NOTE 18. SUBSEQUENT EVENTS

In accordance with ASC 855-10, we have analyzed our operations subsequent to September 30, 2015 to the date of these financial statements were issued, and have determined that we do not have any material subsequent events to disclose in these financial statements other than the events discussed above.

On October 26, 2015 (the “Effective Date”), we entered into a Promissory Note (the “Note”) with Robert Saucier, our Chief Executive Officer, pursuant to which we had agreed to repay a loan of $500,000 made by Mr. Saucier to us.  Under the terms of the Note, $590,000 shall be due on or before on year from the Effective Date, unless we pay Mr. Saucier $535,000 on or before six months from the Effective Date, in which case we will have fulfilled all of our obligations under the Note. The Note was filed as Exhibit 10.1 to our Form 8-K filed with the SEC on October 28, 2015.

On November 14, 2015, the Board of Directors approved a new Employment Agreement and Indemnification Agreement (Collectively, the “Employment Agreement”) with Gary A. Vecchiarelli, our Chief Financial Officer, extending through the period of December 31, 2018.  Mr. Vecchiarelli’s annual base salary will be $180,000 and he will be eligible for bonus compensation up to 50% off his base salary, with a guaranteed minimum of 10%.  Additionally, Mr. Vecchiarelli has the option to use up to 50% of his bonus compensation to purchase shares of our common stock at a 50% discount.  Mr. Vecchiarelli will also receive a grant of 150,000 shares of restricted common stock and 150,000 options to purchase restricted common stock.  The options have a strike price equal to the closing price of the Company’s common stock on the date of the grant.  Both the grant of restricted common stock and options will vest beginning June 30, 2016 in six month periods through December 31, 2018.  The foregoing summary of the terms of the Vecchiarelli Agreement is qualified in its entirety to the actual terms of the employment agreement, which is attached herto as Exhibit 99.2 and its incorporated herein by reference.