Item 1.01 Entre into a Material Definitive Agreement

Effective August 27, 2012, we entered into an Asset Purchase Agreement (the "Agreement") with One Health Urgent Care, Inc., an Arizona corporation, and our wholly owned subsidiary, ("One Health"); MCS Ventures I, PC., MCS Ventures II, PC., MCS Ventures III, PC., MCS Ventures IV, PC., MCS Ventures V, PC., MCS Ventures VI, PC. and MCS Ventures VII, PC (the "Sellers"). Pursuant to the Agreement, One Health has agreed to purchase the assets and certain liabilities of the Sellers for a purchase price of 5,000,000 restricted shares of our common stock. We are obligated to issue additional shares of our common stock to the Sellers if certain conditions are not met over the first three years following the Closing.

The parties are now in the process of conducting due diligence in accordance with the Agreement and have agreed to use their best efforts to effectuate the Closing to the Agreement no later than September 6, 2012.

In addition, upon the Closing of the Agreement, Dr. Michael Blumhoff, CEO of the Sellers will be appointed as one of our directors and as an officer and director of One Health. We intend to file a current report on Form 8-K at the time of the appointments.