| Capital Stock | During the
three months ended March 31, 2017, the Company filed Amended Articles of Incorporation with the Secretary of State of Florida
to amend the rights and privileges for series of Preferred Stock, and to authorize the issuance of Series I, F1, G1, H1, J1 and
K1 Preferred Stock, which was effective on April 26, 2017. Series A
Preferred Stock The Company
has designated four shares of preferred stock as Series A Preferred Stock (“Series A”), with a par value of $.0001
per share, of which one share of preferred stock was issued and outstanding as of March 31, 2017. Series A is authorized to have
four shares which do not bear dividends and converts to common shares at four times the sum of: all shares of Common Stock issued
and outstanding at time of conversion plus all shares of Series B Preferred Stock issued and outstanding at time of conversion
divided by the number of issued Class A shares at the time of conversion, and have voting rights four times the sum of: all shares
of Common Stock issued and outstanding at time of voting plus all shares of Series B Preferred Stocks issued and outstanding at
time of voting divided by the number of Class A shares issued at the time of voting. Series B
Preferred Stock The Company
has designated 3,000,000 shares of preferred stock as Series B Preferred Stock (“Series B”), with a par value $0.001
and $2.50 price per share, of which 3,003,202 shares of Series B preferred stock were issued and outstanding as of March 31, 2017.
Shares of Series B are anti-dilutive to reverse splits. The conversion rate of shares of Series B, however, would increase proportionately
in the case of forward splits, and may not be diluted by a reverse split following a forward split. Series B is awarded “Voting
Right” at the ratio of 1 vote per share owned. Each one share of Series B converts to 5 shares of Common Stock. The price
of each share of Series B may be changed either through a majority vote of the Board of Directors through a resolution at a meeting
of the Board of Directors, or through a resolution passed at an Action Without Meeting of the unanimous Board of Directors, until
such time as a listed secondary and/or listed public market develops for the shares. During the
three months ended March 31, 2017, 1,406,829 shares of Series B Preferred Stock were converted into 7,034,145 shares of Common
Stock of the Company per the preferred shareholder’s instruction. On March
31, 2017, the Company issued 24,000 shares of Series B Preferred Stock to settle legal expenses of $60,000. Based on the price
of $.9075 per share for the Series B Preferred Stock, which was determined by the market price of common stock at $.1815 per share
on the issuance date multiplied by the conversion ratio of 1:5, the fair value of the stock issuance of Series B Preferred Stock
was $21,780, resulting in gain from extinguishment of debt in amount of $38,220. During the
three months ended March 31, 2016, 72,718 shares of Series B Preferred Stock were converted into 363,589 shares of Common Stock
of the Company per the preferred shareholder’s instruction. Series C
Preferred Stock The Company
has designated 500 shares of preferred stock as Series C Preferred Stock (“Series C”), with a par value of $.001 per
share, of which 117 shares were issued and outstanding as of March 31, 2017. Shares of Series C are non-dilutive to reverse splits.
The conversion rate of shares of Series C, however, would increase proportionately in the case of forward splits, and may not
be diluted by a reverse split following a forward split. Each one share of Series C converts to 100,000 shares of Common Stock.
Each share of Series C shall have one vote for any election or other vote placed before the shareholders of the Company. The price
of each share of Series C may be changed either through a majority vote of the Board of Directors through a resolution at a meeting
of the Board of Directors, or through a resolution passed at an Action Without Meeting of the unanimous Board of Directors, until
such time as a listed secondary and/or listed public market develops for the shares. Shares of Series C may not be converted into
shares of Common Stock for a period of: a) six months after purchase, if the Company voluntarily or involuntarily files public
reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b) 12 months if the Company does not file such
public reports. During the
three months ended March 31, 2017, 1 share of Series C Preferred Stock were converted into 100,000 shares of Common Stock of the
Company per the preferred shareholder’s instruction. Blank Check
Preferred Stock As of March
31, 2017, the Company has designated 100,000,000 shares of Blank Check Preferred Stock, of which 5,921,401 shares have been issued
with Designations, Rights & Privileges. The following Series have been assigned from the inventory of Blank Check Preferred
Shares. The amount of Blank Check Preferred Stock is 94,078,599 as of March 31, 2017. Series D
Preferred Stock The Company
has designated 800,000 shares of preferred stock as Series D Preferred Stock (“Series D”), with a par value of $.001
per share, of which 400,000 shares were issued and outstanding as of March 31, 2017. Series D is awarded “Voting Right”
at the ratio of 1 vote per share owned. Each one share of Series D converts to 5 shares of Common Stock. On June 30,
2014, the Company completed the acquisition of Romeo’s NY Pizza. The Company issued 400,000 shares of Series D Preferred
Stock (“Series D”) as consideration for this acquisition. Based on the price of $2.50 per share, the acquisition consideration
represents a $1,000,000 valuation. Shares of Series D are anti-dilutive to reverse splits. The conversion rate of shares of Series
D, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following
a forward split. Each one share of Series D shall have voting rights equal to one vote of Common Stock. With respect to all matters
upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding
shares of Series D shall vote together with the holders of Common Stock, without regard to class, except as to those matters on
which separate class voting is required by applicable law or the Corporation’s Certificate of Incorporation or Bylaws. The
initial price of each share of Series D shall be $2.50. There was
no change in Series D Preferred Stock during the three months ended March 31, 2017 and 2016. Series E
Preferred Stock The Company
has designated 1,000,000 shares of preferred stock as Series E Preferred Stock (“Series E”), with a par value of $.001
per share, of which 241,199 shares were issued and outstanding as of March 31, 2017. Series E is awarded “Voting Right”
at the ratio of 1 vote per share owned. Each one share of Series E converts to 5 shares of Common Stock. On July 11,
2014, the Company completed the acquisition of Edge View Properties, Inc. The Company issued 241,199 shares of Series E Preferred
Stock (“Series E”) as consideration for this acquisition. Based on the price of $2.50 per share, the acquisition consideration
represents a $603,000 valuation. Shares of Series E are anti-dilutive to reverse splits. The conversion rate of shares of Series
E, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following
a forward split. Each one share of Series E shall have voting rights equal to one vote of Common Stock. With respect to all matters
upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding
shares of Series E shall vote together with the holders of Common Stock, without regard to class, except as to those matters on
which separate class voting is required by applicable law or the Corporation’s Certificate of Incorporation or Bylaws. The
initial price of each share of Series E shall be $2.50. There was
no change in Series E Preferred Stock during the three months ended March 31, 2017 and 2016. Series F
Preferred Stock The Company
has designated 800,000 shares of preferred stock as Series F Preferred Stock (“Series F”), with a par value of $.001
per share, of which 280,069 shares were issued and outstanding as of March 31, 2017. Series F is awarded “Voting Right”
at the ratio of 1 vote per share owned. Each one share of Series F converts to 5 shares of Common Stock. The Company
has designated 800,000 shares of preferred stock as Series F1 Preferred Stock (“Series F1”), with a par value of $.001
per share, of which 140,754 shares were issued and outstanding as of March 31, 2017. Series F1 is “non-Voting stock”.
Each one share of Series F1 converts to 5 shares of Common Stock. On May 15,
2014, the Company completed the acquisition of We Three, LLC (d/b/a Affordable Housing Initiative) (“AHI”). The Company
issued 280,069 shares of Series F Preferred Stock (“Series F”) as consideration for this acquisition. The fair value
of We Three LLC was $1,000,000 (see Note 2). Based on the price of $2.50 per share for the Series F Preferred Stock, the fair
value of the stock issuance of Series F Preferred Stock was $700,174, resulting in the gain of $299,826 on investment in We Three,
which was offset the goodwill impairment at the end of 2014. In addition, the Company sold 156,503 shares of Series F-1 Preferred
Stock (Series F-1”), to various investors at a price of $2.50 per share, or totaled $391,248 in cash. Shares of Series F
are anti-dilutive to reverse splits. The conversion rate of shares of Series F, however, would increase proportionately in the
case of forward splits, and may not be diluted by a reverse split following a forward split. Each one share of Series F shall
have voting rights equal to five votes of Common Stock. With respect to all matters upon which stockholders are entitled to vote
or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series F shall vote together with
the holders of Common Stock, without regard to class, except as to those matters on which separate class voting is required by
applicable law or the Corporation’s Certificate of Incorporation or Bylaws. The initial price of each share of Series F
shall be $2.50. During the
three months ended March 31, 2017, 31,997 share of Series F1 Preferred Stock were converted into 159,985 shares of Common Stock
of the Company per the preferred shareholder’s instruction. There was
no change in Series F and F1 Preferred Stock during the three months ended March 31, 2016. Series G
Preferred Stock The Company
has designated 20,000,000 shares of preferred stock as Series G Preferred Stock (“Series G”), with a par value of
$.001 per share, of which 0 share was issued and outstanding as of March 31, 2017. Series G is awarded “Voting Right”
at the ratio of 1 vote per share owned. Each one share of Series G converts to 1.25 shares of Common Stock. The Company
has designated 10,000,000 shares of preferred stock as Series G1 Preferred Stock (“Series G1”), with a par value of
$.001 per share, of which 0 share was issued and outstanding as of March 31, 2017. Series G1 is “non-Voting stock”.
Each one share of Series G1 converts to 1.25 shares of Common Stock. There was
no change in Series G and G1 Preferred Stock during the three months ended March 31, 2017 and 2016. Series H
Preferred Stock The Company
has designated 4,859,379 shares of preferred stock as Series H Preferred Stock (“Series H”), with a par value of $.001
per share, of which 4,859,379 shares were issued and outstanding as of March 31, 2017. Series H is awarded “Voting Right”
at the ratio of 1 vote per share owned. Each one share of Series H converts to 1.25 shares of Common Stock. The Company
has designated 3,000,000 shares of preferred stock as Series H1 Preferred Stock (“Series H1”), with a par value of
$.001 per share, of which 0 share was issued and outstanding as of March 31, 2017. Series H1 is “non-Voting stock”.
Each one share of Series H1 converts to 1.25 shares of Common Stock. On August
10, 2016, the Company completed the acquisitions of FDR Enterprises, Inc.; Refreshment Concepts, LLC; and Repicci’s Franchise
Group, LLC. (collectively referred to as “Repicci’s Group”). Pursuant to the acquisition agreement, the Company
agreed to issue 4,859,379 shares of Series H Preferred Stock as consideration for the acquisition of Repicci’s Group. The
combined book value of Repicci’s Group was $(203,622). Based on the price of $.15 per share for the Series H Preferred Stock,
which was determined by the market price of common stock at $.12 per share on the acquisition date multiplied by the conversion
ratio of 1:1.25, the fair value of the stock issuance of Series H Preferred Stock was $728,907, resulting in the goodwill of $932,529.
The 4,859,379 shares of Series H Preferred Stock were issued during the three months ended March 31, 2017. There was
no change in Series H and H1 Preferred Stock during the three months ended March 31, 2016. Series I
Preferred Stock The Company
has designated 20,000,000 shares of preferred stock as Series I Preferred Stock (“Series I”), with a par value of
$.001 per share, of which 0 share was issued and outstanding as of March 31, 2017. Series H is awarded “Voting Right”
at the ratio of 1 vote per share owned. Each one share of Series I converts to 1.50 shares of Common Stock. During the
three months ended March 31, 2017, one investor submitted a subscription agreement to the Company regarding the purchase of 29,412
shares of the Company’s Series I Preferred Stock by cash payment of $10,000, which was collected during the first quarter
of 2017. The transaction was independently negotiated between the Company and the investor. The proceeds from the subscription
agreement mitigated the Company’s cash pressure in short term. The 29,412
shares of Series I Preferred Stock was not issued as of March 31, 2017. Accordingly, the Company recorded Series I preferred shares
to be issued in amount of $10,000 as of March 31, 2017. Series J
Preferred Stock The Company
has designated 10,000,000 shares of preferred stock as Series J Preferred Stock (“Series J”), with a par value of
$.001 per share, of which 0 share was issued and outstanding as of March 31, 2017. Series J is awarded “Voting Right”
at the ratio of 1 vote per share owned. Each one share of Series J converts to 1.25 shares of Common Stock. The Company
has designated 7,500,000 shares of preferred stock as Series J1 Preferred Stock (“Series J1”), with a par value of
$.001 per share, of which 0 share was issued and outstanding as of March 31, 2017. Series J1 is “non-Voting stock”.
Each one share of Series J1 converts to 1.25 shares of Common Stock. On March
10, 2017, the Company completed the acquisitions of Consulting Services Support Corporation (CSSC Corp) and its subsidiaries Decision
Technology Corporation and CSSC Services and Solutions, Incorporation (collectively referred to as “CSSC Group”).
Pursuant to the acquisition agreement, the Company agreed to issue 6,056,227 shares of Series J Preferred Stock as consideration
for the acquisition of CSSC Group. The combined book value of CSSC Group was $163,912. Based on the price of $.34 per share for
the Series J Preferred Stock, which was determined by the market price of common stock at $.273 per share on the acquisition date
multiplied by the conversion ratio of 1:1.25, the fair value of the stock issuance of Series J Preferred Stock was $2,066,687,
resulting in the goodwill of $1,902,775. The 6,056,227 shares of Series J Preferred Stock were issued subsequently to the date
of this report. Accordingly, the Company recorded Series J Preferred Stock to be issued of $2,066,687 in the consolidated balance
sheet as of March 31, 2017. There was
no change in Series J and J1 Preferred Stock during the three months ended March 31, 2016. Series K
Preferred Stock The Company
has designated 9,607,840 shares of preferred stock as Series K Preferred Stock (“Series K”), with a par value of $.001
per share, of which 0 share was issued and outstanding as of March 31, 2017. Series K is awarded “Voting Right” at
the ratio of 1 vote per share owned. Each one share of Series K converts to 1.25 shares of Common Stock. The Company
has designated 35,000,000 shares of preferred stock as Series K1 Preferred Stock (“Series K1”), with a par value of
$.001 per share, of which 0 share was issued and outstanding as of March 31, 2017. Series K1 is “non-Voting stock”.
Each one share of Series K1 converts to 1.25 shares of Common Stock. There was
no change in Series K and K1 Preferred Stock during the three months ended March 31, 2017 and 2016. Common
Stock During the
three months ended March 31, 2017, the Company issued 250,000 shares of Common Stock to a consultant for consulting services related
to marketing and business development. The fair value of this stock issuance was determined by the fair value of the Company’s
Common Stock on the grant date, at a price of approximately $.235 per share. Accordingly, the Company recognized stock based
compensation of $58,750 to the consolidated statements of operations for the three months ended March 31, 2017. During the
three months ended March 31, 2017, the note holder converted $2,785 principal, $1,000 processing cost reimbursement and $102 accrued
interest into 777,400 shares of common stock at a conversion price of $0.005 per share. During the
three months ended March 31, 2017, the note holder converted $6,000 principal into 200,000 shares of common stock at a conversion
price of $0.03 per share. On January
24, 2017, the Company issued 173,585 shares of Common Stock to settle $34,717 due to the prior owner of Repicci’s Franchise
Group LLC, pursuant to the Acquisition Agreement, dated August 10, 2016. The fair value of this stock issuance was determined
by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $0.24 per share, resulting
in loss from extinguishment of debt in amount of $6,943. On January
24, 2017, the Company issued 2,010,490 shares of Common Stock to settle $402,098 due to the prior owner of Refreshment Concepts
LLC, pursuant to the Acquisition Agreement, dated August 10, 2016. The fair value of this stock issuance was determined by the
fair value of the Company’s Common Stock on the grant date, at a price of approximately $0.24 per share, resulting
in loss from extinguishment of debt in amount of $80,420. On March
20, 2017, the Company issued 60,000 shares of Common Stock to settle consulting fees of $15,000. The fair value of this stock
issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately
$0.1965 per share, resulting in gain from extinguishment of debt in amount of $3,210. During the
three months ended March 31, 2017, one investor submitted a subscription agreement to the Company regarding the purchase of 100,000
shares of Common Stock by cash payment of $10,000. The transaction was independently negotiated between the Company and the investor.
The proceeds from the subscription agreement mitigated the Company’s cash pressure in short term. During the
three months ended March 31, 2016, the Company issued 50,000 shares of Common Stock to an investor for total cash payment of $5,000
or $.10 per share, pursuant to the executed subscription agreements. During the
three months ended March 31, 2016, the Company issued 25,599 shares of common stock to a Consultant for services rendered. The
fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at
a price of approximately $0.0475 per share. Accordingly, the Company calculated the stock based compensation of $1,216 at its
fair value and included it in the consolidated statements of operations for the three months ended March 31, 2016. During the
three months ended March 31, 2016, the Company issued 387,990 shares of common stock to a Consultant for services rendered. The
fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at
a price of approximately $0.09 per share. Accordingly, the Company calculated the stock based compensation of $34,919 at its fair
value and included it in the consolidated statements of operations for the three months ended March 31, 2016. During the
three months ended March 31, 2016, the Company issued 65,000 shares of Common Stock to two investors for total cash payment of
$4,000, or $0.05 per share, pursuant to the executed subscription agreements. And the Company issued 10,000 shares of Common Stock
to be issued to one investor for total cash payment of $500 or $.05 per share, pursuant to the executed subscription agreements. |
