CAPITAL STOCK

3 Months Ended

Mar. 31, 2014

Capital Stock

NOTE 5 - CAPITAL STOCK

Authorized

The Company is authorized to issue 10,000,000 shares of preferred stock, having a par value of $0.0001 per share, and 50,000,000 shares of common stock, having a par value of $0.0001 per share.

Authorized Capital Stock

Effective January 29, 2014 by Board Resolution (the “Effective Date”) pursuant to the Articles of Amendment to the Company’s Article of Incorporation, the Company adopted the following amendment to the Company’s Articles of Incorporation and affected the following changes:

(1)   decreased authorized capital stock to 60,000,000 shares (originally 500,000,000), of which 50,000,000 shares shall be common stock (originally 300,000,000), par value $0.0001, and 10,000,000 shares shall be preferred stock (originally 200,000,000), par value $0.0001.

Issued and Outstanding

Preferred Stock

As of March 31, 2014, the Company had not issued any preferred stock to any holder.

Common Stock

At March 31, 2014, shares of common stock issued and outstanding totaled 16,069,108.

During the period ended March 31, 2014, the Company issued 15,918,620 shares of common stock as follows:

On January 13, 2014, the Company issued 14,000,000 shares of the Company’s Common stock in conjunction with its asset purchase agreement to acquire www.classifiedride.com. See further discussion at Note 1.

On January 15, 2014, the Company issued 765,000 shares of the Company’s Common stock for 51% of the membership interest of Autoglance, LLC, a Tennessee Limited Liability Company. See further discussion at Note 1.

Pursuant to Stock Purchase Agreement between Mr. Charles R. Cronin (a former director) and DEDC, dated February 25, 2011 and Amendments No. 1, No. 2 and No. 3 to Stock Purchase Agreement, dated December 30, 2011, March 31, 2012 and September 26, 2012, respectively, DEDC entered into a Stock Purchase Agreement and acquired Transformation Consulting, Inc. (“TC”) for $2,000,000.   Through December 31, 2012, net of refunds, made to Mr. Cronin totaled $984,638, leaving an outstanding balance of $1,015,362 remaining. On September 30, 2013, Cronin entered into an Assignment and Assumption Agreement in which Habanero became the holder of the note and was assigned the shares from warrants converted by Mr. Cronin and his related entity, TDMS, based on their strike price. The purchase price was offset by amounts due under the line of credit agreement that amounted to $189,512, and $108,788 was offset against the contingent consideration payable assigned under the terms of the Agreement to Habenero. On March 14, 2014, the Board of Directors approved the issuance of 1,153,620 shares for $115,362 to Habanero’s assignor, Rocky Road Inc., at $0.10 per share, reducing the balance owed under the note to $791,212, which is recognized as a gain of $115,247 on extinguishment of the debt.

	As of March 31, 2014			As of December 31, 2013
Contingent consideration due	$	2,000,000		$	2,000,000
Less payments		(984,638	)		(984,638)
Payment of exercise of warrants		(108,788	)		(108,788)
Conversion of contingent consideration to common stock		(115,362	)		-
	$	791,212		$	906,574