NOTE 12 – SUBSEQUENT EVENTS

Amendment and Restatement of Certificate of Incorporation

On November 4, 2016, the Company’s board of directors approved an amendment to the Company’s Certificate of Incorporation to designate 1 share of the Company’s authorized 10,000,000 shares of Preferred Stock as Series A Preferred Stock (“Series A Preferred Stock”), which shall vote with the Common Stock, and shall be entitled to fifty-one percent (51%) of the total votes of Common Stock on all such matters voted on. The amendment is subject to approval of the Company’s shareholders and if approved, the Certificate of Amendment will be filed with the Delaware Secretary of State, and the Series A Preferred Stock will be issued to the Company’s CEO.

Subsequent Closing for Convertible Note Financing

On November 10, 2016, the Purchasers of the Securities Purchase Agreement exercised their right under Section 2.4 of the Purchase Agreement, in order to enter into a Subsequent Closing, as that term is defined in the Purchase Agreement, under the same terms as are included in the Purchase Agreement (see Note 7). The Incentive Shares, Notes and Warrants were issued on November 10, 2016. Purchasers received (i) Incentive Shares at the rate of 2.8986 Incentive Shares for each $1.00 of Note principal issued to such Purchaser; (ii) a Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchaser’s Note; and (iii) Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s Note principal amount divided by $0.12 (“Purchaser Conversion Price”), the conversion price in effect on the Initial Closing Date, with a per share exercise price equal to $0.30, subject to adjustment. The aggregate cash subscription amount received by the Company from the purchasers for the issuance of the Incentive Shares, Notes and Warrants was approximately $250,000.

Amendment of 2015 Equity Incentive Plan

On November 4, 2016, the Company amended the Company’s 2015 Plan (see Note 8) to increase the number of shares of the Company’s Common Stock reserved for issuance from 14,000,000 shares to 20,000,000.

Reign Brands, Inc.

On November 4, 2016, the Company created Reign Brands, Inc. (“Reign Brands”) as a wholly owned subsidiary, formed under of laws of the State of Delaware, for the purposes of an acquisition of the assets of Coordinates Collection, Inc. (“CCI”).

Binding Letter of Intent

On November 4, 2016, the Company entered into a binding letter of intent with CCI and FD9 Group, B.V., whereby Reign Brands shall acquire the assets of CCI in exchange for an aggregate of seven million (7,000,000) shares of the Company’s common stock, a cash payment of $500,000 upon the Company completing a capital raise minimum amount of $5 million, and an earn out provision of 20% of gross profit (after cost of goods sold and direct sales and marketing costs are deducted from gross profit) of all sales of CCI products and new business concept sold through FD9 sales channels for the calendar years 2017, 2018, 2019, and 2020.

Consent, Waiver and Modification Agreement

On November 3, 2016, the Company entered into a Consent, Waiver and Modification Agreement (the “Agreement”) with certain Purchasers of Purchase Agreement dated December 23, 2015 (see Note 7). The waivers contained in the Agreement were related to an increase in the shares issuable under the Company’s 2015 Stock Option Plan, a waiver of the right to participate in additional offerings by the Company, and allowing up to 20,000,000 shares of the Company’s common stock to be issued pursuant to a private or public offering at a price of not less than $0.30 per share. As consideration for the terms contained in the Agreement, as well as for a fee of $0.0001 per share, the Company shall issue an aggregate of 1,000,000 shares to the Purchasers.