NOTE 15 -SUBSEQUENT EVENTS

On or around December 6, 2017, the Board of Directors appointed Mr. Michael Midgley Chief Financial Officer

On December 6, 2017, the Board of Directors adopted the 2017 Stock Incentive Plan (the “Plan”). The Plan was adopted subject to stockholders’ approval which has yet to be obtained. The maximum number of shares of Common Stock that will be available for issuance under the Plan will be 913,612. No awards have been made under the Plan to date.

On December 22, 2017, the US Congress passed the Tax Cuts and Jobs Act, which reduced the corporate tax rate from 39% to 21%. This change would reduce the deferred tax asset described in Note 7, from $4,270,500 to $2,299,500. The Company has provided full valuation allowance against the deferred tax asset. There will not be an impact to these financial statements because of this tax law change. However, should our deferred tax asset valuation reverse we will not recognize benefits in the amounts previously expected.

Private Placement

On January 29, 2018, the Company consummated the sale and issuance of 1,125,950 shares of its common stock in a private placement of shares of common stock at $4.40 per share (the “Offering”).  Total gross proceeds from the Offering were $4,954,180.  The purchase price per share was based on a 10% discount of the volume weighted average price (VWAP) of the common stock on the Nasdaq Capital Market for the 30-consecutive trading-day period ending on January 22, 2018.

Under the terms of the Offering, the Company is required to file a re-sale registration statement prior to May 30, 2018 with respect to the shares issued in the Offering.  For a period of 36 months, the investors also have the right to purchase, based on their pro-rata ownership of common stock, shares (or securities convertible into shares) offered in subsequent offerings, subject to certain limited exceptions.