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Re: None

Wednesday, 03/15/2017 12:41:20 PM

Wednesday, March 15, 2017 12:41:20 PM

Post# of 43076
On March 13, 2017, the Company and Blackbridge Growth Fund, Inc. [“Blackbridge”], entered into an Agreement, effective as of March 1, 2017, terminating the Securities Purchase Agreement dated as of November 2, 2017 [“SPA”] whereby Blackbridge has agreed to purchase up to $5,000,000 worth of shares of the Company’s common stock. (See the Company’s Form 8-K filed on November 29, 2016). The Registration Statement on Form S-1 filed by the Company pursuant to the SPA could not be processed because of technical issues raised by the SEC and was withdrawn on February 28, 2017. In addition, the convertible promissory note in the amount of $150,000 issued by the Company as a commitment fee remains, by its express terms, in full force and effect notwithstanding the termination of the SPA.