Item 1.02 Termination of Material Definitive Agreement.

On May 8, 2012, the Company entered into a Subscription Agreement to sell $1,000,000 Series A Convertible Preferred Shares in increments to an accredited investor. An aggregate of $400,000 of the Series A Convertible Preferred was funded to date, The entire agreement between the parties, containing all of the terms and conditions of the Agreement, is set forth in an 8K filed with the Securities and Exchange Commission on May 10, 2012.

On January 8th, 2013, the Company and the accredited investor mutually agreed to terminate the Subscription Agreement for the remaining $600,000. The Company did not incur any termination penalties.