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Item 1.01.
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Entry
into a Material Definitive Agreement.
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LG Capital Funding, LLC
On January 24, 2017, the Company completed
the closing of a private placement financing transaction (the “Transaction”) with LG Capital Funding, LLC (“LG”),
pursuant to a Securities Purchase Agreement (the “LG Purchase Agreement”). Pursuant to the LG Purchase Agreement, LG
purchased two 8% Convertible Redeemable Notes (the “LG Notes”) in the aggregate principal amount of $189,000.00, comprised
of two notes in the amount of $94,500.00 each. The first note was paid for by LG on January 24, 2017, whereby the Company received
proceeds of $90,000.00 which excluded transaction costs, fees, and expenses and the second note shall be paid for by the issuance
of an offsetting $94,500.00 Collateralized Secured Promissory Note (the “LG CSPN”) issued by LG to the Company.
Principal and interest is due and payable
January 24, 2018, and the LG Notes are convertible into shares of the Company’s common stock at any time at the discretion
of LG at the lowest closing bid price during the eighteen (18) prior trading days including the day upon which a notice of conversion
is received by the Company multiplied by fifty eight percent (58%), representing a forty two percent (42%) discount.
The foregoing description of the LG
Purchase Agreement, the LG Notes and the LG CSPN does not purport to be complete and is qualified in its entirety by reference
to the full text of each document, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report
on Form 8-K and are incorporated herein by reference.
Cerberus Finance Group LTD
On January 24, 2017, the Company completed
the closing of a private placement financing transaction (the “Transaction”) with Cerberus Finance Group LTD (“Cerberus”),
pursuant to a Securities Purchase Agreement (the “Cerberus Purchase Agreement”). Pursuant to the Cerberus Purchase
Agreement, Cerberus purchased two 8% Convertible Redeemable Notes (the “Cerberus Notes”) in the aggregate principal
amount of $126,000.00, comprised of two notes in the amount of $63,000.00 each. The first note was paid for by Cerberus on January
24, 2017, whereby the Company received proceeds of $60,000.00 which excluded transaction costs, fees, and expenses and the second
note shall be paid for by the issuance of an offsetting $63,000.00 Collateralized Secured Promissory Note (the “Cerberus
CSPN”) issued by Cerberus to the Company.
Principal and interest is due and payable
January 24, 2018, and the Cerberus Notes are convertible into shares of the Company’s common stock at any time at the discretion
of Cerberus at the lowest closing bid price during the eighteen (18) prior trading days including the day upon which a notice of
conversion is received by the Company multiplied by fifty eight percent (58%), representing a forty two percent (42%) discount.
The foregoing description of the Cerberus
Purchase Agreement, the Cerberus Notes and the Cerberus CSPN does not purport to be complete and is qualified in its entirety by
reference to the full text of each document, which are filed as Exhibits 10.5, 10.6, 10.7 and 10.8, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.