NOTE 17 - RECAPITALIZATION

The Company has affected a recapitalization by splitting the common stock into two classes - Class A common stock to be held by all shareholders except for those parties who may be deemed to be affiliates, namely all officers, directors and holders of more than 10% of the outstanding shares and Class B shareholders who are the presumed affiliates.  The only difference between Class A and Class B is that Class A shareholders will no longer have voting rights while Class B shareholders retain voting rights.  Each share of Class B Stock shall be convertible into one share of Class A Stock at the option of the holder beginning 90 days after the date this Second Amendment has been filed with the Florida Secretary of State.

On August 1^st, 2013 the Company filed the Second Articles of Amendment (the "Second Amendment") creating the two classes, and also declared a two-for-one stock dividend to holders of Class A common stock of record on August 1, 2013 (the "Record Date").  Shareholders that held one share of common stock on the Record Date, now own three shares.  No dividend was declared for holders of what is now Class B common stock.  The stock dividend was approved by the Board of Directors, and not the shareholders, as way of thanking the Company's shareholders for their patience and rewarding them for giving management additional time to establish a path to profitability.

All future dividends and distributions will be shared without regard to the creation of classes.  The recapitalization occurred by the written consent of holders of more than the majority of our outstanding shares, based upon the recommendation of the Board of Directors.  Following obtaining that consent, on August 1, 2013, the Company filed the Second Amendment with the Florida Secretary of State, creating the two classes and also increasing the number of authorized shares to 450,000,000 shares of Class A common stock, 50,000,000 of Class B common stock and reducing the number of shares of preferred stock to 1,000,000 shares.  The Company increased the number of authorized shares of capital stock in order to accommodate the dividend described in the above paragraph and also permit the Company to have the ability to raise additional funds in order to support our future growth and fund our operations.  

During the afternoon of August 7, 2013, the Financial Industry Regulatory Authority ("FINRA"), which regulates broker-dealers but not the Company, raised an issue as to the reclassification. The Company is staying implementation of the reclassification and dividend (discussed below) pending resolution of this matter with FINRA.

This change in capital structure was recorded retroactive in the accompanying Financial Statements for all periods presented.  The following table summarizes the recapitalization: