Commitments and Contingencies

The Company entered into a sublease agreement with

effective

July 1, 2015

subject to the terms and conditions of the office lease between

and Teachers Insurance and Annuity Association of America for approximately

1,502

square feet of office space at

5430

LBJ Freeway, Dallas, Texas. On

August 28, 2017,

the Company acquired and was assigned all right, title and interest in the lease from

G2.

September 19, 2017

the Company amended the lease to expand its space by approximately

336

square feet for a total of

1,838

square feet and extended the expiration date to

September 30, 2022.

January 1, 2019

the Company adopted ASC

842

requiring this lease to be recorded as an asset and corresponding liability on its balance sheet. The Company records rent expense associated with this lease on the straight-line basis in conjunction with the terms of the underlying lease. During the

nine

months ended

September 30, 2019

and

2018

we incurred

$39,732

and

$45,299,

respectively, in office rental expense. Future minimum rental payments under the extended lease for years ending

December 31,

are:

2019	$	14,037
2020		59,004
2021		61,800
2022		46,863

June 18, 2018

the Company entered into a letter agreement with IC Ventures, Inc. (“ICV”), pursuant to which the Company retained ICV to provide strategic advisory services for marketing and financial matters relating to investment and acquisition issues which services commenced

July 1, 2018.

The agreement provided for a

twenty

-month (

) month term and that ICV would be compensated monthly in Company common stock valued

at$20,000

with such compensation to be increased by

$15,000

in cash for a

twelve

-month period during the term, payable in cash beginning on the earlier of (i) the election by the Company or (ii) the

sixth

full month following the execution of the agreement. The agreement also provided that ICV would be issued

920,000

shares of the Company’s common stock if listing on NASDAQ is achieved during the term of the agreement and ICV shall be paid a closing fee of

1.5%

of gross proceeds or a minimum of

$500,000

if the Company should be acquired during the term of the agreement or within

months of the termination of the agreement. On

December 18, 2018

the Company terminated the agreement and during the quarter ended

September 30, 2019

issued

13,830

shares of common stock in settlement of the

$128,000

due to ICV.

The Company engaged software design consulting services from a vendor for its Blackbox System which the Company found did

not

meet its standards and entered into negotiations to dispute the services rendered. The entity providing these services sought satisfaction through a complaint with the State of California for the disputed amount and a judgement in favor of the plaintiff/vendor was granted in the amount of

$29,523.

This amount represents

$24,920

for the disputed services, interest of

$2,200

and legal costs of

$2,403.

The Company is optimistic that a negotiated settlement of the judgement

may

be reached. The aggregate of the judgement of

$29,523

is included in accounts payable as of

September 30, 2019.

March 6, 2019

the Company entered into a letter agreement with Boustead Securities (“Boustead”), pursuant to which the Company retained Boustead to provide exclusive financial advisory services relating to corporate development, investment and acquisition issues. The agreement provides for an engagement fee of

$20,000

due upon execution of the agreement;

$5,000

upon the closing of any pre-initial public offering (“IPO”) financing and

$25,000

upon the closing of the IPO. The agreement also provides for cash success fees should any business combination transactions or debt financing be achieved. Additionally, Boustead will earn warrants for purchase of the Company’s common stock for each debt financing transactions and success fees for any equity financing or initial public offering.

The Company is

not

currently a defendant in any material litigation or any threatened litigation that could have a material effect on the Company’s financial statements.