NOTE 13: SUBSEQUENT EVENTS

The Company has evaluated subsequent events occurring after the balance sheet date and has identified the following subsequent events and analyzing the transactions for proper accounting treatment:

During May and June 2015, the Company:

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On June 16, 2015, issued an unsecured convertible note with a face value of $500,000 and a two year warrant to purchase 675,000 shares of the Company’s common stock at an exercise price of $0.10 per share , par value $0.001 per share, in exchange for $500,000 cash, less $20,000 held back for noteholder’s legal costs, in the closing of its private placement. The Note and the Warrant were issued pursuant to the terms of a Securities Purchase Agreement, dated May 12, 2015, entered into by the Company and the Investor. The issuance of the Note and Warrant were contingent upon a registration statement being declared effective by the Securities and Exchange Commission on June 12, 2015.

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there were 418,000 shares of common stock issued as an interest option on convertible promissory notes.

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there were 10,000 shares of common stock issued in connection with a consulting agreement.

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there was 1,000,000 shares of common stock at $0.05 issued in connection with a sales and marketing agreement.

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there were 140,000 shares of common stock at $0.05 issued in connection with the conversion of $7,000 of a promissory note. There were also 202,429 shares of common stock at $0.0494 issued in connection with the conversion of $10,000 of a promissory note.

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there were 80,000 shares of common stock issued in connection with the conversion of NXOI Preferred C shares.

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the Company is currently analyzing the above transactions for proper accounting treatment.

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On June 18, 2015, the Company exchanged 3,115,000 common shares for 90.0 shares of RealBiz Holdings, Inc. pursuant to a Share Exchange Agreement. Also on June 18, 2015, the Company exchanged 885,000 common shares for 25.5 shares of RealBiz Holdings, Inc. pursuant to a Share Exchange Agreement. These 90 and 25.5 shares represented an approximate 15% ownership in RealBiz Holdings, Inc. The Company now owns 100% of all RealBiz Holdings, Inc. shares.

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One June 18, 2015, the Company issued 1,570,000 common shares to a former employee as full settlement of deferred compensation and accrued vacation owed to him.

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On May 5, 2015, the Company's Board of Directors approved the creation of a new Series C Preferred stock and on May 5, 2015, a certificate of designation was filed with the state of Delaware designating 1,000,000 shares with a par value of $0.001, a stated value of $5.00 per share and convertible into the Company's common stock at $0.05 per share. As of April 30, 2015, the Company had -0- shares of Convertible Preferred Stock Series C issued and outstanding. The Series C Preferred stock will bear dividends at a rate of 10% per annum and shall accrue on the stated value of such shares of the Series C Stock. Dividends accrue whether or not they have been declared by the Board of Directors. At the election of the Company, it may satisfy its obligations hereunder to pay dividends on the Series C stock by issuing shares of common stock to the holders of Series C stock on a uniform and prorated basis. Each share of Series C Stock is convertible at the option of the holder thereof at any time into a number of shares of Common Stock determined by dividing the Stated Value by the Conversion Price then in effect. The conversion price for the Series C Stock is equal to $0.05 per share. Each holder of Series C stock shall be entitled to the number of votes equal to one hundred (100) votes for each shares of Common Stock into which the Series C Stock could be converted into.

In the event of (a) the sale, conveyance, exchange, exclusive license, lease or other disposition of all or substantially all of the intellectual property or assets of the Company, (b) any acquisition of the Company by means of consolidation, stock exchange, stock sale, merger of other form of corporate reorganization of the Company with any other entity in which the Company's stockholders prior to the consolidation or merger own less than a majority of the voting securities of the surviving entity, or (c) the winding up or dissolution of the Company, whether voluntary or involuntary (each such event in clause (a), (b) or (c) a "liquidation event"), the Board shall determine in good faith the amount legally available for distribution to stockholders after taking into account the distribution of assets among, or payment thereof over to, creditors of the Company (the "net assets available for distribution"). The holders of the Series C stock then outstanding shall be entitled to be paid out of the net assets available for Distribution (or the consideration received in such transaction) before any payment or distribution shall be made to the holders of any class of preferred stock ranking junior to the Series C Stock or to the Common Stock, an amount for each share of Series C Stock equal to all accrued and unpaid Preferred Dividends plus the Stated Value, as adjusted (the "Series C Liquidation Amount"). Preferred stock dividends have not accrued or been declared since there were no outstanding Series C preferred shares as of April 30, 2015.

On June 19, 2015, the Company entered into an employment agreement with Thomas Grbelja pursuant to which Mr. Grbelja will serve as the Chief Financial Officer of the Company, effective June 23, 2015.

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On July 3, 2015, the Company terminated the employment of its Chief Revenue Officer - Steven Marques.