22.	SUBSEQUENT EVENTS

Effective October 31, 2015, the Company issued Mr. Purdon, related party employee, 2,154,569 shares of restricted common stock in lieu of cash for $4,500 employee compensation for the month ended October 31, 2015. The number of shares issued was based on the weighted average share price during the month.

Effective October 22, 2015, the Company reincorporated to the State of Florida from the State of Nevada (the “Reincorporation”) pursuant to a plan of conversion, effective October 22, 2015 (the “Plan of Conversion”). On September 9, 2015, stockholders of the Company holding approximately 71% of the combined voting power of the Company’s outstanding Common Stock and Series A Convertible Preferred Stock, voting as a single class, as of September 9, 2015, approved by written consent in lieu of a special stockholders’ meeting the Reincorporation. The Reincorporation did not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under such material contractual arrangements continue to be rights and obligations of the Company after the Reincorporation. The Reincorporation did not result in any change in headquarters, business, jobs, management, location of any of the offices or facilities, number of employees, assets, liabilities or net worth (other than as a result of the costs incident to the Reincorporation) of the Company. The Reincorporation reduces the Company’s corporate costs and expenses and aligns the Company’s domicile with its executive offices.

Pursuant to the Plan of Conversion, the Reincorporation was effected by the Company filing (i) articles of conversion (the “Nevada Articles of Conversion”) with the Secretary of State of the State of Nevada, (ii) a certificate of conversion (the “Florida Certificate of Conversion”) with the Secretary of State of the State of Florida and (iii) an articles of incorporation (the “Florida Articles of Incorporation”) with the Secretary of State of the State of Florida. Pursuant to the Plan of Conversion, the Company also adopted new bylaws (the “Florida Bylaws”). As a result of the Reincorporation: (1) the affairs of the Company ceased to be governed by the Nevada Revised Statutes, the Company’s existing Articles of Incorporation and the Company’s existing Bylaws, and the affairs of the Company became subject to the Business Corporation Act of the State of Florida, the Florida Articles of Incorporation and the Florida Bylaws; (2) the Company as a Florida corporation is deemed to be the same entity as the Company was as a Nevada corporation for all purposes under the laws of Florida, with the Company’s existence as a Florida corporation deemed to have commenced when it was initially formed in Nevada; (3) each outstanding share of common stock of the Company as a Nevada corporation automatically converted into an outstanding share of common stock of the Company as a Florida corporation; (4) each outstanding option, warrant or other convertible right to acquire shares of common stock of the Company as a Nevada corporation converted into an equivalent option, warrant or other convertible right to acquire, upon the same terms and conditions (including the vesting schedule and exercise or conversion price per share applicable to each such option, warrant or other convertible right), the same number of shares of common stock of the Company as a Florida corporation; and (5) each director and officer of the Company as a Nevada corporation continues to hold his respective position with the Company as a Florida corporation. The Reincorporation does not affect the trading of the Company’s shares of common stock on the OTC Markets in any respect. The Company, as a Florida corporation, will continue to file periodic reports and other documents as and when required by the rules and regulations of the SEC.

On October 14, 2015, Mr. Robert Carmichael, Chief Executive Officer, was issued 54,055 shares of restricted common stock for $124 accrued interest on notes payable – related party.

On October 14, 2015, the tangible personal property referred to legal settlement in Note 16. COMMITMENTS AND CONTINGENCIES was delivered by UBS to the Company in full satisfaction of the last remaining term under settlement agreement. Accordingly, the Company reversed and received as inventory the $7,200 settlement receivable recorded at September 30, 2015.