18. Stockholder's Equity	9 Months Ended
Sep. 30, 2015
Stockholders' Equity Note [Abstract]
Stockholder's Equity	On April 10, 2015 and December 1, 2014, the Board of Directors, consisting solely of Shaun Passley, Ph.D., the Company’s majority shareholder, amended the Article of Incorporation to change the par value and number of authorized shares of each class of common and series of preferred stock and authorize a fourth class of preferred stock, Series D Convertible Preferred Stock, in addition to the modification of the attributes and dividends. The disclosures herein reflect these modifications and the changes to the par value have been retroactively reflected throughout. Reverse Stock Splits In September 2014, Epazz, Inc.’s (the “Company’s”) majority stockholder and sole director (Shaun Passley) approved a 1:10,000 reverse stock split of the Company’s Class A common stock Effective October 6, 2014, the Company affected the 1:10,000 reverse stock split of its Class A common stock. The Company’s Class B common stock and preferred stock were not affected by the reverse stock split. The Company’s new symbol following the reverse split will be EPAZD. The D will be removed in 20 business days. The Company’s new CUSIP number is 29413V 309. In order for the Company to be in compliance with the minimum bid price requirement of $0.01 per share for listing on OTCQB OTC markets. The Company may need to be do reverse split, if the share price falls below $0.01 or if the Company needs to qualify for a national stock exchange. In April 2015, Epazz, Inc.’s (the “Company’s”) majority stockholder and sole director (Shaun Passley) approved a 1:1,250 reverse stock split of the Company’s Class A common stock Effective June 19, 2015, the Company affected the 1:1,250 reverse stock split of its Class A common stock. The Company’s Class B common stock and preferred stock were not affected by the reverse stock split. The Company’s new symbol following the reverse split will be EPAZD. The D will be removed in 20 business days. The Company’s new CUSIP number is 29413V 408. In order for the Company to be in compliance with the minimum bid price requirement of $0.01 per share for listing on OTCQB OTC markets. The Company may need to be do reverse split, if the share price falls below $0.01 or if the Company needs to qualify for a national stock exchange. Convertible Preferred Stock, Series A The Company has one thousand (1,000) authorized shares of $0.0001 par value Series A Convertible Preferred Stock (“Series A Preferred Stock”). The Series A Preferred Stock accrues dividends equal to 1.5% of the Company’s revenues per quarter, beginning on January 1^st of any calendar year in which the Company has generated revenue over $2 million, and an additional 24% of the Company’s net income beginning on January 1^st of any calendar year in which the Company has generated net income over $2 million. The dividends are payable at the discretion of the Company, provided that any unpaid dividends accrue until paid. The Series A Preferred Stock includes a liquidation preference equal to $0.01 per share, plus any accrued and unpaid dividends. The Series A Preferred Stock is convertible, at the option of the holder into shares of the Company’s Class A Common Stock, with five business days’ notice into 60% of the total number of then issued and outstanding shares of Class A Common Stock. The Series A Preferred Stock has limited voting rights, relating solely to matters which adversely affect the rights of the Series A Preferred Stock holders. The Company shall reserve and keep available out of its authorized but unissued shares of Class A Common Stock such number of shares sufficient to effect the conversions. On July 2, 2012, the Company issued 1,000 shares of convertible Series A Preferred Stock to the Company’s CEO for services provided and personal guarantees associated with previous acquisition activities. The total fair value of the preferred stock was $229,236 based on valuations performed using an option-pricing method based on the Company’s publicly traded common stock on the date of grant, and a 5% discount for lack of marketability. Convertible Preferred Stock, Series B The Company has one thousand (1,000) authorized shares of $0.0001 par value Series B Convertible Preferred Stock (“Series B Preferred Stock”). The Series B Preferred Stock accrues dividends equal to 1.5% of the Company’s revenues per quarter, beginning on January 1^st of any calendar year in which the Company has generated revenue over $1 million, and an additional 6% of the Company’s net income beginning on January 1^st of any calendar year in which the Company has generated net income over $2 million. The dividends are payable at the discretion of the Company, provided that any unpaid dividends accrue until paid. The Series B Preferred Stock includes a liquidation preference equal to $0.0001 per share, plus any accrued and unpaid dividends. The Series B Preferred Stock is convertible, at the option of the holder into shares of the Company’s Class A Common Stock, with five business days’ notice into 10% of the total number of then issued and outstanding shares of Class A Common Stock, provided that no conversion will take place until all holders of the Series B Preferred Stock consent to such conversion. The Series B Preferred Stock has limited voting rights, relating solely to matters which adversely affect the rights of the Series B Preferred Stock holders. The Company shall reserve and keep available out of its authorized but unissued shares of Class A Common Stock such number of shares sufficient to effect the conversions. On July 2, 2012, the Company issued a total of 1,000 shares of convertible Series B preferred stock amongst three related parties pursuant to the exchange and extension of a promissory note owed to Star Financial Corporation, a related party. The total fair value of the preferred stock was $61,130 based on valuations performed using an option-pricing method based on the Company’s publicly traded common stock on the date of grant, and a 5% discount for lack of marketability. Convertible Preferred Stock, Series C Effective January 14, 2014, the Company has three billion (3,000,000,000) authorized shares of $0.0001 par value Series C Convertible Preferred Stock (“Series C Preferred Stock”). The Series C Preferred Stock accrues dividends equal to 1.5% of the Company’s revenues per quarter, beginning on January 1^st of any calendar year in which the Company has generated revenue over $1 million, and an additional 6% of the Company’s net income beginning on January 1^st of any calendar year in which the Company has generated net income over $2 million. The dividends are payable at the discretion of the Company, provided that any unpaid dividends accrue until paid. The Series C Preferred Stock includes a liquidation preference equal to $0.0001 per share, plus any accrued and unpaid dividends. Subject to certain conversion restrictions over the first three months from the original issuance date, each share of Series C Preferred Stock is convertible, at the option of the holder into three (3) shares of the Company’s Class A Common Stock, with five business days’ notice. The following conversion restrictions shall apply; (i) the holder shall be prohibited from converting any Series C Preferred shares for a period of one (1) month from the original issuance date, (ii) the holder shall be prohibited from converting not more than 30% of the Series C Preferred shares originally issued to holder during the second (2^nd) month following the original issuance date, (iii) the holder shall be prohibited from converting not more than 30% (60% in total) of the Series C Preferred shares originally issued to holder during the third (3^rd) month following the original issuance date, (iv) the holder shall be prohibited from converting not more than an additional 40% (100% in total) of the Series C Preferred shares originally issued to holder following the end of the third month following the original issuance date. The Series C Preferred Stock shall each vote three voting share and shall vote together with the Common Stock of the Company. The Company shall reserve and keep available out of its authorized but unissued shares of Class A Common Stock such number of shares sufficient to effect the conversions. Convertible Preferred Stock, Series D Effective December 18, 2014, the Company has 1,000,000 authorized and zero outstanding shares of $0.01 par value Series D Convertible Preferred Stock (“Series D Preferred Stock”). The Series D Preferred Stock shall carry an 8.0% dividend, payable semiannually at Issuer’s election in either (i) cash or (ii) shares of common stock. Each share of Series D Preferred Stock is convertible, at the option of the holder into three (3) shares of the Company’s Class A Common Stock, with five business days' notice, provided that no conversion will take place until all holders of the Series C Preferred Stock consent to such conversion. The Series D Preferred Stock has preferential voting rights that carry three (3) voting rights for each share issued and outstanding, and shall vote together with the shares of the Common Stock of the Company, and not as a separate class. No Convertible Preferred Stock Series D shares were issued or outstanding as of September 30, 2015 and December 31, 2014. Common Stock, Class A The Company has 9 billion authorized shares of $0.01 par value Class A Common Stock. Convertible Common Stock, Class B The Company has 60,000,000, authorized shares of $0.01 par value Convertible Class B Common Stock, convertible at the option of the holder into shares of the Company’s Class A Common Stock on a 1:10,000 basis. Effective January 14, 2014, the preferential voting rights of the Convertible Class B Common Stock were changed from preferential voting rights of 2,000 votes to each Class A Common Stock vote (2,000:1) to 10,000 votes to each Class A Common Stock vote (10,000:1). The Company shall reserve and keep available out of its authorized but unissued shares of Class A Common Stock such number of shares sufficient to effect the conversions. Common B was not part of the October 6, 2014 reversed stock split. Convertible Class B Common Stock Issuance for Services On March 22, 2014, the Company issued 12,500,000 shares of Convertible Class B Common Stock to the Company’s CEO in consideration for providing services. The total fair value of the common stock was $44,737 based on the closing price of the Company’s common stock on the date of grant. Class A Common Stock Issuances, 2014: On January 7, 2014, the Company issued 2.01 shares of Class A Common Stock pursuant to the conversion of $5,028 of convertible debt held by Magna Group, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On January 22, 2014, the Company issued 2.00 shares of Class A Common Stock pursuant to the conversion of $5,000 of convertible debt held by Magna Group, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On January 31, 2014, the Company issued 5.33 shares of Class A Common Stock pursuant to the conversion of $10,000 of convertible debt held by Magna Group, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On February 6, 2014, the Company issued 8.00 shares of Class A Common Stock pursuant to the conversion of $15,000 of convertible debt held by Magna Group, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On February 13, 2014, the Company issued 8.26 shares of Class A Common Stock pursuant to the conversion of $15,491 of convertible debt held by Magna Group, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On February 27, 2014, the Company issued 10.67 shares of Class A Common Stock pursuant to the conversion of $20,000 of convertible debt held by Magna Group, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 10, 2014, the Company issued 14.40 shares of Class A Common Stock pursuant to the conversion of $18,000 of convertible debt held by Magna Group, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 19, 2014, the Company issued 15.76 shares of Class A Common Stock pursuant to the conversion of $19,700 of convertible debt held by Magna Group, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 3, 2014, the Company issued 12.00 shares of Class A Common Stock pursuant to the conversion of $27,000 of convertible debt held by Asher Enterprises, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 5, 2014, the Company issued 16.07 shares of Class A Common Stock pursuant to the conversion of $28,120 of convertible debt held by Asher Enterprises, which consisted of $26,000 of principal and $2,120 of interest. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 7, 2014, the Company issued 10.00 shares of Class A Common Stock pursuant to the conversion of $15,000 of convertible debt held by St. George Investments, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 25, 2014, the Company issued 27.33 shares of Class A Common Stock pursuant to the conversion of $41,000 of convertible debt held by Asher Enterprises, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On April 2, 2014, the Company issued 12.15 shares of Class A Common Stock pursuant to the conversion of $15,190 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On April 7, 2014, the Company issued 16.00 shares of Class A Common Stock pursuant to the conversion of $30,000 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On April 10, 2014, the Company issued 16.00 shares of Class A Common Stock pursuant to the conversion of $20,000 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On April 16, 2014, the Company issued 16.00 shares of Class A Common Stock pursuant to the conversion of $20,000 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On April 22, 2014, the Company issued 16.00 shares of Class A Common Stock pursuant to the conversion of $20,000 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On April 24, 2014, the Company granted 0.80 shares of Class A Common Stock to GG Mars Capital, a related party entity owned by Vivienne Passley, as a loan origination cost in consideration for a $150,000 short term promissory note. The total fair value of the common stock was $3,000 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on August 29, 2014. On April 28, 2014, the Company issued 16.00 shares of Class A Common Stock pursuant to the conversion of $20,000 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On May 1, 2014, the Company issued 16.00 shares of Class A Common Stock pursuant to the conversion of $20,000 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On May 3, 2014, the Company issued 16.00 shares of Class A Common Stock pursuant to the conversion of $20,000 of convertible debt held by Star Financial Corporation, a related party, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On May 6, 2014, the Company issued 16.00 shares of Class A Common Stock pursuant to the conversion of $10,000 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On May 6, 2014, the Company issued 13.53 shares of Class A Common Stock pursuant to the conversion of $8,456 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On May 7, 2014, the Company granted 0.80 shares of Class A Common Stock to GG Mars Capital, a related party entity owned by Vivienne Passley, as a loan origination cost in consideration for a $125,000 short term promissory note. The total fair value of the common stock was $2,000 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on August 29, 2014. On May 22, 2014, the Company issued 12.00 shares of Class A Common Stock pursuant to the conversion of $15,000 of convertible debt held by Star Financial Corporation, a related party, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On May 28, 2014, the Company granted 0.26 shares of Class A Common Stock to Star Financial, a company owned by our CEO’s family member, a related party, as a loan origination cost in consideration for a $32,500 short term promissory note. The total fair value of the common stock was $650 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on August 29, 2014. On June 12, 2014, the Company granted 0.17 shares of Class A Common Stock to Star Financial, a company owned by our CEO’s family member, a related party, as a loan origination cost in consideration for a $5,000 short term promissory note. The total fair value of the common stock was $213 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on August 29, 2014. On June 17, 2014, the Company issued 26.75 shares of Class A Common Stock pursuant to the conversion of $33,433 of convertible debt held by Vivienne Passley, a related party, which consisted of $26,000 of principal, $4,933 of interest and $2,500 of liquidated damages. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On July 30, 2014 the Company issued 22.22 shares of Class A Common Stock to Wellington Shields Holdings, LLC, as a fee for closing on an acquisition. The total fair value of the common stock was $55,556 based on the closing price of the Company’s common stock on the date of grant. On August 29, 2014 the Company issued 0.28 shares of Class A Common Stock to Star Financial, a company owned by our CEO’s family member, a related party, as a loan origination cost that was previously granted on April 23, 2014 in consideration for a $35,000 short term promissory note. The total fair value of the common stock was $1,050 based on the closing price of the Company’s common stock on the date of grant. On October 10, 2014 the Company issued 24,000 shares of Class A Common to our CEO from a conversion notice from 10,000,000 shares of Preferred C which convert at the ratio of 1 to 3. As this was a conversion within the terms of the Preferred C equity instrument no additional value was recognized as a result of this conversion On October 10, 2014 the Company issued 1,200 shares of Class A Common to Star Financial, a company owned by our CEO’s family member, a related party, from a conversion notice from 500,000 shares of Preferred C which convert at the ratio of 1 to 3. As this was a conversion within the terms of the Preferred C equity instrument no additional value was recognized as a result of this conversion On October 10, 2014 the Company issued 1,120 shares of Class A Common to GG Mars Capital., a company owned by our CEO’s family member, a related party, from a conversion notice from 466,667 shares of Preferred C which convert at the ratio of 1 to 3. As this was a conversion within the terms of the Preferred C equity instrument no additional value was recognized as a result of this conversion On November 3, 2014 the Company issued 120.00 shares of Class A Common Stock pursuant to the November 13, 2013 promissory note entered into with JMJ Financial. The conversion amount was $5,994. As the conversion occurred within the terms of the conversion agreement; no gain or loss was recognized. On November 11, 2014 the Company issued 181.82 shares of Class A Common Stock pursuant to the September 5, 2013 promissory note entered into with St. George Investment. The conversion amount was $15,000. As the conversion occurred within the terms of the conversion agreement; no gain or loss was recognized. On December 4, 2014 the Company issued 560.00 shares of Class A Common Stock pursuant to the November 13, 2013 promissory note entered into with JMJ Financial. The conversion amount was $8,442. As the conversion occurred within the terms of the conversion agreement; no gain or loss was recognized. On December 10, 2014 the Company issued 886.92 shares of Class A Common Stock pursuant to the September 5, 2013 promissory note entered into with St. George Investment. The conversion amount was $15,000. As the conversion occurred within the terms of the conversion agreement; no gain or loss was recognized. Class A Common Stock Issuances, 2015: Debt Conversions into Class A Common Stock: Losses on Conversion of Debt into Equity Originated March 28, 2014, an unsecured $25,000 promissory note payable, including a $5,000 loan origination fee, owed to Star Financial, a corporation owned by an immediate family member of the Company’s CEO. The note carries a 15% interest rate, matured on May 28, 2014. In addition, a loan origination fee consisting of 3,000,000 shares of Convertible Series C Preferred Stock valued at $2,390 was issued as consideration for the loan, and is being amortized on a straight line basis over the life of the loan. The note also carried a liquidated damages fee of $2,500 upon default, which was amended and removed on September 19, 2014. This note was converted outside the terms of the agreement into 7,400,000 shares of common stock on June 29, 2015. The share price on June 29,2015 was $0.0122, which equals consideration given of $90,280; which when compared to the reduction in debt of $18,500 leads to a loss on conversion of $71,780. Originated March 26, 2014, a $37,500 unsecured promissory note payable, including a $7,500 loan origination fee, owed to GG Mars Capital, Inc., a corporation owned by an immediate family member of the Company’s CEO. The note carries a 15% interest rate, matured on May 26, 2014. In addition, a loan origination fee consisting of 3,000,000 shares of Convertible Series C Preferred Stock valued at $2,928 was issued as consideration for the loan, and is being amortized on a straight line basis over the life of the loan. The note also carried a liquidated damages fee of $1,500 upon default, which was amended and removed on September 19, 2014. This note was converted outside the terms of the agreement into 9,000,000 shares of common stock on June 29, 2015. The share price on June 29, 2015 was $0.0122, which equals consideration given of $109,800; which when compared to the reduction in debt of $37,500 leads to a loss on conversion of $72,300. Debt Conversion by St. George Investments, LLC On January 9, 2015, the Company issued 2,720 shares of Class A Common Stock pursuant to the conversion of $4,896 of convertible debt held by St. George Investments, LLC, which consisted of $4,896 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On February 5, 2015, the Company issued 2,840 shares of Class A Common Stock pursuant to the conversion of $3,408 of convertible debt held by St. George Investments, LLC, which consisted of $3,408 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On February 18, 2015, the Company issued 3,000 shares of Class A Common Stock pursuant to the conversion of $2,700 of convertible debt held by St. George Investments, LLC, which consisted of $2,700 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 26, 2015, the Company issued 56,000 shares of Class A Common Stock pursuant to the conversion of $8,400 of convertible debt held by St. George Investment LLC, which consisted of $8,400 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On April 20, 2015, the Company issued 71,200 shares of Class A Common Stock pursuant to the conversion of $4,628 of convertible debt held by St. George Investments, LLC, which consisted of $4,628 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On May 07, 2015, the Company issued 61,600 shares of Class A Common Stock pursuant to the conversion of $4,620 of convertible debt held by St. George Investments, LLC, which consisted of $4,620 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On July 22, 2015, the Company issued 3,000,000 shares of Class A Common Stock pursuant to the conversion of $8,548 of convertible debt held by St. George Investment LLC, which consisted of $8,548 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On August 3, 2015, the Company issued 6,644,357 shares of Class A Common Stock pursuant to the conversion of $8,571 of convertible debt held by St. George Investment LLC, which consisted of $5,340 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. As of August 3, 2015, the St. George’s note has been paid in full. Debt Conversion by LG Capital Funding LLC. On January 7, 2015, the Company issued 1,419 shares of Class A Common Stock pursuant to the conversion of $2,998.20 of convertible debt held by LG Capital Funding LLC, which consisted of $2,958 of principal, $40.20 of interest. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On February 12, 2015, the Company issued 1,419 shares of Class A Common Stock pursuant to the conversion of $1,256.42 of convertible debt held by LG Capital Funding, LLC, which consisted of $1,230 of principal, $26.42 of interest. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 19, 2015, the Company issued 28,288 shares of Class A Common Stock pursuant to the conversion of $3,447.65 of convertible debt held by LG Capital Funding LLC, which consisted of $3,350 of principal, $97.65 of interest. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On August 17, 2015, the Company issued 12,093,261 shares of Class A Common Stock pursuant to the conversion of $3,700 of convertible debt held by LG Capital, which consisted of $3,930 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. Debt Conversion by Magna Equities II, LLC. On January 7, 2015, the Company issued 3,006 shares of Class A Common Stock pursuant to the conversion of $7,323.64 of convertible debt held by Magna Equities LLC, which consisted of $7,323.64 principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On January 30, 2015, the Company issued 3,273 shares of Class A Common Stock pursuant to the conversion of $4,500 of convertible debt held by Magna Equities LLC, which consisted of $4,500 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On February 12, 2015, the Company issued 3,842 shares of Class A Common Stock pursuant to the conversion of $2,800 of convertible debt held by Magna Equities LLC, which consisted of $2,800 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On February 20, 2015, the Company issued 4,233 shares of Class A Common Stock pursuant to the conversion of $3,000 of convertible debt held by Magna Equities LLC, which consisted of $3,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On February 25, 2015, the Company issued 22,400 shares of Class A Common Stock pursuant to the conversion of $14,000 of convertible debt held by Magna Equities LLC, which consisted of $14,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 3, 2015, the Company issued 12,003 shares of Class A Common Stock pursuant to the conversion of $2,000 of convertible debt held by Magna Equities LLC, which consisted of $2,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 10, 2015, the Company issued 33,597 shares of Class A Common Stock pursuant to the conversion of $3,500 of convertible debt held by Magna Equities LLC, which consisted of $3,500 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 16, 2015, the Company issued 42,985 shares of Class A Common Stock pursuant to the conversion of $3,600 of convertible debt held by Magna Equities LLC, which consisted of $3,600 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 20, 2015, the Company issued 42,985 shares of Class A Common Stock pursuant to the conversion of $3,600 of convertible debt held by Magna Equities LLC, which consisted of $3,600 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On August 4, 2015, the Company issued 3,271,538 shares of Class A Common Stock pursuant to the conversion of $3,000 of convertible debt held by Magna, which consisted of $3,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On August 19, 2015, the Company issued 22,059,576 shares of Class A Common Stock pursuant to the conversion of $3,639.83 of convertible debt held by Magna, which consisted of $3,639.83 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On August 31, 2015, the Company issued 29,565,217 shares of Class A Common Stock pursuant to the conversion of $1,720 of convertible debt held by Magna, which consisted of $2,720 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On September 22, 2015, the Company issued 35,344,000 shares of Class A Common Stock pursuant to the conversion of $1,943.92 of convertible debt held by Magna, which consisted of $1,943.92 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. Debt Conversion by IBC Funds LLC On February 13, 2015, the Company issued 9,600 shares of Class A Common Stock pursuant to the conversion of $7,260 of convertible debt held by IBC Funds LLC, which consisted of $7,260 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On February 24, 2015, the Company issued 9,600 shares of Class A Common Stock pursuant to the conversion of $5,280 of convertible debt held by IBC Funds LLC, which consisted of $5,280 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 3, 2015, the Company issued 16,000 shares of Class A Common Stock pursuant to the conversion of $2,200 of convertible debt held by IBC Funds LLC, which consisted of $2,200 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 5, 2015, the Company issued 16,000 shares of Class A Common Stock pursuant to the conversion of $2,200 of convertible debt held by IBC Funds LLC, which consisted of $2,200 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 9, 2015, the Company issued 16,000 shares of Class A Common Stock pursuant to the conversion of $1,100 of convertible debt held by IBC Funds LLC, which consisted of $1,100 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 13, 2015, the Company issued 16,000 shares of Class A Common Stock pursuant to the conversion of $1,100 of convertible debt held by IBC Funds LLC, which consisted of $1,100 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 18, 2015, the Company issued 16,000 shares of Class A Common Stock pursuant to the conversion of $1,100 of convertible debt held by IBC Funds LLC, which consisted of $1,100 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 23, 2015, the Company issued 28,800 shares of Class A Common Stock pursuant to the conversion of $1,980 of convertible debt held by IBC Funds LLC, which consisted of $1,980 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 25, 2015, the Company issued 28,800 shares of Class A Common Stock pursuant to the conversion of $1,980 of convertible debt held by IBC Funds LLC, which consisted of $1,980 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 27, 2015, the Company issued 28,800 shares of Class A Common Stock pursuant to the conversion of $1,980 of convertible debt held by IBC Funds LLC, which consisted of $1,980 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 31, 2015, the Company issued 28,800 shares of Class A Common Stock pursuant to the conversion of $1,980 of convertible debt held by IBC Funds LLC, which consisted of $1,980 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On April 1, 2015, the Company issued 28,800 shares of Class A Common Stock pursuant to the conversion of $1,980 of convertible debt held by IBC Funds LLC, which consisted of $1,980 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On April 6, 2015, the Company issued 28,800 shares of Class A Common Stock pursuant to the conversion of $1,980 of convertible debt held by IBC Funds LLC, which consisted of $1,980 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On May 5, 2015, the Company issued 28,800 shares of Class A Common Stock pursuant to the conversion of $1,980 of convertible debt held by IBC Funds LLC, which consisted of $1,980 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On May 15, 2015, the Company issued 90,400 shares of Class A Common Stock pursuant to the conversion of $6,215 of convertible debt held by IBC Funds LLC, which consisted of $6,215 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On June 25, 2015, the Company issued 1,319,700 shares of Class A Common Stock pursuant to the conversion of $7,984 of convertible debt held by IBC Funds LLC, which consisted of $7,984 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. Debt Conversion by KBM Worldwide Inc On May 13, 2015, the Company issued 181,680 shares of Class A Common Stock pursuant to the conversion of $11,355 of convertible debt held by KBM Worldwide, Inc., which consisted of $11,355 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On June 29, 2015, the Company issued 1,639,344 shares of Class A Common Stock pursuant to the conversion of $10,000 of convertible debt held by KBM Worldwide, Inc., which consisted of $10,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On July 21, 2015, the Company issued 6,000,000 shares of Class A Common Stock pursuant to the conversion of $15,000 of convertible debt held by KBM Worldwide, which consisted of $15,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On July 30, 2015, the Company issued 6,666,667 shares of Class A Common Stock pursuant to the conversion of $12,000 of convertible debt held by KBM Worldwide, which consisted of $12,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On August 6, 2015, the Company issued 9,207,792 shares of Class A Common Stock pursuant to the conversion of $7,090 of convertible debt held by KBM Worldwide, which consisted of $7,090 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On August 20, 2015, the Company issued 42,941,176 shares of Class A Common Stock pursuant to the conversion of $7,300 of convertible debt held by KBM Worldwide, which consisted of $7,300 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On August 26, 2015, the Company issued 13,958,333 shares of Class A Common Stock pursuant to the conversion of $1,675 of convertible debt held by KBM Worldwide, which consisted of $1,675 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On August 26, 2015, the Company issued 28,958,333 shares of Class A Common Stock pursuant to the conversion of $3,475 of convertible debt held by KBM Worldwide, which consisted of $1,755 of principal and $1,720 of accrued interest. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. As August 26, 2015, the KBM Worldwide One’s note has been paid in full. On August 31, 2015, the Company issued 43,937,500 shares of Class A Common Stock pursuant to the conversion of $3,435 of convertible debt held by KBM Worldwide, which consisted of $3,435 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On September 3, 2015, the Company issued 42,900,000 shares of Class A Common Stock pursuant to the conversion of $2,145 of convertible debt held by KBM Worldwide, which consisted of $2,145 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On September 11, 2015, the Company issued 42,900,000 shares of Class A Common Stock pursuant to the conversion of $2,145 of convertible debt held by KBM Worldwide, which consisted of $2,145 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On September 29, 2015, the Company issued 42,900,000 shares of Class A Common Stock pursuant to the conversion of $2,145 of convertible debt held by KBM Worldwide, which consisted of $2,145 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On September 30, 2015, the Company issued 42,900,000 shares of Class A Common Stock pursuant to the conversion of $2,145 of convertible debt held by KBM Worldwide, which consisted of $2,145 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. Debt Conversion by JMJ Financial, Inc. Unsecured $33,000 convertible promissory note originated on November 13, 2013, including an Original Issue Discount (“OID”) of $3,000, carries a 12% interest rate (“Second JMJ Note”), matures on November 12, 2014. On January 2, 2015, the Company issued 1,356 shares of Class A Common Stock pursuant to the conversion of $2,542.50 of convertible debt held by JMJ Financial which consisted of $2,543 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On January 21, 2015, the Company issued 1,560 shares of Class A Common Stock pursuant to the conversion of $2,925 of convertible debt held by JMJ Financial, which consisted of $2,925 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On February 4, 2015, the Company issued 1,566 shares of Class A Common Stock pursuant to the conversion of $1,762 of convertible debt held by JMJ Financial, which consisted of $1,762 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On February 23, 2015, the Company issued 1,566 shares of Class A Common Stock pursuant to the conversion of $1,292 of convertible debt held by JMJ Financial, which consisted of $1,292 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On July 7, 2015, the Company issued 1,152,000 shares of Class A Common Stock pursuant to the conversion of $7,603 of convertible debt held by JMJ Financial, which consisted of $7,603 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. As of July 7, 2015, the JMJ Financial’s note has been paid in full. Debt Conversion of Michael Dobbs On July 20, 2015, the Company issued 10,500,000 shares of Class A Common Stock pursuant to the conversion of $18,925 of convertible debt held by Michael Dobbs, which consisted of $18,925 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. Preferred C Stock On January 21, 2015, the Company issued 12,564,800 shares of Preferred C Stock pursuant to the exchange agreement with our CEO in exchange for 10,052 shares of Class A Common Stock. The total fair value of the common stock was $4,112 based on an independent valuation on the date of grant. Although the common stock had a fair value higher than the preferred stock; as this was a related party transaction, no gain was recognized as a result of this exchange. On February 13, 2015, the Company issued 168,000 shares of Class A Stock pursuant to the exchange agreement with our CEO in exchange for 70,000,000 shares of Preferred C Stock. As the stock was converted within the terms of the agreement, no gain or loss was recognized as a result of the exchange. On June 22, 2015, the Company issued 90,000,000 shares of Class A Common Stock pursuant to the exchange agreement with our CEO in exchange for 30,000,000 shares of Preferred C Stock. As the stock was converted within the terms of the agreement, no gain or loss was recognized as a result of the exchange. On June 29, 2015, the Company issued 120,000,000 shares of Class A Common Stock pursuant to the exchange agreement with our CEO in exchange for 40,000,000 shares of Preferred C Stock. As the stock was converted within the terms of the agreement, no gain or loss was recognized as a result of the exchange. On July 27, 2015, the Company issued 120,000,000 shares of Class A Common Stock pursuant to the exchange agreement with our CEO in exchange for 40,000,000 shares of Preferred C Stock. As the stock was converted within the terms of the agreement, no gain or loss was recognized as a result of the exchange. Debt Conversions into Class A Common Stock – Related Parties On March 2, 2015, the Company issued 51,200 shares of Class A Common Stock pursuant to the conversion of $3,200 of convertible debt held by GG Mars, a company owned by our CEO’s family member, a related party, which consisted of $3,200 of principal.. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 3, 2015, the Company issued 35,200 shares of Class A Common Stock pursuant to the conversion of $3,300 of convertible debt held by Star Financial, a company owned by our CEO’s family member, a related party, which consisted of $3,300 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 11, 2015, the Company issued 17,600 shares of Class A Common Stock pursuant to the conversion of $1,650 of convertible debt held by Star Financial, a company owned by our CEO’s family member, a related party, which consisted of $1,650 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On March 24, 2015, the Company issued 32,000 shares of Class A Common Stock pursuant to the conversion of $2,000 of convertible debt held by GG Mars, a company owned by our CEO’s family member, a related party, which consisted of $2,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On April 3, 2015, the Company issued 45,600 shares of Class A Common Stock pursuant to the conversion of $2,000 of convertible debt held by Star Financial Corporation, a company owned by our CEO’s family member, a related party, which consisted of $2,000 of principal.. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On April 14, 2015, the Company issued 80,000 shares of Class A Common Stock pursuant to the conversion of $5,000 of convertible debt held by GG Mars, a company owned by our CEO’s family member, a related party, which consisted of $5,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On June 28, 2015, the Company issued 4,000,000 shares of Class A Common Stock pursuant to the conversion of $4,000 of convertible debt held by GG Mars, a company owned by our CEO’s family member, a related party, which consisted of $4,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On July 2, 2015, the Company issued 10,000,000 shares of Class A Common Stock pursuant to the conversion of $4,000 of convertible debt held by Star Financial, a company owned by our CEO’s family member, a related party, which consisted of $4,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On July 17, 2015, the Company issued 8,000,000 shares of Class A Common Stock pursuant to the conversion of $24,000 of convertible debt held by GG Mars, a company owned by our CEO’s family member, a related party, which consisted of $24,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On July 23, 2015, the Company issued 10,000,000 shares of Class A Common Stock pursuant to the conversion of $25,000 of convertible debt held by GG Mars, a company owned by our CEO’s family member, a related party, which consisted of $25,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. Beneficial Conversion Feature On October 20, 2014, the Company entered into a convertible promissory note with Asher Enterprises. The beneficial conversion feature discount resulting from the conversion price that was $0.0333 below the market price of $0.20 on the October 20, 2014 origination date resulted in a debt discount value of $43,000 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan. On October 31, 2014, the Company entered into a convertible promissory note with LG Capital. The beneficial conversion feature discount resulting from the conversion price that was $0.04329 below the market price of $0.125 on the October 31, 2014 origination date resulted in a debt discount value of $50,239 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan. On November 6, 2014, the Company entered into a convertible promissory note with LG Capital. The beneficial conversion feature discount resulting from the conversion price that was $0.04329 below the market price of $0.08171 on the November 6, 2014 origination date resulted in a debt discount value of $33,600 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan. On December 3, 2014, the Company entered into a convertible promissory note with Asher Enterprises. The beneficial conversion feature discount resulting from the conversion price that was $0.005 below the market price of $0.03 on the December 3, 2014 origination date resulted in a debt discount value of $33,000 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan. On January 29, 2015, the Company entered into a convertible promissory note with KBM Worldwide. The beneficial conversion feature discount resulting from the conversion price that was $0.00126 below the market price of $0.0021 on the January 29, 2015 origination date resulted in a debt discount value of $43,000 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan. On February 13, 2015, the Company entered into a convertible promissory note with IBC Funds. The beneficial conversion feature discount resulting from the conversion price that was $0.00088 below the market price of $0.0003 on the February 13, 2015 origination date resulted in a debt discount value of $127,813 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan. On March 2, 2015, the Company entered into a convertible promissory note with Star Financial Corporation. The beneficial conversion feature discount resulting from the conversion price that was $0.00008 below the market price of $0.0003 on the March 2, 2015 origination date resulted in a debt discount value of $5,000 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan. On March 2, 2015, the Company entered into a convertible promissory note with GG Mars. The beneficial conversion feature discount resulting from the conversion price that was $0.001 below the market price of $0.0003 on the March 2, 2015 origination date resulted in a debt discount value of $18,750 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan. On March 30, 2015, the Company entered into a convertible promissory note with Star Financial Corporation. The beneficial conversion feature discount resulting from the conversion price that was $0.0002 below the market price of $0.00008 on the September 30, 2015 origination date resulted in a debt discount value of $30,000 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan. Sanchez note Originated April 7, 2015, an unsecured $22,000 convertible promissory note, carries a 20% interest rate, matures on March 7, 2015, (“Sanchez Note”) owed to Sanchez, consisting of one note acquired and assigned from GG Mars, a related party, consisting of a total of $22,000 of principal. The acquired promissory notes did not carry conversion terms, and were subsequently exchanged for the convertible note. The principal and accrued interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty percent (50%) of the average of the 3 lowest trading price of the Company’s common stock for the ten (10) days prior to the conversion date, or $0.0001 per share, whichever is greater. At no time shall the conversion price be lower than $0.0001. Issuances for Services On April 13, 2015, the Company issued 88,400 shares of Class A Common Stock for services to Michael Dobbs. The shares were valued based on the closing market price on the date of the agreement in the amount of $22,984. On April 13, 2015, the Company issued 88,400 shares of Class A Common Stock for services to Ronald Aarons. The shares were valued based on the closing market price on the date of the agreement in the amount of $22,984. On April 13, 2015, the Company issued 88,400 shares of Class A Common Stock for services to Scott Sanchez. The shares were valued based on the closing market price on the date of the agreement in the amount of $22,984. On April 24, 2015, the Company issued 864 shares of Class A Common Stock for services to Eduardo Cabrera. The shares were valued based on the closing market price on the date of the agreement in the amount of $225. On April 24, 2015, the Company issued 800 shares of Class A Common Stock for services to Wellington Shields Holding LLC. The shares were valued based on the closing market price on the date of the agreement in the amount of $208. On April 24, 2015, the Company issued160 shares of Class A Common Stock for services to Metaxas Georgatos. The shares were valued based on the closing market price on the date of the agreement in the amount of $42. On April 24, 2015, the Company issued 256 shares of Class A Common Stock for services to Vance Thinh. The shares were valued based on the closing market price on the date of the agreement in the amount of $67. On April 24, 2015, the Company issued 40 shares of Class A Common Stock for services to Marc Estigarribia. The shares were valued based on the closing market price on the date of the agreement in the amount of $10. On April 24, 2015, the Company issued 40 shares of Class A Common Stock for services to Juan Ramirez. The shares were valued based on the closing market price on the date of the agreement in the amount of $10. On April 30, 2015, the Company issued 360,000 shares of Class A Common Stock for services to Shaun Passley. The shares were valued based on the closing market price on the date of the agreement in the amount of $90,000. On June 29, 2015, the Company issued 9,000,000 shares of Class A Common Stock for services to Michael Dobbs. The shares were valued based on the closing market price on the date of the agreement in the amount of $109,800. On June 29, 2015, the Company issued 7,400,000 shares of Class A Common Stock for services to Ronald Aarons. The shares were valued based on the closing market price on the date of the agreement in the amount of $90,280.

18. Stockholder's Equity

9 Months Ended

Sep. 30, 2015

Stockholders' Equity Note [Abstract]

On April 10, 2015 and December 1, 2014, the Board of Directors, consisting solely of Shaun Passley, Ph.D., the Company’s majority shareholder, amended the Article of Incorporation to change the par value and number of authorized shares of each class of common and series of preferred stock and authorize a fourth class of preferred stock, Series D Convertible Preferred Stock, in addition to the modification of the attributes and dividends. The disclosures herein reflect these modifications and the changes to the par value have been retroactively reflected throughout.

Reverse Stock Splits

In September 2014, Epazz, Inc.’s (the “Company’s”) majority stockholder and sole director (Shaun Passley) approved a 1:10,000 reverse stock split of the Company’s Class A common stock Effective October 6, 2014, the Company affected the 1:10,000 reverse stock split of its Class A common stock. The Company’s Class B common stock and preferred stock were not affected by the reverse stock split. The Company’s new symbol following the reverse split will be EPAZD. The D will be removed in 20 business days. The Company’s new CUSIP number is 29413V 309. In order for the Company to be in compliance with the minimum bid price requirement of $0.01 per share for listing on OTCQB OTC markets. The Company may need to be do reverse split, if the share price falls below $0.01 or if the Company needs to qualify for a national stock exchange.

In April 2015, Epazz, Inc.’s (the “Company’s”) majority stockholder and sole director (Shaun Passley) approved a 1:1,250 reverse stock split of the Company’s Class A common stock Effective June 19, 2015, the Company affected the 1:1,250 reverse stock split of its Class A common stock. The Company’s Class B common stock and preferred stock were not affected by the reverse stock split. The Company’s new symbol following the reverse split will be EPAZD. The D will be removed in 20 business days. The Company’s new CUSIP number is 29413V 408. In order for the Company to be in compliance with the minimum bid price requirement of $0.01 per share for listing on OTCQB OTC markets. The Company may need to be do reverse split, if the share price falls below $0.01 or if the Company needs to qualify for a national stock exchange.

Convertible Preferred Stock, Series A

The Company has one thousand (1,000) authorized shares of $0.0001 par value Series A Convertible Preferred Stock (“Series A Preferred Stock”). The Series A Preferred Stock accrues dividends equal to 1.5% of the Company’s revenues per quarter, beginning on January 1^st of any calendar year in which the Company has generated revenue over $2 million, and an additional 24% of the Company’s net income beginning on January 1^st of any calendar year in which the Company has generated net income over $2 million. The dividends are payable at the discretion of the Company, provided that any unpaid dividends accrue until paid. The Series A Preferred Stock includes a liquidation preference equal to $0.01 per share, plus any accrued and unpaid dividends. The Series A Preferred Stock is convertible, at the option of the holder into shares of the Company’s Class A Common Stock, with five business days’ notice into 60% of the total number of then issued and outstanding shares of Class A Common Stock. The Series A Preferred Stock has limited voting rights, relating solely to matters which adversely affect the rights of the Series A Preferred Stock holders. The Company shall reserve and keep available out of its authorized but unissued shares of Class A Common Stock such number of shares sufficient to effect the conversions.

On July 2, 2012, the Company issued 1,000 shares of convertible Series A Preferred Stock to the Company’s CEO for services provided and personal guarantees associated with previous acquisition activities. The total fair value of the preferred stock was $229,236 based on valuations performed using an option-pricing method based on the Company’s publicly traded common stock on the date of grant, and a 5% discount for lack of marketability.

Convertible Preferred Stock, Series B

The Company has one thousand (1,000) authorized shares of $0.0001 par value Series B Convertible Preferred Stock (“Series B Preferred Stock”). The Series B Preferred Stock accrues dividends equal to 1.5% of the Company’s revenues per quarter, beginning on January 1^st of any calendar year in which the Company has generated revenue over $1 million, and an additional 6% of the Company’s net income beginning on January 1^st of any calendar year in which the Company has generated net income over $2 million. The dividends are payable at the discretion of the Company, provided that any unpaid dividends accrue until paid. The Series B Preferred Stock includes a liquidation preference equal to $0.0001 per share, plus any accrued and unpaid dividends. The Series B Preferred Stock is convertible, at the option of the holder into shares of the Company’s Class A Common Stock, with five business days’ notice into 10% of the total number of then issued and outstanding shares of Class A Common Stock, provided that no conversion will take place until all holders of the Series B Preferred Stock consent to such conversion. The Series B Preferred Stock has limited voting rights, relating solely to matters which adversely affect the rights of the Series B Preferred Stock holders. The Company shall reserve and keep available out of its authorized but unissued shares of Class A Common Stock such number of shares sufficient to effect the conversions.

On July 2, 2012, the Company issued a total of 1,000 shares of convertible Series B preferred stock amongst three related parties pursuant to the exchange and extension of a promissory note owed to Star Financial Corporation, a related party. The total fair value of the preferred stock was $61,130 based on valuations performed using an option-pricing method based on the Company’s publicly traded common stock on the date of grant, and a 5% discount for lack of marketability.

Convertible Preferred Stock, Series C

Effective January 14, 2014, the Company has three billion (3,000,000,000) authorized shares of $0.0001 par value Series C Convertible Preferred Stock (“Series C Preferred Stock”). The Series C Preferred Stock accrues dividends equal to 1.5% of the Company’s revenues per quarter, beginning on January 1^st of any calendar year in which the Company has generated revenue over $1 million, and an additional 6% of the Company’s net income beginning on January 1^st of any calendar year in which the Company has generated net income over $2 million. The dividends are payable at the discretion of the Company, provided that any unpaid dividends accrue until paid. The Series C Preferred Stock includes a liquidation preference equal to $0.0001 per share, plus any accrued and unpaid dividends. Subject to certain conversion restrictions over the first three months from the original issuance date, each share of Series C Preferred Stock is convertible, at the option of the holder into three (3) shares of the Company’s Class A Common Stock, with five business days’ notice. The following conversion restrictions shall apply; (i) the holder shall be prohibited from converting any Series C Preferred shares for a period of one (1) month from the original issuance date, (ii) the holder shall be prohibited from converting not more than 30% of the Series C Preferred shares originally issued to holder during the second (2^nd) month following the original issuance date, (iii) the holder shall be prohibited from converting not more than 30% (60% in total) of the Series C Preferred shares originally issued to holder during the third (3^rd) month following the original issuance date, (iv) the holder shall be prohibited from converting not more than an additional 40% (100% in total) of the Series C Preferred shares originally issued to holder following the end of the third month following the original issuance date. The Series C Preferred Stock shall each vote three voting share and shall vote together with the Common Stock of the Company. The Company shall reserve and keep available out of its authorized but unissued shares of Class A Common Stock such number of shares sufficient to effect the conversions.

Convertible Preferred Stock, Series D

Effective December 18, 2014, the Company has 1,000,000 authorized and zero outstanding shares of $0.01 par value Series D Convertible Preferred Stock (“Series D Preferred Stock”). The Series D Preferred Stock shall carry an 8.0% dividend, payable semiannually at Issuer’s election in either (i) cash or (ii) shares of common stock. Each share of Series D Preferred Stock is convertible, at the option of the holder into three (3) shares of the Company’s Class A Common Stock, with five business days' notice, provided that no conversion will take place until all holders of the Series C Preferred Stock consent to such conversion. The Series D Preferred Stock has preferential voting rights that carry three (3) voting rights for each share issued and outstanding, and shall vote together with the shares of the Common Stock of the Company, and not as a separate class. No Convertible Preferred Stock Series D shares were issued or outstanding as of September 30, 2015 and December 31, 2014.

Common Stock, Class A

The Company has 9 billion authorized shares of $0.01 par value Class A Common Stock.

Convertible Common Stock, Class B

The Company has 60,000,000, authorized shares of $0.01 par value Convertible Class B Common Stock, convertible at the option of the holder into shares of the Company’s Class A Common Stock on a 1:10,000 basis. Effective January 14, 2014, the preferential voting rights of the Convertible Class B Common Stock were changed from preferential voting rights of 2,000 votes to each Class A Common Stock vote (2,000:1) to 10,000 votes to each Class A Common Stock vote (10,000:1). The Company shall reserve and keep available out of its authorized but unissued shares of Class A Common Stock such number of shares sufficient to effect the conversions. Common B was not part of the October 6, 2014 reversed stock split.

Convertible Class B Common Stock Issuance for Services

On March 22, 2014, the Company issued 12,500,000 shares of Convertible Class B Common Stock to the Company’s CEO in consideration for providing services. The total fair value of the common stock was $44,737 based on the closing price of the Company’s common stock on the date of grant.

Class A Common Stock Issuances, 2014:

On January 7, 2014, the Company issued 2.01 shares of Class A Common Stock pursuant to the conversion of $5,028 of convertible debt held by Magna Group, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On January 22, 2014, the Company issued 2.00 shares of Class A Common Stock pursuant to the conversion of $5,000 of convertible debt held by Magna Group, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On January 31, 2014, the Company issued 5.33 shares of Class A Common Stock pursuant to the conversion of $10,000 of convertible debt held by Magna Group, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On February 6, 2014, the Company issued 8.00 shares of Class A Common Stock pursuant to the conversion of $15,000 of convertible debt held by Magna Group, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On February 13, 2014, the Company issued 8.26 shares of Class A Common Stock pursuant to the conversion of $15,491 of convertible debt held by Magna Group, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On February 27, 2014, the Company issued 10.67 shares of Class A Common Stock pursuant to the conversion of $20,000 of convertible debt held by Magna Group, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 10, 2014, the Company issued 14.40 shares of Class A Common Stock pursuant to the conversion of $18,000 of convertible debt held by Magna Group, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 19, 2014, the Company issued 15.76 shares of Class A Common Stock pursuant to the conversion of $19,700 of convertible debt held by Magna Group, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 3, 2014, the Company issued 12.00 shares of Class A Common Stock pursuant to the conversion of $27,000 of convertible debt held by Asher Enterprises, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 5, 2014, the Company issued 16.07 shares of Class A Common Stock pursuant to the conversion of $28,120 of convertible debt held by Asher Enterprises, which consisted of $26,000 of principal and $2,120 of interest. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 7, 2014, the Company issued 10.00 shares of Class A Common Stock pursuant to the conversion of $15,000 of convertible debt held by St. George Investments, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 25, 2014, the Company issued 27.33 shares of Class A Common Stock pursuant to the conversion of $41,000 of convertible debt held by Asher Enterprises, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On April 2, 2014, the Company issued 12.15 shares of Class A Common Stock pursuant to the conversion of $15,190 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On April 7, 2014, the Company issued 16.00 shares of Class A Common Stock pursuant to the conversion of $30,000 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On April 10, 2014, the Company issued 16.00 shares of Class A Common Stock pursuant to the conversion of $20,000 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On April 16, 2014, the Company issued 16.00 shares of Class A Common Stock pursuant to the conversion of $20,000 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On April 22, 2014, the Company issued 16.00 shares of Class A Common Stock pursuant to the conversion of $20,000 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On April 24, 2014, the Company granted 0.80 shares of Class A Common Stock to GG Mars Capital, a related party entity owned by Vivienne Passley, as a loan origination cost in consideration for a $150,000 short term promissory note. The total fair value of the common stock was $3,000 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on August 29, 2014.

On April 28, 2014, the Company issued 16.00 shares of Class A Common Stock pursuant to the conversion of $20,000 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On May 1, 2014, the Company issued 16.00 shares of Class A Common Stock pursuant to the conversion of $20,000 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On May 3, 2014, the Company issued 16.00 shares of Class A Common Stock pursuant to the conversion of $20,000 of convertible debt held by Star Financial Corporation, a related party, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On May 6, 2014, the Company issued 16.00 shares of Class A Common Stock pursuant to the conversion of $10,000 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On May 6, 2014, the Company issued 13.53 shares of Class A Common Stock pursuant to the conversion of $8,456 of convertible debt held by IBC Funds, LLC, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On May 7, 2014, the Company granted 0.80 shares of Class A Common Stock to GG Mars Capital, a related party entity owned by Vivienne Passley, as a loan origination cost in consideration for a $125,000 short term promissory note. The total fair value of the common stock was $2,000 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on August 29, 2014.

On May 22, 2014, the Company issued 12.00 shares of Class A Common Stock pursuant to the conversion of $15,000 of convertible debt held by Star Financial Corporation, a related party, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On May 28, 2014, the Company granted 0.26 shares of Class A Common Stock to Star Financial, a company owned by our CEO’s family member, a related party, as a loan origination cost in consideration for a $32,500 short term promissory note. The total fair value of the common stock was $650 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on August 29, 2014.

On June 12, 2014, the Company granted 0.17 shares of Class A Common Stock to Star Financial, a company owned by our CEO’s family member, a related party, as a loan origination cost in consideration for a $5,000 short term promissory note. The total fair value of the common stock was $213 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on August 29, 2014.

On June 17, 2014, the Company issued 26.75 shares of Class A Common Stock pursuant to the conversion of $33,433 of convertible debt held by Vivienne Passley, a related party, which consisted of $26,000 of principal, $4,933 of interest and $2,500 of liquidated damages. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On July 30, 2014 the Company issued 22.22 shares of Class A Common Stock to Wellington Shields Holdings, LLC, as a fee for closing on an acquisition. The total fair value of the common stock was $55,556 based on the closing price of the Company’s common stock on the date of grant.

On August 29, 2014 the Company issued 0.28 shares of Class A Common Stock to Star Financial, a company owned by our CEO’s family member, a related party, as a loan origination cost that was previously granted on April 23, 2014 in consideration for a $35,000 short term promissory note. The total fair value of the common stock was $1,050 based on the closing price of the Company’s common stock on the date of grant.

On October 10, 2014 the Company issued 24,000 shares of Class A Common to our CEO from a conversion notice from 10,000,000 shares of Preferred C which convert at the ratio of 1 to 3. As this was a conversion within the terms of the Preferred C equity instrument no additional value was recognized as a result of this conversion

On October 10, 2014 the Company issued 1,200 shares of Class A Common to Star Financial, a company owned by our CEO’s family member, a related party, from a conversion notice from 500,000 shares of Preferred C which convert at the ratio of 1 to 3. As this was a conversion within the terms of the Preferred C equity instrument no additional value was recognized as a result of this conversion

On October 10, 2014 the Company issued 1,120 shares of Class A Common to GG Mars Capital., a company owned by our CEO’s family member, a related party, from a conversion notice from 466,667 shares of Preferred C which convert at the ratio of 1 to 3. As this was a conversion within the terms of the Preferred C equity instrument no additional value was recognized as a result of this conversion

On November 3, 2014 the Company issued 120.00 shares of Class A Common Stock pursuant to the November 13, 2013 promissory note entered into with JMJ Financial. The conversion amount was $5,994. As the conversion occurred within the terms of the conversion agreement; no gain or loss was recognized.

On November 11, 2014 the Company issued 181.82 shares of Class A Common Stock pursuant to the September 5, 2013 promissory note entered into with St. George Investment. The conversion amount was $15,000. As the conversion occurred within the terms of the conversion agreement; no gain or loss was recognized.

On December 4, 2014 the Company issued 560.00 shares of Class A Common Stock pursuant to the November 13, 2013 promissory note entered into with JMJ Financial. The conversion amount was $8,442. As the conversion occurred within the terms of the conversion agreement; no gain or loss was recognized.

On December 10, 2014 the Company issued 886.92 shares of Class A Common Stock pursuant to the September 5, 2013 promissory note entered into with St. George Investment. The conversion amount was $15,000. As the conversion occurred within the terms of the conversion agreement; no gain or loss was recognized.

Class A Common Stock Issuances, 2015:

Debt Conversions into Class A Common Stock:

Losses on Conversion of Debt into Equity

Originated March 28, 2014, an unsecured $25,000 promissory note payable, including a $5,000 loan origination fee, owed to Star Financial, a corporation owned by an immediate family member of the Company’s CEO. The note carries a 15% interest rate, matured on May 28, 2014. In addition, a loan origination fee consisting of 3,000,000 shares of Convertible Series C Preferred Stock valued at $2,390 was issued as consideration for the loan, and is being amortized on a straight line basis over the life of the loan. The note also carried a liquidated damages fee of $2,500 upon default, which was amended and removed on September 19, 2014. This note was converted outside the terms of the agreement into 7,400,000 shares of common stock on June 29, 2015. The share price on June 29,2015 was $0.0122, which equals consideration given of $90,280; which when compared to the reduction in debt of $18,500 leads to a loss on conversion of $71,780.

Originated March 26, 2014, a $37,500 unsecured promissory note payable, including a $7,500 loan origination fee, owed to GG Mars Capital, Inc., a corporation owned by an immediate family member of the Company’s CEO. The note carries a 15% interest rate, matured on May 26, 2014. In addition, a loan origination fee consisting of 3,000,000 shares of Convertible Series C Preferred Stock valued at $2,928 was issued as consideration for the loan, and is being amortized on a straight line basis over the life of the loan. The note also carried a liquidated damages fee of $1,500 upon default, which was amended and removed on September 19, 2014. This note was converted outside the terms of the agreement into 9,000,000 shares of common stock on June 29, 2015. The share price on June 29, 2015 was $0.0122, which equals consideration given of $109,800; which when compared to the reduction in debt of $37,500 leads to a loss on conversion of $72,300.

Debt Conversion by St. George Investments, LLC

On January 9, 2015, the Company issued 2,720 shares of Class A Common Stock pursuant to the conversion of $4,896 of convertible debt held by St. George Investments, LLC, which consisted of $4,896 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On February 5, 2015, the Company issued 2,840 shares of Class A Common Stock pursuant to the conversion of $3,408 of convertible debt held by St. George Investments, LLC, which consisted of $3,408 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On February 18, 2015, the Company issued 3,000 shares of Class A Common Stock pursuant to the conversion of $2,700 of convertible debt held by St. George Investments, LLC, which consisted of $2,700 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 26, 2015, the Company issued 56,000 shares of Class A Common Stock pursuant to the conversion of $8,400 of convertible debt held by St. George Investment LLC, which consisted of $8,400 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On April 20, 2015, the Company issued 71,200 shares of Class A Common Stock pursuant to the conversion of $4,628 of convertible debt held by St. George Investments, LLC, which consisted of $4,628 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On May 07, 2015, the Company issued 61,600 shares of Class A Common Stock pursuant to the conversion of $4,620 of convertible debt held by St. George Investments, LLC, which consisted of $4,620 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On July 22, 2015, the Company issued 3,000,000 shares of Class A Common Stock pursuant to the conversion of $8,548 of convertible debt held by St. George Investment LLC, which consisted of $8,548 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On August 3, 2015, the Company issued 6,644,357 shares of Class A Common Stock pursuant to the conversion of $8,571 of convertible debt held by St. George Investment LLC, which consisted of $5,340 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

As of August 3, 2015, the St. George’s note has been paid in full.

Debt Conversion by LG Capital Funding LLC.

On January 7, 2015, the Company issued 1,419 shares of Class A Common Stock pursuant to the conversion of $2,998.20 of convertible debt held by LG Capital Funding LLC, which consisted of $2,958 of principal, $40.20 of interest. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On February 12, 2015, the Company issued 1,419 shares of Class A Common Stock pursuant to the conversion of $1,256.42 of convertible debt held by LG Capital Funding, LLC, which consisted of $1,230 of principal, $26.42 of interest. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 19, 2015, the Company issued 28,288 shares of Class A Common Stock pursuant to the conversion of $3,447.65 of convertible debt held by LG Capital Funding LLC, which consisted of $3,350 of principal, $97.65 of interest. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On August 17, 2015, the Company issued 12,093,261 shares of Class A Common Stock pursuant to the conversion of $3,700 of convertible debt held by LG Capital, which consisted of $3,930 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

Debt Conversion by Magna Equities II, LLC.

On January 7, 2015, the Company issued 3,006 shares of Class A Common Stock pursuant to the conversion of $7,323.64 of convertible debt held by Magna Equities LLC, which consisted of $7,323.64 principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On January 30, 2015, the Company issued 3,273 shares of Class A Common Stock pursuant to the conversion of $4,500 of convertible debt held by Magna Equities LLC, which consisted of $4,500 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On February 12, 2015, the Company issued 3,842 shares of Class A Common Stock pursuant to the conversion of $2,800 of convertible debt held by Magna Equities LLC, which consisted of $2,800 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On February 20, 2015, the Company issued 4,233 shares of Class A Common Stock pursuant to the conversion of $3,000 of convertible debt held by Magna Equities LLC, which consisted of $3,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On February 25, 2015, the Company issued 22,400 shares of Class A Common Stock pursuant to the conversion of $14,000 of convertible debt held by Magna Equities LLC, which consisted of $14,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 3, 2015, the Company issued 12,003 shares of Class A Common Stock pursuant to the conversion of $2,000 of convertible debt held by Magna Equities LLC, which consisted of $2,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 10, 2015, the Company issued 33,597 shares of Class A Common Stock pursuant to the conversion of $3,500 of convertible debt held by Magna Equities LLC, which consisted of $3,500 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 16, 2015, the Company issued 42,985 shares of Class A Common Stock pursuant to the conversion of $3,600 of convertible debt held by Magna Equities LLC, which consisted of $3,600 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 20, 2015, the Company issued 42,985 shares of Class A Common Stock pursuant to the conversion of $3,600 of convertible debt held by Magna Equities LLC, which consisted of $3,600 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On August 4, 2015, the Company issued 3,271,538 shares of Class A Common Stock pursuant to the conversion of $3,000 of convertible debt held by Magna, which consisted of $3,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On August 19, 2015, the Company issued 22,059,576 shares of Class A Common Stock pursuant to the conversion of $3,639.83 of convertible debt held by Magna, which consisted of $3,639.83 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On August 31, 2015, the Company issued 29,565,217 shares of Class A Common Stock pursuant to the conversion of $1,720 of convertible debt held by Magna, which consisted of $2,720 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On September 22, 2015, the Company issued 35,344,000 shares of Class A Common Stock pursuant to the conversion of $1,943.92 of convertible debt held by Magna, which consisted of $1,943.92 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

Debt Conversion by IBC Funds LLC

On February 13, 2015, the Company issued 9,600 shares of Class A Common Stock pursuant to the conversion of $7,260 of convertible debt held by IBC Funds LLC, which consisted of $7,260 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On February 24, 2015, the Company issued 9,600 shares of Class A Common Stock pursuant to the conversion of $5,280 of convertible debt held by IBC Funds LLC, which consisted of $5,280 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 3, 2015, the Company issued 16,000 shares of Class A Common Stock pursuant to the conversion of $2,200 of convertible debt held by IBC Funds LLC, which consisted of $2,200 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 5, 2015, the Company issued 16,000 shares of Class A Common Stock pursuant to the conversion of $2,200 of convertible debt held by IBC Funds LLC, which consisted of $2,200 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 9, 2015, the Company issued 16,000 shares of Class A Common Stock pursuant to the conversion of $1,100 of convertible debt held by IBC Funds LLC, which consisted of $1,100 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 13, 2015, the Company issued 16,000 shares of Class A Common Stock pursuant to the conversion of $1,100 of convertible debt held by IBC Funds LLC, which consisted of $1,100 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 18, 2015, the Company issued 16,000 shares of Class A Common Stock pursuant to the conversion of $1,100 of convertible debt held by IBC Funds LLC, which consisted of $1,100 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 23, 2015, the Company issued 28,800 shares of Class A Common Stock pursuant to the conversion of $1,980 of convertible debt held by IBC Funds LLC, which consisted of $1,980 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 25, 2015, the Company issued 28,800 shares of Class A Common Stock pursuant to the conversion of $1,980 of convertible debt held by IBC Funds LLC, which consisted of $1,980 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 27, 2015, the Company issued 28,800 shares of Class A Common Stock pursuant to the conversion of $1,980 of convertible debt held by IBC Funds LLC, which consisted of $1,980 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 31, 2015, the Company issued 28,800 shares of Class A Common Stock pursuant to the conversion of $1,980 of convertible debt held by IBC Funds LLC, which consisted of $1,980 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On April 1, 2015, the Company issued 28,800 shares of Class A Common Stock pursuant to the conversion of $1,980 of convertible debt held by IBC Funds LLC, which consisted of $1,980 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On April 6, 2015, the Company issued 28,800 shares of Class A Common Stock pursuant to the conversion of $1,980 of convertible debt held by IBC Funds LLC, which consisted of $1,980 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On May 5, 2015, the Company issued 28,800 shares of Class A Common Stock pursuant to the conversion of $1,980 of convertible debt held by IBC Funds LLC, which consisted of $1,980 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On May 15, 2015, the Company issued 90,400 shares of Class A Common Stock pursuant to the conversion of $6,215 of convertible debt held by IBC Funds LLC, which consisted of $6,215 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On June 25, 2015, the Company issued 1,319,700 shares of Class A Common Stock pursuant to the conversion of $7,984 of convertible debt held by IBC Funds LLC, which consisted of $7,984 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

Debt Conversion by KBM Worldwide Inc

On May 13, 2015, the Company issued 181,680 shares of Class A Common Stock pursuant to the conversion of $11,355 of convertible debt held by KBM Worldwide, Inc., which consisted of $11,355 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On June 29, 2015, the Company issued 1,639,344 shares of Class A Common Stock pursuant to the conversion of $10,000 of convertible debt held by KBM Worldwide, Inc., which consisted of $10,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On July 21, 2015, the Company issued 6,000,000 shares of Class A Common Stock pursuant to the conversion of $15,000 of convertible debt held by KBM Worldwide, which consisted of $15,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On July 30, 2015, the Company issued 6,666,667 shares of Class A Common Stock pursuant to the conversion of $12,000 of convertible debt held by KBM Worldwide, which consisted of $12,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On August 6, 2015, the Company issued 9,207,792 shares of Class A Common Stock pursuant to the conversion of $7,090 of convertible debt held by KBM Worldwide, which consisted of $7,090 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On August 20, 2015, the Company issued 42,941,176 shares of Class A Common Stock pursuant to the conversion of $7,300 of convertible debt held by KBM Worldwide, which consisted of $7,300 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On August 26, 2015, the Company issued 13,958,333 shares of Class A Common Stock pursuant to the conversion of $1,675 of convertible debt held by KBM Worldwide, which consisted of $1,675 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On August 26, 2015, the Company issued 28,958,333 shares of Class A Common Stock pursuant to the conversion of $3,475 of convertible debt held by KBM Worldwide, which consisted of $1,755 of principal and $1,720 of accrued interest. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

As August 26, 2015, the KBM Worldwide One’s note has been paid in full.

On August 31, 2015, the Company issued 43,937,500 shares of Class A Common Stock pursuant to the conversion of $3,435 of convertible debt held by KBM Worldwide, which consisted of $3,435 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On September 3, 2015, the Company issued 42,900,000 shares of Class A Common Stock pursuant to the conversion of $2,145 of convertible debt held by KBM Worldwide, which consisted of $2,145 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On September 11, 2015, the Company issued 42,900,000 shares of Class A Common Stock pursuant to the conversion of $2,145 of convertible debt held by KBM Worldwide, which consisted of $2,145 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On September 29, 2015, the Company issued 42,900,000 shares of Class A Common Stock pursuant to the conversion of $2,145 of convertible debt held by KBM Worldwide, which consisted of $2,145 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On September 30, 2015, the Company issued 42,900,000 shares of Class A Common Stock pursuant to the conversion of $2,145 of convertible debt held by KBM Worldwide, which consisted of $2,145 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

Debt Conversion by JMJ Financial, Inc.

Unsecured $33,000 convertible promissory note originated on November 13, 2013, including an Original Issue Discount (“OID”) of $3,000, carries a 12% interest rate (“Second JMJ Note”), matures on November 12, 2014.

On January 2, 2015, the Company issued 1,356 shares of Class A Common Stock pursuant to the conversion of $2,542.50 of convertible debt held by JMJ Financial which consisted of $2,543 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On January 21, 2015, the Company issued 1,560 shares of Class A Common Stock pursuant to the conversion of $2,925 of convertible debt held by JMJ Financial, which consisted of $2,925 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On February 4, 2015, the Company issued 1,566 shares of Class A Common Stock pursuant to the conversion of $1,762 of convertible debt held by JMJ Financial, which consisted of $1,762 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On February 23, 2015, the Company issued 1,566 shares of Class A Common Stock pursuant to the conversion of $1,292 of convertible debt held by JMJ Financial, which consisted of $1,292 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On July 7, 2015, the Company issued 1,152,000 shares of Class A Common Stock pursuant to the conversion of $7,603 of convertible debt held by JMJ Financial, which consisted of $7,603 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

As of July 7, 2015, the JMJ Financial’s note has been paid in full.

Debt Conversion of Michael Dobbs

On July 20, 2015, the Company issued 10,500,000 shares of Class A Common Stock pursuant to the conversion of $18,925 of convertible debt held by Michael Dobbs, which consisted of $18,925 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

Preferred C Stock

On January 21, 2015, the Company issued 12,564,800 shares of Preferred C Stock pursuant to the exchange agreement with our CEO in exchange for 10,052 shares of Class A Common Stock. The total fair value of the common stock was $4,112 based on an independent valuation on the date of grant. Although the common stock had a fair value higher than the preferred stock; as this was a related party transaction, no gain was recognized as a result of this exchange.

On February 13, 2015, the Company issued 168,000 shares of Class A Stock pursuant to the exchange agreement with our CEO in exchange for 70,000,000 shares of Preferred C Stock. As the stock was converted within the terms of the agreement, no gain or loss was recognized as a result of the exchange.

On June 22, 2015, the Company issued 90,000,000 shares of Class A Common Stock pursuant to the exchange agreement with our CEO in exchange for 30,000,000 shares of Preferred C Stock. As the stock was converted within the terms of the agreement, no gain or loss was recognized as a result of the exchange.

On June 29, 2015, the Company issued 120,000,000 shares of Class A Common Stock pursuant to the exchange agreement with our CEO in exchange for 40,000,000 shares of Preferred C Stock. As the stock was converted within the terms of the agreement, no gain or loss was recognized as a result of the exchange.

On July 27, 2015, the Company issued 120,000,000 shares of Class A Common Stock pursuant to the exchange agreement with our CEO in exchange for 40,000,000 shares of Preferred C Stock. As the stock was converted within the terms of the agreement, no gain or loss was recognized as a result of the exchange.

Debt Conversions into Class A Common Stock – Related Parties

On March 2, 2015, the Company issued 51,200 shares of Class A Common Stock pursuant to the conversion of $3,200 of convertible debt held by GG Mars, a company owned by our CEO’s family member, a related party, which consisted of $3,200 of principal.. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 3, 2015, the Company issued 35,200 shares of Class A Common Stock pursuant to the conversion of $3,300 of convertible debt held by Star Financial, a company owned by our CEO’s family member, a related party, which consisted of $3,300 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 11, 2015, the Company issued 17,600 shares of Class A Common Stock pursuant to the conversion of $1,650 of convertible debt held by Star Financial, a company owned by our CEO’s family member, a related party, which consisted of $1,650 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On March 24, 2015, the Company issued 32,000 shares of Class A Common Stock pursuant to the conversion of $2,000 of convertible debt held by GG Mars, a company owned by our CEO’s family member, a related party, which consisted of $2,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On April 3, 2015, the Company issued 45,600 shares of Class A Common Stock pursuant to the conversion of $2,000 of convertible debt held by Star Financial Corporation, a company owned by our CEO’s family member, a related party, which consisted of $2,000 of principal.. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On April 14, 2015, the Company issued 80,000 shares of Class A Common Stock pursuant to the conversion of $5,000 of convertible debt held by GG Mars, a company owned by our CEO’s family member, a related party, which consisted of $5,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On June 28, 2015, the Company issued 4,000,000 shares of Class A Common Stock pursuant to the conversion of $4,000 of convertible debt held by GG Mars, a company owned by our CEO’s family member, a related party, which consisted of $4,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On July 2, 2015, the Company issued 10,000,000 shares of Class A Common Stock pursuant to the conversion of $4,000 of convertible debt held by Star Financial, a company owned by our CEO’s family member, a related party, which consisted of $4,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On July 17, 2015, the Company issued 8,000,000 shares of Class A Common Stock pursuant to the conversion of $24,000 of convertible debt held by GG Mars, a company owned by our CEO’s family member, a related party, which consisted of $24,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

On July 23, 2015, the Company issued 10,000,000 shares of Class A Common Stock pursuant to the conversion of $25,000 of convertible debt held by GG Mars, a company owned by our CEO’s family member, a related party, which consisted of $25,000 of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

Beneficial Conversion Feature

On October 20, 2014, the Company entered into a convertible promissory note with Asher Enterprises. The beneficial conversion feature discount resulting from the conversion price that was $0.0333 below the market price of $0.20 on the October 20, 2014 origination date resulted in a debt discount value of $43,000 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan.

On October 31, 2014, the Company entered into a convertible promissory note with LG Capital. The beneficial conversion feature discount resulting from the conversion price that was $0.04329 below the market price of $0.125 on the October 31, 2014 origination date resulted in a debt discount value of $50,239 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan.

On November 6, 2014, the Company entered into a convertible promissory note with LG Capital. The beneficial conversion feature discount resulting from the conversion price that was $0.04329 below the market price of $0.08171 on the November 6, 2014 origination date resulted in a debt discount value of $33,600 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan.

On December 3, 2014, the Company entered into a convertible promissory note with Asher Enterprises. The beneficial conversion feature discount resulting from the conversion price that was $0.005 below the market price of $0.03 on the December 3, 2014 origination date resulted in a debt discount value of $33,000 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan.

On January 29, 2015, the Company entered into a convertible promissory note with KBM Worldwide. The beneficial conversion feature discount resulting from the conversion price that was $0.00126 below the market price of $0.0021 on the January 29, 2015 origination date resulted in a debt discount value of $43,000 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan.

On February 13, 2015, the Company entered into a convertible promissory note with IBC Funds. The beneficial conversion feature discount resulting from the conversion price that was $0.00088 below the market price of $0.0003 on the February 13, 2015 origination date resulted in a debt discount value of $127,813 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan.

On March 2, 2015, the Company entered into a convertible promissory note with Star Financial Corporation. The beneficial conversion feature discount resulting from the conversion price that was $0.00008 below the market price of $0.0003 on the March 2, 2015 origination date resulted in a debt discount value of $5,000 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan.

On March 2, 2015, the Company entered into a convertible promissory note with GG Mars. The beneficial conversion feature discount resulting from the conversion price that was $0.001 below the market price of $0.0003 on the March 2, 2015 origination date resulted in a debt discount value of $18,750 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan.

On March 30, 2015, the Company entered into a convertible promissory note with Star Financial Corporation. The beneficial conversion feature discount resulting from the conversion price that was $0.0002 below the market price of $0.00008 on the September 30, 2015 origination date resulted in a debt discount value of $30,000 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan.

Sanchez note Originated April 7, 2015, an unsecured $22,000 convertible promissory note, carries a 20% interest rate, matures on March 7, 2015, (“Sanchez Note”) owed to Sanchez, consisting of one note acquired and assigned from GG Mars, a related party, consisting of a total of $22,000 of principal. The acquired promissory notes did not carry conversion terms, and were subsequently exchanged for the convertible note. The principal and accrued interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty percent (50%) of the average of the 3 lowest trading price of the Company’s common stock for the ten (10) days prior to the conversion date, or $0.0001 per share, whichever is greater. At no time shall the conversion price be lower than $0.0001.

Issuances for Services

On April 13, 2015, the Company issued 88,400 shares of Class A Common Stock for services to Michael Dobbs. The shares were valued based on the closing market price on the date of the agreement in the amount of $22,984.

On April 13, 2015, the Company issued 88,400 shares of Class A Common Stock for services to Ronald Aarons. The shares were valued based on the closing market price on the date of the agreement in the amount of $22,984.

On April 13, 2015, the Company issued 88,400 shares of Class A Common Stock for services to Scott Sanchez. The shares were valued based on the closing market price on the date of the agreement in the amount of $22,984.

On April 24, 2015, the Company issued 864 shares of Class A Common Stock for services to Eduardo Cabrera. The shares were valued based on the closing market price on the date of the agreement in the amount of $225.

On April 24, 2015, the Company issued 800 shares of Class A Common Stock for services to Wellington Shields Holding LLC. The shares were valued based on the closing market price on the date of the agreement in the amount of $208.

On April 24, 2015, the Company issued160 shares of Class A Common Stock for services to Metaxas Georgatos. The shares were valued based on the closing market price on the date of the agreement in the amount of $42.

On April 24, 2015, the Company issued 256 shares of Class A Common Stock for services to Vance Thinh. The shares were valued based on the closing market price on the date of the agreement in the amount of $67.

On April 24, 2015, the Company issued 40 shares of Class A Common Stock for services to Marc Estigarribia. The shares were valued based on the closing market price on the date of the agreement in the amount of $10.

On April 24, 2015, the Company issued 40 shares of Class A Common Stock for services to Juan Ramirez. The shares were valued based on the closing market price on the date of the agreement in the amount of $10.

On April 30, 2015, the Company issued 360,000 shares of Class A Common Stock for services to Shaun Passley. The shares were valued based on the closing market price on the date of the agreement in the amount of $90,000.

On June 29, 2015, the Company issued 9,000,000 shares of Class A Common Stock for services to Michael Dobbs. The shares were valued based on the closing market price on the date of the agreement in the amount of $109,800.

On June 29, 2015, the Company issued 7,400,000 shares of Class A Common Stock for services to Ronald Aarons. The shares were valued based on the closing market price on the date of the agreement in the amount of $90,280.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details