Subsequent stock issuances

On July 15, 2013, the Company issued 125,000 shares of its common stock for services rendered.

Material Agreements

Fresh Start Private Midwest LLC License

The Board of Directors authorized the execution of a five year license agreement dated July 31, 2013 (the “License Agreement”) with Fresh Start Private Midwest LLC, a Nebraska limited liability company (“Fresh Start Midwest”). The Company is involved in establishing alcohol rehabilitation and treatment center and has created certain alcohol therapeutic and rehabilitation programs (the “Counseling Programs”) consisting of a Naltrexone implant that is placed under the skin in the lower abdomen coupled with life counseling sessions from specialized counselors (the “Naltrexone Implant”). The Company has an exclusive license with Trinity Rx pursuant to which Trinity Rx provides the Company with Naltrexone Implant.

In accordance with the terms and provisions of the License Agreement: (i) the Company shall grant to Fresh Start Midwest for the territory consisting of the State of Nebraska (the “Territory”) an exclusive license to use and distribute the Counseling Programs and certain products, including the Naltrexone Implant, constituting the Fresh Start Private Alcohol Rehabilitation Program; and (ii) Fresh Start Midwest shall pay to the Company on a monthly basis as consideration for the grant of the license, the greater of: (a) $5,000 for each month of the term of the License Agreement; or (b) 20% of the revenue generated by Fresh Start Midwest or any entity (a third party seller) distributing the Naltrexone Implant or the Counseling Program during any month of the term of the License Agreement.

Fresh Start NoCal License and Distribution Agreement

The Board of Directors authorized the execution of a license and distribution agreement dated August 2, 2013 (the “Distribution and License Agreement”) with Fresh Start NoCal LLC, a California limited liability company (“Fresh Start NoCal”). In accordance with the terms and provisions of the Distribution and License Agreement: (i) the Company shall grant to Fresh Start NoCal an exclusive license for the territory consisting of the forty-eight most northern counties of the state of California (the “Territory”) to use and distribute the Counseling Programs and certain products, including the Naltrexone Implant; (ii) Fresh Start NoCal shall pay to the Company a one-time payment of $334,000 and a maximum of $1,000,000 (the “Up-Front License Fee”); and (iii) 40% of the gross revenues (the “Revenue Royalty Rate”).

The Up-Front License Fee shall be adjusted as follows: (1) if $500,000 is paid as the Up-Front License Fee, the Revenue Royalty Rate shall be reduced to 30% and for every one dollar in excess of $500,000 but no more than $1,000,000 paid to the Company for the Up-Front License Fee, the Revenue Royalty Rate shall be reduced by 0.00004%.

In order to maintain the exclusivity of the license granted to Fresh Start NoCal, the total minimum Revenue Royalty Rate paid by Fresh Start NoCal to the Company on or before the second anniversary of the opening of any clinic in the Territory shall be greater than $80,000. Thereafter, the total minimum Revenue Royalty Rate paid by Fresh Start NoCal to the Company for each calendar year commencing on the second anniversary of the opening of any clinic in the Territory shall not be less than $80,000.