NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN

For the nine months ended September 30, 2018, the Company used cash in operating activities of $759,068. The accumulated deficit since inception is $11,363,645, which is comprised of operating losses and other expenses. Additionally, certain of the Company’s debentures and redeemable convertible preferred stock matured on July 31, 2018 and have not been repaid or extended as of the date of this filing. 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 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 facilitate the acquisition of and investment in 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 the third quarter of 2018, completed an additional $650,000 in the Follow-On Bridge Offering with the same institutional investor.

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 Callahan, Florida, from its sole shareholder. A $50,000 deposit was paid to GBWA during the third quarter of 2018, and on October 31, 2018, the outside termination date of the agreement was amended to November 9, 2018 by the parties. On November 9, 2018, the Company transferred the agreement to acquire GBWA to Earth Property Holdings LLC, a Delaware limited liability company (“Earth Property”), and through Earth Property, consummated the GBWA acquisition. See Note 12 – Subsequent Events.

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