NOTE 18 – SUBSEQUENT EVENTS

On February 20, 2015, the Company issued 25,000 shares of common stock to a consultant for accounting and filing related services. Shares vested on issuance and were valued at $25,000.

On March 17, 2015 the Company entered into a 1-year convertible promissory note in the amount of $50,000 with a current shareholder.  The note bears an interest rate of 12% per annum until the entire Principal Amount is paid in full.  The Holder may convert at any time with 5 day notice at 50% of the average closing bid prices on the primary market on which the Common stock is quoted.  The note may be prepaid at any time with no penalty or premium upon giving the holder 15 days advance notice.

On March 31, 2015, the Company filed an Amendment to Articles of Incorporation with the Secretary of State of Florida regarding the following:

1)       Combine Class A Common Stock and Class B Common Stock into Common Stock;

2)       Increase the authorized shares of Common Stock to 500,000,000 shares, par value $0.001; and

3)       Increase the authorized shares of Preferred Stock to 10,000,000 shares, par value $0.001

Also, on March 31, 2015, the Board of Directors approved the following actions:

1.   Authorization to issue up to 501,811 shares of common stock upon the conversion of $ __________ outstanding notes, which the Company specifically is authorized to make convertible, with two  note holders who are also shareholders and have agreed to convert their notes in conjunction with the merger of Duos and ISA

2.   Authorization  to issue up to a 390,626 shares of common stock in connection with the conversion of a further $250,000 in notes payable for which the Company expressly has made convertible.

3.   Authorization to issue up to 312,500 shares of common stock in connection with the payment of up to $107,500 for accounts payable and future services to be rendered in the next 12 months relating to investor relations, capital markets consulting and Securities and Exchange Commission’s filings, including Edgarizing costs.

4.   Authorization to issue up to 127,366 shares of common stock in exchange for outstanding warrants and 14,750 shares  in exchange for outstanding stock options which will comply with the covenant in the Merger Agreement with Duos that no warrants or option shall be in effect as of the closing of the merger.

5.   Authorization that the Company shall issue up to 175,044 shares of common stock in full payment of accrued executive salaries, it being understood that the total amount owed had not yet been finalized and to issue up to 170,000 shares of common stock to its executive officers and directors as compensation for services and (in the case of executives) discretionary bonuses awarded by the board.

6. Authorization that the Company shall issue up to 87,125 shares in exchange for a convertible note that is currently in default.

On April 1, 2015, the Company completed the reverse triangular merger, pursuant to the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”) among Duos Technologies, Inc., a Florida corporation (“Duos”), the Company and Duos Acquisition Corporation, a Florida corporation and wholly owned subsidiary of the Company (“Merger Sub”). Under the terms of the Merger Agreement, Merger Sub merged with and into Duos, with Duos remaining as the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”). The Merger was effective as of April 1, 2015, upon the filing of a copy of the Merger Agreement and articles of merger with the Secretary of State of the State of Florida (the “Effective Time”) , whereby Duos became a wholly owned subsidiary of the Company. As part of the merger agreement and based upon a final ISA share count outstanding and issuable of 2,500,000 shares based on the 1 for 200 reverse split, ISA confirmed to Duos executives that it would receive 60,000,000 shares to distribute among its shareholders. The Company intends to carry on Duos’ business as a line of business following the Merger. The Company also intends to continue its existing operations through its existing wholly owned subsidiary, TrueVue 360, Inc. The merger is being accounted for as a reverse merger with the Company deemed to be the acquired company for accounting purposes.  This determination is based on Duos shareholders obtaining 96% voting control as well as management and Board control of the combined entity.

On April 9, 2015 the Company‘senacted1 for 200 reverse stock split was made effective by FINRA. All share numbers in these consolidated statements are retroactively restated herein except where noted.