FIRM HAS EXPRESSED SUBSTANTIAL
DOUBT ABOUT THE  COMPANY'S  ABILITY TO CONTINUE  AS A GOING  CONCERN,  WHICH MAY
HINDER THE ABILITY TO OBTAIN FUTURE FINANCING.

     In its report  dated  August 5, 2015,  the  Company's  independent  auditor
stated that the financial  statements  for the two years ended December 31, 2014
were prepared  assuming that the Company would continue as a going concern.  The
Company's  ability to continue as a going concern is an issue raised as a result
of cash flow  constraint,  an  accumulated  deficit,  and recurring  losses from
operations.  The Company  continues  to  experience  net losses.  The  Company's
ability to  continue  as a going  concern is subject to the ability to execute a
business combination and thereafter to generate a profit and/or obtain necessary
funding from outside sources,  including  obtaining  additional funding from the
sale of the  Company's  securities,  increasing  sales or  obtaining  loans from
various  financial  institutions  where  possible.  The continued net losses and
stockholders'  deficit  increases the difficulty in meeting such goals and there
can be no assurances that such methods will prove successful.

(C) THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO MINIMUM REQUIREMENTS
FOR A BUSINESS COMBINATION.

     The Company has no current  arrangement,  agreement or  understanding  with
respect to engaging in a business  combination with a specific entity. There can
be no  assurance  that  the  Company  will  be  successful  in  identifying  and
evaluating   suitable  business   opportunities  or  in  concluding  a  business
combination.  No particular industry or specific business within an industry has
been selected for a target  company.  The Company has not established a specific
length of operating history or a specified level of earnings,  assets, net worth
or other  criteria that it will require a target  company to have  achieved,  or
without  which the Company would not consider a business  combination  with such
business entity. Accordingly,  the Company may enter into a business combination
with a business entity having no significant operating history,  losses, limited
or no potential for immediate  earnings,  limited assets,  negative net worth or
other negative  characteristics.  There is no assurance that the Company will be
able to negotiate a business combination on terms favorable to the Company.

(D) THERE IS  COMPETITION  FOR THOSE  PRIVATE  COMPANIES  SUITABLE  FOR A MERGER
TRANSACTION OF THE TYPE CONTEMPLATED BY MANAGEMENT.

     The  Company  is in a  highly  competitive  market  for a small  number  of
business  opportunities  that could  reduce the  likelihood  of  consummating  a
successful business  combination.  The Company is are and will continue to be an
insignificant  participant  in the  business  of  seeking  mergers  with,  joint
ventures with and  acquisitions  of small private and public  entities.  A large
number  of  established  and  well-financed  entities,  including  small  public
companies and venture capital firms,  are active in mergers and  acquisitions of

                                       10

companies  that may be  desirable  target  candidates  for us.  Nearly all these
entities have significantly greater financial resources, technical expertise and
managerial  capabilities  than the Company does;  consequently,  it will be at a
competitive  disadvantage in identifying  possible  business  opportunities  and
successfully  completing a business  combination.  These competitive factors may
reduce the likelihood of the Company  identifying and  consummating a successful
business combination.

(E) FUTURE  SUCCESS IS HIGHLY  DEPENDENT ON THE ABILITY OF  MANAGEMENT TO LOCATE
AND ATTRACT A SUITABLE ACQUISITION.

     The nature of the Company's operations is highly speculative and there is a
consequent risk of loss of your investment. The success of the Company's plan of
operation will depend to a great extent on the operations,  financial  condition
and management of the identified business opportunity.  While management intends
to seek business  combination(s)  with  entities  having  established  operating
histories,  the Company cannot assure you that it will be successful in locating
candidates meeting that criterion. In the event the Company completes a business
combination,  the success of our operations may be dependent upon  management of
the successor firm or venture partner firm and numerous other factors beyond the
Company's  control.  (F) THE COMPANY HAS NO  EXISTING  AGREEMENT  FOR A BUSINESS
COMBINATION OR OTHER TRANSACTION.

     No assurances can be given that the Company will successfully  identify and
evaluate  suitable  business  opportunities  or that the Company will conclude a
business  combination.  The  Company  cannot  guarantee  that it will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that funds  allocated to the purchase of the shares will not be invested in
a company with active business operations.

(G) THE  TIME  AND  COST OF  PREPARING  A  PRIVATE  COMPANY  TO  BECOME A PUBLIC
REPORTING  COMPANY MAY PRECLUDE US FROM  ENTERING  INTO A MERGER OR  ACQUISITION
WITH THE MOST ATTRACTIVE PRIVATE COMPANIES.

     Target  companies that fail to comply with SEC reporting  requirements  may
delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting   companies  to  provide   certain   information   about   significant
acquisitions, including certified financial statements for the company acquired,
covering  one,  two,  or three  years,  depending  on the  relative  size of the
acquisition.  The time and additional  costs that may be incurred by some target
entities to prepare these  statements  may  significantly  delay or  essentially
preclude   consummation  of  an  acquisition.   Otherwise  suitable  acquisition
prospects  that  do not  have or are  unable  to  obtain  the  required  audited
statements  may be  inappropriate  for  acquisition  so  long  as the  reporting
requirements of the Exchange Act are applicable.

(H) THE  COMPANY  MAY BE SUBJECT TO CERTAIN TAX  CONSEQUENCES  IN ITS  BUSINESS,
WHICH MAY INCREASE THE COST OF DOING BUSINESS.

                                       11

     The  Company  may not be able to  structure  its  acquisition  to result in
tax-free  treatment for the companies or their  stockholders,  which could deter
third parties from entering into certain business  combinations with the Company
or result in being taxed on consideration received in a transaction.  Currently,
a transaction  may be  structured so as to result in tax-free  treatment to both
companies,  as  prescribed  by various  federal  and state tax  provisions.  The
Company  intends to  structure  any business  combination  so as to minimize the
federal and state tax  consequences  to both us and the target entity;  however,
the  Company  cannot  guarantee  that the  business  combination  will  meet the
statutory  requirements  of a tax-free  reorganization  or that the parties will
obtain the intended  tax-free  treatment  upon a transfer of stock or assets.  A
non-qualifying reorganization could result in the imposition of both federal and
state taxes that may have an adverse effect on both parties to the  transaction.
(I) THE COMPANY INTENDS TO ISSUE MORE SHARES IN A MERGER OR  ACQUISITION,  WHICH
MAY RESULT IN SUBSTANTIAL DILUTION.

     Any merger or  acquisition  effected  by us may result in the  issuance  of
additional securities without stockholder approval and may result in substantial
dilution  in the  percentage  of the  Company's  common  stock  held by its then
existing  stockholders.  Moreover, the common stock issued in any such merger or
acquisition  transaction may be valued on an arbitrary or non-arm's-length basis
by our  management,  resulting in an additional  reduction in the  percentage of
common stock held by the  Company's  then existing  stockholders.  The Company's
Board of  Directors  has the  power to issue any or all of such  authorized  but
unissued  shares without  stockholder  approval.  To the extent that  additional
shares of  common  stock or  preferred  stock are  issued in  connection  with a
business combination or otherwise, dilution to the interests of its stockholders
will occur and the rights of the holders of common stock might be materially and
adversely affected.

(J) THE COMPANY HAS CONDUCTED NO MARKET RESEARCH OR  IDENTIFICATION  OF BUSINESS
OPPORTUNITIES, WHICH MAY AFFECT ITS ABILITY TO IDENTIFY A BUSINESS TO MERGE WITH
OR ACQUIRE.

     The Company  has neither  conducted  nor have others made  available  to us
results  of  market  research  concerning  prospective  business  opportunities.
Therefore,  it has no  assurances  that  market  demand  exists  for a merger or
acquisition as  contemplated  by it. There is no assurance that the Company will
be able to acquire a business opportunity on terms favorable to it. Decisions as
to which business opportunity to participate in will be unilaterally made by the
Company's management, which may act without the consent, vote or approval of its
stockholders.

(K) BECAUSE THE  COMPANY MAY SEEK TO COMPLETE A BUSINESS  COMBINATION  THROUGH A
"REVERSE  MERGER",  FOLLOWING SUCH A TRANSACTION  THE COMPANY MAY NOT BE ABLE TO
ATTRACT THE ATTENTION OF MAJOR BROKERAGE FIRMS.

     Additional  risks may exist since we will assist a privately  held business
to become  public  through a  "reverse  merger."  Securities  analysts  of major
brokerage  firms may not  provide  coverage  of the  Company  since  there is no

                                       12

incentive to brokerage  firms to recommend the purchase of its common stock.  No
assurance can be given that  brokerage  firms will want to conduct any secondary
offerings on behalf of the Company's post-merger company in the future.

(L) NO ASSURANCE OF FUNDING EVEN IF THERE IS A BUSINESS COMBINATION.

     There  is no  guarantee  that  funding  sources,  or any  others,  will  be
available in the future,  or that they will be available on favorable  terms. In
addition,  this  funding  amount may not be  adequate  for the  Company to fully
implement its business  plan.  Thus, the ability of the Company to continue as a
going concern is dependent on  additional  sources of capital and the success of
the Company's  business  plan.  Regardless of whether the Company's  cash assets
prove to be  inadequate  to meet the Company's  operational  needs,  the Company
might seek to  compensate  providers of services by issuance of stock in lieu of
cash.

     If funding is insufficient  at any time in the future,  the Company may not
be able to take  advantage of business  opportunities  or respond to competitive
pressures,  or may be  required  to  reduce  the  scope of its  planned  product
development and marketing efforts,  any of which could have a negative impact on
its business and operating results. In addition, insufficient funding may have a
material  adverse  effect on the  Company's  financial  condition,  which  could
require the company to:

     *    curtail operations significantly;

     *    sell assets;

     *    seek  arrangements  with strategic  partners or other parties that may
          require  the Company to  relinquish  significant  rights to  products,
          technologies or markets; or

     *    explore other strategic alternatives including a merger or sale of the
          Company.

     To the extent that the Company raises  additional  capital through the sale
of equity or convertible  debt  securities,  the issuance of such securities may
result in dilution  to existing  stockholders.  If  additional  funds are raised
through the  issuance of debt  securities,  these  securities  may have  rights,
preferences  and  privileges  senior to holders of common stock and the terms of
such debt could impose restrictions on the Company's  operations.  Regardless of
whether the  Company's  access to financing  proves to be inadequate to meet the
Company's  operational  needs,  the Company may seek to compensate  providers of
services by issuance of stock in lieu of cash, which may also result in dilution
to existing stockholders.

(M) THE  COMPANY  MAY BE  SUBJECT TO FURTHER  GOVERNMENT  REGULATION  THAT WOULD
ADVERSELY AFFECT ITS OPERATIONS.

     Although the Company will be subject to the  reporting  requirements  under
the Exchange Act, management believes it will not be subject to regulation under
the Investment  Company Act of 1940, as amended (the "Investment  Company Act"),
since  it will not be  engaged  in the  business  of  investing  or  trading  in

                                       13

securities.  If we engage in  business  combinations  that result in our holding
passive  investment  interests  in a number of  entities,  the Company  could be
subject to regulation under the Investment Company Act. If so, the Company would
be required to register as an investment  company and could be expected to incur
significant  registration  and  compliance  costs.  The Company has  obtained no
formal  determination from the SEC as to our status under the Investment Company
Act and, consequently,  violation of the Investment Company Act could subject us
to material adverse consequences.

(N)  THE  COMPANY'S  SUCCESS  IS  LARGELY  DEPENDENT  ON  THE  ABILITIES  OF ITS
PERSONNEL.

     The  Company's  success  may be  dependent  upon the  hiring  of  qualified
administrative  personnel.  None of the Company's  officers and directors has an
employment agreement with the Company; therefore, there can be no assurance that
these  personnel  will remain  employed by the Company after the  termination of
such agreements. Should any of these individuals cease to be affiliated with the
Company for any reason before qualified replacements could be found, there could
be material  adverse  effects on the  Company's  business and  prospects in that
replacement  personnel may not understand the proposed  business of the company.
Also, the Company does not carry any key person insurance on any of the officers
and directors of the Company. (O) LIMITATIONS ON LIABILITY, AND INDEMNIFICATION,
OF DIRECTORS AND OFFICERS MAY RESULT IN EXPENDITURES BY COMPANY.

     The Company's articles of incorporation include provisions to eliminate, to
the fullest extent  permitted by the Nevada  Revised  Statutes as in effect from
time to time,  the  personal  liability of directors of the Company for monetary
damages arising from a breach of their fiduciary duties as directors. The bylaws
of the  Company  also  include  provisions  to the effect  that the  Company may
indemnify any director, officer, or employee. Any limitation on the liability of
any director,  or indemnification  of directors,  officer,  or employees,  could
result in  substantial  expenditures  being made by the Company in covering  any
liability of such persons or in indemnifying them.

RISKS RELATING TO THE COMMON STOCK.

(A) THE COMPANY'S  COMMON STOCK MAY BE TRADED  INFREQUENTLY  AND IN LOW VOLUMES,
WHICH MAY NEGATIVELY AFFECT THE ABILITY TO SELL SHARES.

       The shares of the Company's  common stock may trade  infrequently  and in
low  volumes  on the OTC  Markets  Group,  meaning  that the  number of  persons
interested  in  purchasing  our common shares at or near bid prices at any given
time may be relatively small or non-existent. This situation may be attributable
to a number of factors,  including  the fact that we are a small company that is
relatively unknown to stock analysts, stock brokers, institutional investors and
others in the investment  community who can generate or influence  sales volume,
and  that  even if we came to the  attention  of such  institutionally  oriented
persons,  they tend to be risk-averse in this environment and would be reluctant
to follow an early  stage  company  such as ours or purchase  or  recommend  the
purchase of our shares until such time as we became more seasoned and viable. As

                                       14

a  consequence,  there may be  periods  of  several  days or more  when  trading
activity in the Company's  shares is minimal or  non-existent,  as compared to a
seasoned  issuer which has a large and steady  volume of trading  activity  that
will  generally  support  continuous  sales  without an adverse  effect on share
price.  The Company  cannot give you any assurance that a broader or more active
public trading market for our common shares will develop or be sustained. Due to
these  conditions,  we can give you no  assurance  that you will be able to sell
your  shares  at or near bid  prices  or at all if you need  money or  otherwise
desire to liquidate your shares. Further,  institutional and other investors may
have  investment  guidelines  that restrict or prohibit  investing in securities
traded in the over-the-counter  market. These factors may have an adverse impact
on the trading and price of our securities, and could even result in the loss by
investors of all or part of their investment.

(B) THE COMPANY'S COMMON STOCK PRICE MAY BE VOLATILE.

     The  future  trading  price of the  Company's  common  stock may  fluctuate
substantially.  The price of the  common  stock may be higher or lower  than the
price you pay for your  shares,  depending  on many  factors,  some of which are
beyond the  Company's  control and may not be directly  related to its operating
performance. These factors include the following:

     *    price and volume fluctuations in the overall stock market from time to
          time;

     *    significant  volatility  in the  market  price and  trading  volume of
          securities  of  business  development  companies  or  other  financial
          services companies;

     *    changes in regulatory  policies  with respect to business  development
          companies;

     *    actual or anticipated changes in earnings or fluctuations in operating
          results;

     *    general economic conditions and trends;

     *    loss of a major funding source; or

     *    departures of key personnel.

     Due to the continued  potential  volatility of the stock price, the Company
may be the target of securities litigation in the future.  Securities litigation
could  result  in  substantial  costs  and  divert  management's  attention  and
resources from the business.

(C)  ABSENCE OF CASH  DIVIDENDS  MAY AFFECT  INVESTMENT  VALUE OF THE  COMPANY'S
STOCK.

     The board of directors  does not  anticipate  paying cash  dividends on the
common  stock for the  foreseeable  future  and  intends  to retain  any  future
earnings to finance the growth of the Company's business.  Payment of dividends,
if any, will depend, among other factors, on earnings,  capital requirements and
the general  operating and financial  conditions of the Company as well as legal
limitations on the payment of dividends out of paid-in capital.

                                       15

(D) NO ASSURANCE OF A PUBLIC  TRADING  MARKET AND RISK OF LOW PRICED  SECURITIES
MAY AFFECT MARKET VALUE OF THE COMPANY'S STOCK.

     The  Securities  and  Exchange  Commission  ("SEC") has adopted a number of
rules to regulate "penny stocks." Such rules include Rule 3a51-1 and Rules 15g-1
through 15g-9 under the Securities  Exchange Act of 1934.  Because the Company's
securities may constitute "penny stocks" within the meaning of the rules (as any
equity  security that has a market price of less than $5.00 per share or with an
exercise  price of less than  $5.00 per  share,  largely  traded in the Over the
Counter Bulletin Board or the Pink Sheets), the rules would apply to the Company
and its common stock.

     The  SEC  has  adopted  Rule  15g-9  which   established   sales   practice
requirements for certain low price securities. Unless the transaction is exempt,
it shall be  unlawful  for a broker or  dealer  to sell a penny  stock to, or to
effect  the  purchase  of a penny  stock  by,  any  person  unless  prior to the
transaction:

     *    the  broker  or  dealer  has  approved   the   person's   account  for
          transactions in penny stock pursuant to this rule; and

     *    the broker or dealer has received from the person a written  agreement
          to the  transaction  setting  forth the  identity  and quantity of the
          penny stock to be purchased.

In order to approve a person's  account for  transactions  in penny  stock,  the
broker or dealer must:

     *    obtain from the person  information  concerning the person's financial
          situation, investment experience, and investment objectives;

     *    reasonably determine that transactions in penny stock are suitable for
          that  person,  and  that  the  person  has  sufficient  knowledge  and
          experience  in  financial  matters that the person  reasonably  may be
          expected  to be capable of  evaluating  the risks of  transactions  in
          penny stock;

     *    deliver to the person a written  statement  setting forth the basis on
          which  the  broker  or  dealer  made the  determination  stating  in a
          highlighted  format  that it is  unlawful  for the broker or dealer to
          affect a  transaction  in penny stock  unless the broker or dealer has
          received,  prior  to  the  transaction,  a  written  agreement  to the
          transaction  from  the  person,   stating  in  a  highlighted   format
          immediately  preceding the customer  signature line that the broker or
          dealer is required  to provide the person with the written  statement,
          and the person should not sign and return the written statement to the
          broker  or  dealer  if it does not  accurately  reflect  the  person's
          financial situation, investment experience, and investment objectives;
          and

     *    receive  from the  person a  manually  signed  and  dated  copy of the
          written statement.

                                       16

It is also  required  that  disclosure  be made as to the risks of  investing in
penny stock and the commissions payable to the broker-dealer, as well as current
price  quotations  and the  remedies  and rights  available in cases of fraud in
penny stock  transactions.  Statements,  on a monthly basis, must be sent to the
investor  listing  recent  prices  for the penny  stock and  information  on the
limited market.

     There has been a very limited public market for the Company's common stock.
The Company  intends to have a market maker file an application on the Company's
behalf with the Over the Counter Bulletin Board in order to make a market in the
Company's  common stock.  However,  until this  happens,  if the market maker is
successful with such application,  and even thereafter,  an investor may find it
difficult to dispose of, or to obtain accurate quotations as to the market value
of the Company's  securities.  The regulations  governing  penny stocks,  as set
forth above, sometimes limit the ability of broker-dealers to sell the Company's
common stock and thus,  ultimately,  the ability of the  investors to sell their
securities in the secondary market.

     Potential  stockholders of the Company should also be aware that, according
to SEC Release No. 34-29093,  the market for penny stocks has suffered in recent
years from patterns of fraud and abuse. Such patterns include:

     *    control of the market for the security by one or a few  broker-dealers
          that are often related to the promoter or issuer;

     *    manipulation of prices through  prearranged  matching of purchases and
          sales and false and misleading press releases;

     *    "boiler  room"  practices  involving  high-pressure  sales tactics and
          unrealistic price projections by inexperienced sales persons;

     *    excessive and undisclosed bid-ask  differential and markups by selling
          broker-dealers; and

     *    the wholesale  dumping of the same  securities by promoters and broker
          dealers after prices have been  manipulated to a desired level,  along
          with  the  resulting  inevitable  collapse  of those  prices  and with
          consequent investor losses.

(E) FAILURE TO REMAIN  CURRENT IN  REPORTING  REQUIREMENTS  COULD  RESULT IN THE
COMPANY BEING DELISTING FROM THE OVER THE COUNTER BULLETIN BOARD.

     Companies  that trade on the Over the Counter  Bulletin  Board (such as the
Company) must be reporting  issuers under Section 12 of the Securities  Exchange
Act of 1934, as amended,  and must be current in their reports under Section 13,
in order to maintain price quotation  privileges on the Bulletin Board. When the
Company  becomes  listed on that  market,  if it fails to remain  current in the
Company's  reporting  requirements,  the Company could be delisted from the Over
the Counter Bulletin Board.

                                       17

     In addition,  the National  Association of Securities Dealers,  Inc., which
operates the Bulletin Board,  has adopted a change to its Eligibility  Rule. The
change makes those Over the Counter  Bulletin  Board  issuers that are cited for
filing  delinquency  in its Form  10-K's/Form  10-Q's  three times in a 24-month
period and those Bulletin Board issuers removed for failure to file such reports
two times in a 24-month  period  ineligible  for quotation on the Bulletin Board
for a period of one year.  Under this rule, a company  filing with the extension
time set forth in a Notice of Late Filing (Form 12b-25) is not considered  late.
This rule does not apply to a company's Current Reports on Form 8-K (but failure
to timely file a Form 8-K could have other ramifications for the Company).

     As a result of these rules,  the market  liquidity for the Company's common
stock  could  be  severely   adversely  affected  by  limiting  the  ability  of
broker-dealers to sell the Company's  securities and the ability of stockholders
to sell their securities in the secondary market.

(F) FAILURE TO MAINTAIN MARKET MAKERS MAY AFFECT VALUE OF THE COMPANY'S STOCK.

     If the Company is unable to maintain  National  Association  of  Securities
Dealers,  Inc.  member  broker/dealers  as market  makers,  the liquidity of the
common stock could be impaired, not only in the number of shares of common stock
which could be bought and sold, but also through  possible  delays in the timing
of  transactions,  and lower  prices for the common  stock than might  otherwise
prevail.  Furthermore,  the lack of market  makers could result in persons being
unable to buy or sell shares of the common stock on any secondary market.  There
can be no assurance the Company will be able to maintain such market makers.

(G)  ISSUANCE OF COMMON  STOCK IN EXCHANGE  FOR  SERVICES OR TO REPAY DEBT WOULD
DILUTE  PROPORTIONATE  OWNERSHIP  AND VOTING  RIGHTS,  AND COULD HAVE A NEGATIVE
IMPACT ON THE MARKET PRICE OF THE COMPANY'S STOCK.

     The  Company's  board of directors  may issue shares of common stock to pay
for debt or services,  without further approval by its  stockholders  based upon
such factors as the board of  directors  may deem  relevant at that time.  It is
likely that the Company  will issue  securities  to pay for  services and reduce
debt in the future. It is possible that the Company will issue additional shares
of common stock under circumstances it may deem appropriate at the time.

(H) IF THE COMPANY IS UNABLE TO RAISE  NECESSARY  ADDITIONAL  CAPITAL AS NEEDED,
ITS  BUSINESS  MAY FAIL OR ITS  OPERATING  RESULTS  AND THE  STOCK  PRICE MAY BE
MATERIALLY ADVERSELY AFFECTED.

     To secure additional needed financing, the Company may need to borrow money
or sell more  securities,  which may reduce the value of its outstanding  common
stock. Selling additional stock, either privately or publicly,  would dilute the
equity  interests of the  Company's  stockholders.  In addition,  if the Company
raises  additional  funds by issuing equity  securities,  the holders of the new
equity  securities may have rights superior to those of the holders of shares of
common stock, which could adversely affect the market price and the voting power
of shares of its common stock. If the Company raises additional funds by issuing

                                       18

debt  securities,  the  holders of these debt  securities  may have some  rights
senior to those of the holders of shares of common stock, and the terms of these
debt securities could impose restrictions on operations and create a significant
interest expense for the Company.

(I) NO CUMULATIVE  VOTING MAY AFFECT ABILITY OF SOME  STOCKHOLDERS  TO INFLUENCE
MANGEMENT OF COMPANY.

     Holders of the shares of common  stock of the Company  are not  entitled to
accumulate their votes for the election of directors or otherwise.  Accordingly,
the  holders of a majority  of the shares  present at a meeting of  stockholders
will be able to elect all of the  directors  of the  Company,  and the  minority
stockholders  will not be able to elect a representative  to the Company's board
of directors.

(J) SHARES ELIGIBLE FOR FUTURE SALE COULD AFFECT THE PRICE OF THE COMMON STOCK.

     All of the shares  currently held by management and the major  stockholders
have been  issued in  reliance  on the  private  placement  exemption  under the
Securities  Act of 1933.  Such shares will not be available for sale in the open
market without separate  registration except in reliance upon Rule 144 under the
Securities  Act of 1933.  In general,  under Rule 144 a person (or persons whose
shares  are  aggregated)  who  has  beneficially  owned  shares  acquired  in  a
non-public  transaction  for at least one  year,  including  persons  who may be
deemed affiliates of the Company (as that term is defined under that rule) would
be entitled to sell within any  three-month  period a number of shares that does
not exceed 1% of the then  outstanding  shares of common  stock,  provided  that
certain current public information is then available. If a substantial number of
the  shares  owned by these  stockholders  were sold  pursuant  to Rule 144 or a
registered offering,  the market price of the common stock at that time could be
adversely affected.

ITEM 2. FINANCIAL INFORMATION.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS.

     The following  management's  discussion and analysis of financial condition
and results of operations is based upon, and should be read in conjunction with,
the  Company's  unaudited  and audited  financial  statements  and related notes
presented  in a separate  section of this report  following  Item 15, which have
been prepared in accordance with accounting principles generally accepted in the
United States.

OVERVIEW.

     Currently,   the  Company  receives  and  evaluates  business  models  from
submissions  through our website,  email and mail. As the number of  submissions
continues  to grow,  the Company will expand the staffing to review and evaluate
each business  opportunity.  In 2015, the Company has received  fifteen business
plans and has four  possible  business  ventures that it is  considering.  These

                                       19

Companies  include radio,  internet  actors' app, a movie  production and a VOIP
company.

     In addition to these  activities,  the Company will  continue to search for
business opportunities,  particularly toward small and medium-sized enterprises.
The  Company  does  not  propose  to  restrict  its  search  to  any  particular
geographical  area or industry,  and may,  therefore,  engage in essentially any
business, to the extent of its limited resources.  This includes industries such
as  service,  manufacturing,  high  technology,  product  development,  medical,
communications and others. The Company's discretion in the selection of business
opportunities   is   unrestricted,   subject   to  the   availability   of  such
opportunities, economic conditions, and other factors. No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity,  and no  assurance  can be given that any  acquisition,  which does
occur,  will  be  on  terms  that  are  favorable  to  the  Company  or  to  its
stockholders.  Business  opportunities may come to the Company's  attention from
various  sources,   including   professional  advisers  such  as  attorneys  and
accountants, venture capitalists, members of the financial community, and others
who may present  unsolicited  proposals.  The Company may pay a finder's  fee in
connection with any such transaction.

RESULTS OF OPERATIONS.

THREE MONTHS ENDED JUNE 30, 2015 AND 2014.

(A) TOTAL REVENUE.

     The  Company had no revenue  for the three  months  ended June 30, 2015 and
June 30, 2014.

(B) GENERAL AND ADMINISTRATIVE EXPENSES.

     The Company had general and administrative expenses of $1,492 for the three
months  ended June 30, 2015  compared to $0 for the three  months ended June 30,
2014.  This  increase in general and  administrative  expenses was mainly due to
work in reviving the Company.

(C) CONSULTING AND PROFESSIONAL FEES.

     The Company had $53,900 of consulting and  professional  fees for the three
months  ended June 30, 2015  compared to $0 for the three  months ended June 30,
2014.  This  increase was mainly due to  accounting  and other work in preparing
this registration statement and in reviving the Company.

(D) NET LOSS.

     The Company had a net loss of $60,447 for the three  months  ended June 30,
2015  compared to no income or loss for the three  months  ended June 30,  2014.
This increase was mainly due to work in reviving the Company.

                                       20

SIX MONTHS ENDED JUNE 30, 2015 AND 2014.

(A) TOTAL REVENUE.

     The Company had no revenue for the six months ended June 30, 2015 and March
31, 2014.

(B) GENERAL AND ADMINISTRATIVE EXPENSES.

     The Company had general and  administrative  expenses of $9,629 for the six
months ended June 30, 2015  compared to $3,225 for the six months ended June 30,
2014, an increase of $6,404 or approximately  200%. This increase in general and
administrative expenses was mainly due to work in reviving the Company.

(C) CONSULTING AND PROFESSIONAL FEES.

     The Company had $58,400 of  consulting  and  professional  fees for the six
months  ended June 30,  2015  compared  to $0 for the six months  ended June 30,
2014.  This  increase was mainly due to  accounting  and other work in preparing
this registration statement and in reviving the Company.

(D) DEBT WRITE-OFF.

     The Company had a debt write-off of $3,100,290  during the six months ended
June 30, 2014 based on the age of certain  debt of the Company and the fact that
based on opinion of counsel this aged debt could no longer be collected.

(E) NET LOSS.

     The  Company  had a net loss of $73,862  for the six months  ended June 30,
2015  compared to a net income of  $3,097,065  for the six months ended June 30,
2014, a change of  $3,170,927.  This change was due to the debt  write-off  that
occurred in 2014 and other factors noted above.

YEARS ENDED DECEMBER 31, 2014 AND 2013.

(A) TOTAL REVENUE.

     The Company had no revenue for the years ended December 31, 2014 and 2013.

(B) GENERAL AND ADMINISTRATIVE EXPENSES.

     The Company had general and administrative  expenses of $3,629 for the year
ended December 31, 2014 compared to $7,308 for the year ended December 31, 2013,

                                       21

a decrease of $3,681 or approximately  50%. This decrease was mainly due to work
decrease in activity by the Company from one year to the next.

(C) DEBT WRITE-OFF.

     The Company had a debt  write-off of $3,100,291 in 2014 based on the age of
certain  debt of the Company and the fact that based on opinion of counsel  this
aged debt could no longer be collected.

(D) NET LOSS.

     The Company had net income of  $3,096,662  for the year ended  December 31,
2014 compared to a net loss of $7,308 for the year ended December 31, 2013. This
change was due to the debt  write-off  that  occurred in 2014 and other  factors
noted above.

OPERATING ACTIVITIES.

     The net cash used in  operating  activities  was $25,000 for the six months
ended  June  30,  2015  compared  to no cash  provided  by or used in  operating
activities for the six months ended June 30, 2014.  This change is attributed to
the net loss that occurred in 2014.

     The net cash  provided by operating  activities  was $0 for the years ended
December 31, 2014 and 2013.

LIQUIDITY AND CAPITAL RESOURCES.

     As of June 30, 2015,  the Company had total current  assets of $0 and total
current  liabilities  of  $249,738,  resulting in a working  capital  deficit of
$249,738. The cash and cash equivalents was $0 as of June 30, 2015.

     As of December 31,  2014,  the Company had total  current  assets of $0 and
total current liabilities of $170,591, resulting in a working capital deficit of
$170,591. The cash and cash equivalents was $0 as of December 31, 2014.

     The net cash provided by financing  activities from a loan (March 2015) was
$25,000  for six months  ended June 30,  2015  compared to $0 for the six months
ended June 30, 2014.

     The  Company's  current  cash  and  cash  equivalents  balance  will not be
sufficient  to fund its  operations  for the next twelve  months.  The Company's
ability to continue as a going concern on a longer-term  basis will be dependent
upon its ability to generate  sufficient  cash flow from  operations to meet its
obligations  on  a  timely  basis,  and  to  obtain  additional  financing,  and
ultimately attain profitability.  The Company's continued operations, as well as
the  implementation of the Company's  business plan will depend upon its ability
to raise additional funds through bank borrowings and equity or debt financing.

                                       22

     Whereas the Company has been successful in the past in raising capital,  no
assurance  can be given that these  sources of  financing  will  continue  to be
available  to it and/or  that  demand  for the  Company's  common  stock will be
sufficient to meet its capital  needs,  or that  financing  will be available on
terms  favorable to the Company.  If funding is  insufficient at any time in the
future, the Company may not be able to take advantage of business  opportunities
or respond to competitive  pressures,  or may be required to reduce the scope of
the Company's planned product  development and marketing  efforts,  any of which
could have a negative impact on its business and operating results. In addition,
insufficient  funding  may  have a  material  adverse  effect  on the  Company's
financial condition, which could require it to:

     *    curtail operations significantly;

     *    sell significant assets;

     *    seek  arrangements  with strategic  partners or other parties that may
          require  the Company to  relinquish  significant  rights to  products,
          technologies or markets; or

     *    explore other strategic alternatives including a merger or sale of the
          Company.

     To the extent that the Company raises  additional  capital through the sale
of equity or convertible  debt  securities,  the issuance of such securities may
result in dilution to the Company's existing  stockholders.  If additional funds
are raised through the issuance of debt  securities,  these  securities may have
rights,  preferences  and  privileges  senior to holders of common stock and the
terms of such  debt  could  impose  restrictions  on the  Company's  operations.
Regardless of whether the  Company's  cash assets prove to be inadequate to meet
its operational needs, the Company may seek to compensate  providers of services
by issuance  of stock in lieu of cash,  which may also result in dilution to the
Company's existing stockholders.

INFLATION.

     The impact of inflation on the  Company's  costs and the ability to pass on
cost increases to its customers  over time is dependent upon market  conditions.
The  Company  is not  aware  of any  inflationary  pressures  that  have had any
significant  impact on its operations over the past quarter and the Company does
not  anticipate  that  inflationary  factors will have a  significant  impact on
future operations.

OFF-BALANCE SHEET ARRANGEMENTS.

     The Company does not maintain  off-balance  sheet  arrangements nor does it
participate in non-exchange  traded  contracts  requiring fair value  accounting
treatment.

CRITICAL ACCOUNTING POLICIES.

     The SEC has issued Financial  Reporting Release No. 60,  "Cautionary Advice
Regarding Disclosure About Critical Accounting Policies" ("FRR 60"),  suggesting
companies  provide  additional  disclosure and commentary on their most critical

                                       23

accounting  policies.  In FRR 60, the  Commission  has defined the most critical
accounting  policies as the ones that are most  important to the  portrayal of a
company's financial  condition and operating results,  and require management to
make its most difficult and subjective judgments,  often as a result of the need
to make  estimates  of  matters  that are  inherently  uncertain.  Based on this
definition,  the Company's most critical accounting policies include: (a) use of
estimates;  and (b) net income  (loss) per share.  The  methods,  estimates  and
judgments the Company uses in applying these most critical  accounting  policies
have a  significant  impact on the results the Company  reports in its financial
statements.

(A) USE OF ESTIMATES.

     The  preparation  of  financial  statements  requires  the  Company to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,   and  related  disclosure  of  contingent  assets  and
liabilities.  On an on-going  basis,  the  Company  evaluates  these  estimates,
including those related to revenue recognition and concentration of credit risk.
The Company bases its estimates on  historical  experience  and on various other
assumptions  that is  believed to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions.

(B) NET INCOME (LOSS) PER SHARE.

     Net  income  (loss) per  common  share is  computed  by  dividing  net loss
available to common stockholders by the weighted average number of common shares
outstanding during the period. Diluted loss per common share is computed similar
to basic loss per common  share  except that the  denominator  is  increased  to
include the number of additional  common shares that would have been outstanding
if the  potential  common  shares had been issued and if the  additional  common
shares were dilutive.

FORWARD LOOKING STATEMENTS.

     This Form 10 registration  statement contains "forward looking  statements"
within the meaning of Rule 175 of the  Securities  Act of 1933, as amended,  and
Rule 3b-6 of the  Securities  Act of 1934,  as  amended.  The  words  "believe,"
"expect,"   "anticipate,"   "intends,"   "forecast,"   "project,"   and  similar
expressions  identify  forward-looking  statements.  These are  statements  that
relate to future periods and include,  but are not limited to,  statements as to
the Company's  estimates as to the adequacy of its capital  resources,  its need
and  ability  to  obtain  additional  financing,  and  its  critical  accounting
policies.

     Forward-looking  statements are subject to certain risks and  uncertainties
that could cause actual results to differ materially from those projected. These
forward-looking  statements  speak  only  as of the  date  hereof.  The  Company
expressly  disclaims  any  obligation  or  undertaking  to release  publicly any
updates or  revisions  to any  forward-looking  statements  contained  herein to

                                       24

reflect  any change in its  expectations  with  regard  thereto or any change in
events, conditions or circumstances on which any such statement is based.

ITEM 3. PROPERTIES.

     The Company owns general office equipment  valued at approximately  $5,700.
It has no  agreements  at this time to acquire any  equipment or  property.  The
Company  currently  maintains  an office at 1950 Fifth  Avenue,  Suite 100,  San
Diego,  California 92101. The Company does not pay any monthly rent at this time
for use of an office at this  address,  which is provided by an attorney for the
Company. These offices are currently adequate for the needs of the Company.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  following  table  sets  forth  information  regarding  the  beneficial
ownership of shares of the Company's common stock as of June 30, 2015 (1,012,029
(1) issued and outstanding) by (i) all  stockholders  known to the Company to be
beneficial owners of more than 5% of the outstanding  common stock; and (ii) all
of the current directors and executive officers of the Company as a group:

                                                    Amount of
                     Name and Address of            Beneficial         Percent
Title of Class         Beneficial Owner            Ownership (2)       of Class
--------------         ----------------            -------------       --------

Common Stock      Glenn McMachen                     585,674            57.87%
                  2351 N.E. 48th Court
                  Lighthouse Point, FL 33064

Common Stock      Arlene McMachen                     85,674             8.46%
                  2351 N.E. 48th Court
                  Lighthouse Point, FL 33064

Common Stock      John Fleming                        26,589             2.63%
                  1950 Fifth Avenue, Suite 100
                  San Diego, CA 92101

Common Stock      Shares of all directors and         26,589             2.63%
                  executive officers as a
                  group (1 person)

----------
(1)  This  amount,  post 3,000 to 1 reverse  split  effective on April 27, 2015,
     includes shares issued for purposes of rounding.
(2)  Each person has sole voting power and sole  dispositive  power as to all of
     the shares shown as beneficially  owned by them. None of these  individuals
     holds any convertible securities.

                                       25

     Neither the  officers and  directors  of the Company,  nor any company they
directly or indirectly  control,  has entered into any arrangements,  agreements
(including  derivative  agreements),  or contracts that give or will give anyone
else an interest in the  Company.  The  director/officer  has not used shares of
this Company to secure a loan.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.

DIRECTORS AND EXECUTIVE OFFICERS.

     The name,  age,  and  position  of the  director/executive  officer  of the
Company are set forth below.  The director named below will serve until the next
annual meeting of  stockholders  or until their  successors are duly elected and
have  qualified.  Directors  are  elected  for a  term  until  the  next  annual
stockholders'  meeting.  Officers  will hold their  positions at the will of the
board of directors,  absent any  employment  agreement,  of which none currently
exist or are contemplated.

     There is no arrangement  or  understanding  between the  director/executive
officer and any other person pursuant to which the director/officer was or is to
be  selected  as a  director/officer,  and  there  is no  arrangement,  plan  or
understanding  as to whether  non-management  stockholders  will exercise  their
voting  rights to continue to elect the current  board of  directors.  There are
also  no  arrangements,  agreements  or  understandings  between  non-management
stockholders  that may directly or  indirectly  participate  in or influence the
management of the  Company's  affairs.  There are no other  promoters or control
persons  of  the  Company.   There  are  no  legal  proceedings   involving  the
director/officer of the Company.

     On August 15,  2014,  Glenn W.  McMachen,  Sr.,  the  Company's  sole board
member, and chief executive officer,  president,  and secretary/treasurer of the
Company,  appointed  John  Fleming  as a new  member of the  Company's  board of
directors.  Mr. McMachen then resigned from all positions with the Company.  Mr.
Fleming was then appointed as the Company's chief executive officer,  president,
and secretary/treasurer.

JOHN J. FLEMING, PRESIDENT/CHIEF EXECUTIVE OFFICER/SECRETARY/TREASURER/DIRECTOR.

     Mr.  Fleming,  age 66,  was the  managing  partner of AFI  Capital,  LLC, a
venture capital company, located in San Diego, California for the 5 years before
joining the Company in September 2002. Mr. Fleming served as the Company's chief
executive  officer and  president  from 2002 until he resigned on March 24, 2010
(the date of execution  of the  Agreement  noted in Item 1.02 above.  Before AFI
Capital, Mr. Fleming managed Fleming & Associates,  a  business-consulting  firm
that  provided  services to companies  looking to create  business  plans and/or
review  current  plans in order to move  forward  with  fund  raising  from both
private and public  sectors.  From March 2010 to August  2014,  Mr.  Fleming has
acted as a business consultant.

AUDIT COMMITTEE.

     The  Company's  board of  directors  functions as audit  committee  for the
Company.

                                       26

     The primary  responsibility  of the Audit  Committee will be to oversee the
financial  reporting  process on behalf of the Company's  board of directors and
report  the  result of their  activities  to the  board.  Such  responsibilities
include,  but  are  not  limited  to,  the  selection,   and  if  necessary  the
replacement,  of the Company's  independent  registered  public accounting firm,
review and discuss with such independent  registered public accounting firm: (i)
the overall scope and plans for the audit,  (ii) the adequacy and  effectiveness
of the  accounting  and financial  controls,  including the Company's  system to
monitor and manage business risks, and legal and ethical programs, and (iii) the
results of the annual audit,  including the financial  statements to be included
in the annual report on Form 10-K.

     The Company's policy is to pre-approve all audit and permissible  non-audit
services  provided by the independent  registered  public accounting firm. These
services may include audit services,  audit-related  services,  tax services and
other services.  Pre-approval  is generally  provided for up to one year and any
pre-approval  is detailed as to the  particular  service or category of services
and is generally subject to a specific budget. The independent registered public
accounting firm and management are required to periodically  report to the audit
committee   regarding  the  extent  of  services  provided  by  the  independent
registered public accounting firm in accordance with this pre-approval,  and the
fees  for  the  services  performed  to  date.  The  audit  committee  may  also
pre-approve particular services on a case-by-case basis.

OTHER COMMITTEE OF THE BOARD OF DIRECTORS.

     The Company  presently does not have a compensation  committee,  nominating
committee,  an  executive  committee  of the  board  of  directors,  stock  plan
committee or any other committees.

RECOMMENDATION OF NOMINEES.

     The Company  does not have a standing  nominating  committee  or  committee
performing  similar  functions.  Because of the small size of the  Company,  the
board of directors  believes that it is appropriate  for the Company not to have
such a committee. All the directors participate in the consideration of director
nominees.

     The  board  of  directors  does  not  have  a  policy  with  regard  to the
consideration  of any  director  candidates  recommended  by  security  holders.
Because  of  the  small  size  of  the  Company,   and  the  limited  number  of
stockholders,  the board of directors  believes that it is  appropriate  for the
Company not to have such a policy.

     When evaluating  director  nominees,  The Company  considered the following
factors:

     *    The appropriate size of the board.

     *    The  Company's  needs  with  respect  to the  particular  talents  and
          experience of company directors.

                                       27

     *    Knowledge,  skills and experience of prospective  nominees,  including
          experience in finance, administration.

     *    Experience with accounting rules and practices.

     *    The desire to balance  the  benefit of  continuity  with the  periodic
          injection of the fresh perspective provided by new board members.

     The Company's goal is to assemble a board that brings together a variety of
perspectives  and skills  derived  from high quality  business and  professional
experience.

ITEM 6. EXECUTIVE COMPENSATION.

     (a)  The  current  officer  and  director  has  not  received  any  form of
compensation  during the last completed fiscal year ended December 31, 2014. The
prior  officer/director of the Company, Glenn McMachen, did not receive any form
of compensation during the last two completed fiscal years.

     (b) There is no plan that provides for the payment of retirement  benefits,
or benefits that will be paid primarily following retirement,  including but not
limited  to  tax-qualified   defined  benefit  plans,   supplemental   executive
retirement  plans,  tax-qualified  defined  contribution  plans and nonqualified
defined contribution plans.

     (c) There is currently  no contract,  agreement,  or  arrangement,  whether
written or unwritten,  that provides for payment(s) to a named executive officer
at,  following,  or in  connection  with the  resignation,  retirement  or other
termination of a named executive officer,  or a change in control of the Company
or a change in the named executive officer's responsibilities following a change
in control, with respect to each named executive officer.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During the Company's  last two fiscal  years,  and the  subsequent  interim
period, there has been no transaction, or any currently proposed transaction, in
which the Company was or is to be a participant and the amount involved  exceeds
$120,000,  and in which any related person had or will have a direct or indirect
interest.

     The  Company has not had a promoter at any time during the past five fiscal
years.

     The Company defines director independence in accordance with the definition
as set forth in Rule 5605(a)(2) of the Rules of the NASDAQ Stock Market.

                                       28

ITEM 8. LEGAL PROCEEDINGS.

     There are no known legal or other  proceedings  against  the  Company  that
could at the time of submitting  this  registration  statement that could have a
materially adverse effect on the Company's financial position or operations.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
        RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION.

     The Company's common stock trades on the OTC Markets Group under the symbol
"TGLN".  The range of  closing  prices  shown  below is as  reported  by the OTC
Markets Group. The quotations shown reflect inter-dealer prices,  without retail
mark-up,  markdown  or  commission  and may  not  necessarily  represent  actual
transactions.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ending on December 31, 2015

                                           High          Low
                                           ----          ---

Quarter Ended June 30, 2015 (1)           $0.99        $0.06
Quarter Ended March 31, 2015              $0.0001      $0.0001

----------
(1)  A 3,000 to 1 reverse split of the  Company's  common stock was effective on
     April 27, 2015.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2014

                                           High          Low
                                           ----          ---

Quarter Ended December 31, 2014           $0.0001      $0.0001
Quarter September 30, 2014                $0.0001      $0.0001
Quarter Ended June 30, 2014               $0.0001      $0.0001
Quarter Ended March 31, 2014              $0.0001      $0.0001

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2013

                                           High          Low
                                           ----          ---

Quarter Ended December 31, 2013           $0.0001      $0.0001
Quarter Ended September 30, 2013          $0.0001      $0.0001
Quarter Ended June 30, 2013               $0.0001      $0.0001
Quarter Ended March 31, 2013              $0.0001      $0.0001

                                       29


REVERSE SPLIT.

     On April 27, 2015,  there was a 1 for 3,000  reverse split of the Company's
common stock.  After this reverse split, the total number of outstanding  shares
of common  stock of the  Company  as of June 30,  2015 was  1,012,029  (includes
shares issued for purposes of rounding);  immediately  after the reverse  split,
the number of issued and outstanding shares was 1,004,517.

HOLDERS OF COMMON EQUITY.

     As of June 30,  2015,  the  Company had 414  stockholders  of record of its
common stock.  The number of record holders was  determined  from the records of
the Company's transfer agent. The number of record holders excludes any estimate
of the number of beneficial owners of common shares held in street name.

DIVIDENDS.

     The Company has not declared or paid a cash dividend to stockholders  since
it was  organized.  The Board of  Directors  presently  intends  to  retain  any
earnings to finance the  Company's  operations  and does not expect to authorize
cash dividends in the foreseeable  future.  Any payment of cash dividends in the
future will depend upon the Company's earnings,  capital  requirements and other
factors.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.

     During the past three years,  there have been no sales of securities of the
Company.

ITEM 11. DESCRIPTION OF SECURITIES TO BE REGISTERED.

COMMON STOCK.

     The  authorized  capital  stock of the Company  consists  of  5,000,000,000
shares of common stock, par value $0.001. The holders of the common stock:

     (a)  have equal ratable  rights to dividends  from funds legally  available
          therefore,  when, as, and if declared by the Board of Directors of the
          Company;

     (b)  are  entitled  to share  ratably in all of the  assets of the  Company
          available  for  distribution  upon  winding  up of the  affairs of the
          Company; and

     (c)  are  entitled to one  non-cumulative  vote per share on all matters on
          which stockholders may vote at all meetings of stockholders.

                                       30

These securities do not have any of the following rights:

     (a)  cumulative or special voting rights;

     (b)  preemptive rights to purchase in new issues of shares;

     (c)  preference as to dividends or interest;

     (d)  preference upon liquidation; or

     (e)  any other special rights or preferences.  In addition,  the Shares are
          not convertible into any other security.

     There are no  restrictions  on dividends  under any loan or other financing
arrangements or otherwise.

     The Company's  authorized but unissued common stock  currently  consists of
4,998,995,483  shares.  One effect of the existence of  authorized  but unissued
capital  stock may be to enable the Board of Directors to render more  difficult
or to  discourage  an  attempt to obtain  control  of the  Company by means of a
merger,  tender offer, proxy contest,  or otherwise,  and thereby to protect the
continuity of the Company's management. If, in the due exercise of its fiduciary
obligations,  for  example,  the Board of  Directors  were to  determine  that a
takeover proposal was not in the Company's best interests,  such shares could be
issued by the Board of  Directors  without  stockholder  approval in one or more
private  placements or other  transactions  that might  prevent,  or render more
difficult  or costly,  completion  of the takeover  transaction  by diluting the
voting or other rights of the  proposed  acquiror or  insurgent  stockholder  or
stockholder  group, by creating a substantial  voting block in  institutional or
other hands that might  undertake to support the position of the incumbent Board
of Directors,  by effecting an acquisition that might complicate or preclude the
takeover, or otherwise.

SERIES B COMMON STOCK.

     The Company has  100,000,000  shares of Series B common  stock  authorized;
none is issued and outstanding

PREFERRED STOCK.

     The Company has 10,000,000  shares of preferred stock  authorized;  none is
issued and outstanding

NON-CUMULATIVE VOTING.

     The  holders  of  shares  of  common  stock  of the  Company  will not have
cumulative voting rights,  which means that the holders of more than 50% of such
outstanding Shares,  voting for the election of directors,  can elect all of the
directors to be elected,  if they so choose.  In such event,  the holders of the
remaining Shares will not be able to elect any of the Company's directors.

                                       31

DIVIDENDS.

     The Company does not currently  intend to pay cash  dividends.  Because the
Company does not intend to make cash distributions, potential stockholders would
need to sell their shares to realize a return on their investment.  There can be
no  assurances  of the  projected  values  of the  shares,  or can  there be any
guarantees of the success of the Company.

     A  distribution  of revenues will be made only when, in the judgment of the
Company's  board of  directors,  it is in the  best  interest  of the  Company's
stockholders  to do so. The board of directors will review,  among other things,
the financial  status of the Company and any future cash needs of the Company in
making its decision.

TRANSFER AGENT.

     The Company has engaged the services of Interwest  Transfer Company,  Inc.,
1981 Murray  Holladay  Road,  Suite 100,  Salt Lake City,  Utah  84117,to act as
transfer agent and registrar for the Company.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  following is a summary of the relevant  provisions  in the articles of
incorporation, bylaws, and Nevada law with regard to limitation of liability and
indemnification of officers, directors and employees of the Company.

LIMITATION OF LIABILITY.

ARTICLES OF INCORPORATION AND BYLAWS.

     There are no  provisions  in the  Company's  articles of  incorporation  or
bylaws with regard to liability of a director

NEVADA REVISED STATUTES.

     "NRS 78.138  Directors and  officers:  Exercise of powers;  performance  of
duties;   presumptions   and   considerations;   liability  to  corporation  and
stockholders.

     (7) Except as  otherwise  provided in NRS 35.230,  a director or officer is
not  individually  liable to the corporation or its stockholders for any damages
as a result  of any act or  failure  to act in his  capacity  as a  director  or
officer unless it is proven that:

     (a)  His act or failure to act constituted a breach of his fiduciary duties
          as a director or officer; and

     (b)  His breach of those duties involved intentional misconduct, fraud or a
          knowing violation of law."

                                       32

INDEMNIFICATION.

ARTICLES OF INCORPORATION AND BYLAWS.

     There are no  provisions  in the articles of  incorporation  with regard to
indemnification.  The bylaws of the Company provide the following with regard to
indemnification:

     "No director shall be liable to the corporation or any of its  stockholders
     for  monetary  damages for breach of fiduciary  duty as a director,  except
     with  respect  to (1) a breach of the  director's  duty of  loyalty  to the
     corporation or its stockholders, (2) acts or omissions not in good faith or
     which involve  intentional  misconduct  or a knowing  violation of law, (3)
     liability  which may be  specifically  defined by law or (4) a  transaction
     from which the director derived an improper personal benefit,  it being the
     intention of the  foregoing  provision to  eliminate  the  liability of the
     corporation's  directors  to the  corporation  or its  stockholders  to the
     fullest extent  permitted by law. The  corporation  shall  indemnify to the
     fullest  extent  permitted  by law each  person  that such law  grants  the
     corporation the power to indemnify."

NEVADA REVISED STATUTES.

     "NRS  78.7502  DISCRETIONARY  AND  MANDATORY  INDEMNIFICATION  OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS: GENERAL PROVISIONS.

     1. A  corporation  may  indemnify  any  person  who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against expenses, including attorneys' fees, judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with the action, suit or proceeding if he:

     (a)  Is not liable  pursuant to  directors  and  officers  duty to exercise
          their  powers in good  faith and with a view to the  interests  of the
          corporation]; or

     (b)  Acted in good faith and in a manner which he reasonably believed to be
          in or not opposed to the best interests of the corporation,  and, with
          respect to any criminal action or proceeding,  had no reasonable cause
          to believe his conduct was unlawful.

The  termination  of  any  action,  suit  or  proceeding  by  judgment,   order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself,  create a presumption  that the person is liable  pursuant to or
did not act in good faith and in a manner which he reasonably  believed to be in
or not opposed to the best interests of the  corporation,  or that, with respect

                                       33

to any criminal  action or proceeding,  he had reasonable  cause to believe that
his conduct was unlawful.

     2. A  corporation  may  indemnify  any  person  who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection with the defense or settlement of the action or suit if he:

     (a)  Is not liable pursuant to; or

     (b)  Acted in good faith and in a manner that he reasonably  believed to be
          in or not opposed to the best interests of the corporation.

Indemnification  may not be made for any claim, issue or matter as to which such
a  person  has  been  adjudged  by a  court  of  competent  jurisdiction,  after
exhaustion  of all appeals  therefrom,  to be liable to the  corporation  or for
amounts paid in  settlement  to the  corporation,  unless and only to the extent
that the  court in which  the  action  or suit  was  brought  or other  court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.

     3.  To  the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein,  the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection with the defense."

     "NRS  78.751  AUTHORIZATION  REQUIRED  FOR  DISCRETIONARY  INDEMNIFICATION;
ADVANCEMENT  OF EXPENSES;  LIMITATION  ON  INDEMNIFICATION  AND  ADVANCEMENT  OF
EXPENSES.

     1.  Any  discretionary  indemnification  pursuant  to NRS  78.7502,  unless
ordered by a court or  advanced  pursuant  to  subsection  2, may be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances. The determination must be made:

     (a)  By the stockholders;

     (b)  By the board of directors by majority  vote of a quorum  consisting of
          directors who were not parties to the action, suit or proceeding;

     (c)  If a majority  vote of a quorum  consisting  of directors who were not
          parties to the action,  suit or proceeding so orders,  by  independent
          legal counsel in a written opinion; or

                                       34

     (d)  If a quorum  consisting  of  directors  who were  not  parties  to the
          action,  suit or proceeding  cannot be obtained,  by independent legal
          counsel in a written opinion.

     2. The articles of  incorporation,  the bylaws or an agreement  made by the
corporation may provide that the expenses of officers and directors  incurred in
defending a civil or criminal  action,  suit or  proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent  jurisdiction that the director or officer is not entitled to
be indemnified  by the  corporation.  The  provisions of this  subsection do not
affect any rights to advancement of expenses to which corporate  personnel other
than  directors or officers  may be entitled  under any contract or otherwise by
law.

     3. The indemnification  pursuant to NRS 78.7502 and advancement of expenses
authorized in or ordered by a court pursuant to this section:

     (a)  Does  not  exclude  any  other  rights  to  which  a  person   seeking
          indemnification  or  advancement of expenses may be entitled under the
          articles  of   incorporation   or  any  bylaw,   agreement,   vote  of
          stockholders or  disinterested  directors or otherwise,  for either an
          action in the  person's  official  capacity  or an  action in  another
          capacity while holding  office,  except that  indemnification,  unless
          ordered by a court  pursuant to NRS 78.7502 or for the  advancement of
          expenses  made  pursuant  to  subsection  2,  may not be made to or on
          behalf of any director or officer if a final adjudication  establishes
          that  the   director's  or  officer's   acts  or  omissions   involved
          intentional  misconduct,  fraud or a knowing  violation of the law and
          was material to the cause of action. A right to  indemnification or to
          advancement  of expenses  arising under a provision of the articles of
          incorporation  or  any  bylaw  is not  eliminated  or  impaired  by an
          amendment  to  such  provision  after  the  occurrence  of the  act or
          omission that is the subject of the civil, criminal, administrative or
          investigative  action, suit or proceeding for which indemnification or
          advancement  of expenses is sought,  unless the provision in effect at
          the  time  of  such  act  or  omission   explicitly   authorizes  such
          elimination or impairment after such action or omission has occurred.

     (b)  Continues  for a person  who has  ceased  to be a  director,  officer,
          employee  or agent and inures to the  benefit of the heirs,  executors
          and administrators of such a person."

     "NRS 78.752 INSURANCE AND OTHER FINANCIAL ARRANGEMENTS AGAINST LIABILITY OF
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.

     (1) A  corporation  may  purchase  and  maintain  insurance  or make  other
financial  arrangements  on  behalf  of any  person  who  is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust or other  enterprise  for any
liability asserted against him and liability and expenses incurred by him in his

                                       35

capacity as a director, officer, employee or agent, or arising out of his status
as such,  whether or not the  corporation  has the  authority to  indemnify  him
against such liability and expenses.

     (2) The other financial  arrangements  made by the corporation  pursuant to
subsection 1 may include the following:

     (a)  The creation of a trust fund.

     (b)  The establishment of a program of self-insurance.

     (c)  The  securing  of its  obligation  of  indemnification  by  granting a
          security interest or other lien on any assets of the corporation.

     (d)  The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may provide protection
for a person adjudged by a court of competent jurisdiction,  after exhaustion of
all  appeals  therefrom,  to be liable for  intentional  misconduct,  fraud or a
knowing  violation of law, except with respect to the advancement of expenses or
indemnification ordered by a court.

     (3) Any insurance or other financial arrangement made on behalf of a person
pursuant to this section may be provided by the  corporation or any other person
approved by the board of  directors,  even if all or part of the other  person's
stock or other securities is owned by the corporation.

     (4) In the absence of fraud:

     (a)  The  decision of the board of  directors  as to the  propriety  of the
          terms and conditions of any insurance or other  financial  arrangement
          made  pursuant to this section and the choice of the person to provide
          the insurance or other financial arrangement is conclusive; and

     (b)  The insurance or other financial arrangement:

          (i)  Is not void or voidable; and

          (ii) Does not subject any director  approving it to personal liability
               for his action,  even if a director  approving  the  insurance or
               other financial  arrangement is a beneficiary of the insurance or
               other financial arrangement.

     (5) A corporation  or its  subsidiary  which  provides  self-insurance  for
itself or for another  affiliated  corporation  pursuant to this  section is not
subject to the provisions of Title 57 of NRS."

                                       36

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     All financial  statements  required by Article 8 of Regulation  S-X are set
forth in this document after Item 15.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURES.

     On May 13, 2015 the Company  retained  Anton & Chia,  LLP as the  Company's
independent  registered public accounting firm. The decision to engage this firm
was recommended  and approved by the Company's Board of Directors.  Anton & Chia
was retained to audit the Company's  financial  statements  for the fiscal years
ended  December  31, 2014 and 2013.  During  fiscal  years 2013,  2014,  and the
subsequent  interim  period,  neither the  Company  nor anyone on the  Company's
behalf  engaged  Anton & Chia  regarding  either the  application  of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's  financial  statements,
or any matter that was either the subject of a  "disagreement"  or a "reportable
event," both as such terms are defined in Item 304 of Regulation S-K.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.

     The  following  documents  are being  filed as a part of this  registration
statement on Form 10:

     (a)  Unaudited  financial  statements  as of and for the periods ended June
          30, 2015 and 2014; and

     (b)  Audited  financial  statements as of and for the years ended  December
          31, 2014 and 2013;

     (c)  Those  exhibits  required by Item 601 of  Regulation  S-K (included or
          incorporated  by  reference  in this  document  are set  forth  in the
          Exhibit Index).

                                       37

                          TBC GLOBAL NEWS NETWORK, INC.
                                 BALANCE SHEETS



                                                                     June 30, 2015        December 31, 2014
                                                                     -------------        -----------------
                                                                      (Unaudited)
                                                                                      
                                     ASSETS

Current assets:
  Cash                                                                $         --           $         --
                                                                      ------------           ------------
      Total current assets                                                      --                     --
                                                                      ------------           ------------
Other Assets:
  Furniture and equipment                                                    5,285                     --
                                                                      ------------           ------------
      Total other assets                                                     5,285                     --
                                                                      ------------           ------------

      Total assets                                                    $      5,285           $         --
                                                                      ============           ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Short-term liabilities:
  Accounts payable                                                    $    211,955           $    170,187
  Due to officers                                                            6,950                    404
  Loans payable                                                             25,000                     --
  Accrued interest                                                           5,833                     --
                                                                      ------------           ------------
      Total short-termliabilities                                          249,738                170,591

      Total liabilities                                                    249,738                170,591

Stockholders' deficit:
  Common stock; $0.001 par value; 5,000,000,000 shares
   authorized, 1,012,029 and 1,004,517 shares issued and
   outstanding as of June 30, 2015 and December 31, 2014 (1)                 1,012                  1,005
  Series B common stock; $0.001 par value; 100,000,000
   shares authorized, no shares issued and outstanding
   as of June 30, 2015 and December 31, 2014                                    --                     --
  Preferred stock; $0.001 par value; 10,000,000 shares
   authorized, no shares issued and outstanding
   as of June 30, 2015 and December 31, 2014                                    --                     --
  Additional paid-in capital                                            74,203,323             74,203,330
  Accumulated deficit                                                  (74,448,788)           (74,374,926)
                                                                      ------------           ------------
      Total stockholders' deficit                                         (244,453)              (170,591)
                                                                      ------------           ------------

      Total liabilities and stockholders' deficit                     $      5,285           $         --
                                                                      ============           ============


----------
(1)  The number of issued and  outstanding  shares of common stock  reflects the
     amount immediately after a 3,000 to 1 reverse split of the Company's common
     stock that was  effective  on April 27, 2015  (1,004,517)  plus  additional
     shares  issued for purposes of rounding  during the three months ended June
     30, 2015.


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

                                       38

                          TBC GLOBAL NEWS NETWORK, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                        Three Months         Three Months         Six Months           Six Months
                                           Ended                Ended               Ended                Ended
                                          June 30,             June 30,            June 30,             June 30,
                                            2015                 2014                2015                 2014
                                         ----------           ----------          ----------           ----------
                                                                                           
Revenues:
  Gross sales                            $       --           $       --          $       --           $       --
                                         ----------           ----------          ----------           ----------
Net Sales                                        --                   --                  --                   --

Costs and expenses:
  Consulting fees                             6,900                   --              11,400                   --
  Professional fees                          47,000                   --              47,000                   --
  General and administrative                  1,492                   --               9,629                3,225
                                         ----------           ----------          ----------           ----------
Total costs and expenses                     55,392                   --              68,029                3,225

Loss from operations                        (55,392)                  --             (68,029)              (3,225)

Other income (expenses)
  Interest expense                           (5,055)                  --              (5,833)                  --
  Debt write-off                                 --                   --                  --            3,100,290
                                         ----------           ----------          ----------           ----------
Total other income (expenses)                (5,055)                  --              (5,833)           3,100,290
                                         ----------           ----------          ----------           ----------


                                       39

                          TBC GLOBAL NEWS NETWORK, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                   (continued)



                                        Three Months         Three Months         Six Months           Six Months
                                           Ended                Ended               Ended                Ended
                                          June 30,             June 30,            June 30,             June 30,
                                            2015                 2014                2015                 2014
                                         ----------           ----------          ----------           ----------
                                                                                           

Net income (loss)                        $  (60,447)          $       --          $  (73,862)          $3,097,065
                                         ==========           ==========          ==========           ==========

Basic earnings (loss) per share          $    (0.06)          $       --          $    (0.07)          $     3.08
                                         ==========           ==========          ==========           ==========

Weighted average number of
 common shares outstanding (1)            1,009,122            1,004,517           1,006,833            1,004,517
                                         ==========           ==========          ==========           ==========

 Diluted earnings (loss) per share       $    (0.06)          $       --          $       --           $     3.08
                                         ==========           ==========          ==========           ==========
Weighted average number of
 common shares outstanding (1)            1,009,122            1,004,517           1,006,833            1,004,517
                                         ==========           ==========          ==========           ==========


----------
(1)  The number of shares of common stock reflects the amount  immediately after
     a 3,000 to 1 reverse split of the Company's common stock that was effective
     on April 27, 2015 plus  additional  shares  issued for purposes of rounding
     during the three months ended June 30, 2015.


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

                                       40

                          TBC GLOBAL NEWS NETWORK, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                                       Six Months             Six Months
                                                                         Ended                  Ended
                                                                        June 30,               June 30,
                                                                          2015                   2014
                                                                      ------------           ------------
                                                                                      
Cash flows from operating activities:
  Net income (loss)                                                   $    (73,862)          $  3,097,065
  Adjustments to reconcile the net loss
   to net cash:
     Depreciation expense                                                      458                     --
  Change in current assets and liabilities:
     Accrued interest expense                                                5,833                     --
     Change in due to officers                                                 803                     --
     Change in accounts payable                                             41,768             (3,097,065)
                                                                      ------------           ------------
          Net cash used in operating activities                            (25,000)                    --

Cash flows from financing activities:
  Proceeds from loans payable                                               25,000                     --
                                                                      ------------           ------------

          Net cash provided by financing activities                         25,000                     --

Net increase (decrease) in cash                                                 --                     --

Cash at beginning of period                                                     --                     --
                                                                      ------------           ------------

Cash at end of period                                                 $         --           $         --
                                                                      ============           ============
Supplemental disclosures of cash flow:
  Non-cash activities:
    Purchase of fixed assets and supplies from related party          $      5,743           $         --
                                                                      ------------           ------------

      Total non-cash activities                                       $      5,743           $         --
                                                                      ============           ============

  Interest paid                                                       $         --           $         --
                                                                      ============           ============

  Taxes paid                                                          $         --           $         --
                                                                      ============           ============


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

                                       41

                          TBC GLOBAL NEWS NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 - NATURE OF BUSINESS

The  accompanying  unaudited  financial  statements  of TBC Global News Network,
Inc., a Nevada  corporation  ("Company"),  have been prepared in accordance with
Securities and Exchange  Commission  ("SEC")  requirements for interim financial
statements.  Therefore, they do not include all of the information and footnotes
required by accounting  principles  generally  accepted in the United States for
complete  financial  statements.  These financial  statements  should be read in
conjunction  with the audited  financial  statements of the Company for the year
ended December 31, 2014.

The  financial  statements  include the accounts of the Company.  The  financial
statements  have  been  prepared  in  accordance  with U.S.  generally  accepted
accounting principles ("GAAP"). All common stock share numbers reflect the 1 for
10,000 reverse split of the Company's  common stock  effective on April 9, 2009,
and the 1 for 3,000  reverse split of the  Company's  common stock  effective on
April 27, 2015.

The interim  financial  information is unaudited.  In the opinion of management,
all adjustments  necessary to present fairly the financial  position as of March
31, 2015, and the results of operations and cash flows for the three months then
ended.  All such  adjustments  are of a normal  and  recurring  nature.  Interim
results are not  necessarily  indicative of results of  operations  for the full
year.

In November 2008, the Company halted its previous operations of providing online
movie  rentals  (also  referred  to  as a  "DVD")  and  video  game  rentals  to
subscribers through its Internet website, gameznflix.com.

On May 7, 2009,  the Company  filed a  Certificate  of  Amendment to Articles of
Incorporation  with the Nevada  Secretary of State.  This amendment  changed the
name of the Company to TBC Global News Network,  Inc. This corporate  action had
previously been approved by consent of a majority of the  outstanding  shares of
common stock of the Company. As of July 30, 2009, the new trading symbol for the
Company is "TGLN."

During the first  quarter of 2010,  the Company  ceased its prior  operations of
producing video news, business profiles, and television advertisements.

On March 19, 2010,  the Company  entered into a Purchase and Sale Agreement with
Sterling Yacht Sales,  Inc., and it  stockholders,  Glenn W. McMachen,  Sr., and
Arlene  McMachen.   However,  since  the  buyers  breached  this  agreement  the
transaction was rescinded, and therefore no consolidation is required.

                                       42

From August 2010 until August 2014,  the Company did not operate.  Upon assuming
the  positions  as a director  and  officer of the Company in August  2014,  Mr.
Fleming  commenced  operations  of the Company as a consultant  and also seeking
opportunities for the Company.

On August 15, 2014, Mr.  McMachen,  the Company's  sole board member,  and chief
executive officer,  president, and secretary/treasurer of the Company, appointed
John Fleming as a new member of the Company's  board of directors.  Mr. McMachen
then  resigned  from  all  positions  with the  Company.  Mr.  Fleming  was then
appointed    as   the    Company's    executive    officer,    president,    and
secretary/treasurer.  Mr. Fleming will serve in these  positions  until the next
annual meeting of  stockholders  or until their  successors are duly elected and
have qualified.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

The summary of  significant  accounting  policies of the Company is presented to
assist in  understanding  the  Company's  financial  statements.  The  financial
statements and notes are representations of the Company's  management,  which is
responsible  for their  integrity and  objectivity.  These  accounting  policies
conform to generally accepted  accounting  principles and have been consistently
applied in the preparation of the financial statements.

USE OF ESTIMATES.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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 revenue  and  expenses  during the  reporting  period.
Because of the use of estimates  inherent in the  financial  reporting  process,
actual results could differ significantly from those estimates.

CASH AND CASH EQUIVALENTS.

The Company  maintains  cash  balances  in  non-interest-bearing  accounts  that
currently  do not  exceed  federally  insured  limits.  For the  purpose  of the
statements  of cash  flows,  all  highly  liquid  investments  with an  original
maturity of three months or less are  considered to be cash  equivalents.  There
were no cash equivalents as of June 30, 2015.

INCOME TAXES.

The Company  accounts  for income  taxes using the asset and  liability  method.
Deferred  income taxes are  recognized by applying  enacted  statutory tax rates
applicable  to future  years to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases and operating  loss and tax credit  carryforwards.  The effect on deferred
tax assets and  liabilities  of a change in tax rates is recognized in income in
the period that includes the enactment  date.  The  measurement  of deferred tax
assets is reduced,  if necessary,  by a valuation allowance for any tax benefits
for which future realization is uncertain.

                                       43

At June 30, 2015,  the Company has net operating  loss  carry-forwards  totaling
$74,448,788. The carry-forwards begin to expire in fiscal year 2034. The Company
has established a valuation  allowance for the full tax benefit of the operating
loss carry-forwards due to the uncertainty  regarding  realization.  Pursuant to
Sections  382 and 383 of the  Internal  Revenue  Code,  annual use of any of the
Company's  net  operation  loss and  credit  carry  forwards  may be  limited if
cumulative  changes in  ownership  of more than 50% occur  during any three year
period.

IMPAIRMENT OF LONG-LIVED ASSETS.

In  accordance  with  Accounting  Standards   Codification  ("ASC")  Topic  360,
"Accounting  for the  Impairment or Disposal of Long-Lived  Assets,"  long-lived
assets  such  as  property  and  equipment  and  intangible  assets  subject  to
amortization,  are  reviewed  for  impairment  whenever  events  or  changes  in
circumstances  indicate  that the  carrying  amount of an asset group may not be
recoverable.  Recoverability of assets groups to be held and used is measured by
a comparison of the carrying amount of an asset group to estimated  undiscounted
future cash flows  expected to be generated by the asset group.  If the carrying
amount of an asset group exceeds its estimated  future cash flows, an impairment
charge is  recognized  by the  amount by which the  carrying  amount of an asset
group exceeds fair value of the asset group.

NET INCOME (LOSS) PER SHARE.

Basic net income  (loss) per share is computed by dividing net income  (loss) by
the  weighted-average  number of  outstanding  shares of common stock during the
period.  Diluted  net  income  (loss)  per share is  computed  by  dividing  the
weighted-average  number of  outstanding  shares of common stock,  including any
potential common shares outstanding during the period, when the potential shares
are dilutive.  Potential common shares consist  primarily of incremental  shares
issuable  upon the assumed  exercise of stock  options and  warrants to purchase
common stock using the treasury  stock method.  The  calculation  of diluted net
income  (loss) per share  gives  effect to common  stock  equivalents;  however,
potential common shares are excluded if their effect is  anti-dilutive,  as they
were  during  2015 and  2014.  During  June 30,  2015 and  2014,  the  number of
potential  common  shares  excluded  from  diluted  weighted-average  number  of
outstanding shares was 0 and 0, respectively.

STOCK-BASED COMPENSATION.

Options  granted  to   consultants,   independent   representatives   and  other
non-employees are accounted for using the fair value method as prescribed by ASC
Topic 718, "Share-Based Payment."

RECENT PRONOUNCEMENTS.

On November  2014, the Financial  Accounting  Standards  Board  ("FASB")  issued
Accounting  Standard Update ("ASU") No.  2014-17--Business  Combinations  (Topic
805):  "Pushdown  Accounting  (a  consensus  of the FASB  Emerging  Issues  Task

                                       44

Force)." The amendments in this ASU provide an acquired entity with an option to
apply pushdown  accounting in its separate financial  statements upon occurrence
of an event in which an acquirer  obtains  control of the acquired  entity.  The
amendments in this ASU are  effective on November 18, 2014.  After the effective
date,  an acquired  entity can make an election to apply the  guidance to future
change-in-control events or to its most recent change-in-control event. However,
if  the  financial   statements   for  the  period  in  which  the  most  recent
change-in-control  event occurred  already have been issued or made available to
be issued,  the  application  of this  guidance  would be a change in accounting
principle.  The  Company  does not  expect  the  adoption  of this ASU to have a
significant impact on its consolidated financial statements.

On  November  2014,  the FASB  issued ASU No.  2014-16--Derivatives  and Hedging
(Topic  815):  "Determining  Whether  the Host  Contract  in a Hybrid  Financial
Instrument  Issued  in the Form of a Share Is More  Akin to Debt or to Equity (a
consensus of the FASB Emerging  Issues Task Force)." The  amendments in this ASU
do not change the current  criteria in GAAP for  determining  when separation of
certain  embedded  derivative  features  in a  hybrid  financial  instrument  is
required.  That is, an entity will  continue to  evaluate  whether the  economic
characteristics  and risks of the  embedded  derivative  feature are clearly and
closely  related to those of the host contract,  among other relevant  criteria.
The amendments  clarify how current GAAP should be interpreted in evaluating the
economic  characteristics  and risks of a host  contract  in a hybrid  financial
instrument  that is  issued in the form of a share.  The  effects  of  initially
adopting  the  amendments  in  this  Update  should  be  applied  on a  modified
retrospective basis to existing hybrid financial  instruments issued in the form
of a share as of the beginning of the fiscal year for which the  amendments  are
effective. Retrospective application is permitted to all relevant prior periods.
The  Company  does not expect  the  adoption  of this ASU to have a  significant
impact on its consolidated financial statements.

In August  2014,  the FASB issued ASU No.  2014-15,  "Presentation  of Financial
Statements - Going Concern." This ASU requires  management of public and private
companies  to evaluate  whether  there is  substantial  doubt about the entity's
ability  to  continue  as a  going  concern  and,  if so,  disclose  that  fact.
Management  will also be  required to evaluate  and  disclose  whether its plans
alleviate  that  doubt.  This ASU  requires  management  to  evaluate,  for each
reporting period,  whether there are conditions or events that raise substantial
doubt about a company's  ability to continue as a going concern  within one year
from the date the financial statements are issued. The new standard is effective
for annual periods  ending after  December 15, 2016, and interim  periods within
annual periods  beginning after December 15, 2016.  Early adoption is permitted.
The  Company  does not expect  the  adoption  of this ASU to have a  significant
impact on its financial statements.

In June 2014, the FASB issued ASU No. 2014-10, "Development Stage Entities". The
amendments  in this update remove the  definition of a development  stage entity
from the Master  Glossary of the ASC thereby  removing the  financial  reporting
distinction between development stage entities and other reporting entities from
U.S.  GAAP.

In addition,  the amendments  eliminate the requirements  for development  stage
entities to:

                                       45

     *    present  inception-to-date  information  in the  statements of income,
          cash flows, and shareholder equity,

     *    label the financial statements as those of a development stage entity,

     *    disclose a description of the  development  stage  activities in which
          the entity is engaged, and

     *    disclose  in the  first  year in  which  the  entity  is no  longer  a
          development  stage  entity  that in  prior  years  it had  been in the
          development stage.

The amendments in this update are applied retrospectively. The early adoption of
ASU 2014-10 is permitted  which removed the development  stage entity  financial
reporting  requirements from the Company.  The Company adopted it as of December
31, 2014.

NOTE 3 - SHORT TERM NOTE

On March 17, 2015,  the Company  entered  into a  promissory  note for a loan of
$25,000  that became due on June 15,  2015.  The loan carries an interest at the
rate of $55 per day. On June 12, 2015, the parties  amended this promissory note
so that the loan was extended and will accrue interest at $55 per day until this
note is paid in full. As of June 30, 2015,  there was $5,833 interest accrued on
the loan.

NOTE 4 - RELATED PARTY TRANSACTIONS

Starting  January,  1 2015 Mr.  Fleming is accruing a Consulting fee of $1,500 a
month until the Company  puts a formal  contract in place.  As of June 30, 2015,
the  Company  paid Mr.  Fleming  $3,666  of this  consulting  fee and there is a
balance of $5,333 in accounts payable.

On March 31, 2015, Mr. Fleming  transferred  $5,743 of various office  equipment
and  supplies to the  Company.  The  Company is carrying  the balance due to Mr.
Fleming under  short-term  liabilities and will reimburse Mr. Fleming during the
current  fiscal year. Mr. Fleming has a balance of $6,950 owed to him under "due
to officers" for the transfer of assets and various out of pocket expenses.

NOTE 5 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  As  discussed  in the notes to the
financial  statements,  the Company has no established  source of revenue.  This
raises  substantial  doubt  about the  Company's  ability to continue as a going
concern. Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern.  The financial statements do not include
any adjustments that might result from this uncertainty.

                                       46

The Company's activities to date have been supported by equity financing. It has
sustained  losses in all  previous  reporting  periods with an inception to date
loss of  $74,448,788 as of June 30, 2015.  Management  continues to seek funding
from its shareholders and other qualified investors to pursue its business plan.
In the  alternative,  the Company  may be  amenable  to a sale,  merger or other
acquisition  in the event such  transaction is deemed by management to be in the
best interests of the shareholders.

NOTE 6 - COMMON STOCK

On April 27,  2015,  the Company  completed a 1 for 3,000  reverse  split of its
issued  and  outstanding  shares  of  common  stock,  taking  the  balance  from
3,013,552,063  to  1,004,517.  As of June 30,  2015,  the  number of issued  and
outstanding  shares of common stock was  1,012,029  (includes  shares issued for
purposes of rounding).

NOTE 7 - LEGAL SERVICES

The Company has entered into an attorney-client contract with Brian F. Faulkner,
A Professional  Law  Corporation,  for corporate and securities law work for the
company.  This  contract,  dated April 3, 2015 (amended and restated on July 13,
2015), is for $100,000, $25,000 of which was accrued as of June 30, 2015.

                                       47

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
TBC Global News Network, Inc.

We have audited the accompanying balance sheets of TBC Global News Network, Inc.
(the "Company") as of December 31, 2014 and 2013, and the related  statements of
operations,  stockholders'  deficit, and cash flows for the years ended December
31, 2014 and 2013. The Company's  management is responsible  for these financial
statements.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Company as of December 31,
2014 and 2013,  and the  results  of its  operations  and its cash flows for the
years ended December 31, 2014 and 2013, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 3 to the  financial
statements,  the  Company  has  suffered  recurring  losses,  has had  recurring
negative cash flows from operations,  and has an accumulated deficit that raises
substantial doubt over its ability to continue as a going concern.  Management's
plans in regard to these  matters are also  described in Note 3, which  includes
the raising of additional  equity  financing or merger with another entity.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/ Anton & Chia
---------------------------------
Newport Beach, CA
August 5, 2015

                                       48

                          TBC GLOBAL NEWS NETWORK, INC.
                                 BALANCE SHEETS



                                                                          December 31, 2014      December 31, 2013
                                                                          -----------------      -----------------
                                                                                           
                                     ASSETS

Current assets:
  Cash                                                                       $         --           $         --
                                                                             ------------           ------------
      Total current assets                                                             --                     --
                                                                             ------------           ------------

      Total assets                                                           $         --           $         --
                                                                             ============           ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Short-term liabilities:
  Accounts payable                                                           $    170,187           $    166,962
  Due to officers                                                                     404                     --
  Loans payable                                                                        --                     --
                                                                             ------------           ------------
      Total short-term liabilities                                                170,591                166,962

Long-term liabilities:
  Accrued litigation costs                                                             --              3,100,291
                                                                             ------------           ------------
     Total long-term liabilities                                                       --              3,100,291

      Total liabilities                                                           170,591              3,267,253

Stockholders' deficit:
  Common stock; $0.001 par value; 5,000,000,000 shares
   authorized, 1,004,517 and 1,004,517 shares issued and
   outstanding as of December 31, 2014 and December 31, 2013 (1)                    1,005                  1,005
  Series B common stock; $0.001 par value; 100,000,000
   shares authorized, no shares issued and outstanding as of
   December 31, 2014 and December 31, 2013                                             --                     --
  Preferred stock; $0.001 par value; 10,000,000 shares
   authorized, no shares issued and outstanding as of December 31, 2014
   and December 31, 2013                                                               --                     --
  Additional paid-in capital                                                   74,203,330             74,203,330
  Accumulated deficit                                                         (74,374,926)           (77,471,588)
                                                                             ------------           ------------
      Total stockholders' deficit                                                (170,591)            (3,267,253)
                                                                             ------------           ------------

      Total liabilities and stockholders' deficit                            $         --           $         --
                                                                             ============           ============


----------
(1)  The number of issued and  outstanding  shares of common stock  reflects the
     amount immediately after a 3,000 to 1 reverse split of the Company's common
     stock that was effective on April 27, 2015 (1,004,517).


    The accompanying notes are an integral part of these financial statements

                                       49

                          TBC GLOBAL NEWS NETWORK, INC.
                            STATEMENTS OF OPERATIONS



                                                     Year Ended              Year Ended
                                                  December 31, 2014       December 31, 2013
                                                  -----------------       -----------------
                                                                    
Revenue:
  Gross sales                                        $       --              $       --
                                                     ----------              ----------

Net sales                                                    --                      --

Costs and expenses:
  General and administrative                              3,629                   7,308
                                                     ----------              ----------

Total costs and expenses                                  3,629                   7,308

Loss from operations                                     (3,629)                 (7,308)

Other income and (expenses):
  Interest expense                                           --                      --
  Debt write-off                                      3,100,291                      --
                                                     ----------              ----------

Total other income and (expenses)                     3,100,291                      --

Net income from continuing operations                 3,096,662                  (7,308)

                                                     ----------              ----------

Net income (loss)                                    $3,096,662              $   (7,308)
                                                     ==========              ==========

Basic earnings (loss) per share                      $     3.08              $    (0.01)
                                                     ==========              ==========
Weighted average number of
 common shares outstanding (1)                        1,004,517               1,004,517
                                                     ==========              ==========

Diluted earnings (loss) per share                    $     3.08              $    (0.01)
                                                     ==========              ==========
Weighted average number of
 common shares outstanding (1)                        1,004,517               1,004,517
                                                     ==========              ==========


----------
(1)  The number of shares of common stock reflects the amount  immediately after
     a 3,000 to 1 reverse split of the Company's common stock that was effective
     on April 27, 2015.


    The accompanying notes are an integral part of these financial statements

                                       50

                          TBC GLOBAL NEWS NETWORK, INC.
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
             FOR YEARS ENDED DECEMBER 31, 2014 AND DECEMBER 31, 2013



                                                                       Additional
                                              Common Stock              Paid-In          Accumulated
                                         Shares (1)      Amount         Capital            Deficit            Total
                                         ----------      ------         -------            -------            -----
                                                                                            
Beginning Balance, January 1, 2013       1,004,517      $  1,005      $ 74,203,330      $(77,464,280)      $ (3,259,945)

Net Loss December 31, 2013                      --            --                --            (7,308)            (7,308)
                                        ----------      --------      ------------      ------------       ------------

Balance, December 31, 2013               1,004,517         1,005        74,203,330       (77,471,588)        (3,267,253)

Net Income from December 31, 2014               --            --                --         3,096,662          3,096,662
                                        ----------      --------      ------------      ------------       ------------

Balance, December 31, 2014               1,004,517      $  1,005      $ 74,203,330      $(74,374,926)      $   (170,591)
                                        ==========      ========      ============      ============       ============


----------
(1)  The number of shares of common stock reflects the amount  immediately after
     a 3,000 to 1 reverse split of the Company's common stock that was effective
     on April 27, 2015.


    The accompanying notes are an integral part of these financial statements

                                       51

                          TBC GLOBAL NEWS NETWORK, INC.
                            STATEMENTS OF CASH FLOWS



                                                             Year Ended              Year Ended
                                                          December 31, 2014       December 31, 2013
                                                          -----------------       -----------------
                                                                            
Cash flows from operating activities:
  Net income (loss)                                          $3,096,662              $   (7,308)
  Adjustments to reconcile net income to net cash:
    Gain on extinguishment of debt                            3,100,291                      --
  Change in current assets and liabilities:
    Change in due to officers                                       404                      --
    Change in accounts payable                                    3,225                   7,308
                                                             ----------              ----------
          Net cash provided by operating activities                  --                      --

Net increase (decrease) in cash                                      --                      --

Cash at beginning of period                                          --                      --
                                                             ----------              ----------

Cash at end of period                                        $       --              $       --
                                                             ==========              ==========
Supplemental disclosures of cash flow:
  Interest paid                                              $       --              $       --
                                                             ==========              ==========

  Taxes paid                                                 $       --              $       --
                                                             ==========              ==========



    The accompanying notes are an integral part of these financial statements

                                       52

                          TBC GLOBAL NEWS NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                    (AUDITED)


NOTE 1 - NATURE OF BUSINESS

The accompanying audited financial statements of TBC Global News Network,  Inc.,
a  Nevada  corporation  ("Company"),  have  been  prepared  in  accordance  with
Securities and Exchange  Commission  ("SEC")  requirements for audited financial
statements.  The financial  statements include the accounts of the Company.  The
financial  statements  have been  prepared  in  accordance  with U.S.  generally
accepted accounting principles ("GAAP").  All common stock share numbers reflect
the 1 for 10,000 reverse split of the Company's  common stock effective on April
9,  2009,  and the 1 for  3,000  reverse  split of the  Company's  common  stock
effective on April 27, 2015.

In November 2008, the Company halted its previous operations of providing online
movie  rentals  (also  referred  to  as a  "DVD")  and  video  game  rentals  to
subscribers through its Internet website, gameznflix.com.

On May 7, 2009,  the Company  filed a  Certificate  of  Amendment to Articles of
Incorporation  with the Nevada  Secretary of State.  This amendment  changed the
name of the Company to TBC Global News Network,  Inc. This corporate  action had
previously been approved by consent of a majority of the  outstanding  shares of
common stock of the Company. As of July 30, 2009, the new trading symbol for the
Company is "TGLN."

During the first  quarter of 2010,  the Company  ceased its prior  operations of
producing video news, business profiles, and television advertisements.

On March 19, 2010,  the Company  entered into a Purchase and Sale Agreement with
Sterling Yacht Sales,  Inc., and it  stockholders,  Glenn W. McMachen,  Sr., and
Arlene  McMachen.   However,  since  the  buyers  breached  this  agreement  the
transaction was rescinded, and therefore no consolidation is required.

From August 2010 until August 2014,  the Company did not operate.  Upon assuming
the  positions  as a director  and  officer of the Company in August  2014,  Mr.
Fleming  commenced  operations  of the Company as a consultant  and also seeking
opportunities for the Company.

On August 15, 2014, Mr.  McMachen,  the Company's  sole board member,  and chief
executive officer,  president, and secretary/treasurer of the Company, appointed
John Fleming as a new member of the Company's  board of directors.  Mr. McMachen
then  resigned  from  all  positions  with the  Company.  Mr.  Fleming  was then
appointed    as   the    Company's    executive    officer,    president,    and
secretary/treasurer.  Mr. Fleming will serve in these  positions  until the next
annual meeting of  stockholders  or until their  successors are duly elected and
have qualified.

                                       53

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

The summary of  significant  accounting  policies of the Company is presented to
assist in  understanding  the  Company's  financial  statements.  The  financial
statements and notes are representations of the Company's  management,  which is
responsible  for their  integrity and  objectivity.  These  accounting  policies
conform to GAAP and have been  consistently  applied in the  preparation  of the
financial statements.

USE OF ESTIMATES.

The  preparation  of  financial  statements  in  conformity  with GAAP  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 revenue and
expenses during the reporting period.  Because of the use of estimates  inherent
in the financial  reporting process,  actual results could differ  significantly
from those estimates.

CASH AND CASH EQUIVALENTS.

The Company  maintains  cash  balances  in  non-interest-bearing  accounts  that
currently  do not  exceed  federally  insured  limits.  For the  purpose  of the
statements  of cash  flows,  all  highly  liquid  investments  with an  original
maturity of three months or less are  considered to be cash  equivalents.  There
were no cash equivalents as of December 31, 2014.

INCOME TAXES.

The Company  accounts  for income  taxes using the asset and  liability  method.
Deferred  income taxes are  recognized by applying  enacted  statutory tax rates
applicable  to future  years to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases and operating  loss and tax credit  carryforwards.  The effect on deferred
tax assets and  liabilities  of a change in tax rates is recognized in income in
the period that includes the enactment  date.  The  measurement  of deferred tax
assets is reduced,  if necessary,  by a valuation allowance for any tax benefits
for which future realization is uncertain.

At December 31, 2014 and December  31, 2013 the Company has net  operating  loss
carry-forwards totaling approximately  $74,375,351 and 77,472,013  respectively.
The  carry-forwards  begin to  expire in  fiscal  year  2034.  The  Company  has
established a valuation allowance for the full tax benefit of the operating loss
carry-forwards  due  to  the  uncertainty  regarding  realization.  Pursuant  to
Sections  382 and 383 of the  Internal  Revenue  Code,  annual use of any of the
Company's  net  operation  loss and  credit  carry  forwards  may be  limited if
cumulative  changes in  ownership  of more than 50% occur  during any three year
period.

                                       54

IMPAIRMENT OF LONG-LIVED ASSETS.

In  accordance  with  Accounting  Standards   Codification  ("ASC")  Topic  360,
"Accounting  for the  Impairment or Disposal of Long-Lived  Assets,"  long-lived
assets  such  as  property  and  equipment  and  intangible  assets  subject  to
amortization,  are  reviewed  for  impairment  whenever  events  or  changes  in
circumstances  indicate  that the  carrying  amount of an asset group may not be
recoverable.  Recoverability of assets groups to be held and used is measured by
a comparison of the carrying amount of an asset group to estimated  undiscounted
future cash flows  expected to be generated by the asset group.  If the carrying
amount of an asset group exceeds its estimated  future cash flows, an impairment
charge is  recognized  by the  amount by which the  carrying  amount of an asset
group exceeds fair value of the asset group.

NET INCOME (LOSS) PER SHARE.

Basic net income  (loss) per share is computed by dividing net income  (loss) by
the  weighted-average  number of  outstanding  shares of common stock during the
period.  Diluted  net  income  (loss)  per share is  computed  by  dividing  the
weighted-average  number of  outstanding  shares of common stock,  including any
potential common shares outstanding during the period, when the potential shares
are dilutive.  Potential common shares consist  primarily of incremental  shares
issuable  upon the assumed  exercise of stock  options and  warrants to purchase
common stock using the treasury  stock method.  The  calculation  of diluted net
income  (loss) per share  gives  effect to common  stock  equivalents;  however,
potential common shares are excluded if their effect is  anti-dilutive,  as they
were  during 2014 and 2013.  During  December  31, 2014 and 2013,  the number of
potential  common  shares  excluded  from  diluted  weighted-average  number  of
outstanding shares was 0 and 0, respectively.

STOCK-BASED COMPENSATION.

Options  granted  to   consultants,   independent   representatives   and  other
non-employees are accounted for using the fair value method as prescribed by ASC
Topic 718, "Share-Based Payment."

RECENT PRONOUNCEMENTS.

On November  2014, the Financial  Accounting  Standards  Board  ("FASB")  issued
Accounting  Standard Update ("ASU") No.  2014-17--Business  Combinations  (Topic
805):  "Pushdown  Accounting  (a  consensus  of the FASB  Emerging  Issues  Task
Force)." The amendments in this ASU provide an acquired entity with an option to
apply pushdown  accounting in its separate financial  statements upon occurrence
of an event in which an acquirer  obtains  control of the acquired  entity.  The
amendments in this ASU are  effective on November 18, 2014.  After the effective
date,  an acquired  entity can make an election to apply the  guidance to future
change-in-control events or to its most recent change-in-control event. However,
if  the  financial   statements   for  the  period  in  which  the  most  recent
change-in-control  event occurred  already have been issued or made available to

                                       55

be issued,  the  application  of this  guidance  would be a change in accounting
principle.  The  Company  does not  expect  the  adoption  of this ASU to have a
significant impact on its financial statements.

On  November  2014,  the FASB  issued ASU No.  2014-16--Derivatives  and Hedging
(Topic  815):  "Determining  Whether  the Host  Contract  in a Hybrid  Financial
Instrument  Issued  in the Form of a Share Is More  Akin to Debt or to Equity (a
consensus of the FASB Emerging  Issues Task Force)." The  amendments in this ASU
do not change the current  criteria in GAAP for  determining  when separation of
certain  embedded  derivative  features  in a  hybrid  financial  instrument  is
required.  That is, an entity will  continue to  evaluate  whether the  economic
characteristics  and risks of the  embedded  derivative  feature are clearly and
closely  related to those of the host contract,  among other relevant  criteria.
The amendments  clarify how current GAAP should be interpreted in evaluating the
economic  characteristics  and risks of a host  contract  in a hybrid  financial
instrument  that is  issued in the form of a share.  The  effects  of  initially
adopting  the  amendments  in  this  Update  should  be  applied  on a  modified
retrospective basis to existing hybrid financial  instruments issued in the form
of a share as of the beginning of the fiscal year for which the  amendments  are
effective. Retrospective application is permitted to all relevant prior periods.
The  Company  does not expect  the  adoption  of this ASU to have a  significant
impact on its financial statements.

In August  2014,  the FASB issued ASU No.  2014-15,  "Presentation  of Financial
Statements - Going Concern." This ASU requires  management of public and private
companies  to evaluate  whether  there is  substantial  doubt about the entity's
ability  to  continue  as a  going  concern  and,  if so,  disclose  that  fact.
Management  will also be  required to evaluate  and  disclose  whether its plans
alleviate  that  doubt.  This ASU  requires  management  to  evaluate,  for each
reporting period,  whether there are conditions or events that raise substantial
doubt about a company's  ability to continue as a going concern  within one year
from the date the financial statements are issued. The new standard is effective
for annual periods  ending after  December 15, 2016, and interim  periods within
annual periods  beginning after December 15, 2016.  Early adoption is permitted.
The  Company  does not expect  the  adoption  of this ASU to have a  significant
impact on its financial statements.

In June 2014, the FASB issued ASU No. 2014-10, "Development Stage Entities". The
amendments  in this update remove the  definition of a development  stage entity
from the Master  Glossary of the ASC thereby  removing the  financial  reporting
distinction between development stage entities and other reporting entities from
U.S.  GAAP.

In addition,  the amendments  eliminate the requirements  for development  stage
entities to:

     *    present  inception-to-date  information  in the  statements of income,
          cash flows, and shareholder equity,

     *    label the financial statements as those of a development stage entity,

     *    disclose a description of the  development  stage  activities in which
          the entity is engaged, and

                                       56

     *    disclose  in the  first  year in  which  the  entity  is no  longer  a
          development  stage  entity  that in  prior  years  it had  been in the
          development stage.

The amendments in this update are applied retrospectively. The early adoption of
ASU 2014-10 is permitted  which removed the development  stage entity  financial
reporting  requirements from the Company.  The Company adopted it as of December
31, 2014.

NOTE 3 - GOING CONCERN

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  The Company  has  sustained  losses in all
previous  reporting  periods,  with an inception to date loss of $74,374,926 and
$77,471,588  as of December 31, 2014 and December  31, 2013,  respectively.  The
Company has also suffered  recurring losses and has had recurring  negative cash
flows from operations. This raises substantial doubt about the Company's ability
to continue as a going concern.  Without  realization of additional  capital, it
would be unlikely for the Company to continue as a going concern.  The financial
statements  do  not  include  any  adjustments   that  might  result  from  this
uncertainty.

The  Company's  activities  to date have  been  supported  by equity  financing.
Management  continues to seek funding from its  shareholders and other qualified
investors to pursue its business  plan. In the  alternative,  the Company may be
amenable to a sale, merger or other acquisition in the event such transaction is
deemed by management to be in the best interests of the shareholders.

NOTE 4 - SUBSEQUENT EVENTS

Starting  January,  1 2015 Mr.  Fleming is accruing a consulting fee of $1,500 a
month until the Company puts a formal contact in place. As of June 30, 2015, the
Company paid Mr. Fleming $3,666 of this consulting fee and there is a balance of
$5,333 in accounts payable.

On March 17, 2015,  the Company  entered into a loan for $25,000 that became due
on June 15,  2015.  The loan  carries an interest at the rate of $55.55 per day.
The Company was granted a 30-day extension on the loan as of June 5, 2015 at the
same rate of interest.  At June 30, 2015,  there was $5,833 interest  accrued on
the loan.

On March 31, 2015, Mr. Fleming  transferred  $5,743 of various office  equipment
and  supplies to the  Company.  The  Company is carrying  the balance due to Mr.
Fleming under  short-term  liabilities and will reimburse Mr. Fleming during the
current  fiscal year. Mr. Fleming has a balance of $6,950 owed to him under "due
to officers" for the transfer of assets and various out of pocket expenses.

On April 27,  2015,  the  Company  completed  a 3,000 to 1 reverse  split of its
issued  and  outstanding  shares  of  common  stock,  taking  the  balance  from
3,013,552,063  to  1,004,517.  As of June 30,  2015,  the  number of issued  and
outstanding  shares of common stock was  1,012,029  (includes  shares issued for
purposes of rounding).

                                       57

                                   SIGNATURES

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the Company has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        TBC GLOBAL NEWS NETWORK, INC.


Dated: August 5, 2015                   By: /s/ John Fleming
                                           -------------------------------------
                                           John Fleming, President

                            SPECIAL POWER OF ATTORNEY

     The  undersigned  constitute and appoint John Fleming their true and lawful
attorney-in-fact  and agent with full power of substitution,  for him and in his
name,  place,  and  stead,  in any  and  all  capacities,  to  sign  any and all
amendments,  including post-effective  amendments,  to this Form 10 registration
statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange Commission, granting
such  attorney-in-fact  the full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents  and  purposes as he might or could do in
person,  hereby  ratifying and  confirming  all that such  attorney-in-fact  may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
registration  statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated:

     Signature                         Title                          Date
     ---------                         -----                          ----


/s/ John Fleming            President/Chief Executive Officer/    August 5, 2015
-------------------------   Secretary/Treasurer/Director
John Fleming

                                       58

                                  EXHIBIT INDEX

Number                             Description
------                             -----------

2.1      Agreement and Plan of Merger between the Company and Syconet.com, Inc.,
         a Delaware corporation, dated December 1, 2001 (filed herewith).

2.2      Purchase and Sale Agreement  between the Company,  on the one hand, and
         Sterling  Yacht  Sales,  Inc.,  Glenn  W.  McMachen,  Sr.,  and  Arlene
         McMachen, on the other hand, dated March 19, 2010 (filed herewith).

3.1      Articles of Incorporation, dated December 19, 2001 (filed herewith).

3.2      Certificate of Amendment to Articles of  Incorporation,  dated November
         21, 2002 (filed herewith)

3.3      Certificate of Amendment to Articles of  Incorporation,  dated March 5,
         2003 (filed herewith).

3.4      Certificate of Amendment to Articles of  Incorporation,  dated July 11,
         2003 (filed herewith).

3.5      Certificate  of Amendment to Articles of  Incorporation,  dated January
         26, 2004 (filed herewith).

3.6      Certificate of Amendment to Articles of  Incorporation,  dated December
         16, 2004 (filed herewith).

3.7      Certificate of Amendment to Articles of  Incorporation,  dated July 19,
         2005 (filed herewith).

3.8      Certificate of Amendment to Articles of Incorporation,  dated March 21,
         2006 (filed herewith).

3.9      Certificate of Amendment to Articles of  Incorporation,  dated December
         10, 2007 (filed herewith).

3.10     Certificate  of  Amendment to Articles of  Incorporation,  dated May 7,
         2009 (filed herewith).

3.11     Bylaws (filed herewith).

10.1     Promissory Note issued by the Company to Peter Lambert, dated March 17,
         2015 (filed herewith).

10.2     First  Amendment  to  Promissory  Note  issued by the  Company to Peter
         Lambert, dated June 12, 2015 (filed herewith).

EX-2.1

                                                                     Exhibit 2.1

                          AGREEMENT AND PLAN OF MERGER
                                 BY AND BETWEEN
                           SYCONET.COM, INC. (NEVADA)
                                       AND
                          SYCONET.COM, INC. (DELAWARE)

     This Agreement and Plan of Merger ("Agreement")  between Syconet.com,  Inc.
("Syconet Nevada" or "Surviving  Corporation") and Syconet.com,  Inc.  ("Syconet
Delaware"),  the two corporations acting by their respective boards of directors
and sometimes  collectively  referred to as the "Constituent  Corporations,"  is
entered into this 1st day of December,  2001 in Santa Ana, California,  and will
have an  effective  date,  if  approved  as set forth in  Article  I,  Section 1
hereafter, of January 15, 2002 ("Effective Date").

     WHEREAS,  Syconet.com Nevada is a corporation  organized and existing under
the laws of the State of Nevada,  having been incorporated on December 19, 2001,
with its principal  business office to be located at 5020 Campus Drive,  Newport
Beach, CA 92660;

     WHEREAS, the authorized capital stock of Syconet.com Nevada is Five Hundred
Million (500,000,000) shares of common stock, par value of One Tenth of One Cent
($0.001) per share, none of which have been issued;

     WHEREAS,  Nevada Revised Statutes  92A.190 confers upon Syconet.com  Nevada
the power to merge  with a foreign  corporation,  and  Nevada  Revised  Statutes
92A.250 confers upon Syconet.com  Group Nevada the right to issue its own shares
in exchange for shares of any corporation to be merged into Syconet.com Nevada;

     WHEREAS, Syconet.com Delaware is a corporation organized and existing under
the laws of the State of Delaware,  having been originally  incorporated on June
30, 1997.

     WHEREAS,  the authorized capital stock of Syconet.com  Delaware consists of
Eighty Five Million  (85,000,000)  shares of common stock,  par value of $0.0001
per share,  of which Forty Six Million,  Seven  Hundred and  Eighteen  Thousand,
Eight  Hundred  and Forty Eight  (46,718,848)  shares are  presently  issued and
outstanding, and One Million (1,000,000) shares of preferred stock, par value of
..0001 per  share,  of which no shares  are  presently  issued  and  outstanding.
Section 252 of the Delaware Statutes  provides that a foreign  corporation and a
domestic  corporation  may be  merged  and the  foreign  corporation  can be the
surviving entity.

     WHEREAS,  the  respective  boards of  directors of  Syconet.com  Nevada and
Syconet.com  Delaware  deem  it  desirable  and in  the  best  interests  of the
corporations  and  their  stockholders  that the  corporations  enter  into this
Agreement and merge  pursuant to the terms and conditions  contained  herein and
for the sole purpose of redomiciling  the corporation  into the State of Nevada;
and

     WHEREAS,  in order to consummate  this merger and in  consideration  of the
mutual  benefits  to be derived  and the  mutual  agreements  contained  herein,
Syconet.com  Group  Nevada  and  Syconet.com  Delaware  approve  and adopt  this
Agreement.

     NOW,  THEREFORE,  in consideration  of the promises and mutual  agreements,
provisions  and  covenants  herein  contained,  it is agreed by and  between the
parties  that,  in  accordance  with the  provisions of the laws of the State of
Nevada,  Syconet.com Nevada and Syconet.com  Delaware shall be, and they are, as
of the merger date (as defined in Article I, Section 2 hereafter)  merged into a
single surviving  corporation,  which shall be and is Syconet.com Nevada, one of
the Constituent  Corporations,  which shall continue its corporate existence and
remain a Nevada corporation governed by the laws of that state, all on the terms
and conditions set forth as follows:

                                    ARTICLE I
                                     MERGER

1. SHAREHOLDER APPROVAL.

     Within  thirty  (30) days from the date of this  Agreement,  or such longer
period as the parties hereto shall agree upon in writing,  this Agreement  shall
be submitted for approval and adoption,  pursuant to and in accordance  with the
applicable  provisions  of the laws of the  State  of  Nevada  and the  State of
Delaware,  to the  holders  of common  stock of  Syconet.com  Nevada  and to the
holders of common  shares of  Syconet.com  Delaware  at duly held  shareholders'
meetings or by unanimous  written consent.  This Agreement shall be approved and
adopted upon receiving the affirmative  vote of the holders of a majority of the
common stock of Syconet.com  Nevada  outstanding on the record date  established
for determining the holders of Syconet.com  Nevada common stock entitled to vote
at such Syconet.com Nevada shareholders'  meeting, and the affirmative vote of a
majority of the common shares of Syconet.com  Delaware outstanding on the record
date  established  for determining the holders of common shares entitled to vote
at such Syconet.com Delaware  shareholders'  meeting. If this Agreement shall be
so approved and  adopted,  Syconet.com  Nevada and  Syconet.com  Delaware  shall
immediately  proceed to  effectuate  the  merger of  Syconet.com  Delaware  into
Syconet.com  Nevada. If this Agreement shall not be so approved and adopted,  it
shall,  without any further action by the parties,  other than  certification to
the other Constituent Corporation of the results of the vote by the Secretary or
Clerk,  as the case may be, of the Constituent  Corporation the  shareholders of
which  shall not have  approved  or adopted  this  Plan,  be  cancelled  without
liability from either party to the other.

2. FILINGS AFTER SHAREHOLDER APPROVAL.

     Under Section 252 of the Delaware Statutes, Syconet.com Delaware will cease
to exist and  Syconet.com  Nevada  will  possess  all the  powers  and  property
formerly  possessed by  Syconet.com  Delaware upon approval of this Agreement by
its  shareholders,  and the  filing  with the  Delaware  Secretary  of State the
following (A) an agreement that Syconet.com,  Inc. may be served with process in
Delaware, in any proceeding for enforcement of any obligation of any constituent

                                       2

corporation  of Delaware,  as well as for  enforcement  of any obligation of the
surviving or  resulting  corporation  arising from the merger or  consolidation,
including any suit or other proceedings  pursuant to section 262 of the Delaware
Statutes,  and shall irrevocably  appoint the Secretary of State as its agent to
accept  service  of  process  in any such  suit or other  proceedings  and shall
specify  the  address  to which a copy of such  process  shall be  mailed by the
Secretary of State.  Under Section 251 of the Delaware  Statutes,  the effective
date of the  merger is the date on which the  merger  becomes  effective  in the
State of Nevada.

     As soon as practicable after the approval of the merger by the shareholders
of  Syconet.com  Nevada  has  been  obtained  and all  other  conditions  to the
obligations of the parties to this agreement to the effect the merger shall have
been  satisfied  or  waived,  Syconet.com  Nevada  shall  file  with the  Nevada
Secretary  of State a duly  executed  Articles of Merger,  as required by Nevada
Revised  Statutes  92A.200,  and take such  other and  future  actions as may be
required by Nevada law to make the merger  effective.  The merger of Syconet.com
Delaware into  Syconet.com  Nevada shall become effective upon the filing of the
Articles of Merger with the Nevada Secretary of State ("Merger Date").

3. EFFECT OF MERGER.

     Syconet.com  Nevada shall  succeed to,  without other  transfer,  and shall
possess and enjoy all rights,  privileges,  powers and  franchises  as well of a
public as of a private nature, and be subject to all restrictions,  disabilities
and duties of each of two Constituent  Corporations,  and all and singular,  the
rights,  privileges,  powers and  franchises  of each of  corporations,  and all
property,  real,  personal  and  mixed,  and all debts to either of  Constituent
Corporations on whatever account,  as well for stock  subscriptions as all other
things in action or belonging to each of the corporations shall be vested in the
Surviving  Corporation;  and  all  property,  rights,  privileges,   powers  and
franchises, and all and every other interest shall be as effectually property of
the Surviving  Corporation as they were of Constituent  Corporations,  provided,
that  all  rights  of  creditors  and  all  liens  on any  property  of  each of
Constituent  Corporations  shall be  preserved  unimpaired,  limited to property
affected by the liens at time of merger,  and all debts,  liabilities and duties
of Constituent  Corporations shall attach to the Surviving Corporation,  and may
be enforced  against it to the same extent as if debts,  liabilities  and duties
had been incurred or contracted by it. If at any time the Surviving  Corporation
shall deem or be advised that any further  assignments  or  assurances in law or
things are necessary or desirable to vest,  or to perfect or confirm,  of record
or otherwise, in the Surviving Corporation the title to any property acquired or
to be  acquired  by  reason of or as a result  of  merger  provided  for by this
agreement,  proper  officers and directors of each of  Constituent  Corporations
shall execute and deliver all proper deeds,  assignments  and  assurances in law
and do all things  necessary  or proper to vest,  perfect  or  confirm  title to
property in the Surviving  Corporation and otherwise to carry out the purpose of
this Agreement.

                                       3

                                   ARTICLE II
                     NAME AND CONTINUED CORPORATE EXISTENCE
                            OF SURVIVING CORPORATION

     The corporate name of Syconet.com Nevada, the Constituent Corporation whose
corporate  existence is to survive this merger and  continue  thereafter  as the
Surviving Corporation, and its identity,  existence,  purposes, powers, objects,
franchises,  rights and immunities  shall continue  unaffected and unimpaired by
the merger, and the corporate identity,  existence,  purposes,  powers, objects,
franchises, rights and immunities of Syconet.com Delaware shall be wholly merged
into Syconet.com Nevada.  Accordingly, on the Merger Date the separate existence
of Syconet.com Delaware, except insofar as continued by statute, shall cease.

                                   ARTICLE III
                                  GOVERNING LAW
                          CERTIFICATE OF INCORPORATION

     As  stated,  the  laws of  State  of  Nevada  shall  govern  the  Surviving
Corporation.  From and after the Merger Date, the Articles of  Incorporation  of
Syconet.com  Nevada  attached as  Appendix A (which  Appendix A  represents  the
certificate of  incorporation  of Syconet.com  Nevada filed in the office of the
Secretary of State of the State of Nevada on April 12, 2002) shall be and become
the certificate of  incorporation of the Surviving  Corporation.  In addition to
the powers  conferred upon it by law, the Surviving  Corporation  shall have the
powers set forth in  Appendix A and be governed  by those  provisions.  From and
after the Merger Date, and until further amended as provided by law,  Appendix A
may be certified,  separate and apart from this agreement, as the certificate of
incorporation of the Surviving Corporation.

                                   ARTICLE IV
                         BYLAWS OF SURVIVING CORPORATION

     From and after the Merger Date the  present  bylaws of  Syconet.com  Nevada
shall be and become the bylaws of the Surviving  Corporation until they shall be
altered,  amended  or  repealed,  or  until  new  bylaws  shall be  adopted,  in
accordance  with the  provisions  of law,  the  bylaws  and the  certificate  of
incorporation of the Surviving Corporation.

                                    ARTICLE V
                             DIRECTORS AND OFFICERS

1. DIRECTORS.

     The number of directors of the Surviving Corporation, who shall hold office
until their  successors have been duly elected and shall have  qualified,  or as
otherwise  provided in the certificate of incorporation of Syconet.com Nevada or
its bylaws, shall be three (4) until changed by action of the Board of Directors
of the Surviving Corporation pursuant to its bylaws; and the respective names of
the first directors of the Surviving Corporation are as follows:

                                       4

Gary Borglund
Richard Nuthmann

If, on or after the Merger  Date,  a vacancy  shall for any reason  exist in the
Board of Directors of the Surviving  Corporation,  or in any of the offices, the
vacancy  shall  be  filled  in  the  manner   provided  in  the  certificate  of
incorporation of Syconet.com Nevada or in its bylaws.

2. ANNUAL MEETING.

     The first annual meeting of the  shareholders of the Surviving  Corporation
after the  Merger  Date shall be the annual  meeting  provided  by the bylaws of
Syconet.com Nevada for the year 2001.

3. OFFICERS.

     The first  officers  of the  Surviving  Corporation,  who shall hold office
until their  successors have been elected or appointed and shall have qualified,
or as otherwise provided in its bylaws, are as follows:

Gary Borglund, President
Richard Nuthmann, Secretary
Gary Borglund, Treasurer

                                   ARTICLE VI
                     CAPITAL STOCK OF SURVIVING CORPORATION

     The capitalization of the Surviving  Corporation upon the Merger Date shall
be as set forth in the certificate of incorporation of Syconet.com Nevada.

                                   ARTICLE VII
                         CONVERSION OF SHARES ON MERGER

     Each of the shares of common  stock,  par value of One Tenth Cent  ($0.001)
per share, of Syconet.com  Delaware outstanding on the Merger Date ("Syconet.com
Delaware  Stock"),  and all rights shall upon the Merger Date be converted  into
one share of common stock, par value One Tenth of One Cent ($0.001) per share of
Syconet.com Nevada  ("Syconet.com  Nevada Stock").  At any time and from time to
time  after the  Merger  Date,  each  holder of an  outstanding  certificate  or
certificates   representing  shares  of  Syconet.com  Delaware  Stock  shall  be
entitled, upon the surrender of the certificate or certificates at the office of
an  transfer  agent of  Syconet.com  Nevada  to be  designated  by the  Board of
Directors  of  Syconet.com  Nevada to  receive  in  exchange  a  certificate  or
certificates  representing the number of shares of Syconet.com Nevada Stock into
which the shares of Syconet.com Delaware Stock represented by the certificate or
certificates surrendered shall have been converted. No dividend shall be paid by
Syconet.com  Nevada to the  holders of  outstanding  certificates  expressed  to
represent shares of Syconet.com Delaware Stock, but, upon surrender and exchange
as  provided,  there shall be paid to the record  holder of the  certificate  or

                                       5

certificates for Syconet.com  Nevada Stock issued in exchange therefor an amount
with  respect  to each  such  share of  Syconet.com  Nevada  Stock  equal to all
dividends  which shall have been paid or become  payable to holders of record of
Syconet.com Nevada Stock between the Merger Date and the date of exchange.

                                  ARTICLE VIII
                             ASSETS AND LIABILITIES

     On the Merger Date, all property,  real,  personal and mixed, and all debts
due to either of the Constituent  Corporations on whatever account,  as well for
stock  subscriptions  as all other  choses in  action,  and all and every  other
interest of or belonging to either of Constituent Corporations shall be taken by
and deemed to be transferred to and vested in the Surviving  Corporation without
further  act or deed;  and all  property  and every other  interest  shall be as
effectually  the  property  of  the  Surviving  Corporation  as it  was  of  the
respective  Constituent  Corporations,  and the title to any real  estate or any
interest,  whether  vested by deed or  otherwise,  in either of the  Constituent
Corporations shall not revert or be in any way impaired by reason of the merger;
provided,  however, that all rights of creditors and all liens upon the property
of either of the Constituent Corporations shall be preserved unimpaired, and all
debts,  liabilities,  obligations  and  duties  of  the  respective  Constituent
Corporations  shall  attach to the  Surviving  Corporation,  and may be enforced
against it to the same  extent as if the  debts,  liabilities,  obligations  and
duties had been incurred or  contracted by it. Any action or proceeding  pending
by or  against  either of the  Constituent  Corporations  may be  prosecuted  to
judgment as if the merger had not taken place, or the Surviving  Corporation may
be submitted  in place of either of the  Constituent  Corporations.  The parties
respectively  agree  that from time to time,  when  requested  by the  Surviving
Corporation  or by its  successors or assigns,  they will execute and deliver or
cause to be executed and delivered all deeds and  instruments,  and will take or
cause to be taken all further or other action, as the Surviving  Corporation may
deem  necessary or  desirable  in order to vest in and confirm to the  Surviving
Corporation  or its  successors  or assigns  title to and  possession of all the
property  and rights and  otherwise  carry out the intent and  purposes  of this
Agreement.

                                   ARTICLE IX
                 CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS

     Prior to the Merger Date Syconet.com Delaware shall conduct its business in
its usual and ordinary  manner,  and shall not enter into any transaction  other
than in the  usual and  ordinary  course of such  business  except as  provided.
Without  limiting the generality of the above,  Syconet.com  Delaware shall not,
except  as  otherwise  consented  to in  writing  by  Syconet.com  Nevada  or as
otherwise provided in this agreement:

1.  Issue  or sell  any  shares  of its  capital  stock  in  addition  to  those
outstanding  on this date,  except shares  issued  pursuant to rights or options
outstanding at that date;

2. Issue  rights to  subscribe to or options to purchase any shares of its stock
in addition to those outstanding on this date;

                                       6

3. Amend its certificate of incorporation or its bylaws;

4. Issue or contract to issue funded debt;

5.  Declare  or pay any  dividend  or make any other  distribution  upon or with
respect to its capital stock.

6. Repurchase any of its outstanding stock or by any other means transfer any of
its funds to its  shareholders  either  selectively  or rateably,  in return for
value or otherwise,  except as salary or other  compensation  in the ordinary or
normal course of business;

7. Undertake or incur any obligations or liabilities except current  obligations
or liabilities in the ordinary course of business and except for liabilities for
fees and expenses in connection  with the  negotiation  and  consummation of the
merger in amounts to be determined after the Merger Date;

8.  Mortgage,  pledge,  subject to lien or otherwise  encumber any realty or any
tangible or intangible personal property;

9. Sell,  assign or otherwise  transfer any tangible assets of whatever kind, or
cancel any claims, except in the ordinary course of business;

10. Sell,  assign,  or otherwise  transfer any trademark,  trade name, patent or
other intangible asset;

11. Default in performance of any material provision of any material contract or
other obligation;

12. Waive any right of any substantial value; or

13.  Purchase  or  otherwise  acquire  any  equity or debt  security  of another
corporation except to realize on an otherwise worthless debt.

                                    ARTICLE X
                   WARRANTIES OF THE CONSTITUENT CORPORATIONS

1. Representations and Warranties of Syconet.com Delaware.

     Syconet.com  Delaware  covenants,  represents  and warrants to  Syconet.com
Nevada that:

a. It is on the date of this  Agreement,  and will be on the Merger Date,  (a) a
corporation  duly  organized and existing and in good standing under the laws of
the  jurisdiction  of the  State of  Delaware  (b)  duly  authorized  under  its
articles, and under applicable laws, to engage in the business carried on by it,
and (c) it is fully qualified to do business in the State of Delaware;

                                       7

b. All  federal,  state and local tax  returns  required to be filed by it on or
before the Merger Date will have been filed,  and all taxes shown to be required
to be paid on or before the Merger Date will have been paid;

c. It will use its best efforts to collect the accounts  receivable  owned by it
on or prior to the Merger Date and will follow its past  practices in connection
with the extension of any credit prior to the Merger Date;

d. All fixed  assets  owned by it and  employed in its business are of the type,
kind and  condition  appropriate  for its  business  and will be operated in the
ordinary course of business until the Merger Date;

e. All  leases  now held by it are now and  will be on the  Merger  Date in good
standing and not voidable or void by reason of any default whatsoever;

f. During the period between  December 1, 2001, and the date of this  Agreement,
except as  disclosed  in writing  to  Syconet.com  Nevada,  it has not taken any
action,  or suffered any  conditions  to exist,  to any material or  substantial
extent in the aggregate,  which it has agreed in Article IX or this Article X of
this  Agreement not to take or to permit to exist during the period  between the
date of this agreement and the Merger Date;

g. It has not been  represented by any broker in connection with the transaction
contemplated, except as it has advised Syconet.com Nevada in writing; and

h. Its Board of Directors has, subject to the  authorization and approval of its
stockholders,  authorized  and  approved  the  execution  and  delivery  of this
Agreement,  and  the  performance  of  the  transactions  contemplated  by  this
Agreement.

i.  Syconet.com  Delaware,  in addition to other action which is has covenanted,
represented, and warranted to Syconet.com Nevada that it shall take, shall also:

     (1) Use its best efforts to preserve its business  organization  intact, to
     keep available to Syconet.com  Nevada the present officers and employees of
     Syconet.com   Delaware,   and  to  preserve  for  Syconet.com   Nevada  the
     relationships  of  Syconet.com  Delaware  with  suppliers and customers and
     others having business relations with Syconet.com Delaware; and

     (2) Not increase the compensation,  wages, or other benefits payable to its
     officers or employees,  other than  increases that  Syconet.com  Nevada has
     approved in writing.

2. Representations and Warranties of Syconet.com Nevada.

     Syconet.com  Nevada  covenants,  represents  and  warrants  to  Syconet.com
Delaware  that:

                                       8

a.  Syconet.com  Nevada is a corporation duly organized and existing and in good
standing  under the laws of the State of Nevada and has the  corporate  power to
own its properties and to carry on its business as now being conducted; and

b. Its Board of Directors has, subject to the  authorization and approval of its
stockholders,  authorized  and  approved  the  execution  and  delivery  of this
Agreement,  and  the  performance  of  the  transactions  contemplated  by  this
Agreement.

                                   ARTICLE XI
                             CONSUMMATION OF MERGER

     If  the  merger  contemplated  is  completed,   all  expenses  incurred  in
consummating  the plan of merger  shall,  except as otherwise  agreed in writing
between the Constituent  Corporations,  be borne by Syconet.com  Nevada.  If the
merger is not completed,  each of the Constituent  Corporations  shall be liable
for, and shall pay, the expenses incurred by it.

     Notwithstanding  shareholder  authorization  and at any  time  prior to the
filing,  the filing and recording of this agreement may be deferred from time to
time by mutual  consent of the  respective  boards of  directors  of each of the
Constituent  Corporations,  and, to the extent provided in (a), (b), (c) and (d)
below, the merger may be abandoned:

1. By the mutual  consent of the  respective  Boards of Directors of each of the
Constituent Corporations;

2. At the  election of the Board of  Directors  of  Syconet.com  Nevada,  if (a)
demands by  shareholders  for appraisal of their shares of Syconet.com  Delaware
Stock have been received from the holders of  twenty-five  percent (25%) or more
of the outstanding  shares,  or (b) in the judgment of the Board any judgment is
rendered relating to any legal proceeding not commenced and the existence of the
judgment  will  or may  materially  affect  the  rights  of  either  Constituent
Corporation to sell, convey,  transfer or assign any of its assets or materially
interfere with the operation of its business,  renders the merger impracticable,
undesirable or not in the best interests of its shareholders;

3. By the Board of Directors of Syconet.com  Nevada if there shall not have been
submitted to Syconet.com Nevada the opinion of counsel for Syconet.com Delaware,
in form and substance satisfactory to Syconet.com Nevada, to the effect that (1)
Syconet.com Delaware is a validly organized and duly existing  corporation,  (2)
this  Agreement has been duly  authorized  by, and is binding upon,  Syconet.com
Delaware  in  accordance  with its terms,  and (3) all the  properties,  estate,
rights, privileges,  powers and franchises of Syconet.com Delaware and all debts
due to  Syconet.com  Delaware  shall be transferred to and vested in Syconet.com
Nevada, as the Surviving Corporation,  without further act or deed, subject only
to any legal requirements for recording or filing any instruments of conveyance,
assignment or transfer, the giving of notice of any such conveyance,  assignment
or  transfer,   consents  of  third  parties  and  governmental  authorities  to
assignment of any contract or lease, and other specified  exceptions  acceptable
to Syconet.com Nevada;

                                       9

4. At the election of the Board of Directors  of  Syconet.com  Delaware if there
shall not have been submitted to Syconet.com Delaware the opinion of counsel for
Syconet.com Nevada, in form and substance  satisfactory to Syconet.com Delaware,
to the  effect  that (1)  Syconet.com  Nevada  is a validly  organized  and duly
existing  corporation,  (2) this  Agreement has been duly  authorized by, and is
binding upon, Syconet.com Nevada in accordance with its terms, (3) when Articles
of Merger shall have been filed as provided in this  Agreement,  the merger will
become  effective and all liabilities  and  obligations of Syconet.com  Delaware
will become the  liabilities  and  obligations  of  Syconet.com  Nevada,  as the
surviving   corporation,   fully  and  without  any  further  action  by  either
Constituent  Corporation,  (4) the Syconet.com  Delaware Stock will be converted
into Syconet.com  Nevada Stock, (5) the Syconet.com  Nevada Stock into which the
Syconet.com  Delaware Stock will be converted as provided herein will be legally
and validly authorized,  exempt from the registration  requirements of Section 5
of the Securities Act of 1933, as amended, ("Act'), provided by Section 3(a)(10)
thereof,  exempt from the  registration  requirements of Nevada Revised Statutes
90.460, as amended,  provided by Nevada Revised Statutes 90.530(11),  and may be
issued without a restrictive  legend pursuant to Rule 145(a)(2) under the Act if
the shares of  Syconet.com  Delaware are  otherwise  unrestricted,  and (6) when
issued  will be  validly  issued,  fully  paid  and  nonassessable  stock of the
surviving corporation;

5. At the election of the Board of Directors of either  Constituent  Corporation
if:

a. The  warranties  and  representations  of the other  Constituent  Corporation
contained in this Agreement shall not be substantially  accurate in all material
respects on and as of the date of election;  or the  covenants  contained of the
other Constituent  Corporation shall not have been performed or satisfied in all
material respects;

b. This  agreement  shall  not have  been  approved  by the  requisite  votes of
shareholders of the Constituent Corporations on or before December 1, 2001;

c. Prior to the  merger  (1) there  shall have been filed in any court or agency
having  jurisdiction  a  complaint  or other  proceeding  seeking to restrain or
enjoin the merger contemplated hereby, or (2) there shall have been presented to
Syconet.com  Delaware or Syconet.com Nevada or any director or officer of either
of them any  process,  demand or request  which,  in the  opinion of counsel for
either  Constituent  Corporation,  offers  reasonable  ground to believe  that a
complaint  or bill in equity may be  forthcoming  which,  if  successful,  would
restrain,  enjoin or dissolve the merger,  and if, in either case, such Board of
Directors  determines  that  abandonment  and  cancellation of this Agreement is
advisable  in  the  best  interests  of  the  Constituent  Corporations,   their
shareholders, employees and customers;

d. If the Merger Date shall not have occurred by December 31, 2002, then, at the
option of the Board of Directors of either  Constituent  Corporation,  it may be
deferred to a date on or after June 30, 2003.  If the Merger Date shall not have
occurred by June 30,  2003,  then,  at the option of the Board of  Directors  of
either Constituent  Corporation the merger may be abandoned. In the event of the
abandonment of the merger pursuant to the foregoing  provisions,  this Agreement
shall  become  void and have no effect,  without  any  liability  on the part of

                                       10

either of the  Constituent  Corporations  or its  shareholders  or  directors or
officers in respect of this merger  except the  obligation  of each  Constituent
Corporation to pay its own expenses as provided in this Article XI.

                                   ARTICLE XII
                                 RESIDENT AGENT

     The respective  names of the county and the city within the county in which
the principal office of the surviving  corporation is to be located in the State
of Nevada,  the street and  number of this  office,  the name of the  registered
agent  will,  as of the Merger  Date,  be as set forth in Article  Second of the
Articles of Incorporation of the Surviving Corporation.

                                  ARTICLE XIII
                    RIGHT TO AMEND ARTICLES OF INCORPORATION

     The Surviving  Corporation  reserves the right to amend,  alter,  change or
repeal its Articles of  Incorporation  in the manner now or later  prescribed by
statute or otherwise  authorized by law; and all rights and powers  conferred in
the  certificate  of  incorporation  on  shareholders,  directors or officers of
Syconet.com Nevada, or any other person, are subject to this reserved power.

                                   ARTICLE XIV
                                  MISCELLANEOUS

1. ACCESS TO BOOKS AND RECORDS.

     To enable  Syconet.com  Nevada to coordinate  the activities of Syconet.com
Delaware  into  those of  Syconet.com  Nevada  on and  after  the  Merger  Date,
Syconet.com  Delaware shall,  before the Merger Date, afford to the officers and
authorized  representatives  of  Syconet.com  Nevada free and full access to the
plants, properties,  books and records of Syconet.com Delaware, and the officers
of  Syconet.com  Delaware  will furnish  Syconet.com  Nevada with  financial and
operating  data and other  information  as to the  business  and  properties  of
Syconet.com  Delaware as Syconet.com  Nevada shall from time to time  reasonably
request.  Syconet.com  Nevada  shall,  before  the  Merger  Date,  afford to the
officers and authorized representatives of Syconet.com Delaware such access, and
Syconet.com  Nevada's  officers  will  furnish  such  data  and  information  to
Syconet.com  Delaware, as may be reasonably required by Syconet.com Delaware for
the  preparation  of its proxy  statement  in  connection  with the  meeting  of
shareholders  to be called pursuant to section 1 of Article I of this Agreement.
Syconet.com  Nevada and  Syconet.com  Delaware agree that,  unless and until the
merger  contemplated by this Agreement has been consummated,  Syconet.com Nevada
and  Syconet.com  Delaware and their officers and  representatives  will hold in
strict confidence all data and information  obtained from one another as long as
it is  not  in  the  public  domain,  and  if  the  merger  provided  for is not
consummated as contemplated,  Syconet.com  Nevada and Syconet.com  Delaware will
each  return to the  other  party  all data as the  other  party may  reasonably
request.

                                       11

2. RIGHTS CUMULATIVE; WAIVERS.

     The rights of each of the parties under this Agreement are cumulative.  The
rights of each of the parties  hereunder shall not be capable of being waived or
varied other than by an express  waiver or variation in writing.  Any failure to
exercise or any delay in  exercising  any of such rights  shall not operate as a
waiver or  variation of that or any other such right.  Any  defective or partial
exercise of any of such rights shall not preclude any other or further  exercise
of that or any other such right.  No act or course of conduct or  negotiation on
the part of any party shall in any way preclude such party from  exercising  any
such right or constitute a suspension or any variation of any such right.

3. BENEFIT; SUCCESSORS BOUND.

     This   Agreement  and  the  terms,   covenants,   conditions,   provisions,
obligations,  undertakings,  rights, and benefits hereof, shall be binding upon,
and shall  inure to the  benefit of, the  undersigned  parties and their  heirs,
executors, administrators, representatives, successors, and permitted assigns.

4. ENTIRE AGREEMENT.

     This  Agreement  contains  the entire  agreement  between the parties  with
respect  to the  subject  matter  hereof.  There  are no  promises,  agreements,
conditions,    undertakings,    understandings,    warranties,    covenants   or
representations,  oral or written, express or implied, between them with respect
to this  Agreement  or the matters  described in this  Agreement,  except as set
forth in this Agreement.  Any such  negotiations,  promises,  or  understandings
shall not be used to interpret or constitute this Agreement.

5. ASSIGNMENT.

     Neither this Agreement nor any other benefit to accrue  hereunder  shall be
assigned or transferred by either party, either in whole or in part, without the
written  consent of the other party,  and any purported  assignment in violation
hereof shall be void.

6. AMENDMENT.

     This Agreement may be amended only by an instrument in writing  executed by
all the parties hereto.

7. SEVERABILITY.

     Each part of this Agreement is intended to be severable.  In the event that
any  provision  of this  Agreement  is found by any court or other  authority of
competent  jurisdiction to be illegal or unenforceable,  such provision shall be
severed or modified to the extent  necessary to render it enforceable  and as so
severed or modified, this Agreement shall continue in full force and effect.

                                       12

8. SECTION HEADINGS.

     The Section headings in this Agreement are for reference  purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.

9. CONSTRUCTION.

     Unless the context otherwise requires, when used herein, the singular shall
be deemed to include the plural,  the plural  shall be deemed to include each of
the  singular,  and  pronouns of one or no gender shall be deemed to include the
equivalent pronoun of the other or no gender.

10. FURTHER ASSURANCES.

     In addition to the  instruments  and  documents  to be made,  executed  and
delivered pursuant to this Agreement,  the parties hereto agree to make, execute
and deliver or cause to be made, executed and delivered, to the requesting party
such other  instruments  and to take such other actions as the requesting  party
may  reasonably  require  to  carry  out the  terms  of this  Agreement  and the
transactions contemplated hereby.

11. NOTICES.

     Any notice which is required or desired under this Agreement shall be given
in writing  and may be sent by personal  delivery  or by mail  (either a. United
States  mail,  postage  prepaid,  or b.  Federal  Express or  similar  generally
recognized  overnight  carrier),  addressed as follows  (subject to the right to
designate a different address by notice similarly given):

To Syconet.com Nevada:
Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, CA  92660

To Syconet.com Delaware
Gary Borglund
5020 Campus Drive
Newport Beach, CA  92660

12. GOVERNING LAW.

     This Agreement shall be construed and enforced  under, in accordance  with,
and governed by, the laws of the State of Nevada.

                                       13

13. CONSENTS.

     The person signing this Agreement on behalf of each party hereby represents
and warrants that he has the necessary  power,  consent and authority to execute
and deliver this Agreement on behalf of such party.

14. TERMINATION OF AGREEMENT.

          This  Agreement  shall  terminate  on the  Effective  Date  unless all
actions required under this Agreement have not been fully performed.

15. SURVIVAL OF PROVISIONS.

     The representations and warranties contained in Article X of this agreement
and any liability of one  Constituent  Corporation  to the other for any default
under the provisions of Articles IX or X of this  agreement,  shall expire with,
and be terminated  and  extinguished  by, the merger under this agreement on the
Merger Date.

16. EXECUTION IN COUNTERPARTS.

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which together  shall  constitute one and
the same agreement.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
and delivered as of the date first above written.

                                   SYCONET.COM NEVADA:


                                   By: /s/ Gary Borglund
                                      ---------------------------------------
                                      Gary Borglund, President

                                   SYCONET.COM DELAWARE:


                                   By: /s/ Gary Borglund
                                      ---------------------------------------
                                      Gary Borglund, President

                                       14

EX-2.2

                                                                     Exhibit 2.2

                           PURCHASE AND SALE AGREEMENT

     This Purchase and Sale Agreement ("Agreement") is entered into on March 19,
2010,  by and  between  TBC Global  News  Network,  Inc.,  a Nevada  corporation
("TGLN"),  Sterling Yacht Sales, Inc., a Florida corporation  ("Sterling"),  and
Sterling stockholders Glenn W. McMachen, Sr., and Arlene McMachen,  individually
(collectively, "Stockholders"), for the transfer of common stock to Stockholders
from TGLN in exchange for all of Sterling's  outstanding  issued and outstanding
shares of common  stock to TGLN (  hereinafter,  all  parties to this  Agreement
referred to as the "Parties").

                                    RECITALS

     The  Stockholders  as  named  above  own  100%  of  Sterling's  issued  and
outstanding shares of common stock ("Sterling  Shares").  Stockholders desire to
transfer all of Sterling's outstanding shares to TGLN, and TGLN desires to issue
from treasury and transfer an amount of  restricted  shares of common stock that
equals eighty-two and one-half percent (82.5%) of its outstanding  shares ("TGLN
Shares") to the Stockholders.

     In   further   consideration   of   the   mutual   covenants,   agreements,
representations,  and warranties contained in this Agreement, the parties hereto
agree as follows:

                     ARTICLE ONE: PURCHASE AND SALE; CLOSING

1.1 Purchase and Sale.

     Subject to the terms and  conditions  contained in this  Agreement,  on the
Closing  (defined  below),  the Stockholders  shall sell,  assign,  transfer and
deliver to TGLN certificated  representing the Sterling Shares. TGLN shall sell,
assign,  transfer and deliver to the Stockholders,  individually,  issued in the
names of Glenn McMachen and Arlen McMachen, pro rata, certificates  representing
the TGLN Shares.

1.2. Closing.

     The closing ("Closing") of the sale and purchase of the Shares shall be the
date that all conditions herein have been satisfied, including completion of the
financial statements as specified in Article Nine of this Agreement, the Parties
meet in the offices of Brian F. Faulkner,  A Professional  Law  Corporation  not
later than March 31, 2010 to transfer the required shares, or at such other time
and place as the  parties may agree to in writing,  and all  required  documents
have been executed.

1.3 Consideration and Other Terms of this Agreement

     Subject  to the  terms and  conditions  set  forth in this  Agreement,  the
Parties agree to the following conditions:

     TGLN shall nominate and elect Glenn McMachen to the Board of Directors (the
"Board") and all current Board  members agree to then resign.  The current Board
members  shall then  forfeit  fifty  percent  (50%) of their  current TGLN stock
holdings:  one hundred million one hundred thousand (100,100,000) shares held by
Mark Crist, one hundred million  (100,000,000)  shares held by Marty Schiff, and
one  hundred   fifty   million  five  hundred   thousand   seven  hundred  eight
(150,500,708)  shares held by John Fleming.  Thus, the total number of shares to
be returned to TGLN  treasury  shall be one hundred  seventy-five  million seven
hundred fifty thousand three hundred fifty-four (175,750,354).

     Furthermore,  the  Parties  agree  that  the  loan,  and  any  accompanying
documents,  in connection  with inventory  (i.e.  certain  vessels/yachts)  (see
section  subsections  (a) and (b) below)  shall remain in the names of Glenn and
Arlene  McMachen  individually;  however,  TGLN  agrees  to  assume  and will be
responsible for making the required monthly payments of the principal balance of
this loan in the amount of  $933,000.00  until these  vessels in  inventory  are
sold.

     Additionally, Stockholders, in their individual capacity as 82.5% owners of
TGLN, agree to the following:

     (a) Pay all necessary audits of TGLN upon closing of this transaction,  and
     will maintain the TGLN status as a fully reporting public entity.

     (b) Retain TGLN's  current  corporate  and  securities  attorney,  Brian F.
     Faulkner,  under the same annual fee structure and other terms according to
     the current retainer agreement.

     (c) Maintain the  relationship  with TGLN's  current  auditor,  Child,  Van
     Wagoner & Bradshaw,  PLLC,  and assume and pay the  current  balance in the
     amount of  approximately  $40,000.00  owed for  2009,  and  $35,000.00  for
     auditing services during the fiscal year 2010.

     (d) Pay the one-time business  consulting fees in the amount of 150,000,000
     free trading  shares of common  stock to Kaptiva  Group and its assigns and
     affiliates,  such shares  being  registered  under a Form S-8  registration
     statement filed with the Securities and Exchange Commission in exchange for
     Kaptiva Group  assisting  TGLN in its efforts to move the business  forward
     and execute its business plan and  strategies.  This  consulting work shall
     extend for a period of twelve (12) months from the Closing.

     (e)  Appoint  two (2)  additional  members to the TGLN  Board of  Directors
     within one hundred fifty (150) days of the Closing,  which persons will not
     include previous Board members of TGLN who with be resigning.

                                       2

     Furthermore,  the Parties to this Agreement  agree to act in good faith and
best  interests  in order to ensure  that this  transaction  occurs  and  closes
according to the terms set forth herein.

                   ARTICLE TWO: REPRESENTATIONS AND WARRANTIES
                          OF STOCKHOLDERS AND STERLING

     Sterling represents and warrants:

2.1 Validity of Transaction.

     The  Stockholders  own the number of Sterling  Shares set forth above.  The
Stockholders  have all requisite  power and authority to execute,  deliver,  and
perform this Agreement and to sell to TGLN the Sterling Shares to be sold by the
Stockholders  pursuant  hereto.  All necessary  corporate  proceedings  or other
similar  actions by the  Sterling and the  Stockholders  have been duly taken to
authorize the  execution,  delivery,  and  performance  of this Agreement and to
authorize the sale of the Sterling  Shares by the  Stockholders.  This Agreement
has  been  duly  authorized,   executed,  and  delivered  by  Sterling  and  the
Stockholders,  is the legal,  valid, and binding  obligation of Sterling and the
Stockholders,  and  is  enforceable  as to  Sterling  and  the  Stockholders  in
accordance  with its terms except as may be limited by  bankruptcy,  insolvency,
moratorium or other similar laws  affecting  creditors'  rights  generally,  and
subject to general  principles of equity  (regardless of whether  enforcement is
considered  in a  proceeding  in equity or at law).  No consent,  authorization,
approval, order, license,  certificate,  or permit of or from, or declaration or
filing with, any federal,  state,  local, or other governmental  authority or of
any court or other tribunal is required by Sterling and the Stockholders for the
execution,  delivery,  or  performance  of this  Agreement  by Sterling  and the
Stockholders,  and  except as would not affect the  ability of  Sterling  or the
Stockholders to perform any of his material obligations under this Agreement. No
consent of any party to any contract,  agreement,  instrument,  lease,  license,
arrangement, or understanding to which Sterling or the Stockholders are a party,
or by which any of its properties or assets is bound,  shall be required for the
execution,  delivery,  or performance by Sterling and the  Stockholders  of this
Agreement,  except for such  consents  as have been  obtained at or prior to the
date of this  Agreement,  and except as would not affect the ability of Sterling
or the  Stockholders  to  perform  any of his  material  obligations  under this
Agreement.  The  execution,  delivery,  and  performance  of this  Agreement  by
Sterling and the Stockholders will not violate,  result in a breach of, conflict
with,  or (with or without  the giving of notice or the passage of time or both)
entitle  any party to  terminate  or call a default  under,  any such  contract,
agreement, instrument, lease, license, arrangement, or understanding, or violate
or  result  in  a  breach  of  any  term  of  the  certificate  or  articles  of
incorporation  or by-laws (or other  organizational  document) of  Sterling,  or
violate,  result in a breach of, or  conflict  with any law,  rule,  regulation,
order,  judgment,  or decree binding on Sterling or the Stockholders or to which
any of  its/his/her  operations,  business,  properties,  or assets is  subject,
except as would not  affect the  ability  of  Sterling  or the  Stockholders  to
perform any of its material obligations under this Agreement. The Shares sold by
the Stockholders have been duly authorized and validly issued and are fully paid
and  nonassessable and have not been issued in violation of any preemptive right
of  stockholders  or rights of first refusal.  Upon the transfer of the Sterling
Shares, sold by the Stockholders to TGLN at the Closing, TGLN shall acquire good

                                       3

and valid title to the  Sterling  Shares  free and clear of all  claims,  liens,
pledges,  charges,  encumbrances,  stockholders'  agreements,  and voting trusts
(other than any created for and in favor of TGLN).

2.2 Finder or Broker.

     No Stockholder has incurred any fee as a result of any negotiation with any
finder,  broker,  intermediary,   or  similar  person  in  connection  with  the
transaction contemplated hereby that will result in any liability to TGLN.

2.3 Accredited Investor.

     Each of the Stockholders is a "sophisticated" or "accredited"  investor, as
those terms are defined in Regulation D promulgated  under the Securities Act of
1933,  as  amended  ("Securities  Act").  The  Stockholders  have  received  all
requested  documents from TGLN,  including  without  limitation,  and has had an
opportunity  to ask  questions of and receive  answers from the officers of TGLN
with respect to the business,  results of operations,  financial condition,  and
prospects of TGLN.

2.4 Investment Intent.

     The  Stockholders  are  acquiring the TGLN Shares for their own account for
investment  and not with a view to, or for sale in connection  with,  any public
distribution  thereof in violation of the  Securities  Act, it being  understood
that the Stockholders,  being affiliates of TGLN, shall have the right to sell a
portion  of such  shares  in  their  sole  discretion  in  accordance  with  the
requirements  of the  minimum six (6) months  hold  period  under Rule 144.  The
Stockholders  understand that the TGLN Shares, as of the Closing,  have not been
registered for sale under the  Securities  Act of 1933, as amended  ("Securities
Act") or qualified  under  applicable  state  securities  laws and that the TGLN
Shares shall be delivered to the Stockholders pursuant to one or more exemptions
from the registration or qualification  requirements of such securities laws and
that the representations and warranties contained in this section are given with
the  intention  that  TGLN  may rely  thereon  for  purposes  of  claiming  such
exemptions.  The  Stockholders  understand  that the TGLN Shares  cannot be sold
unless  registered under the Securities Act and qualified under state securities
laws,  or unless  an  exemption  from such  registration  and  qualification  is
available

2.5 Transfer of Common Stock.

     The  Stockholders  shall not sell or  otherwise  dispose of any TGLN Shares
unless (a) a registration  statement with respect  thereto has become  effective
under the Securities Act and such shares have been  qualified  under  applicable
state  securities  laws  or (b)  such  registration  and  qualification  are not
required  and, if TGLN so requests,  there is presented to TGLN a legal  opinion
reasonably  satisfactory to TGLN to such effect.  The Stockholders  consent that
the  transfer  agent for the TGLN Shares may be  instructed  not to transfer any
TGLN Shares acquired pursuant hereto unless it receives satisfactory evidence of
compliance  with the foregoing  provisions,  and that there may be endorsed upon
any certificate  representing the TGLN Shares acquired  pursuant hereto (and any

                                       4

certificates  issued in  substitution  therefor)  the following  legend  calling
attention  to the  foregoing  restrictions  on  transferability  and  stating in
substance:

     "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE BEEN  ISSUED
     WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
     "SECURITIES  ACT"),  OR  QUALIFICATION  UNDER THE BLUE SKY LAWS OF ANY
     JURISDICTION.  SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED,  TRANSFERRED
     OR  OTHERWISE  DISPOSED  OF,  BENEFICIALLY  OR ON THE  RECORDS  OF THE
     CORPORATION,  UNLESS THE SECURITIES  REPRESENTED  BY THIS  CERTIFICATE
     HAVE BEEN  REGISTERED  UNDER THE  SECURITIES  ACT AND QUALIFIED  UNDER
     APPLICABLE BLUE SKY LAWS, OR AN EXEMPTION FROM SUCH  REGISTRATION  AND
     QUALIFICATION IS AVAILABLE."

TGLN  shall,  upon the  request  of any  holder  of a  certificate  bearing  the
foregoing legend and the surrender of such certificate,  issue a new certificate
without such legend if (i) the security  evidenced by such  certificate has been
effectively  registered  under  the  Securities  Act  and  qualified  under  any
applicable  state  securities  law and sold by the holder  thereof in accordance
with  such  registration  and  qualification  or (ii)  such  holder  shall  have
delivered to TGLN a legal opinion reasonably  satisfactory to TGLN to the effect
that the restrictions set forth herein are no longer required or necessary under
the Securities Act or any applicable state law.

2.6 Corporate Existence.

     Sterling is a Florida  corporation duly incorporated,  validly existing and
in good standing  under the laws of the State of Florida,  and has all corporate
powers and all  governmental  licenses,  authorizations,  permits,  consents and
approvals  required to carry on its business as now conducted.  Sterling is duly
qualified  to do business as a foreign  corporation  and is in good  standing in
each  jurisdiction  where  such  qualification  is  necessary,  except for those
jurisdictions where failure to be so qualified would not, individually or in the
aggregate, be material to the business of Sterling. Sterling is not in violation
of any of the provisions of its Articles of  Incorporation,  its Bylaws,  or any
regulations governing them.

2.7 Capitalization.

     (a) The  authorized  equity of Sterling  consists of one  thousand  (1,000)
     shares of common stock, all of which are issued and outstanding.

     (b) To the  knowledge of the  Stockholders,  (i) all  outstanding  Sterling
     Shares have been duly  authorized and validly issued and are fully paid and
     non-assessable  and are not  subject to  preemptive  rights  created  under
     Florida law, its Articles of Incorporation,  its Bylaws, or any regulations
     governing  them, or any agreement or document to which  Sterling is a party
     or by which it or its  assets  are  bound,  (ii) all  outstanding  Sterling
     Shares  have been  issued and  granted in  compliance  with all  applicable

                                       5

     securities law and other legal  requirements and all requirements set forth
     in applicable agreements or instruments,  and (iii) none of the outstanding
     Sterling Shares is unvested or is subject to a repurchase  option,  risk of
     forfeiture or other  condition  providing  that the Sterling  Shares may be
     forfeited or repurchased by Sterling or otherwise vest upon  termination of
     a Stockholder's or grantee's employment, directorship or other relationship
     with Sterling  under the terms of any restricted  stock  agreement or other
     agreement with Sterling.

     (c) Other than the Sterling Shares,  there are no outstanding (i) shares of
     equity or voting  securities  of  Sterling,  (ii)  securities  of  Sterling
     convertible  into or  exchangeable  for shares of  capital  stock or voting
     securities  of Sterling or (iii)  options or other  rights to acquire  from
     Sterling,  or other  obligation  of Sterling to issue,  any capital  stock,
     voting  securities  or  securities  convertible  into or  exchangeable  for
     capital stock or voting  securities of Sterling.  There are no registration
     rights,  and there is no voting trust,  proxy,  rights plan,  anti-takeover
     plan or other  agreement  or  understanding  to which  Sterling is a party.
     There are no outstanding  obligations of Sterling to repurchase,  redeem or
     otherwise acquire any shares.

2.8 Financial Statements.

     The  Sterling  Stockholders  acknowledges  that the  books and  records  of
Sterling fairly and correctly set out and disclose in all material respects,  in
accordance with generally accepted accounting principles ("GAAP"), the financial
position  of  Sterling  as at  the  date  hereof,  and  all  material  financial
transactions  of the Sterling  have been  accurately  recorded in such books and
records.  However,  completion  of an  audit  of said  books  and  records,  and
accompanying pro forma financial  statements,  shall be required to be disclosed
in an amended  Form 8-K  filing  with the  Securities  and  Exchange  Commission
("SEC") within seventy-one (71) days from the filing of the Form 8-K (which must
be filed within four (4) business days of the Closing).

2.9 No Undisclosed Material Liabilities.

     There  are no  liabilities  of  Sterling  of any kind  whatsoever,  whether
accrued,  contingent,  absolute,  determined  or  determinable,  and no existing
condition,  situation or set of circumstances  which could reasonably  result in
such a liability, other than:

     (a)  liabilities  recorded in full or  reserved  for;  and

     (b) liabilities incurred in the ordinary course of the business of Sterling
     consistent  with  past  practice,  none of which has or may  reasonably  be
     expected to have,  individually  or in the  aggregate,  a material  adverse
     effect on the business,  results of operations,  or financial  condition of
     Sterling.

2.10 Litigation.

     There is no action,  suit,  investigation or proceeding (or to the Sterling
Stockholders  knowledge any basis therefor) pending against, or to the knowledge
of the Sterling Stockholders, threatened against or affecting, the Stockholders,

                                       6

Sterling or any of their respective properties before any court or arbitrator or
any  governmental  body,  agency  or  official  which,  individually  or in  the
aggregate,   if  determined  or  resolved   adversely  in  accordance  with  the
plaintiff's  demands,  could  reasonably be expected to have a material  adverse
effect on the  business,  results  of  operations,  or  financial  condition  of
Sterling or which in any manner challenges or seeks to prevent, enjoin, alter or
materially delay the transactions contemplated by this Agreement.

2.11 Absence of Liens and Encumbrances; Title to Properties.

     Sterling has good,  valid and marketable title to all properties and assets
used in the  conduct  of its  business  free of all liens,  mortgages,  pledges,
charges,  security interests,  encumbrances or other adverse claims of any kind,
except as set forth in its financial statements,  including, but not limited to,
the following:

     (a) 48 foot  Fairline  Yacht with a fair market value of one million  three
     hundred fifty thousand dollars  ($1,350,000.00) (title in the name of Glenn
     and Arlene McMachen, individually)

     (b) 35 foot  Jupiter  Yacht  with a fair  market  value  of  three  hundred
     thousand  dollars  ($300,000.00)  (title  in the name of Glenn  and  Arlene
     McMachen, individually). This boat is current under contract to be sold not
     later than March 31, 2010.

     (c) Customer List. Such list includes: the previously sold prospects of the
     aforementioned  yachts and other  vessels  during the course of the last 30
     years  Stockholders  have been  doing  business  as yacht  brokers or their
     family members; and all vendor,  dealer,  manufacture  relationships formed
     during  the  course  of the  last  30  years  to  the  present,  with  whom
     Stockholders did business.

2.12 Intellectual Property.

     Sterling  has good and valid  title to and  ownership  of all  Intellectual
Property  (defined  herein as trade marks,  trade names or copyrights,  patents,
domestic or foreign) necessary for its business and operations,  including,  but
not limited to,  Sterling's  family name  (McMachen).  There are no  outstanding
options,  licenses or agreements of any kind to which  Sterling is a party or by
which  it is bound  relating  to any  Intellectual  Property,  whether  owned by
Sterling or another  person.  To the knowledge of the Sterling,  the business of
Sterling as formerly and presently  conducted did not and does not conflict with
or infringe upon any Intellectual Property right, owned or claimed by another.

2.13 Compliance with Laws and Court Orders.

     (a)  Sterling  is  not  in  violation  of,  and  to  the  knowledge  of the
     Stockholders  is not under  investigation  with respect to and has not been
     threatened  to be charged  with or given  notice of any  violation  of, any
     applicable law, rule, regulation,  judgment,  injunction,  order or decree,
     except  for  violations  that  have not had and  could  not  reasonably  be

                                       7

     expected to have,  individually  or in the  aggregate,  a material  adverse
     effect on the business,  results of  operations  or financial  condition of
     Sterling.

     (b) To the  knowledge  of the  Stockholders,  each  executive  officer  and
     director of Sterling has complied  with all  applicable  laws in connection
     with or relating to actions within the scope of Sterling's business, except
     where the failure to comply would not be material to Sterling. No executive
     officer or director of Sterling is a party to or the subject of any pending
     or threatened suit, action, proceeding or investigation by any governmental
     entity that would have a material  adverse effect on the business,  results
     of operations or financial condition of Sterling.

2.14 Material Contracts.

     Sterling is not a party to or bound by any Contract (as defined below) that
(a) is a material  contract,  or (b) materially  limits or otherwise  materially
restricts  Sterling  or that  would,  after  the  Closing,  materially  limit or
otherwise  materially  restrict TGLN or any of its subsidiaries or any successor
thereto,  from  engaging or competing  in any  material  line of business in any
geographic  area or that  contains  most favored  nation  pricing  provisions or
exclusivity or  non-solicitation  provisions with respect to customers.  As used
herein,  "Contract"  shall  mean  any  written  or  oral  agreement,   contract,
commitment,   lease,  license,   contract,  note,  bond,  mortgage,   indenture,
arrangement  or other  instrument  or  obligation.  Sterling  is not in,  or has
received  notice of, any violation of or default  under (or any condition  which
with the passage of time or the giving of notice would cause such a violation of
or default  under) any Contract or any other  Contract to which it is a party or
by which it or any of its  properties or assets is bound,  except for violations
or  defaults  that would not have a  material  adverse  effect on the  business,
results of operations or financial condition of Sterling or, after giving effect
to the Closing, TGLN or any of its subsidiaries.

2.15 Taxes.

     (a) Sterling  has timely  filed all tax returns  required to be filed on or
     before the Closing and all such tax returns are true,  correct and complete
     in all respects. Sterling has paid in full on a timely basis all taxes owed
     by it, whether or not shown on any tax return,  except where the failure to
     file  such  return or pay such  taxes  would  not have a  material  adverse
     effect.  No claim has ever been made by any  authority in any  jurisdiction
     where  Sterling  does not file tax returns that  Sterling may be subject to
     taxation in that jurisdiction.

     (b) There are no ongoing examinations or claims against Sterling for taxes,
     and no notice of any audit, examination or claim for taxes, whether pending
     or threatened,  has been received.  Sterling has not waived or extended the
     statute of limitations  with respect to the collection or assessment of any
     tax.

                                       8

2.16 Interested Party Transactions.

     No officer, director or stockholder of Sterling or any "affiliate" (as such
term is  defined  in Rule 405 under the  Securities  Act) of any such  person or
Sterling has or has had, either  directly or indirectly,  (a) an interest in any
person that (i)  furnishes or sells  services or products  that are furnished or
sold or are proposed to be furnished or sold by Sterling other than Sterling, or
(ii) purchases from or sells or furnishes to Sterling any goods or services,  or
(b) a beneficial  interest in any  contract or agreement to which  Sterling is a
party or by which it may be bound or affected  (other than routine  compensation
and expense reimbursement programs in the ordinary course of business).

              ARTICLE THREE: REPRESENTATIONS AND WARRANTIES OF TGLN

     TGLN represents and warrants that:

3.1 Validity of Transaction.

     TGLN has all requisite power and authority to execute, deliver, and perform
this Agreement and to issue and sell to the  Stockholders  the TGLN Shares.  All
necessary  corporate  proceedings  of TGLN have been duly taken to authorize the
execution,  delivery,  and performance of this  Agreement,  and the issuance and
sale to the  Stockholders  of the TGLN  Shares.  This  Agreement  has been  duly
authorized,  executed,  and delivered by TGLN, is the legal,  valid, and binding
obligation of TGLN, and is enforceable as to TGLN in accordance  with its terms,
except as may be limited by bankruptcy, insolvency, moratorium, or other similar
laws affecting creditors' rights generally, and subject to general principles of
equity  (regardless  of whether  enforcement  is  considered  in a proceeding in
equity  or  at  law).  No  consent,  authorization,  approval,  order,  license,
certificate,  or permit of or from, or  declaration or filing with, any federal,
state, local, or other governmental  authority or of any court or other tribunal
is  required  by TGLN  for  the  execution,  delivery,  or  performance  of this
Agreement by TGLN, except as would not affect the ability of TGLN to perform any
of its material obligations under this Agreement. No consent of any party to any
contract,  agreement,  instrument, lease, license, arrangement, or understanding
to which TGLN is a party,  or by which any of its properties or assets is bound,
is  required  for  the  execution,  delivery,  or  performance  by  TGLN of this
Agreement,  except for such  consents  as have been  obtained at or prior to the
date of this  Agreement,  and except as would not affect the  ability of TGLN to
perform any of its material  obligations  under this  Agreement.  The execution,
delivery, and performance of this Agreement by TGLN will not violate,  result in
a breach of,  conflict  with,  or (with or  without  the giving of notice or the
passage of time or both)  entitle any party to terminate or call a default under
any  contract,   agreement,   instrument,   lease,  license,   arrangement,   or
understanding  to which TGLN is a party, or violate or result in a breach of any
term of the Articles of Incorporation or By-laws of TGLN, or violate,  result in
a breach of, or conflict with any law, rule,  regulation,  order,  judgment,  or
decree binding on TGLN or to which any of its operations,  business, properties,
or assets is subject,  except as would not affect the ability of TGLN to perform
any of its material obligations under this Agreement.  The shares of TGLN Common
Stock have been duly authorized and, upon receipt by the Stockholders  from TGLN
of the stock  certificates  representing  the TGLN Shares being sold pursuant to

                                       9

this Agreement, will be validly issued, fully paid, and nonassessable,  will not
have been issued in violation of any preemptive  right of stockholders or rights
of first refusal,  and the Stockholders will have good title to the TGLN Shares,
free and clear of all liens, security Shares,  pledges,  charges,  encumbrances,
stockholders  agreements,  and  voting  trusts  (other  than any  created by the
Stockholders).

3.2 Finder or Broker.

     Neither TGLN nor any person  acting on behalf of TGLN has  negotiated  with
any finder,  broker,  intermediary,  or similar  person in  connection  with the
transaction contemplated herein.

3.3 Accredited Investor.

     TGLN is a "sophisticated  investor," as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act.

3.4 Investment Intent.

     TGLN is acquiring  the Sterling  Shares for its own account for  investment
and not with a view to, or for sale in connection with, any public  distribution
thereof in violation of the Securities Act. TGLN  understands  that it must bear
the economic  risk of its  investment  in Sterling for an  indefinite  period of
time, and the Sterling  Shares being purchased from the  Stockholders  cannot be
sold  unless  registered  under the  Securities  Act and  qualified  under state
securities laws, unless an exemption from such registration and qualification is
available.

3.5 Full Disclosure.

     All  documents  filed by TGLN  pursuant to the  Securities  Exchange Act of
1934, as amended  ("Exchange Act"),  since December 31, 2003 ("TGLN Exchange Act
Documents")  (i)  were  prepared  in  accordance  with the  requirements  of the
Exchange Act and the rules and regulations thereunder,  (ii) did not at the time
they were filed contain any untrue  statement of a material  fact, and (iii) did
not at the time they were filed omit to state a material fact  necessary to make
the  statements  therein,  in light of the  circumstances  under which they were
made,  not  misleading.  The TGLN  Exchange Act Documents do not omit to state a
material  fact  necessary  to make  the  statements  therein,  in  light  of the
circumstances  under  which they were made,  not  misleading.  So far as TGLN is
aware,  from the date as of which information is given in the most recent report
filed by TGLN under the  Exchange Act to the date of this  Agreement,  there has
not been any  material  adverse  change  in, or any  adverse  development  which
materially affects, the business,  results of operations, or financial condition
of TGLN and its subsidiaries taken as a whole.

3.6 Other Stockholders.

     TGLN has not entered into any other  agreement,  other than this  Agreement
with the  Stockholders,  with respect to the  acquisition of Sterling  Shares by
TGLN.

                                       10

3.7 TGLN's Corporate Existence.

     TGLN is a  corporation  duly  incorporated,  validly  existing  and in good
standing  under  the  laws  of  Nevada  and  has all  corporate  powers  and all
governmental licenses, authorizations,  permits, consents and approvals required
to carry on its business as now conducted. TGLN is duly qualified to do business
as a foreign corporation and is in good standing in each jurisdiction where such
qualification is necessary,  except for those  jurisdictions where failure to be
so qualified would not, individually or in the aggregate,  be materially adverse
to the business of TGLN.  TGLN is not in violation of any of the  provisions  of
its Articles of Incorporation or its Bylaws.

3.8 Capitalization.

     (a) As of the date of this Agreement,  the authorized capital stock of TGLN
     consists of five billion (5,000,000,000) shares of TGLN common stock. As of
     the date of this Agreement,  there are five hundred  sixty-five million six
     hundred fifty-two thousand eight hundred eighty-two (565,652,882) shares of
     TGLN common stock issued and outstanding.

     (b) All  outstanding  shares  of  capital  stock  of TGLN  have  been  duly
     authorized and validly issued and are fully paid and non-assessable and are
     not subject to preemptive  rights  created  under  Nevada,  the Articles of
     Incorporation  or Bylaws of TGLN or any agreement or document to which TGLN
     is a party or by which it or its assets are bound.  All outstanding  shares
     of capital  stock of TGLN have been issued and granted in  compliance  with
     all  applicable  securities  law  and  other  legal  requirements  and  all
     requirements set forth in applicable agreements or instruments. None of the
     outstanding TGLN Securities (as defined below) is unvested or is subject to
     a repurchase option,  risk of forfeiture or other condition  providing that
     such TGLN  Securities  may be forfeited or repurchased by TGLN or otherwise
     vest  upon   termination   of   stockholder's   or  grantee's   employment,
     directorship  or other  relationship  with  TGLN or a TGLN  Subsidiary  (as
     defined below) under the terms of any restricted  stock  agreement or other
     agreement with TGLN. No TGLN debt has voting rights. As used herein,  "TGLN
     Subsidiary"  shall mean any entity of which  securities or other  ownership
     Shares  having  ordinary  voting  power to elect a majority of the board or
     directors or other  persons  performing  similar  functions are at the time
     directly or indirectly owned by TGLN.

     (c)  Except as set forth in this  Section,  there  are no  outstanding  (i)
     shares of capital stock or voting  securities of TGLN,  (ii)  securities of
     TGLN convertible into or exchangeable for shares of capital stock or voting
     securities  of TGLN or (iii)  options or other rights to acquire from TGLN,
     or other obligation of TGLN to issue, any capital stock,  voting securities
     or securities  convertible into or exchangeable for capital stock or voting
     securities  of TGLN (the items in clauses  (a), (b) and (c) of this Section
     3.8 being referred to collectively as the "TGLN Securities").  There are no
     registration  rights  and there is no voting  trust,  proxy,  rights  plan,

                                       11

     anti-takeover plan or other agreement or understanding to which TGLN or any
     of TGLN's  Subsidiaries  is a party or by which it is bound with respect to
     any TGLN  Securities.  There are no outstanding  obligations of TGLN or any
     TGLN  Subsidiary  to  repurchase,  redeem  or  otherwise  acquire  any TGLN
     Securities.

3.9 Litigation.

     There  is no  action,  suit,  investigation  or  proceeding  (or to  TGLN's
knowledge  any basis  therefor)  pending  against,  or to the knowledge of TGLN,
threatened  against or  affecting,  TGLN or any TGLN  Subsidiary or any of their
respective  properties before any court or arbitrator or any governmental  body,
agency or official  which,  individually  or in the aggregate,  if determined or
resolved adversely in accordance with the plaintiff's demands,  could reasonably
be  expected  to have a  material  adverse  effect on the  business,  results of
operations, or financial condition of TGLN and its subsidiaries taken as a whole
or  which  in any  manner  challenges  or seeks  to  prevent,  enjoin,  alter or
materially delay the transactions contemplated by this Agreement.

3.10 Compliance with Laws and Court Orders.

     (a) Neither TGLN nor any TGLN  Subsidiary  is in violation  of, and has not
     since December 31, 2003 violated, and to the knowledge of TGLN is not under
     investigation  with  respect to and has not been  threatened  to be charged
     with or given  notice  of any  violation  of,  any  applicable  law,  rule,
     regulation,  judgment,  injunction,  order or decree, except for violations
     that  have  not  had  and  could  not   reasonably  be  expected  to  have,
     individually  or in  the  aggregate,  a  material  adverse  effect  on  the
     business,  results of  operations  or  financial  condition of TGLN and its
     subsidiaries taken as a whole.

     (b)  TGLN and each of its  officers  and  directors  have  complied  in all
     material respects with the applicable  provisions of the Sarbanes-Oxley Act
     of 2002. TGLN has disclosed all of the information required to be disclosed
     by TGLN pursuant to the certification  requirements  contained in Form 10-K
     and  Form  10-Q  under  the   Exchange   Act.   Since  the   enactment   of
     Sarbanes-Oxley,  neither TGLN nor any of its  Affiliates has made any loans
     to any executive officer or director of TGLN.

     (c) Each  executive  officer  and  director of TGLN has  complied  with all
     applicable  laws in connection with or relating to actions within the scope
     of TGLN's  business,  except  where  the  failure  to  comply  would not be
     material to TGLN. No executive officer or director of TGLN is a party to or
     the  subject of any  pending or  threatened  suit,  action,  proceeding  or
     investigation by any governmental entity that would have a material adverse
     effect on the business,  results of  operations  or financial  condition of
     TGLN and its  subsidiaries  taken as a whole,  except as  disclosed in TGLN
     Exchange Act Documents.

3.11 Financial Statements.

     The audited consolidated  financial  statements and unaudited  consolidated
interim  financial  statements  of TGLN  included  in TGLN's  filings  under the
Exchange Act  (collectively,  "TGLN Financial  Statements") (a) were prepared in

                                       12

accordance with and accurately  reflect in all material  respects,  TGLN's books
and  records  as of the times  and for the  periods  referred  to  therein,  (b)
complied in all material  respects with applicable  accounting  requirements and
the published  rules and  regulations of the SEC with respect  thereto in effect
during the periods included and (c) fairly present in all material respects,  in
conformity with United States generally accepted  accounting  principles applied
on a consistent basis during the periods involved (except as may be indicated in
the notes  thereto and except in the  unaudited  financial  statements as may be
permitted by Form 10-Q),  the  consolidated  financial  position of TGLN and its
consolidated subsidiaries as of the dates thereof and their consolidated results
of operations  and cash flows for the periods then ended (subject to normal year
end adjustments in the case of any unaudited interim financial  statements which
were not and are not expected to be material to TGLN).

3.12 No Undisclosed Material Liabilities.

     There  are no  liabilities  of  TGLN or any  TGLN  Subsidiary  of any  kind
whatsoever,  whether accrued, contingent,  absolute, determined or determinable,
and  no  existing  condition,  situation  or set of  circumstances  which  could
reasonably result in such a liability, other than:

     (a) liabilities recorded in full or reserved for in the unaudited financial
     statements  included in the TGLN Exchange Act Documents  filed with respect
     to the periods ended September 30, 2009 ("TGLN Balance Sheet Date"); and

     (b)  liabilities  incurred in the  ordinary  course of the business of TGLN
     consistent  with past practice  since the TGLN Balance Sheet Date,  none of
     which has or may  reasonably  be expected to have,  individually  or in the
     aggregate,   a  material  adverse  effect  on  the  business,   results  of
     operations,  or financial condition of TGLN and its subsidiaries taken as a
     whole.  In this regard,  at Closing TGLN shall  provide to  Stockholders  a
     current list of creditors of TGLN.

              ARTICLE FOUR: COVENANTS OF STOCKHOLDERS AND STERLING

4.1 Fulfillment of Closing Conditions.

     At and prior to the Closing,  the Stockholders  shall cause Sterling to use
commercially  reasonable  efforts to fulfill the  conditions  specified  in this
Agreement. In connection with the foregoing,  the Stockholders shall (a) refrain
from any actions that would cause any of their representations and warranties to
be inaccurate in any material respect as of the Closing, (b) execute and deliver
the applicable  agreements and other documents referred to herein, (c) comply in
all material respects with all applicable laws in connection with its execution,
delivery  and  performance  of  this  Agreement  and the  transactions,  (d) use
commercially  reasonable  efforts  to obtain in a timely  manner  all  necessary
waivers, consents and approvals required under any laws, contracts or otherwise,
and (e) use commercially  reasonable  efforts to take, or cause to be taken, all
other  actions  and to do,  or cause to be done,  all  other  things  reasonably
necessary,  proper or advisable to consummate  and make effective as promptly as
practicable the transactions.

                                       13

4.2 Access to Information.

     From the date of this  Agreement to the  Closing,  the  Stockholders  shall
provide to TGLN and its  officers,  employees,  counsel,  accountants  and other
representatives  access  to and the right to  inspect,  during  normal  business
hours,  all of the assets,  records,  contracts and other documents  relating to
Sterling  as the other  party may  reasonably  request.  TGLN shall not use such
information  for  purposes  other  than  in  connection  with  the  transactions
contemplated by this Agreement.

4.3 No Solicitation.

     From and after the date hereof until the earlier of the Termination Date or
the date of termination  of this  Agreement  pursuant to Section 13, without the
prior written  consent of the TGLN,  the  Stockholders  shall not, and shall not
authorize or permit their  representatives to, directly or indirectly,  solicit,
initiate or encourage  (including by way of furnishing  information) or take any
other action to facilitate knowingly any inquiries or the making of any proposal
that  constitutes  or may  reasonably  be  expected  to lead  to an  Acquisition
Proposal  (defined  below)  from any  person,  or  engage in any  discussion  or
negotiations  relating  thereto  or  accept  any  Acquisition  Proposal.  If the
Stockholders receive any such inquiries,  offers or proposals,  the Stockholders
shall (a) notify  TGLN  orally and in writing of any such  inquiries,  offers or
proposals  (including  the terms and  conditions  of any such  proposal  and the
identity of the person making it), within  forty-eight (48) hours of the receipt
thereof,  (b) keep TGLN  informed of the status and details of any such inquiry,
offer or  proposal,  and (c) give  TGLN  five (5)  days'  advance  notice of any
agreement to be entered  into with,  or any  information  to be supplied to, any
person  making such  inquiry,  offer or proposal.  As used herein,  "Acquisition
Proposal"  means a proposal or offer (other than pursuant to this Agreement) for
a tender or exchange offer, merger,  consolidation or other business combination
involving  any or any  proposal  to acquire in any manner a  substantial  equity
interest  in,  or  all  or   substantially   all  of  the  assets  of  Sterling.
Notwithstanding the foregoing, the Stockholders shall remain free to participate
in any  discussions or  negotiations  regarding,  furnish any  information  with
respect to, assist or  participate  in, or  facilitate in any other manner,  any
effort or attempt by any person to do or seek any of the foregoing to the extent
their fiduciary duties may require.

4.4 Confidentiality.

     The Stockholders  agree that after receipt (a) all information  received by
TGLN pursuant to this Agreement and (b) any other  information that is disclosed
by TGLN shall be  considered  confidential  information  until such time as such
information  otherwise  becomes publicly  available.  The  Stockholders  further
agrees that they shall hold all such confidential  information in confidence and
shall not disclose any such  confidential  information to any third party except
as required by law or regulation (including the listing rules); provided that to
the extent possible TGLN shall have been provided with reasonable notice and the
opportunity  to seek a  protective  order to the extent  possible  prior to such
disclosure,  other  than  its  counsel  or  accountants  nor  shall  it use such
confidential  information  for any purpose  other than its  investment  in TGLN;
provided,  however,  that the foregoing obligation to hold in confidence and not

                                       14

to disclose confidential information shall not apply to any information that (1)
was known to the public prior to  disclosure  by TGLN,  (2) becomes known to the
public through no fault of the  Stockholders,  (3) is disclosed to Sterling on a
non-confidential  basis  by a third  party  having a legal  right  to make  such
disclosure or (4) is independently developed by Sterling.

4.5 Transfer of Assets and Business.

     The  Stockholders  shall, and shall cause Sterling to, take such reasonable
steps as may be necessary or appropriate,  in the judgment of TGLN, so that TGLN
shall be placed in actual  possession  and  control of all of the assets and the
business of Sterling, and Sterling shall be owned and operated as a wholly owned
subsidiary of TGLN.

4.6 Disclosure of Fundraising.

     The Stockholders shall disclose to TGLN any fund raising activities,  which
shall occur prior to the Closing.  Further,  the Stockholders  shall assure that
all regulations, rules and laws governing such fundraising are complied with and
that such funds will only be used in the  furtherance  of  Sterling's  corporate
purpose and business  plan.  Prior  written  approval of TGLN is required to use
funds for any other purposes.

                         ARTICLE FIVE: COVENANTS OF TGLN

5.1 Fulfillment of Closing Conditions.

     At and prior to the Closing, TGLN shall use commercially reasonable efforts
to fulfill the  conditions  specified  in this  Agreement to the extent that the
fulfillment  of such  conditions is within its control.  In connection  with the
foregoing,  TGLN shall (a) refrain  from any actions that would cause any of its
representations  and  warranties to be inaccurate in any material  respect as of
the  Closing,  (b)  execute  and deliver  the  applicable  agreements  and other
documents  referred  to herein,  (c) comply in all  material  respects  with all
applicable  laws in connection  with its execution,  delivery and performance of
this Agreement and the transactions,  (d) use commercially reasonable efforts to
obtain in a timely manner all necessary waivers, consents and approvals required
under any laws,  contracts or  otherwise,  and (e) use  commercially  reasonable
efforts to take, or cause to be taken,  all other actions and to do, or cause to
be  done,  all  other  things  reasonably  necessary,  proper  or  advisable  to
consummate and make effective as promptly as practicable the transactions.

5.2 Access to Information.

     From the date of this  Agreement  to the  Closing,  TGLN  shall  cause  the
company to provide to the Stockholders and their employees, counsel, accountants
and other  representatives  access to and the right to  inspect,  during  normal
business  hours,  all of the  assets,  records,  contracts  and other  documents
relating to TGLN as the other party may  reasonably  request.  The  Stockholders
shall not use such  information  for purposes other than in connection  with the
transactions contemplated by this Agreement.

                                       15

5.3 Confidentiality.

     TGLN agrees that after receipt (a) all information  received by it pursuant
to this  Agreement  and (b)  any  other  information  that is  disclosed  by the
Stockholders to it shall be considered confidential  information until such time
as such information  otherwise becomes publicly  available.  TGLN further agrees
that it shall hold all such confidential information in confidence and shall not
disclose any such confidential information to any third party except as required
by law or regulation (including the listing rules);  provided that to the extent
possible the  Stockholders  shall have been provided with reasonable  notice and
the opportunity to seek a protective  order to the extent possible prior to such
disclosure,  other  than  its  counsel  or  accountants  nor  shall  it use such
confidential  information for any purpose other than its investment in Sterling;
provided,  however,  that the foregoing obligation to hold in confidence and not
to disclose confidential information shall not apply to any information that (1)
was known to the public prior to  disclosure  by the  Stockholders,  (2) becomes
known to the public through no fault the Stockholders,  (3) is disclosed to TGLN
on a  non-confidential  basis by a third party having a legal right to make such
disclosure or (4) is independently developed by TGLN.

5.4 Disclosure of Fundraising.

     TGLN shall disclose to the Stockholders any fund raising activities,  which
shall  occur  prior  to  the  Closing.  Further,  TGLN  shall  assure  that  all
regulations,  rules and laws  governing such  fundraising  are complied with and
that such funds will only be used in the furtherance of TGLN's corporate purpose
and business plan. Prior written approval of the Stockholders  shall be required
to use funds for any other purposes.

                          ARTICLE SIX: MUTUAL COVENANTS

6.1 Disclosure of Certain Matters.

     The  Stockholders on the one hand, and TGLN, on the other hand,  shall give
TGLN  and  the  Stockholders,  respectively,  prompt  notice  of  any  event  or
development  that occurs  prior to the  Closing  that (a) had it existed or been
known on the date hereof would have been  required to be disclosed by such party
under this Agreement,  (b) would cause any of the representations and warranties
of such party contained herein to be inaccurate or otherwise misleading,  except
as contemplated  by the terms hereof,  or (c) gives any such party any reason to
believe  that any of the  conditions  set  forth in this  Agreement  will not be
satisfied prior to the Termination Date.

6.2 Public Announcements.

     The  Stockholders and TGLN shall consult with each other before issuing any
press release or making any public  statement with respect to this Agreement and
the transactions and, except as may be required by applicable law or regulation,
a party  hereto  shall not issue any such press  release or make any such public
statement without the consent of the other party hereto.

                                       16

6.3 Confidentiality.

     If the  transactions  are not  consummated,  each  party  shall  treat  all
information  obtained in its  investigation  of another  party or any  affiliate
thereof,  and not otherwise  known to them or already in the public  domain,  as
confidential  and shall not use or otherwise  disclose such  information  to any
third  party  except as  required by law or  regulation  (including  the listing
rules),  and shall return to such other party or affiliate all copies made by it
or its representatives of confidential  information provided by such other party
or affiliate.

               ARTICLE SEVEN: CONDITIONS PRECEDENT TO OBLIGATIONS
                          OF STOCKHOLDERS AND STERLING

     All  obligations  of  the  Stockholders  and  Sterling  to  consummate  the
Transactions  are  subject  to the  satisfaction  prior  thereto  of each of the
following conditions:

7.1 Representations and Warranties.

     The  representations  and  warranties of TGLN  contained in this  Agreement
shall be true and  correct  on the date  hereof and  (except to the extent  such
representations  and warranties  speak as of an earlier date) shall also be true
and correct on and as of the  Closing  with the same force and effect as if made
on and as of the Closing.

7.2 Agreements, Conditions and Covenants.

     TGLN shall have performed or complied with all  agreements,  conditions and
covenants  required by this  Agreement to be performed or complied with by it on
or before the Closing.

7.3 Legality.

     No law or court  order shall have been  enacted,  entered,  promulgated  or
enforced by any court or  governmental  authority  that is in effect and has the
effect of making  the  purchase  and sale of the  assets  illegal  or  otherwise
prohibiting the consummation of such purchase and sale.

           ARTICLE EIGHT: CONDITIONS PRECEDENT TO OBLIGATIONS OF TGLN

     All obligations of TGLN to consummate the  transactions  are subject to the
satisfaction (or waiver) prior thereto of each of the following conditions:

8.1 Representations and Warranties.

     The  representations  and warranties of the Stockholders  contained in this
Agreement shall be true and correct on the date hereof and (except to the extent
such  representations  and warranties speak as of an earlier date) shall also be
true and correct on and as of the Closing,  except for changes  contemplated  by
this  Agreement,  with the same  force  and  effect  as if made on and as of the
Closing.

                                       17

8.2 Agreements, Conditions and Covenants.

     The Stockholders  shall have performed or complied in all material respects
with all agreements,  conditions and covenants  required by this Agreement to be
performed or complied with by them on or before the Closing.

8.3 Legality.

     No law or court  order shall have been  enacted,  entered,  promulgated  or
enforced by any court or  governmental  authority  that is in effect and (a) has
the effect of making the  purchase  and sale of the assets  illegal or otherwise
prohibiting  the  consummation of such purchase and sale or (b) has a reasonable
likelihood of causing a material adverse effect.

                     ARTICLE NINE: POST-CLOSING OBLIGATIONS

     The Stockholders shall cause an audit, and accompanying pro forma financial
statements,  of Sterling to be  completed  within  seventy-one  (71) days of the
filing of the Form 8-K disclosing the transaction  represented by this Agreement
to comply with  applicable  provisions of Regulation S-X in connection  with the
acquisition of one company by another.

                  ARTICLE TEN: SURVIVAL OF REPRESENTATIONS AND
                           WARRANTIES; INDEMNIFICATION

10.1 Nature and Survival.

     The covenants,  representations and warranties of the parties hereunder and
all documents  delivered  pursuant hereto shall survive the Closing for a period
of twelve (12) months following the Closing and all inspections, examinations or
audits on behalf of the parties whether conducted before or after the Closing.

10.2 Stockholders and Sterling Indemnification.

     (a) Subject to Section 10.3, each Stockholder  agrees to indemnify and hold
     harmless TGLN against and in respect of its pro rata share  (determined  on
     the basis of the  percentage  of the total  number of shares of TGLN Shares
     that were issued to such Stockholder) of any and all Damages. "Damages," as
     used herein, shall include any claim, action,  demand, loss, cost, expense,
     liability (joint or several), penalty and other damage, including,  without
     limitation, reasonable counsel fees and other costs and expenses reasonably
     incurred in  investigation or in attempting to avoid the same or oppose the
     imposition  thereof or in enforcing this indemnity,  resulting to TGLN from
     (i) any  inaccurate  representation  made by or on behalf of  Sterling or a
     Stockholder  in  this  Agreement  or  any  certificate  or  other  document
     referenced  in, this  Agreement and  delivered  pursuant  hereto,  (ii) the
     breach  of any of the  warranties  or  agreements  made by or on  behalf of
     Sterling or a Stockholder  in this  Agreement or any  certificate  or other

                                       18

     document  referenced in this Agreement and delivered  pursuant  hereto,  or
     (iii) the breach or default in the  performance  by a Stockholder of any of
     the obligations to be performed by any of them hereunder.

     (b) If any claim shall be asserted  against TGLN by a third party for which
     TGLN  intends  to seek  indemnification  from the  Stockholders  under this
     Section 10.2,  TGLN shall given written notice to the  Stockholders  of the
     nature  of the  claim  asserted  within  forty-five  (45)  days  after  any
     executive  officer of TGLN learns of the assertion  thereof and  determines
     that TGLN may have a right of indemnification with respect thereto, but the
     failure  to give this  notice  will not  relieve  the  Stockholders  of any
     liability hereunder in respect of this claim. TGLN shall have the exclusive
     right to conduct,  through  counsel of its own  choosing,  which counsel is
     approved  by the  Stockholders  (which  approval  may  not be  unreasonably
     withheld),  the defense of any such claim or action,  and may compromise or
     settle such  claims or actions  with the prior  consent of the  Stockholder
     Representative (which shall not be unreasonably withheld).

10.3 Satisfaction of Stockholders and Sterling Indemnification.

     (a) Any Damages incurred, paid or borne by TGLN for which it is entitled to
     indemnification from any Stockholder under this Section shall be satisfied,
     in whole or in part,  solely  by such  Stockholder  delivering  to TGLN for
     cancellation,  shares of TGLN Common Stock, without further recourse to any
     Stockholder;  provided,  however,  that each Stockholder's  indemnification
     obligation  shall be unlimited (and shall be satisfied by a cash payment to
     the extent  that TGLN  Shares  are  insufficient)  with  respect to Damages
     arising out of the intentional fraud of such Stockholder. In the event that
     any Stockholder elects to return TGLN Shares to satisfy any indemnification
     obligation,  each such TGLN Shares  shall be valued at its  Current  Market
     Value (as defined  below) as of the date such shares are  tendered to TGLN.
     Such Seller shall also pay or reimburse TGLN for the out-of-pocket expenses
     (including without limitation any fees payable to the transfer agent of the
     shares) of canceling such returned shares.

     (b) "Current Market Value" of the TGLN Common Stock as of a particular date
     shall mean the average of the price of a share of TGLN  Shares,  determined
     on the  basis  of the last  reported  sales  price on the  Over-the-Counter
     Bulletin  Board for the ten (10)  consecutive  trading days  preceding such
     date  ("Measurement  Days");  or,  if such  shares  are not  traded  on the
     Over-the-Counter   Bulletin  Board,   the  Current  Market  Value  will  be
     determined by an  independent  reputable  valuation  and appraisal  company
     mutually agreed upon by TGLN and the Stockholders (which appraiser shall be
     instructed  to  disregard  any  minority  interest  discount),  and  if  no
     agreement can be reached within a thirty (30)-day period, by the average of
     the two  Current  Market  Values as  determined  by  independent  reputable
     valuation  and  appraisal  companies  retained  by  each  of  TGLN  and the
     Stockholders;  provided,  however,  that the aggregate fees and expenses of
     any such independent  valuation and appraisal company or companies shall be
     shared evenly between TGLN, on the one hand, and the  Stockholders,  on the
     other.

                                       19

10.4 TGLN Indemnification.

     (a) Subject to  subsection  (b) below,  TGLN shall  indemnify  and hold the
     Stockholders   and  Sterling   harmless  against  and  in  respect  of  all
     Stockholders  and Sterling  Damages.  "Stockholders  and Sterling  Damages"
     shall mean any claim, action, demand, loss, cost, expense, liability (joint
     or  several),  penalty and other  damage,  including,  without  limitation,
     reasonable counsel fees, and other costs and expenses  reasonably  incurred
     in  investigating  or in  attempting  to  avoid  the  same  or  oppose  the
     imposition  thereof  or  in  enforcing  this  indemnity,   resulting  to  a
     Stockholder  from (i) any  inaccurate  representation  made by TGLN in this
     Agreement or any certificate or other document referenced in this Agreement
     and delivered by it pursuant  hereto,  (ii) breach of any of the warranties
     or agreements  made by TGLN in this  Agreement or any  certificate or other
     document  referenced in this Agreement and delivered by it pursuant hereto,
     or  (iii)  breach  or  default  in the  performance  by  TGLN of any of the
     obligations  to be  performed  by TGLN  hereunder.  TGLN  agrees  to pay or
     reimburse the  Stockholders  for any payment made or amount payable or loss
     suffered  or incurred  by the  Stockholders  at any time from and after the
     Closing  in  respect  of any  Stockholder  Damages  to which the  foregoing
     indemnity relates.

     (b) If any claim shall be asserted against the Stockholders and/or Sterling
     by a third party for which the Stockholders  and/or Sterling intend to seek
     indemnification  from TGLN under this Section 10.4, the Stockholders  shall
     given  written  notice to TGLN of the nature of the claim  asserted  within
     forty-five (45) days after the Stockholders  learn of the assertion thereof
     and determines  that the  Stockholders  and/or Sterling may have a right of
     indemnification  with respect thereto,  but the failure to give this notice
     will not relieve TGLN of any liability  hereunder in respect of this claim.
     the Stockholders and/or Sterling shall have the exclusive right to conduct,
     through  counsel of their own  choosing,  which counsel is approved by TGLN
     (which approval may not be unreasonably withheld),  the defense of any such
     claim or action,  and may  compromise or settle such claims or actions with
     the prior consent of TGLN (which shall not be unreasonably withheld).

10.5 Satisfaction of TGLN Indemnification.

     Any Stockholder  Damages  incurred,  paid or borne by a Stockholder  and/or
Sterling  for which it is  entitled  to  indemnification  from TGLN  under  this
Section shall be satisfied,  in whole or in part,  solely by TGLN  delivering to
the  Stockholders,  additional  shares of TGLN common  stock up to an  aggregate
maximum for all  Stockholders  of ten percent (10%) of the amount of TGLN Shares
delivered on the Closing,  without further recourse to TGLN; provided,  however,
that  TGLN's  indemnification  obligation  shall be  unlimited  with  respect to
Stockholder  Damages  arising out of the common-law  fraud of TGLN. In the event
that  TGLN  elects  to  deliver  shares  of TGLN  common  stock to  satisfy  any
indemnification obligation, each such share of TGLN common stock shall be valued
at its Current Market Value as of the date such shares are tendered by TGLN.

                                       20

10.6 John Fleming Indemnification.

     As part of this  Agreement  TGLN, by and through Board Member John Fleming,
shall indemnify the Stockholders  and Sterling  regarding any debts of TGLN that
existing on the date of this Agreement.

                           ARTICLE ELEVEN: TERMINATION

11.1 Grounds for Termination.

     This  Agreement may be  terminated  at any time before the Closing:

     (a) By mutual  written  consent of the  Stockholders  and TGLN;

     (b) By the  Stockholders  or TGLN;  provided,  however,  that the  right to
     terminate this Agreement  shall not be available to any party whose failure
     to fulfill any  obligation  under this  Agreement has been the cause of, or
     resulted in, the failure of the Closing to occur;

     (c) By the  Stockholders  or TGLN if a court of competent  jurisdiction  or
     governmental,  regulatory or administrative agency or commission shall have
     issued a court order (which court order the parties shall use  commercially
     reasonable  efforts  to  lift)  that  permanently  restrains,   enjoins  or
     otherwise  prohibits  the  transactions,  and such court  order  shall have
     become final and non-appealable;

     (d) By TGLN, if the Stockholders  shall have breached,  or failed to comply
     with, any of its obligations under this Agreement or any  representation or
     warranty made by the Stockholders  shall have been incorrect when made, and
     such breach,  failure or  misrepresentation is not cured within twenty (20)
     days after notice  thereof,  including  failure to keep the TGLN current in
     its filings and honor existing agreements; and

     (e) By the Stockholders,  if TGLN shall have breached,  or failed to comply
     with any of its obligations  under this Agreement or any  representation or
     warranty made by it shall have been  incorrect  when made, and such breach,
     failure or  misrepresentation  is not cured  within  twenty (20) days after
     notice  thereof,  and in  either  case,  any  such  breaches,  failures  or
     misrepresentations,  individually  or in the  aggregate,  results  or would
     reasonably be expected to affect  materially  and adversely the benefits to
     be received by the Stockholders hereunder.

11.2 Effect of Termination.

     If this  Agreement is terminated  pursuant to Section 13.1,  the agreements
contained in Section 6.3 shall survive the termination  hereof and any party may
pursue any legal or equitable remedies that may be available if such termination
is based on a breach of another party.

                                       21

                    ARTICLE TWELVE: MISCELLANEOUS PROVISIONS

12.1 Expenses.

     Each party shall pay all costs and  expenses  incurred or to be incurred by
it in  negotiating  and preparing this Agreement and in signing and carrying out
the transactions contemplated by this Agreement.

12.2 Entire Agreement; Amendment.

     This Agreement  constitutes  the entire  agreement among the parties hereto
with respect to the subject matter hereof and thereof. This Agreement supersedes
all prior agreements and understandings among the parties hereto with respect to
the subject  matter  hereof and thereof.  There are no  restrictions,  promises,
warranties or undertakings, other than those set forth or referred to herein and
therein.  This  Agreement  may be amended,  modified or  supplemented  only by a
written instrument duly executed by each of the parties hereto.

12.3 Benefits; Successors.

     This  Agreement  shall be binding  upon and inure to the  benefit of and be
enforceable  by the  respective  heirs,  legal  representatives,  successors and
permitted  assigns of the parties.  Nothing in this  Agreement  shall confer any
rights upon any person other than the Stockholders and TGLN and their respective
heirs, legal representatives, successors and permitted assigns.

12.4 Assignment; Waiver.

     No party  hereto  shall  assign  this  Agreement  or any right,  benefit or
obligation  hereunder.  Any term or provision of this Agreement may be waived at
any time by the party  entitled to the benefit  thereof by a written  instrument
duly executed by such party. However, failure of any party to exercise any right
or remedy under this  Agreement or otherwise,  or delay by a party in exercising
such right or remedy, shall not operate as a waiver thereof.

12.5 Further Assurances.

     At and after the  Closing,  the  Stockholders  and TGLN shall  execute  and
deliver any and all  documents  and take any and all other  actions  that may be
deemed  reasonably  necessary  by  their  respective  counsel  to  complete  the
transactions.

12.6 Rights Cumulative; Waivers.

     The rights of each of the parties under this Agreement are cumulative.  The
rights of each of the parties  hereunder shall not be capable of being waived or
varied other than by an express  waiver or variation in writing.  Any failure to
exercise or any delay in  exercising  any of such rights  shall not operate as a
waiver or  variation of that or any other such right.  Any  defective or partial
exercise of any of such rights shall not preclude any other or further  exercise

                                       22

of that or any other such right.  No act or course of conduct or  negotiation on
the part of any party shall in any way preclude such party from  exercising  any
such right or constitute a suspension or any variation of any such right.

12.7 Interpretation.

     Unless the  context  of this  Agreement  clearly  requires  otherwise,  (a)
references to the plural include the singular, the singular the plural, the part
the whole,  (b) references to any gender  include all genders,  (c) "or" has the
inclusive   meaning   frequently   identified  with  the  phrase  "and/or,"  (d)
"including" has the inclusive meaning frequently identified with the phrase "but
not limited to" and (e)  references to  "hereunder"  or "herein"  relate to this
Agreement.  The section and other  headings  contained in this Agreement are for
reference purposes only and shall not control or affect the construction of this
Agreement or the  interpretation  thereof in any respect.  Section,  subsection,
Schedule  and  Exhibit   references  are  to  this  Agreement  unless  otherwise
specified.  Each  accounting term used herein that is not  specifically  defined
herein shall have the meaning given to it under GAAP. Any reference to a party's
being  satisfied with any  particular  item or to a party's  determination  of a
particular  item presumes  that such  standard will not be achieved  unless such
party shall be  satisfied or shall have made such  determination  in its sole or
complete discretion.

12.8 Severability.

     If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or  enforceability  of any  provision  of this  Agreement  in any other
jurisdiction.

12.9 Counterparts.

     This Agreement may be executed in two or more  counterparts,  each of which
shall be binding  as of the date first  written  above,  and all of which  shall
constitute  one and the same  instrument.  Each  such  copy  shall be  deemed an
original.

12.10 Notices.

     All notices that are required or  permitted  hereunder  shall be in writing
and shall be  sufficient  if  personally  delivered  or sent by mail,  facsimile
message or Federal  Express or other  delivery  service.  Any  notices  shall be
deemed  given upon the  earlier of the date when  received  at, or the third day
after the date when sent by  registered  or certified  mail or the day after the
date when sent by Federal Express to, the address or fax number set forth below,
unless  such  address  or fax  number is  changed  by notice to the other  party
hereto:

                                       23

     If to Stockholders and Sterling:

     Sterling Yacht Sales, Inc.
     2351 N.E. 48th Court
     Lighthouse Point, Florida 33064
     Attention: Glenn W. McMachen, Sr., President
     Telephone: (954) 257-5870
     Facsimile: (954) 420-0068

     If to TGLN:

     TBC Global News Network, Inc.
     130 West Kentucky Avenue
     Franklin, Kentucky 42134
     Attention: John Fleming, Chief Executive Officer
     Telephone: (270) 586-0280
     Facsimile: (270) 778-0001

     With copies to:

     Brian F. Faulkner, A Professional Law Corporation
     27127 Calle Arroyo, Suite 1923
     San Juan Capistrano, California 92675
     Attention:  Brian F. Faulkner, Esq.
     Telephone: (949) 240-1361
     Facsimile: (949) 240-1362

12.11 Governing Law; Venue.

     The laws of the State of Nevada  shall  govern  all issues  concerning  the
relative rights of the Company and its  stockholders.  All other questions shall
be  governed  by and  interpreted  in  accordance  with the laws of the State of
Nevada without regard to the principles of conflict of laws. Each of the Parties
hereto  agrees that any action or suit which may be brought by any Party  hereto
against  any  other  Party  hereto in  connection  with  this  Agreement  or the
transactions contemplated hereby may be brought only in a federal or state court
in Clark County, Nevada.

12.12 Attorneys' Fees and Costs

     In the event there is a dispute  arising out of or pertaining to the within
Agreement, the Parties agree that the prevailing party in any such dispute shall
be entitled to the reasonable  court costs and attorneys' fee as determined by a
court of law.

                                       24

     IN WITNESS WHEREOF,  this Agreement has been executed by the parties hereto
as of the day and year first written above.

                                       TBC GLOBAL NEWS NETWORK, INC.


                                       By: /s/ John Fleming
                                          --------------------------------------
                                       John Fleming, Chief Executive Officer

                                       STERLING YACHT SALES, INC.


                                       By: /s/ Glenn W. McMachen, Sr.
                                          --------------------------------------
                                       Glenn W. McMachen, Sr., President

                                       STOCKHOLDERS


                                       /s/ Glenn W. McMachen, Sr.
                                       -----------------------------------------
                                       Glenn W. McMachen, Sr.


                                       /s/ Arlene McMachen
                                       -----------------------------------------
                                       Arlene McMachen

                                       25

EX-3.1

                                                                     Exhibit 3.1


                           ARTICLES OF INCORPORATION
                              (PURSUANT TO NRS 78)



                           
1. Name of
   Corporation:               Syconet,com,  Inc.

2. Resident Agent             The Corporation Trust Company of Nevada
   Name and Street            Name
   Address:
                              6100 Neil Road, Suite 500      Reno              NEVADA 89511
                              Address                        City                Zip Code

                              Optional Mailing Address       City     State      Zip Code

3. Shares:
                              Number of shares                                      Number of shares
                              with par value: 500,000,000    Par value: $0.001      without par value: 0

4. Names & Addresses,         The First Board of  Directors/Trustees  shall consist of 1 member
   of Board of                whose names and addresses are as follows:
   Directors/Trustees:
                              1. Gary Fox
                                 Name

                                 5020 Campus Drive      Newport Beach      CA         92660
                                 Street Address             City          State      Zip Code

                              2.
                                 Name

                                 Street Address             City      State      Zip Code

5. Purpose:                   The purpose of this Corporation shall be: Consulting services

6. Other Matters:             Number of addition pages: 0

7. Names, Address             Susan Wheeler                              /s/ Susan Wheeler
   and Signature of           Name                                           Signature
   Incorporators:
                              818 W. Seventh Street, 2nd Floor   Los Angeles     CA         90017
                              Address                             City          State      Zip Code

8. Certificate of             The  Corporation  Trust Company of Nevada hereby accept  appointment as Resident
   Acceptance of              Agent for the above named corporation
   Appointment of
   Resident Agent:            /s/ Scott Ferraro                                              12/19/01
                              Authorized Signature of R. A. or On Behalf of R. A. Company        Date

EX-3.2

                                                                     Exhibit 3.2

                           CERTIFICATE OF AMENDMENT TO
                            ARTICLES OF INCORPORATION
                          FOR NEVADA PROFIT CORPORATION
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation: Syconet.com, Inc.

2. The  articles  have been  amended as follows  (provide  article  numbers,  if
available):

     Article I.  Name of Corporation: Point Group Holdings, Incorporated.

3.  The  vote by  which  the  stockholders  holding  shares  in the  corporation
entitling  them to  exercise at least a majority  of the voting  power,  or such
greater  proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation  have voted in favor of the amendment is: 108,962,800 *

4. Officer Signature (Required)


/s/ John  Fleming                            /s/ John  Fleming
---------------------------------            ---------------------------------
President                                    Secretary

November 21, 2002

* If any proposed amendment would alter or change any preference or any relative
or other  right  given to any class or series of  outstanding  shares,  then the
amendment  must be approved by the vote,  in  addition to the  affirmative  vote
otherwise  required,  of the  holders of shares  representing  a majority of the
voting power of each class or series  affected by the  amendment  regardless  of
limitations or restrictions on the voting power thereof.

EX-3.3

                                                                     Exhibit 3.3

                            CERTIFICATE OF AMENDMENT
                          TO ARTICLES OF INCORPORATION
                                       OF
                       POINT GROUP HOLDINGS, INCORPORATED

I, John Fleming, certify that:

     1. The original  articles of  incorporation  of the Company were filed with
the Office of the Secretary of State on December 19, 2001.

     2. Pursuant to a unanimous written consent of the Board of Directors of the
Company,  the Company hereby adopts the following  amendments to the Articles of
Incorporation of this Company:

     New provisions are added under Article 5 as follows:

     (a) An  increase  in the  authorized  capital  stock of the  Company can be
     approved by the Board of Directors without shareholder consent.

     (b) A decrease in the issued and outstanding common stock of the Company (a
     reverse  split)  can  be  approved  by  the  Board  of  Directors   without
     shareholder consent.

3. A majority of the shareholders of the common stock of the Company approved of
these amendments to the Articles of Incorporation by written consent.


March 5, 2003                                /s/ John Fleming
                                             -----------------------------------
                                             John Fleming, President

EX-3.4

                                                                     Exhibit 3.4

              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                            CERTIFICATE OF AMENDMENT
                          TO ARTICLES OF INCORPORATION
                                       OF
                       POINT GROUP HOLDINGS, INCORPORATED

I, John Fleming, certify that:

1. The  original  articles of  incorporation  of the Company were filed with the
Office of the Secretary of State on December 19, 2001.

2.  Pursuant to a unanimous  written  consent of the Board of  Directors  of the
Company,  the Company hereby adopts the following  amendments to the Articles of
Incorporation of this Company:

Article 3 is amended to read as follows:

Number of shares of common stock with par value: 900,000,000.

3.  Consent  of the  shareholders  of the  Company  was not  required  since the
Articles of  Incorporation of the Company,  as amended,  provide under Article 5
that an increase in the authorized  capital stock of the Company can be approved
by the Board of Directors without shareholder consent.


Dated: July 11, 2003                         /s/  John Fleming
                                             -----------------------------------
                                             John Fleming, President

EX-3.5

                                                                     Exhibit 3.5

                            CERTIFICATE OF AMENDMENT
                          TO ARTICLES OF INCORPORATION
                                       OF
                       POINT GROUP HOLDINGS, INCORPORATED

I, John Fleming, certify that:

     1. The original  articles of  incorporation  of the Company were filed with
the Office of the Secretary of State on December 19, 2001.

     2. Pursuant to a unanimous written consent of the board of directors of the
Company,  the Company hereby adopts the following  amendments to the Articles of
Incorporation of this Company:

     Article 1 is amended to read as follows:

          Name of corporation is GameZnFlix, Inc.

     3. The vote by which the  stockholders  holding  shares in the  corporation
entitling  them to  exercise at least a majority  of the voting  power,  or such
greater  proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation  have  voted in favor of the  amendment  by  written  consent  is:
246,222,800.


Dated: January 26, 2004.                     /s/  John Fleming
                                             -----------------------------------
                                             John Fleming, President

EX-3.6

                                                                     Exhibit 3.6

                           CERTIFICATE OF AMENDMENT TO
                            ARTICLES OF INCORPORATION
                          FOR NEVADA PROFIT CORPORATION
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation: GameZnFlix, Inc.

2. The  articles  have been  amended as follows  (provide  article  numbers,  if
available):

Article 3 is amended to read as follows:

Number of shares of common stock with par value: 2,000,000,000.

3.  The  vote by  which  the  stockholders  holding  shares  in the  corporation
entitling  them to  exercise at least a majority  of the voting  power,  or such
greater  proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation  have voted in favor of the  amendment  is:  Consent not  required
under Article 5.

4. Effective date of filing (optional):
                 (must not be later than 90 days after the certificate is filed)


5. Officer Signature (required):           /s/ John Fleming
                                           -------------------------------------
                                           John Fleming, Chief Executive Officer


December 16, 2004.

EX-3.7

                                                                     Exhibit 3.7

                           CERTIFICATE OF AMENDMENT TO
                            ARTICLES OF INCORPORATION
                          FOR NEVADA PROFIT CORPORATION
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation: GameZnFlix, Inc.

2. The  articles  have been  amended as follows  (provide  article  numbers,  if
available):

Article 3 is amended to read as follows:

Number of shares of common stock with par value: 4,000,000,000.

3.  The  vote by  which  the  stockholders  holding  shares  in the  corporation
entitling  them to  exercise at least a majority  of the voting  power,  or such
greater  proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation  have voted in favor of the  amendment  is:  Consent not  required
under Article 5.

4. Effective date of filing (optional):
                 (must not be later than 90 days after the certificate is filed)


5. Officer Signature (required):           /s/ John Fleming
                                           -------------------------------------
                                           John Fleming, Chief Executive Officer


July 19, 2005.

EX-3.8

                                                                     Exhibit 3.8

                           CERTIFICATE OF AMENDMENT TO
                            ARTICLES OF INCORPORATION
                          FOR NEVADA PROFIT CORPORATION
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation: GameZnFlix, Inc.

2. The  articles  have been  amended as follows  (provide  article  numbers,  if
available):

Article 3 is amended to read as follows:

Number of shares of common stock with par value: 25,000,000,000.

3.  The  vote by  which  the  stockholders  holding  shares  in the  corporation
entitling  them to  exercise at least a majority  of the voting  power,  or such
greater  proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation  have voted in favor of the  amendment  is:  Consent not  required
under Article 5.

4. Effective date of filing (optional):
                 (must not be later than 90 days after the certificate is filed)


5. Officer Signature (required):           /s/ John Fleming
                                           -------------------------------------
                                           John Fleming, Chief Executive Officer


March 21, 2006.

EX-3.9

                                                                     Exhibit 3.9

                           CERTIFICATE OF AMENDMENT TO
                            ARTICLES OF INCORPORATION
                          FOR NEVADA PROFIT CORPORATION
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation: GameZnFlix, Inc.

2. The  articles  have been  amended as follows  (provide  article  numbers,  if
available):

Article 3 is amended to read as follows:

The total  number of shares of all  classes  which the  Corporation  shall  have
authority  to issue is Five  Billion One  Hundred  Ten Million  (5,110,000,000),
consisting of Five Billion  (5,000,000,000) shares of common stock, par value of
$0.001 per share,  One Hundred Million  (100,000,000)  shares of Series B common
stock,  par value of $0.001 per share,  and Ten Million  (10,000,000)  shares of
preferred stock, par value of $0.001 per share.

3.  The  vote by  which  the  stockholders  holding  shares  in the  corporation
entitling  them to  exercise at least a majority  of the voting  power,  or such
greater  proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation  have voted in favor of the amendment is: 20,952,342  (61.39%)* 4.

Effective date of filing (optional):
                 (must not be later than 90 days after the certificate is filed)


5. Officer Signature (required):           /s/ John Fleming
                                           -------------------------------------
                                           John Fleming, Chief Executive Officer


December 10, 2007.

EX-3.10

                                                                    Exhibit 3.10

                           CERTIFICATE OF AMENDMENT TO
                            ARTICLES OF INCORPORATION
                          FOR NEVADA PROFIT CORPORATION
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation: GameZnFlix, Inc.

2. The  articles  have been  amended as follows  (provide  article  numbers,  if
available):

     Article 1:

     "The name of this corporation is: TBC Global News Network, Inc."

3.  The  vote by  which  the  stockholders  holding  shares  in the  corporation
entitling  them to  exercise at least a majority  of the voting  power,  or such
greater  proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 72%.

4. Effective date of filing (optional):
                 (must not be later than 90 days after the certificate is filed)


5.  Officer Signature (required):             /s/ John Fleming
                                              ----------------------------------
                                              John Fleming, CEO


May 7, 2009.

EX-3.11

                                                                    Exhibit 3.11

                                     BY-LAWS
                                       OF
                       SYCO COMICS AND DISTRIBUTION, INC.

                                    ARTICLE I
                                     OFFICES

     SECTION 1. REGISTERED  OFFICE. - The registered office shall be established
and  maintained at c/o United  Corporate  Services,  Inc., 15 East North Street,
Dover,  Delaware  19901  and  United  Corporate  Services,  Inc.  shall  be  the
registered agent of this corporation in charge thereof.

     SECTION 2. OTHER OFFICES. - The corporation may have other offices,  either
within or without the State of Delaware, at such place or places as the Board of
Directors may from time to time appoint or the business of the  corporation  may
require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     SECTION 1.  ANNUAL  MEETINGS.  - Annual  meetings of  stockholders  for the
election of directors and for such other business as may be stated in the notice
of the meeting,  shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors, by resolution,
shall  determine  and as set forth in the  notice of  meeting.  In the event the
Board of Directors  fails to so determine  the time,  date and place of meeting,
the annual meeting of stockholders shall be held at the registered office of the
corporation in Delaware.

     If the date of the  annual  meeting  shall fall upon a legal  holiday,  the
meeting  shall be held on the  next  succeeding  business  day.  At each  annual
meeting, the stockholders  entitled to vote shall elect a Board of Directors and
they may transact such other corporate business as shall be stated in the notice
of the meeting.

     SECTION 2. OTHER MEETINGS. - Meetings of stockholders for any purpose other
than the  election of  directors  may be held at such time and place,  within or
without the State of Delaware, as shall be stated in the notice of the meeting.

     SECTION 3. VOTING. - Each  stockholder  entitled to vote in accordance with
the  terms  of the  Certificate  of  Incorporation  and in  accordance  with the
provisions  of these By- Laws  shall be  entitled  to one vote,  in person or by
proxy, for each share of stock entitled to vote held by such stockholder, but no
proxy shall be voted after three years from its date unless such proxy  provides
for a longer period. Upon the demand of any stockholder,  the vote for directors
and the vote upon any  question  before  the  meeting  shall be by  ballot.  All

elections for directors  shall be decided by plurality vote; all other questions
shall  be  decided  by  majority  vote  except  as  otherwise  provided  by  the
Certificate of Incorporation or the laws of the State of Delaware.

     A  complete  list of the  stockholders  entitled  to  vote  at the  ensuing
election,  arranged in  alphabetical  order,  with the address of each,  and the
number  of  shares  held  by  each,  shall  be open  to the  examination  of any
stockholder,  for any purpose germane to the meeting,  during ordinary  business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held,  which place shall be specified
in the notice of the meeting,  or, if not so  specified,  at the place where the
meeting is to be held.  The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof,  and may be inspected by any
stockholder who is present.

     SECTION  4.  QUORUM.  -  Except  as  otherwise  required  by  law,  by  the
Certificate of Incorporation or by these By-Laws, the presence,  in person or by
proxy,  of  stockholders  holding a  majority  of the  stock of the  corporation
entitled to vote shall constitute a quorum at all meetings of the  stockholders.
In case a quorum shall not be present at any meeting,  a majority in interest of
the stockholders entitled to vote thereat,  present in person or by proxy, shall
have power to adjourn the meeting from time to time,  without  notice other than
announcement  at the meeting,  until the requisite  amount of stock  entitled to
vote shall be  present.  At any such  adjourned  meeting at which the  requisite
amount of stock  entitled  to vote shall be  represented,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
noticed;  but  only  those  stockholders  entitled  to  vote at the  meeting  as
originally  noticed shall be entitled to vote at any adjournment or adjournments
thereof.

     SECTION 5. SPECIAL MEETINGS. - Special meetings of the stockholders for any
purpose  or  purposes  may  be  called  by the  President  or  Secretary,  or by
resolution of the directors.

     SECTION 6. NOTICE OF MEETINGS.  - Written notice,  stating the place,  date
and  time  of  the  meeting,  and  the  general  nature  of the  business  to be
considered,  shall be given to each stockholder  entitled to vote thereat at his
address as it appears on the records of the  corporation,  not less than ten nor
more than fifty days before the date of the meeting. No business other than that
stated in the notice shall be  transacted  at any meeting  without the unanimous
consent of all the stockholders entitled to vote thereat.

     SECTION 7.  ACTION  WITHOUT  MEETING.  - Unless  otherwise  provided by the
Certificate of  Incorporation,  any action required to be taken at any annual or
special meeting of stockholders,  or any action which may be taken at any annual
or special  meeting,  may be taken  without a meeting,  without prior notice and
without a vote,  if a consent  in  writing,  setting  forth the action so taken,
shall be signed by the  holders of  outstanding  stock  having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares  entitled  to vote  thereon  were  present  and
voted.  Prompt notice of the taking of the corporate action without a meeting by
less than unanimous  written  consent shall be given to those  stockholders  who
have not consented in writing.

                                       2

                                   ARTICLE III
                                    DIRECTORS

     SECTION 1. NUMBER AND TERM. - The number of  directors  shall be seven (7).
At any time  that  there  are less  than  three  (3)  directors,  the  number of
directors may not be less than the number of  shareholders.  The directors shall
be elected at the annual meeting of the  stockholders and each director shall be
elected to serve  until his  successor  shall be elected  and shall  qualify.  A
director need not be a stockholder.

     SECTION 2.  RESIGNATIONS.  - Any  director,  member of a committee or other
officer may resign at any time. Such resignation  shall be made in writing,  and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the  President  or  Secretary.  The  acceptance  of a
resignation shall not be necessary to make it effective.

     SECTION  3.  VACANCIES.  - If the  office  of  any  director,  member  of a
committee or other officer  becomes vacant,  the remaining  directors in office,
though less than a quorum by a majority vote,  may appoint any qualified  person
to fill such vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen.

     SECTION 4. REMOVAL.  - Any director or directors may be removed  either for
or  without  cause  at any  time by the  affirmative  vote of the  holders  of a
majority  of all the shares of stock  outstanding  and  entitled  to vote,  at a
special  meeting of the  stockholders  called for the purpose and the  vacancies
thus created may be filled,  at the meeting held for the purpose of removal,  by
the affirmative vote of a majority in interest of the  stockholders  entitled to
vote.

     SECTION 5. INCREASE OF NUMBER.  The number of directors may be increased by
amendment  of  these  By-Laws  by the  affirmative  vote  of a  majority  of the
directors,  though less than a quorum, or, by the affirmative vote of a majority
in interest of the  stockholders,  at the annual meeting or at a special meeting
called for that purpose, and by like vote the additional directors may be chosen
at such  meeting to hold office  until the next annual  election and until their
successors are elected and qualify.

     SECTION 6.  POWERS.  - The Board of  Directors  shall  exercise  all of the
powers of the  corporation  except such as are by law, or by the  Certificate of
Incorporation of the corporation or by these By-Laws  conferred upon or reserved
to the stockholders.

     SECTION 7.  COMMITTEES.  - The Board of  Directors  may, by  resolution  or
resolutions  passed by a  majority  of the whole  board,  designate  one or more
committees,  each  committee  to consist of two or more of the  directors of the
corporation.  The board may designate one or more directors as alternate members
of any  committee,  who may  replace  any absent or  disqualified  member at any
meeting of the committee.  In the absence or  disqualification  of any member or
such committee or committees,  the member or members thereof present at any such
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously  appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.

                                       3

     Any such  committee,  to the extent provided in the resolution of the Board
of Directors, or in these By-Laws, hall have and may exercise all the powers and
authority  of the Board of  Directors  in the  management  of the  business  and
affairs of the corporation,  and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power of authority in reference to amending the  Certificate  of  Incorporation,
adopting  an  agreement  of  merger  or   consolidation,   recommending  to  the
stockholders  the sale,  lease or  exchange of all or  substantially  all of the
corporation's   property  and  assets,   recommending  to  the   stockholders  a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-Laws of the  corporation;  and unless the resolution,  these By-Laws,  or the
Certificate of Incorporation  expressly so provide, no such committee shall have
the power or  authority  to declare a dividend or to  authorize  the issuance of
stock.

     SECTION 8. MEETINGS.  - The newly elected Board of Directors may hold their
first meeting for the purpose of  organization  and the transaction of business,
if  a  quorum  be  present,   immediately   after  the  annual  meeting  of  the
stockholders;  or the time and place of such meeting may be fixed by consent, in
writing, of all the directors.

     Unless  restricted  by the  incorporation  document or  elsewhere  in these
By-Laws,  members of the Board of Directors or any committee  designated by such
Board  may  participate  in a meeting  of such  Board or  committee  by means of
conference  telephone or similar  communications  equipment allowing all persons
participating in the meeting to hear each other at the same time.  Participation
by such means shall constitute presence in person at such meeting.

     Regular meetings of the Board of Directors may be scheduled by a resolution
adopted by the Board.  The  Chairman of the Board or the  President or Secretary
may call,  and if requested by any two directors,  must call special  meeting of
the Board and give five days' notice by mail, or two days' notice  personally or
by  telegraph  or cable to each  director.  The Board of  Directors  may hold an
annual  meeting,  without  notice,  immediately  after  the  annual  meeting  of
shareholders.

     SECTION 9. QUORUM.  - A majority of the directors shall constitute a quorum
for the  transaction of business.  If at any meeting of the board there shall be
less than a quorum present,  a majority of those present may adjourn the meeting
from time to time until a quorum is obtained, and no further notice thereof need
be given other than by announcement at the meeting which shall be so adjourned.

     SECTION 10.  COMPENSATION.  - Directors shall not receive any stated salary
for their services as directors or as members of  committees,  but by resolution
of the  board  a  fixed  fee and  expenses  of  attendance  may be  allowed  for
attendance  at each  meeting.  Nothing  herein  contained  shall be construed to
preclude any director from serving the  corporation  in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.

     SECTION 11. ACTION WITHOUT  MEETING.  - Any action required or permitted to
be taken at any meeting of the Board of Directors,  or of any committee  therof,

                                       4

may be taken  without  a  meeting,  if prior to such  action a  written  consent
thereto is signed by all members of the board,  or of such committee as the case
may be, and such written consent is filed with the minutes of proceedings of the
board or committee.

                                   ARTICLE IV
                                    OFFICERS

     SECTION  1.  OFFICERS.  -  The  officers  of  the  corporation  shall  be a
President,  a Treasurer,  and a  Secretary,  all of whom shall be elected by the
Board of Directors and who shall hold office until their  successors are elected
and qualified.  In addition, the Board of Directors may elect a Chairman, one or
more Vice-Presidents and such Assistant  Secretaries and Assistant Treasurers as
they may deem proper. None of the officers of the corporation need be directors.
The  officers  shall be elected at the first  meeting of the Board of  Directors
after each annual meeting. More than two offices may be held by the same person.

     SECTION 2. OTHER OFFICERS AND AGENTS.  - The Board of Directors may appoint
such other  officers and agents as it may deem  advisable,  who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

     SECTION 3.  CHAIRMAN.  - The Chairman of the Board of Directors,  if one be
elected,  shall  preside at all meetings of the Board of Directors  and he shall
have and perform  such other  duties as from time to time may be assigned to him
by the Board of Directors.

     SECTION 4. PRESIDENT.  - The President shall be the chief executive officer
of the  corporation  and shall have the general powers and duties of supervision
and management  usually  vested in the office of President of a corporation.  He
shall preside at all meetings of the stockholders if present thereat, and in the
absence  or  non-election  of the  Chairman  of the Board of  Directors,  at all
meetings  of the  Board  of  Directors,  and  shall  have  general  supervision,
direction and control of the business of the corporation. Except as the Board of
Directors shall authorize the execution  thereof in some other manner,  he shall
execute bonds,  mortgages and other contracts in behalf of the corporation,  and
shall cause the seal to be affixed to any  instrument  requiring  it and when so
affixed the seal shall be  attested by the  signature  of the  Secretary  or the
Treasurer or Assistant Secretary or an Assistant Treasurer.

     SECTION 5. VICE-PRESIDENT. - Each Vice-President shall have such powers and
shall perform such duties as shall be assigned to him by the directors.

     SECTION  6.  TREASURER.  - The  Treasurer  shall  have the  custody  of the
corporate  funds and  securities  and shall  keep full and  accurate  account of
receipts  and  disbursements  in books  belonging to the  corporation.  He shall
deposit  all  moneys  and other  valuables  in the name and to the credit of the
corporation in such depositaries as may be designated by the Board of Directors.

                                       5

     The Treasurer shall disburse the funds of the corporation as may be ordered
by the Board of Directors,  or the  President,  taking proper  vouchers for such
disbursements.  He shall render to the  President  and Board of Directors at the
regular meetings of the Board of Directors,  or whenever they may request it, an
account of all his  transactions as Treasurer and of the financial  condition of
the  corporation.  If  required  by the Board of  Directors,  he shall  give the
corporation  a bond for the faithful  discharge of his duties in such amount and
with such surety as the board shall prescribe.

     SECTION 7.  SECRETARY.  - The  Secretary  shall give, or cause to be given,
notice of all meetings of  stockholders  and  directors,  and all other  notices
required by the law or by these  By-Laws,  and in case of his absence or refusal
or  neglect  so to do,  any such  notice  may be given by any  person  thereunto
directed by the President,  or by the  directors,  or  stockholders,  upon whose
requisition the meeting is called as provided in these By-Laws.  He shall record
all the proceedings of the meetings of the corporation and of the directors in a
book to be kept for that purpose,  and shall perform such other duties as may be
assigned to him by the directors or the President.  He shall have the custody of
the  seal of the  corporation  and  shall  affix  the  same  to all  instruments
requiring it, when authorized by the directors or the President,  and attest the
same.

     SECTION 8.  ASSISTANT  TREASURERS  AND ASSISTANT  SECRETARIES.  - Assistant
Treasurers  and Assistant  Secretaries,  if any, shall be elected and shall have
such  powers  and  shall  perform  such  duties  as shall be  assigned  to them,
respectively, by the directors.

                                   ARTICLE V.
                                  MISCELLANEOUS

     SECTION 1.  CERTIFICATES OF STOCK. - A certificate of stock,  signed by the
Chairman  or  Vice-Chairman  of the  Board  of  Directors,  if they be  elected,
President or Vice- President,  and the Treasurer or an Assistant  Treasurer,  or
Secretary or Assistant Secretary, shall be issued to each stockholder certifying
the number of shares owned by him in the corporation. When such certificates are
countersigned  (1)  by a  transfer  agent  other  than  the  corporation  or its
employee, or, (2) by a registrar other than the corporation or its employee, the
signatures of such officers may be facsimiles.

     SECTION 2. LOST CERTIFICATES. - A new certificate of stock may be issued in
the place of any certificate  theretofore issued by the corporation,  alleged to
have been lost or destroyed, and the directors may, in their discretion, require
the owner of the lost or destroyed certificate, or his legal representatives, to
give the  corporation  a bond,  in such sum as they may  direct,  not  exceeding
double the value of the stock,  to indemnify the  corporation  against any claim
that  may be  made  against  it on  account  of the  alleged  loss  of any  such
certificate, or the issuance of any such new certificate.

     SECTION 3.  TRANSFER  OF SHARES.  - The shares of stock of the  corporation
shall be  transferrable  only upon its books by the holders thereof in person or
by their  duly  authorized  attorneys  or legal  representatives,  and upon such
transfer the old  certificate  shall be  surrendered  to the  corporation by the

                                       6

delivery  thereof  to the person in charge of the stock and  transfer  books and
ledgers,  or to such other person as the directors may  designate,  by whom they
shall be cancelled,  and new  certificates  shall thereupon be issued.  A record
shall  be made of each  transfer  and  whenever  a  transfer  shall  be made for
collateral security,  and not absolutely,  it shall be so expressed in the entry
of the transfer.

     SECTION 4.  STOCKHOLDERS  RECORD DATE. - In order that the  corporation may
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders  or any  adjournment  thereof,  or to express  consent to corporate
action in  writing  without a meeting,  or  entitled  to receive  payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the  purpose of any date,  which  shall not be more than sixty nor less than
ten days before the date of such meeting,  nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting  of  stockholders  shall  apply to any  adjournment  of the
meeting;  provided,  however,  that the Board of Directors  may fix a new record
date for the adjournment meeting.

     SECTION 5.  DIVIDENDS.  - Subject to the  provisions of the  Certificate of
Incorporation,  the  Board of  Directors  may,  out of funds  legally  available
therefor at any regular or special meeting,  declare  dividends upon the capital
stock of the corporation as and when they deem expedient.  Before  declaring any
dividend  there may be set apart out of any funds of the  corporation  available
for  dividends,  such sum or sums as the  directors  from  time to time in their
discretion  deem  proper  for  working  capital  or as a  reserve  fund  to meet
contingencies  or for  equalizing  dividends  or for such other  purposes as the
directors shall deem conducive to the interests of the corporation.

     SECTION 6. SEAL. - The  corporate  seal shall be circular in form and shall
contain  the name of the  corporation,  the year of its  creation  and the words
"Corporate  Seal,  Delaware,  1900".  Said seal may be used by  causing  it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

     SECTION 7.  FISCAL  YEAR.  - The fiscal  year of the  corporation  shall be
determined by resolution of the Board of Directors.

     SECTION 8. CHECKS. - All checks,  drafts or other orders for the payment of
money,  notes or  other  evidences  of  indebtedness  issued  in the name of the
corporation shall be signed by such officer or officers,  agent or agents of the
corporation,  and in such  manner  as shall be  determined  from time to time by
resolution of the Board of Directors.

      SECTION 9. NOTICE AND WAIVER OF NOTICE.  - Whenever any notice is required
by these By-Laws to be given,  personal notice is not meant unless  expressly so
stated,  and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail,  postage,  prepaid,  addressed to
the person  entitled  thereto at his address as it appears on the records of the
corporation,  and such  notice  shall be deemed to have been given on the day of

                                       7

such mailing. Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by Statute.

     Whenever any notice  whatever is required to be given under the  provisions
of any law, or under the provisions of the Certificate of  Incorporation  of the
corporation of these By-Laws, a waiver thereof in writing,  signed by the person
or persons  entitled  to said  notice,  whether  before or after the time stated
therein, shall be deemed equivalent thereto.

                                   ARTICLE VI
                                   AMENDMENTS

     These  By-Laws  may be altered or  repealed  and By-Laws may be made at any
annual meeting of the  stockholders  or at any special meeting thereof if notice
of the  proposed  alteration  or  repeal  of  By-Law  or  By-Laws  to be made be
contained in the notice of such special  meeting,  by the affirmative  vote of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the  affirmative  vote of a majority of the Board of  Directors,  at any regular
meeting of the Board of  Directors,  or at any  special  meeting of the Board of
Directors,  if notice of the proposed  alteration or repeal of By-Law or By-Laws
to be made, be contained in the notice of such special meeting.

                                   ARTICLE VII
                                 INDEMNIFICATION

     No director shall be liable to the  corporation or any of its  stockholders
for  monetary  damages for breach of fiduciary  duty as a director,  except with
respect to (1) a breach of the director's  duty of loyalty to the corporation or
its  stockholders,  (2) acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (3) liability which may be
specifically defined by law or (4) a transaction from which the director derived
an improper personal benefit,  it being the intention of the foregoing provision
to eliminate the liability of the corporation's  directors to the corporation or
its stockholders to the fullest extent  permitted by law. The corporation  shall
indemnify  to the  fullest  extent  permitted  by law each  person that such law
grants the corporation the power to indemnify.

                                       8

EX-10.1

                                                                    Exhibit 10.1

                                 PROMISSORY NOTE

$25,000.00                                                 San Diego, California
                                                                  March 17, 2015

     FOR VALUE RECEIVED,  the  undersigned,  GLOBAL NEWS NETWORK,  INC. in their
capacity  ("Borrower")  promise to pay in lawful  money of the United  States of
America,  to PETER  LAMBERT  referred to in this  Agreement  as  ("Lender")  the
principal sum of Twenty Five Thousand Dollars ($25,000.00), which will result in
the payment of $30,000 when including principal and interest as set forth below:

     1. INTEREST. The Parties acknowledge that this Promissory Note (hereinafter
"Note or  Promissory  Note") shall accrue  simple  interest at $55.55 per day or
$5,000 interest in 90 days as agreed upon by Borrower and Lender,  after receipt
of said funds.

     2. TERM DUE DATE. The Borrowers  shall pay the entire amount owed in, which
payment shall be the complete and full payment of principal and interest  within
90 days from the date of funds being received in Borrower's bank.

     3. LATE PAYMENT FEE. There shall be a late payment fee of five percent (5%)
of payment if the payment is not  received  within  fifteen  (15) days after the
monthly due date.

     4. PREPAYMENT.  There shall be no penalty for the prepayment of any portion
of principal or accrued interest,  however notwithstanding the foregoing payment
in full  shall  require  payment  of  principal  and  interest  in the amount of
$30,000.

     5.  AFFIRMATIVE  COVENANTS.  Until  this  Note is paid  in  full,  Borrower
covenants and agrees to do the following:

     a.  Promptly  inform  Lender of the  occurrence  of any default or Event of
Default  as it is  defined in this Note or any other  event  which  could have a
material  adverse  effect  upon  Borrowers'  business,   properties,   financial
condition or ability to comply with its obligations hereunder, including without
limitation  its  ability  to pay  the  amount  of  this  Note  and  all  monthly
installment payments due hereunder;

     6. NEGATIVE COVENANTS. Until this Note is paid in full, Borrower shall not,
without Lender's prior written consent, which consent will be solely at Lender's
discretion, do any of the following:

     a. Permit any levy, attachment or restraint to be made affecting any of the
Borrowers' assets;

     b.  Permit  any  judicial  officer  or  assignee  to be  appointed  or take
possession of any or all assets;

     c. Take any other action that could be deemed detrimental to the Borrower's
ability to make good on the monthly and/or  ultimate  payments  called for under
the within note;

     7. DEFAULT AND ACCELERATION.

     7.1 If default  shall be made in the payment when due of all or any part of
any installment of principal or interest,  then the entire sum of principal then
unpaid, together with accrued interest thereon, shall become immediately due and
payable at the option of the Lender of this Note, without notice. The failure of
Borrower to pay any  installment  of principal and interest as called for as set
forth herein  above,  and or principal and interest as and when it is ultimately
due, i.e. the final  payment is due,  April _____,  2015,  with any such failure
continuing  uncured  for  fifteen  (15) days  after such due date,  and/or  such
maturity date, shall confer on Lender the privilege or option, to accelerate and
call due the entire  amount of  principal  outstanding  along with any  interest
remaining due, evidenced hereby which is unpaid,  anything in the within Note to
the contrary notwithstanding.

     7.2 Furthermore,  the obligations  under this Note shall become all due and
payable upon the happening of any of the following events:

     A. Upon the bankruptcy or appointment of a receiver of the assets of either
of the Payors.

     B. Upon a levy by any third party  including the United  States  Government
and/or the State of  California on any of the  properties  owned by the Borrower
with the same levy  remaining  in place for twenty five (25) days or more,  then
the Lender shall have the right to call for full  acceleration  of all principal
amounts  as well as all  accrued  interest  forthwith.  Any waiver of a right to
accelerate  the due date of the  principal  under  this  provision  shall not be
interpreted to be continuing waiver.

     8.  REMEDIES  CUMULATIVE.  The rights and remedies of Lender as provided in
this  Note  shall  be  cumulative  and  concurrent  and may be  pursued  singly,
successively, or together against Borrower, or any other persons or entities who
are, or may become, liable for all or any part of this indebtedness, at the sole
discretion  of Lender.  Failure to exercise any such right or remedy shall in no
event be  construed  as a waiver or release of such rights or  remedies,  or the
right to exercise them at any later time.

     9.  BORROWER'S  OBLIGATIONS.  If more than one person is a Borrower of this
Note,  each person  warrants and promises to keep all of the  obligations  under
this Note for the full amount owed. Any person who takes over these  obligations
shall also be bound by this section.

                                       2

     10. DISPUTE RESOLUTION.

     10.1 If a dispute arises under this Agreement,  the dispute may be referred
to a mediator selected by mutual agreement for non-binding mediation between the
parties in accordance  with the rules  established for mediation by the Judicial
Arbitration  & Mediation  Service,  Inc.  ("JAMS"),  Endispute,  or the American
Arbitration  Association  ("AAA"),  as the parties  agree,  in San Diego County,
California.  At any time after submission of the matter to mediation,  any party
may  submit  such  dispute  to  binding  arbitration  in  accordance  with  this
paragraph.

     10.2 All disputes  arising under this  agreement  which are not resolved by
mediation  will be resolved by submission to binding  arbitration at the offices
of JAMS or AAA, as the parties  agree (the  "Arbitrator"),  in San Diego County,
California.  The parties  shall  agree on an  arbitrator  from the  Arbitrator's
panel.  The  arbitrator  must be either an  attorney  or retired  judge.  If the
parties  are  unable  to  agree,  the  Arbitrator  will  provide a list of three
available persons and each party may strike one. The remaining person will serve
as the  arbitrator.  The aggrieved  party shall initiate  arbitration by sending
written  notice of its intention to arbitrate by registered or certified mail to
all parties and to the Arbitrator.  The notice must contain a description of the
dispute, the amount involved, and the remedies sought.  Furthermore,  within the
discretion of the  arbitrator  and based upon the law and the facts,  the matter
can be disposed of by the arbitrator through a law and motion process in lieu of
an actual arbitration hearing, if appropriate.

     The arbitrator shall schedule a prehearing conference to reach agreement on
procedural matters, arrange for the exchange of information, obtain stipulations
and attempt to narrow the issues.  The parties will submit a proposed  discovery
schedule to the arbitrator at the prehearing conference.  The scope and duration
of discovery  will be within the sole  discretion of the  arbitrator,  provided,
however, the parties shall be entitled to discovery in accordance with the rules
of the  Superior  Court of the State of  California,  County of San  Diego.  The
parties  must file  briefs  with the  arbitrator  at least three days before the
hearing, specifying the facts each intends to prove and analyzing the applicable
law. The parties have the right to  representation  by legal counsel  throughout
the  arbitration  proceedings.  Expert  witnesses may be used in the arbitration
proceeding  just as they are used in normal  civil  litigation  in the  Superior
Court of the State of California.

     Judicial  rules of evidence  and  procedure  relating to the conduct at the
hearing, examination of witnesses, and presentation of evidence shall not apply.
Any relevant evidence, including hearsay, shall be admitted by the arbitrator if
it is the sort of evidence on which  responsible  persons are accustomed to rely
on in the conduct of serious  affairs,  regardless of the  admissibility of such
evidence in a court of law.  Within  reasonable  limitations,  both sides at the
hearing  may  call and  examine  witnesses  for  relevant  testimony,  introduce
relevant  exhibits or other documents,  cross-examine  or impeach  witnesses who
shall have testified orally on any matter relevant to the issues,  and otherwise
rebut  evidence,  as long as these  rights are  exercised  in an  efficient  and
expeditious  manner. Any party desiring a stenographic record may secure a court
reporter to attend the  proceedings.  The requesting party must notify the other

                                       3

parties of the  arrangements in advance of the hearing and must pay for the cost
incurred. Any party may request the oral evidence to be given under oath.

     The decision of the arbitrator shall be based on the evidence introduced at
the hearing,  including all logical and  reasonable  inferences  there from. The
arbitrator may grant any remedy or relief which is just and equitable. The award
must be in writing  and  signed by the  arbitrator.  It shall  contain a concise
statement  of the reasons in support of the  decision.  The award must be mailed
promptly to the  parties,  but no later than thirty days from the closing of the
hearing. The award may be judicially enforced  (confirmed,  corrected or vacated
pursuant to Section 1285, ET SEQ., of the California  Code of Civil  Procedure).
The award shall be final and binding,  and there shall be no direct  appeal from
the  award  on the  grounds  of  error in the  application  of the  law.  Unless
otherwise agreed, each party must pay its own witness fee and its pro rata share
of  the  arbitrator's  fees.  The  arbitrator  shall  have  authority  to  award
attorney's fees, costs and arbitration fees advanced to the prevailing party.

     Nothing in this  paragraph  shall limit the rights of the parties to obtain
provisional or ancillary  remedies such as injunctive  relief or the appointment
of a receiver from a court of competent  jurisdiction  before,  during, or after
the pendency of any arbitration.  ALL PARTIES UNDERSTAND AND ACKNOWLEDGE THAT BY
AGREEING  TO  BINDING  ARBITRATION,  THEY ARE  WAIVING  THE RIGHT TO SUBMIT  THE
DISPUTE FOR DETERMINATION BY A COURT AND THEREBY ARE ALSO WAIVING THE RIGHT TO A
JURY OR COURT TRIAL.  ALL PARTIES  UNDERSTAND THAT AGREEMENT TO THIS ARBITRATION
PROVISION IS VOLUNTARY AND IS BINDING ON ANY SUCCESSOR IN INTEREST.

     11. NO AMENDMENT OR WAIVER  EXCEPT IN WRITING.  This Note may be amended or
modified only by a writing duly executed by Borrowers,  any co-Borrower,  hereof
and Lender,  which amendment expressly refers to this Note and the intent of the
parties to so amend this Note.  No provision of this Note shall be deemed waived
by Lender, unless waived in a writing executed by Lender, which expressly refers
to this Note,  and no such  waiver  shall be implied  from any act or conduct of
Lender,  or any omission by Lender to take action with respect to any  provision
of this Note. No such express written waiver shall affect any other provision of
this Note,  or cover any default or time period or event,  other than the matter
as to which an express written waiver has been given.

     12. NO INTENT OF USURY. None of the terms and provisions  contained in this
Note shall ever be construed to create a contract for the use,  forbearance,  or
detention  of money  requiring  payment of  interest  at a rate in excess of the
maximum  interest  permitted  to be charged  by  applicable  laws or  regulation
governing  this Note  ("Usury  Laws").  Borrower  shall never be required to pay
interest  on this Note in excess of the  maximum  interest  that may be lawfully
charged  under such Usury Laws, as made  applicable  by the final  judgment of a
court of competent  jurisdiction,  and the  provisions  of this Section 12 shall
control over all other provisions hereof and of any other instrument executed in
connection  herewith or executed to secure the  indebtedness  evidenced  hereby,
which may be in apparent  conflict with this Section.  If Lender  collect monies
which are deemed to  constitute  interest  which would  otherwise  increase  the

                                       4

effective interest rate on this Note to a rate in excess of that permitted to be
charged by such Usury  Laws,  all such sums  deemed to  constitute  interest  in
excess of the  maximum  rate  shall,  at the sole  option of  Lender,  either be
credited to the payment of principal or returned to Borrowers.

     13. CHOICE OF LAW. This Note shall be construed in accordance with the laws
of the State of California.

     14.  ATTORNEY  FEES.  If suit or  arbitration  is brought  herein  (whether
settled or pursued to final judgment or award), or if an attorney is employed or
expenses are incurred to compel payment of this  Promissory  Note or any portion
of the  indebtedness  evidenced  hereby,  the  undersigned  promises  to pay all
attorney's fees and collection costs incurred in those legal efforts in each and
every action,  suit,  or other  proceeding,  including  any and all appeals,  or
petitions there from. As used herein,  the term "attorneys' fees" means the full
costs of legal  services  performed  in  connection  with the matters  involved,
calculated  on the basis of usual fees charged by an attorney  performing  those
services,  and not  limited to  "reasonable  attorneys'  fees" as defined in any
statute or rule of the court.

     15. USE OF PROCEEDS.

     The intended use of the proceeds of this document are as follows:

     1. State of Nevada Corporate Fees;

     2. SEC/FINRA Fees;

     3. Stock Transfer Agent Fees; and

     4. Remaining balance (if any) will be used as Working Capital

     The Lender can review said fees by use of online status of the Corporation.

     IN WITNESS  THEREOF the parties  hereto have executed this agreement on the
date set forth below.

BORROWER:


By: /s/  John Fleming                                       Date: March 17, 2015
   ---------------------------------
GLOBAL NEWS NETWORK, INC
By: John Fleming, CEO

LENDER:

Terms herein acknowledged and agreed to this date.


By: /s/ Peter Lambert                                       Date: March 17, 2015
   ---------------------------------
PETER LAMBERT, Individually

                                       5

EX-10.2

                                                                    Exhibit 10.2

                                 FIRST AMENDMENT
                                     TO THE
                            FOLLOWING PROMISSORY NOTE
         PROMISSORY NOTE - BETWEEN GLOBAL NEWS NETWORK AND PETER LAMBERT

                              DATED: MARCH 17, 2015

     This instrument executed this 12th day of June, 2015 is the First Amendment
to the above referenced Promissory:

1. The subject Promissory Note was to be paid on or about June 17, 2015 to Peter
Lambert.  However,  investments  funds  did  not  arrive  on the  planned  date;
therefore the parties agree that said promissory note shall be extended and will
accrue interest at $55.55 per day until this note is paid in full.

2.  In  all  other  respects,  the  Promissory  Note  is  hereby  confirmed  and
republished.  Both  parties  have  read,  understand  and  agree  to  the  above
referenced changes to the subject Promissory Note referenced.

     EXECUTED at San Diego County, California, on June 12, 2015.


                                      /s/ John Fleming
                                      ------------------------------------------
                                      GLOBAL NEWS NETWORK, INC.
                                      By: John Fleming, CEO


                                      /s/ Peter Lambert
                                      ------------------------------------------
                                      PETER LAMBERT, Individually