Item 1.01 Entry into a Material Definitive Agreement.

Advisory Agreements with Surf Financial Group, LLC (“Surf”) and William Hiney (“Hiney”)

On April 28, 2016, the Company entered into two separate agreements with Surf and Hiney (collectively, the “Advisors”) to provide advisory services to the Company.  Compensation under each agreement was contingent upon each Advisor’s performance for an initial six-month period expiring on October 27, 2016 (the “Initial Contingency Period”).  

Specifically, under each agreement, respectively, Surf and Hiney were required to provide management consulting, business development services, strategic planning, marketing and public relations.  During the initial six-month contingent period, each Advisor was required to provide its or his best efforts to provide the advisory services described in each agreement; otherwise, the Company in its sole and absolute discretion could unilaterally cancel the agreements at the end of the Initial Contingency Period and each agreement would be automatically null and void thereby terminating entirely the Advisors’ right to compensation.  As compensation, the Company issued to the Advisors 4,000,000 shares and 1,000,000 shares, respectively, of restricted common stock, subject to rescission and redemption at the end of the Initial Contingency Period by the Company.  The Board of the Company elected not to terminate the agreements as the Advisors had performed their obligations during the Initial Contingency Period.