Item 1.01 Entry into a Material Definitive Agreement

On or about February 24, 2016, we entered into a Senior Secured Credit Facility with TCA Global Credit Master Fund, LP (the “TCA Agreement”). Pursuant to §2.5(f) of the TCA Agreement, the Company was obligated to pay an advisory fee of $300,000 USD. In lieu of the cash payment, TCA Global Credit Master Fund, LP (“TCA”) agreed to take 1,782,000 shares of Common Stock restricted in accordance with Rule 144 (the “Advisory Fee Stock”). The issuance of the Advisory Fee Stock was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. Under the Agreement, once the Advisory Fee Stock meets the requirements of Rule 144, TCA may sell the Advisory Fee Stock until such time as they have received $300,000 in gross proceeds. At that time, TCA is obligated to return any remaining shares of Advisory Fee Stock back to the Company for cancellation into treasury. TCA is an accredited investor as defined under Regulation D, Rule 501, familiar with our corporate operations, and there was no general solicitation. This transaction was approved by Written Consent of the Board of Directors through authority set forth in our Articles of Incorporation, corporate bylaws, and §78.315 of the Nevada Revised Statutes. The Advisory Fee Stock was issued on or about March 4, 2016, and was fully paid and non-assessable upon execution of the TCA Agreement.