10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number

000-51119

ORGANIC ALLIANCE, INC.

(Exact name of registrant as specified in its charter)

Nevada	20-0853334
State of incorporation	I.R.S. Employer Identification No.

401 Monterey Street, Suite 202

Salinas, CA 93901

(Address of principal executive offices)

(831) 240-0295

(Issuer’s telephone number)

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

Yes o No x

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 o

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” as defined 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 issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at August 14, 2012
Common stock, $0.0001 par value	14,506,301

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to Organic Alliance Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 14, 2012 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

In addition, the Company corrected the check mark to “yes” 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).

This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

ITEM 6. EXHIBITS

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

ORGANIC ALLIANCE, INC.

By: /s/ Parker Booth

Parker Booth

Chief Executive Officer, and Director

Date: September 11, 2012

By: /s/ Barry Brookstein

Barry Brookstein

Chief Financial Officer

Date: September 11, 2012

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

31.1 *	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2 *	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1 *	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
32.2 *	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

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

* Previously filed as exhibits to the Registrant’s Form 10-Q Quarterly Report for the quarter ended June 30, 2012, filed with the Commission on August 14, 2012.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. 

EX-32

Exhibit 32.2

Certification of Principal Financial Officer, 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 Organic Alliance, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Barry Brookstein, Chief Financial Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(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 results of operations of the Company.

/s/ Barry Brookstein
Name:	Barry Brookstein
Title:	Chief Financial Officer
Date: September 11, 2012

A signed original of this written statement required by Section 906 has been provided to Organic Alliance, Inc. and will be retained by Organic Alliance, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-31

Exhibit 31.1

Certification of Principal Executive Officer

Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended,

As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002

I, Parker Booth, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Organic Alliance, 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. I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

(a) All significant deficiencies and material weaknesses in the design or operation of internal control 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.

/s/ Parker Booth
Name:	Parker Booth
Title:	Chief Executive Officer
Date: September 11, 2012

EX-31

Exhibit 31.2

Certification of Principal Financial Officer

Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended,

As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002

I, Barry Brookstein, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Organic Alliance, 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. I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

(a) All significant deficiencies and material weaknesses in the design or operation of internal control 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.

/s/ Barry Brookstein
Name:	Barry Brookstein
Title:	Chief Financial Officer
Date: September 11, 2012

EX-32

Exhibit 32.1

Certification of Principal Executive Officer, 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 Organic Alliance, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Parker Booth, Chief Executive Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(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 results of operations of the Company.

/s/ Parker Booth
Name:	Parker Booth
Title:	Chief Executive Officer
Date: September 11, 2012

A signed original of this written statement required by Section 906 has been provided to Organic Alliance, Inc. and will be retained by Organic Alliance, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Notes payable, Loans and Derivative Liabilities:Convertible Notes Payable Derivative and Hedging(Details Narrative) (USD $) (USD $)	1 Months Ended	3 Months Ended	6 Months Ended	1 Months Ended	3 Months Ended		6 Months Ended				3 Months Ended		6 Months Ended		17 Months Ended	6 Months Ended		6 Months Ended	3 Months Ended	6 Months Ended		3 Months Ended	6 Months Ended		3 Months Ended	6 Months Ended		6 Months Ended	12 Months Ended
	Feb. 28, 2012 Note 7 Note Payable Related Party	Jun. 30, 2012 Note 7 Note Payable Related Party	Jun. 30, 2012 Note 7 Note Payable Related Party	Feb. 28, 2010 Note 4 Note Payable Related Party	Jun. 30, 2012 Note 4 Convertible Note Payable	Jun. 30, 2011 Note 4 Convertible Note Payable	Jun. 30, 2012 Note 4 Convertible Note Payable	Jun. 30, 2011 Note 4 Convertible Note Payable	Jun. 15, 2011 Note 4 Convertible Note Payable	Feb. 18, 2011 Note 2 Note Payable Related Party	Jun. 30, 2012 Note 2 Notes Payable	Jun. 30, 2011 Note 2 Notes Payable	Jun. 30, 2012 Note 2 Notes Payable	Jun. 30, 2011 Note 2 Notes Payable	Jun. 30, 2012 Note 2 Notes Payable	Jun. 30, 2012 Note 2 Convertible Note Payable	Jul. 30, 2010 Note 2 Convertible Note Payable	Jun. 30, 2012 Note 1 Notes Payable	Jun. 30, 2012 Note 1 Convertible Note Payable	Jun. 30, 2012 Note 1 Convertible Note Payable	Jul. 14, 2010 Note 1 Convertible Note Payable	Jun. 30, 2012 Note 6 Note Payable Related Party	Jun. 30, 2012 Note 6 Note Payable Related Party	Oct. 17, 2011 Note 6 Note Payable Related Party	Jun. 30, 2012 Note 6 Convertible Note Payable	Jun. 30, 2012 Note 6 Convertible Note Payable	Mar. 02, 2012 Note 6 Convertible Note Payable	Jun. 30, 2012 Note 3 Convertible Note Payable	Dec. 31, 2011 Note 5 Convertible Note Payable	Jun. 15, 2011 Note 5 Convertible Note Payable
Fair Market Value									$ 50,000	$ 68,824							$ 8,000				$ 52,380			$ 105,363			$ 789,073	$ 60,000		$ 95,497
Debt Discount	$ 7,997	$ 3,999	$ 5,405	$ 2,935	$ 2,083	$ 10,418	$ 2,083	$ 22,917			$ 21,038	$ 22,591	$ 42,076	$ 38,251	$ 137,703	$ 1,333		$ 9,200	$ 6,548	$ 13,095		$ 45,280	$ 85,342		$ 316,958	$ 345,418		$ 60,000	$ 95,497

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Commitments and Contingencies Litigation (Details Narrative) (USD $) (USD $)	6 Months Ended
	Jun. 30, 2012
Lawsuit 3
Litigation
Plantiffs Paid	$ 30,000
Damages Sought	34,000	[1]
Lawsuit 2
Litigation
Balance Due on Litigation	66,000
Plantiffs Paid	31,000
Litigation Fees	97,000
Lawsuit 1
Litigation
Balance Due on Litigation	$ 21,000

[1] principal plus interest at 18% per annum and attorney fees

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Related Party Transactions (Details Narrative) (USD $)	0 Months Ended	3 Months Ended	6 Months Ended		1 Months Ended	6 Months Ended
	Jul. 01, 2008	Jun. 30, 2012	Jun. 30, 2012	Dec. 31, 2011	Feb. 29, 2012 Employee	Jun. 30, 2012 Employee
Monthly Consulting Fees	$ 6,250
Consulting Fees		100,000	100,000	100,000
Options					300,000
Per Share					$ 0.25
Life					3 years
Stock Based Compensation Expense		$ 32,489	$ 62,623			$ 6,149

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Notes payable, Loans and Derivative Liabilities - Notes payable (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Notes to Financial Statements
Notes Payable (net of debt discount of $21,038 at June 30, 2012 and $63,114 at December 31, 2011) (A)	$ 647,006	$ 551,978
Notes Payable- Related Parties (net of debt discount of $2,592 at June 30, 2012 and $50,053 at December 31, 2011) (B)	566,756	348,130
Convertible Notes Payable (net of debt discount of $449,112 at June 30, 2012 and $41,469 at December 31, 2011) (C)	682,937	228,441
Notes payable to related parties and others, net of discounts	$ 1,896,699	$ 1,128,549

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Summary of Significant Accounting Policies (Details Narrative) (USD $) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Summary Of Significant Accounting Policies Details Narrative Usd
Allowance for Doubtful Accounts	$ 0	$ 77,968
Inventory	$ 122,839	$ 0

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Subsequent Events (Details Narrative) (USD $)	1 Months Ended
	Jul. 31, 2012
Investor Relation Services
Warrants Issued	150,000
Warrants Issued per month	50,000	[1]
Warrants Issued, Value	$ 5,000
Warrants Issued per month, Value	$ 15,000
Accounting Services
Warrants Issued	250,000
Exercise Price	0.25

[1] Three months

XML

Stock options and Warrants (Details Narrative) (USD $)	3 Months Ended	6 Months Ended	0 Months Ended		4 Months Ended	0 Months Ended	1 Months Ended
	Jun. 30, 2012	Jun. 30, 2012	Jul. 03, 2011 VicePresidentMember	Jan. 06, 2012 Director of Sales	May 01, 2012 Director of Sales	May 18, 2012 Director of National Sales	Apr. 24, 2012 Director of National Procurement
Options			2,950,000	1,500,000		500,000	325,000
Per Share			$ 0.20	$ 0.20		$ 0.25	$ 0.25
Life			7 years	5 years		3 years	3 years
Options Vested			1,180,000	250,000	250,000	134,000	100,000
Options vest each year			295,000	416,667		132,000	75,000
Fair Value options			$ 317,400	$ 44,000	$ 7,400	$ 33,900	$ 18,400
Forfeitures					1,250,000
Stock Based Compensation Expense	$ 32,489	$ 62,623

XML

Notes payable, Loans and Derivative Liabilities:Notes Payable-Convertible Notes Payable 1(Details Narrative) (USD $) (USD $)	0 Months Ended	6 Months Ended	1 Months Ended	6 Months Ended	12 Months Ended	0 Months Ended	1 Months Ended							6 Months Ended		6 Months Ended		0 Months Ended			1 Months Ended				0 Months Ended			6 Months Ended		1 Months Ended				1 Months Ended				6 Months Ended		6 Months Ended
	Mar. 02, 2012 Note 6 Convertible Note Payable	Jun. 30, 2012 Note 6 Convertible Note Payable	Oct. 17, 2011 Note 6 Note Payable Related Party	Jun. 30, 2012 Note 6 Note Payable Related Party	Dec. 31, 2011 Note 6 Note Payable Related Party	Jul. 14, 2010 Note 1 Convertible Note Payable	Sep. 30, 2011 Note 1 Convertible Note Payable	Mar. 31, 2011 Note 1 Convertible Note Payable	Dec. 31, 2010 Note 1 Convertible Note Payable	Sep. 30, 2010 Note 1 Convertible Note Payable	Aug. 14, 2012 Note 1 Convertible Note Payable	Jun. 30, 2012 Note 1 Convertible Note Payable	Dec. 31, 2011 Note 1 Convertible Note Payable	Jun. 30, 2012 Note 1 Note Payable Related Party	Dec. 31, 2011 Note 1 Note Payable Related Party	Jun. 30, 2012 Note 1 Notes Payable	Dec. 31, 2011 Note 1 Notes Payable	Jun. 15, 2011 Note 4 Convertible Note Payable	Jun. 30, 2012 Note 4 Convertible Note Payable	Dec. 31, 2011 Note 4 Convertible Note Payable	Feb. 28, 2010 Note 4 Note Payable Related Party		Jun. 30, 2012 Note 4 Note Payable Related Party	Dec. 31, 2011 Note 4 Note Payable Related Party	Jun. 15, 2011 Note 5 Convertible Note Payable	Jun. 30, 2012 Note 5 Convertible Note Payable	Dec. 31, 2011 Note 5 Convertible Note Payable	Jun. 30, 2012 Note 5 Note Payable Related Party	Dec. 31, 2011 Note 5 Note Payable Related Party	Apr. 28, 2011 Note 3 Convertible Note Payable	Jun. 30, 2012 Note 3 Convertible Note Payable	Dec. 31, 2011 Note 3 Convertible Note Payable	Feb. 18, 2011 Note 3 Note Payable Related Party	Jul. 30, 2010 Note 2 Convertible Note Payable	Jun. 30, 2012 Note 2 Convertible Note Payable	Dec. 31, 2011 Note 2 Convertible Note Payable	Feb. 18, 2011 Note 2 Note Payable Related Party	Jun. 30, 2012 Note 2 Notes Payable	Dec. 31, 2011 Note 2 Notes Payable	Jun. 30, 2012 Note 7 Note Payable Related Party
Convertible Promissory Note	$ 1,000,000	$ 850,000	$ 400,000	$ 125,000	$ 275,000	$ 52,380								$ 15,000		$ 20,000		$ 57,500			$ 25,000	[1]			$ 109,822			$ 65,958		$ 70,588				$ 8,000				$ 500,000		$ 50,000
Maturity date	Sep. 02, 2012		Apr. 17, 2012			Sep. 13, 2012								Sep. 13, 2009		Nov. 17, 2011														May 31, 2011				Mar. 02, 2011				Aug. 02, 2012		Aug. 28, 2012
Interest rate	18.00%		21.00%			20.00%								10.00%		6.00%					5.00%							5.00%						6.00%				15.00%		21.00%
Terms						The note can be converted into the Company's common stock by the holder based on a variable conversion price. The variable conversion price is defined in the note as 45% multiplied by the average of the five lowest intraday prices for the Company’s stock during the previous 20 trading days prior to the date of conversion. The total conversion may not exceed 4.99% of the Company’s common stock issued and outstanding.												an original issue discount of 15%. The convertible promissory note has a maturity date of the earlier of (i) the Company raising debt or equity financing of $600,000 or more, or (ii) June 14, 2012. The note may be converted into the Company's common stock by the holder at $0.05 per share. The Company received a waiver from the lender on September 1, 2011 that waives the provision for payment upon the Company closing a debt or equity financing of $600,000 or more. As a financing incentive, the lender received five-year warrants vesting June 15, 2011, to purchase 575,000 shares of Company’s common stock at an exercise price of $0.25 per share.							an original issue discount of 15%. The convertible promissory note has a maturity date of the earlier of (i) the Company raising debt or equity financing of $600,000 or more, or (ii) June 14, 2012. The note may be converted into the Company's common stock by the holder at $0.05 per share. The Company received a waiver from the lender on September 1, 2011 that waives the provision for payment upon the Company closing a debt or equity financing of $600,000 or more. As a financing incentive, the lender received five-year warrants vesting June 15, 2011, to purchase 575,000 shares of Company’s common stock at an exercise price of $0.25 per share.					an original issue discount of 15%. The convertible promissory note has a maturity date of the earlier of (i) the Company raising debt or equity financing of $600,000 or more, or (ii) May 31, 2011. The note may be converted into the Company's common stock by the holder at $0.05 per share. The Company has not made a note payment and received a waiver from the lender on September 1, 2011 that defers payment until May 31, 2012 and waives the provision for payment upon the Company closing a debt or equity financing of $600,000 or more. The Company is currently negotiating an extension of such loan. As a financing incentive, the lender received five-year warrants vesting April 28, 2011, to purchase 705,882 shares of Company’s common stock at an exercise price of $0.25 per share.
Common Stock in Escrow						25,000
Note Payable		862,181		406,904	283,993						23,500	23,069	21,567	20,690	19,942	22,441	21,843		57,500	57,500			28,096	27,472		109,789	109,789	53,317	59,974		70,588	70,588	57,879		8,922	8,683	231,514	645,603	593,247
Conversion price							$ 0.045	$ 0.0252	$ 0.14	$ 0.099						$ 1.00																		$ 0.05				$ 0.01
Fair Market Value	789,073		105,363			52,380												50,000							95,497						60,000			8,000			68,824
Convertible Note							$ 20,000	$ 5,000	$ 7,500	$ 7,500
Common stock, issued							444,444	198,413	53,419	75,758								575,500							1,098,220					705,882

[1] advanced to the Company $10,000 and $15,000, respectively

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Commitments and Contingencies Agreements(Details Narrative) (USD $)	3 Months Ended	6 Months Ended	0 Months Ended		6 Months Ended	1 Months Ended		3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012	Nov. 02, 2010 Attorney		Jun. 30, 2012 Attorney	Sep. 30, 2011 Investment Banking Services	Sep. 27, 2010 Investment Banking Services	Jun. 30, 2012 Investment Banking Services	Jun. 30, 2012 Investment Banking Services	Jun. 30, 2012 Investment Banking Services Additional	Jun. 30, 2012 Investment Banking Services Additional	Sep. 30, 2011 Investment Banking Services Additional
Warrants Issued			795,866	[1]		1,020,113	74,850
Exercise Price			0.01				0.001					0.001
Warrants Issued, Value						213,215	19,443
Stock Based compensation charge	$ 32,489	$ 62,623			$ 279,453			$ 4,861	$ 9,722	$ 158,159	$ 104,855

[1] 3.5% equity interest

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Due to Factor

6 Months Ended

Jun. 30, 2012

Receivables [Abstract]

Due to Factor

4. DUE TO FACTOR

On November 1, 2010 the Company entered into a new one year accounts receivable factoring facility with a financial services company with maximum borrowings of $1,800,000. The contract expired on October 31, 2011, and the Company is operating on a month to month basis, thereafter. The financial services company advances up to 80% of qualified customer invoices less applicable discount fee, and holds the remaining 20% as a reserve until the customer pays the financial services company. The released reserves are used to fund other vendor purchases or returned to the Company. The Company is charged 3% for the first 30 days outstanding plus 1/10 of 1% for funds outstanding over 30 days. Uncollectable customer invoices are charged back to the Company. The financial services company commenced funding during February 2011. At June 30, 2012 the advances from the factor inclusive of fees amounted to $215,680 which was offset against due from factor of $48,503. Advances from the factor are collateralized by substantially all assets of the Company.

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Stock options and Warrants - Options Summary (Details) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Common Stock Warrants
Stock Options
Granted	3,075,000	5,787,290
Exercised
Forfeited/cancelled		(320,008)
Weighted Average Exercise Price
Outstanding	$ 0.12	$ 15.20
Granted	$ 0.12	$ 0.12
Exercised
Forfeited/cancelled		$ 18.81
Balance	$ 0.12	$ 0.12
Exercisable at June 30, 2012	$ 0.12	$ 0.12
Weighted Remaining Contractual Life (Years)
Exercisable at June 30, 2012	2 years 9 months 1 day
Intrinsic Value
Balance	$ 1,781,073
Exercisable at June 30, 2012	1,781,073
Options
Stock Options
Common Stock Options, Outstanding	2,983,750	33,750
Granted	2,325,000	2,950,000
Exercised
Forfeited/cancelled	(1,250,000)
Common Stock Options, Outstanding	4,058,750	2,983,750
Exercisable at June 30, 2012	1,958,750
Weighted Average Exercise Price
Outstanding	$ 0.31	$ 10.20
Granted	$ 0.22	$ 0.20
Exercised
Forfeited/cancelled	$ 0.20
Balance	$ 0.29	$ 0.31
Exercisable at June 30, 2012	$ 0.29	$ 0.31
Weighted Remaining Contractual Life (Years)
Balance outstanding	4 years	3 years 8 months 8 days
Granted	3 years 6 months 7 days	7 years
Balance outsanding	3 years 5 months 2 days	4 years
Exercisable at June 30, 2012	3 years 5 months 2 days
Intrinsic Value
Balance	421,625
Exercisable at June 30, 2012	421,625
Stock Based Compensation Balance	$ 262,000

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Summary of Significant Accounting Policies Net Loss Per Share (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Warrants Issued	8,937,140
Earnings Per Share
Options	4,058,750	33,750
Warrants	6,141,602	1,600,890
Convertible notes	5,194,529	3,167,560
Common Stock Equivalents	15,394,881	4,802,200
Warrants Issued	2,795,538	1,775,425
Exercise Price	$ 0.01	$ 0.01
Shares earned, not issued	3,529,897	56,189

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Summary of Significant Accounting Policies Concentrations(Details Narrative)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Customers
Number of Customers	5	3	2	3
Major Customers	73.00%	52.00%	38.00%	42.00%
Customers | Customer E
Major Customers	11.00%
Customers | Customer D
Major Customers	14.00%
Customers | Customer C
Major Customers	12.00%
Customers | Customer B
Major Customers	17.00%		26.00%
Customers | Customer A
Major Customers	19.00%		12.00%
Customers | Customer J
Major Customers		11.00%
Customers | Customer I
Major Customers		12.00%
Customers | Customer H
Major Customers		29.00%		15.00%
Customers | Customer L
Major Customers				17.00%
Customers | Customer K
Major Customers				10.00%
Suppliers
Number of Customers	3	3	2	4
Major Customers	74.00%	84.00%	44.00%	87.00%
Receivables
Number of Customers			5	4
Receivables | Customer D
Major Customers			13.00%
Receivables | Customer C
Major Customers			24.00%
Receivables | Customer A
Major Customers			25.00%
Receivables | Customer J
Major Customers				15.00%
Receivables | Customer H
Major Customers				16.00%
Receivables | Customer M
Major Customers				23.00%
Receivables | Customer N
Major Customers				12.00%
Receivables | Customer F
Major Customers			10.00%
Receivables | Customer G
Major Customers			10.00%

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Stock options and Warrants - Common Stock Warrant Summary (Details) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Warrant Activity
Balance outstanding and exercisable, Number of Warrants	8,937,140
Common Stock Warrants
Warrant Activity
Balance outstanding, Number of Warrants	5,862,140	394,858
Granted	3,075,000	5,787,290
Exercised
Forfeited/cancelled		(320,008)
Balance outstanding and exercisable, Number of Warrants	8,937,140	5,862,140
Weighted Average Exericse Price
Outstanding	$ 0.12	$ 15.20
Granted	$ 0.12	$ 0.12
Exercised
Forfeited/cancelled		$ 18.81
Balance	$ 0.12	$ 0.12
Weighted Remaining Contractual Life (Years)
Exercisable at June 30, 2012	2 years 9 months 1 day
Intrinsic Value
Balance	$ 1,781,073
Exercisable at June 30, 2012	1,781,073
Intinsic value per share	$ 0.315
Options
Warrant Activity
Granted	2,325,000	2,950,000
Exercised
Forfeited/cancelled	(1,250,000)
Weighted Average Exericse Price
Outstanding	$ 0.31	$ 10.20
Granted	$ 0.22	$ 0.20
Exercised
Forfeited/cancelled	$ 0.20
Balance	$ 0.29	$ 0.31
Weighted Remaining Contractual Life (Years)
Balance outstanding	4 years	3 years 8 months 8 days
Granted	3 years 6 months 7 days	7 years
Balance outsanding	3 years 5 months 2 days	4 years
Exercisable at June 30, 2012	3 years 5 months 2 days
Intrinsic Value
Balance	421,625
Exercisable at June 30, 2012	$ 421,625

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Going Concern (Details Narrative) (USD $) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Going Concern Details Narrative Usd
Working Capital Deficit	$ 8,419,000
Accumulated Losses	17,720,000
Payroll tax liability	192,300	153,009
Capital infusion	$ 1,500,000

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Due to Factor (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2012
Notes to Financial Statements
Accounts receivable factoring, maixmum borrowings	$ 1,800,000
Factor, Accounts Receivable percentage	80.00%
Collateral, Accounts Receivable percentage	20.00%	[1]
Advances from Accounts Receivable	215,680
Factor Fees	$ 48,503

[1] The released reserves are used to fund other vendor purchases or returned to the Company. The Company is charged 3% for the first 30 days outstanding plus 1/10 of 1% for funds outstanding over 30 days.

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Going Concern

6 Months Ended

Jun. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

3. GOING CONCERN

The consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. As of June 30, 2012, the Company has limited cash, a working capital deficit of approximately $8,419,000, has accumulated losses of approximately $17,720,000 since its inception and has withheld $192,300 of payroll tax liabilities from wages paid which have yet to be remitted to the taxing authorities and are delinquent. The Company is currently delinquent with its payroll tax filings since December 31, 2008, however, since April 1, 2012 the Company has been remitting payroll tax on a current basis. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and increasing its revenue in order to achieve profitable operations. The Company estimates a $1,500,000 capital infusion will be required to continue operations through the next 12 months. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

The Company intends to overcome the circumstances that impact its ability to remain a going concern through a combination of growing high margin revenues, with interim cash flow deficiencies being addressed through additional equity and debt financing. The Company anticipates raising additional funds through public or private financing, strategic relationships or other arrangements in the near future to support its business operations; however the Company does not have commitments from third parties for a sufficient amount of additional capital. The Company cannot be certain that any such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability to continue its operations. The Company’s ability to obtain additional funding will determine its ability to continue as a going concern. Furthermore, additional equity financing may be dilutive to the holders of the Company’s common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that the Company relinquish valuable rights.

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Preferred Stock (Details Narrative) (USD $)	1 Months Ended			6 Months Ended
	Jul. 23, 2012	Mar. 30, 2011	Aug. 31, 2010	Jun. 30, 2012	Dec. 31, 2011
Notes to Financial Statements
Preferred stock, par value
Preferred stock, shares authorized				10,000,000	10,000,000
Terms of consulting agreement			The consultant’s compensation includes convertible preferred stock which, at the final determination date, will be converted into shares of common stock of the Company equivalent to 25% of outstanding common shares, as defined in the agreement.
Fair Value of Award		$ 694,742	$ 868,724	$ 399,854
Common Stock Award		3,473,708	4,169,638	3,473,708
Price per share				$ 0.315
Accrued services					506,680
Common Stock issued for services , shares	3,473,708	695,930
Common Stock issued for services ,value		$ 173,982

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FAIR VALUE MEASUREMENTS - Liability measured at fair value on a recurring basis (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011	Dec. 31, 2010
Warrant derivative liability	$ 2,978,119	$ 155,813	$ 84,819
Level 3
Warrant derivative liability	2,978,119	155,813
Level 1
Warrant derivative liability
Level 2
Warrant derivative liability

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Condensed Consolidated Balance Sheet (USD $)	Jun. 30, 2012		Dec. 31, 2011
Statement of Financial Position [Abstract]
Cash	$ 4,445		$ 5,852
Accounts receivable, net	290,778		128,886
Inventory	122,839		0
Prepaid expenses and other current assets	40,693		23,527
Total current assets	458,755		158,265
Total Assets	458,755		158,265
Accounts payable	1,240,568		1,179,753
Due to factor	167,177		82,087
Accrued expenses and other current liabilities	2,595,526		2,001,427
Derivative liabilities	2,978,119		155,813
Notes payable to related parties and others, net of discounts	1,896,699		1,128,549
Total current liabilities	8,878,089		4,547,629
Stockholders' Deficiency:
Preferred stock, no stated value authorized;10,000,000 shares authorized; -0- shares issued and outstanding as of June 30, 2012 and December 31, 2011
Common stock, $.0001 par value, 100,000,000 shares authorized, 11,032,593 shares issued and outstanding as of June 30, 2012 and December 31, 2011	1,103	[1]	1,103
Additional paid-in capital	9,299,193		9,064,265
Accumulated deficit	(17,719,630)		(13,454,732)
Total stockholders' deficiency	(8,419,334)		(4,389,364)
Total Liabilities and Stockholders' Deficiency	$ 458,755		$ 158,265

[1] The common stock shares authorized, issued and outstanding have been adjusted to reflect a 20 to 1 reverse split, which was effective in February 2011.

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Stock options and Warrants - Warrants (Details)	6 Months Ended
	Jun. 30, 2012
Number of Warrants Outstanding and Exercisable	8,937,140
Weighted Average Remaining Life in years	2 years 9 months 1 day
0.01//
Exercise Price	0.01
Number of Warrants Outstanding and Exercisable	452,355
Weighted Average Remaining Life in years	4 years 0 months 0 days
0.001
Exercise Price	0.001
Number of Warrants Outstanding and Exercisable	74,850
Weighted Average Remaining Life in years	1 year 2 months 5 days
0.01
Exercise Price	0.01
Number of Warrants Outstanding and Exercisable	452,354
Weighted Average Remaining Life in years	1 year 5 months 8 days
0.01/
Exercise Price	0.01
Number of Warrants Outstanding and Exercisable	795,866
Weighted Average Remaining Life in years	3 years 6 months 3 days
0.25
Exercise Price	0.25
Number of Warrants Outstanding and Exercisable	705,882
Weighted Average Remaining Life in years	3 years 8 months 3 days
0.25/
Exercise Price	0.25
Number of Warrants Outstanding and Exercisable	575,000
Weighted Average Remaining Life in years	3 years 9 months 6 days
0.10//
Exercise Price	0.10
Number of Warrants Outstanding and Exercisable	2,337,500
Weighted Average Remaining Life in years	2 years 7 months 1 day
0.25//
Exercise Price	0.25
Number of Warrants Outstanding and Exercisable	1,098,220
Weighted Average Remaining Life in years	4 years 0 months 4 days
EightMember
Exercise Price	0.001
Number of Warrants Outstanding and Exercisable	1,020,113
Weighted Average Remaining Life in years	2 years 2 months 5 days
0.10
Exercise Price	0.10
Number of Warrants Outstanding and Exercisable	1,000,000
Weighted Average Remaining Life in years	2 years 3 months 8 days
0.10/
Exercise Price	0.10
Number of Warrants Outstanding and Exercisable	125,000
Weighted Average Remaining Life in years	2 years 6 months 7 days
0.25///
Exercise Price	0.25
Number of Warrants Outstanding and Exercisable	300,000
Weighted Average Remaining Life in years	2 years 6 months 7 days

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Nature of Business

6 Months Ended

Jun. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

1. NATURE OF BUSINESS

Organic Alliance, Inc. ("OAI" or the "Company") is a global grower and marketer of organic, Fair Trade and conventional fresh food products to the market place.  By establishing collaborative relationships with key growers, the Company has built a vertically integrated supply chain through an alliance of growers that enables it to support its customers with an increasing variety of certified sustainable products, sensible pricing, steady supply and inspiring multi-media stories from our many producing communities.

History - NB Design & Licensing, Inc., (“NB Design”) was organized in September 2001. The former parent, New Bridge Products, Inc., was originally incorporated in August 1995 as a manufacturer of minivans and filed a petition in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. Its Plan of Reorganization was approved by the U.S. Bankruptcy Court for the District of Arizona in September 2002 and NB Design was discharged from bankruptcy in October 2002. NB Design was inactive from October 2002 to April 29, 2008.

Organic Alliance Inc., a Texas corporation, (“Organic Texas”) was organized on February 19, 2008 to sell organically grown fruits and vegetables. During the second quarter of 2009, it ceased being a development stage company when it commenced its operations.

On April 29, 2008, NB Design, a Nevada corporation, acquired all 10,916,917 issued and outstanding shares of common stock of Organic Texas for 464,999 shares of the NB Design’s common stock. Organic Texas thereupon became a wholly owned subsidiary of NB Design. The business of Organic Texas is the only business of NB Design. The Company operates in California.

The acquisition of Organic Texas by NB Design on April 29, 2008 was accounted for as a reverse capitalization in accordance with the Securities and Exchange Commission’s (“SEC”) Division of Corporate Financial Reporting manual Topic 12 “Reverse Acquisition and Reverse Capitalization”. The reverse capitalization was the acquisition of a private operating company (Organic Texas) into a non-operating public shell corporation with nominal net assets and as such is treated as a capital transaction, rather than a business combination. As a result no goodwill is recorded. In this situation, NB Design is the legal acquirer because it issued its equity interests, and Organic Texas is the legal acquiree because its equity interests were acquired. However, NB Design is the acquiree and Organic Texas is the acquirer for accounting purposes. Organic Texas is treated as the continuing reporting entity that acquired the registrant, NB Design. The pre-acquisition financial statements of Organic Texas are treated as the historical financial statements of the consolidated companies.

On June 2, 2008, the name NB Design was changed to Organic Alliance, Inc. On August 29, 2008, the name of Organic Texas was changed to Organic Texas, Inc. All references throughout the annual report to “Organic Alliance, Inc.” or the “Company” refers to the combined operations for Organic Alliance, Inc., a Nevada Corporation, and its wholly owned subsidiary, Organic Texas.

During November 2010, the Company increased the number of authorized shares of common stock from 60 million shares to 2 billion shares.

On February 14, 2011, the Company executed a 20:1 reverse split and decreased the number of authorized shares of common stock from 2 billion shares to 100 million shares.

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Notes payable, Loans and Derivative Liabilities:Notes Payable(Details Narrative) (USD $)	0 Months Ended	3 Months Ended	6 Months Ended	1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended	0 Months Ended	3 Months Ended	6 Months Ended							6 Months Ended		6 Months Ended		0 Months Ended	12 Months Ended		6 Months Ended		0 Months Ended	3 Months Ended		6 Months Ended			1 Months Ended				1 Months Ended	3 Months Ended	6 Months Ended	1 Months Ended	6 Months Ended			1 Months Ended	6 Months Ended			3 Months Ended		6 Months Ended		17 Months Ended
	Mar. 02, 2012 Note 6 Convertible Note Payable	Jun. 30, 2012 Note 6 Convertible Note Payable	Jun. 30, 2012 Note 6 Convertible Note Payable	Oct. 17, 2011 Note 6 Note Payable Related Party	Jun. 30, 2012 Note 6 Note Payable Related Party	Jun. 30, 2012 Note 6 Note Payable Related Party	Dec. 31, 2011 Note 6 Note Payable Related Party	Jul. 14, 2010 Note 1 Convertible Note Payable	Jun. 30, 2012 Note 1 Convertible Note Payable	Jun. 30, 2012 Note 1 Convertible Note Payable	Aug. 14, 2012 Note 1 Convertible Note Payable	Dec. 31, 2011 Note 1 Convertible Note Payable	Sep. 30, 2011 Note 1 Convertible Note Payable	Mar. 31, 2011 Note 1 Convertible Note Payable	Dec. 31, 2010 Note 1 Convertible Note Payable	Sep. 30, 2010 Note 1 Convertible Note Payable	Jun. 30, 2012 Note 1 Note Payable Related Party	Dec. 31, 2011 Note 1 Note Payable Related Party	Jun. 30, 2012 Note 1 Notes Payable	Dec. 31, 2011 Note 1 Notes Payable	Jun. 15, 2011 Note 5 Convertible Note Payable	Dec. 31, 2011 Note 5 Convertible Note Payable	Jun. 30, 2012 Note 5 Convertible Note Payable	Jun. 30, 2012 Note 5 Note Payable Related Party	Dec. 31, 2011 Note 5 Note Payable Related Party	Jun. 15, 2011 Note 4 Convertible Note Payable	Jun. 30, 2012 Note 4 Convertible Note Payable	Jun. 30, 2011 Note 4 Convertible Note Payable	Jun. 30, 2012 Note 4 Convertible Note Payable	Jun. 30, 2011 Note 4 Convertible Note Payable	Dec. 31, 2011 Note 4 Convertible Note Payable	Feb. 28, 2010 Note 4 Note Payable Related Party		Jun. 30, 2012 Note 4 Note Payable Related Party	Dec. 31, 2011 Note 4 Note Payable Related Party	Feb. 28, 2012 Note 7 Note Payable Related Party	Jun. 30, 2012 Note 7 Note Payable Related Party	Jun. 30, 2012 Note 7 Note Payable Related Party	Apr. 28, 2011 Note 3 Convertible Note Payable	Jun. 30, 2012 Note 3 Convertible Note Payable	Dec. 31, 2011 Note 3 Convertible Note Payable	Feb. 18, 2011 Note 3 Note Payable Related Party	Jul. 30, 2010 Note 2 Convertible Note Payable	Jun. 30, 2012 Note 2 Convertible Note Payable	Dec. 31, 2011 Note 2 Convertible Note Payable	Feb. 18, 2011 Note 2 Note Payable Related Party	Jun. 30, 2012 Note 2 Notes Payable	Jun. 30, 2011 Note 2 Notes Payable	Jun. 30, 2012 Note 2 Notes Payable	Jun. 30, 2011 Note 2 Notes Payable	Jun. 30, 2012 Note 2 Notes Payable	Dec. 31, 2011 Note 2 Notes Payable
Date Issued																	2008-09		2010-05					2011-10								2010-02																	2011-02
Note Payable Issued	$ 1,000,000		$ 850,000	$ 400,000		$ 125,000	$ 275,000	$ 52,380									$ 15,000		$ 20,000		$ 109,822			$ 65,958		$ 57,500						$ 25,000	[1]					$ 50,000	$ 70,588				$ 8,000						$ 500,000
Interest Rate	18.00%			21.00%				20.00%									10.00%		6.00%					5.00%								5.00%						21.00%					6.00%						15.00%
Warrants Issued																			20,000																														452,354
Conversion Price													$ 0.045	$ 0.0252	$ 0.14	$ 0.099			$ 1.00																								$ 0.05				$ 0.01		$ 0.01		$ 0.01
Expiration date																			2011-11
Maturity date	Sep. 02, 2012			Apr. 17, 2012				Sep. 13, 2012									Sep. 13, 2009		Nov. 17, 2011																			Aug. 28, 2012	May 31, 2011				Mar. 02, 2011						Aug. 02, 2012
Debt Discount		316,958	345,418		45,280	85,342			6,548	13,095									9,200			95,497					2,083	10,418	2,083	22,917		2,935				7,997	3,999	5,405		60,000				1,333			21,038	22,591	42,076	38,251	137,703
Vesting Terms																																																	3 years and 5 years
Note Payable		$ 862,181	$ 862,181		$ 406,904	$ 406,904	$ 283,993		$ 23,069	$ 23,069	$ 23,500	$ 21,567					$ 20,690	$ 19,942	$ 22,441	$ 21,843		$ 109,789	$ 109,789	$ 53,317	$ 59,974		$ 57,500		$ 57,500		$ 57,500			$ 28,096	$ 27,472					$ 70,588	$ 70,588	$ 57,879		$ 8,922	$ 8,683	$ 231,514	$ 645,603		$ 645,603		$ 645,603	$ 593,247
Default																																																	21% interest rate

[1] advanced to the Company $10,000 and $15,000, respectively

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Stock options and Warrants (Tables)

6 Months Ended

Jun. 30, 2012

Temporary Equity Disclosure [Abstract]

Options Summary

						Weighted
				Weighted		Average
				Average		Remaining
				Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
Balance at December 31, 2010		33,750		$	10.20		3.88	$	—
Granted		2,950,000			0.20		7.00		—
Exercised		—			—		—		—
Forfeited		—			—		—		—
Balance at December 31, 2011		2,983,750			0.31		4.00		—
Granted		2,325,000			0.22		3.67		—
Exercised		—			—		—		—
Forfeited		(1,250,000	)		0.20		—		—
Balance at June 30, 2012		4,058,750		$	0.29		3.52	$	421,625
Exercisable at June 30, 2012		1,958,750		$	0.29		3.52	$	421,625

Common Stock Warrant Summary

				Weighted		Average
				Average		Remaining
	Number of			Exercise		Life		Intrinsic
	Warrants			Price		In Years		Value
Balance, December 31, 2010		394,858		$	15.2
Granted		5,787,290			0.12
Exercised		—			—
Forfeited		(320,008	)		18.81
Balance, December 31, 2011		5,862,140		$	0.12
Granted		3,075,000			0.12
Exercised		—			—
Forfeited		—			—
Balance, June 30, 2012		8,937,140		$	0.12		2.91	$	1,781,073
Exercisable, June 30, 2012		8,937,140		$	0.12		2.91	$	1,781,073

Warrants

Warrants Outstanding				Warrants Exercisable
				Weighted
				Average		Exercisable
Exercise		Number of		Remaining Life		Number of
Price		Warrants		In Years		Warrants
$	0.001		74,850		1.25		74,850
	0.01		452,354		1.58		452,354
	0.01		795,866		3.63		795,866
	0.25		705,882		3.83		705,882
	0.25		575,000		3.96		575,000
	0.01		452,355		4.00		452,355
	0.25		1,098,220		4.04		1,098,220
	0.001		1,020,113		2.25		1,020,113
	0.10		1,000,000		2.38		1,000,000
	0.10		125,000		2.67		125,000
	0.25		300,000		2.67		300,000
	0.10		2,337,500,		2.71		2,337,500
			8,937,140		2.91		8,937,140

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Notes payable, Loans and Derivative Liabilities:Notes Payable-Related Party(Details Narrative) (USD $) (USD $)	6 Months Ended		0 Months Ended	3 Months Ended	6 Months Ended	1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended	0 Months Ended	3 Months Ended	6 Months Ended			6 Months Ended		6 Months Ended		0 Months Ended	3 Months Ended		6 Months Ended			1 Months Ended				0 Months Ended	12 Months Ended		1 Months Ended	6 Months Ended	12 Months Ended		1 Months Ended	6 Months Ended		1 Months Ended		3 Months Ended		6 Months Ended		17 Months Ended		1 Months Ended	6 Months Ended		1 Months Ended		1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Mar. 02, 2012 Note 6 Convertible Note Payable	Jun. 30, 2012 Note 6 Convertible Note Payable	Jun. 30, 2012 Note 6 Convertible Note Payable	Oct. 17, 2011 Note 6 Note Payable Related Party	Jun. 30, 2012 Note 6 Note Payable Related Party	Jun. 30, 2012 Note 6 Note Payable Related Party	Dec. 31, 2011 Note 6 Note Payable Related Party	Jul. 14, 2010 Note 1 Convertible Note Payable	Jun. 30, 2012 Note 1 Convertible Note Payable	Jun. 30, 2012 Note 1 Convertible Note Payable	Aug. 14, 2012 Note 1 Convertible Note Payable	Dec. 31, 2011 Note 1 Convertible Note Payable	Jun. 30, 2012 Note 1 Note Payable Related Party	Dec. 31, 2011 Note 1 Note Payable Related Party	Jun. 30, 2012 Note 1 Notes Payable	Dec. 31, 2011 Note 1 Notes Payable	Jun. 15, 2011 Note 4 Convertible Note Payable	Jun. 30, 2012 Note 4 Convertible Note Payable	Jun. 30, 2011 Note 4 Convertible Note Payable	Jun. 30, 2012 Note 4 Convertible Note Payable	Jun. 30, 2011 Note 4 Convertible Note Payable	Dec. 31, 2011 Note 4 Convertible Note Payable	Feb. 28, 2010 Note 4 Note Payable Related Party		Jun. 30, 2012 Note 4 Note Payable Related Party	Dec. 31, 2011 Note 4 Note Payable Related Party	Jun. 15, 2011 Note 5 Convertible Note Payable	Dec. 31, 2011 Note 5 Convertible Note Payable	Jun. 30, 2012 Note 5 Convertible Note Payable	Apr. 30, 2012 Note 5 Note Payable Related Party	Jun. 30, 2012 Note 5 Note Payable Related Party	Dec. 31, 2010 Note 5 Note Payable Related Party	Dec. 31, 2011 Note 5 Note Payable Related Party	Jul. 30, 2010 Note 2 Convertible Note Payable	Jun. 30, 2012 Note 2 Convertible Note Payable	Dec. 31, 2011 Note 2 Convertible Note Payable	Feb. 18, 2011 Note 2 Note Payable Related Party	Jun. 30, 2012 Note 2 Note Payable Related Party	Jun. 30, 2012 Note 2 Notes Payable	Jun. 30, 2011 Note 2 Notes Payable	Jun. 30, 2012 Note 2 Notes Payable	Jun. 30, 2011 Note 2 Notes Payable	Jun. 30, 2012 Note 2 Notes Payable	Dec. 31, 2011 Note 2 Notes Payable	Apr. 28, 2011 Note 3 Convertible Note Payable	Jun. 30, 2012 Note 3 Convertible Note Payable	Dec. 31, 2011 Note 3 Convertible Note Payable	Feb. 18, 2011 Note 3 Note Payable Related Party	Jun. 30, 2012 Note 3 Note Payable Related Party	Feb. 28, 2012 Note 7 Note Payable Related Party	Jun. 30, 2012 Note 7 Note Payable Related Party	Jun. 30, 2012 Note 7 Note Payable Related Party
Date															2008-09		2010-05								2010-02								2011-10										2011-02
Date						Oct. 17, 2011																																	Feb. 18, 2011											Feb. 18, 2011				Feb. 28, 2012
Note Payable Issued			$ 1,000,000		$ 850,000	$ 400,000		$ 125,000	$ 275,000	$ 52,380					$ 15,000		$ 20,000		$ 57,500						$ 25,000	[1]			$ 109,822				$ 65,958			$ 8,000							$ 500,000				$ 70,588							$ 50,000
Interest Rate			18.00%			21.00%				20.00%					10.00%		6.00%								5.00%								5.00%			6.00%							15.00%											21.00%
Common Stock for debt conversion, shares						1,000,000		187,500	687,500																2,770								47,690						3,858,574											964,643				125,000
Payments on notes payable	8,000	38,262																														8,000		9,000
Warrants Issued						2.5
Conversion Price						$ 0.10																																																$ 0.10
Expiration date			Sep. 02, 2012			Apr. 17, 2012				Sep. 13, 2012					Sep. 13, 2009		Nov. 17, 2011																			Mar. 02, 2011							Aug. 02, 2012				May 31, 2011							Aug. 28, 2012
Debt Discount				316,958	345,418		45,280	85,342			6,548	13,095					9,200			2,083	10,418	2,083	22,917		2,935					95,497							1,333				21,038	22,591	42,076	38,251	137,703			60,000				7,997	3,999	5,405
Vesting Terms																																											3 years and 5 years
Warrants Fair Market Value			789,073			105,363				52,380									50,000										95,497							8,000			68,824									60,000
Maturity date			Sep. 02, 2012			Apr. 17, 2012				Sep. 13, 2012					Sep. 13, 2009		Nov. 17, 2011																			Mar. 02, 2011							Aug. 02, 2012				May 31, 2011							Aug. 28, 2012
Note Payable				862,181	862,181		406,904	406,904	283,993		23,069	23,069	23,500	21,567	20,690	19,942	22,441	21,843		57,500		57,500		57,500			28,096	27,472		109,789	109,789		53,317		59,974		8,922	8,683	231,514		645,603		645,603		645,603	593,247		70,588	70,588	57,879
Accured interest																																							$ 5,996	$ 6,803										$ 7,091	$ 31,092		$ 53,538	$ 53,538
Default																																											21% interest rate

[1] advanced to the Company $10,000 and $15,000, respectively

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Nature of Business (Details Narrative)	0 Months Ended
	Feb. 14, 2011	Apr. 29, 2008	Jun. 30, 2012	Dec. 31, 2011	Nov. 10, 2010
Notes to Financial Statements
Common Stock, Shares for Mergers		10,916,917
Common Stock, shares acquired		464,999
Prior Common Stock, Authorized	2,000,000,000				60,000,000
Common Stock, Authorized			100,000,000	100,000,000	2,000,000,000
Reverse Stock Split	20:1
Common Stock, Issued After Reverse Split	100,000,000

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2012

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The Company's unaudited condensed consolidated financial statements have been prepared on an accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of the business and in accordance with the instructions for Form 10-Q and article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations.

In the opinion of management, the condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

 The results for the three and six months ended June 30, 2012 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on June 18, 2012.

Use of Estimates - The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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. Significant estimates that are particularly sensitive to change in the near term include but are not limited to, realization of deferred tax assets, allowance for doubtful accounts and assumptions used in share based payment transactions. Actual results could differ from those estimates.

Principles of Consolidation - The condensed consolidated financial statements include the accounts of Organic Alliance, Inc. and its wholly owned subsidiary, Organic Texas. Inc. (collectively, the "Company”). All significant inter-company transactions and balances have been eliminated in consolidation.

Allowance for Doubtful Accounts - An allowance for uncollectible accounts receivable is recorded based on a combination of aging analysis, past practices and any specific troubled accounts. The Company’s produce is sold to the Company’s customers for cash or on credit terms which are established in accordance with local and industry practices and typically require payment within 10 to 30 days of delivery. Accounts are written off when uncollectibility is confirmed. Subsequent recoveries, if any, are credited to the allowance account. The allowance for doubtful accounts amounted to $0 and $77,968 at June 30, 2012 and December 31, 2011, respectively.

In addition, the Company also factors its receivables with full recourse and, as a result, accounts for the factoring akin to a secured borrowing, maintaining the gross receivable asset and due to factor liability on its books and records. In connection with the factoring of its receivables, the Company estimates an allowance for factoring fees associated with the collections. These fees range from 3% to 5% depending on the actual timing of the collection. The actual recognition of such fees may differ from the estimates depending upon the timing of collections.

Inventory - Inventory is stated at the lower of cost (first-in, first-out) or market, and includes principally produce the Company purchases from growers and packaging materials. The Company held $122,839 and $0 of inventory as of June 30, 2012 and December 31, 2011, respectively.

Fair Value of Financial Instruments - The carrying amounts of financial instruments, including cash, receivables, accounts payable and accrued expenses approximated fair value as of the balance sheet date presented, because of the relatively short maturity dates on these instruments. The carrying amounts of the notes payable issued approximate fair value as of the balance sheet date presented, because interest rates and other terms on these instruments approximate terms currently available on similar instruments.

Derivative Financial Instruments - The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of the Company’s financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the instrument could be required within 12 months of the balance sheet date. 

The accounting treatment of derivative financial instruments requires that the Company record the conversion option and related warrants at their fair values as of the inception date of the agreements and at fair value as of each subsequent balance sheet date. As a result of entering into the convertible notes, the Company is required to classify all other non-employee warrants as derivative liabilities and record them at their fair values at each balance sheet date. Any change in fair value was recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

The fair value of conversion options at a fixed number of shares are recorded using the intrinsic value method and conversion options at variable rates and any options and warrants with ratchet provisions are deemed to be a “down-round protection” and therefore, do not meet the scope exception for treatment as a derivative under ASC 815. Since, “down-round protection” is not an input into the calculation of the fair value of the equity instruments and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. The Company determined the fair value of the Binomial Lattice Model and the Intrinsic Value Method to be materially the same. Warrants that have been reclassified to derivative liability that did not contain “down-round protection” were valued using the black-scholes model.

For the Black-Scholes pricing model, which approximates the binomial lattice model, the Company used the following assumptions and weighted average fair value ranges for the six months ended June 30:

	2012	2011
Risk-free interest rate	0.09% - 0.72%	0.15% - 0.30%
Dividend yield	N/A	N/A
Expected volatility	31.6%-55.0%	32.7% – 37.2%
Expected life in months and years	3 months - 48 months	9 months – 2 years

For the binomial lattice options pricing model, the Company used the following assumptions and weighted average fair value ranges for the six months ended June 30:

	2012	2011
Risk-free interest rate	0.08% - 0.72%	1.55%-2.00%
Dividend yield	N/A	N/A
Expected volatility	28.4%-55.0%	54.3% - 54.9%
Expected life in months and years	3 months – 4.3 years	5 years

Revenue Recognition - Revenue is recorded when (1) the customer accepts delivery of the product and title has been transferred and the Company has no significant obligations remaining to be performed; (2) a final understanding as to specific nature and terms of the agreed upon transaction has occurred; (3) price is fixed and (4) collection is reasonably assured. 

Share Based Compensation - The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on interim financial reporting dates until the service period is complete.

Option valuation models require the input of highly subjective assumptions, including the expected life of the option, and such assumptions can materially affect the fair value estimate. The fair value of share-based payment awards was estimated using the Black-Scholes option pricing model. The Company uses historical data to estimate option exercise and employee termination within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

For the Black-Scholes pricing model, the Company used the following assumptions and weighted average fair value ranges for the six months ended June 30:

		2012	2011
Risk-free interest rate	0.40% - 0.86%		2.37%
Dividend yield	N/A		N/A
Expected volatility	39.3% - 55.2%		54.5%
Expected life in years	2.5 - 5		5

Concentrations

· Credit Risk - The Company maintains cash balances at various high quality federally insured financial institutions, with balances at times, in excess of federally insured limits. Management believes that the financial institutions that hold the Company’s deposits are financially sound and therefore pose a minimum credit risk. The Company has not experienced any losses in such accounts.

· Major customers - The Company has five and three major customers, which accounted for approximately 73% and 52% of the sales during the three months ended June 30, 2012 and 2011, respectively. For the three months ended June 30, 2012, the total sales comprised of customer A 19%, customer B 17%, customer D 14%, customer C 12% and customer E 11% compared to the three months ended June 30, 2011, comprised of customer H 29%, customer I 12% and customer J 11%. The Company has two and three major customers, which accounted for approximately 38% and 42% of sales during six months ended June 30, 2012 and 2011, respectively. For the six months ended June 30, 2012, the total sales comprised of customer B 26% and customer A 12% compared to the six months ended June 30, 2011, comprised of customer L 17%, customer H 15% and customer K 10%. The loss of any of these customers could adversely affect the Company's operations.

· Major receivables - The Company has five major receivables at June 30, 2012 comprised of customer A 25%, customer C 24%, customer D 13%, customer F 10% and customer G 10% compared to four major receivables at June 30, 2011, comprised of customer M 23%, customer H 16%, customer J 15% and customer N 12%.

· Major suppliers - The Company has three major suppliers, which accounted for approximately 74% and 84% of purchases during three months ended June 30, 2012 and 2011, respectively. The Company has two and four major suppliers, which accounted for approximately 44% and 87% of purchases during six months ended June 30, 2012 and 2011, respectively. The loss of any of these suppliers could adversely affect the Company's operations.

Net Loss Per Share - Basic loss per share was computed using the weighted average number of outstanding common shares. Diluted loss per share includes the effect of dilutive common stock equivalents from the assumed exercise of options, warrants and convertible notes. Common stock equivalents were excluded in the computation of diluted loss per share since their inclusion would be anti-dilutive.

 In accordance with ASC 260 “Earnings per Share”, the Company has given effect to the issuance of 2,795,538 and 1,775,425 warrants as of June 30, 2012 and 2011, respectively, exercisable at $0.01. These warrants have been included in computing the basic net loss per share for the three and six months ended June 30, 2012 and 2011. Additionally, included in the Company’s weighted average shares outstanding are 3,529,897 and 56,189 shares earned, but not issued as at June 30, 2012 and 2011, respectively.

Total common stock equivalents which were excluded since their inclusion would be anti-dilutive are those shares issuable upon the exercise of warrants, options and the conversion of convertible notes for the six months ended June 30, 2012 and 2011 were as follows:

	June 30,
	2012		2011
Options		4,058,750		33,750
Warrants		6,141,602		1,600,890
Convertible notes		5,194,529		3,167,560
Total Common stock equivalents		15,394,881		4,802,200

Recently Issued Accounting Standards

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs." This ASU addresses fair value measurement and disclosure requirements within Accounting Standards Codification ("ASC") Topic 820 for the purpose of providing consistency and common meaning between U.S. GAAP and IFRSs. Generally, this ASU is not intended to change the application of the requirements in Topic 820. Rather, this ASU primarily changes the wording to describe many of the requirements in U.S. GAAP for measuring fair value or for disclosing information about fair value measurements. This ASU is effective for periods beginning after December 15, 2011 and did not have a material impact on the Company’s consolidated financial statements or disclosures.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. This guidance improves the comparability, consistency and transparency of financial reporting and increases the prominence of items reported in other comprehensive income. The guidance provided by this update becomes effective for interim and annual periods beginning on or after December 15, 2011. The adoption of this standard did not have a material impact on the Company’s financial position or results of operations.

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Condensed Consolidated Balance Sheet (Parenthetical) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Preferred stock, par value
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	11,032,593	11,032,593
Common stock, shares outstanding	11,032,593	11,032,593

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Subsequent Events

6 Months Ended

Jun. 30, 2012

Subsequent Events [Abstract]

Subsequent Events

12. SUBSEQUENT EVENTS

On July 1, 2012, a consultant was granted a three year warrant to purchase 250,000 shares of the Company’s common stock for accounting services to the Company. The warrants vest immediately with an exercise price of $0.25 per share which approximates fair value at date of the grant.

 On July 1, 2012, the Company entered into a six month agreement with a consultant for investor relation services to the Company. The terms include the issuance of 50,000 shares for the Company’s common stock for three months beginning July 1, 2012 for an aggregate of 150,000 shares and the payment of $5,000 for three month beginning October 1, 2012 for an aggregate of $15,000.

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required further adjustment to or disclosure in the consolidated financial statements.

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Aug. 14, 2012
Document And Entity Information
Entity Registrant Name	Organic Alliance, Inc.
Entity Central Index Key	0001442634
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		14,506,301
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2012

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2012

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation - The Company's unaudited condensed consolidated financial statements have been prepared on an accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of the business and in accordance with the instructions for Form 10-Q and article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations.

In the opinion of management, the condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

Use of estimates

Use of Estimates - The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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. Significant estimates that are particularly sensitive to change in the near term include but are not limited to, realization of deferred tax assets, allowance for doubtful accounts and assumptions used in share based payment transactions. Actual results could differ from those estimates.

Principles of Consolidation

Principles of Consolidation - The condensed consolidated financial statements include the accounts of Organic Alliance, Inc. and its wholly owned subsidiary, Organic Texas. Inc. (collectively, the "Company”). All significant inter-company transactions and balances have been eliminated in consolidation.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts - An allowance for uncollectible accounts receivable is recorded based on a combination of aging analysis, past practices and any specific troubled accounts. The Company’s produce is sold to the Company’s customers for cash or on credit terms which are established in accordance with local and industry practices and typically require payment within 10 to 30 days of delivery. Accounts are written off when uncollectibility is confirmed. Subsequent recoveries, if any, are credited to the allowance account. The allowance for doubtful accounts amounted to $0 and $77,968 at June 30, 2012 and December 31, 2011, respectively.

In addition, the Company also factors its receivables with full recourse and, as a result, accounts for the factoring akin to a secured borrowing, maintaining the gross receivable asset and due to factor liability on its books and records. In connection with the factoring of its receivables, the Company estimates an allowance for factoring fees associated with the collections. These fees range from 3% to 5% depending on the actual timing of the collection. The actual recognition of such fees may differ from the estimates depending upon the timing of collections.

Inventory

Inventory - Inventory is stated at the lower of cost (first-in, first-out) or market, and includes principally produce the Company purchases from growers and packaging materials. The Company held $122,839 and $0 of inventory as of June 30, 2012 and December 31, 2011, respectively.

Fair Value of Financial Instruments

Fair Value of Financial Instruments - The carrying amounts of financial instruments, including cash, receivables, accounts payable and accrued expenses approximated fair value as of the balance sheet date presented, because of the relatively short maturity dates on these instruments. The carrying amounts of the notes payable issued approximate fair value as of the balance sheet date presented, because interest rates and other terms on these instruments approximate terms currently available on similar instruments.

Derivative Financial Instruments

Derivative Financial Instruments - The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of the Company’s financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the instrument could be required within 12 months of the balance sheet date. 

The accounting treatment of derivative financial instruments requires that the Company record the conversion option and related warrants at their fair values as of the inception date of the agreements and at fair value as of each subsequent balance sheet date. As a result of entering into the convertible notes, the Company is required to classify all other non-employee warrants as derivative liabilities and record them at their fair values at each balance sheet date. Any change in fair value was recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

Revenue Recognition

Revenue Recognition - Revenue is recorded when (1) the customer accepts delivery of the product and title has been transferred and the Company has no significant obligations remaining to be performed; (2) a final understanding as to specific nature and terms of the agreed upon transaction has occurred; (3) price is fixed and (4) collection is reasonably assured. 

Share Based Compensation

Share Based Compensation - The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on interim financial reporting dates until the service period is complete.

Option valuation models require the input of highly subjective assumptions, including the expected life of the option, and such assumptions can materially affect the fair value estimate. The fair value of share-based payment awards was estimated using the Black-Scholes option pricing model. The Company uses historical data to estimate option exercise and employee termination within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

For the Black-Scholes pricing model, the Company used the following assumptions and weighted average fair value ranges for the six months ended June 30:

		2012	2011
Risk-free interest rate	0.40% - 0.86%		2.37%
Dividend yield	N/A		N/A
Expected volatility	39.3% - 55.2%		54.5%
Expected life in years	2.5 - 5		5

Concentrations

Concentrations

· Credit Risk - The Company maintains cash balances at various high quality federally insured financial institutions, with balances at times, in excess of federally insured limits. Management believes that the financial institutions that hold the Company’s deposits are financially sound and therefore pose a minimum credit risk. The Company has not experienced any losses in such accounts.

· Major customers - The Company has five and three major customers, which accounted for approximately 73% and 52% of the sales during the three months ended June 30, 2012 and 2011, respectively. For the three months ended June 30, 2012, the total sales comprised of customer A 19%, customer B 17%, customer D 14%, customer C 12% and customer E 11% compared to the three months ended June 30, 2011, comprised of customer H 29%, customer I 12% and customer J 11%. The Company has two and three major customers, which accounted for approximately 38% and 42% of sales during six months ended June 30, 2012 and 2011, respectively. For the six months ended June 30, 2012, the total sales comprised of customer B 26% and customer A 12% compared to the six months ended June 30, 2011, comprised of customer L 17%, customer H 15% and customer K 10%. The loss of any of these customers could adversely affect the Company's operations.

· Major receivables - The Company has five major receivables at June 30, 2012 comprised of customer A 25%, customer C 24%, customer D 13%, customer F 10% and customer G 10% compared to four major receivables at June 30, 2011, comprised of customer M 23%, customer H 16%, customer J 15% and customer N 12%.

· Major suppliers - The Company has three major suppliers, which accounted for approximately 74% and 84% of purchases during three months ended June 30, 2012 and 2011, respectively. The Company has two and four major suppliers, which accounted for approximately 44% and 87% of purchases during six months ended June 30, 2012 and 2011, respectively. The loss of any of these suppliers could adversely affect the Company's operations.

Net Loss Per Share

Net Loss Per Share - Basic loss per share was computed using the weighted average number of outstanding common shares. Diluted loss per share includes the effect of dilutive common stock equivalents from the assumed exercise of options, warrants and convertible notes. Common stock equivalents were excluded in the computation of diluted loss per share since their inclusion would be anti-dilutive.

 In accordance with ASC 260 “Earnings per Share”, the Company has given effect to the issuance of 2,795,538 and 1,775,425 warrants as of June 30, 2012 and 2011, respectively, exercisable at $0.01. These warrants have been included in computing the basic net loss per share for the three and six months ended June 30, 2012 and 2011. Additionally, included in the Company’s weighted average shares outstanding are 3,529,897 and 56,189 shares earned, but not issued as at June 30, 2012 and 2011, respectively.

Total common stock equivalents which were excluded since their inclusion would be anti-dilutive are those shares issuable upon the exercise of warrants, options and the conversion of convertible notes for the six months ended June 30, 2012 and 2011 were as follows:

	June 30,
	2012		2011
Options		4,058,750		33,750
Warrants		6,141,602		1,600,890
Convertible notes		5,194,529		3,167,560
Total Common stock equivalents		15,394,881		4,802,200

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs." This ASU addresses fair value measurement and disclosure requirements within Accounting Standards Codification ("ASC") Topic 820 for the purpose of providing consistency and common meaning between U.S. GAAP and IFRSs. Generally, this ASU is not intended to change the application of the requirements in Topic 820. Rather, this ASU primarily changes the wording to describe many of the requirements in U.S. GAAP for measuring fair value or for disclosing information about fair value measurements. This ASU is effective for periods beginning after December 15, 2011 and did not have a material impact on the Company’s consolidated financial statements or disclosures.

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Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Income Statement [Abstract]
Revenue	$ 630,294	$ 130,402	$ 966,301	$ 386,158
Cost of sales	570,557	121,397	873,420	369,803
Gross margin	59,737	9,005	92,881	16,355
General and administrative expenses	1,097,172	617,999	1,554,014	1,693,467
Operating loss	(1,037,435)	(608,994)	(1,461,133)	(1,677,112)
Other (income) expense:
Interest expense	576,951	133,695	805,821	197,995
Change in fair value of derivative liability	1,719,679	122,295	1,997,944	162,868
Total net other expenses	2,296,630	255,990	2,803,765	360,862
Net loss	$ (3,334,065)	$ (864,984)	$ (4,264,898)	$ (2,037,974)
Basic and diluted loss per share	$ (0.19)	$ (0.08)	$ (0.25)	$ (0.24)
Weighted average number of common shares outstanding - basic and diluted	17,358,027	10,708,940	17,358,027	8,390,738

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Fair Value Measures

6 Months Ended

Jun. 30, 2012

Fair Value Disclosures [Abstract]

Fair Value Measures

7. FAIR VALUE MEASURES

ASC 820 “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Standard clarifies that the exchange price is the price in an orderly transaction between market participants to sell an asset or transfer a liability at the measurement date and emphasizes that fair value is a market-based measurement and not an entity-specific measurement.

ASC 820 establishes the following hierarchy used in fair value measurements and expands the required disclosures of assets and liabilities measured at fair value:

· Level 1 – Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

· Level 2 – Inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

· Level 3 – Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair measurements requires judgment and considers factors specific to each asset or liability.

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2012 and December 31, 2011, respectively:

	Fair Value Measurements
		Level 1		Level 2		Level 3		Total
Derivative liabilities:
June 30, 2012	$	—	$	—	$	2,978,119	$	2,978,119
December 31, 2011	$	—	$	—	$	155,813	$	155,813

The 2010 derivative liabilities are measured at fair value using the Black-Scholes options pricing model, which approximates the binomial lattice options pricing model, and are classified within Level 3 of the valuation hierarchy. The 2012 and 2011 derivative liabilities are measured at fair value using the binomial lattice options pricing model, and are classified within Level 3 of the valuation hierarchy. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis:

	Six Months Ended June 30, 2012			Year Ended December 31, 2011
Fair value, beginning of period	$	$     155,813	$       84,819
Derivative liabilities recorded during the period		824,362	357,040
Reclassification to equity upon conversion of note		-	(66,836)
Net unrealized (gain) loss on derivative financial instruments		1,997,944	(219,210)
Fair value, end of period	$	$  2,978,119	$     155,813

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Notes payable, Loans and Derivative Liabilities

6 Months Ended

Jun. 30, 2012

Debt Disclosure [Abstract]

Notes payable, Loans and Derivative Liabilities

6. NOTES PAYABLE, LOANS AND DERIVATIVE LIABILITES

Notes payable to related parties and others, net of discounts consists of the following:

	June 30,		December 31,
	2012		2011
	(Unaudited)		(Audited)
Notes Payable (net of debt discount of $21,038 at June 30, 2012 and $63,114 at December 31, 2011) (A)	$	647,006	$	551,978
Notes Payable – Related Parties (net of debt discount of $2,592 at June 30, 2012 and $50,053 at December 31, 2011) (B)		566,756		348,130
Convertible Notes Payable (net of debt discount of $449,112 at June 30, 2012 and $41,469 at December 31, 2011) (C)		682,937		228,441
Total	$	1,896,699	$	1,128,549

Notes Payable

(A) Notes Payable

i. In May 2010, an individual advanced to the Company $20,000 bearing interest at 6% per annum. As a financing incentive, the individual received warrants to purchase 20,000 shares of the Company’s common stock at $1.00 per share. The warrants expired in November 2011. The gross proceeds of the note were recorded net of a debt discount of $9,200. The debt discount consisted of the relative fair value of the warrants of $9,200 and is accreted to interest expense ratably over the term of the note. The promissory note matured on November 17, 2011. The unpaid balance, including accrued interest, was $22,441 and $21,843 at June 30, 2012 and December 31, 2011, respectively. The Company is not compliant with the repayment terms of the note.

ii. On February 3, 2011, the Company signed a $500,000 promissory note with a maturity date of August 2, 2012, and has a stated interest rate of 15% per annum. As a financing incentive, the lender received three year warrants vesting on January 31, 2011, to purchase 452,354 shares of common stock at an exercise price of $0.01 per share and also received five year warrants, vesting on June 30, 2011, to purchase 452,354 shares at an exercise price of $0.01 per share. The gross proceeds from the sale of the note of $500,000 was recorded net of a discount of $137,703. The debt discount consisted of $137,703 related to the fair value of the warrants and is accreted to interest expense ratably over the term of the note which amounted to $21,038 and $22,591 for the three months ended June 30, 2012 and 2011, respectively, and $42,076 and $38,251 for the six months ended June 30, 2012 and 2011, respectively, and is included as a component of interest expense in the accompanying condensed consolidated statement of operations. The Company has not made any note payments and received a waiver from the lender on September 1, 2011 that defers payment until September 1, 2012 and increased the interest rate to 21% beginning April 4, 2011, the date of the first event of default. The unpaid balance, including accrued interest, was $645,603 and $593,247 at June 30, 2012 and December 31, 2011, respectively.

(B) Notes Payable – Related Parties

i. In September 2008, Earnest Mathis, a former owner, advanced to the Company $15,000. The advance is evidenced by a promissory note bearing interest at 10% per annum. The promissory note matured on September 13, 2009. The unpaid balance, including accrued interest, was $20,690 and $19,942 at June 30, 2012 and December 31, 2011, respectively. The note has not been repaid as of June 18, 2012. The Company is not compliant with the repayment provisions of this note.

ii. On February 18, 2011, the Company issued 3,858,574 shares of common stock to Parker Booth, Chief Executive Officer, for the settlement of $231,514 of principal and $5,996 of the accrued interest. The fair value of the common stock issued exceeded the fair value of the promissory notes and accrued interest by $64,824 which the Company recorded a charge to stock based compensation expense during the six months ended June 30, 2011 in the accompanying condensed consolidated statement of operations. The unpaid balance for accrued interest was $6,803 at June 30, 2012 and December 31, 2011. The Company is not compliant with the repayment terms of this note.

iii. On February 18, 2011, at the option of the holder, the Company issued 964,643 shares of common stock to Michael Rosenthal, director, for the settlement of $57,879 of the remaining principal and accrued interest of $7,091. The fair value of the common stock issued exceeded the remaining portion of promissory notes plus accrued interest by $31,092 and is included as a component of stock based compensation expense during the six months ended June 30, 2011 in the accompanying condensed consolidated statement of operations.

iv. In November 2009 and February 2010, Morrison Partners, LLC (Thomas Morrison, former CEO and Chairman of the Board is the President), advanced to the Company $10,000 and $15,000, respectively, totaling $25,000. The advances are evidenced by promissory notes bearing interest at 5% per annum. The November advance provides for the issuance of 2,770 shares of the Company’s common stock as a financing incentive. The Company recorded a debt discount of $2,935 for the relative fair value of the common stock. The discount was accreted over the life of the note.

The November 2009 and February 2010 notes were due on June 30, 2010 and September 30, 2010, respectively. The unpaid balance, including accrued interest, was $28,096 and $27,472 at June 30, 2012 and December 31, 2011, respectively. The shares have not been issued to Morrison Partners, LLC. The Company is not compliant with the repayment terms of this note.

v. During March, 2010 through October 2011, an employee of the Company loaned to the Company $65,958 of which an aggregate amount of $16,000 and $49,958 was advanced during 2011 and 2010, respectively. The loans are evidenced by promissory notes payable with interest at 5% and are due on demand. The Company repaid $9,000 during 2010 and $8,000 during April 2012. In addition, the employee will be issued 47,690 shares of the Company’s common stock upon repayment of the promissory notes as additional consideration. The Company will record a fair value for these shares on the measurement date as a charge to interest expense. The unpaid balance including accrued interest was $53,317 and $59,974 at June 30, 2012 and December 31, 2011, respectively.

vi. On October 17, 2011, the Company entered into a $400,000 convertible multi-draw term loan facility (“loan”) with an entity owned by a related party who is a 100% shareholder of the entity. The loan bears interest at 21% and has a maturity date of the earlier of an event of default or April 17, 2012. The Company has not made a note payment and is currently negotiating an extension of such loan. At the time of any new debt or equity financing of the Company, the note balance of principal and interest may be converted into the number of fully paid and non-assessable debt instruments, shares/or units to be issued in the financing. In addition, the related party received a warrant to purchase 2.5 shares of the Company’s common stock for each $1.00 of principal extended to the Company up to 1,000,000 shares. The warrants have an exercise price of $.10 per share and vest with each cash advance from the loan and collectively expire on October 17, 2014. The Company received $125,000 and $275,000 in gross proceeds during the six months ended June 30, 2012, and year ended December 31, 2011, respectively. The Company issued three-year warrants to purchase an aggregate of 187,500 and 687,500 shares of the Company’s common stock during the six months ended June 30, 2012 and the year ended December 31, 2011, respectively. The unpaid balance, including accrued interest, was $406,904 and $283,993 at June 30, 2012 and December 31, 2011, respectively.

The conversion price of the notes was not fixed and determinable on the date of issuance and as such in accordance with ASC Topic 815 “Derivatives and Hedging” (“ASC 815”), the embedded conversion option of the notes on the date of issuance were valued using the binomial lattice options pricing model and recorded as derivative liabilities. The fair value of the three-year warrants issued in connection with the note on the date of issuance aggregated $105,363, and was recorded as debt discount. The debt discount was amortized through the term of the notes and amounted to $45,280 and $85,342 for the three and six months ended June 30, 2012, respectively.

vii. On February 28, 2012, Michael Rosenthal, director, advanced the Company $50,000. The advance is evidenced by promissory notes bearing interest at 21% and has a maturity date of the earlier of an event of default or August 28, 2012. In addition, Mr. Rosenthal received three year warrants vesting February 28, 2012, to purchase 125,000 shares of Company’s common stock at an exercise price of $0.10 per share. The Company recorded a debt discount of $7,997 to the face value of the note based upon the relative fair values of the note and the common stock. The discount is being accreted over the life of the note which amounted to $3,999 and $5,405 for the three and six months ended June 30, 2012, respectively, and is included as a component of interest expense in the accompanying condensed consolidated statement of operations. The unpaid balance including accrued interest was $53,538 at June 30, 2012.

(C) Convertible Notes Payable

i. On July 14, 2010, the Company issued a $52,380 convertible promissory note with a maturity date of September 13, 2012, and with an interest rate of 20% per annum. The note can be converted into the Company's common stock by the holder based on a variable conversion price. The variable conversion price is defined in the note as 45% multiplied by the average of the five lowest intraday prices for the Company’s stock during the previous 20 trading days prior to the date of conversion. The total conversion may not exceed 4.99% of the Company’s common stock issued and outstanding. In addition, the Company placed 250,000 shares of the Company’s common stock in escrow to secure our conversion obligations under the note. During September 2010, the lender converted $7,500 of the debt into 75,758 shares of the Company’s common stock for $.099 per share. During December 2010, the lender converted $7,500 of the debt into 53,419 shares of the Company’s common stock for $.14 per share. During March 2011, the lender converted $5,000 of the debt to 198,413 shares of the Company’s common stock for $.0252 per share. During September 2011, the lender converted $20,000 of the debt to 444,444 shares of the Company’s common stock for $.045 per share. The unpaid balance, including accrued interest, was $23,069 and $21,567 at June 30, 2012 and December 31, 2011, respectively. As of August 14, 2012, approximately $23,500 of the note and accrued interest remains unpaid.

The conversion price of the note was not fixed and determinable on the date of issuance and as such in accordance with ASC Topic 815 “Derivatives and Hedging” (“ASC 815”), the embedded conversion options of the note on the date of issuance were valued using the Black-Scholes pricing model, which approximates the binomial lattice options pricing model and recorded as derivative liabilities. The fair value of the conversion option in connection with the note on the date of issuance aggregated $52,380, and was recorded as debt discount. The debt discount was amortized through the term of the notes and amounted to $6,548 for the three months ended June 30, 2012 and 2011 and $13,095 for the six months ended June 30, 2012 and 2011.

ii. On July 30, 2010, an individual advanced the Company $8,000. The advance is evidenced by a promissory note bearing interest at 6% per annum and maturing on March 2, 2011. The holder, at any time, may convert the promissory note into shares of Company’s common stock at $0.05 per share. The Company calculated the fair value of the beneficial conversion feature using the Black-Scholes pricing model on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $8,000, and was recorded as debt discount. The debt discount was amortized through the term of the note and amounted to $1,333 for the six months ended June 30, 2011. The unpaid balance, including accrued interest, was $8,922 and $8,683 at June 30, 2012 and December 31, 2011, respectively. The Company is not compliant with the repayment terms of this note.

iii. On April 28, 2011, the Company issued a $70,588 convertible promissory note with an original issue discount of 15%. The convertible promissory note has a maturity date of the earlier of (i) the Company raising debt or equity financing of $600,000 or more, or (ii) May 31, 2011. The note may be converted into the Company's common stock by the holder at $0.05 per share. The Company has not made a note payment and received a waiver from the lender on September 1, 2011 that defers payment until May 31, 2012 and waives the provision for payment upon the Company closing a debt or equity financing of $600,000 or more. The Company is currently negotiating an extension of such loan. As a financing incentive, the lender received five-year warrants vesting April 28, 2011, to purchase 705,882 shares of Company’s common stock at an exercise price of $0.25 per share. The unpaid balance was $70,588 at June 30, 2012 and December 31, 2011. The Company is not compliant with the repayment terms of this note.

The conversion price of the note and five-year warrants was not fixed and determinable on the date of issuance and as such in accordance with ASC Topic 815 “Derivatives and Hedging” (“ASC 815”), the embedded conversion options of the note and warrants on the date of issuance were valued using the binomial lattice options pricing model and recorded as derivative liabilities. The fair value of the conversion option and five-year warrants issued in connection with the note on the date of issuance aggregated $60,000, and were recorded as debt discount. The debt discount was amortized through the term of the notes and amounted to $60,000 for the six months ended June 30, 2011.

iv. On June 15, 2011, the Company issued a $57,500 convertible promissory note with an original issue discount of 15%. The convertible promissory note has a maturity date of the earlier of (i) the Company raising debt or equity financing of $600,000 or more, or (ii) June 14, 2012. The note may be converted into the Company's common stock by the holder at $0.05 per share. The Company received a waiver from the lender on September 1, 2011 that waives the provision for payment upon the Company closing a debt or equity financing of $600,000 or more. As a financing incentive, the lender received five-year warrants vesting June 15, 2011, to purchase 575,000 shares of Company’s common stock at an exercise price of $0.25 per share. The unpaid balance was $57,500 at June 30, 2012 and December 31, 2011. The Company is not compliant with the repayment terms of this note.

The conversion price of the note and five-year warrants were not fixed and determinable on the date of issuance and as such in accordance with ASC Topic 815 “Derivatives and Hedging” (“ASC 815”), the embedded conversion options of the note and warrants on the date of issuance were valued using the binomial lattice options pricing model and recorded as derivative liabilities. The fair value of the conversion option and five-year warrants issued in connection with the note on the date of issuance aggregated $50,000, and were recorded as debt discount. The debt discount was amortized through the term of the notes and amounted to $10,418 and $2,083 for the three months ended June 30, 2012 and 2011, respectively, and $22,917 and $2,083 for the six months ended June 30, 2012 and 2011, respectively.

v. On July 15, 2011, the Company issued a $109,822 convertible promissory note with an original issue discount of 15% that consolidated various demand notes from September 2010 through July 2011. The convertible promissory note has a maturity date of the earlier of (i) the Company raising debt or equity financing of $600,000 or more, or (ii) August 31, 2011. The Company has not made a note payment and is currently negotiating an extension of such loan. The note may be converted into the Company's common stock by the holder at $0.05 per share. As a financing incentive, the lender received five-year warrants vesting July 15, 2011, to purchase 1,098,220 shares of Company’s common stock at an exercise price of $0.25 per share. The unpaid balance was $109,789 at June 30, 2012 and December 31, 2011. The Company is not compliant with the repayment terms of this note.

The conversion price of the note and five-year warrants were not fixed and determinable on the date of issuance and as such in accordance with ASC Topic 815 “Derivatives and Hedging” (“ASC 815”), the embedded conversion options of the note and warrants on the date of issuance were valued using the binomial lattice options pricing model and recorded as derivative liabilities. The fair value of the conversion option and five-year warrants issued in connection with the note on the date of issuance aggregated $95,497, and were recorded as debt discount. The debt discount was amortized through the term of the notes and amounted to $95,497 for the year ended December 31, 2011.

vi. On March 2, 2012, the Company entered into an agreement to sell secured promissory notes for an aggregate principal amount of $1,000,000, with warrants to purchase 2.5 shares the Company’s common stock for each $1 of the principal amount of the notes purchased. In addition, the Company will issue to the investment banker, warrants for the purchase of the number of shares of the Company’s common stock equal to 10% of the common stock issuable in conjunction with the promissory notes sold in this offering. The three year warrants vesting immediately was 2,337,500 shares of the Company’s common stock at an exercise price of $.10 per share. The notes bear interest at 18% and have a maturity date of September 2, 2012. At the time of any new debt or equity financing of the Company, the note balance of principal and interest may be converted into the number of fully paid and non-assessable debt instruments, shares/or units to be issued in the financing. The Company received $850,000 in gross proceeds during the six months ended June 30, 2012. The unpaid balance, including accrued interest, was $862,181 at June 30, 2012. As of August 14, 2012 a total of $850,000 has been raised by the offering.

The conversion price of the note and three-year warrants were not fixed and determinable on the date of issuance and as such in accordance with ASC Topic 815 “Derivatives and Hedging” (“ASC 815”), the embedded conversion options of the note and warrants on the date of issuance were valued using the binomial lattice options pricing model and recorded as derivative liabilities. The fair value of the conversion option and three-year warrants issued in connection with the note on the date of issuance aggregated $789,073, and were recorded as debt discount. The debt discount was amortized through the term of the notes and amounted to $316,958 and $345,418 for the three and six months ended June 30, 2012, respectively

.

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Accrued Expenses and other Liabilities (Tables)

6 Months Ended

Jun. 30, 2012

Payables and Accruals [Abstract]

Accrued Liabilities

	June 30, 2012		December 31, 2011
Due to consultant (Note 9)	$	100,000	$	100,000
Accrued consulting fees (Note 5)		1,094,596		694,742
Payroll and payroll taxes payable (A)		1,355,799		1,131,572
Other accrued liabilities		45,131		75,113
	$	2,595,526	$	2,001,427

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2012

Accounting Policies [Abstract]

Weighted average Assumptions

	2012	2011
Risk-free interest rate	0.09% - 0.72%	0.15% - 0.30%
Dividend yield	N/A	N/A
Expected volatility	31.6%-55.0%	32.7% – 37.2%
Expected life in months and years	3 months - 48 months	9 months – 2 years

Share Based Compensation Assumptions

		2012	2011
Risk-free interest rate	0.40% - 0.86%		2.37%
Dividend yield	N/A		N/A
Expected volatility	39.3% - 55.2%		54.5%
Expected life in years	2.5 - 5		5

Common Stock Equivalents

	June 30,
	2012		2011
Options		4,058,750		33,750
Warrants		6,141,602		1,600,890
Convertible notes		5,194,529		3,167,560
Total Common stock equivalents		15,394,881		4,802,200

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10. COMMITMENTS AND CONTINGENCIES

Agreements

On September 27, 2010 the Company signed a twelve month agreement for investment banking services which was renewed for another 12 months. The banking services include equity financing, business combinations and other financing transactions. The compensation to the banker includes a flat fee plus other compensation as defined in the agreement. The agreement includes three year warrants “Initial Warrants”, which were fully vested on the date of the grant to purchase 74,850 shares of Company’s common stock at an exercise price of $0.001 per share. The fair value of the award was $19,443 and is amortized over the term of the agreement; accordingly, the Company recorded a stock based compensation charge of $4,861 and $9,722 for the three and six months ended June 30, 2011.

In addition, the agreement provides for an additional warrant to be issued by the Company upon the 1 year anniversary provided that the banker did not exercise any of their other compensation elements as defined in the agreement. This warrant carries a cashless exercise provision and is limited to up to 4.99% of the Company’s outstanding common stock on a fully diluted basis. In September 2011, the Company issued warrants to purchase 1,020,113 shares of the Company’s common stock. The warrants are exercisable at $0.001 per share, have a life of 3 years and were fully vested on the date of the grant. The fair value of the award was $213,215 and is amortized over the term of the agreement; accordingly, the Company recorded a stock based compensation charge of $104,855 and $158,159 for the three and six months ended June 30, 2012, respectively.

On November 2, 2010, the Company entered into an agreement with an attorney for general corporate and transactional matters that provide a 3.50% equity interest in the Company upon meeting certain milestones. These milestones were met in February 2011, and the attorney was granted 5 year warrants vesting on February 14, 2011 to purchase 795,866 shares of Company’s common stock at an exercise price of $0.01 per share. The warrant was fully vested on the date of the grant and accordingly the Company recorded a stock based compensation charge of $279,453 for the six months ended June 30, 2011 which represents the fair value of the award.

Legal matters

In the normal course of business, the Company is, and in the future may be, subject to various disputes, claims, lawsuits, and administrative proceedings arising in the ordinary course of business with respect to commercial, product liability, employment, and other matters, which could involve substantial amounts of damages. In the opinion of management, any liability related to any such known proceedings would not have a material adverse effect on the business or financial condition of the Company. Additionally, from time to time, the Company may pursue litigation against third parties to enforce or protect the Company’s rights under the Company’s trademarks, trade secrets and the Company’s intellectual property rights generally.

During 2010, the Company was served with three lawsuits for past due liabilities of the Company. The first lawsuit was Peri & Sons, plaintiff, vs. Organic Alliance, Inc. and Parker Booth, defendants, for past due produce liabilities. An agreement was reached and OAI has been making payments to the plaintiff. OAI was dismissed from the action and signed a confession of judgment. Over half of the past due amount has been paid with a balance of approximately $21,000 remaining. The second lawsuit filed in the US. District Court, Northern California District by a group of plaintiffs: Full Circle Sales, Inc., Growers Express LLC, Steinbeck County Produce Inc., Steve Almquist Sales and Brokerage, Dan Andrews Farms, Fresh Networks, LLC and Quebec Distributing Co., Inc., vs. Organic Alliance, Inc., defendant, for approximately $97,000 plus attorney fees and interest. These plaintiffs are produce suppliers of the Company. An agreement was reached and three of the plaintiffs were paid in full for $31,000. The balance of $66,000 remains unpaid. The third lawsuit was filed in Monterey County Superior Court by RE Transportation, plaintiff, vs. Organic Alliance, Inc., defendant, seeking approximately $34,000 principal plus interest at 18% per annum and attorney’s fees. The plaintiff provided transportation services for the Company. An agreement was reach with the plaintiff receiving $30,000. This amount has been paid in full. The Company is waiting for the court to dismiss the case. The Company has accrued for all amounts claimed.

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Stock options and Warrants

6 Months Ended

Jun. 30, 2012

Temporary Equity Disclosure [Abstract]

Stock options and Warrants

8. STOCK OPTIONS AND WARRANTS

Stock Options – Employment Letter Agreement:

On July 3, 2011, in conjunction with Chris White’s employment as the Company’s Vice President of Global Supply Chain the Company provided an option to purchase to purchase 2,950,000 shares of common stock at $0.20 per share. The options have a life of seven years and 1,180,000 options vested immediately and 295,000 options vest on each of the first six semi-annual anniversaries after such date. The fair value of the options was approximately $317,400.

On January 6, 2012, in conjunction with Mark Zeller’s employment as the Company’s North American Director of Sales the Company provided an option to purchase 1,500,000 shares of common stock at $0.20 per share. The option has a life of five years and 250,000 options vested immediately and 416,667 options vest on each anniversary after such date. The fair value of the options was approximately $44,000. On May 1, 2012, Mr. Zellar resigned from the Company and forfeited 1,250,000 options to purchase shares of the Company’s stock. The fair value of the remaining 250,000 options was approximately $7,400.

On April 24, 2012, in conjunction with Roger Zardo’s employment as the Company’s Director of National Procurement the Company provided an option to purchase 325,000 shares of common stock at $0.25 per share. The option agreement dated May 28, 2012 has a life of three years and 100,000 options vest immediately with 75,000 options vesting on the first two anniversaries after such date and the final 75,000 options vesting on November 28, 2014. The fair value of the options was approximately $18,400.

On May 18, 2012, in conjunction with Jack Connelly’s employment as the Company’s Director of National Sales the Company provided an option to purchase 500,000 shares of common stock at $0.25 per share. The option agreement dated May 29, 2012 has a life of three years and 100,000 options vesting immediately with 134,000 options vesting on the first two anniversaries after such date and the final 132,000 options vesting on November 29, 2014. The fair value of the options was approximately $33,900.

The Company recognized stock based compensation expense included in general and administrative expenses on the consolidated statement of operations of $32,489 and $62,623 for the three and six months ended June 30, 2012, respectively for these awards.

Options Summary:

A summary of option activity during the six months ended June 30, 2012 and year ended December 31, 2011 is presented below:

						Weighted
				Weighted		Average
				Average		Remaining
				Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
Balance at December 31, 2010		33,750		$	10.20		3.88	$	—
Granted		2,950,000			0.20		7.00		—
Exercised		—			—		—		—
Forfeited		—			—		—		—
Balance at December 31, 2011		2,983,750			0.31		4.00		—
Granted		2,325,000			0.22		3.67		—
Exercised		—			—		—		—
Forfeited		(1,250,000	)		0.20		—		—
Balance at June 30, 2012		4,058,750		$	0.29		3.52	$	421,625
Exercisable at June 30, 2012		1,958,750		$	0.29		3.52	$	421,625

The Company expects to amortize the remaining stock based compensation expense of approximately $262,000 over the life of the options.

Common Stock Warrants Summary:

 Warrant transactions during the six months ended June 30, 2012 and the year ended December 31, 2011 are as follows:

				Weighted		Average
				Average		Remaining
	Number of			Exercise		Life		Intrinsic
	Warrants			Price		In Years		Value
Balance, December 31, 2010		394,858		$	15.2
Granted		5,787,290			0.12
Exercised		—			—
Forfeited		(320,008	)		18.81
Balance, December 31, 2011		5,862,140		$	0.12
Granted		3,075,000			0.12
Exercised		—			—
Forfeited		—			—
Balance, June 30, 2012		8,937,140		$	0.12		2.91	$	1,781,073
Exercisable, June 30, 2012		8,937,140		$	0.12		2.91	$	1,781,073

The intrinsic value is calculated on the difference between the fair market value of the Company’s restricted stock, which was $0.315 per share as of June 30, 2012, and the exercise price of the warrants.

The following table presents information related to warrants at June 30, 2012:

Warrants Outstanding				Warrants Exercisable
				Weighted
				Average		Exercisable
Exercise		Number of		Remaining Life		Number of
Price		Warrants		In Years		Warrants
$	0.001		74,850		1.25		74,850
	0.01		452,354		1.58		452,354
	0.01		795,866		3.63		795,866
	0.25		705,882		3.83		705,882
	0.25		575,000		3.96		575,000
	0.01		452,355		4.00		452,355
	0.25		1,098,220		4.04		1,098,220
	0.001		1,020,113		2.25		1,020,113
	0.10		1,000,000		2.38		1,000,000
	0.10		125,000		2.67		125,000
	0.25		300,000		2.67		300,000
	0.10		2,337,500,		2.71		2,337,500
			8,937,140		2.91		8,937,140

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Related Party Transactions

6 Months Ended

Jun. 30, 2012

Related Party Transactions [Abstract]

Related Party Transactions

9. RELATED PARTY TRANSACTIONS

Consulting Agreement

On July 1, 2008, the Company signed a 16 month consulting agreement with a related party. The consulting services include financial advisory, investment relations and certain administrative and other services for $6,250 monthly fees. At June 30, 2012 and December 31, 2011, the Company owed $100,000 related to above consulting services, which is included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

Employee Warrants

On February 29, 2012, an employee was granted a three year warrant to purchase 300,000 shares of the Company’s common stock for services to the Company. The warrants vest immediately with an exercise price of $0.25 per share. The Company recorded a charge for $6,149 to stock based compensation for the six months ended June 30, 2012.

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Accrued Expenses and other Liabilities

6 Months Ended

Jun. 30, 2012

Payables and Accruals [Abstract]

Accrued Expenses and other Liabilities

11. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	June 30, 2012		December 31, 2011
Due to consultant (Note 9)	$	100,000	$	100,000
Accrued consulting fees (Note 5)		1,094,596		694,742
Payroll and payroll taxes payable (A)		1,355,799		1,131,572
Other accrued liabilities		45,131		75,113
	$	2,595,526	$	2,001,427

(A) As of June 30, 2012 and December 31, 2011, the Company has withheld $192,300 and $153,009 of payroll tax liabilities from wages paid which have yet to be remitted to the taxing authorities.

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Notes payable, Loans and Derivative Liabilities - Notes payable (Details) (Parenthetical) (USD $)	Jun. 30, 2012	Dec. 30, 2011
Convertible Note Payable
Debt Discount	$ 449,112	$ 41,469
Note Payable Related Party
Debt Discount	2,592	50,053
Notes Payable
Debt Discount	$ 21,038	$ 63,114

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Fair Value Measures (Tables)

6 Months Ended

Jun. 30, 2012

Fair Value Disclosures [Abstract]

Fair Value Measures on a recurring basis

	Fair Value Measurements
		Level 1		Level 2		Level 3		Total
Derivative liabilities:
June 30, 2012	$	—	$	—	$	2,978,119	$	2,978,119
December 31, 2011	$	—	$	—	$	155,813	$	155,813

Fair value liability on recurring basis

	Six Months Ended June 30, 2012			Year Ended December 31, 2011
Fair value, beginning of period	$	$     155,813	$       84,819
Derivative liabilities recorded during the period		824,362	357,040
Reclassification to equity upon conversion of note		-	(66,836)
Net unrealized (gain) loss on derivative financial instruments		1,997,944	(219,210)
Fair value, end of period	$	$  2,978,119	$     155,813

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Summary of Significant Accounting Policies Fair Value Assumptions (Details Narrative)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Black-Scholes pricing model | Minimum
Risk-free rate interest rate	0.09%	0.15%
Dividend yield
Expected volatility	31.60%	32.70%
Expected life in months and years	0 years 3 months 0 days	0 years 9 months 0 days
Black-Scholes pricing model | Maximum
Risk-free rate interest rate	0.72%	0.30%
Dividend yield
Expected volatility	55.00%	37.20%
Expected life in months and years	0 years 48 months 0 days	2 years 0 months 0 days
Binomial Lattice options | Minimum
Risk-free rate interest rate	0.08%	1.55%
Dividend yield
Expected volatility	28.40%	54.30%
Expected life in months and years	0 years 3 months 0 days	5 years 0 months 0 days
Binomial Lattice options | Maximum
Risk-free rate interest rate	0.72%	2.00%
Dividend yield
Expected volatility	55.00%	54.90%
Expected life in months and years	4 years 3 months 0 days	5 years 0 months 0 days

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Accrued Expenses and other Liabilities - Accrued Liabilities (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Accrued expenses and other current liabilities	$ 2,595,526	$ 2,001,427
Payroll tax liabilities	192,300	153,009
Other Accrued Liabilites
Accrued expenses and other current liabilities	45,131	75,113
Consultants
Accrued expenses and other current liabilities	100,000	100,000
Payroll and payroll taxes payable
Accrued expenses and other current liabilities	1,355,799	1,131,572
Accrued Consulting Fees
Accrued expenses and other current liabilities	$ 1,094,596	$ 694,742

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Fair Value Measures - Fair value liability on recurring basis (Details) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Notes to Financial Statements
Fair value, beginning of period	$ 155,813	$ 84,819
Derivative liabilities recorded during the period	824,362	357,040
Fair value of warrants reclassified to equity		(66,836)
Total net realized and unrealized gains included in other expenses	1,997,944	(219,210)
Balance of warrant derivative liability	$ 2,978,119	$ 155,813

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Condensed Consolidated Statements of Cash Flows (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Statement of Cash Flows [Abstract]
Net loss	$ (4,264,898)	$ (2,037,974)
Common stock issued for services		384,242
Share-based compensation	626,785	402,522
Non-cash interest	69,257	11,762
Change in fair value of derivative liability	1,997,944	162,868
Amortization on discount of note payable	514,252	117,804
Accounts receivable	(161,892)	(49,711)
Inventory	(122,839)	(44,043)
Prepaid expenses and other current assets	(17,166)	(13,282)
Accounts payable	60,815	(392,924)
Accrued expenses and other current liabilities	194,245	712,725
Net cash used in operating activities	1,103,497	(746,011)
Proceeds from notes and loans payable	1,025,000	712,730
Principal payments on note payable	(8,000)	(38,262)
Due to factor - net of repayment	85,090	70,744
Net cash provided by financing activities	1,102,090	745,212
Net decrease in cash	(1,407)	(799)
Cash - beginning of the period	5,852	1,461
Cash - end of the period	4,445	662
Interest paid	222,313	30,042
Discount on notes payable	832,359	247,703
Reclassification of derivative liabilities upon conversion of note		44,852
Issuance of common stock to settle notes payable		274,507
Issuance of common stock to convert notes payable		$ 5,000

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Preferred Stock

6 Months Ended

Jun. 30, 2012

Equity [Abstract]

Preferred Stock

5. PREFERRED STOCK

The Company’s articles of incorporation authorize the Company's Board of Directors to issue up to 10,000,000 shares of preferred stock, having no par value, in one or more series without stockholder approval. Each such series of preferred stock may have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as determined by the Company’s Board of Directors. At June 30, 2012 and December 31 2011, no shares of preferred stock were issued or outstanding.

 In August 2010, the Company signed a one year consulting agreement with a consultant to provide investor and public relation services. The consultant’s compensation includes convertible preferred stock which, at the final determination date, will be converted into shares of common stock of the Company equivalent to 25% of outstanding common shares, as defined in the agreement. The consultant elected to receive the common stock equivalent directly as compensation. The Company calculated the fair value of the award to be $868,724 or 4,169,638 shares of common stock. The Company accrued $506,680 of stock based compensation for these services during the year ended December 31, 2011, which has been included in accrued expenses and other current liabilities. During March 2011, 695,930 shares of common stock valued at $173,982 were issued to the consultant for the settlement of a portion of the accrued compensation, the remaining 3,473,708 shares of common stock valued at $694,742. On June 30, 2012, the Company revalued the unissued 3,473,708 shares of common stock at $.315 per share according to the closing price from NASDAQ.com. The revaluation resulted in $399,854 recorded as an additional component of stock based compensation expense in the accompanying condensed consolidated statement of operations The 3,473,708 shares of the Company’s common stock were issued to the consultant on July 23, 2012.

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Summary of Significant Accounting Policies Share Based Compensation (Details Narrative)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Minimum
Risk -free interest rates	0.40%	2.37%
Dividend yield
Expected Volatility	39.30%	54.50%
Expected life in years	2 years 5 months 0 days	5 years 0 months 0 days
Maximum
Risk -free interest rates	0.86%	2.37%
Dividend yield
Expected Volatility	55.20%	54.50%
Expected life in years	5 years 0 months 0 days	5 years 0 months 0 days

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Notes payable, Loans and Derivative Liabilities:Notes Payable-Convertible Notes Payable(Details Narrative) (USD $) (USD $)	0 Months Ended	3 Months Ended	6 Months Ended	1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended	0 Months Ended	1 Months Ended				3 Months Ended	6 Months Ended			6 Months Ended		6 Months Ended		0 Months Ended	12 Months Ended		6 Months Ended		0 Months Ended	3 Months Ended		6 Months Ended			1 Months Ended				1 Months Ended	3 Months Ended	6 Months Ended	1 Months Ended	6 Months Ended			1 Months Ended	6 Months Ended			3 Months Ended		6 Months Ended		17 Months Ended
	Mar. 02, 2012 Note 6 Convertible Note Payable	Jun. 30, 2012 Note 6 Convertible Note Payable	Jun. 30, 2012 Note 6 Convertible Note Payable	Oct. 17, 2011 Note 6 Note Payable Related Party	Jun. 30, 2012 Note 6 Note Payable Related Party	Jun. 30, 2012 Note 6 Note Payable Related Party	Dec. 31, 2011 Note 6 Note Payable Related Party	Jul. 14, 2010 Note 1 Convertible Note Payable	Sep. 30, 2011 Note 1 Convertible Note Payable	Mar. 31, 2011 Note 1 Convertible Note Payable	Dec. 31, 2010 Note 1 Convertible Note Payable	Sep. 30, 2010 Note 1 Convertible Note Payable	Jun. 30, 2012 Note 1 Convertible Note Payable	Jun. 30, 2012 Note 1 Convertible Note Payable	Aug. 14, 2012 Note 1 Convertible Note Payable	Dec. 31, 2011 Note 1 Convertible Note Payable	Jun. 30, 2012 Note 1 Note Payable Related Party	Dec. 31, 2011 Note 1 Note Payable Related Party	Jun. 30, 2012 Note 1 Notes Payable	Dec. 31, 2011 Note 1 Notes Payable	Jun. 15, 2011 Note 5 Convertible Note Payable	Dec. 31, 2011 Note 5 Convertible Note Payable	Jun. 30, 2012 Note 5 Convertible Note Payable	Jun. 30, 2012 Note 5 Note Payable Related Party	Dec. 31, 2011 Note 5 Note Payable Related Party	Jun. 15, 2011 Note 4 Convertible Note Payable	Jun. 30, 2012 Note 4 Convertible Note Payable	Jun. 30, 2011 Note 4 Convertible Note Payable	Jun. 30, 2012 Note 4 Convertible Note Payable	Jun. 30, 2011 Note 4 Convertible Note Payable	Dec. 31, 2011 Note 4 Convertible Note Payable	Feb. 28, 2010 Note 4 Note Payable Related Party		Jun. 30, 2012 Note 4 Note Payable Related Party	Dec. 31, 2011 Note 4 Note Payable Related Party	Feb. 28, 2012 Note 7 Note Payable Related Party	Jun. 30, 2012 Note 7 Note Payable Related Party	Jun. 30, 2012 Note 7 Note Payable Related Party	Apr. 28, 2011 Note 3 Convertible Note Payable	Jun. 30, 2012 Note 3 Convertible Note Payable	Dec. 31, 2011 Note 3 Convertible Note Payable	Feb. 18, 2011 Note 3 Note Payable Related Party	Jul. 30, 2010 Note 2 Convertible Note Payable	Jun. 30, 2012 Note 2 Convertible Note Payable	Dec. 31, 2011 Note 2 Convertible Note Payable	Feb. 18, 2011 Note 2 Note Payable Related Party	Jun. 30, 2012 Note 2 Notes Payable	Jun. 30, 2011 Note 2 Notes Payable	Jun. 30, 2012 Note 2 Notes Payable	Jun. 30, 2011 Note 2 Notes Payable	Jun. 30, 2012 Note 2 Notes Payable	Dec. 31, 2011 Note 2 Notes Payable
Convertible Promissory Note	$ 1,000,000		$ 850,000	$ 400,000		$ 125,000	$ 275,000	$ 52,380									$ 15,000		$ 20,000		$ 109,822			$ 65,958		$ 57,500						$ 25,000	[1]					$ 50,000	$ 70,588				$ 8,000						$ 500,000
Interest rate	18.00%			21.00%				20.00%									10.00%		6.00%					5.00%								5.00%						21.00%					6.00%						15.00%
Maturity date	Sep. 02, 2012			Apr. 17, 2012				Sep. 13, 2012									Sep. 13, 2009		Nov. 17, 2011																			Aug. 28, 2012	May 31, 2011				Mar. 02, 2011						Aug. 02, 2012
Terms								The note can be converted into the Company's common stock by the holder based on a variable conversion price. The variable conversion price is defined in the note as 45% multiplied by the average of the five lowest intraday prices for the Company’s stock during the previous 20 trading days prior to the date of conversion. The total conversion may not exceed 4.99% of the Company’s common stock issued and outstanding.													an original issue discount of 15%. The convertible promissory note has a maturity date of the earlier of (i) the Company raising debt or equity financing of $600,000 or more, or (ii) June 14, 2012. The note may be converted into the Company's common stock by the holder at $0.05 per share. The Company received a waiver from the lender on September 1, 2011 that waives the provision for payment upon the Company closing a debt or equity financing of $600,000 or more. As a financing incentive, the lender received five-year warrants vesting June 15, 2011, to purchase 575,000 shares of Company’s common stock at an exercise price of $0.25 per share.					an original issue discount of 15%. The convertible promissory note has a maturity date of the earlier of (i) the Company raising debt or equity financing of $600,000 or more, or (ii) June 14, 2012. The note may be converted into the Company's common stock by the holder at $0.05 per share. The Company received a waiver from the lender on September 1, 2011 that waives the provision for payment upon the Company closing a debt or equity financing of $600,000 or more. As a financing incentive, the lender received five-year warrants vesting June 15, 2011, to purchase 575,000 shares of Company’s common stock at an exercise price of $0.25 per share.													an original issue discount of 15%. The convertible promissory note has a maturity date of the earlier of (i) the Company raising debt or equity financing of $600,000 or more, or (ii) May 31, 2011. The note may be converted into the Company's common stock by the holder at $0.05 per share. The Company has not made a note payment and received a waiver from the lender on September 1, 2011 that defers payment until May 31, 2012 and waives the provision for payment upon the Company closing a debt or equity financing of $600,000 or more. The Company is currently negotiating an extension of such loan. As a financing incentive, the lender received five-year warrants vesting April 28, 2011, to purchase 705,882 shares of Company’s common stock at an exercise price of $0.25 per share.
Note Payable		862,181	862,181		406,904	406,904	283,993						23,069	23,069	23,500	21,567	20,690	19,942	22,441	21,843		109,789	109,789	53,317	59,974		57,500		57,500		57,500			28,096	27,472					70,588	70,588	57,879		8,922	8,683	231,514	645,603		645,603		645,603	593,247
Debt Discount		316,958	345,418		45,280	85,342							6,548	13,095					9,200			95,497					2,083	10,418	2,083	22,917		2,935				7,997	3,999	5,405		60,000				1,333			21,038	22,591	42,076	38,251	137,703
Conversion price									$ 0.045	$ 0.0252	$ 0.14	$ 0.099							$ 1.00																								$ 0.05				$ 0.01		$ 0.01		$ 0.01
Fair Market Value	789,073			105,363				52,380													95,497					50,000														60,000			8,000			68,824
Convertible Note									$ 20,000	$ 5,000	$ 7,500	$ 7,500
Common stock, issued									444,444	198,413	53,419	75,758									1,098,220					575,500													705,882

[1] advanced to the Company $10,000 and $15,000, respectively

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Notes payable, Loans and Derivative Liabilities (Tables)

6 Months Ended

Jun. 30, 2012

Debt Disclosure [Abstract]

Notes payable

	June 30,		December 31,
	2012		2011
	(Unaudited)		(Audited)
Notes Payable (net of debt discount of $21,038 at June 30, 2012 and $63,114 at December 31, 2011) (A)	$	647,006	$	551,978
Notes Payable – Related Parties (net of debt discount of $2,592 at June 30, 2012 and $50,053 at December 31, 2011) (B)		566,756		348,130
Convertible Notes Payable (net of debt discount of $449,112 at June 30, 2012 and $41,469 at December 31, 2011) (C)		682,937		228,441
Total	$	1,896,699	$	1,128,549