SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2016

SUBSEQUENT EVENTS [Text Block]

NOTE 12 – SUBSEQUENT EVENTS

Subsequent to year-end, the Company issued a total of 41,200,000 shares of common stock to a shareholder-creditor for payment of outstanding loans. The fair value of the shares was $114,190 based on the market price on the date of grant which settled loans payable shareholders of $27,995. Accordingly, the Company recognized a loss on settlement in the amount of $86,195. The Company issued 100,251,704 shares to lenders for conversion of $184,349 of debt and payment of $2,500 in fees and $86 in interest.

The Company issued a convertible note at 5% interest with a 1 -year maturity for proceeds of $52,500 including an original issue discount of $2,500.

The Company issued an additional $118,000 in convertible notes which was an assumption of promissory notes and loans owed by shareholder-creditors and thereby a reduction in loans payable shareholders for the same amount. The convertible notes have a 1 -year maturity and interest rate of 10%, with a conversion price being either the lower of $0.0008 and 60% of the lowest traded price during the 25 trading days preceding the conversion date or 60% of the lowest traded price during the 20 trading days preceding the conversion date On November 9, 2016, the Company, and Nanotech Industries Inc. entered into a Twelfth Amendment to the Licensing Agreement previously entered into by and between the Parties on July 12, 2010 whereby:

1.

Pursuant to the terms of the Licensing Agreement, the right of exclusivity for SFI Exclusivity shall be renewed for a period of 24 months from the date of execution of this Twelfth Amendment Agreement (“Renewal Period”).

2.

In consideration for the renewal of the SFI Exclusivity for the Renewal Period, NTI shall issue to the Licensor 600,000 Series B Preferred Shares and 3,000,000 warrants to purchase 3,000,000 Series B Preferred Shares with an exercise price of $0.00001 and expiring 10 years from the date of issuance (“Consideration”), to be paid at the time of execution of this Twelfth Amendment Agreement (“Deadline”). Should NTI not pay the Consideration within the Deadline, the SFI Exclusivity shall not be renewed.

Nanotech Industries Inc. exercised 286,500 warrants and purchased 286,500 Series B preferred shares.