NOTE 13 – SUBSEQUENT EVENT

Shares issued cash and subscription receivable

On July 11, 2019, the Company entered into a Subscription Agreement with an accredited investor whereby the investor agreed to purchase 2,000,000 unregistered shares of the Company's common stock, par value $0.001 for $80,000, or $0.04 per share. On July 15, 2019, the Company received the cash proceeds of $80,000.

On July 17, 2019, the Company entered into two Subscription Agreements with an accredited investor whereby the investor agreed to purchase 3,125,000 unregistered shares of the Company's common stock, par value $0.001), and 625,000 unregistered shares of common stock for $125,000, and $25,000, respectively, or $0.04 per share. On July 22, 2019, the Company received cash proceeds of $75,000 towards these subscriptions and has a subscription receivable of $75,000.

On July 29, 2019, the Company entered into a Subscription Agreement with an accredited investor whereby the investor agreed to purchase 2,000,000 unregistered shares of the Company's common stock, par value $0.001 for $100,000, or $0.05 per share. On July 31, 2019, the Company received the Subscription Amount.

Shares issued for deferred compensation

On July 12, 2019, the Company's Chief Executive Officer, elected to convert $80,000 of deferred compensation owed to him into 2,000,000 shares of the Company's common stock at $0.04 per share. On July 18, 2019, the Company's President and Chief Operating Officer, elected to convert $80,000 of deferred compensation owed to him into 2,000,000 shares of the Company's common stock at $0.04 per share. The fair market value of these shares of $0.04 per share is based on contemporaneous common share sales. Since the deferred compensation was converted at fair value, no gain or loss was recorded. These shares are issued under the Company's 2018 Long-Term Incentive Plan and will vest on May 1, 2020.

On July 18, 2019, two employees of the Company elected to convert an aggregate of $24,000 of deferred compensation owed to them into 600,000 shares of the Company's common stock at $0.04 per share, the fair market value of these shares based on contemporaneous common share sales. Since the deferred compensation was converted at fair value, no gain or loss was recorded. These shares are issued under the Company's 2018 Long-Term Incentive Plan and will vest on May 1, 2020.

On July 29, 2019, the Company's Chief Executive Officer, elected to convert $40,000 of deferred compensation owed to him into 800,000 shares of the Company's common stock at $0.05 per share. On July 29, 2019, the Company's President and Chief Operating Officer, elected to convert $50,000 of deferred compensation owed to him into 1,000,000 shares of the Company's common stock at $0.05 per share. The fair market value of these shares of $0.05 per share is based on contemporaneous common share sales. Since the deferred compensation was converted at fair value, no gain or loss was recorded. These shares are issued under the Company's 2018 Long-Term Incentive Plan and will vest on May 1, 2020.

Shares issued for services

On July 29, 2019, the Company entered into restricted stock award agreements (the "Restricted Stock Award Agreements") with executive officers and employees. Pursuant to the Restricted Stock Award Agreements, the Company agreed to grant restricted stock awards for an aggregate of 10,500,000 common shares of the Company which were valued at $525,000, or $0.05 per common share, based on contemporaneous common share sales. These shares will vest on May 1, 2020. If the employee's employment is terminated for any reason, these shares will immediately be forfeited. In the event of a change of control, the employee shall be 100% vested in all shares of restricted shares subject to these Agreements. Each executive officer and employee shall have the right to vote the restricted shares awarded to them and to receive and retain all regular dividends paid in cash or property (other than retained distributions), and to exercise all other rights, powers and privileges of a holder of shares of the stock, with respect to such restricted shares, with the exception that (a) the employee shall not be entitled to delivery of the stock certificate or certificates or electronic book entries representing such restricted shares until the shares are vested, (b) the Company shall retain custody of all retained distributions made or declared with respect to the restricted shares until such time, if ever, as the restricted shares have become vested, and (c) the employee may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the restricted shares. These shares shall be considered outstanding for legal purposes but shall be excluded from basic earnings per share until vesting occurs.