ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

As previously reported in the Registrant's Current Report on Form 8-K, on May 28, 2008, the Registrant entered into an Asset Purchase Agreement ("Agreement") with Alternecare Health Products, Inc. ("Alternecare") pursuant to which the Registrant agreed to acquire certain inventory, promotional materials, displays and exhibits, customer lists, existing relationships with manufacturers and customers, trademark and website in exchange for 250,000 restricted shares of the Registrant's common stock and a one-year promissory note payable to Alternecare in the principal amount of $50,000.

Inasmuch as SEC regulations required the Registrant to provide pro forma financial information regarding the Registrant and Alternecare for two prior fiscal years, the Registrant made an attempt to have the books and records of Alternecare audited. However, due to the lack of reliable records of inventory and other account activity, the Alternecare audit could not be completed. Consequently, Alternecare and the Registrant agreed to cancel the Agreement effective July 31, 2008. Alternecare delivered the signed cancellation agreement to the registrant on August 1, 2008. Alternecare has returned the stock certificate and promissory note that had been issued to it to the Registrant.