NOTE 9

SUBSEQUENT EVENT

On April 9, 2015, pursuant to a Stock Purchase Agreement, Engage International Technology Co. Ltd. (“Engage International”) acquired from James S. Byrd, Jr. (“Byrd”) and Douglas S. Hackett (“Hackett”), who are shareholders of the Company, a total of 16,462,505 shares of the Company’s common stock, representing 75.61% of the Company’s issued and outstanding shares. Following the transaction, a change in control of the Company has occurred. The newly appointed Chairman and CEO of the Company after the change of control is also the Chairman of the Chinese joint venture of which the Company owns 30% of interest.

On April 9, 2015, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Engage International pursuant to which Engage International purchased 1,100,000 shares of the Company’s restricted common stock, at the price of $0.50 per share for a total purchase price of $550,000 of which $100,000 was received during March 2015 (the “Offering”). The issuance of the shares under the Offering was in reliance upon the exemptions from securities registration afforded by Regulation S promulgated under Regulations of the Securities Act of 1933, as amended. The sole purpose and objective of the Offering is to use the proceeds received from the Offering to pay off certain outstanding debts, loans, obligations and liabilities of the Company in the total amount of approximately $550,000, within three (3) business days of the closing of the Offering.

On April 6, 2015, the Company issued 110,000 shares of common stock to Michael Jerkins pursuant to the conversion of his $50,000 note with the Company, and 100,000 shares of common stock to Eric A. Fellows in exchange for the options issued to him by the Company.

From April 1, 2015 to April 9, 2015, in anticipation of and in connection with the share purchase by Engage International and subsequent change of control of the Company, the Company has cancelled all options and warrants then outstanding with the consent of the holders. As of April 9, 2015, the Company had no outstanding or authorized options and warrants.