Item 1.01. Entry into a Material Definitive Agreement.

On December 13, 2012, the Company and Agile Opportunity Fund, LLC ("Agile"), entered into a License Agreement whereas Agile will have a worldwide non-exclusive license to reproduce, manufacture, distribute, sell and otherwise make use of the Company's logos, trade names and trademarks. Agile will pay the Company a 2% royalty on gross revenues. The Company has a note payable to Agile dated November 2010.

Item 5.01. Changes in Control of Registrant.

On December 20, 2012, Globanc Corporation ("Globanc") sold 20,000,000 shares of restricted common stock and 23,124,330 shares of Series A preferred stock of the Company (collectively the "Purchased Shares") to Ventco, Inc. ("Ventco"). The Purchased Shares, with the super voting rights of the preferred stock (ten votes per share), as of December 20, 2012, control 65.0% of the outstanding votes of the Company's outstanding shares.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Resignation of Director. On December 17, 2012, David Propis resigned as a Director of the Company. Mr. Propis will be working with the Company under a licensing agreement as discussed in Item 1.01.