Unregistered Sales of Equity

On January 19, 2017, the Company opted to present ESOUSA HOLDINGS, LLC, a New York limited liability company (ESOUSA), with a purchase notice directing ESOUSA to purchase 240,964 shares of the Companys common stock for the aggregate purchase price of $200,000 (or $0.83 per share) pursuant to the Common Stock Purchase Agreement (the SPA) with ESOUSA. The SPA and its terms were disclosed in our Current Report on Form 8-K filed on July 12, 2016. Such shares of common stock of the Company were issued to ESOUSA under an exemption from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), in reliance upon Section 4(a)(2) of the Securities Act.



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 19, 2017



/s/ Jonathan New

Name:Jonathan New

Title:Chief Financial Officer


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