10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2011

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________to _________.

Commission File Number: 000-53452

ISLAND BREEZE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	27-1742696
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

211 Benigno Blvd. Suite #201, Bellmawr, NJ	08031
(Address of principal executive offices)	(Zip Code)

(856) 931-1505

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x     No o

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

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

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

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

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. As of July 31, 2011, the registrant had outstanding 26,917,127 shares of Class A Common Stock and 16,110,500 shares of Class B Common Stock. 

ISLAND BREEZE INTERNATIONAL, INC.

FORM 10-Q

FOR THE QUARTER ENDED June 30, 2011

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Consolidated Balance Sheets	5
	Consolidated Statements of Operations	6
	Consolidated Statements of Changes in Stockholders' Equity	7
	Consolidated Statements of Cash Flow	8
	Notes to Unaudited Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 4	Controls and Procedures	28
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	(Removed and Reserved)	30
Item 5.	Other Information	30
Item 6.	Exhibits and Reports on 8-K	31

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Information included in this Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Island Breeze International, Inc. (“We”, “Our” or the “Company”) to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations, are generally identifiable by use of words "may," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions that, although we believe are reasonable, may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Explanatory Note.

As used in this report, unless the context otherwise requires, the words “we”, “our” and “us” and words of similar import refers to Island Breeze International, Inc. and its solely owned Cayman Island subsidiary Island Breeze International (“IBI”).  Since virtually all of our assets and operations are conducted through IBI, the discussions of our business and the risks we face and our historic economic performance, which are subsequently presented in this Form 10-Q, relate primarily to IBI.  Specific discussions or comments relating to Island Breeze International will reference “IBI,” and those relating to Goldpoint Resources, Inc. our predecessor company, will reference “Goldpoint”.

Prelude

We were formerly an exploration stage company named Goldpoint Resources, Inc. (“Goldpoint”), which owned an option to acquire a mineral claim in Clark County, Nevada.

GoldPoint was incorporated on June 29, 2007, under the laws of the State of Nevada.  Prior to June 12, 2009, GoldPoint did not make any significant purchases or sale of assets, nor was it involved in any mergers, acquisitions or consolidations. Prior to such date, Goldpoint was an exploration stage corporation.  It intended to be in the business of mineral property exploration and had the right to conduct exploration activities on one property.   Immediately prior to June 12, 2009, GoldPoint had one Officer and two Directors and no employees.

As of June 12, 2009, Olympian Cruises, LLC (“Olympian”), a Delaware limited liability company, acquired control of Goldpoint in a transaction we refer to herein as the “Share Exchange” or the “Reverse Acquisition”.  As of such date, Goldpoint issued 30,000,000 shares of its common stock (or approximately 77.8 % of Goldpoint’s common stock outstanding on that date) to Olympian.  In return for such issuances of shares, Goldpoint received all of the outstanding shares of capital stock of IBI, a privately held exempt Cayman Islands company.  Thus, IBI became Goldpoint’s wholly-owned subsidiary and the business of the subsidiary became its only operations.

Under the agreement relating to the Share Exchange (the “Exchange Agreement”), Goldpoint was required to merge into a newly formed Delaware corporation, thereby becoming a Delaware corporation, change its name to Island Breeze International, Inc. and change its authorized capital stock to 100,000,000 shares of Class A Common Stock, par value $0.001 per share, 16,110,500 shares of Class B Common Stock, par value $0.001 per share and 1,000,000 shares of preferred stock, par value $0.001 per share.  

It was originally contemplated that the Merger would occur prior to the consummation of the Share Exchange and that 13,889,500 shares of Class A Common Stock and 16,110,500 shares of Class B Common Stock would be issued to Olympian on consummation of the Share Exchange.  However, in order to facilitate the closing of the Share Exchange, Goldpoint and Olympian agreed to effect the Merger after the consummation of the Share Exchange rather than beforehand.  The Merger occurred on September 15, 2009 and after consummation of the Merger, Olympian exchanged 16,110,500 shares of Class A Common Stock for an identical number of shares of Class B Common Stock.

The Class A and Class B Common Stock are substantially identical except that holders of Class A Common Stock have the right to cast one vote for each share held of record and holders of Class B Common Stock have the right to cast ten votes for each share held of record on all matters submitted to a vote of holders of common stock. The Class A Common Stock and Class B Common Stock vote together as a single class on all matters on which stockholders may vote, including the election of directors, except when class voting is required by applicable law.  As a result of the Merger, Goldpoint’s outstanding common stock automatically became Class A Common Stock on a 1 for 1 basis.

The Company’s activities since the closing of the Share Exchange have been focused on developing entertainment (including gaming) cruises to nowhere, the development of which is the historic business of IBI.  As of June 30, 2011, the Company owned one vessel, which it expects to substantially renovate and equip with gaming, restaurant and entertainment related equipment. On May 7, 2010, the company sold the Casino Royale, which it had previously owned.  The company is currently evaluating port locations in East Asia and the United States for the establishment of its initial cruise operations.

On August 14, 2009, IBI, the Company’s wholly-owned subsidiary, formed a new wholly-owned subsidiary named Island Breeze International Asia Limited, a Hong Kong corporation. IBI may utilize this corporation to operate certain entertainment cruises in Asia, if such cruises are launched. From inception through the date of this filing there has been no activity in this corporation.

(Since only our Class A Common Stock is registered under the securities laws or is publicly traded, all references in this Report to our common stock refers to our Class A Common Stock unless specifically noted otherwise.)

4

PART 1 FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ISLAND BREEZE INTERNATIONAL, INC.

(A Development Stage Enterprise)

Consolidated Balance Sheets

	June 30,			December 31,
	2011			2010
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	71,106		$	49,635
Other receivables		1,600			192,690
Prepaid expenses		104,036			102,899
Total current assets		176,742			345,224
Property and equipment, net		5,559			7,237
Gaming, entertainment equipment, and furniture not in use		687,093			687,343
Vessel under renovation - m/v Island Breeze (ex Atlantis)		10,326,668			10,146,073
Total assets	$	11,196,062		$	11,185,877
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	191,154		$	196,835
Accrued expenses		173,371			194,967
Line of credit		90,000			-
Accrued interest - related parties		13,236			11,858
Accrued interest		61,600			26,920
Derivative liability		51,776			18,202
Notes payable - related parties		105,000			125,000
Notes payable - others		16,335			61,335
Convertible notes payable - related parties		45,000			-
Convertible notes payable		878,570			707,904
Total current liabilities		1,626,042			1,343,021
Commitments and contingencies
Stockholders' equity
Preferred stock, $0.001 par value, 1,000,000 authorized, none issued and outstanding at June 30, 2011 and December 31, 2010, respectively		-			-
Class A common stock: $0.001 par value; authorized 100,000,000; 26,917,127 and 26,242,082 issued and outstanding at June 30, 2011 and December 31, 2010, respectively		26,917			26,242
Class B common stock: $0.001 par value; 16,110,500 authorized, issued and outstanding at June 30, 2011 and December 31, 2010, respectively		16,111			16,111
Common stock to be issued		525			-
Additional paid-in capital		19,603,964			19,461,419
Accumulated deficit during development stage		(10,077,497	)		(9,660,916	)
Total stockholders' equity		9,570,020			9,842,856
Total liabilities and stockholders’ equity	$	11,196,062		$	11,185,877

See Notes to Consolidated Financial Statement

5

ISLAND BREEZE INTERNATIONAL, INC.

(A Development Stage Enterprise)

Consolidated Statements of Operations

(Unaudited) 

													September 27, 2006
	Three Months Ended June 30,						Six Months Ended June 30,						(inception) to June 30,
	2011			2010			2011			2010			2011
Revenues	$	-		$	-		$	-		$	-		$	-
Cost of Revenues		-			-			-			-			-
Gross Profit		-			-			-			-			-
General and administrative expenses		112,544			417,466			358,868			1,079,221			4,968,106
Operating loss		(112,544	)		(417,466	)		(358,868	)		(1,079,221	)		(4,968,106	)
Nonoperating expense:
Impairment of vessel and equipment		-			-						(4,061,544	)		(4,180,001	)
Loss from revaluation of conversion option liability		(6,994	)		(27,767	)		(6,994	)		(27,767	)		(47,881	)
Loss from sale of equipment		-			-			-			-			(718,110	)
Interest income		1			61			4			61			1,291
Interest expense		(28,809	)		(20,051	)		(50,723	)		(35,353	)		(164,690	)
Loss before income tax expense		(148,346	)		(465,223	)		(416,581	)		(5,203,824	)		(10,077,497	)
Income tax expense		-			-			-			-			-
Net Loss	$	(148,346	)	$	(465,223	)	$	(416,581	)	$	(5,203,824	)	$	(10,077,497	)
Net loss per share, basic	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.13	)
Net loss per share, diluted	$	(0.00	)		(0.01	)		(0.01	)		(0.13	)
Weighted average number of shares of common stock outstanding, basic		43,027,627			41,581,893			42,798,038			41,202,140
Weighted average number of shares of common stock outstanding, diluted		43,027,627			41,581,893			42,798,038			41,202,140

See Notes to Consolidated Financial Statements

6

ISLAND BREEZE INTERNATIONAL, INC.

(A Development Stage Enterprise)

Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)

																Accumulated
																Deficit
	Common Stock											Common	Additional			During
	Shares					Amount						Stock	Paid-In			Development
	Class A			Class B		Class A			Class B			to be issued	Capital			Stage			Total
September 27, 2006 (Inception)		13,889,500			16,110,500	$	13,889		$	16,111		-	$	(30,000	)	$	-		$	-
Additional cash contributions to equity		-			-		-			-		-		5,003,926			-			5,003,926
Net loss		-			-		-			-		-		-			(172,009	)		(172,009	)
Balance, December 31, 2006		13,889,500			16,110,500		13,889			16,111		-		4,973,926			(172,009	)		4,831,917
Additional cash contributions to equity		-			-		-			-		-		4,970,795			-			4,970,795
Net loss		-			-		-			-		-		-			(616,907	)		(616,907	)
Balance, December 31, 2007		13,889,500			16,110,500		13,889			16,111		-		9,944,721			(788,916	)		9,185,805
Additional cash contributions to equity		-			-		-			-		-		1,032,676			-			1,032,676
Net loss		-			-		-			-		-		-			(618,411	)		(618,411	)
Balance, December 31, 2008		13,889,500			16,110,500		13,889			16,111		-		10,977,397			(1,407,327	)		9,600,070
Stock issued in recapitalization pursuant to reverse merger		3,500,000			-		3,500			-		-		(3,500	)		-			-
Convertible note issued for cancelled officer shares		(2,000,000	)		-		(2,000	)		-		-		(168,000	)		-			(170,000	)
Shares issued for convertible notes payable at $1.00 per share in June, 2009		5,566,795			-		5,567			-		-		5,561,228			-			5,566,795
Shares issued for convertible notes payable at $0.50 per share in June, 2009		300,049			-		300			-		-		149,725			-			150,025
Shares issued for services at $0.70 per shares in June, 2009		500,000			-		500			-		-		349,500			-			350,000
Shares issued for services at $0.20 per share in June, 2009		25,000			-		25			-		-		4,975			-			5,000
Shares sold for cash at $0.50 per share in June, 2009		20,000			-		20			-		-		9,980			-			10,000
Shares issued for services at $0.50 per share in July, 2009		270,000			-		270			-		-		134,730			-			135,000
Shares sold for cash at $0.50 per share in July, 2009		420,000			-		420			-		-		209,580			-			210,000
Shares sold for cash at $0.50 per share in August, 2009		280,000			-		280			-		-		139,720			-			140,000
Shares sold for cash at $0.50 per share in September, 2009		175,000			-		175			-		-		87,325			-			87,500
Shares issued for convertible notes payable at $0.28 per share in September, 2009		600,000			-		600			-		-		169,400			-			170,000
Shares issued for services at $0.50 per share in September, 2009		25,000			-		25			-		-		12,475			-			12,500
Shares sold for cash at $0.25 per share in October, 2009		80,000			-		80			-		-		19,920			-			20,000
Shares sold for cash at $0.50 per share in October, 2009		20,000			-		20			-		-		9,980			-			10,000
Shares issued for services at $0.50 per share in November, 2009		642,500			-		643.00			-		-		320,607			-			321,250
Shares issued for services at $0.50 per share in December, 2009		10,000			-		10			-		-		4,990			-			5,000
Additional cash contributions to capital		-			-		-			-		-		590,262			-			590,262
Net loss for the year ended December 31, 2009		-			-		-			-		-		-			(1,623,928	)		(1,623,928	)
Balance, December 31, 2009		24,323,844			16,110,500		24,324			16,111		-		18,580,294			(3,031,255	)		15,589,474
Shares issued for services at $0.50 per share in January, 2010		210,000			-		210			-		-		104,790			-			105,000
Shares issued for services at $0.50 per share in February, 2010		235,000			-		235			-		-		117,265			-			117,500
Shares sold for cash at $0.50 per share in February, 2010		202,000			-		202			-		-		100,798			-			101,000
Shares issued for services at $0.50 per share in March, 2010		175,000			-		175			-		-		87,325			-			87,500
Shares sold for cash at $0.50 per share in March, 2010		129,000			-		129			-		-		64,371			-			64,500
Shares issued for services at $0.50 per share in April, 2010		32,000			-		32			-		-		15,968			-			16,000
Shares sold for cash at $0.50 per share in April, 2010		172,000			-		172			-		-		85,828			-			86,000
Shares issued for services at $0.50 per share in June, 2010		150,000			-		150			-		-		74,850			-			75,000
Shares issued for services at $0.51 per share in July, 2010		50,000			-		50			-		-		25,450			-			25,500
Shares issued at $0.49 per share as origination fee for note payable in September, 2010		8,000			-		8			-		-		3,912			-			3,920
Shares issued at $0.2412 per share for conversion of note payable in October, 2010		41,459			-		41			-		-		9,959			-			10,000
Shares issued at $0.1876 per share for conversion of note payable in October, 2010		53,305			-		53			-		-		9,947			-			10,000
Shares issued at $0.1675 per share for conversion of note payable in November, 2010		59,701			-		60			-		-		9,940			-			10,000
Shares issued at $0.1414 per share for conversion of note payable in November, 2010		70,721			-		71			-		-		9,929			-			10,000
Shares issued at $0.1675 per share for conversion of note payable in December, 2010		89,552			-		90			-		-		14,910			-			15,000
Conversion option liability charged to APIC at time of conversion		-			-		-			-		-		32,028			-			32,028
Shares issued at $0.64 per share as loan origination fees in October, 2010		5,000			-		5			-		-		3,200			-			3,205
Shares issued at $0.28 per share as loan origination fees in November, 2010		3,000			-		3			-		-		837			-			840
Shares issued at $0.30 per share as loan origination fees in November, 2010		15,000			-		15			-		-		4,485			-			4,500
Shares issued at $0.33 per share as loan origination fees in November, 2010		15,000			-		15			-		-		4,935			-			4,950
Shares issued at $0.24 per share as loan origination fees in December, 2010		2,500			-		2			-		-		598			-			600
Shares sold for cash at $0.50 per share in November, 2010		200,000			-		200			-		-		99,800			-			100,000
Net loss for the year ended December 31, 2010		-			-		-			-		-		-			(6,629,661	)		(6,629,661	)
Balance, December 31, 2010		26,242,082			16,110,500		26,242			16,111		-		19,461,419			(9,660,916	)		9,842,856
Shares issued at $0.1407 per share for conversion of note payable in January 2011		71,073			-		71			-		-		9,929			-			10,000
Shares issued at $0.1273 per share for conversion of note payable in January 2011		94,266			-		94			-		-		11,906			-			12,000
Shares issued at $0.1117 per share for conversion of note payable in January 2011		102,060			-		102			-		-		12,131			-			12,233
Shares issued at$0.18 per share for conversion of note payable in February 2011		28,246			-		28			-		-		5,022			-			5,050
Shares issued at $0.15 per share for conversion of note payable in March 2011		75,400			-		75			-		-		11,235			-			11,310
Derivative liability charged to APIC at time of conversion		-			-		-			-		-		18,202			-			18,202
Shares issued at $0.25 per share as loan origination fees in March 2011		38,000			-		38			-		-		9,462			-			9,500
Shares issued at $0.18 per share as loan origination fees in March 2011		22,500			-		23			-		-		4,027			-			4,050
Shares issued for services at $0.25 per share in March 2011		163,500			-		164			-		-		40,711			-			40,875
Shares issued under SIP at $0.25 per share in March 2011		60,000			-		60			-		-		14,940			-			15,000
Shares issued for services at $0.25 per share in March 2011		20,000			-		20			-		-		4,980			-			5,000
Net loss for the quarter ended March 31, 2011		-			-		-			-		-		-			(268,235	)		(268,235	)
Balance, March 31, 2011 (unaudited)		26,917,127			16,110,500		26,917			16,111		-		19,603,964			(9,929,151	)		9,717,841
Common stock to be issued at $0.15 per share as loan origination fees in June 2011		-			-		-			-		525		-			-			525
Net loss for the quarter ended June 30, 2011		-			-		-			-		-		-			(148,346	)		(148,346	)
Balance, June 30, 2011 (unaudited)		26,917,127			16,110,500	$	26,917		$	16,111	$	525	$	19,603,964		$	(10,077,497	)	$	9,570,020

See Notes to Consolidated Financial Statements

7

ISLAND BREEZE INTERNATIONAL, INC.
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows (Unaudited)
							Sept 27, 2006
	Six Months Ended June 30						(inception) to
	2011			2010			June 30, 2011
Cash Flows From Operating Activities
Net loss	$	(416,581	)	$	(5,203,824	)	$	(10,077,497	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation		1,678			1,209			14,530
Amortization of discount on notes payable		448			108			9,791
Impairment of tangible asset		-			4,061,544			4,180,001
Loss on  sale of equipment		-			-			718,110
Revaluation of derivative liability		6,994			27,767			47,881
Stock issued for services		60,875			401,000			1,316,125
Stock issued for loan origination fee		14,075			-			32,090
Stock issued for interest		-			-			25
Changes in assets and liabilities
Prepaid expenses		(1,137	)		169,058			(104,036	)
Other accounts receivable		191,090			-			189,490
Accounts Payable		(5,681	)		(426,432	)		191,155
Accrued expense		(21,596	)		(3,851	)		201,157
Accrued interest - related parties		1,378			2,587			7,147
Accrued interest		41,273			22,109			85,924
Net cash used in operating activities		(127,184	)		(948,725	)		(3,188,107	)
Cash Flows From Investing Activities
Purchase of furniture and equipment		-			-			(20,097	)
Proceeds from sale of assets		250			887,000			1,172,250
Purchase of assets - Island Breeze and m/v Casino Royale		(180,595	)		(226,650	)		(17,077,401	)
Net cash used in investing activities		(180,345	)		660,350			(15,925,248	)
Cash Flows From Financing Activities
Proceeds from line of credit		90,000			-			90,000
Proceeds from issuance of convertible notes		265,000			195,000			6,606,362
Proceeds from issuance of notes		-			-			399,000
Principal payments on notes payable - other		(45,000	)		(66,144	)		(181,144	)
Principal payments on convertible notes		(6,000	)		-			(6,000	)
Proceeds from issuance of common stock for cash		-			251,500			809,000
Proceeds from notes payable related parties		45,000			-			45,000
Payments of notes payable related parties		(20,000	)		(9,411	)		(175,416	)
Contributed capital		-			-			11,597,659
Net cash provided by financing activities		329,000			370,945			19,184,461
Net increase (decrease) in cash		21,471			82,570			71,106
Cash and cash equivalents, beginning of period		49,635			77,333			-
Cash and cash equivalents, end of period	$	71,106		$	159,903		$	71,106
Cash paid during the period for:
Interest	$	7,624		$	771		$	24,492
Taxes	$	-		$	-		$	-
Supplemental Information and Non-monetary Transactions:
Issuance of stock for convertible debt and accrued interest	$	50,223		$	-		$	6,044,096
Issuance of stock for services	$	60,875		$	401,000		$	1,316,125
Issuance of stock for loan origination fee	$	14,075		$	-		$	32,090
Capitalized accrued interest	$	-		$	-		$	597,699
Issuance of convertible debt for stock	$	-		$	-		$	170,000
Reclass conversion option liability to additional paid-in capital	$	18,202		$	-		$	18,202

See Notes to Consolidated Financial Statements

8

ISLAND BREEZE INTERNATIONAL, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION AND NATURE OF BUSINESS

Basis of Presentation

Island Breeze International, Inc. (“IB International” or the “Company”, “we”, “our”), a development-stage enterprise under the provisions of ASC 915 “Development Stage Enterprises” is the holding company of Island Breeze International (“IBI”). IBI’s core business is focused on developing and operating entertainment day cruises.  The mission of IBI is to develop the next generation entertainment product for the discerning population, who demand excellence and an alternative closer to home.

On June 12, 2009 IB International’s predecessor, Goldpoint Resources, Inc. (“Goldpoint”), acquired all of the issued and outstanding capital stock of IBI, a privately held exempt Cayman Islands company, which before closing was a wholly-owned subsidiary of Olympian Cruises, LLC (“Olympian”), a Delaware Limited Liability Company.

As of June 12, 2009, Olympian acquired control of Goldpoint in a transaction we referred to herein as the Share Exchange.  As of such date, Goldpoint issued 30,000,000 shares of its common stock (or approximately 77.8 % of Goldpoint’s common stock outstanding on the date hereof) to Olympian.  In return for such issuances of shares, Goldpoint received all of the outstanding shares of capital stock of IBI thus, IBI became Goldpoint’s wholly-owned subsidiary and the business of the subsidiary constitutes our only operations.

Since this transaction resulted in existing shareholders of IBI acquiring control of Goldpoint, for financial reporting purposes, the business combination has been accounted for as an additional capitalization of Goldpoint (a reverse acquisition with IBI as the accounting acquirer).  As the operations of IBI are the only continuing operations of the Company, in accounting for the transaction, IBI is deemed to be the purchaser for financial reporting purposes.  Accordingly, IBI’s net assets were included in the consolidated balance sheet at their historical value.

Under the agreement relating to the Share Exchange (the “Exchange Agreement”), we were required to merge into a newly formed Delaware corporation (the “Merger”), thereby became a Delaware corporation, change our name to Island Breeze International, Inc. and change our authorized capital stock to 100,000,000 shares of Class A Common Stock, par value $0.001 per share, 16,110,500 shares of Class B Common Stock, par value $0.001 per share and 1,000,000 shares of preferred stock, par value $0.001 per share.  

It was originally contemplated that the Merger would occur prior to the consummation of the Share Exchange and that 13,889,500 shares of Class A Common Stock and 16,110,500 shares of Class B Common Stock would be issued to Olympian on consummation of the Share Exchange.  However, in order to facilitate the closing of the Share Exchange, Goldpoint and Olympian agreed to effect the Merger after the consummation of the Share Exchange rather than beforehand.  

As a result of the Merger, Goldpoint, our predecessor Nevada Corporation, no longer exists, our name has changed to Island Breeze International, Inc. and each outstanding share of Goldpoint’s common stock, $0.001 par value, has been automatically converted into one share of Class A Common Stock of IB International.  Each outstanding stock certificate representing Goldpoint common stock is deemed, without any action by the shareholder to represent the same number of shares of Class A Common Stock of IB International.  Stockholders did not need to exchange their stock certificates as a result of the Merger.

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Also, as contemplated in the Exchange Agreement, Olympian exchanged 16,110,500 shares of Class A Common Stock for and identical number of Class B Common Stock.  The Class A and Class B Common Stock are substantially identical except that holders of Class A Common Stock will have the right to cast one vote for each share held of record and holders of Class B Common Stock have the right to cast ten votes for each share held of record on all matters submitted to a vote of holders of common stock. The Class A Common Stock and Class B Common Stock vote together as a single class on all matters on which stockholders may vote, including the election of directors, except when class voting is required by applicable law.  

The difference in voting rights described above increases the voting power of the Class B Common stockholders and, accordingly, has an anti-takeover effect. The existence of the Class B Common Stock may make the Company a less attractive target for a hostile takeover bid or render more difficult or discourage a merger proposal, an unfriendly tender offer, a proxy contest, or the removal of incumbent management, even if such transactions were favored by the stockholders of the Company other than the Class B Common stockholders. Thus, the stockholders may be deprived of an opportunity to sell their shares at a premium over prevailing market prices, in the event of a hostile takeover bid. Those seeking to acquire the Company through a business combination will be compelled to consult first with the Class B Common stockholders in order to negotiate the terms of such business combination.  Any such proposed business combination will have to be approved by our Board of Directors, which may be under the control of the Class B Common stockholders, and if stockholder approval is required, the approval of the Class B Common stockholders will be necessary before any such business combination can be consummated.

On September 15, 2009, the Company adopted its 2009 Stock Incentive Plan (the “Plan” of “SIP“).  We adopted the 2009 Plan to provide a means by which employees, directors, and consultants of the Company and those of our subsidiaries and other designated affiliates, which we refer to together as our affiliates, may be granted awards of our Class A Common Stock, be given the opportunity to purchase our Class A Common Stock and be granted other benefits including those measured by increases in the value of our Class A Common Stock, to assist in retaining the services of such persons, to secure and retain the services of persons capable of filling such positions and to provide incentives for such persons to exert maximum efforts for our success and the success of our affiliates.

Subject to the terms of the Plan, the plan administrator, currently the Company’s Board of Directors, shall determine the provisions, terms, and conditions of each award including, but not limited to, the vesting schedules, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, shares, or other consideration) upon settlement, payment contingencies, performance criteria for vesting and other matters.  During the three months ended June 30, 2011, the Company awarded no shares of Class A Common Stock under the Plan.  On June 30, 2011 there are 4,705,000 shares are available for issuance under the Plan.

On August 14, 2009, IBI, the Company’s wholly-owned subsidiary, formed a new wholly-owned subsidiary named Island Breeze International Asia Limited, a Hong Kong corporation. IBI may utilize this corporation to operate certain entertainment cruises in Asia, if such cruises are launched. From inception through the date of this filing there has been no activity in this corporation.

Nature of Business

Effective on the closing of the Share Exchange mentioned above, we abandoned all activities related to our mining business and our activities are conducted exclusively through IBI.

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IBI was incorporated under the laws of the Cayman Islands as an exempt company on September 27, 2006.  We have had no revenue and have no operations.  Our efforts since our inception have been focused on developing and operating entertainment day cruises.  We own one vessel, which we expect to substantially renovate and equip with gaming, restaurant and entertainment related equipment.  The ports that we previously considered for the Company’s initial operations included ports in Florida and Texas.   We continue to evaluate ports in the United States from which to launch our initial operations.  The Company has identified and is evaluating a berthing location in North Charleston, South Carolina. We also continue to focus on international locations, primarily in East Asia where we may also establish our cruise operations, with a particular focus on home port locations in the Hong Kong Special Administrative Region of China and Taiwan.   We believe that the East Asian market presents opportunities for the launch of our cruise business.  In this effort, we have established a registered branch office in Taipei, Taiwan. We contemplated opening a representative office in Shanghai, which is located in mainland China; however we have recently decided to delay our efforts in mainland China until operations are first established in Hong Kong or Taiwan.

We do not have the cash reserves required to complete the renovations of our vessel or to commence operations.  We believe that we will need at least $12,000,000 of outside funding for us to launch our vessel and initiate our business. We may also decide to acquire another vessel from which we may establish our initial operations, which will require an undetermined amount of outside funding to acquire and initiate our entertainment cruise operations. We currently expect to renovate the m/v Island Breeze (the “Island Breeze”), a 410 foot vessel currently located in Greece which we acquired on September 12, 2007.  After renovations are complete, we expect the Island Breeze to have a passenger capacity of approximately 1,000 passengers.  Further, we expect that after the completion of renovations, the Island Breeze will feature a buffet restaurant, sport bar, a VIP lounge, showroom, and a full casino complete with slot machines and table games, although the final configuration may vary.  Upon completion of renovations of the Island Breeze, we intend to place the Island Breeze in service and establish our planned entertainment cruise operation from a yet to be determined port location.   If our initial operations are located in East Asia, we may decide to acquire another vessel from which we can commence our initial operations.  It would be anticipated that such a vessel will have a sufficient number of cabins to accommodate passengers on overnight or multi-day cruises versus the shorter duration cruises that can be operated by the Island Breeze.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim consolidated financial statements have been prepared by the Company, in accordance with generally accepted accounting principles pursuant to Regulation S-X of the Securities and Exchange Commission.  Accordingly, these interim financial statements should be read in conjunction with the Company’s financial statements and related notes as contained in Form 10-K for the year ended December 31, 2010. In the opinion of management, the interim consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. The results of the operations for the three months and six months ended June 30, 2011 are not necessarily indicative of the results of operations to be expected for the full year.

Principles of Consolidation

The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP.”)   The accompanying consolidated financial statements include the financial statements of the Company, and its subsidiary IB International. All inter-company transactions and balances between the Company and its subsidiary are eliminated upon

Use of Estimates

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

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Cash and Cash Equivalents

For the purposes of the statement of cash flows, cash equivalents include highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.  

Prepaid Expenses

Prepaid expenses are primarily comprised of advance payments made to vendors for equipment and services.  The Company records prepaid expenses at the expected recovery amount.

Property and Equipment

Property and equipment is stated at the historical cost, less accumulated depreciation. Depreciation on property, plant and equipment is provided using the straight-line method over the estimated useful lives of the assets for both financial and income tax reporting purpose as follows:

	Years
Vessel		30
Vessel improvement		3-28
Machinery and equipment		10
Computer hardware and software		3-5

We capitalize costs that are directly related to the purchase and renovation of the vessels.  We capitalize interest as part of vessel acquisition costs and other capital projects during their renovation period.  Upon placing the vessels into service, the vessels will be depreciated over their useful lives and the costs of repairs and maintenance, including minor improvement costs, will be charged to expenses as incurred. Further, upon placing vessels into service, specifically identified or estimated cost and accumulated depreciation of previously capitalized vessel components will be written off upon replacement.

Dry-dock costs primarily represent planned major maintenance activities that are incurred when a vessel is taken out of service for scheduled maintenance. These costs will be expensed as incurred.

Long-lived Assets

Long-lived assets primarily include property and equipment and intangible assets with finite lives. Long-lived assets are reviewed on a regular basis or, when such events occur that may require management to perform an interim review, for the existence of facts and circumstances that may suggest that the carrying amount of an asset or group of assets may not be recoverable. Recoverability of long-lived assets or groups of assets is assessed based on a comparison of the carrying amount to the estimated undiscounted future cash flows. If estimated future undiscounted net cash flows are less than the carrying amount, the asset is considered impaired and expense is recorded at an amount required to reduce the carrying amount to fair value. Determining the fair value of long-lived assets includes significant judgment by management, and different judgments could yield different results.

During the three and six months ended June 30, 2011, the Company did not recognize any impairment to its long lived assets.  From inception to December 31, 2010, the Company recognized an aggregate of $4,180,001 in impairment expense associated with the sale of a vessel on May 7, 2010.

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Advertising expense

The Company expenses advertising costs as incurred. The Company incurred no advertising expense for the three and six months ended June 30, 2011 and 2010 respectively.

Income Taxes

The Company accounts for income taxes under ASC 740 "Income Taxes". Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Comprehensive Income

Comprehensive income includes net income and also considers the effect of other changes to stockholders’ equity that are not required to be recorded in determining net income, but are rather reported as a separate component of stockholders’ equity. During the three and six months ended June 30, 2011 and 2010 there were no sources of other comprehensive income.

Fair Value of Financial Instruments

The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2011.  FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

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

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

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

The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the three and six months ended June 30, 2011.  The Company recognized an aggregate of $4,061,544 in impairment expense associated with the sale of a vessel on May 7, 2010.

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Earnings Per Share Information

FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share.  Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period.  Diluted earnings per share reflect the potential dilution of securities that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. During the three and six months ended June 30, 2011 and 2010, and from inception to June 30, 2011, common stock equivalents were not included in the calculation of the diluted weighted average number of common shares outstanding because they would be anti-dilutive, thereby decreasing the net loss per common share.

At June 30, 2011, the following convertible securities were not included in the fully-diluted loss per share because the result would have been anti-dilutive:  debt convertible into 1,091,808 shares at $0.50 per share, debt convertible into 340,000 shares at $0.25 per share, debt convertible into 825,000 shares at $0.20 per share,  debt convertible into 480,000 shares at $0.15 per share and debt convertible into 497,512 at $0.11 per share. 

Share Based Compensation

ASC 718 "Compensation - Stock Compensation" prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements the Company incurred losses from operations of $148,346 and $465,223 for the three months ended June 30, 2011 and 2010, respectively, $416,581 and $5,203,824 for the six months ended June 30, 2011 and 2010, respectively, and $10,077,497 from inception (September 27, 2006) through June 30, 2011. In addition, the Company’s current liabilities exceed its current assets by $1,449,300, as of June 30, 2011. These factors among others, including the Company’s current cash position, which was $71,106 as of June 30, 2011, may indicate that the Company may be unable to continue as a going concern for a reasonable period of time absent the infusion of substantial additional capital.

We do not have the cash reserves required to complete the renovations of our vessel or to commence operations.  We believe that we will need at least $12,000,000 of outside funding for us to launch our vessel and initiate our business. We may also decide to acquire another vessel from which we may establish our initial operations, which will require an undetermined amount of outside funding to acquire and initiate our entertainment cruise operations.  We currently expect to renovate the m/v Island Breeze, a 410 foot vessel currently located in Greece which we acquired on September 12, 2007.  Upon completion of renovations of the Island Breeze, we intend to place the Island Breeze in service and establish our planned entertainment cruise operation from a yet to be determined port location.   If our initial operations are located in East Asia, we may decide to acquire another vessel from which we can commence our initial operations.

If adequate funds are raised upon a debt or equity financing transaction and operations results improve significantly, management believes that the Company can meets its ongoing obligations and continue to operate.  However, no assurance can be given that management’s actions will result in the resolution of its liquidity problems or its eventual emergence as a profitable company.

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The Company's forward looking plan to continue as a going concern is primarily based upon raising additional capital in the form of debt or equity to enable us to initiate and sustain operations as an entertainment cruise business. We have had and will continue to have discussions with third parties to accomplish this goal which may result in our issuing equity securities, borrowing funds and issuing debt securities, restructuring existing debt, entering into joint ventures with third parties, selling assets, including gaming and other equipment we own or our vessel the mv Island Breeze, or any combination or the foregoing. Also, we have and will continue to implement plans to reduce our expenses consistent with our underlying business plan. There can be no assurance that our efforts in this regard will ultimately be successful.

The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.  

Recent Accounting Pronouncements

Recently Issued Standards

In the six months ended June 30, 2011, the Financial Accounting Standards Board (“FASB”) has issued ASU No. 2011-01 through ASU No. 2011-5, which is not expected to have a material impact on the consolidated financial statements upon adoption.

NOTE 3 - PROPERTY AND EQUIPMENT, NET

Property and equipment as of June 30, 2011 and December 31, 2010 were as follows:

	June 30,		December 31,
	2011		2010
	(Unaudited)
Furniture and fixtures	$	3,844	$	3,844
Office equipment		12,672		12,672
Computer software		3,573		3,573
		20,089		20,089
Less accumulated depreciation		14,530		12,852
Property and equipment, net	$	5,559	$	7,237,

Depreciation expense was $823 and $544 for the three months ended June 30, 2011 and 2010, respectively, $1,678 and $1,209 for the six months ended June 30, 2011 and 2010, respectively, and $14,530 since inception..

NOTE 4 – GAMING, ENTERTAINMENT EQUIPMENT, AND FURNITURE NOT IN USE

On May 23, 2008, the Company acquired the m/v Casino Royale from Catino, S.A.  The total costs related to the purchase of the vessel were $4,622,164.    On May 7, 2010 we sold the Casino Royale for $1,970,815, which net of various adjustments including relocation expenses, resulted in us realizing $887,000.  The sale excluded all gaming and entertainment equipment and furniture located on board the Casino Royale, which we believe had a current value of approximately $2,000,000.    During the year ended December 31, 2010, the Company sold certain of these assets with an aggregate book value of $1,312,657 for cash of $285,000 and a receivable of $191,090. The Company also recorded a revaluation loss of $118,457, and a loss on the sale of assets of $718,110.  At June 30, 2011, assets with a book value of $687,093 remain on the Company’s balance sheet.

15

NOTE 5 – VESSEL UNDER RENOVATION – M/V ISLAND BREEZE (EX ATLANTIS) 

On September 12, 2007, the Company completed the purchase of the passenger ship m/v Atlantis, and subsequently renamed it the m/v Island Breeze.  The total costs related to the purchase of the vessel were $8,039,645.  As of June 30, 2011, the Company has paid an additional $2,287,023 in renovation costs for a total cost of $10,326,668.

The m/v Island Breeze is currently moored in Elefsina Bay, near Piraeus, Greece.  We estimate that the full scale renovation of the Island Breeze will cost an additional $5,750,000 and will take approximately four months from the commencement of full scale renovations, which will occur after the required financing is secured.  Additionally, we anticipate that we will incur an additional $2,600,000 of costs related to the purchase and installation of gaming equipment, IT equipment, and other furniture, fixtures & equipment.  However, we believe that such costs can be reduced if we were to utilize, in part or in whole, the gaming equipment, IT equipment, and other furniture and fixtures that we removed from the Casino Royale prior to its sale.  Further, we will continue to incur additional carrying costs related to the Island Breeze while we seek to secure the financing necessary to renovate and refit the vessel.  We may modify the scope of the renovations if we are unable to secure the financing we require to complete the contemplated renovations.

NOTE 6 – DERIVATIVE LIABILITY

In June 2008, the FASB issued new accounting guidance, which requires entities to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock by assessing the instrument’s contingent exercise provisions and settlement provisions.  Instruments not indexed to their own stock fail to meet the scope exception of ASC 815 “Derivative and Hedging” and should be classified as a liability and marked-to-market.  The statement is effective for fiscal years beginning after December 15, 2008 and is to be applied to outstanding instruments upon adoption with the cumulative effect of the change in accounting principle recognized as an adjustment to the opening balance of retained earnings.

ASC 815-40 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity’s own stock.  As disclosed in Note 7 (q), during April of 2010, the Company entered into a convertible loan which contains a variable conversion price.   In accordance with ASC 815-40, this conversion option is classified as a derivative liability and was valued at $9,343.  This amount was credited to conversion option liability when the note was issued.   The estimated values of the conversion options were determined using the Black-Scholes pricing model and the following assumptions:  Expected volatility of 35% - 61%;   Expected life (years) of .63 to .17; risk free interest rate of 0.24% to 0.22%; and dividend rate of 0.  During the year ended December 31, 2010, the entire discount of $9,343 was amortized.  As disclosed in Note 7 (q), during June of 2011, the Company entered into a convertible loan in the amount of $50,000 which contains a variable conversion price.   In accordance with ASC 815-40, this conversion option is classified as a derivative liability and was valued at $44,782.  This amount was credited to conversion option liability when the note was issued.   The estimated values of the conversion options were determined using the Black-Scholes pricing model and the following assumptions:  Expected volatility of 35% - 61%;   Expected life (years) of .63 to .17; risk free interest rate of 0.24% to 0.22%; and dividend rate of 0.  During the three and six months ended June 30, 2011, $448 of this discount was amortized, and at June 30, 2011 the amount of unamortized discount was $44,334.

Based upon ASC 840-15-25 the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible securities. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date.  Accordingly, sufficient shares are deemed available to satisfy the potential conversion of the conventional convertible notes issued and these previously issued conventional convertible notes are not classified as derivatives.

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NOTE 7 – NOTES AND LOANS PAYABLE

Notes and loans payable consist of the following at June 30, 2011 and December 31, 2010:

	June 30,		December 31,
	2011		2010
	(Unaudited)
Notes payable - related parties, (a)(b)(d)	$	105,000	$	125,000
Notes payable – others, (c)		16,335		61,335
Convertible notes payable – related parties, (v)		45,000		-
Convertible notes payable, net, (e) through (af) except (v)		878,570		707,904
	$	1,044,905	$	894,239

(a)   On December 1, 2008 and December 5, 2008 the Company borrowed an aggregated sum of $90,000 from officers and directors of the Company.  The Company issued Promissory Notes with a term of one year at an interest rate of 5% that accrues to term.  The Notes were subsequently reissued under the original terms of the Notes and are payable along with accrued interest on December 1, 2011 and December 5, 2011.  During the year ended December 31, 2010, the Company made principal payments in the amount of $5,000 on these Notes. During the period from January 1, 2011 to June 30, 2011, the Company made principal payments of $20,000 and accrued interest payments of $2,135 on these Notes.  On June 30, 2011, the aggregate principal balance of the Notes was $65,000 and accrued interest was $8,883.

(b)   On June 4, 2009, the Company borrowed $50,000 and issued a Promissory Note to a lender affiliated with one of our directors.  The Promissory Note provides for interest at the rate of 5% per annum and is payable along with principal, sixty days from date of issue.  On August 5, 2009 the Company reissued the Promissory Note under the original terms, for $50,411, which included the original principle plus accrued interest.  We also issued 10,000 shares of Class A common stock in connection with this loan.   On October 13, 2009, the Company made a principal payment of $17,000 and reissued the Promissory Note under the original terms for $33,797, which included the remaining principal plus accrued interest.    On April 23, 2010, the Company paid the remaining principal balance of $8,411 and accrued interest of $693. At June 30, 2011, there is no balance due on this note for principal or accrued interest.

(c)   On June 18, 2009, the Company borrowed $250,000 and issued a Promissory Note evidencing this loan.  This loan, plus interest at the rate of 12% per annum and is payable 90 days from the date of issue.  We also issued 25,000 shares of Class A common stock in connection with this loan.  On September 17, 2009 the Company reissued the Promissory Note under the original terms, for $227,479, which included the original principle amount less a $30,000 principal pay down plus accrued interest.  The Promissory Note is payable 90 days from date of issue.  We also issued 25,000 shares of Class A common stock in connection with the extension of this loan.  On December 17, 2009 the Company reissued the Promissory Note under the original terms, for $200,788, which included the original principle amount less a $30,000 principal pay down plus accrued interest.  The Promissory Note is payable 104 days from date of issue.  We also issued 5,000 shares of Class A common stock in connection with the extension of this loan.    On April 1, 2010, the Company reissued the Promissory Note under the original terms, for $167,335, which included accrued interest.  The Promissory Note was payable six months from date of issue. On October 1, 2010, the Company reissued the Promissory Note under the original terms, for $91,335 and is payable along with accrued interest on March 31, 2011.  Subsequent to the due date, the lender verbally agreed to extend the Note on a month-to-month basis until paid in full.   During the period from January 1, 2011 to June 30, 2011, the Company made aggregate principal payments in the amount of $45,000.  At June 30, 2011, the Note balance was $16,335 and accrued interest on the Note was $4,693.

(d)   On October 9, 2009, the Company borrowed $49,000 and issued a Promissory Note to Olympian Cruises, LLC. The Promissory Note provides for interest at the rate of 5% per annum and is payable along with principal, one year from the date of issue.   On January 13, 2010, the Company made a principal payment in the amount of $500.  On June 3, 2010, the Company made a principal payment in the amount of $500.  On August 30, 2010, the Company made a principal payment in the amount of $8,000. On October 9, 2010, the Company reissued the Promissory Note under the original terms for $40,000 payable along with accrued interest on October 9, 2011.  On June 30, 2011, the Note balance was $40,000 and accrued interest on the Note was $3,575.

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(e)   On November 6, 2009, the Company borrowed $300,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 120,000 shares of Class A common stock in connection with this loan. On November 17, 2010, the Company reissued the Note under the original terms in the amount of $330,904 which included accrued interest of $30,904.  As additional consideration for the lender agreeing to this transaction, the Company issued 15,000 restricted shares of its Class A common stock to the note holder. On March 1, 2011, the Note was reissued in the amount of $330,904, with a maturity date of June 1, 2011.  As additional consideration of the lender agreeing to this transaction, the Company issued 10,000 restricted shares of its Class A common stock to the Note holder.  On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full.  On June 30, 2011, the Note balance was $330,904 and accrued interest on the Note was $20,398.

(f)   On November 17, 2009, the Company borrowed $72,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 22,500 shares of Class A common stock in connection with this loan.  On November 23, 2010, the Company issued a new Convertible Promissory Note in the principal amount of $72,000 to replace the expiring note. The new note bears interest at the rate of 12% per annum, and is payable in one installment on February 23, 2011.  On November 24, 2010, the Company paid accrued interest in the amount of $7,318.  The Company also issued 15,000 shares of Class A common stock in connection with the new note. On March 4, 2011, the Company issued a new Convertible Promissory Note in the principal amount of $72,000 to replace the expiring Note.  The new Note bears interest at the rate of 15% per annum, a conversion price of $0.15 per share, and is payable in one installment on May 31, 2011.  On March 8, 2011, the Company paid accrued interest in the amount of $2,369.  The Company also issued 30,000 shares of Class A common stock in connection with the new Note. Subsequent to the due date, the lender verbally agreed to extend the Note on a month-to-month basis until paid in full. On June 30, 2011, the Note balance was $72,000 and accrued interest on the Note was $3,515.

(g)   On December 18, 2009, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. On March 31, 2011, the holder of the Note converted the principal balance of $10,000 and accrued interest of $1,310 into 75,400 shares of Class A common shares which satisfied the Company’s obligations under this Note.

(h)   On December 31, 2009, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 2,000 shares of Class A common stock in connection with this loan. On February 11, 2011, the Company reissued the Note with a maturity date of September 30, 2011 and a conversion price of $0.25 per share. As additional consideration of the lender agreeing to this transaction, the Company issued 1,000 restricted shares of its Class A common stock to the Note holder.   On June 30, 2011, the Note balance was $10,000 and accrued interest was $1,496.

(i)   On December 31, 2009, the Company borrowed $15,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 3,000 shares of Class A common stock in connection with this loan.  On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full.  On June 30, 2011, the Note balance was $15,000 and accrued interest was $2,242.

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(j)   On February 1, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 1,000 shares of Class A common stock in connection with this loan.  On February 16, 2011, the holder converted $4,000 of principal and $1,084 of accrued interest due on the Note into 28,246 shares of Class A common stock.  We paid the lender $6,000 of remaining principal due to satisfy the Company’s obligations under the Note.

(k)   On February 3, 2010, the Company borrowed $20,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 4,000 shares of Class A common stock in connection with this loan. On February 11, 2011, the Company reissued the Note with a maturity date of September 30, 2011 and a conversion price of $0.25 per share. As additional consideration of the lender agreeing to this transaction, the Company issued 2,000 restricted shares of its Class A common stock to the Note holder.   On June 30, 2011, the Note balance was $20,000 and accrued interest was $2,806.

(l)   On February 13, 2010, the Company borrowed $30,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 6,000 shares of Class A common stock in connection with this loan.  On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full.  On June 30, 2011, the Note balance was $30,000 and accrued interest on the Note was $4,136.

(m)   On February 16, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 1,000 shares of Class A common stock in connection with this loan.  On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full.  On June 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $1,364.

(n)   On February 19, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 1,000 shares of Class A common stock in connection with this loan. On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full.   On June 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $1,361.

(o)   On February 19, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 1,000 shares of Class A common stock in connection with this loan. On February 19, 2011, the Company reissued the Note with a maturity date of September 30, 2011 and a conversion price of $0.25 per share. As additional consideration of the lender agreeing to this transaction, the Company issued 1,000 restricted shares of its Class A common stock to the Note holder.   On June 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $1,361.

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(p)   On February 19, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 1,000 shares of Class A common stock in connection with this loan.  On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full.  On June 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $1,368.

(q)   On April 16, 2010, we entered into a Securities Purchase Agreement (“SPA”) with an investor and pursuant thereto issued an 8% convertible promissory note in the amount of $85,000 that is convertible into shares of Class A Common Stock.  The loan is due in full along with accrued interest on December 1, 2010.  The Investor has the right to convert all or any part of the outstanding and unpaid principal amount, as well as the interest accrued on this note into fully paid and non-assessable shares of Common Stock.  The conversion price is sixty-seven percent of the average of the three lowest bid prices on the over-the-counter bulletin board during the 10-day period prior to the conversion. During the period commencing on the execution of the note and ending 180 days thereafter, subject to certain limitations, provided the Investor has not sent us a notice of conversion, we have the right to redeem the note for an amount equal to 150 percent of the outstanding principal amount of the note plus the interest accrued and unpaid thereon, plus certain other adjustments.   Because the conversion price is based upon the price of the Company stock and is a variable price, this convertible note is considered a derivative liability pursuant to ASC 815-40 (Note 6).  The beneficial derivative liability was valued via the Black-Scholes valuation method at $9,343 at the time the note was issued. This amount is considered a discount to the note, and is being amortized to interest expense over the life of the note.  During the year ended December 31, 2010, the entire discount of $9,343 was amortized.   During the year ended December 31, 2010, principal in the amount of $55,000 was converted into 314,738 shares of the Company’s Class A Common stock.  During the period January 1, 2011 to March 31, 2011, the remaining principal in the amount of $30,000 and accrued interest in the amount of $4,233 was converted into 267,399 Class A common shares which satisfied the Company’s obligations under this Note.  On June 13, 2011 we entered into a SPA with an investor and issued an 8% convertible promissory note, under identical terms as denoted above, in the amount of $50,000 that is convertible into shares of Class A Common Stock.  The loan is due in full along with accrued interest on March 5, 2012.  The beneficial derivative liability was valued via the Black-Scholes valuation method at $44,782 at the time the note was issued. The beneficial derivative liability was valued via the Black-Scholes valuation method at $51,776 as of June 30, 2011. This amount is considered a discount to the note, and is being amortized to interest expense over the life of the note.  During the three months ended June 30, 2011, $448 of the discount was amortized, and at June 30, 2011 the amount of unamortized discount was $44,334.

(r)   On June 15, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  .  On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full.  On June 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $1,041.

(s)   On September 29, 2010, the Company borrowed $80,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 8,000 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $80,000 and accrued interest on the Note was $6,028.

(t)   On November 10, 2010, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 12% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 3,000 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $25,000 and accrued interest on the Note was $1,837.

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(u)   On December 29, 2010, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 2,500 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $25,000 and accrued interest on the Note was $1,253.

(v) On February 10, 2011, the Company borrowed $20,000 from an Officer of the Company and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the lender may elect to convert the principal amount of this Note into Class A Common shares at a conversion price of $0.25 per share, which is based upon an agreed value with lender. On June 30, 2011, the Company borrowed $25,000 from an Officer of the Company and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable sixty days from the date of issue.  On or before the maturity date, upon written notice to the Company, the lender may elect to convert the principal amount of this Note into Class A Common shares at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also committed to issue 2,500 shares of Class A common stock in connection with this loan.  On June 30, 2011, the aggregated Notes balance was $45,000 and accrued interest on the Note was $778.

(w) On February 15, 2011, the Company borrowed $50,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 2,500 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $50,000 and accrued interest on the Note was $1,850.

(x) On February 15, 2011, the Company borrowed $5,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 250 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $5,000 and accrued interest on the Note was $185. 

(y) On February 15, 2011, the Company borrowed $5,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 250 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $5,000 and accrued interest on the Note was $185. 

(z) On February 15, 2011, the Company borrowed $5,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 250 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $5,000 and accrued interest on the Note was $185.

(aa) On February 15, 2011, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 1,250 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $25,000 and accrued interest on the Note was $924.

(ab) On February 25, 2011, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 2,500 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $25,000 and accrued interest on the Note was $856.

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(ac) On March 25, 2011, the Company borrowed $20,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 1,000 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $20,000 and accrued interest on the Note was $532.

(ad) On March 28, 2011, the Company borrowed $50,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 2,500 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $50,000 and accrued interest on the Note was $1,288.

(ae) On March 29, 2011, the Company borrowed $20,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 1,000 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $20,000 and accrued interest on the Note was $510.

(af) On June 30, 2011, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also committed to issue 1,000 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $0.

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NOTE 8 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has authorized 1,000,000 shares of blank check preferred stock at a par value $0.001 per share.  Our charter documents provide authorization to our Board of Directors to issue "blank check" preferred stock, with designations, rights and preferences as they may determine. Accordingly, our Board of Directors may, without stockholder approval, issue shares of preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock. These types of provisions may discourage, delay or prevent a change in our control and are traditional antitakeover measures. These provisions make it difficult for a majority stockholder to gain control of the Board of Directors and of our company. These provisions may be beneficial to our management and our Board of Directors in a hostile tender offer and may have an adverse impact on shareholders who may want to participate in such a tender offer, or who may want to replace some or all of the members of our Board of Directors.  To date, the Company has issued no preferred stock.

Common Stock

The Company’s capitalization authorized is 100,000,000 Class A common shares and 16,110,500 Class B common shares each class with a par value of $0.001 per share. As of June 30, 2011 the Company had 26,917,127 Class A common shares and 16,110,500 Class B common shares issued and outstanding.   A full description of our common stock is provided in the prelude to this Form 10-Q.

During the period from April 1, 2011 to June 30, 2011, we committed to issue an aggregate of 3,500 Class A common shares valued at $0.15 per share in connection with the execution of Convertible Notes.

The Company believes all of the issuances of securities referred to in this Note were exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof and other available exemptions.

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NOTE 9 – COMITTMENTS AND CONTINGENCIES

Leasing Arrangements

On March 31, 2010 the Company entered into a Lease Agreement with The Children’s Choice of New Jersey, Inc. to lease the premises located at 211 Benigno Blvd, Ste #201, Bellmawr, New Jersey.  The lease term commenced on April 1, 2010, and continues for thirteen months at a base lease rate of $1,209 per month, an aggregate of $15,717 with $10,881 due in 2010 and $4,836 in 2011.  At the end of the initial term, the company has the option to extend the terms of the lease for two additional twelve months periods at the base lease rate plus a maximum three percent increase.  On May 1, 2011, the lease was automatically extended for one additional year at the base rate of $1,209 per month.

On December 1, 2009 the Company entered into an agreement to lease office space in Taipei, Taiwan with a term expiring on November 30, 2012.  During the lease term the Company shall pay a base lease rate of $198 (NT6,000) per month.  The Company does not have a provision to renew the lease at the end of the initial lease term.

Future minimum rental payments under this operating lease are as follows:

	(Unaudited)
Six months ending December 31, 2011	$	8,442
Year ending December 31, 2012		16,976
	$	25,418

Rent expense for leased facilities for the three months ended June 30, 2011 and 2010 were $3,627 and $4,627, respectively, and $12,254 and $8,168 for the six months ended June 30, 2011 and 2010, respectively.

NOTE 10 RELATED PARTY TRANSACTIONS

During the period of April 1, 2011 to June 30, 2011, the Company engaged in the following related party transactions as noted in sub-notes below:

(1) On June 30, 2011, the Company borrowed $25,000 from a related party of the Company and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable sixty days from the date of issue.  On or before the maturity date, upon written notice to the Company, the lender may elect to convert the principal amount of this Note into Class A Common shares at a conversion price of $0.20 per share. 

NOTE 11 – SUBSEQUENT EVENTS

The Company evaluated its June 30, 2011 Quarterly Report on Form 10-Q for subsequent events through the filing date of this report. The Company is not aware of any subsequent events that would require recognition or disclosure in the consolidated financial statements, except for the ones disclosed below.

On July 28, 2011, an existing Lender to the Company, as referenced in Note 7(k) and 7(u), consolidated its two Convertible Promissory Notes in the aggregate amount of $45,000 of principal and accrued interest of $4,400, along with $25,000 of new principal, into a new Convertible Promissory Note in the amount of $74,400 evidencing this loan.  This loan, plus interest at the rate of 15% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share.  The Company also committed to issue 7,440 shares of Class A common stock in connection with this loan.

On August 8, 2011, an existing Lender to the Company, as referenced in Note 7(t), consolidated its Convertible Promissory Note in the amount of $25,000 principal and accrued interest of $2,150, along with $75,000 of new principal, into a new Convertible Promissory Note in the amount of $102,150 evidencing this loan.  This loan, plus interest at the rate of 15% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share.  The Company also committed to issue 10,215 shares of Class A common stock in connection with this loan.

On August 8, 2011, we entered into a Funding Commitment (the “Agreement”) in the amount of $12,500,000.  A full description of this Agreement is provided in Part II Item 5 and Exhibit 10.3 of this Quarterly Report.

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

Introduction

The following discussion and analysis summarizes the significant factors affecting (1) our consolidated results of operations for the three months ended June 30, 2011 compared to the three months ended June 30, 2010, and (2) our liquidity and capital resources. This discussion and analysis should be read in conjunction with the consolidated financial statements and notes included in Item 1 of this Report.

Principal Office

Our administrative office is located at 211 Benigno Blvd, Suite #201, Bellmawr, New Jersey, 08031. Our telephone number is 856-931-1505.

Other information

IB International has 43,027,627 shares outstanding on June 30, 2011 and 42,352,582 shares issued and outstanding on December 31, 2010. 16,110,500 of such shares are designated as Class B common shares and the holder has the right to cast ten votes for each share held of record on all matters submitted to a vote of holders of common stock.

IB International is responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Forms 10-K and Forms 10-Qs. The shareholders may read and copy any material filed by IB International with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC, 20549. The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which IB International has filed electronically with the SEC.  This information is available by accessing the SEC website using the following address: http://www.sec.gov or via the IB International maintained website at the following address: http://www.islandbreezeinternational.com.

DESCRIPTION OF THE PROPERTY

Plan of Operation

We have had no revenue and have no operations.  Our efforts since our inception have been focused on developing and operating entertainment day cruises.  We own one vessel, which we expect to substantially renovate and equip with gaming, restaurant and entertainment related equipment.  The ports that we previously considered for the Company’s initial operations included ports in Florida and Texas.   We continue to evaluate ports in the United States from which to launch our initial operations.  The Company has identified and is evaluating a berthing location in North Charleston, South Carolina. We also continue to focus on international locations, primarily in East Asia where we may also establish our cruise operations, with a particular focus on home port locations in the Hong Kong Special Administrative Region of China and Taiwan.   We believe that the East Asian market presents opportunities for the launch of our cruise business.  In this effort, we have established a registered branch office in Taipei, Taiwan. We contemplated opening a representative office in Shanghai, which is located in mainland China; however we have recently decided to delay our efforts in mainland China until operations are first established in Hong Kong or Taiwan.

We do not have the cash reserves required to complete the renovations of our vessel or to commence operations.  We believe that we will need at least $12,000,000 of outside funding for us to launch our vessel and initiate our business. We may also decide to acquire another vessel from which we may establish our initial operations, which will require an undetermined amount of outside funding to acquire and initiate our entertainment cruise operations. We currently expect to renovate the m/v Island Breeze (the “Island Breeze”), a 410 foot vessel currently located in Greece which we acquired on September 12, 2007.  After renovations are complete, we expect the Island Breeze to have a passenger capacity of approximately 1,000 passengers.  Further, we expect that after the completion of renovations, the Island Breeze will feature a buffet restaurant, sports bar, a VIP lounge, showroom, and a full casino complete with slot machines and table games, although the final configuration may vary.  Upon completion of renovations of the Island Breeze, we intend to place the Island Breeze in service and establish our planned entertainment cruise operation from a yet to be determined port location.   If our initial operations are located in East Asia, we may decide to acquire another vessel from which we can commence our initial operations.  It would be anticipated that such a vessel will have a sufficient number of cabins to accommodate passengers on overnight or multi-day cruises versus the shorter duration cruises that can be operated by the Island Breeze. 

As of June 30, 2011, we had six full-time employees and an additional two individuals who were independent contractors working for us either in their individual capacities or through professional service companies controlled by them. No employee is represented by a labor union.  We anticipate employing additional personnel as needed for the casino gaming floor, food and beverage outlets, terminal services, and the operations of the vessel and the Company.

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Investment Policies

IB International does not have an investment policy at this time other than to deposit any funds it has on hand into interest bearing accounts such as term deposits or invested in short term money instruments.

Critical Accounting Policies

Our discussion and analysis of the Company’s financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us 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 ongoing basis, management reevaluates its estimates and judgments. The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business.  Certain conditions, discussed below, currently exist which raise doubt upon the validity of this assumption.  The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Results of Operations

We are a development stage company.  Since inception, our efforts have been principally devoted to the acquisition and renovation of two vessels. From inception, September 27, 2006, to June 30, 2011, we have sustained accumulated losses of $10,077,497.  Included in the loss were general and administrative expenses, impairment expense of one of our previous owned vessels, loss from the sale of some of our equipment, a charge taken from the revaluation of a conversion option liability of a convertible note as discussed in Note 7(q), as well as professional fees not associated with the purchase and renovation of our vessels.

General and administrative expenses amounted to $112,544 for the three months ended June 30, 2011, compared to $417,466 for the three months ended June 30, 2010, a decrease of $304,922. The decrease in expenses is predominately due to the decrease in costs associated with consulting services, the costs associated with travel, as well as a decrease in the costs associated with acquiring capital as disclosed in Note 7.

General and administrative expenses amounted to $358,868 for the six months ended June 30, 2011, compared to $1,079,221 for the six months ended June 30, 2010, a decrease of $720,353. The decrease in expenses is predominately due to the decrease in costs associated with consulting services, the costs associated with travel, as well as a decrease in the costs associated with acquiring capital as disclosed in Note 7.

Nonoperating expenses amounted to $35,802 for the three months ended June 30, 2011, compared to $47,757 for the three months ended June 30, 2010, a decrease of $11,955.  The decrease is primarily due to a decrease in the revaluation of a conversion option liability during the three months ended June 30, 2010.

Nonoperating expenses amounted to $57,713 for the six months ended June 30, 2011, compared to $4,124,603 for the six months ended June 30, 2010, a decrease of $4,066,890.  The decrease is primarily due to an impairment charge taken on a vessel and equipment during the six months ended June 30, 2010.

Interest expense amounted to $28,809 for the three months ended June 30, 2011, compared to $20,051 for the three months ended June 30, 2010.  The increase is due to an increase in accrued interest on convertible and promissory notes.

Interest expense amounted to $50,723 for the six months ended June 30, 2011, compared to $35,353 for the six months ended June 30, 2010.  The increase is due to an increase in accrued interest on convertible and promissory notes.

Balance Sheet Discussion

As of June 30, 2011 and December 31, 2010

As of June 30, 2011, our total assets were $11,196,062, total liabilities were $1,626,042 and shareholders’ equity was $9,570,020 compared to $11,185,877, $1,343,021 and $9,842,856, respectively, as of December 31, 2010.  Current assets at June 30, 2011 were $176,742 consisting of cash and cash equivalents of $71,106, other receivable of $1,600 and prepaid expenses of $104,036 compared to $49,635, $192,690 and $102,899, respectively, at December 31, 2010.  Included in total assets as of June 30, 2011 are property, and equipment, net of depreciation, of $5,559 and other assets of $11,013,761 consisting of the cost of vessel we have acquired and costs related to renovations of the vessel as well as gaming/entertainment equipment not in use, compared to $7,237 and $10,833,416, respectively, for the period ended December 31, 2010 with respect to these items. 

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As of June 30, 2011, our total liabilities and our current liabilities were $1,626,042 consisting of officer loans and notes payables and other loans in the amount of $166,335, accounts payable of $191,154, convertible notes payable of $878,570, accrued interest of $74,836, derivative liability of $51,776, accrued expenses of $173,371, and other short term liabilities of $90,000,  compared to total and current liabilities of $1,343,021, officer loan and notes payables  of $186,335, accounts payable of $196,835, convertible notes payable of $707,904, accrued interest of $38,778, derivative liability of $18,202, and accrued expenses of $194,967, respectively for the period ended December 31, 2010.

The increase in our liabilities for the six months ended June 30, 2011 compared to December 31, 2010 primarily resulted from an increase in our convertible notes payable.

The net cash used in our operating activities in the six month period ended June 30, 2011 was $127,184, a decrease of $821,541 from that used in the six month period ended June 30, 2010, which net decrease was affected primarily by an impairment charge incurred to adjust the book value of one of our vessels, loss on the sale of assets, increases in our net loss, prepaid expenses and accrued expenses year over year, a decrease in accounts payables year over year, and issuance of stock for services rendered in lieu of cash.

Net cash used in investment activities in the six month period ended June 30, 2011 was $180,345, consisting of acquisition and renovation of property and equipment, which is an increase of $840,695 compared to the cash used in investment activities during the six month period ended June 30, 2010.  Net cash provided by financing activities in the six month period ended June 30, 2011 was $329,000, compared to $370,945 from the six month period ended June 30, 2010, consisting of proceeds from issuance of convertible notes, loans, and capital contributions. Cash and cash equivalents for the six months ended June 30, 2011, decreased by $88,797, as compared to December 31, 2010. 

Our capital expenditure plan for 2011 is estimated to approximate $15,000,000 to facilitate our renovation plan, purchase of gaming equipment, hiring of additional personnel, terminal improvements, marketing, working capital reserves, and general corporate purposes.  We require additional financing to continue.  The Company expects financing will be supplied by additional capital contributions from the Company’s shareholders, long-term debt, the sale of securities or a combination thereof.  There can be no assurance that financing from such sources or from any sources will be available to us. 

We have funded our activities to date through capital contributions from our shareholders, short term loans, convertible notes and issuance of our common stock.  As of June 30, 2011, we had shareholders’ equity of $9,570,020, but little cash on hand.

Liquidity and Capital Resources

On June 30, 2011, we borrowed $25,000 from an officer of the Company and issued a convertible promissory note evidencing the loan.  This loan, plus interest at the rate of 10% annum, is payable sixty days from the date of issue.  Pursuant to the terms of the note, on or before the maturity date, upon written notice, the lender may elect to convert the principal amount of this note into shares of Class A common stock at a conversion price of $0.20 per share.

On June 30, 2011, we borrowed $10,000 from an individual and issued a convertible promissory note evidencing the loan.  This loan, plus interest at the rate of 10% annum, is payable twelve months from the date of issue.  Pursuant to the terms of the note, on or before the maturity date, upon written notice, the lender may elect to convert the principal amount of this note into shares of Class A common stock at a conversion price of $0.20 per share.

During the three months ending June 30, 2011, we borrowed an aggregate of $90,000 against an established line of credit. This loan, plus interest accrued at the rate of 18% annum, is payable at the discretion of the Company during the term of the credit line, but shall be paid in full no later than June 1, 2012.  

On June 13, 2011, we entered into a Securities Purchase Agreement (“SPA”) with an investor and pursuant thereto issued an 8% convertible promissory note in the amount of $50,000 that is convertible into shares of Class A Common Stock. The loan is due in full along with accrued interest on March 5, 2012. The Investor has the right to convert all or any part of the outstanding and unpaid principal amount, as well as the interest accrued on this note into fully paid and non-assessable shares of Common Stock. The conversion price is sixty-seven percent of the average of the three lowest bid prices on the over-the-counter bulletin board during the 10-day period prior to the conversion. During the period commencing on the execution of the note and ending 180 days thereafter, subject to certain limitations, provided the Investor has not sent us a notice of conversion, we have the right to redeem the note for an amount equal to 150 percent of the outstanding principal amount of the note plus the interest accrued and unpaid thereon, plus certain other adjustments.  On June 30, 2010, the Note balance was $5,852, which is net of outstanding principal of $50,000, discount on convertible note of $44,334 and accrued interest of $186.

During the three months period ending June 30, 2011, the Company made aggregate principal payments of $25,000 on a promissory note referenced in Notes 7(c).

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The Company believes all of the issuances of securities referred to in this Note were exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof and other available exemptions.

As of August 1, 2011, the Company’s aggregate obligation under promissory notes due on or before June 30, 2012 is approximately $1,089,239.  Of this amount, approximately $922,904 is evidenced by promissory notes which are convertible into shares of our Class A Common Stock at the option of the holder.  Approximately $829,239 of our obligations under outstanding promissory notes will become due on or between July 1, 2011 and December 31, 2011.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company incurred net losses of $416,581 and $5,203,824 for the six months ended June 30, 2011 and 2010, respectively and $10,077,497 from inception (September 27, 2006) through June 30, 2011. In addition, the Company’s current liabilities exceed its current assets by $1,449,300 as of June 30, 2011. These factors among others, including the Company’s current cash position, which was $71,106 as of June 30, 2011, indicate that the Company may be unable to continue as a going concern for a reasonable period of time absent the infusion of substantial additional capital.

If adequate funds are raised upon a debt or equity financing transaction and operations results improve significantly, management believes that the Company can meets its ongoing obligations and continue to operate.  However, no assurance can be given that management’s actions will result in the resolution of its liquidity problems or its eventual emergence as a profitable company.

The Company's forward looking plan to continue as a going concern is primarily based upon raising additional capital in the form of debt or equity to enable us to initiate and sustain operations as an entertainment cruise business. We have had and will continue to have discussions with third parties to accomplish this goal which may result in our issuing equity securities, borrowing funds and issuing debt securities, restructuring existing debt, entering into joint ventures with third parties, selling assets, including gaming and other equipment we own or our vessel the mv Island Breeze, or any combination or the foregoing. Also, we have and will continue to implement plans to reduce our expenses consistent with our underlying business plan. There can be no assurance that our efforts in this regard will ultimately be successful.

The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.  

Impact of Inflation

Since we have had no operations to date, inflation has not affected the results of our operations, but may affect the costs we will incur to complete the renovation of our vessels.  Do not expect such consequences to be significant given the current economic client.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not hold instruments that are sensitive to changes in interest rates, foreign currency exchange rates or commodity prices. Therefore, we believe that we are not materially exposed to market risks resulting from fluctuations from such rates or prices.  Currency and exchange rate fluctuations may negatively impact our financial results.  We expect to pay for the renovations of one of our vessels (the Island Breeze) in Euros and will therefore be adversely affected if the value of the U.S. dollar declines against the Euro.  Furthermore, currency fluctuations will directly affect our operational results if we operate in foreign countries.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC's rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.

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Our Chief Executive Officer, and our Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2011 as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2011, our Chief Executive Officer, and our Chief Financial Officer, concluded that, as of such date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be declared by us in reports that we file with or submit to the SEC is (1) recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.  There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2011  that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting and therefore no corrective actions were taken. 

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no legal proceedings to which IB International is a party or is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.

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

The Company’s capitalization authorized is 100,000,000 Class A common shares and 16,110,500 Class B common shares each class with a par value of $0.001 per share. As of June 30, 2011 the Company had 26,917,127 Class A common shares and 16,110,500 Class B common shares issued and outstanding.   A full description of our common stock is provided in the prelude to this Form 10-Q.

During the period from April 1, 2011 to June 30, 2011, we committed to issue an aggregate of 3,500 Class A common shares valued at $0.15 per share in connection with the execution of Convertible Notes.

The Company believes all of the issuances of securities referred to in this Note were exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof and other available exemptions.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES 

None

ITEM 4.  (REMOVED AND RESERVED)

ITEM 5.  OTHER INFORMATION

On August 8, 2011, we entered into a Funding Commitment (the “Agreement”) in the amount of $12,500,000 as evidenced in Exhibit 10.3 of this Quarterly Report.  Pursuant to the Agreement, the underwriter will, use its  best efforts, to place  an aggregate of $12,500,000 of Secured Promissory Notes (the “Notes”) to be issued by a  subsidiary to be formed by the Company (“NewCo”).  The Notes will mature in 5 years and interest on the Notes will be fixed at issue at a rate not to exceed 420 basis points over comparable maturing US Treasury Notes.  Interest on the Notes shall be paid annually in arrears with a balloon payment of principal due at maturity.

The Notes will be secured by a first lien on the Company’s vessel, the mv Island Breeze, which will be transferred to NewCo, as well as, among other security, land leases used for docking the vessel, office leases and equipment related to the vessel.  The funding date of the Notes is expected to approximate ninety (90) days from commencement.

Pursuant to the agreement, an underwriting fee of $500,000 was paid by a third party (the ”Investor”), to cover expenses associated with due diligence, securitization, registration, listing and all underwriting costs involved in this transaction.  The Company has agreed to reimburse the Investor the $500,000 from the proceeds of the Notes, and on successful completing of the offering, pay it $250,000 in consideration for advancing the underwriting fee.  In the event the Notes are not subscribed, the underwriter has agreed to fully refund the underwriting fee to the  Investor.  Upon successful placement of the Notes, the Company will pay the underwriter an origination fee of 3% and a success fee of 1.5% of the principal funding amount.

The proceeds from the Notes will be utilized to continue renovations on the mv Island Breeze as well as other costs associated with the establishment of operations from a port located in the United States.

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ITEM 6.  EXHIBITS AND REPORTS ON 8-K

Exhibit Index

Exhibit No	Description
2.1***	Agreement and Plan of Share Exchange, dated as of June 12, 2009, among Goldpoint Resources, Inc. and Olympian Cruises, LLC.
3.1**	Articles of Incorporation of Goldpoint Resources, Inc.
3.2**	By-Laws Incorporation of Goldpoint Resources, Inc.
3.3*****	Amended and Restated Certificate of Incorporation of Island Breeze International, Inc.
3.4*****	By-Laws of Island Breeze International, Inc.
4.1***	Form of Convertible Promissory Note in the principal amount of $500,000 issued by Island Breeze International to Catino, SA dated May 23, 2008.
4.2***	Form of Convertible Promissory Note in the principal amount of $4,000,000 issued by Island Breeze International to Catino, SA dated May 23, 2008.
4.3***	Form of Convertible Promissory Note in the principal amount of $500,000 issued by Island Breeze International to Catino, SA dated September 3, 2008.
4.4***	Form of Convertible Promissory Notes issued to investors, in the aggregate principal amount of $150,000, in June 2009.
4.5***	Form of Convertible Promissory Note issued to Patrick Orr in the amount of $600,000, dated June 12, 2009.
4.6****	Drawdown Equity Financing Agreement between Island Breeze International, Inc. and Auctus Private Equity Fund, LLC dated January 25, 2010.
4.7****	Registration Rights Agreement Between Island Breeze International, Inc. and Auctus Private Equity Fund, LLC dated January 25, 2010.
4.8*****	Island Breeze International 2009 Stock Incentive Plan.
4.9******	Form of Joint Venture Agreement between an investor, Island Breeze International, Inc. and Island Breeze International dated, April 16, 2010.
4.10******	Form of Securities Purchase Agreement, between Island Breeze International and an investor dated, April 16, 2010.
4.11******	Form of Securities Purchase Agreement, between Island Breeze International and an investor dated, April 16, 2010, with respect to the Convertible Promissory Note in the amount of $85,000 issued by the Company on April 16, 2010.
4.12******	Form of Convertible Promissory Note issued to an investor, in the principal amount of $85,000 dated, April 16, 2010.
4.13*******	Form of Amendment of the Joint Venture Agreement between an investor, Island Breeze International, Inc. and Island Breeze International and the Securities Purchase Agreement, between Island Breeze International and an investor, each dated, April 16, 2010.
10.1***	Mortgage issued as of May, 2008 by Island Breeze International, as Mortgagor, to Catino, S.A., as Mortgagee.
10.2******	Memorandum of Understanding between Island Breeze International and Amandla Icon Shipping Corporation Pte Ltd dated April 17, 2009.
10.3*	Form of Funding Commitment dated, August 3, 2011.
14*****	Code of Ethics.
21.1*****	Subsidiaries
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14a under the Securities Exchange Act of 1934.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14a under the Securities Exchange Act of 1934.
32.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

Numbers with (*) are filed herewith.  Numbers with (**) have been incorporated by reference from our Form SB-2, filed on December 13, 2007.  Numbers with (***) have been incorporated by reference from our Current Report on Form 8-K, filed on June 18, 2009.  Numbers with (****) have been incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2010.  Numbers with (*****) have been incorporated by reference from our Annual Report on Form 10-K, filed on April 14, 2010.  Numbers with (******) have been incorporated by reference from our Current Report on Form 8-K, filed on April 22, 2010.  Numbers with (*******) have been incorporated by reference from our Current Report on Form 8-K, filed on November 12, 2010.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	ISLAND BREEZE INTERNATIONAL, INC.
Dated: August 10, 2011	By:	/s/  Bradley T. Prader
		Bradley T. Prader
		President and Chief Executive Officer
	By:	/s/  Steven G. Weismann
		Steven G. Weismann
		Chief Financial Officer

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EX-10.3

EXHIBIT 10.3

Funding Commitment

Date:  __ August 2011

Subject to the terms and conditions hereof, we hereby issue this Funding Commitment for the benefit of Island Breeze International, on behalf of ______________, (or another name selected by Island Breeze International) a company to be formed (hereinafter, “NEWCO”); and, the Subscribers to the Structured Note to be created hereafter.  This Funding Commitment is not transferable and the benefits hereunder may not be assigned.

Project Description:                                           

Gaming Cruise Vessel – Renovations – Terminal Setup

Obligor:

NEWCO, on the date hereof, a wholly owned subsidiary of Island Breeze International (hereinafter, “Obligor”).

Collateral – First Lien Position on the following:

410ft casino/day passenger cruise vessel, built in 1967, legally know as “M/V Island Breeze” (hereinafter, “Vessel”) with all improvements, furniture, fixtures and equipment owned on the funding date or thereafter acquired by “Obligor”; together with all permits, licenses that can lawfully be encumbered, contracts, docking rights, cash on hand on the funding date and cash on hand thereafter of Obligor; and, any and all intellectual property including without limitation trade names, trademarks, copyrights and ghosts works held by the Obligor on the date of funding or thereafter acquired by Obligor or its parent, affiliates and/or associated companies exclusively relating to the Vessel and the contemplated business model structured around and involving the “M/V Island Breeze” or such other name that may hereafter be adopted.  Also to include all land leases used for docking the Vessel, & office space, and all leases on equipment.

Transaction Type:

Structured Note to pay the cost of renovations of the existing Vessel and to thereafter cause the Vessel to be put into service as a gaming cruise ship.

Principal Funding Amount:

Twelve Million Five Hundred Thousand US Dollars (US$12,500,000.00)

Term:

Five (5) years, interest paid annually in arrears with balloon payment of principal at maturity of the Structured Note to be issued by Obligor, which shall be underwritten and marketed by Underwriter

Face Stated Simple Interest Rate:

Not to exceed 420 basis points over comparable maturing United States Treasuries, to be fixed at the time of initial issuance of the Structured Note to the Subscribers thereto (“Subscribers”).

Underwriter Placement Success Fee:

One and One Half Percent (1.5%) of the

Principle Funding Amount.

Origination Fee:

Not to exceed 3.0% of the Principal Funding Amount

Underwriting Expenses and Fees:

The fees, costs and expenses associated with the underwriting of the proposed Structured Note and the securitization thereof, together with cost of credit enhancement, due diligence, registration, listing fees and all costs to be incurred in furtherance thereof and/or of the transactions contemplated in this agreement, including but not limited to those listed in the immediately succeeding paragraph, and the paragraphs entitled “Other Fees” and “Evidence of Title” are collectively hereinafter referred to as the “Underwriting Expenses”.

Subject to the Reimbursement Undertaking set forth below and in the “Guarantee on Funding Commitment” executed concurrently herewith, the Underwriting Fee, as described in the succeeding paragraph, is to be advanced by _____________________ (the “Investor”) to pay the Underwriting Expenses, which shall include the cost of the initial due diligence verifying all aspects of Obligor's proposed business model, representations of fact and reasonableness of assumptions made and to be made by Obligor inclusive of a feasibility study conforming to the requirements of the Subscribers, as well as, the providing of credit enhancement in favor of Underwriter and/or its assigns as the beneficiary thereof in an amount equal to the Principal Funding Amount and possibly accrued interest at the option of the Subscribers to the Structured Notes to be issued by Obligor, underwritten and marketed by Underwriter.

The “Underwriting Fee” shall be Five Hundred Thousand US Dollars (US$500,000.00) to be paid by  Investor  to Underwriter through Commercial Escrow Services, pursuant to the “Joint Escrow Instructions” with escrow identifier: ______________ (hereinafter “Escrow”) as follows:

Subject to the provisions of the Reimbursement Undertaking set forth below and referenced in the "Guarantee of Funding Commitment" executed concurrently herewith, upon full execution by all parties to this “Funding Commitment” and the “Investor Agreement”, as well as, Underwriter’s  delivery of the executed “Guarantee of Funding Commitment”, which shall be delivered by Underwriter to Obligor and Investor, Investor shall cause the sum of Five Hundred Thousand US Dollars (US$500,000.00) to be released to Underwriter pursuant to the terms and conditions of the “Joint Escrow Instructions” executed concurrently herewith.

The actual “Commencement Date” of this “Funding Commitment” shall be upon Commercial Escrow’s electronic transfer of the “Underwriting Fee” to the banking coordinates to be provided by Underwriter in writing hereafter (hereinafter, “Commencement Date”).

Reimbursement Undertaking:

In the event that the Structured Notes are not sold to the Subscribers to generate funding of the entire Principle Funding Amount within Ninety (90) days of the “Commencement Date” by Underwriter (the “Funding Failure”), promptly on written request of Investor, the entire amount of the Underwriting Fee advanced to Underwriter in the amount of Five Hundred Thousand USD ($500,000.00) shall be fully refunded by Underwriter without any deduction or withholding of any nature directly to ”Investor”, at which time the duties of Underwriter to Investor and Obligor, except for Underwriter’s obligation to pay the Underwriting Expenses, shall be discharged in their entirety, and the duties of Investor and Obligor to Underwriter shall be discharged in their entirety, with Obligor and Underwriter restored to the position they held prior to issuance of the "Funding Commitment", whereupon, except as set forth in this paragraph, such Funding Commitment" shall then become void with no party having no further duties or obligations to any other party or any third person or entity who may have been an intended third party beneficiary of the agreements contemplated herein.

The Obligor shall have the right and power to terminate this “Funding Commitment” agreement and any other agreements executed with respect to the transactions contemplated herein at any time after a Funding Failure and unless so terminated, Obligor shall cooperate in the execution of all documents reasonably necessary for the creation, listing and sale of the Structured Notes.  Obligor may not and shall not terminate any related agreements with Underwriter without written permission from Investor.  In the absence of any breach by Underwriter under this agreement, including the occurrence of a Funding Failure, which will be deemed a breach by Underwriter hereunder, if the Obligor anticipatorily repudiates the funding to take place or, refuses to accept the funds generated by Underwriter’s activities on the terms set forth herein, Underwriter shall not be obligated to refund the Underwriting Fee.

Other Fees:

As part of the Underwriting Expenses, there may be costs, fees and expenses incurred for retaining of Supervisor Architects and/or Survey Company, a third party disbursement company after funding; and, prior to funding for other professionals including feasibility experts, a new appraisal and survey prepared by an approved company by the Subscribers and/or their underwriters, as well as, business plan preparers, underwriters and subscription commitment or "Lock-Up" fee to be paid to those that may subscribe to the Structured Notes to be issued, and the costs, fees, and expenses referred to in the paragraphs hereof entitled “Evidence of Title” and Underwriting Expenses and Fees”.   These fees though will, if necessary, be advanced by Underwriter and, together with any other costs, fees and expenses constituting Underwriting Expenses, are the responsibility of Underwriter and shall be satisfied by Underwriter, except to the extent they exceed the amount of the Underwriting Fee.  In the event the Principal Funding Amount is funded as contemplated herein, the Obligor shall be responsible for up to $50,000 of these fees to the extent such fees are reasonable and to the extent such reasonable fees exceed the amount of the Underwriting Fee, in which case the amount of Obligor’s obligation hereunder shall be paid exclusively from the funding proceeds at closing, there being no obligation of Obligor hereunder if such funding does not occur.  If funding should not occur, the Underwriting Expenses shall be the responsibility of and paid by Underwriter.  Obligor shall be entitled to a copy of any appraisal, and all studies made on the Project, as long as Underwriter has been compensated for said studies.

Closing Date:

Closing and Funding of said project shall occur no later than Ninety (90) calendar days from the “Commencement Date”.  In the event Underwriter is unable to Close and Fund according to the terms and conditions stated above, then a refund of the Underwriting Fee shall occur as stated in the above Section entitled “Reimbursement Undertaking”

Evidence of Title:

Concurrently with disbursementof the Principal Funding Amount or any portions thereof sufficient to retire any existing debt or liens against the Vessel, Underwriter will use __________ to ensure clean title and a secured first lien position against the vessel naming Underwriter and its assigns as the loss payee thereof.  The Underwriting Expenses includes the fees of ___________ and the cost of recording documents, at the time of closing, if any.

Required items and Conditions: The following must be submitted prior to commencement of the Offering Memorandum for Funding

● ”NEWCO”, a Cayman Island Corporation, will be formed after the “Funding Commitment” has been accepted and executed by Obligor.

● The above named collateral will be transferred to NEWCO prior to close, upon written notice to and consent from Underwriter, not to be unreasonably withheld.  Underwriter acknowledges that the vessel may be transferred to facilitate financings from third parties.

● Island Breeze International’s written notification to Underwriter  that: to the best of their knowledge, the City of ________________ is supportive of this project with evidence thereof.

● Corporate Documents of Island Breeze International and NewCo.

● Along with this “Funding Commitment”, the “Joint Escrow Instructions”, and “Investors Agreement” are fully executed and delivered to Underwriter.

● Letter from Obligor's insurance agency identifying that Obligor has the ability to secure all marine insurance on the Vessel listed as collateral and the personal property to be acquired and/or otherwise owned and to be utilized on the Vessel naming Underwriter and/or its assigns as a loss payee and additional insured thereof for an amount equal to the face value of the Structured Notes.

● Proposed marketing plan to evidence Obligor's ability to market the business to ensure proper cash flow to maintain operations and service the debt.

● Pro forma Income and Expense Statements, with explanations of the basis for the projections.

● Estimated, detailed projected time line for the scope of construction, installation of equipment and licensing.

● Detailed “Line Item Breakdown” for the use of proceeds inclusive of soft cost, closing cost and reimbursements, to include; (i) Construction cost, (ii) itemized list of equipment, (iii) Itemized breakdown of “Startup & Working Capital”,

● Complete Appraisal and Survey of the Vessel [by a US based appraisal and survey company certified by the American Society of Appraisers and the National Association of Marine Surveyors, to be approved by Obligor] with all proposed improvements to determine: (i) Cost Approach, (ii) Sales Comparison Approach, (iii) Income Capitalization Approach.  (Underwriter will order subject to approval of appraiser by Obligor.)

● Feasibility Study, by a firm approved by Obligor, to determine the following factors:  (i) Technology and system; (ii) Economic; (iii) Legal; (iv) Operational; and, (v) Schedule.  (Underwriter will order)

● A letter from Obligor's legal counsel as to the ways and means to perfect a first position security interest on the Vessel and personal property thereon and to be acquired in the jurisdiction where the Vessel is to be registered.

● Executed Contracts with ______________ as ship renovation/construction company. If Obligor decides to select an alternative company such  company shall be reasonably acceptable to Underwriter.

● Insurance Policies required; (i) Commercial Watercraft  to include [Hull & Machinery, Protection & Indemnity, Vessel Pollution, Collision Liability], (ii) Maritime Employers Liability, (iii) Workman’s Comp, (v) Business Insurance, (vi)  General Liability

● Such other documents reasonably related to the "Obligor's" business model and reasonably requested in writing hereafter

Duties of Underwriter:

Underwriter is solely responsible for all processing and underwriting of the Offering Memorandum to insure compliance with the applicable laws of the European Union and that the requirements of the Subscribers are met.  The Offering Memorandum is subject to Obligor’s approval.  Underwriter will work diligently with Obligor to ensure a prompt closing. Underwriter has retained ______________ as the processing company for this transaction.  All documents and conditions delivered to _____________ will be acknowledged by Underwriter as received.

The Principal Funding Amount shall be disbursed pursuant to a line item breakdown to be agreed by and between Obligor and Underwriter which shall be specifically detailed in the Offering Memorandum and enforced by an Institutional Disbursement Agent to be retained by Underwriter in the geographic location of Obligor.  Underwriter will take all steps necessary to protect the confidentiality of all materials and information provided to Underwriter by Obligor that need not be disclosed in the Offering Memorandum.  Underwriter can obtain the financing as described herein in any suitable form, as long as the financial conditions of such funding are within the terms of this Funding Commitment.

Duties of Obligor:

The Obligor agrees to use its best efforts to comply with any reasonable requests by Underwriter for information, documentation or supporting materials, including but not limited to the listed “Required Items and Conditions” within a reasonable time, not to exceed fifteen (15) calendar days from the date of the request for such being received by Obligor, unless otherwise agreed by Underwriter.  It is agreed that, in the event Obligor requires additional time to submit said information, documentation or supporting material, the “Closing Date” shall be extended to the extent of the additional time requested by Obligor to comply with Underwriter’s request for information or documentation.

Jurisdiction – Exception to United States Securities Laws:

Obligor, Underwriter and Investor hereby consent to jurisdiction of the state and federal courts located in Fresno County, State of California (USA) which shall retain exclusive jurisdiction with respect to any dispute regarding or related to the Underwriting Fee, the transaction documents, and the commitment documents, which shall be governed and construed in accordance with the laws of the State of California, until (i) the closing and funding of Principal Funding Amount.

It is expressly understood and agreed, that the services of Underwriter are being performed exclusively in the country of Switzerland and will be performed in conformity with the securities laws of the government of Switzerland; and, that the Structured Notes to be underwritten and marketed by Underwriter shall not be structured or marketed in the United States.

General Provisions:

This “Funding Commitment” reflects the sole and entire agreement of Underwriter and Obligor regarding the subject matter hereof. This “Funding Commitment” is intended to be a binding obligation by and between the parties.  This Funding Commitment may be modified by subsequent written agreement between the parties.  A duly executed facsimile transmission of this “Funding Commitment” by facsimile machine or electronic mail shall be considered an original of the document, and shall have the same effect and force as executed originals of this document.  Except as provided above, this “Funding Commitment” is issued and will be governed and construed in accordance with the laws of the country of Switzerland and any disputes shall only be litigated in the Kanton of Zurich.

Term of Funding Commitment:

Underwriter  grants “Obligor” until 5:00pm PST on  August 2011 to accept this “Funding Commitment” and the provisions of the Escrow Instructions causing both to be duly executed and returned on or before the close of business that day.  It being expressly agreed that delivery thereafter shall not serve to bind Underwriter to the provisions hereof absent Underwriter’s subsequent agreement to accept "Obligor's" offer for the rendition of services thereafter.

Accepted by:

Underwriter

___________________________________

                                                                Dated

Island Breeze International, on behalf of

NewCo – to be formed.

___________________________________

Bradley T. Prader, CEO                       Dated

Investor

___________________________________

                                                                Dated

EX-31.1

EXHIBIT 31.1

CERTIFICATION 

I, Bradley T. Prader, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Island Breeze International, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c.  evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

d.  disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and registrant's board of directors (or persons performing equivalent functions):

a.  all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 

b.  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	ISLAND BREEZE INTERNATIONAL, INC.
Dated: August 10, 2011	By:	/s/ Bradley T. Prader
		Bradley T. Prader
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Steven G. Weismann, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Island Breeze International, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4.  The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 

5.  The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the registrant's board of directors (or persons performing equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	ISLAND BREEZE INTERNATIONAL, INC.
Dated: August 10, 2011	By:	/s/ Steven G. Weismann
		Steven G. Weismann
		Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Island Breeze International, Inc. (the "Company") on Form 10-Q for the fiscal quarter ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Bradley T. Prader, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

	ISLAND BREEZE INTERNATIONAL, INC.
Dated: August 10, 2011	By:	/s/ Bradley T. Prader
		Bradley T. Prader
		Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Island Breeze International, Inc. (the "Company") on Form 10-Q for the fiscal quarter ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven G. Weismann, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

	ISLAND BREEZE INTERNATIONAL, INC.
Dated: August 10, 2011	By:	/s/ Steven G. Weismann
		Steven G. Weismann
		Chief Financial Officer

XML



Consolidated Balance Sheets (Parentheticals) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	26,917,127	26,242,082
Common stock, shares outstanding	26,917,127	26,242,082
Common Class B [Member]
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	16,110,500	16,110,500
Common stock, shares issued	16,110,500	16,110,500
Common stock, shares outstanding	16,110,500	16,110,500

XML



Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended		57 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011
Revenues	$ 0	$ 0	$ 0	$ 0	$ 0
Cost of Revenues	0	0	0	0	0
Gross Profit	0	0	0	0	0
General and administrative expenses	112,544	417,466	358,868	1,079,221	4,968,106
Operating loss	(112,544)	(417,466)	(358,868)	(1,079,221)	(4,968,106)
Nonoperating expense:
Impairment of vessel and equipment				(4,061,544)	(4,180,001)
Loss from revaluation of conversion option liability	(6,994)	(27,767)	(6,994)	(27,767)	(47,881)
Loss from sale of equipment					(718,110)
Interest income	1	61	4	61	1,291
Interest expense	(28,809)	(20,051)	(50,723)	(35,353)	(164,690)
Loss before income tax expense	(148,346)	(465,223)	(416,581)	(5,203,824)	(10,077,497)
Income tax expense	0	0	0	0	0
Net Loss	$ (148,346)	$ (465,223)	$ (416,581)	$ (5,203,824)	$ (10,077,497)
Net loss per share, basic (in Dollars per share)	$ 0.00	$ (0.01)	$ (0.01)	$ (0.13)
Net loss per share, diluted (in Dollars per share)	$ 0.00	$ (0.01)	$ (0.01)	$ (0.13)
Weighted average number of shares of common stock outstanding, basic (in Shares)	43,027,627	41,581,893	42,798,038	41,202,140
Weighted average number of shares of common stock outstanding, diluted (in Shares)	43,027,627	41,581,893	42,798,038	41,202,140

XML



Document And Entity Information	6 Months Ended
	Jun. 30, 2011	Jul. 31, 2011 Common Class B [Member]	Jul. 31, 2011 Common Class A [Member]
Entity Registrant Name	Island Breeze International, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		16,110,500	26,917,127
Amendment Flag	false
Entity Central Index Key	0001419886
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Jun. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

XML



NOTE 5 - VESSEL UNDER RENOVATION - M/V ISLAND BREEZE (EX ATLANTIS)

6 Months Ended

Jun. 30, 2011

Property, Plant and Equipment [Table Text Block]

NOTE 5 – VESSEL UNDER RENOVATION – M/V ISLAND BREEZE (EX ATLANTIS) 

On September 12, 2007, the Company completed the purchase of the passenger ship m/v Atlantis, and subsequently renamed it the m/v Island Breeze.  The total costs related to the purchase of the vessel were $8,039,645.  As of June 30, 2011, the Company has paid an additional $2,287,023 in renovation costs for a total cost of $10,326,668.

The m/v Island Breeze is currently moored in Elefsina Bay, near Piraeus, Greece.  We estimate that the full scale renovation of the Island Breeze will cost an additional $5,750,000 and will take approximately four months from the commencement of full scale renovations, which will occur after the required financing is secured.  Additionally, we anticipate that we will incur an additional $2,600,000 of costs related to the purchase and installation of gaming equipment, IT equipment, and other furniture, fixtures & equipment.  However, we believe that such costs can be reduced if we were to utilize, in part or in whole, the gaming equipment, IT equipment, and other furniture and fixtures that we removed from the Casino Royale prior to its sale.  Further, we will continue to incur additional carrying costs related to the Island Breeze while we seek to secure the financing necessary to renovate and refit the vessel.  We may modify the scope of the renovations if we are unable to secure the financing we require to complete the contemplated renovations.

XML



NOTE 10 - RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2011

Related Party Transactions Disclosure [Text Block]

NOTE 10 RELATED PARTY TRANSACTIONS

During the period of April 1, 2011 to June 30, 2011, the Company engaged in the following related party transactions as noted in sub-notes below:

(1) On June 30, 2011, the Company borrowed $25,000 from a related party of the Company and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable sixty days from the date of issue.  On or before the maturity date, upon written notice to the Company, the lender may elect to convert the principal amount of this Note into Class A Common shares at a conversion price of $0.20 per share. 

XML



NOTE 1 - BASIS OF PRESENTATION AND NATURE OF BUSINESS

6 Months Ended

Jun. 30, 2011

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 1 - BASIS OF PRESENTATION AND NATURE OF BUSINESS

Basis of Presentation

Island Breeze International, Inc. (“IB International” or the “Company”, “we”, “our”), a development-stage enterprise under the provisions of ASC 915 “Development Stage Enterprises” is the holding company of Island Breeze International (“IBI”). IBI’s core business is focused on developing and operating entertainment day cruises.  The mission of IBI is to develop the next generation entertainment product for the discerning population, who demand excellence and an alternative closer to home.

On June 12, 2009 IB International’s predecessor, Goldpoint Resources, Inc. (“Goldpoint”), acquired all of the issued and outstanding capital stock of IBI, a privately held exempt Cayman Islands company, which before closing was a wholly-owned subsidiary of Olympian Cruises, LLC (“Olympian”), a Delaware Limited Liability Company.

As of June 12, 2009, Olympian acquired control of Goldpoint in a transaction we referred to herein as the Share Exchange.  As of such date, Goldpoint issued 30,000,000 shares of its common stock (or approximately 77.8 % of Goldpoint’s common stock outstanding on the date hereof) to Olympian.  In return for such issuances of shares, Goldpoint received all of the outstanding shares of capital stock of IBI thus, IBI became Goldpoint’s wholly-owned subsidiary and the business of the subsidiary constitutes our only operations.

Since this transaction resulted in existing shareholders of IBI acquiring control of Goldpoint, for financial reporting purposes, the business combination has been accounted for as an additional capitalization of Goldpoint (a reverse acquisition with IBI as the accounting acquirer).  As the operations of IBI are the only continuing operations of the Company, in accounting for the transaction, IBI is deemed to be the purchaser for financial reporting purposes.  Accordingly, IBI’s net assets were included in the consolidated balance sheet at their historical value.

Under the agreement relating to the Share Exchange (the “Exchange Agreement”), we were required to merge into a newly formed Delaware corporation (the “Merger”), thereby became a Delaware corporation, change our name to Island Breeze International, Inc. and change our authorized capital stock to 100,000,000 shares of Class A Common Stock, par value $0.001 per share, 16,110,500 shares of Class B Common Stock, par value $0.001 per share and 1,000,000 shares of preferred stock, par value $0.001 per share.  

It was originally contemplated that the Merger would occur prior to the consummation of the Share Exchange and that 13,889,500 shares of Class A Common Stock and 16,110,500 shares of Class B Common Stock would be issued to Olympian on consummation of the Share Exchange.  However, in order to facilitate the closing of the Share Exchange, Goldpoint and Olympian agreed to effect the Merger after the consummation of the Share Exchange rather than beforehand.  

As a result of the Merger, Goldpoint, our predecessor Nevada Corporation, no longer exists, our name has changed to Island Breeze International, Inc. and each outstanding share of Goldpoint’s common stock, $0.001 par value, has been automatically converted into one share of Class A Common Stock of IB International.  Each outstanding stock certificate representing Goldpoint common stock is deemed, without any action by the shareholder to represent the same number of shares of Class A Common Stock of IB International.  Stockholders did not need to exchange their stock certificates as a result of the Merger.

Also, as contemplated in the Exchange Agreement, Olympian exchanged 16,110,500 shares of Class A Common Stock for and identical number of Class B Common Stock.  The Class A and Class B Common Stock are substantially identical except that holders of Class A Common Stock will have the right to cast one vote for each share held of record and holders of Class B Common Stock have the right to cast ten votes for each share held of record on all matters submitted to a vote of holders of common stock. The Class A Common Stock and Class B Common Stock vote together as a single class on all matters on which stockholders may vote, including the election of directors, except when class voting is required by applicable law.  

The difference in voting rights described above increases the voting power of the Class B Common stockholders and, accordingly, has an anti-takeover effect. The existence of the Class B Common Stock may make the Company a less attractive target for a hostile takeover bid or render more difficult or discourage a merger proposal, an unfriendly tender offer, a proxy contest, or the removal of incumbent management, even if such transactions were favored by the stockholders of the Company other than the Class B Common stockholders. Thus, the stockholders may be deprived of an opportunity to sell their shares at a premium over prevailing market prices, in the event of a hostile takeover bid. Those seeking to acquire the Company through a business combination will be compelled to consult first with the Class B Common stockholders in order to negotiate the terms of such business combination.  Any such proposed business combination will have to be approved by our Board of Directors, which may be under the control of the Class B Common stockholders, and if stockholder approval is required, the approval of the Class B Common stockholders will be necessary before any such business combination can be consummated.

On September 15, 2009, the Company adopted its 2009 Stock Incentive Plan (the “Plan” of “SIP“).  We adopted the 2009 Plan to provide a means by which employees, directors, and consultants of the Company and those of our subsidiaries and other designated affiliates, which we refer to together as our affiliates, may be granted awards of our Class A Common Stock, be given the opportunity to purchase our Class A Common Stock and be granted other benefits including those measured by increases in the value of our Class A Common Stock, to assist in retaining the services of such persons, to secure and retain the services of persons capable of filling such positions and to provide incentives for such persons to exert maximum efforts for our success and the success of our affiliates.

Subject to the terms of the Plan, the plan administrator, currently the Company’s Board of Directors, shall determine the provisions, terms, and conditions of each award including, but not limited to, the vesting schedules, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, shares, or other consideration) upon settlement, payment contingencies, performance criteria for vesting and other matters.  During the three months ended June 30, 2011, the Company awarded no shares of Class A Common Stock under the Plan.  On June 30, 2011 there are 4,705,000 shares are available for issuance under the Plan.

On August 14, 2009, IBI, the Company’s wholly-owned subsidiary, formed a new wholly-owned subsidiary named Island Breeze International Asia Limited, a Hong Kong corporation. IBI may utilize this corporation to operate certain entertainment cruises in Asia, if such cruises are launched. From inception through the date of this filing there has been no activity in this corporation.

Nature of Business

Effective on the closing of the Share Exchange mentioned above, we abandoned all activities related to our mining business and our activities are conducted exclusively through IBI.

IBI was incorporated under the laws of the Cayman Islands as an exempt company on September 27, 2006.  We have had no revenue and have no operations.  Our efforts since our inception have been focused on developing and operating entertainment day cruises.  We own one vessel, which we expect to substantially renovate and equip with gaming, restaurant and entertainment related equipment.  The ports that we previously considered for the Company’s initial operations included ports in Florida and Texas.   We continue to evaluate ports in the United States from which to launch our initial operations.  The Company has identified and is evaluating a berthing location in North Charleston, South Carolina. We also continue to focus on international locations, primarily in East Asia where we may also establish our cruise operations, with a particular focus on home port locations in the Hong Kong Special Administrative Region of China and Taiwan.   We believe that the East Asian market presents opportunities for the launch of our cruise business.  In this effort, we have established a registered branch office in Taipei, Taiwan. We contemplated opening a representative office in Shanghai, which is located in mainland China; however we have recently decided to delay our efforts in mainland China until operations are first established in Hong Kong or Taiwan.

We do not have the cash reserves required to complete the renovations of our vessel or to commence operations.  We believe that we will need at least $12,000,000 of outside funding for us to launch our vessel and initiate our business. We may also decide to acquire another vessel from which we may establish our initial operations, which will require an undetermined amount of outside funding to acquire and initiate our entertainment cruise operations. We currently expect to renovate the m/v Island Breeze (the “Island Breeze”), a 410 foot vessel currently located in Greece which we acquired on September 12, 2007.  After renovations are complete, we expect the Island Breeze to have a passenger capacity of approximately 1,000 passengers.  Further, we expect that after the completion of renovations, the Island Breeze will feature a buffet restaurant, sport bar, a VIP lounge, showroom, and a full casino complete with slot machines and table games, although the final configuration may vary.  Upon completion of renovations of the Island Breeze, we intend to place the Island Breeze in service and establish our planned entertainment cruise operation from a yet to be determined port location.   If our initial operations are located in East Asia, we may decide to acquire another vessel from which we can commence our initial operations.  It would be anticipated that such a vessel will have a sufficient number of cabins to accommodate passengers on overnight or multi-day cruises versus the shorter duration cruises that can be operated by the Island Breeze.

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NOTE 7 - NOTES AND LOANS PAYABLE

6 Months Ended

Jun. 30, 2011

Debt Disclosure [Text Block]

NOTE 7 – NOTES AND LOANS PAYABLE

Notes and loans payable consist of the following at June 30, 2011 and December 31, 2010:

	June 30,		December 31,
	2011		2010
	(Unaudited)
Notes payable - related parties, (a)(b)(d)	$	105,000	$	125,000
Notes payable – others, (c)		16,335		61,335
Convertible notes payable – related parties, (v)		45,000		-
Convertible notes payable, net, (e) through (af) except (v)		878,570		707,904
	$	1,044,905	$	894,239

(a)   On December 1, 2008 and December 5, 2008 the Company borrowed an aggregated sum of $90,000 from officers and directors of the Company.  The Company issued Promissory Notes with a term of one year at an interest rate of 5% that accrues to term.  The Notes were subsequently reissued under the original terms of the Notes and are payable along with accrued interest on December 1, 2011 and December 5, 2011.  During the year ended December 31, 2010, the Company made principal payments in the amount of $5,000 on these Notes. During the period from January 1, 2011 to June 30, 2011, the Company made principal payments of $20,000 and accrued interest payments of $2,135 on these Notes.  On June 30, 2011, the aggregate principal balance of the Notes was $65,000 and accrued interest was $8,883.

(b)   On June 4, 2009, the Company borrowed $50,000 and issued a Promissory Note to a lender affiliated with one of our directors.  The Promissory Note provides for interest at the rate of 5% per annum and is payable along with principal, sixty days from date of issue.  On August 5, 2009 the Company reissued the Promissory Note under the original terms, for $50,411, which included the original principle plus accrued interest.  We also issued 10,000 shares of Class A common stock in connection with this loan.   On October 13, 2009, the Company made a principal payment of $17,000 and reissued the Promissory Note under the original terms for $33,797, which included the remaining principal plus accrued interest.    On April 23, 2010, the Company paid the remaining principal balance of $8,411 and accrued interest of $693. At June 30, 2011, there is no balance due on this note for principal or accrued interest.

(c)   On June 18, 2009, the Company borrowed $250,000 and issued a Promissory Note evidencing this loan.  This loan, plus interest at the rate of 12% per annum and is payable 90 days from the date of issue.  We also issued 25,000 shares of Class A common stock in connection with this loan.  On September 17, 2009 the Company reissued the Promissory Note under the original terms, for $227,479, which included the original principle amount less a $30,000 principal pay down plus accrued interest.  The Promissory Note is payable 90 days from date of issue.  We also issued 25,000 shares of Class A common stock in connection with the extension of this loan.  On December 17, 2009 the Company reissued the Promissory Note under the original terms, for $200,788, which included the original principle amount less a $30,000 principal pay down plus accrued interest.  The Promissory Note is payable 104 days from date of issue.  We also issued 5,000 shares of Class A common stock in connection with the extension of this loan.    On April 1, 2010, the Company reissued the Promissory Note under the original terms, for $167,335, which included accrued interest.  The Promissory Note was payable six months from date of issue. On October 1, 2010, the Company reissued the Promissory Note under the original terms, for $91,335 and is payable along with accrued interest on March 31, 2011.  Subsequent to the due date, the lender verbally agreed to extend the Note on a month-to-month basis until paid in full.   During the period from January 1, 2011 to June 30, 2011, the Company made aggregate principal payments in the amount of $45,000.  At June 30, 2011, the Note balance was $16,335 and accrued interest on the Note was $4,693.

(d)   On October 9, 2009, the Company borrowed $49,000 and issued a Promissory Note to Olympian Cruises, LLC. The Promissory Note provides for interest at the rate of 5% per annum and is payable along with principal, one year from the date of issue.   On January 13, 2010, the Company made a principal payment in the amount of $500.  On June 3, 2010, the Company made a principal payment in the amount of $500.  On August 30, 2010, the Company made a principal payment in the amount of $8,000. On October 9, 2010, the Company reissued the Promissory Note under the original terms for $40,000 payable along with accrued interest on October 9, 2011.  On June 30, 2011, the Note balance was $40,000 and accrued interest on the Note was $3,575.

(e)   On November 6, 2009, the Company borrowed $300,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 120,000 shares of Class A common stock in connection with this loan. On November 17, 2010, the Company reissued the Note under the original terms in the amount of $330,904 which included accrued interest of $30,904.  As additional consideration for the lender agreeing to this transaction, the Company issued 15,000 restricted shares of its Class A common stock to the note holder. On March 1, 2011, the Note was reissued in the amount of $330,904, with a maturity date of June 1, 2011.  As additional consideration of the lender agreeing to this transaction, the Company issued 10,000 restricted shares of its Class A common stock to the Note holder.  On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full.  On June 30, 2011, the Note balance was $330,904 and accrued interest on the Note was $20,398.

(f)   On November 17, 2009, the Company borrowed $72,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 22,500 shares of Class A common stock in connection with this loan.  On November 23, 2010, the Company issued a new Convertible Promissory Note in the principal amount of $72,000 to replace the expiring note. The new note bears interest at the rate of 12% per annum, and is payable in one installment on February 23, 2011.  On November 24, 2010, the Company paid accrued interest in the amount of $7,318.  The Company also issued 15,000 shares of Class A common stock in connection with the new note. On March 4, 2011, the Company issued a new Convertible Promissory Note in the principal amount of $72,000 to replace the expiring Note.  The new Note bears interest at the rate of 15% per annum, a conversion price of $0.15 per share, and is payable in one installment on May 31, 2011.  On March 8, 2011, the Company paid accrued interest in the amount of $2,369.  The Company also issued 30,000 shares of Class A common stock in connection with the new Note. Subsequent to the due date, the lender verbally agreed to extend the Note on a month-to-month basis until paid in full. On June 30, 2011, the Note balance was $72,000 and accrued interest on the Note was $3,515.

(g)   On December 18, 2009, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. On March 31, 2011, the holder of the Note converted the principal balance of $10,000 and accrued interest of $1,310 into 75,400 shares of Class A common shares which satisfied the Company’s obligations under this Note.

(h)   On December 31, 2009, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 2,000 shares of Class A common stock in connection with this loan. On February 11, 2011, the Company reissued the Note with a maturity date of September 30, 2011 and a conversion price of $0.25 per share. As additional consideration of the lender agreeing to this transaction, the Company issued 1,000 restricted shares of its Class A common stock to the Note holder.   On June 30, 2011, the Note balance was $10,000 and accrued interest was $1,496.

(i)   On December 31, 2009, the Company borrowed $15,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 3,000 shares of Class A common stock in connection with this loan.  On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full.  On June 30, 2011, the Note balance was $15,000 and accrued interest was $2,242.

(j)   On February 1, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 1,000 shares of Class A common stock in connection with this loan.  On February 16, 2011, the holder converted $4,000 of principal and $1,084 of accrued interest due on the Note into 28,246 shares of Class A common stock.  We paid the lender $6,000 of remaining principal due to satisfy the Company’s obligations under the Note.

(k)   On February 3, 2010, the Company borrowed $20,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 4,000 shares of Class A common stock in connection with this loan. On February 11, 2011, the Company reissued the Note with a maturity date of September 30, 2011 and a conversion price of $0.25 per share. As additional consideration of the lender agreeing to this transaction, the Company issued 2,000 restricted shares of its Class A common stock to the Note holder.   On June 30, 2011, the Note balance was $20,000 and accrued interest was $2,806.

(l)   On February 13, 2010, the Company borrowed $30,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 6,000 shares of Class A common stock in connection with this loan.  On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full.  On June 30, 2011, the Note balance was $30,000 and accrued interest on the Note was $4,136.

(m)   On February 16, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 1,000 shares of Class A common stock in connection with this loan.  On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full.  On June 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $1,364.

(n)   On February 19, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 1,000 shares of Class A common stock in connection with this loan. On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full.   On June 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $1,361.

(o)   On February 19, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 1,000 shares of Class A common stock in connection with this loan. On February 19, 2011, the Company reissued the Note with a maturity date of September 30, 2011 and a conversion price of $0.25 per share. As additional consideration of the lender agreeing to this transaction, the Company issued 1,000 restricted shares of its Class A common stock to the Note holder.   On June 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $1,361.

(p)   On February 19, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 1,000 shares of Class A common stock in connection with this loan.  On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full.  On June 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $1,368.

(q)   On April 16, 2010, we entered into a Securities Purchase Agreement (“SPA”) with an investor and pursuant thereto issued an 8% convertible promissory note in the amount of $85,000 that is convertible into shares of Class A Common Stock.  The loan is due in full along with accrued interest on December 1, 2010.  The Investor has the right to convert all or any part of the outstanding and unpaid principal amount, as well as the interest accrued on this note into fully paid and non-assessable shares of Common Stock.  The conversion price is sixty-seven percent of the average of the three lowest bid prices on the over-the-counter bulletin board during the 10-day period prior to the conversion. During the period commencing on the execution of the note and ending 180 days thereafter, subject to certain limitations, provided the Investor has not sent us a notice of conversion, we have the right to redeem the note for an amount equal to 150 percent of the outstanding principal amount of the note plus the interest accrued and unpaid thereon, plus certain other adjustments.   Because the conversion price is based upon the price of the Company stock and is a variable price, this convertible note is considered a derivative liability pursuant to ASC 815-40 (Note 6).  The beneficial derivative liability was valued via the Black-Scholes valuation method at $9,343 at the time the note was issued. This amount is considered a discount to the note, and is being amortized to interest expense over the life of the note.  During the year ended December 31, 2010, the entire discount of $9,343 was amortized.   During the year ended December 31, 2010, principal in the amount of $55,000 was converted into 314,738 shares of the Company’s Class A Common stock.  During the period January 1, 2011 to March 31, 2011, the remaining principal in the amount of $30,000 and accrued interest in the amount of $4,233 was converted into 267,399 Class A common shares which satisfied the Company’s obligations under this Note.  On June 13, 2011 we entered into a SPA with an investor and issued an 8% convertible promissory note, under identical terms as denoted above, in the amount of $50,000 that is convertible into shares of Class A Common Stock.  The loan is due in full along with accrued interest on March 5, 2012.  The beneficial derivative liability was valued via the Black-Scholes valuation method at $44,782 at the time the note was issued. The beneficial derivative liability was valued via the Black-Scholes valuation method at $51,776 as of June 30, 2011. This amount is considered a discount to the note, and is being amortized to interest expense over the life of the note.  During the three months ended June 30, 2011, $448 of the discount was amortized, and at June 30, 2011 the amount of unamortized discount was $44,334.

(r)   On June 15, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  .  On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full.  On June 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $1,041.

(s)   On September 29, 2010, the Company borrowed $80,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 8,000 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $80,000 and accrued interest on the Note was $6,028.

(t)   On November 10, 2010, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 12% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 3,000 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $25,000 and accrued interest on the Note was $1,837.

(u)   On December 29, 2010, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan.  The Company also issued 2,500 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $25,000 and accrued interest on the Note was $1,253.

(v) On February 10, 2011, the Company borrowed $20,000 from an Officer of the Company and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the lender may elect to convert the principal amount of this Note into Class A Common shares at a conversion price of $0.25 per share, which is based upon an agreed value with lender. On June 30, 2011, the Company borrowed $25,000 from an Officer of the Company and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable sixty days from the date of issue.  On or before the maturity date, upon written notice to the Company, the lender may elect to convert the principal amount of this Note into Class A Common shares at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also committed to issue 2,500 shares of Class A common stock in connection with this loan.  On June 30, 2011, the aggregated Notes balance was $45,000 and accrued interest on the Note was $778.

(w) On February 15, 2011, the Company borrowed $50,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 2,500 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $50,000 and accrued interest on the Note was $1,850.

(x) On February 15, 2011, the Company borrowed $5,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 250 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $5,000 and accrued interest on the Note was $185. 

(y) On February 15, 2011, the Company borrowed $5,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 250 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $5,000 and accrued interest on the Note was $185. 

(z) On February 15, 2011, the Company borrowed $5,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 250 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $5,000 and accrued interest on the Note was $185.

(aa) On February 15, 2011, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 1,250 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $25,000 and accrued interest on the Note was $924.

(ab) On February 25, 2011, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 2,500 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $25,000 and accrued interest on the Note was $856.

(ac) On March 25, 2011, the Company borrowed $20,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 1,000 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $20,000 and accrued interest on the Note was $532.

(ad) On March 28, 2011, the Company borrowed $50,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 2,500 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $50,000 and accrued interest on the Note was $1,288.

(ae) On March 29, 2011, the Company borrowed $20,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also issued 1,000 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $20,000 and accrued interest on the Note was $510.

(af) On June 30, 2011, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.  This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.  The Company also committed to issue 1,000 shares of Class A common stock in connection with this loan.  On June 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $0.

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NOTE 8 - STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2011

Stockholders' Equity Note Disclosure [Text Block]

NOTE 8 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has authorized 1,000,000 shares of blank check preferred stock at a par value $0.001 per share.  Our charter documents provide authorization to our Board of Directors to issue "blank check" preferred stock, with designations, rights and preferences as they may determine. Accordingly, our Board of Directors may, without stockholder approval, issue shares of preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock. These types of provisions may discourage, delay or prevent a change in our control and are traditional antitakeover measures. These provisions make it difficult for a majority stockholder to gain control of the Board of Directors and of our company. These provisions may be beneficial to our management and our Board of Directors in a hostile tender offer and may have an adverse impact on shareholders who may want to participate in such a tender offer, or who may want to replace some or all of the members of our Board of Directors.  To date, the Company has issued no preferred stock.

Common Stock

The Company’s capitalization authorized is 100,000,000 Class A common shares and 16,110,500 Class B common shares each class with a par value of $0.001 per share. As of June 30, 2011 the Company had 26,917,127 Class A common shares and 16,110,500 Class B common shares issued and outstanding.   A full description of our common stock is provided in the prelude to this Form 10-Q.

During the period from April 1, 2011 to June 30, 2011, we committed to issue an aggregate of 3,500 Class A common shares valued at $0.15 per share in connection with the execution of Convertible Notes.

The Company believes all of the issuances of securities referred to in this Note were exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof and other available exemptions.

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NOTE 6 - DERIVATIVE LIABILITY

6 Months Ended

Jun. 30, 2011

Derivative Instruments and Hedging Activities Disclosure [Text Block]

NOTE 6 – DERIVATIVE LIABILITY

In June 2008, the FASB issued new accounting guidance, which requires entities to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock by assessing the instrument’s contingent exercise provisions and settlement provisions.  Instruments not indexed to their own stock fail to meet the scope exception of ASC 815 “Derivative and Hedging” and should be classified as a liability and marked-to-market.  The statement is effective for fiscal years beginning after December 15, 2008 and is to be applied to outstanding instruments upon adoption with the cumulative effect of the change in accounting principle recognized as an adjustment to the opening balance of retained earnings.

ASC 815-40 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity’s own stock.  As disclosed in Note 7 (q), during April of 2010, the Company entered into a convertible loan which contains a variable conversion price.   In accordance with ASC 815-40, this conversion option is classified as a derivative liability and was valued at $9,343.  This amount was credited to conversion option liability when the note was issued.   The estimated values of the conversion options were determined using the Black-Scholes pricing model and the following assumptions:  Expected volatility of 35% - 61%;   Expected life (years) of .63 to .17; risk free interest rate of 0.24% to 0.22%; and dividend rate of 0.  During the year ended December 31, 2010, the entire discount of $9,343 was amortized.  As disclosed in Note 7 (q), during June of 2011, the Company entered into a convertible loan in the amount of $50,000 which contains a variable conversion price.   In accordance with ASC 815-40, this conversion option is classified as a derivative liability and was valued at $44,782.  This amount was credited to conversion option liability when the note was issued.   The estimated values of the conversion options were determined using the Black-Scholes pricing model and the following assumptions:  Expected volatility of 35% - 61%;   Expected life (years) of .63 to .17; risk free interest rate of 0.24% to 0.22%; and dividend rate of 0.  During the three and six months ended June 30, 2011, $448 of this discount was amortized, and at June 30, 2011 the amount of unamortized discount was $44,334.

Based upon ASC 840-15-25 the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible securities. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date.  Accordingly, sufficient shares are deemed available to satisfy the potential conversion of the conventional convertible notes issued and these previously issued conventional convertible notes are not classified as derivatives.

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Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parentheticals) (Common Class A [Member], USD $)	12 Months Ended																																					3 Months Ended
	Dec. 31, 2006 Shares Issued September_27_2006 [Member]	Dec. 31, 2009 Shares Issued For Convertible Notes Payable InJune_2009 [Member]	Dec. 31, 2009 Shares Issued For Convertible Notes Payable OnJune_2009 [Member]	Dec. 31, 2009 Shares Issued For Services InJune_2009 [Member]	Dec. 31, 2009 Shares Issued For Services OnJune_2009 [Member]	Dec. 31, 2009 Shares Sold For Cash InJune_2009 [Member]	Dec. 31, 2009 Shares Issued For Services InJuly_2009 [Member]	Dec. 31, 2009 Shares Issued For Cash InJuly_2009 [Member]	Dec. 31, 2009 Shares Sold For Cash InAugust_2009 [Member]	Dec. 31, 2009 Shares Sold For Cash InSeptember_2009 [Member]	Dec. 31, 2009 Shares Issued For Convertible Notes Payable InSeptember_2009 [Member]	Dec. 31, 2009 Shares Issued For Services InSeptember_2009 [Member]	Dec. 31, 2009 Shares Sold For Cash InOctober_2009 [Member]	Dec. 31, 2009 Shares Issued For Cash InOctober_2009 [Member]	Dec. 31, 2009 Share Issued For Services InNovember_2009 [Member]	Dec. 31, 2009 Shares Issued For Services InDecember_2009 [Member]	Dec. 31, 2010 Shares Issued For Services InJanuary_2010 [Member]	Dec. 31, 2010 Share Issued For Services InJanuary_2010 [Member]	Dec. 31, 2010 Shares Sold For Cash InFebruary_2010 [Member]	Dec. 31, 2010 Shares Issued For Services InMarch_2010 [Member]	Dec. 31, 2010 Shares Sold For Cash InMarch_2010 [Member]	Dec. 31, 2010 Shares Issued For Services InApril_2010 [Member]	Dec. 31, 2010 Shares Sold For Cash InApril_2010 [Member]	Dec. 31, 2010 Shares Issued For Services InJune_2010 [Member]	Dec. 31, 2010 Shares Issued For Services InJuly_2010 [Member]	Dec. 31, 2010 Shares Issued AsOrigination Fee For Note Payable InSeptember_2010 [Member]	Dec. 31, 2010 Shares Issued For Conversion OfNote Payable InOctober_2010 [Member]	Dec. 31, 2010 Shares Issued For Conversion OfNote Payable October_2010 [Member]	Dec. 31, 2010 Shares Issued For Conversion OfNote Payable InNovember_2010 [Member]	Dec. 31, 2010 Shares Issued For Conversion OfNotes Payable InNovember_2010 [Member]	Dec. 31, 2010 Shares Issued For Conversion OfNotes Payable InDecember_2010 [Member]	Dec. 31, 2010 Shares Issued AsLoan Origination Fees InOctober_2010 [Member]	Dec. 31, 2010 Shares Issued AsLoan Origination Fees InNovember_2010 [Member]	Dec. 31, 2010 Shares Issued AsLoan Origination Fees November_2010 [Member]	Dec. 31, 2010 Shares Issued AsLoan Origination Fee InNovember_2010 [Member]	Dec. 31, 2010 Shares Issued AsLoan Origination Fees InDecember_2010 [Member]	Dec. 31, 2010 Shares Sold For Cash InNovember_2010 [Member]	Mar. 31, 2011 Shares Issued For Conversion OfNote Payable InJanuary_2011 [Member]	Mar. 31, 2011 Shares Issued For Conversion OfNotes Payable InJanuary_2011 [Member]	Mar. 31, 2011 Shares Issued For Conversion OfNotes Payable January_2011 [Member]	Mar. 31, 2011 Shares Issued For Conversion OfNote Payable InFebruary_2011 [Member]	Mar. 31, 2011 Shares Issued For Conversion OfNote Payable InMarch_2011 [Member]	Mar. 31, 2011 Shares Issued AsLoan Origination Fees InMarch_2011 [Member]	Mar. 31, 2011 Shares Issued AsLoan Origination Fees March_2011 [Member]	Mar. 31, 2011 Shares Issued For Services InMarch_2011 [Member]	Mar. 31, 2011 Shares Issued UnderSIP InMarch_2011 [Member]	Mar. 31, 2011 Shares Issued For Services March_2011 [Member]
Shares issued, date	Sep. 27, 2006	Jun. 30, 2009	Jun. 30, 2009	Jun. 30, 2009	Jun. 30, 2009	Jun. 30, 2009	Jul. 31, 2009	Jul. 31, 2009	Aug. 31, 2009	Sep. 30, 2009	Sep. 30, 2009	Sep. 30, 2009	Oct. 31, 2009	Oct. 31, 2009	Nov. 30, 2009	Dec. 31, 2009	Jan. 31, 2010	Feb. 28, 2010	Feb. 28, 2010	Mar. 31, 2010	Mar. 31, 2010	Apr. 30, 2010	Apr. 30, 2010	Jun. 30, 2010	Jul. 31, 2010	Sep. 30, 2010	Oct. 31, 2010	Oct. 31, 2010	Nov. 30, 2010	Nov. 30, 2010	Dec. 31, 2010	Oct. 31, 2010	Nov. 30, 2010	Nov. 30, 2010	Nov. 30, 2010	Dec. 31, 2010	Nov. 30, 2010	Jan. 31, 2011	Jan. 31, 2011	Jan. 31, 2011	Feb. 28, 2011	Mar. 31, 2011	Mar. 31, 2011	Mar. 31, 2011	Mar. 31, 2011	Mar. 31, 2011	Mar. 31, 2011
Shares issued, value per share (in Dollars per share)		$ 1.00	$ 0.50	$ 0.70	$ 0.20	$ 0.50	$ 0.50	$ 0.50	$ 0.50	$ 0.50	$ 0.28	$ 0.50	$ 0.25	$ 0.50	$ 0.50	$ 0.50	$ 0.50	$ 0.50	$ 0.50	$ 0.50	$ 0.50	$ 0.50	$ 0.50	$ 0.50	$ 0.51	$ 0.49	$ 0.2412	$ 0.1876	$ 0.1675	$ 0.1414	$ 0.1675	$ 0.64	$ 0.28	$ 0.30	$ 0.33	$ 0.24	$ 0.50	$ 0.1407	$ 0.1273	$ 0.1117	$ 0.18	$ 0.15	$ 0.25	$ 0.18	$ 0.25	$ 0.25	$ 0.25

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2011

Significant Accounting Policies [Text Block]

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim consolidated financial statements have been prepared by the Company, in accordance with generally accepted accounting principles pursuant to Regulation S-X of the Securities and Exchange Commission.  Accordingly, these interim financial statements should be read in conjunction with the Company’s financial statements and related notes as contained in Form 10-K for the year ended December 31, 2010. In the opinion of management, the interim consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. The results of the operations for the three months and six months ended June 30, 2011 are not necessarily indicative of the results of operations to be expected for the full year.

Principles of Consolidation

The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP.”)   The accompanying consolidated financial statements include the financial statements of the Company, and its subsidiary IB International. All inter-company transactions and balances between the Company and its subsidiary are eliminated upon

Use of Estimates

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

Cash and Cash Equivalents

For the purposes of the statement of cash flows, cash equivalents include highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.  

Prepaid Expenses

Prepaid expenses are primarily comprised of advance payments made to vendors for equipment and services.  The Company records prepaid expenses at the expected recovery amount.

Property and Equipment

Property and equipment is stated at the historical cost, less accumulated depreciation. Depreciation on property, plant and equipment is provided using the straight-line method over the estimated useful lives of the assets for both financial and income tax reporting purpose as follows:

	Years
Vessel		30
Vessel improvement		3-28
Machinery and equipment		10
Computer hardware and software		3-5

We capitalize costs that are directly related to the purchase and renovation of the vessels.  We capitalize interest as part of vessel acquisition costs and other capital projects during their renovation period.  Upon placing the vessels into service, the vessels will be depreciated over their useful lives and the costs of repairs and maintenance, including minor improvement costs, will be charged to expenses as incurred. Further, upon placing vessels into service, specifically identified or estimated cost and accumulated depreciation of previously capitalized vessel components will be written off upon replacement.

Dry-dock costs primarily represent planned major maintenance activities that are incurred when a vessel is taken out of service for scheduled maintenance. These costs will be expensed as incurred.

Long-lived Assets

Long-lived assets primarily include property and equipment and intangible assets with finite lives. Long-lived assets are reviewed on a regular basis or, when such events occur that may require management to perform an interim review, for the existence of facts and circumstances that may suggest that the carrying amount of an asset or group of assets may not be recoverable. Recoverability of long-lived assets or groups of assets is assessed based on a comparison of the carrying amount to the estimated undiscounted future cash flows. If estimated future undiscounted net cash flows are less than the carrying amount, the asset is considered impaired and expense is recorded at an amount required to reduce the carrying amount to fair value. Determining the fair value of long-lived assets includes significant judgment by management, and different judgments could yield different results.

During the three and six months ended June 30, 2011, the Company did not recognize any impairment to its long lived assets.  From inception to December 31, 2010, the Company recognized an aggregate of $4,180,001 in impairment expense associated with the sale of a vessel on May 7, 2010.

Advertising expense

The Company expenses advertising costs as incurred. The Company incurred no advertising expense for the three and six months ended June 30, 2011 and 2010 respectively.

Income Taxes

The Company accounts for income taxes under ASC 740 "Income Taxes". Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Comprehensive Income

Comprehensive income includes net income and also considers the effect of other changes to stockholders’ equity that are not required to be recorded in determining net income, but are rather reported as a separate component of stockholders’ equity. During the three and six months ended June 30, 2011 and 2010 there were no sources of other comprehensive income.

Fair Value of Financial Instruments

The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2011.  FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

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

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

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

The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the three and six months ended June 30, 2011.  The Company recognized an aggregate of $4,061,544 in impairment expense associated with the sale of a vessel on May 7, 2010.

Earnings Per Share Information

FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share.  Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period.  Diluted earnings per share reflect the potential dilution of securities that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. During the three and six months ended June 30, 2011 and 2010, and from inception to June 30, 2011, common stock equivalents were not included in the calculation of the diluted weighted average number of common shares outstanding because they would be anti-dilutive, thereby decreasing the net loss per common share.

At June 30, 2011, the following convertible securities were not included in the fully-diluted loss per share because the result would have been anti-dilutive:  debt convertible into 1,091,808 shares at $0.50 per share, debt convertible into 340,000 shares at $0.25 per share, debt convertible into 825,000 shares at $0.20 per share,  debt convertible into 480,000 shares at $0.15 per share and debt convertible into 497,512 at $0.11 per share. 

Share Based Compensation

ASC 718 "Compensation - Stock Compensation" prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements the Company incurred losses from operations of $148,346 and $465,223 for the three months ended June 30, 2011 and 2010, respectively, $416,581 and $5,203,824 for the six months ended June 30, 2011 and 2010, respectively, and $10,077,497 from inception (September 27, 2006) through June 30, 2011. In addition, the Company’s current liabilities exceed its current assets by $1,449,300, as of June 30, 2011. These factors among others, including the Company’s current cash position, which was $71,106 as of June 30, 2011, may indicate that the Company may be unable to continue as a going concern for a reasonable period of time absent the infusion of substantial additional capital.

We do not have the cash reserves required to complete the renovations of our vessel or to commence operations.  We believe that we will need at least $12,000,000 of outside funding for us to launch our vessel and initiate our business. We may also decide to acquire another vessel from which we may establish our initial operations, which will require an undetermined amount of outside funding to acquire and initiate our entertainment cruise operations.  We currently expect to renovate the m/v Island Breeze, a 410 foot vessel currently located in Greece which we acquired on September 12, 2007.  Upon completion of renovations of the Island Breeze, we intend to place the Island Breeze in service and establish our planned entertainment cruise operation from a yet to be determined port location.   If our initial operations are located in East Asia, we may decide to acquire another vessel from which we can commence our initial operations.

If adequate funds are raised upon a debt or equity financing transaction and operations results improve significantly, management believes that the Company can meets its ongoing obligations and continue to operate.  However, no assurance can be given that management’s actions will result in the resolution of its liquidity problems or its eventual emergence as a profitable company.

The Company's forward looking plan to continue as a going concern is primarily based upon raising additional capital in the form of debt or equity to enable us to initiate and sustain operations as an entertainment cruise business. We have had and will continue to have discussions with third parties to accomplish this goal which may result in our issuing equity securities, borrowing funds and issuing debt securities, restructuring existing debt, entering into joint ventures with third parties, selling assets, including gaming and other equipment we own or our vessel the mv Island Breeze, or any combination or the foregoing. Also, we have and will continue to implement plans to reduce our expenses consistent with our underlying business plan. There can be no assurance that our efforts in this regard will ultimately be successful.

The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.  

Recent Accounting Pronouncements

Recently Issued Standards

In the six months ended June 30, 2011, the Financial Accounting Standards Board (“FASB”) has issued ASU No. 2011-01 through ASU No. 2011-5, which is not expected to have a material impact on the consolidated financial statements upon adoption.

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NOTE 3 - PROPERTY AND EQUIPMENT, NET

6 Months Ended

Jun. 30, 2011

Property, Plant and Equipment Disclosure [Text Block]

NOTE 3 - PROPERTY AND EQUIPMENT, NET

Property and equipment as of June 30, 2011 and December 31, 2010 were as follows:

	June 30,		December 31,
	2011		2010
	(Unaudited)
Furniture and fixtures	$	3,844	$	3,844
Office equipment		12,672		12,672
Computer software		3,573		3,573
		20,089		20,089
Less accumulated depreciation		14,530		12,852
Property and equipment, net	$	5,559	$	7,237,

Depreciation expense was $823 and $544 for the three months ended June 30, 2011 and 2010, respectively, $1,678 and $1,209 for the six months ended June 30, 2011 and 2010, respectively, and $14,530 since inception..

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NOTE 11 - SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2011

Subsequent Events [Text Block]

NOTE 11 – SUBSEQUENT EVENTS

The Company evaluated its June 30, 2011 Quarterly Report on Form 10-Q for subsequent events through the filing date of this report. The Company is not aware of any subsequent events that would require recognition or disclosure in the consolidated financial statements, except for the ones disclosed below.

On July 28, 2011, an existing Lender to the Company, as referenced in Note 7(k) and 7(u), consolidated its two Convertible Promissory Notes in the aggregate amount of $45,000 of principal and accrued interest of $4,400, along with $25,000 of new principal, into a new Convertible Promissory Note in the amount of $74,400 evidencing this loan.  This loan, plus interest at the rate of 15% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share.  The Company also committed to issue 7,440 shares of Class A common stock in connection with this loan.

On August 8, 2011, an existing Lender to the Company, as referenced in Note 7(t), consolidated its Convertible Promissory Note in the amount of $25,000 principal and accrued interest of $2,150, along with $75,000 of new principal, into a new Convertible Promissory Note in the amount of $102,150 evidencing this loan.  This loan, plus interest at the rate of 15% per annum, is payable twelve months from the date of issue.  On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share.  The Company also committed to issue 10,215 shares of Class A common stock in connection with this loan.

On August 8, 2011, we entered into a Funding Commitment (the “Agreement”) in the amount of $12,500,000.  A full description of this Agreement is provided in Part II Item 5 and Exhibit 10.3 of this Quarterly Report.

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NOTE 4 - GAMING, ENTERTAINMENT EQUIPMENT, AND FURNITURE NOT IN USE

6 Months Ended

Jun. 30, 2011

Property, Plant and Equipment, Schedule of Significant Acquisitions and Disposals [Table Text Block]

NOTE 4 – GAMING, ENTERTAINMENT EQUIPMENT, AND FURNITURE NOT IN USE

On May 23, 2008, the Company acquired the m/v Casino Royale from Catino, S.A.  The total costs related to the purchase of the vessel were $4,622,164.    On May 7, 2010 we sold the Casino Royale for $1,970,815, which net of various adjustments including relocation expenses, resulted in us realizing $887,000.  The sale excluded all gaming and entertainment equipment and furniture located on board the Casino Royale, which we believe had a current value of approximately $2,000,000.    During the year ended December 31, 2010, the Company sold certain of these assets with an aggregate book value of $1,312,657 for cash of $285,000 and a receivable of $191,090. The Company also recorded a revaluation loss of $118,457, and a loss on the sale of assets of $718,110.  At June 30, 2011, assets with a book value of $687,093 remain on the Company’s balance sheet.

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Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (USD $)	Total	Shares Issued For Convertible Notes Payable InJune_2009 [Member]	Shares Issued For Convertible Notes Payable OnJune_2009 [Member]	Shares Issued For Services InJune_2009 [Member]	Shares Issued For Services OnJune_2009 [Member]	Shares Sold For Cash InJune_2009 [Member]	Shares Issued For Services InJuly_2009 [Member]	Shares Issued For Cash InJuly_2009 [Member]	Shares Sold For Cash InAugust_2009 [Member]	Shares Sold For Cash InSeptember_2009 [Member]	Shares Issued For Convertible Notes Payable InSeptember_2009 [Member]	Shares Issued For Services InSeptember_2009 [Member]	Shares Sold For Cash InOctober_2009 [Member]	Shares Issued For Cash InOctober_2009 [Member]	Share Issued For Services InNovember_2009 [Member]	Shares Issued For Services InDecember_2009 [Member]	Shares Issued For Services InJanuary_2010 [Member]	Shares Issued For Services InFebruary_2010 [Member]	Shares Sold For Cash InFebruary_2010 [Member]	Shares Issued For Services InMarch_2010 [Member]	Shares Sold For Cash InMarch_2010 [Member]	Shares Issued For Services InApril_2010 [Member]	Shares Sold For Cash InApril_2010 [Member]	Shares Issued For Services InJune_2010 [Member]	Shares Issued For Services InJuly_2010 [Member]	Shares Issued AsOrigination Fee For Note Payable InSeptember_2010 [Member]	Shares Issued For Conversion OfNote Payable InOctober_2010 [Member]	Shares Issued For Conversion OfNote Payable October_2010 [Member]	Shares Issued For Conversion OfNote Payable InNovember_2010 [Member]	Shares Issued For Conversion OfNotes Payable InNovember_2010 [Member]	Shares Issued For Conversion OfNotes Payable InDecember_2010 [Member]	Shares Issued AsLoan Origination Fees InOctober_2010 [Member]	Shares Issued AsLoan Origination Fees InNovember_2010 [Member]	Shares Issued AsLoan Origination Fees November_2010 [Member]	Shares Issued AsLoan Origination Fee InNovember_2010 [Member]	Shares Issued AsLoan Origination Fees InDecember_2010 [Member]	Shares Sold For Cash InNovember_2010 [Member]	Shares Issued For Conversion OfNote Payable InJanuary_2011 [Member]	Shares Issued For Conversion OfNotes Payable InJanuary_2011 [Member]	Shares Issued For Conversion OfNotes Payable January_2011 [Member]	Shares Issued For Conversion OfNote Payable InFebruary_2011 [Member]	Shares Issued For Conversion OfNote Payable InMarch_2011 [Member]	Shares Issued AsLoan Origination Fees InMarch_2011 [Member]	Shares Issued AsLoan Origination Fees March_2011 [Member]	Shares Issued For Services InMarch_2011 [Member]	Shares Issued UnderSIP InMarch_2011 [Member]	Shares Issued For Services March_2011 [Member]	Common Class A [Member]	Common Class A [Member] Shares Issued September_27_2006 [Member]	Common Class A [Member] Shares Issued For Convertible Notes Payable InJune_2009 [Member]	Common Class A [Member] Shares Issued For Convertible Notes Payable OnJune_2009 [Member]	Common Class A [Member] Shares Issued For Services InJune_2009 [Member]	Common Class A [Member] Shares Issued For Services OnJune_2009 [Member]	Common Class A [Member] Shares Sold For Cash InJune_2009 [Member]	Common Class A [Member] Shares Issued For Services InJuly_2009 [Member]	Common Class A [Member] Shares Issued For Cash InJuly_2009 [Member]	Common Class A [Member] Shares Sold For Cash InAugust_2009 [Member]	Common Class A [Member] Shares Sold For Cash InSeptember_2009 [Member]	Common Class A [Member] Shares Issued For Convertible Notes Payable InSeptember_2009 [Member]	Common Class A [Member] Shares Issued For Services InSeptember_2009 [Member]	Common Class A [Member] Shares Sold For Cash InOctober_2009 [Member]	Common Class A [Member] Shares Issued For Cash InOctober_2009 [Member]	Common Class A [Member] Share Issued For Services InNovember_2009 [Member]	Common Class A [Member] Shares Issued For Services InDecember_2009 [Member]	Common Class A [Member] Shares Issued For Services InJanuary_2010 [Member]	Common Class A [Member] Shares Issued For Services InFebruary_2010 [Member]	Common Class A [Member] Shares Sold For Cash InFebruary_2010 [Member]	Common Class A [Member] Shares Issued For Services InMarch_2010 [Member]	Common Class A [Member] Shares Sold For Cash InMarch_2010 [Member]	Common Class A [Member] Shares Issued For Services InApril_2010 [Member]	Common Class A [Member] Shares Sold For Cash InApril_2010 [Member]	Common Class A [Member] Shares Issued For Services InJune_2010 [Member]	Common Class A [Member] Shares Issued For Services InJuly_2010 [Member]	Common Class A [Member] Shares Issued AsOrigination Fee For Note Payable InSeptember_2010 [Member]	Common Class A [Member] Shares Issued For Conversion OfNote Payable InOctober_2010 [Member]	Common Class A [Member] Shares Issued For Conversion OfNote Payable October_2010 [Member]	Common Class A [Member] Shares Issued For Conversion OfNote Payable InNovember_2010 [Member]	Common Class A [Member] Shares Issued For Conversion OfNotes Payable InNovember_2010 [Member]	Common Class A [Member] Shares Issued For Conversion OfNotes Payable InDecember_2010 [Member]	Common Class A [Member] Shares Issued AsLoan Origination Fees InOctober_2010 [Member]	Common Class A [Member] Shares Issued AsLoan Origination Fees InNovember_2010 [Member]	Common Class A [Member] Shares Issued AsLoan Origination Fees November_2010 [Member]	Common Class A [Member] Shares Issued AsLoan Origination Fee InNovember_2010 [Member]	Common Class A [Member] Shares Issued AsLoan Origination Fees InDecember_2010 [Member]	Common Class A [Member] Shares Sold For Cash InNovember_2010 [Member]	Common Class A [Member] Shares Issued For Conversion OfNote Payable InJanuary_2011 [Member]	Common Class A [Member] Shares Issued For Conversion OfNotes Payable InJanuary_2011 [Member]	Common Class A [Member] Shares Issued For Conversion OfNotes Payable January_2011 [Member]	Common Class A [Member] Shares Issued For Conversion OfNote Payable InFebruary_2011 [Member]	Common Class A [Member] Shares Issued For Conversion OfNote Payable InMarch_2011 [Member]	Common Class A [Member] Shares Issued AsLoan Origination Fees InMarch_2011 [Member]	Common Class A [Member] Shares Issued AsLoan Origination Fees March_2011 [Member]	Common Class A [Member] Shares Issued For Services InMarch_2011 [Member]	Common Class A [Member] Shares Issued UnderSIP InMarch_2011 [Member]	Common Class A [Member] Shares Issued For Services March_2011 [Member]	Common Class B [Member]	Common Class B [Member] Shares Issued September_27_2006 [Member]	Common Stock ToBe Issued [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Shares Issued September_27_2006 [Member]	Additional Paid-in Capital [Member] Shares Issued For Convertible Notes Payable InJune_2009 [Member]	Additional Paid-in Capital [Member] Shares Issued For Convertible Notes Payable OnJune_2009 [Member]	Additional Paid-in Capital [Member] Shares Issued For Services InJune_2009 [Member]	Additional Paid-in Capital [Member] Shares Issued For Services OnJune_2009 [Member]	Additional Paid-in Capital [Member] Shares Sold For Cash InJune_2009 [Member]	Additional Paid-in Capital [Member] Shares Issued For Services InJuly_2009 [Member]	Additional Paid-in Capital [Member] Shares Issued For Cash InJuly_2009 [Member]	Additional Paid-in Capital [Member] Shares Sold For Cash InAugust_2009 [Member]	Additional Paid-in Capital [Member] Shares Sold For Cash InSeptember_2009 [Member]	Additional Paid-in Capital [Member] Shares Issued For Convertible Notes Payable InSeptember_2009 [Member]	Additional Paid-in Capital [Member] Shares Issued For Services InSeptember_2009 [Member]	Additional Paid-in Capital [Member] Shares Sold For Cash InOctober_2009 [Member]	Additional Paid-in Capital [Member] Shares Issued For Cash InOctober_2009 [Member]	Additional Paid-in Capital [Member] Share Issued For Services InNovember_2009 [Member]	Additional Paid-in Capital [Member] Shares Issued For Services InDecember_2009 [Member]	Additional Paid-in Capital [Member] Shares Issued For Services InJanuary_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued For Services InFebruary_2010 [Member]	Additional Paid-in Capital [Member] Shares Sold For Cash InFebruary_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued For Services InMarch_2010 [Member]	Additional Paid-in Capital [Member] Shares Sold For Cash InMarch_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued For Services InApril_2010 [Member]	Additional Paid-in Capital [Member] Shares Sold For Cash InApril_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued For Services InJune_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued For Services InJuly_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued AsOrigination Fee For Note Payable InSeptember_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued For Conversion OfNote Payable InOctober_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued For Conversion OfNote Payable October_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued For Conversion OfNote Payable InNovember_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued For Conversion OfNotes Payable InNovember_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued For Conversion OfNotes Payable InDecember_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued AsLoan Origination Fees InOctober_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued AsLoan Origination Fees InNovember_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued AsLoan Origination Fees November_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued AsLoan Origination Fee InNovember_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued AsLoan Origination Fees InDecember_2010 [Member]	Additional Paid-in Capital [Member] Shares Sold For Cash InNovember_2010 [Member]	Additional Paid-in Capital [Member] Shares Issued For Conversion OfNote Payable InJanuary_2011 [Member]	Additional Paid-in Capital [Member] Shares Issued For Conversion OfNotes Payable InJanuary_2011 [Member]	Additional Paid-in Capital [Member] Shares Issued For Conversion OfNotes Payable January_2011 [Member]	Additional Paid-in Capital [Member] Shares Issued For Conversion OfNote Payable InFebruary_2011 [Member]	Additional Paid-in Capital [Member] Shares Issued For Conversion OfNote Payable InMarch_2011 [Member]	Additional Paid-in Capital [Member] Shares Issued AsLoan Origination Fees InMarch_2011 [Member]	Additional Paid-in Capital [Member] Shares Issued AsLoan Origination Fees March_2011 [Member]	Additional Paid-in Capital [Member] Shares Issued For Services InMarch_2011 [Member]	Additional Paid-in Capital [Member] Shares Issued UnderSIP InMarch_2011 [Member]	Additional Paid-in Capital [Member] Shares Issued For Services March_2011 [Member]	Retained Earnings [Member]
Balance at Dec. 31, 2006
Additional cash contributions to equity	$ 4,970,795																																																																																																		$ 4,970,795
Net loss	(616,907)																																																																																																																																																		(616,907)
Balance at Dec. 31, 2007	9,185,805																																															13,889																																																16,111			9,944,721																																																(788,916)
Balance, shares (in Shares) at Dec. 31, 2007																																																13,889,500																																																16,110,500
Balance at Jan. 01, 2008
Additional cash contributions to equity	1,032,676																																																																																																		1,032,676
Net loss	(618,411)																																																																																																																																																		(618,411)
Balance at Dec. 31, 2008	9,600,070																																															13,889																																																16,111			10,977,397																																																(1,407,327)
Balance, shares (in Shares) at Dec. 31, 2008																																																13,889,500																																																16,110,500
Balance at Jan. 01, 2009
Additional cash contributions to equity	590,262																																																																																																		590,262
Net loss	(1,623,928)																																																																																																																																																		(1,623,928)
Stock issued in recapitalization pursuant to reverse merger																																																3,500																																																			(3,500)
Stock issued in recapitalization pursuant to reverse merger (in Shares)																																																3,500,000
Convertible note issued for cancelled officer shares	(170,000)																																															(2,000)																																																			(168,000)
Convertible note issued for cancelled officer shares (in Shares)																																																(2,000,000)
Shares issued for convertible notes payable, amount		5,566,795	150,025								170,000																																							5,567	300								600																																										5,561,228	149,725								169,400
Shares issued for convertible notes payable, shares (in Shares)																																																		5,566,795	300,049								600,000
Shares issued for services, amount				350,000	5,000		135,000					12,500			321,250	5,000																																				500	25		270					25			643.00	10																																							349,500	4,975		134,730					12,475			320,607	4,990
Shares issued for services, shares (in Shares)																																																				500,000	25,000		270,000					25,000			642,500	10,000
Shares sold for cash, amount						10,000		210,000	140,000	87,500			20,000	10,000																																								20		420	280	175			80	20																																											9,980		209,580	139,720	87,325			19,920	9,980
Shares sold for cash, shares (in Shares)																																																						20,000		420,000	280,000	175,000			80,000	20,000
Balance at Dec. 31, 2009	15,589,474																																															24,324																																																16,111			18,580,294																																																(3,031,255)
Balance, shares (in Shares) at Dec. 31, 2009																																																24,323,844																																																16,110,500
Balance at Jan. 01, 2010
Net loss	(6,629,661)																																																																																																																																																		(6,629,661)
Shares issued for convertible notes payable, amount																											10,000	10,000	10,000	10,000	15,000																																												41	53	60	71	90																																															9,959	9,947	9,940	9,929	14,910
Shares issued for convertible notes payable, shares (in Shares)																																																																											41,459	53,305	59,701	70,721	89,552
Derivative liability charged to APIC at time of conversion	32,028																																																																																																		32,028
Shares issued for services, amount																	105,000	117,500		87,500		16,000		75,000	25,500																																								210	235		175		32		150	50																																											104,790	117,265		87,325		15,968		74,850	25,450
Shares issued for services, shares (in Shares)																																																																	210,000	235,000		175,000		32,000		150,000	50,000
Shares issued as origination fee for note payable, amount																										3,920						3,205	840	4,500	4,950	600																																						8						5	3	15	15	2																																									3,912						3,200	837	4,485	4,935	598
Shares issued as origination fee for note payable, shares (in Shares)																																																																										8,000						5,000	3,000	15,000	15,000	2,500
Shares sold for cash, amount																			101,000		64,500		86,000														100,000																														202		129		172														200																																	100,798		64,371		85,828														99,800
Shares sold for cash, shares (in Shares)																																																																			202,000		129,000		172,000														200,000
Balance at Dec. 31, 2010	9,842,856																																															26,242																																																16,111			19,461,419																																																(9,660,916)
Balance, shares (in Shares) at Dec. 31, 2010																																																26,242,082																																																16,110,500
Balance at Jan. 01, 2011
Net loss	(268,235)																																																																																																																																																		(268,235)
Shares issued for convertible notes payable, amount																																						10,000	12,000	12,233	5,050	11,310																																												71	94	102	28	75																																															9,929	11,906	12,131	5,022	11,235
Shares issued for convertible notes payable, shares (in Shares)																																																																																						71,073	94,266	102,060	28,246	75,400
Derivative liability charged to APIC at time of conversion	18,202																																																																																																		18,202
Shares issued for services, amount																																													40,875		5,000																																														164		20																																																	40,711		4,980
Shares issued for services, shares (in Shares)																																																																																													163,500		20,000
Shares issued under SIP at $0.25 per share in March 2011																																														15,000																																																60																																																			14,940
Shares issued under SIP at $0.25 per share in March 2011 (in Shares)																																																																																														60,000
Shares issued as origination fee for note payable, amount																																											9,500	4,050																																															38	23																																																		9,462	4,027
Shares issued as origination fee for note payable, shares (in Shares)																																																																																											38,000	22,500
Balance at Mar. 31, 2011	9,717,841																																															26,917																																																16,111			19,603,964																																																(9,929,151)
Balance, shares (in Shares) at Mar. 31, 2011																																																26,917,127																																																16,110,500
Balance at Apr. 01, 2011
Net loss	(148,346)																																																																																																																																																		(148,346)
Common stock to be issued at $0.15 per share as loan origination fees in June 2011	525																																																																																																	525
Balance at Jun. 30, 2011	$ 9,570,020																																															$ 26,917																																																$ 16,111		$ 525	$ 19,603,964																																																$ (10,077,497)
Balance, shares (in Shares) at Jun. 30, 2011																																																26,917,127																																																16,110,500

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Consolidated Statement of Cash Flows (Unaudited) (USD $)	6 Months Ended		57 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011
Cash Flows From Operating Activities
Net loss	$ (416,581)	$ (5,203,824)	$ (10,077,497)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation	1,678	1,209	14,530
Amortization of discount on notes payable	448	108	9,791
Impairment of tangible asset		4,061,544	4,180,001
Loss on sale of equipment			718,110
Revaluation of derivative liability	6,994	27,767	47,881
Stock issued for services	60,875	401,000	1,316,125
Stock issued for loan origination fee	14,075		32,090
Stock issued for interest			25
Changes in assets and liabilities
Prepaid expenses	(1,137)	169,058	(104,036)
Other accounts receivable	191,090		189,490
Accounts Payable	(5,681)	(426,432)	191,155
Accrued expense	(21,596)	(3,851)	201,157
Accrued interest - related parties	1,378	2,587	7,147
Accrued interest	41,273	22,109	85,924
Net cash used in operating activities	(127,184)	(948,725)	(3,188,107)
Cash Flows From Investing Activities
Purchase of furniture and equipment			(20,097)
Proceeds from sale of assets	250	887,000	1,172,250
Purchase of assets - Island Breeze and m/v Casino Royale	(180,595)	(226,650)	(17,077,401)
Net cash used in investing activities	(180,345)	660,350	(15,925,248)
Cash Flows From Financing Activities
Proceeds from line of credit	90,000		90,000
Proceeds from issuance of convertible notes	265,000	195,000	6,606,362
Proceeds from issuance of notes			399,000
Principal payments on notes payable - other	(45,000)	(66,144)	(181,144)
Principal payments on convertible notes	(6,000)		(6,000)
Proceeds from issuance of common stock for cash		251,500	809,000
Proceeds from notes payable related parties	45,000		45,000
Payments of notes payable related parties	(20,000)	(9,411)	(175,416)
Contributed capital			11,597,659
Net cash provided by financing activities	329,000	370,945	19,184,461
Net increase (decrease) in cash	21,471	82,570	71,106
Cash and cash equivalents, beginning of period	49,635	77,333
Cash and cash equivalents, end of period	71,106	159,903	71,106
Cash paid during the period for:
Interest	7,624	771	24,492
Taxes	0	0	0
Supplemental Information and Non-monetary Transactions:
Issuance of stock for convertible debt and accrued interest	50,223		6,044,096
Issuance of stock for services	60,875	401,000	1,316,125
Issuance of stock for loan origination fee	14,075		32,090
Capitalized accrued interest			597,699
Issuance of convertible debt for stock			170,000
Reclass conversion option liability to additional paid-in capital	$ 18,202		$ 18,202

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NOTE 9 - COMITTMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2011

Commitments and Contingencies Disclosure [Text Block]

NOTE 9 – COMITTMENTS AND CONTINGENCIES

Leasing Arrangements

On March 31, 2010 the Company entered into a Lease Agreement with The Children’s Choice of New Jersey, Inc. to lease the premises located at 211 Benigno Blvd, Ste #201, Bellmawr, New Jersey.  The lease term commenced on April 1, 2010, and continues for thirteen months at a base lease rate of $1,209 per month, an aggregate of $15,717 with $10,881 due in 2010 and $4,836 in 2011.  At the end of the initial term, the company has the option to extend the terms of the lease for two additional twelve months periods at the base lease rate plus a maximum three percent increase.  On May 1, 2011, the lease was automatically extended for one additional year at the base rate of $1,209 per month.

On December 1, 2009 the Company entered into an agreement to lease office space in Taipei, Taiwan with a term expiring on November 30, 2012.  During the lease term the Company shall pay a base lease rate of $198 (NT6,000) per month.  The Company does not have a provision to renew the lease at the end of the initial lease term.

Future minimum rental payments under this operating lease are as follows:

	(Unaudited)
Six months ending December 31, 2011	$	8,442
Year ending December 31, 2012		16,976
	$	25,418

Rent expense for leased facilities for the three months ended June 30, 2011 and 2010 were $3,627 and $4,627, respectively, and $12,254 and $8,168 for the six months ended June 30, 2011 and 2010, respectively.

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Consolidated Balance Sheets (USD $)	Jun. 30, 2011	Dec. 31, 2010
Current assets
Cash and cash equivalents	$ 71,106	$ 49,635
Other receivables	1,600	192,690
Prepaid expenses	104,036	102,899
Total current assets	176,742	345,224
Property and equipment, net	5,559	7,237
Gaming, entertainment equipment, and furniture not in use	687,093	687,343
Vessel under renovation - m/v Island Breeze (ex Atlantis)	10,326,668	10,146,073
Total assets	11,196,062	11,185,877
Current Liabilities
Accounts payable	191,154	196,835
Accrued expenses	173,371	194,967
Line of credit	90,000
Accrued interest - related parties	13,236	11,858
Accrued interest	61,600	26,920
Derivative liability	51,776	18,202
Notes payable - related parties	105,000	125,000
Notes payable - others	16,335	61,335
Convertible notes payable - related parties	45,000
Convertible notes payable	878,570	707,904
Total current liabilities	1,626,042	1,343,021
Commitments and contingencies	0	0
Stockholders' equity
Preferred stock, $0.001 par value, 1,000,000 authorized, none issued and outstanding at June 30, 2011 and December 31, 2010, respectively	0	0
Common stock to be issued	525
Additional paid-in capital	19,603,964	19,461,419
Accumulated deficit during development stage	(10,077,497)	(9,660,916)
Total stockholders' equity	9,570,020	9,842,856
Total liabilities and stockholders’ equity	11,196,062	11,185,877
Common Class A [Member]
Stockholders' equity
Common stock, value	26,917	26,242
Common Class B [Member]
Stockholders' equity
Common stock, value	$ 16,111	$ 16,111