NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN

For the six months ended June 30, 2018, the Company used cash in operating activities of $409,034. The accumulated deficit since inception is $10,340,928, which is comprised of operating losses and other expenses. Additionally, the debentures and redeemable convertible preferred stock both matured on July 31, 2018 and have not been repaid or extended. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. There is no guarantee whether the Company will be able to generate sufficient revenue and/or raise capital sufficient to support its operations. The ability of the Company to continue as a going concern is dependent on management’s plans which include implementation of its business model to acquire cash-flowing businesses, grow revenue and earnings of those companies, and continue to raise funds through debt or equity offerings.

On March 31, 2017, the Company completed the first $1,050,000 tranche of a convertible bridge note offering (the “Bridge Offering”). Through the end of 2017, the Company closed an additional $600,000 of follow-on investments in the Bridge Offering. In June 2018, the Company raised an additional $290,000 in convertible notes on substantially same terms as the Bridge Offering with three accredited investors and one institutional investor (the “Follow-On Bridge Offering”), and then in July 2018, completed an additional $250,000 in the Follow-On Bridge Offering with the same institutional investor. The proceeds from the Follow-On Bridge Offering are expected to provide working capital for the Company through the third quarter of 2018, though there can be no assurances that these funds will be sufficient to fund operations.

On July 27, 2018, the Company signed a Stock Purchase Agreement for the purchase of all of the outstanding capital stock of George B. Wittmer Associates Inc. (“GBWA”) of Jacksonville, Florida, from its sole shareholder. The purchase price of $4,500,000 will be paid in cash with $500,000 of that purchase price subject to a two-year promissory note secured by the land of GBWA. Closing is conditioned, among other items, on delivery of the purchase price to the seller, which will require the Company to raise additional financing. Management can make no guaranty that this acquisition will close due to many factors including failure to raise required funding, failure to reach definitive agreements, and findings of items in the diligence process that would make closing not in the best interests of the Company.

The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.