Item
1.01 Entry into a Material Definitive Agreement
On
or about August 17, 2016, we entered into a 12 month “Consulting Agreement” with Kevin Fickle (the “Fickle Agreement”)
regarding strategic partnerships, business advisory services, management consulting, board placement services, and introductions
to technical consultants. Upon execution of the Fickle Agreement, the Company was obligated to issue to Mr. Fickle 1,000,000 shares
of Common Stock restricted in accordance with Rule 144, in exchange for the $10,000 USD in services rendered (the “Fickle
Stock”). The issuance of the Fickle Stock will be exempt from registration pursuant to Section 4(a)(2) of the Securities
Act of 1933. Mr. Fickle is a sophisticated investor, familiar with our corporate operations, and as such, there was no general
solicitation. This transaction was approved by Written Consent of the Board of Directors through authority set forth in our Articles
of Incorporation, corporate bylaws, and §78.315 of the Nevada Revised Statutes. The Fickle Stock has yet to be issued. Pursuant
to the Consulting Agreement, the Fickle Stock when issued will be fully paid and non-assessable.
On
or about September 15, 2016, we entered into a Unit subscription agreement with BCAN Holdings, LLC (the “BCAN Subscription
Agreement”). Each Unit was priced at $0.08 and contained: (a) one share of Common Stock restricted in accordance with Rule
144; and (b) two Warrants to purchase an additional share of Common Stock restricted in accordance with Rule 144 for $0.50 for
a period of 18 months of the close of the offering. Pursuant to the BCAN Subscription Agreement, the Company offered BCAN Holdings,
LLC a minimum of $50,000 and a maximum of $320,000 in Units. Mr. Nuzzo purchased the minimum offering of $50,000 on September
16, 2016 to open the offering. Mr. Nuzzo has a non-transferable and irrevocable option to purchase the remaining 2,700,000 Units
or $270,000 in the aggregate for a period of 45 days dated from September 15, 2016 (the “Effective Period”). The offering
will close either: 45 days from the initial purchase of the minimum offering (e.g. September 15, 2016); when the maximum offering
is subscribed for during the Effective Period, or the date the Company receives written notice from BCAN Holdings, LLC that they
choose not to complete the maximum purchase amount in the offering. The BCAN Subscription Agreement can be extended an extra forty-five
(45) days with the additional purchase of $50,000 USD Units before the end of the initial forty-five day effective period. No
stock certificates will be issued to BCAN Holdings, LLC until the close of the offering, and the initial proceeds of $50,000 (or
500,000 Units) will be classified for accounting purposes as a subscription receivable until the close of the offering. This transaction
is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. BCAN Holdings, LLC is an accredited investor
as defined under Regulation D, Rule 501, familiar with our corporate operations, and there was no general solicitation.
On
or about September 19, 2016, the Company entered into a Common Stock subscription agreement with Nuwa Holdings, LLC, a Nevada
limited liability company (“Nuwa”), for the purchase of 250,000 shares of common stock of the Compan
y
for a purchase price of $0.08 per share, or $20,000 USD in the aggregate (the “Nuwa Stock”). This transaction is exempt
from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The Nuwa Stock has yet to be issued. Pursuant to
the Consulting Agreement, the Fickle Stock when issued will be fully paid and non-assessable.