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Re: shotsky post# 130827

Monday, 10/30/2017 1:59:00 PM

Monday, October 30, 2017 1:59:00 PM

Post# of 183214
Please elaborate on the following:

look at today's stock action, it appears pretty evident to me why the share price dropped



As for the 10-Q, are you talking about this?

On October 25, 2017, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Johnny Bolton (the “Seller”), the owner of HelpComm (See Note 8), to purchase HelpComm from the Seller for a total purchase price of $2,425,000, consisting of $25,000 of cash and 100,000 shares of Series D Convertible Preferred Stock, with such series of convertible stock to be designated prior to closing of the acquisition. Each share of Series D Convertible Preferred Stock will be convertible into a number of shares of Company common stock equal to $24.00 divided by the volume-weighted average price of the common stock as reported on OTCMarkets.com on the trading day immediately preceding conversion. The closing of the acquisition is contingent on multiple conditions being satisfied prior to closing, including (i) the designation of the Series D Convertible Preferred Stock, (ii) the representations and warranties of each of the parties in the Stock Purchase Agreement being true and complete as of the closing date, (iii) new employment agreements with employees of HelpComm being executed on terms agreeable to the parties at or prior to closing, (iv) the parties agreeing as to the payment of liabilities of the Seller associated with HelpComm prior to closing, (v) the Seller completing his analysis of certain taxation issues prior to closing, (vi) the Company completing its review of HelpComm’s books and records and concluding its assessment of HelpComm’s auditability, and (vii) other customary closing conditions.