Item 1.01 Entry into a Material Definitive Agreement

On February 12, 2013, we signed an amendment to our Separation Agreement with Mr. Scott Boyes, our former CFO (the "Amendment") . Pursuant to the Amendment, our CEO, Mr. Hrair Achkarian, agreed to transfer Mr. Boyes 500,000 shares of his personal common stock as a replacement for the Company having to issue new common shares as required in the original Agreement. As a result, we are no longer required to issue shares to Mr. Boyes under the Agreement.

The foregoing description of the Agreement and Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement as previously filed and the Amendment as provided in Exhibit 10.1, attached hereto and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 22, 2013, pursuant to the above Agreement, Scott Boyes is no longer serving as our Chief Financial Officer, Treasurer, Secretary and Director. Mr. Boyes' departure with our company was not the result of any disagreements with us regarding operations, policies, accounting practices or otherwise.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description
10.1 Separation Agreement, dated January 22, 2013(1)
10.2 Amendment to Separation Agreement, dated February 12, 2013

(1) Incorporated by reference to the Current Report filed on Form 8-K with the U.S. Securities and Exchange Commission on January 22, 2013.