Item 1.01 Entry into a Material Definitive Agreement

On September 3, 2012, we effectuated the closing of the 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.