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DESCRIPTION OF BUSINESS
12 Months Ended
Dec. 31, 2013
Description Of Business  
NOTE 1 - DESCRIPTION OF BUSINESS

Elite Data Services, Inc. (hereinafter the “Company”, “Our”, “We” or “Us”) changed its name from Dynamic Energy Alliance Corporation on November 4, 2013. Prior to that, we were formerly Mammatech Corporation, and were incorporated in the State of Florida on November 23, 1981 under the name Mammathetics Corp. From 1981 through the first quarter of 2011, the Company’s business was that of a marketer of tumor detection equipment. On March 9, 2011, the Company and Dynamic Energy Development Corporation (DEDC), a private corporation, transacted a reverse triangular merger in which DEDC became a subsidiary of the Company, shifting its focus to the recoverable energy sector. In connection with this the Company planned to develop, commercialize, and sell innovative technologies in the recoverable energy sector. Specifically, it was focused on identifying, combining and enhancing existing industry technologies with proprietary recoverable production and finishing processes to produce synthetic oil, carbon black, gas, and carbon steel from discarded or waste tires waste.

 

In conjunction with the acquisition of DEDC, the Company acquired Transformation Consulting (‘TC”), a wholly-owned subsidiary of DEDC. TC provides business development, marketing, and administrative consulting services. Through a January 2010 management services and agency agreement (“Agency Agreement”), TC received revenues from a related party based on billings received from certain of TC’s direct to consumer membership club products that were transferred to the related party under the Agency Agreement. As the Company continues its operations, it has decided to focus more on the advertising and marketing plan that generated revenues in the Company’s past.

 

History

 

DEDC’s business plan focused on developing and implementing recoverable energy technologies. DEDC, the Company’s wholly owned subsidiary, sought joint venture partners or other financing partners (hereinafter collectively “joint venture partners”), on a project by project basis, for the purpose of development, construction and operation of free standing plants to provide full cycle processing to convert discarded tires into shelf ready, saleable synthetic oil and solvents and carbon products (hereinafter referred to as “plants”). Although, the Company identified various plant locations and potential joint venture opportunities, as of today, it has not executed any agreements for the development of a plant.

 

DEDC proposed to develop a full cycle process plant for converting discarded tires to saleable synthetic oil and solvents and carbon products. To accomplish this plan and other milestones, management attempted to secure one or more partnerships, on a site-by-site basis, with local joint venture partners and/or financing sources, including companies who produced shredded tire feedstock usable in the plants. The Company’s business plan anticipated the creation of a state-of-the-art production facility called the “Pyrol Black Energy Campus” in late 2013 and early 2014, as one of its initial milestones. Specifically, the Company planned to acquire, combine and optimize a variety of existing proven and potentially innovative “Renewable Energy” technologies currently available in the market. Creation of such an initial plant required obtaining a location that has a dependable supply of waste feed stock for the plant, obtaining the necessary capital to develop, construct and set in operation the plant (likely with local joint venture partners and/or other financing sources), and establishment of markets for the resale of resulting products. The Company hoped to partner with other companies who can provide tire feedstock, land for a plant, and/or capital, on a joint venture basis. The Company had identified a potential site in Ennis, Texas upon which it could develop its first Energy Campus, and announced its intention to purchase such site, pending the completion of favorable due diligence and the obtaining of the necessary capital required to proceed. However to date, the Company was unable to obtain the necessary financing to secure the Energy Campus.

 

As the market for high end financing suffered to the downtown in the economy, the Company’s management began to assess the future of the Company for acquisitions relating to TC’s marketing strategies. Beginning in August 2013, the Company introduced new management to assist with the Company’s priorities and determine the best course of action to implement its business plan. This included evaluating all business opportunities related to the Company’s subsidiaries.

 

During this period, the Company evaluated DEDC’s potential assets to assess the feasibility of going forward on DEDC’s business plan and determined conclusively it was not in the Company’s best interest based on past operations and significant reliance on external financing. As the Company plans to continue and concentrate on the marketing and advertising solutions in which Transformation Consulting, Inc. had generated the most revenue for the Company in the past, the Company will not be exclusively focusing on DEDC’s business plan absent a joint partnership if these operations of the Company are to continue. As of December 31, 2013, no reasonably acceptable joint partnership has surfaced, prompting the Company to focus on the marketing and advertising sector of its wholly owned subsidiary Transformation Consulting, Inc.

 

History of Transformation Consulting, Inc.

 

Since September 30, 2013, the Company has been focused on its wholly owned subsidiary, Transformation Consulting, Inc.’s (“TC”) business model involving advertising, consulting and marketing services. More specifically, TC is in the business of developing, marketing, administering and selling various consumer products and services including its membership club products. In March 9, 2011, DEDC acquired all of the outstanding shares, of TC pursuant to a Stock Purchase Agreement between a former director of the Company (“the Director”) and DEDC, dated February 25, 2011 and Amendments No. 1, 2 and 3 to Stock Purchase Agreement, dated December 30, 2011, March 31, 2012 and September 26, 2012, respectively. The purchase price for the Shares was $2,000,000, payable from the gross revenues (pre-tax) of TC, as received, subject to the following contingent reduction or increase of the purchase price. Under the original agreement (which is not currently in effect to date), if TC’s gross revenues during the two years following the closing are less than $2,000,000, then the purchase price for the shares shall be reduced to the actual revenue received by TC during the two year period. If TC’s revenues during the same two year period exceed $2,000,000, then the purchase price for the shares shall be increased by one-half of the excess revenues over $2,000,000 (“contingent consideration”). At the time of the acquisition, TC had minimal tangible assets and the entire $2,000,000 purchase price was allocated to a customers’ list intangible asset.

 

Through December 31, 2012, TC’s gross revenues under the Stock Purchase Agreement totaled approximately $2,000,000. Through December 31, 2012, payments of the purchase price, net of refunds, totaled $984,638. At December 31, 2012 and 2013, the contingent consideration payable was $1,015,362 and $906,574, respectively. Under an amended payment schedule, the contingent consideration owing was due December 15, 2012. Under this original agreement, the Company needed funding to fulfill its financial obligations and was in default for non-payment. TC’s past revenues were primarily related to a January 2013, Management Services and Agency Agreement (“Agency Agreement”). On September 30, 2013, Charles R. Cronin assigned to Habanero Properties, Ltd, all of its rights under this note.

 

Merger Acquisition by way of Share Exchange

 

On March 9, 2011, the Company effectively completed a merger transaction whereby it entered into a Share Exchange Agreement (“SEA”) with DEDC, a privately held corporation, with DEDC becoming a wholly-owned subsidiary of the Company. The share transactions to complete the merger transaction are hereinafter collectively referred to as the “Merger.” All costs incurred in connection with the Merger have been expensed. Following the Merger, the Company abandoned its prior business and concurrently adopted DEDC’s business plan as its principal business. In addition, the director and officer of the Company were replaced by the directors and officers of DEDC. On October 2, 2013, an Assignment and Assumption Agreement was entered into by the Company and Habanero Properties in which Habanero Properties purchased controlling ownership of the Company’s outstanding common stock.