Cardiff Lexington (CDIX) 10-Q/A 5 Sep 17 2017 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	3 Months Ended
	Mar. 31, 2017	Aug. 27, 2017	May 31, 2017
Document And Entity Information
Entity Registrant Name	CARDIFF INTERNATIONAL INC
Entity Central Index Key	811,222
Document Type	10-Q/A
Document Period End Date	Mar. 31, 2017
Amendment Flag	true
Amendment Description	Financial Statements adjustment and restatement
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 Public Float			$ 1,971,273
Entity Common Stock, Shares Outstanding		38,817,810
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets
Cash	$ 164,107	$ 62,948
Accounts receivable, net	60,234	32,008
Inventory	42,229	42,229
Prepaid and other	39,190	36,990
Total current assets	305,760	174,175
roperty and equipment, net of accumulated depreciation of $870,583 and $827,299, respectively	711,866	748,109
Land	603,000	603,000
Intangible assets, net	12,267	12,668
Deposits	6,950	1,528
Due from related party	283	0
Goodwill	932,529	932,529
Total Assets	2,572,655	2,472,009
CURRENT LIABILITIES
Accounts payable	116,257	65,901
Accrued expenses	501,888	529,975
Accrued expenses - related parties	1,322,750	1,187,750
Interest payable	252,949	231,452
Accrued payroll taxes	42,402	41,783
Due to officers and shareholders	95,540	503,127
Line of credit	18,781	10,000
Common stock to be issued	500	500
Preferred shares to be issued	10,000	728,907
Notes payable, unrelated party	242,532	259,320
Notes payable - related party	142,345	166,695
Convertible notes payable, net of debt discounts of $71,556 and $21,833, respectively	293,944	157,452
Convertible notes payable - related party	165,000	165,000
Derivative liability	1,469,471	0
Tax payable	21,944	23,444
Total current liabilities	4,696,303	4,071,306
SHAREHOLDERS' EQUITY (DEFICIENCY):
Common stock; 200,000,000 shares authorized with $0.001 par value; 36,089,183 and 25,223,578 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively	36,089	25,224
Additional paid-in capital	43,819,075	43,831,356
Retained deficit	(45,987,736)	(45,461,357)
Total shareholders' equity (deficiency)	(2,123,648)	(1,599,297)
Total liabilities and shareholders' equity (deficiency)	2,572,655	2,472,009
Series A Preferred Stock [Member]
SHAREHOLDERS' EQUITY (DEFICIENCY):
Preferred stock	0	0
Series B, D, E, F, F-1, H [Member]
SHAREHOLDERS' EQUITY (DEFICIENCY):
Preferred stock	8,924	5,480
Series C Preferred Stock [Member]
SHAREHOLDERS' EQUITY (DEFICIENCY):
Preferred stock	0	0
Series I Preferred Stock [Member]
CURRENT LIABILITIES
Preferred shares to be issued	10,000	0
Series H Preferred Stock [Member]
CURRENT LIABILITIES
Preferred shares to be issued	$ 0	$ 728,907

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 870,583	$ 827,299
Convertible notes payable, discount	$ 71,556	$ 21,833
Common stock, shares authorized	200,000,000	50,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	36,089,183	25,223,578
Common stock, shares outstanding	36,089,183	25,223,578

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
REVENUE
Rental income	$ 46,010	$ 40,613
Sales of pizza	134,237	214,593
Sales of ice cream	260,653	0
Other	3,745	18,090
Total revenue	444,645	273,296
COST OF SALES
Rental business	33,621	29,970
Pizza restaurants	94,303	106,903
Ice cream stores	151,305	0
Total cost of sales	279,229	136,873
GROSS MARGIN	165,416	136,423
OPERATING EXPENSES	610,741	330,833
GAIN (LOSS) FROM OPERATIONS	(445,325)	(194,410)
OTHER INCOME (EXPENSE)
(Loss) from extinguishment of debt	(45,933)	0
Change in value of derivative liability	20,793	1,731
Interest expense	(25,637)	(8,741)
Amortization of debt discounts	(30,277)	0
(Loss) from disposal of fixed assets	0	(2,442)
Total other income (expenses)	(81,054)	(9,452)
NET INCOME (LOSS)	$ (526,379)	$ (203,862)
INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED	$ (0.02)	$ (0.02)
Weighted average number of common shares outstanding - basic and diluted	30,153,144	9,528,026

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss)	$ (526,379)	$ (203,862)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	43,685	17,958
Loss (gain) from disposal of fixed assets	0	2,442
Loss on extinguishment of debt	45,933	0
Amortization of loan discount	30,277	0
Change in value of derivative liabilities	(20,793)	(1,731)
Stock based compensation	58,750	36,135
Warrants expenses	47,000	0
Convertible note issued for services rendered	80,000	50,000
(Increase) decrease in:
Accounts receivable	(28,226)	0
Deposits	(5,422)	(6,995)
Prepaids and other	(2,200)	(6,439)
Increase (decrease) in:
Accounts payable	50,356	(11,102)
Accrued expenses	47,913	60,133
Interest payable	21,599	8,741
Tax payable	(1,500)	0
Accrued payroll taxes	619	(249)
Accrued officers' salaries	135,000	31,755
Net cash (used in) operating activities	(23,388)	(23,214)
INVESTING ACTIVITIES
Advances - note receivable	0	18,219
Purchase of fixed assets	(7,041)	(3,974)
Net cash provided by (used in) investing activities	(7,041)	14,245
FINANCING ACTIVITIES
Due from related party	(283)	0
Due to related party	4,878	19,697
Proceeds from sales of stock	20,000	9,000
Proceeds from convertible notes payable	115,000	17,500
(Repayments to) notes payable - related party	0	(10,500)
Proceeds from line of credit	8,781	0
(Repayments to) proceeds from notes payable	(16,788)	461
Net cash provided by financing activities	131,588	36,158
NET (DECREASE) IN CASH AND CASH EQUIVALENTS	101,159	27,189
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	62,948	31,559
CASH AND CASH EQUIVALENTS - END OF PERIOD	164,107	58,748
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	5,140	0
Income tax paid	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued upon conversion of notes payable	9,887	5,000
Series H preferred shares issued for Repicci Group	728,907	0
Conversion of preferred stock to common stock	7,294	0
Derivative liabiliy at beginning of the year	1,472,264	0
Reclassified Derivative liabilities to Additional Paid in Capital	$ 62,000	$ 12,217

1. Summary of Significant Accou

1. Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Basis of Presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with both generally accepted accounting principles for interim financial information, and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim financial information have read or have access to the Company’s annual audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the years ended December 31, 2016 and 2015 thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2016. Organization and Nature of Operations Legacy Card Company (“Legacy”) was formed as a Limited Liability Company on August 29, 2001. On April 18, 2005, Legacy converted from a California Limited Liability Company to a Nevada Corporation. On November 10, 2005, Legacy merged with Cardiff International, Inc. (“Cardiff”, the “Company”), a publicly held corporation. In the first quarter of 2013, it was decided to restructure Cardiff into a holding company that adopted a new business model known as "Collaborative Governance," a form of governance enabling businesses to take advantage of the power of a public company. Cardiff began targeting the acquisition of undervalued, niche companies with high growth potential, income-producing commercial real estate properties, and high return investments, all designed to pay a dividend to the Company’s shareholders. The reason for this strategy was to protect the Company’s shareholders by acquiring profitable small- to minimum-sized businesses with little to no debt, seeking support with both financing and management that had the ability to offer a return to investors. The plan is to establish new classes of preferred stock to streamline voting rights, negate debt, and acquire new businesses. By December of 2013, the Company had negated more than 90% of all its debt; by March 31, 2017, the Company had completed the acquisition of seven businesses: We Three, LLC; Romeo’s NY Pizza; Edge View Properties, Inc.; FDR Enterprises, Inc.; Refreshment Concepts, LLC; and Repicci’s Franchise Group, LLC. In addition, there are three acquisitions: Titancare, LLC, York County In Home Care, Inc., Ride Today Acceptance, LLC pending as of the date of this report. Description of Business Cardiff is a holding company that adopted a new business model known as "Collaborative Governance.” To date, the Company is not aware of any other domestic holding company using the same business philosophy or governing policies. The Company’s business footprint is to acquire strong companies that meet the following criteria: (1) in business for a minimum of two years; (2) profitable; (3) good management team; (4) little to no debt; and (5) assets of a minimum of $1,000,000. Cardiff continues to practice all business ethics under the Securities Exchange Act of 1934 (“1934 Act”) and acknowledges that there are more than 43 successful Business Development Companies subject to the Investment Company Act of 1940 (“1940 Act”), all of which may be considered competition to Cardiff and that are established and available to the public for investment. These companies offer experienced management, dividends and financial security. To date, Cardiff consists of the following whole-owned subsidiaries: We Three, LLC (Affordable Housing Initiative) acquired on May 15, 2014; Romeo’s NY Pizza acquired on June 30, 2014; Edge View Properties, Inc acquired on July 16, 2014; FDR Enterprises, Inc. acquired on August 10, 2016; Refreshment Concepts, LLC acquired on August 10, 2016; Repicci’s Franchise Group, LLC acquired on August 10, 2016. Going Concern The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company is in the development stage and, as such, has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s ability to continue as a going concern. As of March 31, 2017, the Company had shareholders’ deficit of $2,123,648. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. As a result, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2016 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. Management has prospective investors and believes the raising of capital will allow the Company to pursue new acquisitions. There can be no assurance that the Company will be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time frame or on terms acceptable to it. Should the Company be unable to raise sufficient funds, it may be required to curtail its operating plans. In addition, increases in expenses may require cost reductions. No assurance can be given that the Company will be able to operate profitably on a consistent basis, or at all, in the future. Should the Company not be able to raise sufficient funds, it may cause cessation of operations.

2. Restatement of Financial Sta

2. Restatement of Financial Statements	3 Months Ended
	Mar. 31, 2017
Accounting Changes and Error Corrections [Abstract]
Restatement of Financial Statements	(1) On July 26, 2017, the Company’s Board of Directors approved to unwind the Acquisition Agreement with Consulting Services Support Corporation (CSSC Corp) and its subsidiaries Decision Technology Corporation and CSSC Services and Solutions, Incorporation (collectively referred to as “CSSC Group”), which was entered into on March 10, 2017. Upon rescission of the contract, CSSC Corp shall keep their finance business and the Company does not have to issue the stock. The contract between CSSC Corp and the Company is rendered a nullity. The Company believes the termination and revocation of this Acquisition is in the best interest of the Company’s Shareholders. Accordingly, all the financial statements as of March 31, 2017 and for the three months ended March 31, 2017 are restated. (2) In addition, on July 27, 2017 the Company identified errors related to understatement of derivative liabilities as of March 31, 2017, and change in the fair value of the derivative liability for the three months ended March 31, 2017. The facts underlying the Company’s original conclusion is that there were no derivative liabilities incurred when the convertible promissory notes in total amount of $61,500 were entitled to be converted at the conversion price of $0.03 per share, which was considered as a floor. In fact the variable conversion price of such convertible promissory notes triggered derivative liabilities of the Company and tainted the convertible notes with fixed conversion price. The following table sets forth all the accounts in the original amounts and restated amounts, respectively. As of March 31, 2017 March 31, 2017 Adjustments March 31, 2017 Original Restated ASSETS Current assets Cash $ 485,824 $ (321,717 ) (1) $ 164,107 Accounts receivable, net 478,738 (418,504 ) (1) 60,234 Inventory 42,229 – 42,229 Prepaid and other 57,632 (18,442 ) (1) 39,190 Total current assets 1,064,423 (758,663 ) 305,760 Property and equipment, net of accumulated depreciation of $870,583 756,940 (45,074 ) (1) 711,866 Land 603,000 – 603,000 Intangible assets 185,320 (173,053 ) (1) 12,267 Deposits 59,976 (53,026 ) (1) 6,950 Due from related party 283 – 283 Goodwill 2,835,304 (1,902,775 ) (1) 932,529 Total Assets $ 5,505,246 $ (2,932,591 ) $ 2,572,655 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY) Current liabilities Accounts payable $ 605,993 $ (489,736 ) (1) $ 116,257 Accrued expenses 685,996 (184,108 ) (1) 501,888 Accrued expenses - related parties 1,403,069 (80,319 ) (1) 1,322,750 Interest payable 252,949 – 252,949 Accrued payroll taxes 42,402 – 42,402 Due to officers and shareholders 95,540 – 95,540 Line of credit 18,781 – 18,781 Common stock to be issued 500 – 500 Series J preferred shares to be issued 2,066,687 (2,066,687 ) (1) – Series I preferred shares to be issued 10,000 – 10,000 Series H preferred shares to be issued – – – Notes payable, unrelated party 292,532 (50,000 ) (1) 242,532 Notes payable - related party 142,345 – 142,345 Convertible notes payable, net of debt discounts of $71,556 and $21,833, respectively 293,944 – 293,944 Convertible notes payable - related party 165,000 – 165,000 Derivative Liability – 1,469,471 (2) 1,469,471 Tax payable 92,232 (70,288 ) (1) 21,944 Total current liabilities 6,167,970 (1,471,667 ) 4,696,303 Preferred stock Series A preferred – – – Preferred Stock Series B, D, E, F, F-1, H 8,924 – 8,924 Series C preferred – – – Common stock; 200,000,000 shares authorized with $0.001 par value; 36,089,183 and 25,223,578 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively 36,089 – 36,089 Additional paid-in capital 45,309,339 (1,490,264 ) (1)(2) 43,819,075 Retained deficit (46,017,076 ) 29,340 (1)(2) (45,987,736 ) Total shareholders' equity (deficiency) (662,724 ) (1,460,924 ) (2,123,648 ) Total liabilities and shareholders' equity (deficiency) $ 5,505,246 $ (2,932,591 ) $ 2,572,655 For the three months ended March 31, 2017 Statement of Operations Original Adjustments Restated REVENUE Rental income $ 46,010 $ – $ 46,010 Sales of pizza 134,237 – 134,237 Sales of ice cream 260,653 – 260,653 Financial services income 269,417 (269,417 ) (1) – Other 3,745 – 3,745 Total revenue 714,062 (269,417 ) 444,645 COST OF SALES Rental business 33,621 – 33,621 Pizza restaurants 94,303 – 94,303 Ice cream stores 151,305 – 151,305 Financial services 200,761 (200,761 ) (1) – Other – – – Total cost of sales 479,990 (200,761 ) 279,229 GROSS MARGIN 234,072 (68,656 ) 165,416 OPERATING EXPENSES 687,944 (77,203 ) (1) 610,741 GAIN (LOSS) FROM OPERATIONS (453,872 ) 8,547 (445,325 ) OTHER INCOME (EXPENSE) (Loss) from extinguishment of debt (45,933 ) – (45,933 ) Change in value of derivative liability – 20,793 (2) 20,793 Interest expense (25,637 ) – (25,637 ) Amortization of debt discounts (30,277 ) – (30,277 ) (Loss) from disposal of fixed assets – – – Total other income (expenses) (101,847 ) 20,793 (81,054 ) NET INCOME (LOSS) FOR THE PERIOD (555,719 ) 29,340 (526,379 ) INCOME (LOSS) PER COMMON SHARE -BASIC $ (0.02 ) $ (0.02 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES - BASIC AND DILUTED 30,153,144 30,153,144 Statement of Cash Flow Original Adjustments Restated Net (loss) from continuing operations $ (555,719 ) $ 29,340 (1)(2) $ (526,379 ) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization 48,260 (4,575 ) (1) 43,685 Loss on extinguishment of debt 45,933 – 45,933 Amortization of loan discount 30,277 – 30,277 Change in value of derivative liability – (20,793 ) (2) (20,793 ) Stock based compensation 58,750 – 58,750 Warrants expenses 47,000 – 47,000 Convertible note issued for services rendered 80,000 – 80,000 (Increase) decrease in: Accounts receivable (113,825 ) 85,599 (1) (28,226 ) Inventory – – – Deposits (5,422 ) – (5,422 ) Prepaids and other 13,436 (15,636 ) (1) (2,200 ) Increase (decrease) in: Accounts payable 120,870 (70,514 ) (1) 50,356 Accrued expenses 45,653 2,260 (1) 47,913 Interest payable 21,599 – 21,599 Tax payable (1,500 ) – (1,500 ) Accrued payroll taxes 619 – 619 Accrued officers' salaries 135,000 – 135,000 Net cash (used in) operating activities (29,069 ) 5,681 (23,388 ) INVESTING ACTIVITIES Purchase of fixed assets (7,298 ) 257 (1) (7,041 ) Net cash provided by (used in) investing activities (7,298 ) 257 (7,041 ) FINANCING ACTIVITIES Due from related party (283 ) (283 ) Due to related party 4,878 – 4,878 Proceeds from sales of stock 20,000 – 20,000 Proceeds from convertible notes payable 115,000 – 115,000 (Repayments to) notes payable - related party – – – Proceeds from line of credit 8,781 – 8,781 (Repayments to) proceeds from notes payable (16,788 ) – (16,788 ) Net cash provided by financing activities 131,588 – 131,588 NET (DECREASE) IN CASH AND CASH EQUIVALENTS 95,221 5,938 (1)(2) 101,159 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 390,603 (327,655 ) (1) 62,948 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 485,824 $ (321,717 ) (1) $ 164,107

3. Fixed Assets

3. Fixed Assets	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Fixed Assets	Plant and equipment, net as of March 31, 2017 and December 31, 2016 was $711,866 and $748,109, respectively, consisting of the following: March 31, 2017 December 31, 2016 Furniture, fixture and equipment $ 950,315 $ 903,249 Leasehold improvements 632,134 672,159 1,582,449 1,575,408 Less: accumulated depreciation (870,583 ) (827,299 ) Plant and equipment, net $ 711,866 $ 748,109 During the three months ended March 31, 2017 and 2016, depreciation and amortization expense was $43,685 and $17,958, respectively. See Note 4 for additional information regarding amortization.

4. Intangible Assets

4. Intangible Assets	3 Months Ended
	Mar. 31, 2017
Real Estate [Abstract]
Intangible Assets	As of March 31, 2017 and December 31, 2016, net intangible assets was $12,267 and $12,668 respectively, due to the franchise fee paid by Repicci’s Group.

5. Accrued Expenses

5. Accrued Expenses	3 Months Ended
	Mar. 31, 2017
Payables and Accruals [Abstract]
Accrued Expenses	As of March 31, 2017 and December 31, 2016, the Company had accrued expenses of $1,824,638 and $1,717,725, respectively, consisted of the following: March 31, 2017 December 31, 2016 Accrued salaries $ 248,031 $ 250,381 Accrued salaries – related party 1,297,500 1,162,500 Lease payable – related party 25,250 25,250 Accrued expenses - other 253,857 279,594 Total $ 1,824,638 $ 1,717,725

6. Related Party Transactions

6. Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Due to Officers and Officer Compensation Refreshment Concepts, LLC leases its premises from its prior owner under a month-to-month lease at the rate of $1,500 per month. As of March 31, 2017 and December 31, 2016, the Company had lease payable of $25,250 to the related party. 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. As of March 31, 2017 and December 31, 2016, in addition to the lease payable of $25,250, the outstanding balance due to the same prior owner was $33,345 and $57,695, respectively. 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. As of March 31, 2017 and December 31, 2016, the outstanding balance due to the same prior owner was $1,000 and $40,550, respectively. The Company borrows funds from Daniel Thompson, who is a Shareholder and Officer of the Company. The terms of repayment stipulate the loans are due 24 months after the launch of the Legacy Tuition Card (or prior to such date) at an annual interest rate of six percent. As of March 31, 2017 and December 31, 2016, the Company had $94,540 and $84,540 due to Daniel Thompson, respectively. In addition, the Board of Directors of the Company approved to increase Daniel Thompson’s compensation to $25,000 per month from $20,000 effective January 1, 2017. Accordingly, a total salary of $75,000 and $60,000 were accrued and reflected as an expense to Daniel Thompson during the three months ended March 31, 2017 and 2016, respectively. The accrued salaries payable to Daniel Thompson was $817,500 and $742,500 as of March 31, 2017 and December 31, 2016, respectively. The Company had an employment agreement with a former Chief Operating Officer, Mr. Levy, whereby the Company provided for compensation of $15,000 per month in 2015 and $10,000 per month in 2016. Mr. Levy resigned on June 7, 2016. A total salary of $0 and $30,000 were accrued and reflected as an expense during the three months ended March 31, 2017 and 2016, respectively. The total balance due to Mr. Levy for accrued salaries at March 31, 2017 and December 31, 2016 were $240,000 and $240,000, respectively. The Company had an employment agreement with the Chief Operating Officer, Mr. Roberts, whereby the Company provided for compensation of $10,000 per month effective in June 2016. A total salary of $30,000 and $0 were accrued and reflected as an expense during the three months ended March 31, 2017 and 2016, respectively. The total balance due to Mr. Roberts for accrued salaries at March 31, 2017 and December 31, 2016 were $80,000 and $60,000, respectively. The Board of Directors of the Company approved to increase Chief Executive Officer, Mr. Cunningham’s compensation to $25,000 per month from $15,000 effective January 1, 2017. A total salary of $75,000 and $45,000 were accrued and reflected as an expense during the three months ended March 31, 2017 and 2016, respectively. The total balance due to Mr. Cunningham for accrued salaries at March 31, 2017 and December 31, 2016 were $400,000 and $360,000, respectively.

7. Notes Payable

7. Notes Payable	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Notes Payable	Notes payable at March 31, 2017 and December 31, 2016 are summarized as follows: March 31, 2017 December 31, 2016 Notes Payable – Unrelated Party $ 242,532 $ 259,320 Notes Payable – Related Party 142,345 166,695 Discount on notes – – Total $ 384,877 $ 426,015 Current portion (384,877 ) (426,015 ) Long-term portion $ – $ – Notes Payable – Unrelated Party On March 12, 2009, the Company entered into a preferred debenture agreement with a shareholder for $20,000. The note bore interest at 12% per year and matured on September 12, 2009. In conjunction with the preferred debenture, the Company issued 2,000,000 warrants to purchase its Common Stock, exercisable at $0.10 per share and expired on March 12, 2014. As a result of the warrants issued, the Company recorded a $20,000 debt discount during 2009 which has been fully amortized. The Company assigned all of its receivables from consumer activations of the rewards program as collateral on this debenture. On March 24, 2011, the Company amended the note and the principal balance was reduced to $15,000. The Company was due to pay annual principal payments of $5,000 plus accrued interest beginning March 12, 2012. On July 20, 2011, the Company repaid $5,000 of the note. As of December 31, 2012, the warrants had not been exercised. As of March 31, 2017, the Company is in default on this debenture. The balance of the note was $10,989 and $10,989 at March 31, 2017 and December 31, 2016, respectively. As of March 31, 2017, the Company had lease payable of $160,229 in connection with 2 capital leases on 2 Mercedes Sprinter Vans for the ice cream section. There are purchase options at the end of all lease terms that are based on the fair market value of the vans at the time. The balance of $71,314 in notes payable to unrelated party was due to the auto loan for the vehicles used in the Pizza restaurants and Repicci’s Group and for daily operations. Notes Payable – Related Party On September 7, 2011, the Company entered into a Promissory Note agreement (“Note 1”) with a related party for $50,000. Note 1 bears interest at 8% per year and matures on September 7, 2016. Interest is payable annually on the anniversary of Note 1, and the principal and any unpaid interest will be due upon maturity. In conjunction with Note 1, the Company issued 2,500,000 shares of its Common Stock to the lender. As a result of the shares issued in conjunction with Note 1, the Company recorded a $50,000 debt discount during 2011. The balance of Note 1, net of debt discount, was $50,000 and $50,000 at March 31, 2017 and December 31, 2016, respectively. Note 1 is currently in default. On November 17, 2011, the Company entered into a Promissory Note agreement (“Note 2”) with a related party for $50,000. Note 2 bears interest at 8% per year and matures on November 17, 2016. Interest is payable annually on the anniversary of Note 2, and the principal and any unpaid interest will be due upon maturity. In conjunction with Note 2, the Company issued 2,500,000 shares of its Common Stock to the lender. As a result of the shares issued in conjunction with Note 2, the Company recorded a $50,000 debt discount during 2011. The balance of Note 2, net of debt discount, was $50,000 and $50,000 at March 31, 2017 and December 31, 2016, respectively. Note 2 is currently in default. On August 4, 2015, the Company entered into a Promissory Note agreement (“Note 3”) with a related party for $19,500. Note 3 bears interest at 6% per year and matures on December 31, 2016. Interest is payable annually on the anniversary of Note 3, and the principal and any unpaid interest will be due upon maturity. The Company repaid $10,500 to the related party in 2016, therefore, the balance of Note 3 was $9,000 as of March 31, 2017 and December 31, 2016, respectively. Note 3 is currently in default. As of March 31, 2017 and December 31, 2016, the Company also had note payable of $33,345 and $57,695, respectively, to the prior owner of Repicci’s Group. The following is a schedule showing the future minimum loan payments in the future 5 years. Year ending December 31, 2017 $ 384,877 2018 0 2019 0 2020 0 2021 0 Total $ 384,877

8. Convertible Notes Payable

8. Convertible Notes Payable	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Convertible Notes Payable	Some of the Convertible Notes issued as described below included an anti-dilution provision that allowed for the adjustment of the conversion price. The Company considered the guidance provided by the FASB in “ Determining Whether an Instrument Indexed to an Entity’s Own Stock Convertible notes at March 31, 2017 and December 31, 2016 are summarized as follows: March 31, 2017 December 31, 2016 Convertible Notes Payable – Unrelated Party $ 365,500 $ 179,285 Convertible Notes Payable – Related Party 165,000 165,000 Discount on Convertible Notes Payable - Unrelated Party (71,556 ) (21,833 ) Total - Current $ 458,944 $ 322,452 Convertible Notes Payable – Unrelated Party On April 17, 2014, the Company entered into an unsecured Convertible Note (“Note 4”) in the amount of $9,000. Note 4 was convertible into Common Shares of the Company at $0.005 per share at the option of the holder. Note 4 bore interest at eight percent per year, matured on June 17, 2014, and was unsecured. All principal and unpaid accrued interest was due at maturity. The Company is currently in default on Note 4. On August 17, 2015, a portion of principal of $1,500 was converted into 300,000 shares of Common Stock of the Company upon the request of the holder. During the year ended December 31, 2016, the note holder converted $3,715 principal and $1,310 accrued interest payable into 1,005,000 shares of common stock at a conversion price of $0.005 per share. And $3,000 of principal is forgiven by the note holder. In addition, the Company agreed to reimburse the holder’s certificate processing cost by adding $1,000 to the principal for each note conversion pursuant to an addendum, dated February 3, 2016. 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. The balance of Note 4 was $2,785 as of December 31, 2016, which was paid in full as of March 31, 2017. Accordingly, Note 5 has been evaluated with respect to the terms and conditions of the conversion features contained in Note 5 to determine whether they represent embedded or freestanding derivative instruments under the provisions of ASC 815. The Company determined that the conversion features contained in Note 5 for $12,200 carrying value represents a freestanding derivative instrument that meets the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instrument in the note is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instrument of the convertible note was measured using the Black-Scholes valuation model at the inception date of Note 5 and will do so again on each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income or expense at each balance sheet date. On March 8, 2016, the Company entered into an addendum to Note 5 to change the conversion price to $0.005 per share. As a result, the embedded derivative liability of $12,217 at March 8, 2016 was reclassified as additional paid-in capital. The table below sets forth the assumptions for Black-Scholes valuation model on May 6, 2015 (inception) and December 31, 2015, and March 8, 2016, respectively. For the three months ended March 31, 2016, the Company decreased the derivative liability of $13,948 at December 31, 2015 by $1,731, resulting in a derivative liability of $12,217 at March 8, 2016. Reporting Date Fair Value Term (Years) Assumed Conversion Price Market Price on Issuance Date Volatility Percentage Risk-free Rate 5/6/2015 $ 22,495 0.33 $ 0.83 $ 1.69 507% 0.0002 12/31/2015 $ 13,948 0.003 $ 0.04 $ 0.08 533% 0.0014 3/8/2016 $ 12,217 0.003 $ 0.03 $ 0.05 569% 0.0027 As of March 31, 2017, the principal and accrued interest of Note 5 were paid in full. On July 29, 2015, the Company entered into an 8% convertible promissory note (“Note 6”) with an unrelated entity in the amount of $10,000. Note 6 bore interest at eight percent per year, matured on November 26, 2015, and was unsecured. Note 6 was convertible into Common Shares of the Company at the conversion ratio of 50% discount to market at the conversion date. However, if the closing bid price of the Company’s Common Shares falls below $0.10 per share, the conversion price will be changed to $0.01 per share and remain intact from that point forward. Since the Company’s common stock was $0.075 per share at December 31, 2015, the conversion feature contained in Note 6 no longer meets the requirements for liability classification under ASC 815. As a result, the embedded derivative liability of $10,008 at December 31, 2015 was reclassified as additional paid-in capital. The table below sets forth the assumptions for Black-Scholes valuation model on July 29, 2015 (inception) and December 31, 2015, respectively. For the period ended December 31, 2015, the Company had initial loss of $8,041 due to derivative liabilities, and decreased the derivative liability of $18,041 by $8,033, resulting in a derivative liability of $10,008 at December 31, 2015. The derivative liabilities is reclassified as additional paid in capital due to the conversion price become fixed price as of January 1, 2016. Reporting Date Fair Value Term (Years) Assumed Conversion Price Market Price on Issuance Date Volatility Percentage Risk-free Rate 7/29/2015 $ 18,041 0.33 $ 0.30 $ 0.60 513% 0.0006 12/31/2015 $ 10,008 0.003 $ 0.038 $ 0.075 533% 0.0014 The Company is currently in default on Note 6 and bears default interest at ten percent per year. As of March 31, 2017, the carrying values of Note 6 were $10,000 and the debt discount was $0. The Company recorded interest expense related to Note 6 in amount of $250 and $200 during the three months ended March 31, 2017 and 2016, respectively. The accrued interest of Note 6 was $1,609 and $1,359 as of March 31, 2017 and December 31, 2016, respectively. On February 9, 2016, the Company entered into a 15% convertible line of credit (“Note 7”) with an unrelated entity in the amount up to $50,000. On February 9, 2016, the Company received $17,500 cash for the line of credit, matured on February 9, 2017, and unsecured. Note 7 is convertible into common shares of the Company at the conversion ratio of $0.03 or 50% discount of the lowest closing price on the primary trading market on which Company's common stock is quoted for the last five trading days prior to the conversion date, whichever is lower. The Company determined that the conversion features contained in Note 7 carrying value represents a freestanding derivative instrument that meets the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instrument in the note is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instrument of the convertible note was measured using the Binomial-Lattice valuation model at the inception date of the note and will do so again on each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income or expense at each balance sheet date. The derivative liabilities will be reclassified into additional paid in capital upon conversion. The table below sets forth the assumptions for Binomial-Lattice valuation model on December 31, 2016 and March 31, 2017, respectively. Reporting Date Fair Value Term (Years) Assumed Conversion Price Market Price on Issuance Date Volatility Percentage Risk-free Rate 12/31/2016 $ 74,750 0.11 $ 0.03 $ 0.2250 221% 0.0062 3/31/2017 $ 56,236 0.35 $ 0.03 $ 0.1767 173% 0.0091 Note 7 is currently in default and principal of $6,000 was converted into 200,000 shares of common stock at the end of 2016. During the three months ended March 31, 2017, the Company recorded interest expense, late fee and default interest related to Note 7 in total amount of $1,294 and amortization of debt discounts in amount of $3,500. There was no unamortized debt discount related Note 7 as of March 31, 2017. On October 28, 2016, the Company received $25,000 cash pursuant to the terms of Note 7, matured on October 28, 2017 (“Note 7-1”). Note 7-1 is not convertible after 6 months of the effective date of this Note, which is April 28, 2017. Neither derivative liability accounting nor beneficial conversion feature will be considered before Note 7-1 is entitled for conversion. During the three months ended March 31, 2017, the Company recorded interest expense related to Note 7-1 in amount of $938. On March 8, 2016, the Company entered into a 15% convertible promissory note in the principal of $50,000 (“Note 8”) with an unrelated entity for services rendered. Note 8 is matured on March 8, 2017, and unsecured. This Note is convertible into common shares of the Company at the conversion ratio of $0.03 or 50% discount of the lowest closing price on the primary trading market on which Company's common stock is quoted for the last five trading days prior to the conversion date, whichever is lower. The Company determined that the conversion features contained in Note 8 carrying value represents a freestanding derivative instrument that meets the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instrument in the note is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instrument of the convertible note was measured using the Binomial-Lattice valuation model at the inception date of the note and will do so again on each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income or expense at each balance sheet date. The derivative liabilities will be reclassified into additional paid in capital upon conversion. On February 16, 2017, a portion of principal of $6,000 was converted into 200,000 shares of common stock. The table below sets forth the assumptions for Binomial-Lattice valuation model on December 31, 2016, February 16, 2017 and March 31, 2017, respectively. Reporting Date Fair Value Term (Years) Assumed Conversion Price Market Price on Issuance Date Volatility Percentage Risk-free Rate 12/31/2016 $ 325,001 0.18 $ 0.03 $ 0.2250 221% 0.0062 2/16/2017 $ 62,000 0.05 $ 0.03 $ 0.3400 173% 0.0051 3/31/2017 $ 215,164 0.35 $ 0.03 $ 0.1767 173% 0.0091 Note 8 was in default with principal balance of $44,000 as of March 31, 2017. During the three months ended March 31, 2017, the Company recorded late fee and default interest related to Note 8 in total amount of $6,608 and amortization of debt discounts in amount of $18,333. There was no unamortized debt discount related Note 8 as of March 31, 2017. On September 12, 2016, the Company entered into a 10% convertible promissory note in the principal of $80,000 (“Note 9”) with an unrelated entity for services rendered. Note 9 is matured on September 12, 2017, and unsecured. This Note is convertible into common shares of the Company at the conversion ratio of $0.03 or 50% discount of the lowest closing bid price on the primary trading market on which Company's common stock is quoted for the last five trading days prior to the conversion date, whichever is lower. The Company determined that the conversion features contained in Note 9 carrying value represents a freestanding derivative instrument that meets the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instrument in the note is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instrument of the convertible note was measured using the Binomial-Lattice valuation model at the inception date of the note and will do so again on each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income or expense at each balance sheet date. The derivative liabilities will be reclassified into additional paid in capital upon conversion. The table below sets forth the assumptions for Binomial-Lattice valuation model on March 31, 2017. Reporting Date Fair Value Term (Years) Assumed Conversion Price Market Price on Issuance Date Volatility Percentage Risk-free Rate 3/31/2017 $ 391,208 0.45 $ 0.03 $ 0.1767 173% 0.0091 As a result, Note 9 was discounted in the amount of $80,000 and amortized over the remaining life of this Note. During the three months ended March 31, 2017, the Company recorded interest expenses related to Note 9 in amount of $2,000 and amortization of debt discounts in amount of $8,444. This resulted in an unamortized debt discount of $71,556 as of March 31, 2017. On January 24, 2017, the Company entered into a 10% convertible promissory note in the principal of $80,000 (“Note 10”) with an unrelated entity for services rendered. Note 10 is matured on January 24, 2018, and unsecured. This Note is convertible into common shares of the Company at the conversion ratio of $0.25 or 50% discount of the lowest closing bid price on the primary trading market on which Company's common stock is quoted for the last ten trading days prior to the conversion date, whichever is lower. However, Note 10 is not convertible after 6 months of the effective date of this Note, which is July 24, 2017. Neither derivative liability accounting nor beneficial conversion feature will be considered before Note 10 is entitled for conversion. During the three months ended March 31, 2017, the Company recorded interest expense related to Note 10 in amount of $1,467. On January 24, 2017, the Company entered into a 15% convertible line of credit (“Note 11”) with an unrelated entity in the amount up to $250,000. On January 27, 2017, the Company received $50,000 cash for the line of credit, matured on January 27, 2018, and unsecured. Note 11 is convertible into common shares of the Company at the conversion ratio of $0.25 or 50% discount of the lowest closing price on the primary trading market on which Company's common stock is quoted for the last ten trading days prior to the conversion date, whichever is lower. However, Note 11 is not convertible after 6 months of the effective date of this Note, which is July 27, 2017. Neither derivative liability accounting nor beneficial conversion feature will be considered before Note 11 is entitled for conversion. During the three months ended March 31, 2017, the Company recorded interest expense related to Note 11 in amount of $1,313. On February 21, 2017, the Company received $25,000 cash pursuant to the terms of Note 11, matured on February 21, 2018 (“Note 11-1”). Note 11-1 is not convertible after 6 months of the effective date of this Note, which is August 21, 2017. Neither derivative liability accounting nor beneficial conversion feature will be considered before Note 11-1 is entitled for conversion. During the three months ended March 31, 2017, the Company recorded interest expense related to Note 11-1 in amount of $396. On March 16, 2017, the Company received $40,000 cash pursuant to the terms of Note 11, matured on March 16, 2018 (“Note 11-2”). Note 11-2 is not convertible after 6 months of the effective date of this Note, which is September 16, 2017. Neither derivative liability accounting nor beneficial conversion feature will be considered before Note 11-2 is entitled for conversion. During the three months ended March 31, 2017, the Company recorded interest expense related to Note 11-2 in amount of $250. Convertible Notes Payable – Related Party On April 21, 2008, the Company entered into an unsecured Convertible Debenture (“Debenture 1”) with a shareholder in the amount of $150,000. Debenture 1 was convertible into Common Shares of the Company at $0.03 per share at the option of the holder no earlier than August 21, 2008. Debenture 1 bore interest at 12% per year, matured in August 2009, and was unsecured. All principal and unpaid accrued interest was due at maturity. In conjunction with the Debenture 1, the Company also issued warrants to purchase 5,000,000 shares of the Company’s Common Stock at $0.03 per share. The warrants expired on April 20, 2013. As a result of issued warrants, the Company recorded a $150,000 debt discount during 2008 which has been fully amortized. The Company is in default on Debenture 1, and the warrants have not been exercised. The balance of Debenture 1 was $150,000 and $150,000 at March 31, 2017 and December 31, 2016, respectively. The Company recorded interest expense related to Debenture 1 in amount of $4,500 and $4,500 during the three months ended March 31, 2017 and 2016, respectively. On March 11, 2009, the Company entered into an unsecured Convertible Debenture (“Debenture 2”) with a shareholder in the amount of $15,000. Debenture 2 was convertible into Common Shares of the Company at $0.03 per share at the option of the holder. Debenture 2 bore interest at 12% per year, matured on March 11, 2014, and was unsecured. All principal and unpaid accrued interest was due at maturity. The Company is in default on Debenture 2. The balance of Debenture 2 was $15,000 and $15,000 at March 31 and December 31, 2016, respectively. The Company recorded interest expense related to Debenture 1 in amount of $450 and $450 during the three months ended March 31, 2017 and 2016, respectively. Resulting from the tainted issue by the derivative financial instrument of the convertible notes, The Company determined that the conversion features contained in Debenture 1 and Debenture 2 carrying value represents an embedded derivative instrument that meets the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instrument in the note is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instrument of the convertible note was measured using the Binomial-Lattice valuation model at the inception date of the note and will do so again on each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income or expense at each balance sheet date. The derivative liabilities will be reclassified into additional paid in capital upon conversion. The table below sets forth the assumptions for Binomial-Lattice valuation model on December 31, 2016 and March 31, 2017, respectively. Reporting Date Fair Value Term (Years) Assumed Conversion Price Market Price on Issuance Date Volatility Percentage Risk-free Rate 12/31/2016 $ 1,072,513 0.50 $ 0.03 $ 0.2250 221% 0.0062 3/31/2017 $ 806,863 0.35 $ 0.03 $ 0.1767 173% 0.0091 The following is a schedule showing the future minimum loan payments in the future 5 years. Year ending December 31, 2017 $ 335,500 2018 $ 195,000

9. Fair Value Measurement

9. Fair Value Measurement	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurement	The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the financial statements. The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. As of March 31, 2017 and December 31, 2016, the Company did not have any items that would be classified as level 1 or 2 disclosures. The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in note 9. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed in Note 9 are that of volatility and market price of the underlying common stock of the Company. As of March 31, 2017 and December 31, 2016, the Company did not have any derivative instruments that were designated as hedges. The derivative liability as of March 31, 2017, in the amount of $1,469,471 has a level 3 classification. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the three months ended March 31, 2017: Debt Derivative Balance, December 31, 2016 $ – Total (gains) losses Initial fair value of debt derivative at note issuance 1,472,264 Mark-to-market at March 31, 2017: (2,793 ) Transfers out of Level 3 upon conversion or payoff of notes payable – Balance, March 31, 2017 $ 1,469,471 Net gain for the period included in earnings relating to the liabilities held during the period ended March 31, 2017 $ 20,793 Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. During the period ended March 31, 2017, the Company’s stock price decreased from initial valuation. As the stock price decreases for each of the related derivative instruments, the value to the holder of the instrument generally decreases. Stock price is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments.

10. Line of Credit

10. Line of Credit	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Line of Credit	On December 28, 2016, the Company entered into an unsecured Business Line of Credit Agreement with Fundation Group LLC (“Fundation”), pursuant to which the Company was allowed to take a draw from Fundation up to $20,000 from time to time. The Line of Credit bears interest at a rate of 11.49% per annum, subject to increase or decrease with 90 days notice. There was an initial closing fee of $500 and a 2% draw fee on subsequent draws. Monthly principal and interest payments are due and the line is due in full in 18 months from the latest draw. The outstanding principal and interest will be amortized over 18 months. As of March 31, 2017 and December 31, 2016, the Company had balance of $18,781 and $10,000, respectively.

11. Payroll Taxes

11. Payroll Taxes	3 Months Ended
	Mar. 31, 2017
Compensation Related Costs [Abstract]
Payroll Taxes	The Company previously reported that it has failed to remit payroll tax payments since 2006, as required by various taxing authorities. Payroll taxes and estimated penalties were accrued in recognition of accrued salaries subsequently settled via stock issue and other agreements that did not result in reportable or taxable payroll transactions. These accruals were reversed for prior years, and a similar estimated accrual established for 2016 and 2015. As of March 31, 2017 and December 31, 2016, the Company estimated the amount of taxes, interest, and penalties that the Company could incur as a result of payroll related taxes and penalties to be $42,402 and $41,783, respectively.

12. Net Loss Per Share

12. Net Loss Per Share	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Net Loss Per Share	Basic net loss per share is computed using the weighted average number of common shares outstanding during the years. There were no dilutive earnings per share for the three months ended March 31, 2017 and 2016 due to net loss during the periods. The following table sets forth the computation of basic net loss per share for the periods indicated: For the three months ended March 31, 2017 March 31, 2016 Numerator: Net (loss) $ (526,379 ) $ (203,862 ) Denominator: Weighted-average shares outstanding - Basic and Diluted 30,153,144 9,528,026 Basic and Diluted earnings (loss) per share $ (0.02 ) $ (0.02 ) This does not include the potential dilutive effect if all exercisable warrants were exercised or conversions of convertible notes and convertible preferred stock as described below: Principal conversion 7,028,696 Interest conversion 8,356,189 Warrants 200,000 Preferred Stock conversion 359,196,019 Total 367,752,208

13. Capital Stock

13. Capital Stock	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
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. There was no change in Series J and J1 Preferred Stock during the three months ended March 31, 2017 and 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.

14. Warrants

14. Warrants	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Warrants	Pursuant to a consulting agreement with an unrelated party, dated February 10, 2017, the Company agreed to grant total 800,000 warrants to a consulting for consulting services related to marketing and business development. The initial allotment of 200,000 warrants were granted during the three months ended March 31, 2017. The fair value of these warrants was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on February 10, 2017. Reporting Date Fair Value Term (Years) Exercise Price Market Price on Grant Date Volatility Percentage Risk-free Rate 2/10/2017 $ 47,000 3 $ 0.50 $ 0.235 535% 0.0147 Accordingly, the Company recorded warrant expenses of $47,000 during the three months ended March 31, 2017. The following tables summarize all warrant outstanding as of March 31, 2017, and the related changes during this period. Number of Warrants Weighted Stock Warrants Balance at January 1, 2017 0 $ 0 Granted 200,000 0.50 Exercised 0 0 Expired 0 $ 0 Balance at March 31, 2017 200,000 0.50 Warrants Exercisable at March 31, 2017 200,000 $ 0.50

15. Commitments and Contingenci

15. Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Operating Leases The Company had operating leases of $58,708 and $76,500 for the three months ended March 31, 2017 and 2016, respectively, consisting of the followings. For the three months ended March 31, 2017 March 31, 2016 Restaurants $ 33,800 $ 35,536 Lot 17,381 11,324 Office 7,527 29,308 Equipment Rentals 0 332 Total $ 58,708 $ 76,500

16. Segment Reporting

16. Segment Reporting	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Segment Reporting	The Company has four reportable operating segments as determined by management using the “management approach” as defined by the authoritative guidance on Disclosures about Segments of an Enterprise and Related Information The mobile home lease segment establishes mobile home business as an option for a homeowner wishing to avoid large down payments, expensive maintenance costs, monthly mortgage payments and high property taxes. If bad credit is an issue preventing people from purchasing a traditional house, the Company will provide a financial leasing option with "0" interest on the lease providing a "lease to own" option for their family home. The Company-owned Pizza Restaurant segment includes sales and operating results for all Company-owned restaurants. Assets for this segment include equipment, furniture and fixtures for the Company-owned restaurants. Repicci’s Group offers franchisees for the operation of “Repicci’s Italian Ice” franchises. These franchised stores specialize in the distribution of nonfat frozen confections. The number of franchise agreements in force as of December 31, 2016 was 48, five of which are “mobile” unites. The Company obligates itself to each franchisee to perform the following services: 1. Designate an exclusive territory; 2. Provide guidance and approval for selection and location of site; 3. Provide initial training of franchisee and employees; 4. Provide a company manual and other training aids. The Company has developed a new “Mobile Franchise Opportunity”. The total investment for the new opportunity ranges from $155,600 to $165,000, as follows: $125,000 for a new Mercedes Sprinter Van, customized for the franchisee, $25,000 for the franchise fee, the balance for product. The Company’s obligation is as above, except for Item #3, training is specific to the new opportunity. For the three months ended March 31, 2017 March 31, 2016 Revenues: We Three $ 46,010 $ 40,613 Romeo’s NY Pizza 134,237 214,593 Repicci’s Group 260,653 – Others 3,745 18,090 Consolidated revenues $ 444,645 $ 273,296 Cost of Sales: We Three $ 33,621 $ 29,970 Romeo’s NY Pizza 94,303 106,903 Repicci’s Group 151,305 – Others – – Consolidated cost of sales $ 279,229 $ 136,873 Income (Loss) before taxes We Three $ 15,043 $ 32,383 Romeo’s NY Pizza (38,954 ) 2,349 Repicci’s Group 37,598 – Others (540,066 ) (238,594 ) Consolidated loss before taxes $ (526,379 ) $ (203,862 ) As of As of March 31, 2016 December 31, 2016 Assets: We Three $ 231,476 $ 216,433 Romeo’s NY Pizza (6,757 ) 19,241 Repicci’s Group 519,508 411,606 Others 1,828,428 1,824,729 Combined assets $ 2,572,655 $ 2,472,009

17. Subsequent Events

17. Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to March 31, 2017 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than those specified below. Notes payable: On April 6, 2017, the Company entered into a 15% convertible promissory note with an unrelated entity in the amount of $50,000. The Company received $50,000 cash pursuant to the terms of this Note as of the date of this Report. On April 21, 2017, the Company entered into a Securities Purchase Agreement with an unrelated entity, pursuant to which the purchasers agreed to pay the Company an aggregate of up to $600,000 for an aggregate of up to 660,000 in Principal Amount of Notes. The first tranche of $330,000 was closed simultaneously (“Note 13-1”). Note 13-1 is convertible into common shares of the Company at the conversion ratio of 60% of the lowest trading price on the primary trading market on which Company's common stock is quoted for the last ten trading days prior to the conversion date. In addition, in connection with this Securities Purchase Agreement, the Company granted purchasers 2,357,143 warrants with exercise price of $0.14 per share (“Warrants A”), 1,885,715 warrants with exercise price of $0.175 per share (“Warrants B”) and 1,571,429 warrants with exercise price of $0.21 per share (“Warrants C”). Warrants A, B and C are exercisable on the grant date and expire in three years, each of which represents 100% of the Principal Amount at the Closing divided by the respective exercise price.

1. Summary of Significant Acc23

1. Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with both generally accepted accounting principles for interim financial information, and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim financial information have read or have access to the Company’s annual audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the years ended December 31, 2016 and 2015 thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2016.
Organization and Nature of Operations	Organization and Nature of Operations Legacy Card Company (“Legacy”) was formed as a Limited Liability Company on August 29, 2001. On April 18, 2005, Legacy converted from a California Limited Liability Company to a Nevada Corporation. On November 10, 2005, Legacy merged with Cardiff International, Inc. (“Cardiff”, the “Company”), a publicly held corporation. In the first quarter of 2013, it was decided to restructure Cardiff into a holding company that adopted a new business model known as "Collaborative Governance," a form of governance enabling businesses to take advantage of the power of a public company. Cardiff began targeting the acquisition of undervalued, niche companies with high growth potential, income-producing commercial real estate properties, and high return investments, all designed to pay a dividend to the Company’s shareholders. The reason for this strategy was to protect the Company’s shareholders by acquiring profitable small- to minimum-sized businesses with little to no debt, seeking support with both financing and management that had the ability to offer a return to investors. The plan is to establish new classes of preferred stock to streamline voting rights, negate debt, and acquire new businesses. By December of 2013, the Company had negated more than 90% of all its debt; by March 31, 2017, the Company had completed the acquisition of seven businesses: We Three, LLC; Romeo’s NY Pizza; Edge View Properties, Inc.; FDR Enterprises, Inc.; Refreshment Concepts, LLC; and Repicci’s Franchise Group, LLC. In addition, there are three acquisitions: Titancare, LLC, York County In Home Care, Inc., Ride Today Acceptance, LLC pending as of the date of this report.
Description of Business	Description of Business Cardiff is a holding company that adopted a new business model known as "Collaborative Governance.” To date, the Company is not aware of any other domestic holding company using the same business philosophy or governing policies. The Company’s business footprint is to acquire strong companies that meet the following criteria: (1) in business for a minimum of two years; (2) profitable; (3) good management team; (4) little to no debt; and (5) assets of a minimum of $1,000,000. Cardiff continues to practice all business ethics under the Securities Exchange Act of 1934 (“1934 Act”) and acknowledges that there are more than 43 successful Business Development Companies subject to the Investment Company Act of 1940 (“1940 Act”), all of which may be considered competition to Cardiff and that are established and available to the public for investment. These companies offer experienced management, dividends and financial security. To date, Cardiff consists of the following whole-owned subsidiaries: We Three, LLC (Affordable Housing Initiative) acquired on May 15, 2014; Romeo’s NY Pizza acquired on June 30, 2014; Edge View Properties, Inc acquired on July 16, 2014; FDR Enterprises, Inc. acquired on August 10, 2016; Refreshment Concepts, LLC acquired on August 10, 2016; Repicci’s Franchise Group, LLC acquired on August 10, 2016.
Going Concern	Going Concern The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company is in the development stage and, as such, has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s ability to continue as a going concern. As of March 31, 2017, the Company had shareholders’ deficit of $2,123,648. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. As a result, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2016 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. Management has prospective investors and believes the raising of capital will allow the Company to pursue new acquisitions. There can be no assurance that the Company will be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time frame or on terms acceptable to it. Should the Company be unable to raise sufficient funds, it may be required to curtail its operating plans. In addition, increases in expenses may require cost reductions. No assurance can be given that the Company will be able to operate profitably on a consistent basis, or at all, in the future. Should the Company not be able to raise sufficient funds, it may cause cessation of operations.

2. Restatement of Financial S24

2. Restatement of Financial Statements (Tables)	3 Months Ended
	Mar. 31, 2017
Accounting Changes and Error Corrections [Abstract]
Balance Sheet and Statement of Operations Restated	As of March 31, 2017 March 31, 2017 Adjustments March 31, 2017 Original Restated ASSETS Current assets Cash $ 485,824 $ (321,717 ) (1) $ 164,107 Accounts receivable, net 478,738 (418,504 ) (1) 60,234 Inventory 42,229 – 42,229 Prepaid and other 57,632 (18,442 ) (1) 39,190 Total current assets 1,064,423 (758,663 ) 305,760 Property and equipment, net of accumulated depreciation of $870,583 756,940 (45,074 ) (1) 711,866 Land 603,000 – 603,000 Intangible assets 185,320 (173,053 ) (1) 12,267 Deposits 59,976 (53,026 ) (1) 6,950 Due from related party 283 – 283 Goodwill 2,835,304 (1,902,775 ) (1) 932,529 Total Assets $ 5,505,246 $ (2,932,591 ) $ 2,572,655 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY) Current liabilities Accounts payable $ 605,993 $ (489,736 ) (1) $ 116,257 Accrued expenses 685,996 (184,108 ) (1) 501,888 Accrued expenses - related parties 1,403,069 (80,319 ) (1) 1,322,750 Interest payable 252,949 – 252,949 Accrued payroll taxes 42,402 – 42,402 Due to officers and shareholders 95,540 – 95,540 Line of credit 18,781 – 18,781 Common stock to be issued 500 – 500 Series J preferred shares to be issued 2,066,687 (2,066,687 ) (1) – Series I preferred shares to be issued 10,000 – 10,000 Series H preferred shares to be issued – – – Notes payable, unrelated party 292,532 (50,000 ) (1) 242,532 Notes payable - related party 142,345 – 142,345 Convertible notes payable, net of debt discounts of $71,556 and $21,833, respectively 293,944 – 293,944 Convertible notes payable - related party 165,000 – 165,000 Derivative Liability – 1,469,471 (2) 1,469,471 Tax payable 92,232 (70,288 ) (1) 21,944 Total current liabilities 6,167,970 (1,471,667 ) 4,696,303 Preferred stock Series A preferred – – – Preferred Stock Series B, D, E, F, F-1, H 8,924 – 8,924 Series C preferred – – – Common stock; 200,000,000 shares authorized with $0.001 par value; 36,089,183 and 25,223,578 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively 36,089 – 36,089 Additional paid-in capital 45,309,339 (1,490,264 ) (1)(2) 43,819,075 Retained deficit (46,017,076 ) 29,340 (1)(2) (45,987,736 ) Total shareholders' equity (deficiency) (662,724 ) (1,460,924 ) (2,123,648 ) Total liabilities and shareholders' equity (deficiency) $ 5,505,246 $ (2,932,591 ) $ 2,572,655 For the three months ended March 31, 2017 Statement of Operations Original Adjustments Restated REVENUE Rental income $ 46,010 $ – $ 46,010 Sales of pizza 134,237 – 134,237 Sales of ice cream 260,653 – 260,653 Financial services income 269,417 (269,417 ) (1) – Other 3,745 – 3,745 Total revenue 714,062 (269,417 ) 444,645 COST OF SALES Rental business 33,621 – 33,621 Pizza restaurants 94,303 – 94,303 Ice cream stores 151,305 – 151,305 Financial services 200,761 (200,761 ) (1) – Other – – – Total cost of sales 479,990 (200,761 ) 279,229 GROSS MARGIN 234,072 (68,656 ) 165,416 OPERATING EXPENSES 687,944 (77,203 ) (1) 610,741 GAIN (LOSS) FROM OPERATIONS (453,872 ) 8,547 (445,325 ) OTHER INCOME (EXPENSE) (Loss) from extinguishment of debt (45,933 ) – (45,933 ) Change in value of derivative liability – 20,793 (2) 20,793 Interest expense (25,637 ) – (25,637 ) Amortization of debt discounts (30,277 ) – (30,277 ) (Loss) from disposal of fixed assets – – – Total other income (expenses) (101,847 ) 20,793 (81,054 ) NET INCOME (LOSS) FOR THE PERIOD (555,719 ) 29,340 (526,379 ) INCOME (LOSS) PER COMMON SHARE -BASIC $ (0.02 ) $ (0.02 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES - BASIC AND DILUTED 30,153,144 30,153,144 Statement of Cash Flow Original Adjustments Restated Net (loss) from continuing operations $ (555,719 ) $ 29,340 (1)(2) $ (526,379 ) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization 48,260 (4,575 ) (1) 43,685 Loss on extinguishment of debt 45,933 – 45,933 Amortization of loan discount 30,277 – 30,277 Change in value of derivative liability – (20,793 ) (2) (20,793 ) Stock based compensation 58,750 – 58,750 Warrants expenses 47,000 – 47,000 Convertible note issued for services rendered 80,000 – 80,000 (Increase) decrease in: Accounts receivable (113,825 ) 85,599 (1) (28,226 ) Inventory – – – Deposits (5,422 ) – (5,422 ) Prepaids and other 13,436 (15,636 ) (1) (2,200 ) Increase (decrease) in: Accounts payable 120,870 (70,514 ) (1) 50,356 Accrued expenses 45,653 2,260 (1) 47,913 Interest payable 21,599 – 21,599 Tax payable (1,500 ) – (1,500 ) Accrued payroll taxes 619 – 619 Accrued officers' salaries 135,000 – 135,000 Net cash (used in) operating activities (29,069 ) 5,681 (23,388 ) INVESTING ACTIVITIES Purchase of fixed assets (7,298 ) 257 (1) (7,041 ) Net cash provided by (used in) investing activities (7,298 ) 257 (7,041 ) FINANCING ACTIVITIES Due from related party (283 ) (283 ) Due to related party 4,878 – 4,878 Proceeds from sales of stock 20,000 – 20,000 Proceeds from convertible notes payable 115,000 – 115,000 (Repayments to) notes payable - related party – – – Proceeds from line of credit 8,781 – 8,781 (Repayments to) proceeds from notes payable (16,788 ) – (16,788 ) Net cash provided by financing activities 131,588 – 131,588 NET (DECREASE) IN CASH AND CASH EQUIVALENTS 95,221 5,938 (1)(2) 101,159 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 390,603 (327,655 ) (1) 62,948 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 485,824 $ (321,717 ) (1) $ 164,107

3. Fixed Assets (Tables)

3. Fixed Assets (Tables)	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Schedule of Plant and Equipment	Plant and equipment, net as of March 31, 2017 and December 31, 2016 was $711,866 and $748,109, respectively, consisting of the following: March 31, 2017 December 31, 2016 Furniture, fixture and equipment $ 950,315 $ 903,249 Leasehold improvements 632,134 672,159 1,582,449 1,575,408 Less: accumulated depreciation (870,583 ) (827,299 ) Plant and equipment, net $ 711,866 $ 748,109

5. Accrued Expenses (Tables)

5. Accrued Expenses (Tables)	3 Months Ended
	Mar. 31, 2017
Payables and Accruals [Abstract]
Accrued expenses	March 31, 2017 December 31, 2016 Accrued salaries $ 248,031 $ 250,381 Accrued salaries – related party 1,297,500 1,162,500 Lease payable – related party 25,250 25,250 Accrued expenses - other 253,857 279,594 Total $ 1,824,638 $ 1,717,725

7. Notes Payable (Tables)

7. Notes Payable (Tables) - Notes Payable [Member]	3 Months Ended
	Mar. 31, 2017
Schedule of notes payable	March 31, 2017 December 31, 2016 Notes Payable – Unrelated Party $ 242,532 $ 259,320 Notes Payable – Related Party 142,345 166,695 Discount on notes – – Total $ 384,877 $ 426,015 Current portion (384,877 ) (426,015 ) Long-term portion $ – $ –
Future minimum loan payments	Year ending December 31, 2017 $ 384,877 2018 0 2019 0 2020 0 2021 0 Total $ 384,877

8. Convertible Notes Payable (T

8. Convertible Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2017
Note 5 [Member]
Assumptions for fair value of derivative liabilities	Reporting Date Fair Value Term (Years) Assumed Conversion Price Market Price on Issuance Date Volatility Percentage Risk-free Rate 5/6/2015 $ 22,495 0.33 $ 0.83 $ 1.69 507% 0.0002 12/31/2015 $ 13,948 0.003 $ 0.04 $ 0.08 533% 0.0014 3/8/2016 $ 12,217 0.003 $ 0.03 $ 0.05 569% 0.0027
Note 6 [Member]
Assumptions for fair value of derivative liabilities	Reporting Date Fair Value Term (Years) Assumed Conversion Price Market Price on Issuance Date Volatility Percentage Risk-free Rate 7/29/2015 $ 18,041 0.33 $ 0.30 $ 0.60 513% 0.0006 12/31/2015 $ 10,008 0.003 $ 0.038 $ 0.075 533% 0.0014
Note 7 [Member]
Assumptions for fair value of derivative liabilities	Reporting Date Fair Value Term (Years) Assumed Conversion Price Market Price on Issuance Date Volatility Percentage Risk-free Rate 12/31/2016 $ 74,750 0.11 $ 0.03 $ 0.2250 221% 0.0062 3/31/2017 $ 56,236 0.35 $ 0.03 $ 0.1767 173% 0.0091
Note 8 [Member]
Assumptions for fair value of derivative liabilities	Reporting Date Fair Value Term (Years) Assumed Conversion Price Market Price on Issuance Date Volatility Percentage Risk-free Rate 12/31/2016 $ 325,001 0.18 $ 0.03 $ 0.2250 221% 0.0062 2/16/2017 $ 62,000 0.05 $ 0.03 $ 0.3400 173% 0.0051 3/31/2017 $ 215,164 0.35 $ 0.03 $ 0.1767 173% 0.0091
Note 9 [Member]
Assumptions for fair value of derivative liabilities	Reporting Date Fair Value Term (Years) Assumed Conversion Price Market Price on Issuance Date Volatility Percentage Risk-free Rate 3/31/2017 $ 391,208 0.45 $ 0.03 $ 0.1767 173% 0.0091
Convertible Notes Payable [Member]
Convertible notes	March 31, 2017 December 31, 2016 Convertible Notes Payable – Unrelated Party $ 365,500 $ 179,285 Convertible Notes Payable – Related Party 165,000 165,000 Discount on Convertible Notes Payable - Unrelated Party (71,556 ) (21,833 ) Total - Current $ 458,944 $ 322,452
Schedule of future minimum loan payments for convertible notes payable	Year ending December 31, 2017 $ 335,500 2018 $ 195,000
Debentures [Member]
Assumptions for fair value of derivative liabilities	Reporting Date Fair Value Term (Years) Assumed Conversion Price Market Price on Issuance Date Volatility Percentage Risk-free Rate 12/31/2016 $ 1,072,513 0.50 $ 0.03 $ 0.2250 221% 0.0062 3/31/2017 $ 806,863 0.35 $ 0.03 $ 0.1767 173% 0.0091

9. Fair Value Measurement (Tabl

9. Fair Value Measurement (Tables)	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Changes in fair value Level 3	Debt Derivative Balance, December 31, 2016 $ – Total (gains) losses Initial fair value of debt derivative at note issuance 1,472,264 Mark-to-market at March 31, 2017: (2,793 ) Transfers out of Level 3 upon conversion or payoff of notes payable – Balance, March 31, 2017 $ 1,469,471 Net gain for the period included in earnings relating to the liabilities held during the period ended March 31, 2017 $ 20,793

12. Net Loss Per Share (Tables)

12. Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Net Loss Per Share	For the three months ended March 31, 2017 March 31, 2016 Numerator: Net (loss) $ (526,379 ) $ (203,862 ) Denominator: Weighted-average shares outstanding - Basic and Diluted 30,153,144 9,528,026 Basic and Diluted earnings (loss) per share $ (0.02 ) $ (0.02 )
Schedule of antidilutive shares	Principal conversion 7,028,696 Interest conversion 8,356,189 Warrants 200,000 Preferred Stock conversion 359,196,019 Total 367,752,208

14. Warrants (Tables)

14. Warrants (Tables)	3 Months Ended
	Mar. 31, 2017
Warrant activity	Number of Warrants Weighted Stock Warrants Balance at January 1, 2017 0 $ 0 Granted 200,000 0.50 Exercised 0 0 Expired 0 $ 0 Balance at March 31, 2017 200,000 0.50 Warrants Exercisable at March 31, 2017 200,000 $ 0.50
Warrant [Member]
Warrant assumptions	Reporting Date Fair Value Term (Years) Exercise Price Market Price on Grant Date Volatility Percentage Risk-free Rate 2/10/2017 $ 47,000 3 $ 0.50 $ 0.235 535% 0.0147

15. Commitments and Contingen32

15. Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Operating Leases	For the three months ended March 31, 2017 March 31, 2016 Restaurants $ 33,800 $ 35,536 Lot 17,381 11,324 Office 7,527 29,308 Equipment Rentals 0 332 Total $ 58,708 $ 76,500

16. Segment Reporting (Tables)

16. Segment Reporting (Tables)	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Segment reporting	For the three months ended March 31, 2017 March 31, 2016 Revenues: We Three $ 46,010 $ 40,613 Romeo’s NY Pizza 134,237 214,593 Repicci’s Group 260,653 – Others 3,745 18,090 Consolidated revenues $ 444,645 $ 273,296 Cost of Sales: We Three $ 33,621 $ 29,970 Romeo’s NY Pizza 94,303 106,903 Repicci’s Group 151,305 – Others – – Consolidated cost of sales $ 279,229 $ 136,873 Income (Loss) before taxes We Three $ 15,043 $ 32,383 Romeo’s NY Pizza (38,954 ) 2,349 Repicci’s Group 37,598 – Others (540,066 ) (238,594 ) Consolidated loss before taxes $ (526,379 ) $ (203,862 ) As of As of March 31, 2016 December 31, 2016 Assets: We Three $ 231,476 $ 216,433 Romeo’s NY Pizza (6,757 ) 19,241 Repicci’s Group 519,508 411,606 Others 1,828,428 1,824,729 Combined assets $ 2,572,655 $ 2,472,009

1. Summary of Significant Acc34

1. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Shareholder's deficit	$ (2,123,648)	$ (1,599,297)
Accumulated deficit	$ (45,987,736)	$ (45,461,357)

2. Restatement of Financial S35

2. Restatement of Financial Statements (Details - Balance Sheet) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets
Cash	$ 164,107	$ 62,948
Accounts receivable, net	60,234	32,008
Inventory	42,229	42,229
Prepaid and other	39,190	36,990
Total current assets	305,760	174,175
Property and equipment, net of accumulated depreciation of $870,583	711,866	748,109
Land	603,000	603,000
Intangible assets	12,267	12,668
Deposits	6,950	1,528
Due from related party	283	0
Goodwill	932,529	932,529
Total Assets	2,572,655	2,472,009
CURRENT LIABILITIES
Accounts payable	116,257	65,901
Accrued expenses	501,888	529,975
Accrued expenses - related parties	1,322,750	1,187,750
Interest payable	252,949	231,452
Accrued payroll taxes	42,402	41,783
Due to officers and shareholders	95,540	503,127
Line of credit	18,781	10,000
Common stock to be issued	500	500
Series J preferred shares to be issued	10,000	728,907
Series I preferred shares to be issued	10,000
Notes payable, unrelated party	242,532	259,320
Notes payable - related party	142,345	166,695
Convertible notes payable, net of debt discounts of $71,556 and $21,833, respectively	293,944	157,452
Convertible notes payable - related party	165,000	165,000
Derivative liability	1,469,471	0
Tax payable	21,944	23,444
Total current liabilities	4,696,303	4,071,306
SHAREHOLDERS' EQUITY (DEFICIENCY):
Common stock; 200,000,000 shares authorized with $0.001 par value; 36,089,183 and 25,223,578 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively	36,089	25,224
Additional paid-in capital	43,819,075	43,831,356
Retained deficit	(45,987,736)	(45,461,357)
Total shareholders' equity (deficiency)	(2,123,648)	(1,599,297)
Total liabilities and shareholders' equity (deficiency)	2,572,655	2,472,009
Scenario, Previously Reported [Member]
Current assets
Cash	485,824	390,603
Accounts receivable, net	478,738
Inventory	42,229
Prepaid and other	57,632
Total current assets	1,064,423
Property and equipment, net of accumulated depreciation of $870,583	756,940
Land	603,000
Intangible assets	185,320
Deposits	59,976
Due from related party	283
Goodwill	2,835,304
Total Assets	5,505,246
CURRENT LIABILITIES
Accounts payable	605,993
Accrued expenses	685,996
Accrued expenses - related parties	1,403,069
Interest payable	252,949
Accrued payroll taxes	42,402
Due to officers and shareholders	95,540
Line of credit	18,781
Common stock to be issued	500
Series J preferred shares to be issued	2,066,687
Series I preferred shares to be issued	10,000
Notes payable, unrelated party	292,532
Notes payable - related party	142,345
Convertible notes payable, net of debt discounts of $71,556 and $21,833, respectively	293,944
Convertible notes payable - related party	165,000
Derivative liability	0
Tax payable	92,232
Total current liabilities	6,167,970
SHAREHOLDERS' EQUITY (DEFICIENCY):
Preferred stock	8,924
Common stock; 200,000,000 shares authorized with $0.001 par value; 36,089,183 and 25,223,578 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively	36,089
Additional paid-in capital	45,309,339
Retained deficit	(46,017,076)
Total shareholders' equity (deficiency)	(662,724)
Total liabilities and shareholders' equity (deficiency)	5,505,246
Restatement Adjustment [Member]
Current assets
Cash	(321,717)	$ (327,655)
Accounts receivable, net	(418,504)
Inventory	0
Prepaid and other	(18,442)
Total current assets	(758,663)
Property and equipment, net of accumulated depreciation of $870,583	(45,074)
Land	0
Intangible assets	(173,053)
Deposits	(53,026)
Due from related party	0
Goodwill	(1,902,775)
Total Assets	(2,932,591)
CURRENT LIABILITIES
Accounts payable	(489,736)
Accrued expenses	(184,108)
Accrued expenses - related parties	(80,319)
Interest payable	0
Accrued payroll taxes	0
Due to officers and shareholders	0
Line of credit	0
Common stock to be issued	0
Series J preferred shares to be issued	(2,066,687)
Series I preferred shares to be issued	0
Notes payable, unrelated party	(50,000)
Notes payable - related party	0
Convertible notes payable, net of debt discounts of $71,556 and $21,833, respectively	0
Convertible notes payable - related party	0
Derivative liability	1,469,471
Tax payable	(70,288)
Total current liabilities	(1,471,667)
SHAREHOLDERS' EQUITY (DEFICIENCY):
Preferred stock	0
Common stock; 200,000,000 shares authorized with $0.001 par value; 36,089,183 and 25,223,578 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively	0
Additional paid-in capital	(1,490,264)
Retained deficit	29,340
Total shareholders' equity (deficiency)	(1,460,924)
Total liabilities and shareholders' equity (deficiency)	$ (2,932,591)

2. Restatement of Financial S36

2. Restatement of Financial Statements (Details - Income Statement) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
REVENUE
Rental income	$ 46,010	$ 40,613
Sales of pizza	134,237	214,593
Sales of ice cream	260,653	0
Other	3,745	18,090
Total revenue	444,645	273,296
COST OF SALES
Rental business	33,621	29,970
Pizza restaurants	94,303	106,903
Ice cream stores	151,305	0
Total cost of sales	279,229	136,873
GROSS MARGIN	165,416	136,423
OPERATING EXPENSES	610,741	330,833
GAIN (LOSS) FROM OPERATIONS	(445,325)	(194,410)
OTHER INCOME (EXPENSE)
(Loss) from extinguishment of debt	(45,933)	0
Change in value of derivative liability	20,793	1,731
Interest expense	(25,637)	(8,741)
Amortization of debt discounts	(30,277)	0
(Loss) from disposal of fixed assets	0	(2,442)
Total other income (expenses)	(81,054)	(9,452)
NET INCOME (LOSS)	$ (526,379)	$ (203,862)
Weighted average number of common shares - basic and diluted	30,153,144	9,528,026
Scenario, Previously Reported [Member]
REVENUE
Rental income	$ 46,010
Sales of pizza	134,237
Sales of ice cream	260,653
Financial services income	269,417
Other	3,745
Total revenue	714,062
COST OF SALES
Rental business	33,621
Pizza restaurants	94,303
Ice cream stores	151,305
Financial services expense	200,761
Other	0
Total cost of sales	479,990
GROSS MARGIN	234,072
OPERATING EXPENSES	687,944
GAIN (LOSS) FROM OPERATIONS	(453,872)
OTHER INCOME (EXPENSE)
(Loss) from extinguishment of debt	(45,933)
Change in value of derivative liability	0
Interest expense	(25,637)
Amortization of debt discounts	(30,277)
(Loss) from disposal of fixed assets	0
Total other income (expenses)	(101,847)
NET INCOME (LOSS)	$ (555,719)
INCOME (LOSS) PER COMMON SHARE - BASIC	$ (.02)
Weighted average number of common shares - basic and diluted	30,153,144
Restatement Adjustment [Member]
REVENUE
Rental income	$ 0
Sales of pizza	0
Sales of ice cream	0
Financial services income	(269,417)
Other	0
Total revenue	(269,417)
COST OF SALES
Rental business	0
Pizza restaurants	0
Ice cream stores	0
Financial services expense	(200,761)
Other	0
Total cost of sales	(200,761)
GROSS MARGIN	(68,656)
OPERATING EXPENSES	(77,203)
GAIN (LOSS) FROM OPERATIONS	8,547
OTHER INCOME (EXPENSE)
(Loss) from extinguishment of debt	0
Change in value of derivative liability	20,793
Interest expense	0
Amortization of debt discounts	0
(Loss) from disposal of fixed assets	0
Total other income (expenses)	20,793
NET INCOME (LOSS)	$ 29,340

2. Restatement of Financial S37

2. Restatement of Financial Statements (Details - Cash Flow) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Net (loss) from continuing operations	$ (526,379)	$ (203,862)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	43,685	17,958
Loss on extinguishment of debt	45,933	0
Amortization of loan discount	30,277	0
Change in value of derivative liability	(20,793)	(1,731)
Stock based compensation	58,750	36,135
Warrants expenses	47,000	0
Convertible note issued for services rendered	80,000	50,000
(Increase) decrease in:
Accounts receivable	(28,226)	0
Deposits	(5,422)	(6,995)
Prepaids and other	(2,200)	(6,439)
Increase (decrease) in:
Accounts payable	50,356	(11,102)
Accrued expenses	47,913	60,133
Interest payable	21,599	8,741
Tax payable	(1,500)	0
Accrued payroll taxes	619	(249)
Accrued officers' salaries	135,000	31,755
Net cash (used in) operating activities	(23,388)	(23,214)
INVESTING ACTIVITIES
Purchase of fixed assets	(7,041)	(3,974)
Net cash provided by (used in) investing activities	(7,041)	14,245
FINANCING ACTIVITIES
Due from related party	(283)	0
Due to related party	4,878	19,697
Proceeds from sales of stock	20,000	9,000
Proceeds from convertible notes payable	115,000	17,500
(Repayments to) notes payable - related party	0	(10,500)
Proceeds from line of credit	8,781	0
(Repayments to) proceeds from notes payable	(16,788)	461
Net cash provided by financing activities	131,588	36,158
NET (DECREASE) IN CASH AND CASH EQUIVALENTS	101,159	$ 27,189
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	62,948
CASH AND CASH EQUIVALENTS, END OF PERIOD	164,107
Scenario, Previously Reported [Member]
Net (loss) from continuing operations	(555,719)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	48,260
Loss on extinguishment of debt	45,933
Amortization of loan discount	30,277
Change in value of derivative liability	0
Stock based compensation	58,750
Warrants expenses	47,000
Convertible note issued for services rendered	80,000
(Increase) decrease in:
Accounts receivable	(113,825)
Inventory	0
Deposits	(5,422)
Prepaids and other	13,436
Increase (decrease) in:
Accounts payable	120,870
Accrued expenses	45,653
Interest payable	21,599
Tax payable	(1,500)
Accrued payroll taxes	619
Accrued officers' salaries	135,000
Net cash (used in) operating activities	(29,069)
INVESTING ACTIVITIES
Purchase of fixed assets	(7,298)
Net cash provided by (used in) investing activities	(7,298)
FINANCING ACTIVITIES
Due from related party	(283)
Due to related party	4,878
Proceeds from sales of stock	20,000
Proceeds from convertible notes payable	115,000
(Repayments to) notes payable - related party	0
Proceeds from line of credit	8,781
(Repayments to) proceeds from notes payable	(16,788)
Net cash provided by financing activities	131,588
NET (DECREASE) IN CASH AND CASH EQUIVALENTS	95,221
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	390,603
CASH AND CASH EQUIVALENTS, END OF PERIOD	485,824
Restatement Adjustment [Member]
Net (loss) from continuing operations	29,340
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	(4,575)
Loss on extinguishment of debt	0
Amortization of loan discount	0
Change in value of derivative liability	(20,793)
Stock based compensation	0
Warrants expenses	0
Convertible note issued for services rendered	0
(Increase) decrease in:
Accounts receivable	85,599
Inventory	0
Deposits	0
Prepaids and other	(15,636)
Increase (decrease) in:
Accounts payable	(70,514)
Accrued expenses	2,260
Interest payable	0
Tax payable	0
Accrued payroll taxes	0
Accrued officers' salaries	0
Net cash (used in) operating activities	5,681
INVESTING ACTIVITIES
Purchase of fixed assets	257
Net cash provided by (used in) investing activities	257
FINANCING ACTIVITIES
Due from related party	0
Due to related party	0
Proceeds from sales of stock	0
Proceeds from convertible notes payable	0
(Repayments to) notes payable - related party	0
Proceeds from line of credit	0
(Repayments to) proceeds from notes payable	0
Net cash provided by financing activities	0
NET (DECREASE) IN CASH AND CASH EQUIVALENTS	5,938
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	(327,655)
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ (321,717)

3. Fixed Assets (Details)

3. Fixed Assets (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Furniture, fixture and equipment	$ 950,315	$ 903,249
Leasehold improvements	632,134	672,159
Plant and equipment, gross	1,582,449	1,575,408
Less: accumulated depreciation	(870,583)	(827,299)
Plant and equipment, net	$ 711,866	$ 748,109

3. Fixed Assets (Details Narrat

3. Fixed Assets (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation and amortization	$ 43,685	$ 17,958

4. Intangible Assets (Details N

4. Intangible Assets (Details Narrative) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Real Estate [Abstract]
Net intangible Assets	$ 12,267	$ 12,668

5. Accrued Expenses (Details)

5. Accrued Expenses (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Payables and Accruals [Abstract]
Accrued salaries	$ 248,031	$ 250,381
Accrued salaries - related party	1,297,500	1,162,500
Lease payable - related party	25,250	25,250
Accrued expenses - other	253,857	279,594
Total accounts payable and accrued liabilities	$ 1,824,638	$ 1,717,725

6. Related Party Transactions (

6. Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Due to officer/shareholder	$ 95,540		$ 503,127
Accrued salaries	248,031		250,381
Lease payable - related party	25,250		25,250
Gain (Loss) on extinguishment of debt	(45,933)	$ 0
Refreshment Concept LLC [Member]
Lease payable - related party	$ 25,250
Stock issued to settle debts, shares	2,010,490
Stock issued to settle debts, amount	$ 402,098
Gain (Loss) on extinguishment of debt	(80,420)
Due to related party	$ 33,345		57,695
Repicci's Franchise Group [Member]
Stock issued to settle debts, shares	173,585
Stock issued to settle debts, amount	$ 34,717
Gain (Loss) on extinguishment of debt	(6,943)
Due to related party	1,000		40,550
Thompson [Member]
Due to officer/shareholder	94,540		84,540
Accrued salaries	817,500		742,500
Officer salary	75,000	60,000
Former Chief Operating Officer [Member]
Accrued salaries	240,000		240,000
Officer salary	0	30,000
Chief Executive Officer [Member]
Accrued salaries	400,000		360,000
Officer salary	75,000	45,000
Chief Operating Officer [Member]
Accrued salaries	80,000		$ 60,000
Officer salary	$ 30,000	$ 0

7. Notes Payable (Details - Not

7. Notes Payable (Details - Notes Payable) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
Notes Payable - Unrelated Party	$ 242,532	$ 259,320
Notes Payable - Related Party	142,345	166,695
Discount on notes	0	0
Total	384,877	426,015
Current portion	(384,877)	(426,015)
Long-term portion	$ 0	$ 0

7. Notes Payable (Details - Pay

7. Notes Payable (Details - Payments) - Notes Payable [Member]	Dec. 31, 2016USD ($)
Year ended 2017	$ 384,877
Year ended 2018	0
Year ended 2019	0
Year ended 2020	0
Year ended 2021	0
Total debt	$ 384,877

7. Notes Payable (Details Narra

7. Notes Payable (Details Narrative) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Notes Payable - Unrelated Party	$ 242,532	$ 259,320
Notes Payable - Related Party	142,345	166,695
Auto Loan [Member]
Notes Payable - Unrelated Party	71,314
Lease payable - Unrelated Party	160,229
Note 1 [Member]
Notes Payable - Related Party	50,000	50,000
Note 2 [Member]
Notes Payable - Related Party	50,000	50,000
Note 3 [Member]
Notes Payable - Related Party	9,000
Note Repicci [Member]
Notes Payable - Related Party	33,345	57,695
Shareholder [Member]
Notes Payable - Unrelated Party	$ 10,989	$ 10,989

8. Convertible Notes Payable (D

8. Convertible Notes Payable (Details - Convertible notes) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Convertible notes	$ 458,944	$ 322,452
Discount on notes	71,556	21,833
Unrelated Party [Member]
Convertible notes	365,500	179,285
Related Party [Member]
Convertible notes	$ 165,000	$ 165,000

8. Convertible Notes Payable 47

8. Convertible Notes Payable (Details - Minimum payments)	Mar. 31, 2017USD ($)
Related Party Transactions [Abstract]
Year ended 2017	$ 335,500
Year ended 2018	$ 195,000

8. Convertible Notes Payable 48

8. Convertible Notes Payable (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Proceeds from line of credit	$ 8,781	$ 0
Proceeds from convertible debt	115,000	17,500
Amortization of debt discount	30,277	0
Unamortized debt discount	71,556		$ 21,833
Convertible notes payable - related party	142,345		166,695
Convertible Debenture 1 [Member]
Interest expense	4,500	4,500
Convertible notes payable - related party	150,000		150,000
Convertible Debenture 2 [Member]
Interest expense	450	450
Convertible notes payable - related party	15,000		15,000
Note 4 [Member]
Convertible debt balance	0		9,000
Accrued interest	1,084
Convertible note converted, amount	2,785		3,715
Interest on convertible note converted, amount	$ 102		$ 1,310
Convertible note and interest converted, shares issued	777,400		1,005,000
Principal forgiven			$ 3,000
Note 5 [Member]
Convertible debt balance	$ 0		12,200
Note 6 [Member]
Convertible debt balance	10,000
Interest expense	250	$ 250
Accrued interest	1,609		$ 1,359
Note 7 [Member]
Interest expense	1,294
Amortization of debt discount	3,500
Note 7-1 [Member]
Interest expense	938
Note 8 [Member]
Interest expense	6,608
Amortization of debt discount	18,333
Convertible note converted, amount	$ 6,000
Convertible note and interest converted, shares issued	200,000
Note 9 [Member]
Convertible debt, face value	$ 80,000
Debt maturity date	Sep. 12, 2017
Interest expense	$ 2,000
Amortization of debt discount	8,444
Unamortized debt discount	71,556
Note 10 [Member]
Convertible debt, face value	$ 80,000
Debt maturity date	Jan. 24, 2018
Interest expense	$ 1,467
Note 11 [Member]
Convertible debt, face value	250,000
Proceeds from line of credit	$ 50,000
Debt maturity date	Jan. 27, 2018
Interest expense	$ 1,313
Note 11-1 [Member]
Convertible debt, face value	25,000
Proceeds from line of credit	$ 25,000
Debt maturity date	Aug. 21, 2017
Interest expense	$ 396
Note 11-2 [Member]
Convertible debt, face value	40,000
Proceeds from line of credit	$ 40,000
Debt maturity date	Sep. 16, 2017
Interest expense	$ 250

9. Fair Value Measurement (Deta

9. Fair Value Measurement (Details)	3 Months Ended
	Mar. 31, 2017USD ($)
Fair Value Disclosures [Abstract]
Derivative liability, beginning balance	$ 0
(Gains) losses	0
Initial fair value of debt derivative at note issuance	1,472,264
Mark-to market	(2,793)
Transfers out of Level 3 upon conversion or payoff of notes payable	0
Derivative liability, ending balance	1,469,471
Net gain for the period	$ 20,793

10. Line of Credit (Details Nar

10. Line of Credit (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
Interest Rate	11.49%
Line of Credit Balance	$ 18,781	$ 10,000
Line of Credit Authorized	$ 20,000	$ 20,000

11. Payroll Taxes (Details Narr

11. Payroll Taxes (Details Narrative) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Compensation Related Costs [Abstract]
Accrued payroll taxes	$ 42,402	$ 41,783

12. Net Loss Per Share (Details

12. Net Loss Per Share (Details - Loss per share) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Numerator:
Net income (loss)	$ (526,379)	$ (203,862)
Denominator:
Weighted-average common shares outstanding	30,153,144	9,528,026
Basic and Diluted loss per share	$ (0.02)	$ (0.02)

12. Net Loss Per Share (Detai53

12. Net Loss Per Share (Details - Antidilutive shares)	3 Months Ended
	Mar. 31, 2017shares
Antidilutive shares	367,752,208
Principal Conversion [Member]
Antidilutive shares	7,028,696
Interest Conversion [Member]
Antidilutive shares	8,356,189
Warrants [Member]
Antidilutive shares	200,000
Preferred Stock Conversion [Member]
Antidilutive shares	359,196,019

13. Capital Stock (Details Narr

13. Capital Stock (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Gain (Loss) on extinguishment of debt	$ (45,933)	$ 0
Goodwill	932,529		$ 932,529
Proceeds from issuance of stock	$ 20,000	$ 9,000
Consulting Fees [Member]
Stock issued for services, shares	60,000
Stock issued for services, value	$ 15,000
Gain (Loss) on extinguishment of debt	$ 3,210
One consultant [Member]
Stock issued for services, shares	250,000
Stock issued for services, value	$ 58,750
Note Holder [Member]
Stock issued for conversion of debt, shares issued	777,400
Stock issued for conversion of debt, amount converted	$ 2,785
Stock issued for conversion of debt, interest converted	$ 102
Note Holder 2[Member]
Stock issued for conversion of debt, shares issued	200,000
Stock issued for conversion of debt, amount converted	$ 6,000
Prior Owner of Repicci [Member]
Gain (Loss) on extinguishment of debt	$ (6,943)
Stock issued for conversion of debt, shares issued	173,585
Stock issued for conversion of debt, amount converted	$ 34,717
Prior Owner of Refreshment Concepts [Member]
Gain (Loss) on extinguishment of debt	$ 80,420
Stock issued for conversion of debt, shares issued	2,010,490
Stock issued for conversion of debt, amount converted	$ 402,098
One Investor [Member]
Stock issued, shares issued	100,000
Proceeds from issuance of preferred stock	$ 10,000
Series B Preferred Stock [Member]
Preferred stock converted, shares converted	1,406,829
Preferred stock converted, common shares issued	7,034,145
Series B Preferred Stock [Member] | Legal Services [Member]
Stock issued for services, shares	24,000
Stock issued for services, value	$ 60,000
Gain (Loss) on extinguishment of debt	$ 38,220
Series C Preferred Stock [Member]
Preferred stock converted, shares converted	1
Preferred stock converted, common shares issued	100,000
Blank Check Preferred Stock [Member]
Preferred shares, authorized	100,000,000
Preferred stock, outstanding	94,078,599
Blank Check Preferred Stock [Member] | Designations, Rights & Priveleges [Member]
Preferred shares, issued	5,921,401
Series F-1 Preferred Stock [Member]
Preferred stock converted, shares converted	31,997
Preferred stock converted, common shares issued	159,985
Series H Preferred Stock [Member]
Stock issued, shares issued	4,859,379
Series I Preferred Stock [Member] | Repicci's Group [Member]
Stock issued, shares issued	29,412
Proceeds from issuance of preferred stock	$ 10,000
Series J Preferred Stock [Member] | CSSC Corp [Member]
Stock issued, shares issued	6,056,227
Proceeds from issuance of preferred stock	$ 2,066,687

14. Warrants (Details)

14. Warrants (Details) - Warrant [Member]	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Warrants outstanding, beginning balance | shares	0
Warrants granted | shares	200,000
Warrants exercised | shares	0
Warrants expired | shares	0
Warrants outstanding, ending balance | shares	200,000
Warrants exercisable | shares	200,000
Weighted average exercise price - Warrants outstanding, beginning balance | $ / shares
Weighted average exercise price - Warrants granted | $ / shares	0.50
Weighted average exercise price - Warrants exercised | $ / shares
Weighted average exercise price - Warrants expired | $ / shares
Weighted average exercise price - Warrants outstanding, ending balance | $ / shares	0.50
Weighted average exercise price - Warrants exercisable | $ / shares	$ 0.50

14. Warrants (Details Narrative

14. Warrants (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Warrant expense	$ 47,000	$ 0
Warrant [Member]
Warrant expense	$ 47,000

15. Commitments and Contingen57

15. Commitments and Contingencies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating Leases	$ 58,708	$ 76,500
Restaurants [Member]
Operating Leases	33,800	35,536
Lot [Member]
Operating Leases	17,381	11,324
Office [Member]
Operating Leases	7,527	29,308
Equipment Rentals [Member]
Operating Leases	$ 0	$ 332

16. Segment Reporting (Details)

16. Segment Reporting (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Revenues	$ 444,645	$ 273,296
Cost of Sales	279,229	136,873
Net income (loss)	(526,379)	(203,862)
Assets	2,572,655		$ 2,472,009
We Three, LLC [Member]
Revenues	46,010	40,613
Cost of Sales	33,621	29,970
Net income (loss)	15,043	32,383
Assets	231,476		216,433
Romeo's NY Pizza [Member]
Revenues	134,237	214,593
Cost of Sales	94,303	106,903
Net income (loss)	(38,954)	2,349
Assets	(6,757)		19,241
Repicci's Franchise Group [Member]
Revenues	260,653	0
Cost of Sales	151,305	0
Net income (loss)	37,598	0
Assets	519,508	411,606
Others [Member]
Revenues	3,745	18,090
Cost of Sales	0	0
Net income (loss)	(540,066)	$ (238,594)
Assets	$ 1,828,428		$ 1,824,729