Computer Vision Systems Laboratories Corp. (Form: 8-K, Received: 10/01/2012 17:26:11)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 25, 2012

Computer Vision Systems Laboratories, Corp.

(Exact name of registrant as specified in its charter)

Florida	00-52818	45-4561241
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation or organization)		Identification No.)

2400 North Dallas Parkway, Suite 230, Plano, Texas 75093

(Address of principal executive offices and zip code)

(972) 398-7100

(Registrant’s telephone number, including area code)

101 Plaza Real South, Suite 201S, Boca Raton, Florida 33432

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

As used in this Current Report on Form 8-K (this “Current Report”), unless the context otherwise requires, the terms “we,” “us,” “our” and the “Company” refer to Computer Vision Systems Laboratories, Corp., a Florida corporation, and its wholly-owned subsidiary, Happenings Communications Group, Inc., a Texas corporation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this Current Report, including statements regarding future events, future financial performance, business strategy, and our plans and objectives for future operations and acquisitions, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only expectations and involve known and unknown risks, uncertainties and other factors, including the risks set forth under the heading “RISK FACTORS” in our disclosures below and those set forth in other documents we file with the Securities and Exchange Commission (the “SEC”), which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements to differ from expectations. Moreover, we operate, and anticipate acquiring companies that operate, in very competitive and rapidly changing industries. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statement.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our prospects, business activities, cash flow, financial condition, results of operations and stock price, as well as our business strategy, short-term and long-term business operations, and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those set forth in this Current Report under the heading “RISK FACTORS” in our disclosures below and those set forth in other documents we file with the SEC that may be incorporated into this Current Report by reference. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Current Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not place undue reliance on any forward-looking statement, each of which speaks only as of the date of this Current Report. Before you invest in us, you should be aware that the occurrence of the events contemplated by the disclosures in this Current Report could negatively affect, among other things, our prospects, business activities, cash flow, financial condition, results of operations and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of our forward-looking statements herein after the date of this Current Report to conform our statements to actual results or changed expectations.

Item 1.01 Entry into a Material Definitive Agreement .

The disclosures set forth in Item 2.01 of this Current Report are incorporated into this item by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets .

Completion of Initial Share Exchange

First Tranche Closing

In our Current Report on Form 8-K filed with the SEC on August 30, 2012, we disclosed our entry into a Share Exchange Agreement, dated August 24, 2012 (the “Share Exchange Agreement”), by and among the Company, Happenings Communications Group, Inc., a Texas corporation (“HCG”), and Rochon Capital Partners, Ltd., a Texas limited partnership (“Rochon Capital”).

On September 25, 2012, we completed the initial share exchange contemplated by the Share Exchange Agreement (the “Initial Share Exchange”) and related transactions. At the closing for the Initial Share Exchange and related transactions (the “First Tranche Closing”), in exchange for all of the outstanding capital stock of HCG (the “HCG Stock”) owned by Rochon Capital, we issued to Rochon Capital 438,086,034 shares of our common stock, $0.0001 par value per share (“Common Stock”), representing approximately 90% of our issued and outstanding capital stock. The Initial Share Exchange resulted in a change in control of the Company, and the holders of our outstanding Common Stock immediately before the Initial Share Exchange experienced significan t dilution from such event. In addition, HCG became our wholly-owned subsidiary as part of the First Tranche Closing.

On September 25, 2012, we issued a press release announcing the closing of the Initial Share Exchange. A copy of this press release is attached hereto as Exhibit 99.6 and incorporated herein by reference.

Amendment to Articles of Incorporation

As contemplated by the Share Exchange Agreement, the holders of a majority of our issued and outstanding shares of Common Stock immediately before the First Tranche Closing, have, by written consent, approved an amendment (the “Amendment”) to our Articles of Incorporation to: (a) increase our authorized shares of Common Stock from four hundred ninety million (490,000,000) to five billion (5,000,000,000) and (b) change our name. The Amendment will be described in a definitive Information Statement on Schedule 14C to be provided to our shareholders.

Amendment to Bylaws

Effective September 28, 2012, we adopted an Amendment to our Bylaws to provide for mandatory indemnification of, and advancement of expenses to, our directors and executive officers. The foregoing description of the Amendment to Bylaws is qualified in its entirety by reference to the full text of the Amendment to Bylaws, the form of which is attached hereto as Exhibit 3.3 and incorporated herein by reference.

Second Tranche Closing

Pursuant to the Share Exchange Agreement, the second closing of the transactions contemplated by the Share Exchange Agreement (the “Second Tranche Closing”) will occur on the later of: (i) the twentieth business day following the date on which we file with the SEC and mail to our shareholders a definitive Information Statement on Schedule 14C with respect to the Amendment; (ii) the date FINRA approves the Amendment; or (iii) the first business day following the satisfaction or waiver of all conditions and obligations of the parties to consummate the transactions contemplated by the Share Exchange Agreement, or on such other date and at such other time as the parties may mutually determine.

At the Second Tranche Closing, pursuant to the Share Exchange Agreement, we will issue additional shares of our Common Stock to Rochon Capital, also in exchange for the outstanding HCG Stock delivered to the Company by Rochon Capital at the First Tranche Closing, so that Rochon Capital will own 95% of our outstanding Common Stock on a fully-diluted basis as of such time.

Management Changes

In connection with the First Tranche Closing, we experienced a change in the composition of our Board of Directors and a change in our officers. Effective as of the First Tranche Closing, Thomas DiCicco, Michael DiCicco and Douglas Miscoll resigned their respective director positions with the Company. In addition, Thomas DiCicco resigned as our President and Chief Executive Officer and Michael DiCicco resigned as our Vice President. As contemplated by the Share Exchange Agreement, our outgoing Board of Directors appointed John P. Rochon as our sole director and Chairman of our Board of Directors, effective as of the date of (but immediately after) the First Tranche Closing. The vacancies on our Board of Directors have not been filled. Mr. Rochon expects to elect additional directors. Additionally, effective as of the First Tranche Closing, our Board of Directors elected Mr. Rochon as our Chief Executive Officer. Mr. Rochon’s biographical information and experience are described under the heading “DIRECTORS AND OFFICERS” in our disclosures below.

Indemnification Agreements

As of the date of the First Tranche Closing, pursuant to the Share Exchange Agreement, we entered into an Indemnification Agreement with Mr. Rochon (the “Indemnification Agreement”). A description of the material terms of the Indemnification Agreement is set forth under the heading “INDEMNIFICATION OF DIRECTORS AND OFFICERS” in our disclosures below.

Registration Rights Agreement

At the First Tranche Closing, pursuant to the Share Exchange Agreement, we entered into a Registration Rights Agreement with Rochon Capital (the “Registration Rights Agreement”). A description of the material terms of the Registration Rights Agreement is set forth under the heading “DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED” in our disclosures below.

Covenants

Until the first anniversary of the Second Tranche Closing, pursuant to the Share Exchange Agreement, we may not implement a reverse stock split; provided, however, we may implement a reverse split before such time if the reverse split is approved in connection with or following our acquisition, in exchange for shares of our Common Stock, of another business with trailing twelve (12) month revenues of at least $15,000,000. In any permitted reverse stock split, the ratio of the reverse split shall be at a ratio not greater than 1-for-10.

Pursuant to the Share Exchange Agreement, from and after the Second Tranche Closing and until the earlier of (i) the first anniversary of the Second Tranche Closing or (ii) the first date that we have acquired a business or company with trailing twelve (12) month revenues of at least $25,000,000, other than the issuance of shares of our Common Stock to be issued to Rochon Capital at the Second Tranche Closing, we will

not issue shares of our Common Stock to any person or entity unless such issuance is in exchange for the assets or equity of another entity that is not an affiliate of Rochon Capital and either has assets of at least $1,000,000 or trailing twelve (12) month revenues of at least $2,000,000 (an “Acquisition”); provided, however, that we may declare stock dividends and issue shares of our Common Stock to Rochon Capital or its affiliates for other than cash in an amount not to exceed 10% of the shares of our Common Stock issued pursuant to all Acquisitions. The foregoing restrictions do not restrict us from issuing our 10,000,000 shares of blank check preferred stock.

Other Information

Shares of our Common Stock trade on the OTC Markets OTCQB under the symbol, “CVSL.”

The source of funds for Rochon Capital’s acquisition of the Company through the Initial Share Exchange was the HCG Stock.

Additional Disclosure

The following information should be read in conjunction with the financial statements included in this Current Report.

BUSINESS

Corporate Overview and Current Plans

We are a Florida corporation originally formed in the State of Delaware on April 26, 2007. We converted into a Florida corporation on June 15, 2011.

We have been developing and have sought to commercialize our maneuverable-coiled guidewire products and the Sentinel BreastScan (collectively, our “Medical Products,” and the business regarding the Medical Products being our “Medical Product Business”). In addition, through our ownership of HCG, we operate a publishing and advertising business.

We are evaluating whether and how to continue the development and commercialization of our Medical Products, and currently are not dedicating any efforts toward, are not expending any efforts on, and do not have any employees or consultants engaged with respect to, our Medical Products Business. We anticipate continuing to operate HCG’s business in substantially the manner that HCG’s business operations currently are conducted.

A significant amount of Mr. Rochon’s time and efforts are focused currently on our plan to pursue acquisitions of other unaffiliated entities, primarily privately-held direct-selling companies, and potentially companies engaging in businesses related to direct-selling, in which we expect shares of our Common Stock will be exchanged for all, or a portion of, the outstanding equity of such entities, or other consideration will be provided by us to permit our acquisition of such entities. These transactions additionally may involve obtaining significant debt financing.

In considering appropriate acquisition targets, we anticipate that we will evaluate companies of varying sizes, generally in the range of $100 million or more in annual revenue. We do not plan to limit our acquisition opportunities to companies of this size, however, and expect to evaluate smaller companies in our targeted space from time to time, particularly companies that management believes are accretive or otherwise add value to one or more of our businesses. We generally plan to consider companies that are currently profitable and looking to enhance their growth, as well as companies that have experienced financial and operational difficulties and can, in our opinion, be strengthened by improved strategic and tactical guidance. We generally will focus on companies that have product lines for the home, for health and wellness, and for beauty.

Medical Products Business

As of the date of this Current Report, we have no customers and are not marketing, or taking any other actions concerning, our Medical Products. To commence any distribution of our Medical Products, we must finalize our Medical Product designs, engage manufacturers to manufacture our Medical Products and establish and maintain approvals from the U.S. Food and Drug Administration (“FDA”). We currently have no plans to, nor do we have the expertise to, conduct any of these activities.

Guidewire

We originally were formed to engage in the licensing, manufacturing and distribution of a maneuverable-coiled guidewire.

We hold a patent from the United States Patent and Trademark Office which was granted on November 28, 2006, entitled the “Maneuverable-Coiled Guidewire” (United States Patent No. 7,141,024). The invention is characterized by a maneuverable-coiled guidewire. Our guidewire is a slender flexible metal wire with a very soft tip (usually made of a coil) that can be bent before its insertion into an individual’s arteries.

In January 2012, we fabricated a new lot of first generation guidewires and continued to refine our manufacturing process for higher volume yield. At that time, we also began fabrication of a second generation guidewire, worked on development of new fabrication techniques and conducted evaluations of the various methods of fabrication techniques.

After fabrication of our guidewire, we identified potential products for the guidewire technology and selected trademark names. We have applied for registration of the marks “Glidewinder” and “Drivewire” with the United States Patent and Trademark Office. Since February 2012, our marketing representative has met with representatives of six companies to demonstrate samples of our guidewire products. Since our fabrication of the first generation guidewire, we have sent samples to eight additional companies who expressed an interest in the products.

Our former Chief Executive Officer, Thomas DiCicco, contacted manufacturers and entered into ten non-disclosure agreements in order for these manufacturers to receive and review samples of our guidewire device. In February 2012, Mr. DiCicco provided the first live demonstration of our working guidewire products to a neurosurgeon experienced with the use of guidewires in neurosurgery. Mr. DiCicco also gave a live demonstration of our working guidewire products to the chief executive officer of a major manufacturer of guidewire products.

In January 2012, we consulted with a neurosurgeon on the design and utility of the guidewire. This consultation resulted in us filing for two additional United States patents for the design of the guidewire. We filed a provisional patent application on February 15, 2012, which was assigned application number 61/599,064, and we filed a second provisional patent application on March 28, 2012, which was assigned application number 61/616,528. Both applications covered what we believe to be improved and alternative techniques for the guidewire tip activation, a hand held torqueing device and remedies for potential shortcomings in our main guidewire patent.

From March 31, 2012 through June 30, 2012, we continued to work with third parties to test manufacturing techniques that we anticipated would improve our guidewire yield.

We selected Mound Laser to manufacture two different prototype designs for our guidewire tip and placed a purchase order for the two prototype designs on January 6, 2012. In July 2012, we provided the two prototype tips manufactured by Mound Laser to Custom Wire Technologies for final fabrication and testing of the new design. We sought to obtain quotes for similar tip fabrication for a much smaller diameter guidewire, which we believe is better suited for applications in neurosurgery.

Sentinel BreastScan

On July 11, 2011, we entered into an agreement (the “License Agreement”) with Infrared Sciences Corp., a Delaware corporation (“Infrared”), controlled by Thomas DiCicco, our former Chief Executive Officer, a former director, and immediately before the First Tranche Closing, the holder of approximately 25% of our outstanding Common Stock. Pursuant to the License Agreement we: (i) obtained an exclusive ten-year worldwide license to use, develop, modify and commercialize certain non-patented technology, equipment and other property known as the Sentinel BreastScan and (ii) acquired rights to use, license and commercialize the “Infrared Sciences,” “Sentinel Breast Scan” and “BreastScan IR” trademark and/or service marks. Under the terms of the License Agreement, we were required to pay $250,000, of which $75,000 remains outstanding. The Sentinel BreastScan technology develops high resolution digital infrared imaging for potential breast cancer detection.

The Sentinel BreastScan is designed to be a non-invasive screening system that serves as an adjunct to conventional breast cancer detection modalities, including clinical breast examinations, which provide information to doctors on overall breast health. Infrared imaging is a non-invasive technique completely free of the dangers associated with x-ray radiation. High resolution dynamic digital infrared imaging is complementary to X-ray and magnetic resonance imaging (“MRI”). MRI and Computerized Tomography (CT) scans and x-ray mammograms demonstrate structural elements and their anatomical relationships in the body, while high resolution dynamic digital infrared imaging reveals the ongoing physiological processes associated with blood supply and angiogenesis within the body.

The Sentinel BreastScan is designed to provide infrared imaging data of the portions of the human body under examination, analyze the data and recover meaningful physiological information from the data to support clinical judgment. The processed image, with sites of specific interest clearly identified, provides the physician a graphic summary of the test data in real time as well as a written report. The Sentinel BreastScan uses a Windows-based, graphical user interface that provides ease of operation and includes features such as on-screen prompts, keyboard and mouse activated controls, as well as maximum hands-off program automation.

The Sentinel BreastScan consists of a computer that is loaded with proprietary software, an infrared camera, an air conditioning unit and a specially constructed chair. To use the system, a patient sits in the chair, which is located approximately five feet away from the camera, and the camera takes a series of 3,000 images over a four minute period. Unlike a mammography or an x-ray, which emits potentially harmful radiation, the Sentinel BreastScan’s infrared technology is passive and does not emit any harmful radiation. In addition, with the Sentinel BreastScan, the patient can relax comfortably seated in a chair while the test is being performed. This is unlike the experience of a mammography, during which there is considerable compression of the breast, which can be uncomfortable.

The Sentinel BreastScan is designed to be administered by a medical technician rather than a doctor or registered nurse. The system has been fully automated so that once the patient sits down, the technician can start the test with several keystrokes. Within 30 seconds after completing the test, the computer produces a written report that specifically identifies potential problem areas for the patient.

According to an article related to the detection of breast cancer entitled “Effectiveness of a noninvasive digital infrared thermal imaging system in the detection of breast cancer” (Nimmi Arora, MD, et al., American Journal of Surgery (2008), pages 196, 523-526), in a prospective clinical trial, 92 patients for whom a breast biopsy was recommended based on a prior mammogram or ultrasound underwent the Sentinel BreastScan test. The Sentinel BreastScan identified 58 of 60 malignancies with 97% sensitivity and 44% specificity.

We do not have FDA approval of the Sentinel BreastScan. If we obtain FDA approval of this system, we plan to lease the system to doctors and medical facilities, charge a per-use fee and seek strategic partnerships and licensing agreements with one or more third parties to manufacture and distribute the product.

Potential Transfer of Our Medical Products

The Share Exchange Agreement provides that within 90 days after the First Tranche Closing, at our option, we may either pay any remaining sums due to Infrared under the License Agreement or, in lieu of such payment, we may transfer the rights we hold in the Medical Products to Infrared. If we elect to not pay the then unpaid balance, our operations will no longer include the development and commercialization of the Medical Products.

Manufacturing of Our Products

We rely on third parties to develop prototypes and to work with us to manufacture the Medical Products. We do not have any agreement to manufacture our Medical Products, nor are we currently negotiating with any potential manufacturer. If we obtain manufacturing agreements for our Medical Products and such agreements are not satisfactory, we may not be able to develop or commercialize our products in an economical manner, or at all. Furthermore, third-party manufacturers may not adequately perform their obligations, which may impair our competitive position. If a manufacturer fails to perform its obligations, we could experience significant time delays or we may be unable to commercialize our Medical Products.

Competition — Guidewire

There are several companies in the guidewire field, including major companies such as J&J, Boston Scientific, Cook Medical, Medtronic, Inc., and Bard. Such companies offer a variety of products with which guidewires can be used. We understand that the total number of guidewires in use today worldwide is estimated at more than 4,500,000 annually. We are not aware of any other company that has developed, manufactured and/or marketed a device of a similar nature based on the “buckling” theory in which the tip is bent according to the force applied to it, whereby the time to reach the site is diminished; however, we can give no assurances that other companies are not using, or will begin using, a technology similar to the “buckling” theory. We can give no assurances that our guidewire products will successfully compete with other similar products.

Competition — Sentinel BreastScan

Breast cancer screening is an intensely competitive industry. Current testing methods are well accepted in the industry and there may be resistance to moving from such practices to new technologies. We compete with companies that are attempting to do breast cancer screening using similar, and other, techniques. Similar techniques include infrared thermography and other forms of infrared image processing. In addition, many companies are researching and developing new breast cancer screening methods. These companies may have greater experience and resources than us and we may be unable to effectively compete with them.

Dependence upon one or a few customers

We do not have any customers for our Medical Products and may become dependent upon only one or a few customers for our Medical Products. If we enter into co-partnering, joint venture or supplier agreements with other companies that provide for the supply of our Medical Products, we may have only a single or a few customers that account for more than 10% of our Medical Products Business.

Suppliers

We will require a dependable supply of materials for our future Medical Products. We do not have any agreements or current arrangements to obtain a guaranteed supply of materials required to make our Medical Products. We will obtain our materials on an as-needed basis from multiple suppliers that exist in each of the materials we require. As such, we do not expect to encounter any supply difficulties. However, we may encounter shortages or supply interruptions, which could result in increased costs for our Medical Products or significant delays in the manufacturing process, each of which would have a material adverse effect on our revenues with respect to our Medical Products Business. We may from time to time enter into written agreements should we obtain favorable supplier, delivery and pricing terms.

Raw Materials

We are not dependent upon raw materials in the manufacturing of our Medical Products.

Backlog

We do not have orders for any of our Medical Products.

Research and Development

Other than as described above, we have not spent funds on research and development with respect to our Medical Products in the past three years, and it is uncertain whether we will expend funds in this respect.

Compliance with Laws

Our Medical Products will be regulated by the FDA and are likely to be subject to regulation by other federal and/or state governmental agencies. The FDA could require premarket approval of our future Medical Products, entailing extensive human and laboratory tests and a lengthy review process. The costs to us to comply with present and future regulations may be significant.

Intellectual Property

We hold U.S. Patent No. 7,141,024 with respect to our maneuverable-coiled guidewire.

Earlier in 2012, we filed applications for trademark protection in the United States for two names we may use for our guidewired devices.

We have the exclusive worldwide rights to use, develop, modify and commercialize certain of the non-patented technology, equipment and other property known as the Sentinel BreastScan pursuant to the License Agreement. We have the rights to use, license and commercialize the “Infrared Sciences,” “Sentinel Breast Scan” and “BreastScan IR” trademarks and/or service marks.

Environmental Laws

We believe that the future cost of compliance with existing environmental laws with respect to our Medical Products will not have a material adverse effect on our prospects, business activities, cash flow, financial condition, results of operations and stock price. However, future events, such as changes in existing environmental laws or their interpretation or the discovery of presently unknown conditions, may give rise to additional compliance costs or liabilities that could have a material adverse effect on our prospects, business activities, cash flow, financial condition, results of operations and stock price.

Employees

Before their departure as of the First Tranche Closing, our former officers and directors each devoted approximately at least 10 hours per month to our Medical Products Business. We currently do not have any employees or consultants who devote attention to the development or commercialization of our Medical Products.

We previously have engaged consultants on an as-needed basis to provide book-keeping services, assistance with fabricating the prototype for our guidewire, consulting services with respect to financial, business and marketing services, as well as operations management and strategic introductions. We do not have any current plans to hire employees or engage consultants for these or other matters related to our Medical Products Business.

Publishing and Advertising

Overview of HCG

HCG is a corporation formed in the State of Texas in March 1996 under the name “JPR Publications Corp.” In January 2000, HCG’s name was changed to “Happenings Communications Group, Inc.” HCG’s principal office is located at 115 North State Street, Clark’s Summit, Pennsylvania.

HCG acquired Happenings Magazine and related assets in 1996. HCG expanded the print version of Happenings Magazine to include its current digital version. HCG does not have any subsidiaries, joint ventures or partnerships with third parties.

At the consummation of the Initial Share Exchange, HCG became a wholly-owned subsidiary of the Company.

As a result of the acquisition of HCG, as of the date of this Current Report, HCG’s business has become the principal revenue-producing business in which we currently are engaged.

Business

HCG operates in the publishing and advertising industry; its primary business is publishing a monthly magazine, Happenings Magazine, which was first published in 1969. HCG also provides advertising agency and creative services to the general public.

HCG distributes its magazine monthly, at no cost to readers, at over 800 locations in the northeastern Pennsylvania area. HCG prints over 30,000 copies of Happenings Magazine each month. HCG believes that, because of multiple readership of the magazine, the magazine is reviewed by over 100,000 readers per month. HCG also maintains a digital companion to the print version of Happenings Magazine at HCG’s website, Happeningsmagazinepa.com. Online readers can subscribe to the digital version of the magazine for free or view the magazine at HCG’s website. HCG’s employees support the magazine online via Facebook, Twitter and YouTube. HCG expends nominal funds for marketing and publicizing the print version of Happenings Magazine and its digital companion.

HCG publishes Happenings Magazine on the first day of each month. The primary content of both print and digital editions of Happenings Magazine is with respect to the northeastern Pennsylvania area, and includes: descriptions of arts, sports and entertainment events and attractions; descriptions of travel, food and hospitality offerings; profiles about local people; descriptions of charity events and volunteer opportunities; home and garden articles; and features concerning education, health and medicine, law and business. Its circulation includes the communities of Wilkes-Barre and Scranton and the nearby Pocono Mountain resort region. The print version of Happenings Magazine generally is between 150-175 pages in length, is printed in full color on glossy 10.5” x 7.25” paper and is bound.

The advertising and creative services provided by HCG include marketing strategy development, video production, digital marketing, website design and social media. Additional advertising agency services focus on print and include the design and production of newsletters, guidebooks, brochures and directories. HCG’s art director and staff also assist clients by creating and designing marketing presentations, corporate logos and providing other design services.

HCG generates 85% to 90% of its revenue from the sales of advertising in Happenings Magazine. HCG generates its remaining revenue from creative services and special publications. For the six months ended June 30, 2012, HCG generated $449,804 in total revenue. In calendar year 2011, HCG generated $876,238 in total revenue.

Advertiser and Client Relationships

Happenings Magazine’s advertisers span a broad range of industries, including the retail, entertainment, hospitality, medical, education and legal industries. HCG is not dependent on any one industry as a source of its advertising clientele. The August 2012 edition of Happenings Magazine had approximately 175 individual advertisers, most of which are local to northeastern Pennsylvania. Examples of HCG’s advertising clientele include the Wilkes-Barre General Hospital, Fidelity Bank, The Mall at Steamtown, Oliver, Price & Rhodes law firm and the Radisson Hotel in Scranton.

HCG generally enters into written agreements with its advertisers pursuant to which HCG agrees to place advertising for the client in the digital and/or print versions of Happenings Magazine. The terms of the agreements with HCG’s advertisers are negotiated on a contract-by-contract basis. HCG gives its advertising clients incentives to enter into multiple placement agreements and are encouraged to place larger ads. HCG has no one advertising client that accounts for over 10% of its revenue from the sales of advertising in Happenings Magazine.

HCG’s creative services clients include Tyler Memorial Hospital, Dougherty, Leventhal & Price, LLP, Susquehanna County and the Scranton Chamber of Commerce. Since 2010, HCG has annually published the Scranton Chamber of Commerce Directory. HCG sells advertising to third parties for placement in the Scranton Chamber of Commerce Directory, and pays the Scranton Chamber of Commerce a negotiated fee for the opportunity to publish the Scranton Chamber of Commerce Directory.

Distribution System

HCG’s distribution system for the printed version of Happenings Magazine consists of placing copies of the magazine in local businesses, newspaper stands, hotels, restaurants, entertainment venues and other locations generally within northeastern Pennsylvania.

Vendors

HCG uses outside vendors for its printing needs, and t he largest individual cost incurred by HCG is for printing services. HCG generally enters into contracts with these vendors on a month-to-month basis. HCG does not have any long-term vendor contracts. Although HCG depends on outside printers to print Happenings Magazine and deliver it on time for distribution and mailing, HCG’s management believes there are numerous contract printing providers that can supply the monthly magazine with its current monthly number of copies and provide the other printing services required by HCG.

Board of Directors and Management

Mr. Rochon and Paula Mackarey constitute the Board of Directors of HCG. Mr. Rochon serves as Chairman of HCG’s Board of Directors. Paula Mackarey is HCG’s President and Publisher and oversees the day to day operations of HCG.

Ms. Mackarey began working in the publishing industry in 1991 and started at HCG in 1994 as its President and Publisher. She graduated from Marywood University with a Bachelor of Arts in Communication Arts. She is involved with the Greater Scranton Chamber of Commerce (Board Member), Scranton Counseling Center, Workforce Investment Board, Hospitality Sales and Marketing Association International (Past President), NEPA Ad Club, and is a past board member of United Cerebral Palsy of Northeast Pennsylvania, Lackawanna Historical Society, Abington Business and Professional Association.

Ms. Mackarey is the sister of Mr. Rochon.

Employees

As of September 1, 2012, HCG employed ten full-time employees and five part-time employees. The employees include the publisher, a managing editor, an associate editor and an office manager.

HCG’s management and a sales staff of five account representatives maintain contact with area businesses, educational institutions, hotels and resorts, entertainment venues, hospitals, medical practices and the like to sell ads in each monthly publication. The editorial staff is responsible for the content of Happenings Magazine.

HCG believes its relations with its employees are good.

Line of Credit

HCG has a $25,000 revolving line of credit with Pennstar Bank, a division of NBT Bank, NA, which renews annually unless either party terminates the line of credit. The line of credit is collateralized by HCG’s assets.

Trademarks and Patents

HCG has not registered any trademarks or service marks. It uses the trade name “Happenings Magazine” for its magazine. HCG believes that the name of the magazine is widely recognized throughout the northeastern Pennsylvania area. HCG is not aware of any actions against the use of such name and has not received any notice or claim of infringement in respect of such name.

HCG has no patents and has not filed any patent applications.

Governmental Regulation

HCG’s business is not subject to any specific government regulations.

Environmental Matters

HCG’s operations are not subject to any claimed violation of applicable environmental laws.

Industry Overview/ Competition

Publishing is a highly competitive business. HCG’s magazine and related publishing products and services compete with other mass media, including the Internet and many other leisure-time activities. Competition for advertising dollars is based primarily on advertising rates, circulation levels, reader demographics, advertiser results and sales team effectiveness. Competition for readers is based principally on editorial content, marketing skills, price and customer services.

RISK FACTORS

Investing in our Common Stock involves a high degree of risk. Before making an investment decision, you should carefully consider the information contained in this Current Report, particularly the risks described below, as well as in our financial statements and accompanying notes and in our other periodic filings with the SEC. Our prospects, business activities, cash flow, financial condition, results of operations and stock price could be materially and adversely affected by any of these risks. The market price of our Common Stock may decrease due to any of these risks or other factors, and you may lose all or part of your investment. The risks described below are those that we currently believe may materially affect us.

General Risks

The following risks are associated generally with our company and its ownership, control, management and other matters.

We depend heavily on John P. Rochon, and we may be unable to replace Mr. Rochon if we lose his services.

We are dependent upon Mr. Rochon, our Chief Executive Officer and Chairman of our Board of Directors. The loss or unavailability of Mr. Rochon could have a material adverse effect on our prospects, business activities, cash flow, financial condition, results of operations and stock price.

There can be no assurance that we will be successful in attracting and retaining additional personnel. The loss of the services of Mr. Rochon, or any key employees we employ from time to time, or our failure to attract and retain other qualified and experienced personnel on acceptable terms, could have a material adverse effect on our prospects, business activities, cash flow, financial condition, results of operations and stock price.

Mr. Rochon is not “independent” and has other business interests.

Our sole director, Mr. Rochon, is not “independent” under any independence standard available to us. Mr. Rochon’s lack of “independence” may interfere with his judgment in carrying out his responsibilities as our director. We currently are not listed on a national securities exchange or an inter-dealer quotation system that requires a majority of our directors to be independent.

Mr. Rochon has other business interests, including Mr. Rochon’s affiliation and control of Richmont Holdings, Inc. (“Richmont Holdings”), a private investment and business management company controlled by Mr. Rochon. Those other interests may come into conflict with our interests and the interests of our shareholders. Mr. Rochon serves on the board of directors of several companies and, as a result of his business experience, may be asked to serve on the boards of other companies. We may compete with these other business interests for Mr. Rochon’s time and efforts. We have not adopted a policy for resolving such conflicts of interests.

The beneficial ownership of a significant percentage of our Common Stock gives John Rochon effective control of us, and limits the influence of other shareholders on important policy and management issues.

Mr. Rochon, as our Chief Executive Officer and Chairman of our Board of Directors, and through his control of Rochon Capital, the holder of approximately 90% of our outstanding Common Stock, controls the Company and important matters relating to us. As a result of his positions and his control of our Common Stock, Mr. Rochon controls the outcome of all matters submitted to our shareholders for approval, including the election of our directors, our business strategy and our day-to-day operations. In addition, Mr. Rochon’s ownership of our Common Stock and control of the Company could discourage the acquisition of our Common Stock by potential investors and could have an anti-takeover effect, preventing a change in control of the Company and possibly depressing the trading price of our Common Stock. There can be no assurance that conflicts of interest will not arise with respect to Mr. Rochon’s ownership and control of the Company or that any conflicts will be resolved in a manner favorable to the other shareholders of the Company.

There currently is no liquid trading market for our Common Stock and we cannot assure investors that one will ever develop or be sustained.

To date there has been no liquid trading market for our Common Stock. We cannot predict how liquid the market for our Common Stock may become. Our Common Stock trades on the OTC Markets OTCQB. In the future, we may apply for listing of our Common Stock on the NYSE Amex, The Nasdaq Stock Market or another national securities exchange, if we can satisfy the initial listing standards for such exchanges and believe such a listing would be beneficial to us and our shareholders. We currently do not satisfy the initial listing standards of any such exchange, and we cannot assure investors that we will be able to satisfy such listing standards, or that our Common Stock will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or if our Common Stock is otherwise rejected for listing and remains listed on the OTC Markets OTCQB, the trading price of our Common Stock could be subject to increased volatility and the trading market for our Common Stock may be less liquid.

For companies whose securities are traded in the OTC Markets OTCQB, it is generally more difficult to obtain accurate quotations, to obtain coverage for significant news events (because major wire services generally do not publish press releases about such companies) and to obtain needed capital.

Our Common Stock currently is deemed a “penny stock,” which makes it more difficult for our investors to sell their shares.

Our Common Stock is subject to the “penny stock” rules adopted under Section 15(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The penny stock rules generally apply to companies whose common stock is not listed on a national securities exchange and trades at less than $5.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have a tangible net worth of at least $5,000,000 (or at least $2,000,000 if the company has been operating for three or more years).

These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks

because of the requirements of the penny stock rules, and as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

We expect that the price of our Common Stock will fluctuate substantially.

The market price of our Common Stock is likely to be highly volatile and subject to wide fluctuations in response to the following factors, most of which are beyond our control. These factors may include:

· the introduction of new products or services by us or our competitors;

· quarterly variations in our or our competitor’s results of operations;

· the acquisition or divestiture of businesses, products, assets or technology;

· disputes, litigation or other developments with respect to intellectual property rights or other potential legal actions;

· sales of large blocks of our Common Stock, including sales by Rochon Capital, any executive officers or directors appointed in the future, or by other significant shareholders;

· changes in earnings estimates or recommendations by securities analysts;

· market rumors; and

· general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.

Market price fluctuations may negatively affect the ability of investors to sell our shares at consistent prices.

Sales of our Common Stock under Rule 144 could impact the price of our Common Stock.

In general, under Rule 144 (“Rule 144”), as promulgated under the Securities Act of 1933, as amended (the “Securities Act”), persons holding restricted securities in an SEC reporting company, including affiliates, must hold their shares for a period of at least six months, may not sell more than 1% of the total issued and outstanding shares in any 90-day period and must resell the shares in an unsolicited brokerage transaction at the market price. Whenever a substantial number of shares of our Common Stock become available for resale under Rule 144, the market price for our Common Stock will likely be impacted.

If the SEC were to determine subsequently that we were a “shell company” at any time before the Initial Share Exchange, current rules would limit the availability of Rule 144 for the public resale of our Common Stock.

Although we do not believe that we were a “shell company” before the Initial Share Exchange, the SEC could determine that we were a “shell company.” The SEC defines a “shell company” as a company that has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash or cash equivalents and nominal other assets. If an issuer was determined by the SEC to have been a shell company, Rule 144 would be available for such issuer only if and for as long as the following conditions or requirements are met:

· The issuer of the securities that was formerly a shell company has ceased to be a shell company;

· the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

· the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

· at least one year has elapsed from the time the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company, known as required “Form 10 Information” under the SEC’s regulations.

This Current Report provides information about the Company’s planned operations, contracts, shareholders, management, financial position and other information constituting “Form 10 Information” under the SEC’s regulations. Under that circumstance, shareholders who receive our restricted securities would be able to sell them pursuant to Rule 144 for only as long as we met and continued to meet the conditions or requirements described above. No assurance can be given that we would meet those requirements or that we would continue to do so. Furthermore, any non-registered securities we sell in the future or issue for acquisitions or to consultants or employees in consideration for services rendered, or for any other purpose, would have limited or no liquidity until and unless such securities are registered with the SEC and/or until one year after we are no longer a shell company and had complied with the requirements of Rule 144. As a result, it would be harder for us to fund our operations, to acquire assets and to provide equity compensation to our employees and consultants. Furthermore, it would be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the SEC, which would cause us to expend additional resources in the future.

Class action litigation due to stock price volatility or other factors could cause us to incur substantial costs and divert our management’s attention and resources.

In the past, securities class action litigation often has been brought against a company following periods of volatility in the market price of its securities. Companies in the medical and technology industry are particularly vulnerable to this kind of litigation due to the high volatility of their stock prices. Our Common Stock has experienced substantial price volatility in the past. This may be a result of, among other things, variations in our results of operations and announcements by us and our competitors, as well as general economic conditions, and our stock price may continue to experience substantial volatility. Accordingly, we may in the future be the target of securities litigation. Any securities litigation could result in substantial costs and could divert the attention and resources of our management.

We may, in the future, issue additional securities, which would reduce investors’ ownership percentage in our outstanding securities and may dilute our share value.

If future operations or acquisitions are financed through issuing equity securities, shareholders could experience significant dilution. In addition, securities issued in connection with future financing activities or potential acquisitions may have rights and preferences senior to the rights and preferences of our Common Stock. The issuance of shares of our Common Stock upon the exercise of options to purchase our secuities, which we may grant in the future, may result in dilution to our shareholders. Our Articles of Incorporation currently authorize us to issue 490,000,000 shares of Common Stock. Upon the effectiveness of the Amendment, the number of authorized shares of our Common Stock will be five billion (5,000,000,000). Following the Second Tranche Closing the number of outstanding shares of our Common Stock will increase to approximately one billion, with approximately four billion shares of our Common Stock available for issuance. The future issuance of our Common Stock may result in substantial dilution in the percentage of our Common Stock held by our then existing shareholders. We may value any Common Stock issued in the future on an arbitrary basis, including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our shareholders, and might have an adverse effect on any trading market for our Common Stock. Additionally, we are authorized to issue 10,000,000 shares of blank check preferred stock. No shares of our preferred stock are outstanding. Our Board of Directors may designate at its discretion the rights, terms and preferences, including conversion and voting preferences, of our preferred stock without notice to our shareholders.

Complying with federal securities laws as a publicly traded company is expensive. Any deficiencies in our financial reporting or internal controls could adversely affect our financial condition, ability to issue our shares in acquisitions and the trading price of our Common Stock.

We file periodic reports containing our financial statements within the time periods following the completion of our quarterly and annual periods. We may experience difficulty in meeting the SEC’s reporting requirements. Any failure by us to timely file our periodic reports with the SEC could harm our reputation and reduce the trading price of our Common Stock and cause sanctions or other actions to be taken by the SEC. Such failure to file our periodic reports with the SEC could cause additional harm, such as a default under an indenture or loan covenant that we may enter into from time to time, or reputational damage. We will incur significant legal, accounting and other expenses related to compliance with applicable securities laws.

We may identify deficiencies which would have to be remediated to satisfy the SEC’s rules for certification of our internal controls over financial reporting. As a consequence, we may have to disclose in periodic reports we file with the SEC material weaknesses in our system of internal controls. The existence of a material weakness would preclude management from concluding that our internal controls over financial reporting are effective. In addition, disclosures of this type in our SEC reports could cause investors to lose confidence in our financial reporting and may negatively affect the trading price of our Common Stock. Moreover, effective internal controls are necessary to produce reliable financial reports and to prevent fraud. If we have deficiencies in our disclosure controls and procedures or in our internal control over financial reporting, it may negatively impact our business activities, cash flow, financial condition, results of operations and stock price.

We have not paid and do not anticipate paying any dividends on our Common Stock.

We have not paid any dividends on our Common Stock to date and it is not anticipated that any dividends will be paid to holders of our Common Stock in the foreseeable future. While our future dividend policy will be based on the operating results and capital needs of our businesses, it is currently anticipated that any earnings will be retained to finance our future expansion and for the implementation of our business strategy. Our shareholders will not realize a return on their investment in the Company unless and until they sell shares after the trading price of our Common Stock appreciates from the price at which a shareholder purchased shares of our Common Stock. As an investor, you should consider that a lack of a dividend can further affect the market value of our Common Stock and could significantly affect the value of any investment in our Company.

The issuance of our blank check preferred stock could harm our stock price or impact a possible change in control.

Our Board of Directors has the authority to issue up to 10,000,000 shares of preferred stock and to determine its rights, preferences, privileges and restrictions, including voting rights, without any further vote or action by our shareholders. If we issue any of these shares of preferred stock in the future, the rights of holders of our Common Stock may be negatively affected. If we were to issue shares of preferred stock, a change in control of our Company could be delayed, deferred or prevented.

Impairment of goodwill and intangible assets is possible, depending upon future operating results and the value of our Common Stock.

We will test our goodwill and intangible assets for impairment during the fourth quarter of the current fiscal year and in future fiscal years, and on an interim basis, if indicators of impairment exist. Factors which influence the evaluation of impairment of our goodwill and intangible assets include the price of our Common Stock and expected future operating results. If the carrying value of a reporting unit or an intangible asset is no longer deemed to be recoverable, we potentially could incur material impairment charges. Although we believe these charges would be non-cash in nature and would not affect the Company’s operations or cash flow, these charges would adversely affect shareholders’ equity and reported results of operations in the period charged.

Risks Associated With Possible Acquisitions and Other Strategic Transactions

If we cannot successfully implement our acquisitions strategy, it could have a material adverse effect on our operating results and stock price.

Our current primary growth strategy is the acquisition of, or entering into strategic transactions involving, direct-selling companies, primarily privately-held direct-selling companies and companies engaged in businesses related to direct-selling. We will review acquisition prospects that meet our strategic goals of investing in these companies that increase the size and geographic scope of our operations or otherwise offer us growth and operating efficiency opportunities. Our failure to successfully complete the integration of any acquired business could have an adverse effect on our prospects, business activities, cash flow, financial condition, results of operations and stock price. In addition, there can be no assurance that we will be able to identify suitable acquisition candidates or consummate acquisitions or strategic transactions on acceptable terms. We are evaluating acquisition opportunities available to us that fit our acquisition strategy. We anticipate pursuing one or more of these opportunities, we may pursue one or more of these opportunities simultaneously and we may pursue one or more of these opportunities in the very near future. Acquisitions and other strategic transactions involve many risks, including:

· the difficulty of integrating acquired operations and personnel with our existing operations and personnel;

· the difficulty of developing and marketing new products and services;

· the diversion of our management’s attention as a result of evaluating, negotiating and integrating acquisitions;

· our exposure to unforeseen liabilities of acquired companies; and

· the loss of key employees of an acquired operation.

In addition, an acquisition or other strategic transaction could adversely impact our cash flows and/or operating results, and dilute shareholder interests, for a number of reasons, including:

· interest costs and debt service requirements for any debt incurred in connection with an acquisition or new business venture;

· any issuance of securities in connection with an acquisition or other strategic transaction which dilutes the current holders of our Common Stock;

· transaction expenses incurred in connection with pursuing such acquisitions and strategic transactions; and

· unanticipated costs associated with making the acquisition and operating the acquired business or entering into the strategic transaction.

Although Mr. Rochon has experience in executing and implementing such acquisitions and strategic transactions, as a company, these ventures may not be successful, and we may not succeed in the future. The risks associated with acquisitions and other strategic transactions could have a material adverse impact on, among other things, our prospects, business activities, cash flows, financial condition, results of operations and stock price.

Risks Associated With Direct-Selling Companies Generally

The following factors describe generally the risks associated with the business of direct-selling companies, which we intend to acquire or with which we intend to enter into strategic transactions.

There is a high level of competition in the direct-selling industry for representatives.

In the direct-selling industry, sales are made to the ultimate consumer principally through independent representatives referred to by many different names - distributors, associates and team members are examples; we use the term “representatives” to cover all such persons. Generally there is a high rate of turnover among a direct-selling company’s representatives.

Because the direct-selling industry generally is not particularly capital intensive or otherwise subject to high barriers to entry, it is relatively easy for new competitors to emerge who will compete for a direct-selling company’s representatives. The fact that representatives can easily enter and exit direct-selling programs contributes to the level of competition that direct-selling companies face to retain representatives. A representative can generally enter or exit a direct-selling company with relative ease at any time without facing a significant investment or loss of capital because of the low upfront financial cost to become a direct-seller and the lack of any requirement to work a specified number of hours or have special training. A direct-selling company’s ability to remain competitive and maintain and expand its business depends, in significant part, on its success in recruiting, retaining, and incentivizing representatives through an appropriate

compensation plan, the maintenance of an attractive product portfolio and other incentives, and innovating the direct-selling model. We cannot ensure that the strategies for soliciting and retaining the representatives of any direct-selling company we acquire will be successful, and if they are not, our prospects, business activities, cash flow, financial condition, results of operations and stock price could be harmed.

The business of direct-selling companies generally is conducted in one channel.

The business of direct-selling generally is conducted in one channel. Products and services of direct-selling companies are sold to retail consumers. Spending by retail consumers is affected by a number of factors, including general economic conditions, inflation, interest rates, energy costs, gasoline prices and consumer confidence, all of which are beyond our control. We may face economic challenges because customers may continue to have less money for discretionary purchases as a result of job losses, foreclosures, bankruptcies, reduced access to credit and falling home prices, among other things.

Consumer purchasing habits, including reducing purchases of a direct-selling company’s products, or reducing purchases from representatives or buying products in channels other than direct-selling, such as retail, could reduce a direct-selling company’s sales, impact its ability to execute its business strategy or have a material adverse effect on its prospects, business activities, cash flow, financial condition, and results of operations. If any government bans or severely restricts a direct-selling company’s model, its prospects, business activities, cash flow, financial condition and results of operations may be materially adversely affected.

A direct-selling company’s success depends, in part, on its key personnel.

A direct-selling company’s success depends, in part, on its ability to identify, hire, train and retain highly qualified personnel, including representatives. In some cases, direct-selling companies compete to attract and retain these individuals, particularly representatives. A direct-selling company may not be able to attract, assimilate or retain qualified personnel, which could adversely affect its prospects, business activities, cash flow, financial condition and results of operations.

An increase in the amount of commissions and incentives paid to representatives could adversely impact a direct-selling company’s profitability.

The payment of commissions and incentives to representatives, including bonuses and prizes, can be a significant expense for direct-selling companies. Furthermore, a decrease in, or insufficiency of, commissions and incentives may make it difficult for a direct-selling company to attract and retain representatives or cause it to lose some of its existing representatives.

A direct-selling company generally cannot exert the same level of influence or control over its representatives as it can over its employees.

Because direct-selling companies generally engage representatives to conduct the direct-selling companies’ sales, they are not in a position to directly provide the same direction, motivation and oversight as a company would if its representatives were employees. As a result, there can be no assurance that a direct-selling company’s representatives will participate in a direct-selling company’s marketing strategies or plans, accept its introduction of new products, or comply with its representative policies and procedures, as applicable.

Direct-selling companies are subject to numerous laws.

The direct-selling industry is subject to a number of federal and state regulations administered by the Federal Trade Commission and various state agencies in the United States, as well as regulations regarding direct-selling activities in foreign markets. Laws specifically applicable to direct-selling companies generally are directed at preventing deceptive or misleading marketing and sales practices, and include laws often referred to as “pyramid” or “chain sales” scheme laws. These “anti-pyramid” laws are focused on ensuring that product sales ultimately are made to end consumers and that advancement within a sales organization is based on sales of products and services rather than investments in the organization, recruiting other participants, or other non-retail sales-related criteria. The regulatory requirements concerning direct-selling programs do not include “bright line” rules, involve a high level of subjectivity, are inherently fact-based and are subject to judicial interpretation. A direct-selling company is subject to the risk that these laws or regulations or the enforcement or interpretation of these laws and regulations by governmental agencies or courts can change. Any direct-selling company we acquire could be found not to be in compliance with current or newly adopted laws or regulations in one or more markets, which could prevent us from conducting our business in these markets and harm our prospects, business activities, cash flow, financial condition, results of operations and stock price. The implementation of such regulations may be influenced by public attention directed toward a direct-selling company, its products or its direct-selling program, such that extensive adverse publicity could result in increased regulatory scrutiny.

A direct-selling company is also subject to the adoption, interpretation and enforcement by governmental agencies in the United States of other laws, rules, regulations or policies, including any changes thereto, such as restrictions on trade, import and export license requirements, privacy and data protection laws, advertising laws, franchise and business opportunity laws and laws addressing federal, state and local taxes, which may require adjustment of such company’s operations and systems in certain markets.

If a direct-selling company we acquire were to be unable to adhere to or successfully implement processes in response to changing regulatory requirements, our reputation, prospects, business, financial condition, results of operations, and/or stock price may be adversely affected. We cannot predict with certainty the outcome or the impact that pending or future legislative and regulatory changes may have on such a company or on us in the future.

With respect to direct-selling companies that sell into foreign countries, those companies must create policies and procedures for their representatives that comply with the different legal requirements of each country in which they do business. In addition, a direct-selling company may have difficulty enforcing its policies and procedures because of the large number of representatives and other factors.

The failure of the representatives of a direct-selling company we acquire to comply with laws, regulations and court decisions create potential exposure for regulatory action or lawsuits against us.

Because the representatives that market and sell a direct-selling company’s products and services are independent contractors, and not employees, the direct-selling company has limited control over their actions. In the United States, the direct-selling industry and regulatory authorities have generally relied on the implementation of a company’s rules and policies governing its direct-sellers, designed to promote retail sales, protect consumers, prevent inappropriate activities and distinguish between legitimate direct-selling plans and unlawful pyramid schemes, to compel compliance with applicable laws. Direct-selling companies maintain formal compliance measures to identify specific complaints against their representatives and to remedy any violations through appropriate sanctions, including warnings, suspensions and, when necessary, terminations. Because of the significant number of representatives for a direct-selling company, it is not feasible for a direct-selling company to monitor the representatives’ day-to-day business activities. A direct-selling company must maintain the “independent contractor” status of its representatives and, therefore, has limited control over their business activities. As a result, a direct-selling company cannot insure that its representatives will comply with all applicable rules and regulations, domestically or globally.

Violations by a direct-selling company’s representatives of applicable law or of the direct-selling company’s policies and procedures in dealing with customers could reflect negatively on a direct-selling company’s prospects, business activities, cash flow, financial condition and results of operations, including its business reputation, and subject it to fines and penalties. In addition, it is possible that a court could hold a direct-selling company civilly or criminally accountable based on vicarious liability because of the actions of its representatives.

Adverse publicity associated with a direct-selling company’s products, ingredients or network marketing program, or those of similar companies could harm its prospects, business activities, cash flow, financial condition and results of operations.

The number of a direct-selling company’s representatives and the results of its operations may be affected significantly by the public’s perception of that company and similar companies. This perception is dependent upon opinions concerning:

· the safety and quality of the products, components and ingredients, as applicable;

· the safety and quality of similar products, components and ingredients, as applicable, distributed by other companies;

· representatives;

· the marketing program; and

· the business of direct-selling generally.

Adverse publicity concerning any actual or purported failure of a direct-selling company or its representatives to comply with applicable laws and regulations regarding product claims and advertising, good manufacturing practices, the regulation of its marketing program, the licensing of its products for sale in its target markets or other aspects of its business, whether or not resulting in enforcement actions or the imposition of penalties, could have an adverse effect on the goodwill of the direct-selling company and could negatively affect its ability to attract, motivate and retain representatives, which would negatively impact its ability to generate revenue.

A direct-selling company may be impacted by economic and other conditions.

A direct-selling company’s growth can be subject to numerous factors, including the strengths and weaknesses of its individual markets, including, as applicable, international markets, which are or may be impacted by global economic conditions. A direct-selling company that has a broad-based geographic portfolio, and direct-selling companies generally, may not be able to withstand an economic downturn, recession, cost inflation, commodity cost pressures, economic or political instability, competitive or other market pressures in one or more regions in which the direct-selling company conducts business.

Many direct-selling companies face significant competition.

The business of direct-selling is highly competitive. Many of these competitors may have longer operating histories, significantly greater financial, technical, product development, marketing and sales resources, greater name recognition, larger established customer bases and better-developed distribution channels than any direct-selling company we acquire. Such competitors may be able to develop products or services that are comparable or superior to those offered by a direct-selling company we acquire, adapt more quickly than such acquired company does to new technologies, evolving industry trends and standards or customer

requirements, or devote greater resources to the development, promotion and sale of their products than such acquired company does.

Direct-selling companies generally face competition from competing products, as well as from products sold to customers by other direct-selling companies and through the Internet, and products sold through the mass market and traditional retail channels.

Direct-selling companies compete for representatives by providing a more competitive earnings opportunity than that offered by the competition. Representatives generally are attracted to a direct-seller by competitive earnings opportunities, often through what are known as “field incentives” in the direct-selling industry. Direct-selling companies, and competitors to direct-selling companies, devote substantial effort to determining the effectiveness of such incentives so that they can implement incentives that are the most effective.

Direct-selling companies may own, obtain or license intellectual property material to their business, and their ability to compete may be adversely affected by the loss of rights to use that intellectual property.

The market for a direct-selling company’s products may depend significantly upon the value associated with product innovations and a direct-seller’s brand equity. Many direct-sellers own, obtain or license material patents and trademarks used in connection with the marketing and distribution of their products. Those companies must expend time and resources in developing their intellectual property and pursuing any infringers of that intellectual property. The laws of certain foreign countries may not protect a company’s intellectual property rights to the same extent as the laws of the United States. The costs required to protect a company’s patents and trademarks may be substantial.

Challenges by private parties to the direct-selling system could harm our business.

Direct-selling companies have been subject to legal challenges regarding their method of operation or other elements of their business by private parties, including their own representatives, in individual lawsuits and through class actions. We can provide no assurance that we would not be harmed if any such actions were brought against a direct-selling company we acquired.

Direct-selling companies face product liability claims and incur damages and expenses, which could affect their prospects, business activities, cash flow, financial condition and results of operations.

A direct-selling company may face financial liability from product liability claims if the use of its products results in significant loss or injury. A substantial product liability claim could exceed the amount of a direct-selling company’s insurance coverage or could be excluded under the terms of an existing insurance policy, which could adversely affect a direct-selling company’s prospects, business activities, cash flow, financial condition and results of operations.

Direct-selling companies frequently rely on outside suppliers and manufacturers, and if those suppliers and manufactures fail to supply products in sufficient quantities and in a timely fashion, a direct-selling company’s business could suffer.

Many direct-selling companies use outside manufacturers to make all or part of their products. A direct-selling company’s profit margins and timely product delivery may be dependent upon the ability of its outside suppliers and manufacturers to supply it with products in a timely and cost-efficient manner. A direct-selling company’s ability to enter new markets and sustain satisfactory levels of sales in each market may depend on the ability of its outside suppliers and manufacturers to provide required levels of ingredients and products and to comply with all applicable regulations.

Risks Associated with HCG and its Publishing and Advertising Business

The following factors primarily are related to HCG’s publishing and advertising business. As of the date of this Current Report, HCG’s business is our only current business that is generating revenue. Our prospects, business activities, cash flow, financial condition, results of operations and stock price could be materially adversely affected by any or all of the following risks, or by other risks or uncertainties not presently known or currently deemed material, that may adversely affect us in the future.

HCG depends on one geographic market.

HCG operates in and around the northeastern Pennsylvania area, and its advertisers and readers currently are concentrated in this one region. HCG’s advertising revenues depend upon a variety of other factors specific to the community that it serves. Changes in those factors could negatively affect HCG’s advertising revenues. These factors include, among others, the size and demographic characteristics of the local population, the concentration of retail stores and other businesses and local economic conditions in general.

HCG’s business faces substantial competition for advertisers.

HCG faces substantial competition for advertising revenues in its market from free and paid newspapers, magazines, websites, digital platforms and applications and other forms of media, direct marketing and digital advertising network exchanges. Competition for advertising generally is based on audience levels and demographics, price, service and advertising results. Competition has intensified as a result of both the continued development and fragmentation of digital media and adverse economic conditions. Competition from all of these media and services affects HCG’s ability to attract and retain advertisers and consumers and to maintain or increase its advertising rates.

Economic weakness and uncertainty in the United States and especially in the area of Pennsylvania in which HCG operates, and in key advertising categories, may adversely affect HCG’s advertising revenues.

Advertising spending, which drives a significant portion of HCG’s revenues, is sensitive to economic conditions. National and local economic conditions, particularly in the northeastern Pennsylvania region where HCG operates, affect the levels of HCG’s advertising revenues. Economic factors that may adversely affect advertising revenues include lower consumer and business spending, high unemployment, depressed home sales and other challenges affecting the economy. HCG’s advertising revenues are particularly adversely affected if advertisers respond to weak and uneven economic conditions by reducing their budgets or shifting spending patterns or priorities, or if they are forced to consolidate or cease operations. Continuing weak and uncertain economic conditions and outlook would adversely affect HCG’s level of advertising revenues and its prospects, business activities, cash flow, financial condition and results of operations.

HCG’s ability to generate advertising revenues is and will continue to be affected by financial market conditions, consumer confidence, advertiser challenges and changes in the national and sometimes international economy, as well as by regional economic conditions. Advertisers’ budgets, the amounts of which are affected by broad economic trends, affect the magazine industry in general.

HCG relies on outside vendors.

To manage its business efficiently, HCG uses outside vendors where available and economical. HCG depends on outside printers to print Happenings Magazine and deliver it on time for distribution and mailing. If its current printers are unable to print the magazine, it could cause delay in publication and affect HCG’s revenue. However, HCG’s management believes there are numerous contract printing providers that can supply the monthly magazine with its current monthly number of copies and provide the other printing services required by HCG.

HCG is dependent on key personnel, particularly Paula Mackarey.

HCG is dependent on several employees, especially Paula Mackarey, who is the Publisher and President of Happenings Magazine and manages the day-to-day operations of the business. HCG is dependent on Ms. Mackarey’s knowledge of the business and her relationships with business and community leaders who advertise in Happenings Magazine. The loss or unavailability of Ms. Mackarey could have a material adverse effect on HCG’s prospects, business activities, cash flow, financial condition and results of operations.

There can be no assurance that HCG will be successful in attracting and retaining additional personnel. The loss of the services of Ms. Mackarey, or any key employees that HCG employs from time to time, or HCG’s failure to attract and retain other qualified and experienced personnel on acceptable terms, could have a material adverse effect on HCG’s prospects, business activities, cash flow, financial condition and results of operations, and any material adverse effect on HCG could have a material adverse effect on us or our stock price.

The increasing popularity of digital media and the shift in consumer habits and advertising expenditures from traditional to digital media may adversely affect HCG’s print advertising revenues.

Websites, applications for mobile devices, social networking tools and other digital platforms distributing news and other content continue to gain popularity. This migration to digital technologies among both providers and consumers of content is likely to continue with companies seeking greater efficiencies and consumers seeking more value, convenience and timeliness of digital technologies. As a result, print readers may decline, and advertising spending may continue to shift from traditional media forms to digital media. HCG expects that advertisers will continue to allocate increasing portions of their budgets to digital media, which may offer more measurable returns than traditional print media. This shift has intensified competition for advertising in traditional print media and has contributed to and is likely to continue to contribute to a decline in print advertising revenue.

To remain competitive, HCG must be able to respond to and capitalize on changes in technology, services and standards and changes in consumer behavior, and capital investments may be required.

Technological developments in the media industry continue to evolve rapidly. Advances in technology have led to an increasing number of methods for the delivery of content and have driven consumer demand and expectations in unanticipated directions. If HCG is unable to exploit new and existing technologies to distinguish its products and services from those of its competitors or adapt to new distribution methods that provide optimal user experiences, its prospects, business activities, cash flow, financial condition and results of operations, and our stock price, may be adversely affected.

Technological developments and any changes HCG makes to its business model may require capital investments. HCG may be limited in its ability to invest funds and resources in digital products, services or opportunities, and HCG may incur costs of research and development in building and maintaining the necessary and continually evolving technology infrastructure. Some of HCG’s existing competitors and new entrants may have greater operational, financial and other resources or may otherwise be better positioned to compete for opportunities and, as a result, its digital business may be less successful.

Decreases in print circulation volume adversely affects HCG’s advertising revenues.

Advertising revenues are affected by readership levels of Happenings Magazine. Competition for readership generally is based upon format, content, quality, service, timeliness and price. HCG is facing increased competition from digital media formats and sources other than traditional magazines, and a growing preference among some consumers to receive all or a portion of their information other than from a magazine or newspaper. If these or other factors result in a decline in circulation volume, the rate and volume of advertising revenues for HCG’s print magazine may be adversely affected. HCG also may incur increased spending on marketing designed to attract and retain readers or drive traffic to its digital products.

HCG may not be able to protect intellectual property rights upon which its business relies, and if HCG loses intellectual property protection, its assets may lose value.

HCG’s business depends on its intellectual property, including its brand and content. HCG believes its proprietary trademarks and other intellectual property rights are important to its continued success and its competitive position. Unauthorized parties may attempt to copy or otherwise obtain and use HCG’s content, services, technology and other intellectual property, and HCG cannot be certain that the steps it has taken and will take to protect its proprietary rights will prevent any misappropriation or confusion among consumers and merchants, or unauthorized use of these rights. Developments in technology have exacerbated the risk by making it easier to duplicate and disseminate content.

If HCG is unable to procure, protect and enforce its intellectual property rights, HCG may not realize the full value of its assets, and its business may suffer. If HCG must litigate to enforce its intellectual property rights or determine the validity and scope of the proprietary rights of others, such litigation may be costly and divert the attention of HCG’s management.

Legislative and regulatory developments may result in increased costs and lower advertising revenues from HCG’s digital businesses.

Happeningsmagazinepa.com is available worldwide and is subject to laws regulating the Internet both within and outside the United States. HCG may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Its digital business could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to the use of consumer data in digital media.

Risks Associated with Our Medical Products Business

The following factors relate to our maneuverable-coiled guidewire and Sentinel BreastScan products and related business. This business currently is not generating any revenue. We are not dedicating any efforts toward, or expending funds on, and do not have any employees or consultants engaged with respect to, this business. Our prospects, business activities, cash flow, financial condition, results of operations and stock price could be materially adversely affected by any or all of the following risks, or by other risks or uncertainties not presently known or currently deemed material, that may adversely affect us in the future.

We have depended heavily on our former management, and we may be unable to replace them.

We have been dependent upon our senior management, particularly Mr. Thomas DiCicco, our Chief Executive Officer and Principal Financial Officer, who is an engineer with experience in the design and development of technology products. As of the First Tranche Closing, Thomas DiCicco, Michael DiCicco and Douglas Miscoll resigned their respective director positions, Thomas DiCicco resigned as our President and Chief Executive Officer and Michael DiCicco resigned as our Vice President. We have no current plans to hire employees or consultants with the expertise to develop and commercialize of Medical Products. If we determine to actively pursue the development and commercialization of our Medical Products, we can give no assurances that we will be successful in attracting and retaining new personnel with the expertise to further develop and commercialize our Medical Products, or that any such pursuits will be successful. Accordingly, the resignations of our former directors and officers, and our current management’s lack of experience and plans with respect to the Company’s Medical Products, could have a material adverse effect on the viability and the prospects of Medical Products Business.

Our prior management has indicated that we require a significant amount of capital for the development and commercialization of our Medical Products.

Based on the assessment of our prior management, development and commercialization of our guidewire and Sentinel BreastScan may require significant outlays of capital. We may need to obtain a significant amount of capital to pay for any development or commercialization activities with respect to our maneuverable-coiled guidewire and Sentinel BreastScan. If we

cannot raise the capital to fund our required expenditures, or otherwise obtain sufficient funds for these plans, we may be unable to further develop and commercialize these technologies and our Medical Products Business likely will fail.

We are subject to government regulation, and our failure to obtain and maintain required regulatory approvals would severely limit our ability to sell our products.

Our Medical Products are subject to regulation by the FDA and other federal and state regulatory agencies. Pursuant to FDA regulations, we must obtain either a 510(k) clearance or premarket authorization (“PMA”) before marketing our products in the United States. If we do not obtain such clearance or PMA, we will not be able to implement our current business plan for our Medical Products Business, and may be unable to generate any revenues with respect to that business. The clearance and approval process for the FDA can be costly, time consuming and uncertain. There can be no assurance that we will receive these clearances or that we will have sufficient resources to commence or complete the regulatory approval process. Delays in obtaining such clearances or PMAs or changes in existing requirements could have a material adverse effect on our business and operations with respect to our Medical Products Business. Even if we do obtain regulatory approval of a product, that approval may be subject to limitations on the indicated uses for which it may be marketed. Even after granting regulatory approval, the FDA and regulatory agencies in other countries continue to review and inspect marketed products, manufacturers and manufacturing facilities, which may create additional regulatory burdens and costs. Later discovery of previously unknown problems with a product, manufacturer or facility may result in restrictions on the product or manufacturer, including a withdrawal of the product from the market.

Our inability to complete our clinical testing and product development activities would severely limit our ability to operate or finance operations.

In order to commercialize our guidewire and Sentinel BreastScan, we must complete substantial clinical trials, and obtain sufficient safety and efficacy results to support required registration approval and market acceptance. We may not be able to successfully complete the development of our products, or successfully market our technologies or products. We may encounter problems and delays relating to research and development, regulatory approval and intellectual property rights of our technologies and products. Our research and development programs may not be successful, and our technologies and products may not identify tumor or lesions and may not facilitate the identification of breast cancer with the expected result. Our technologies and products may not prove to be safe and efficacious in clinical trials, and we may not obtain the requisite regulatory approvals for our technologies or product candidates. If any of these events occur, we may not have adequate resources to continue operations for the period required to resolve the issues, which may delay commercialization, and we may not be able to raise capital to finance our continued operations for our Medical Products Business during the period required for resolution of the issues.

Even if we obtain regulatory approvals to sell our products, lack of commercial acceptance could impair our business.

Even if we obtain all required regulatory approvals, we cannot be certain that our products and processes will be accepted in the marketplace at a level that would allow us to operate our Medical Products Business profitably. Our Medical Products may be unable to achieve commercial acceptance for a number of reasons, such as the availability of alternatives that are less expensive, more effective, or easier to use; the perception of a low cost-benefit ratio for the product in our market, including screening centers, hospitals, radiologists and physicians; or an inadequate level of product support. Our technologies or products may not be employed in all potential applications being investigated, and any reduction in applications would limit the market acceptance of our technologies and products, and our potential revenues.

Our Medical Products are new technologies.

Our Sentinel BreastScan is relatively new and has not yet achieved widespread acceptance in the health care industry. Additionally, our maneuverable-coiled guidewire is based upon a “buckling theory” in which the tip is bent according to the force applied, which is not a commercially accepted application for guidewire. The success of our Medical Products Business is entirely dependent upon our ability to successfully introduce into the marketplace and commercialize our two products, the Sentinel BreastScan and the guidewire.

The market for our products will be heavily dependent on third-party reimbursement policies.

In the United States, suppliers of health care products and services are affected greatly by Medicare, Medicaid and other government insurance programs, as well as by private insurance reimbursement programs. Third-party payors (Medicare, Medicaid, private health insurance companies and other organizations) may affect the pricing or relative attractiveness of our system by regulating the coverage or level of reimbursement provided by such payors to the physicians and clinics utilizing the Sentinel BreastScan. If examinations utilizing the Sentinel BreastScan are not reimbursed under these programs, or are not adequately reimbursed, our ability to sell the system may be materially adversely affected. There can be no assurance that third-party payors will provide reimbursement for use of our system. In international markets, reimbursement by third-party medical insurance providers, including governmental insurers and independent providers, varies from country to country. In certain countries, our ability to achieve significant market penetration may depend upon the availability of third-party governmental reimbursement.

We face competition in the medical technology field, and if we do not keep pace with our competitors and with technological and market changes, we may not be able to successfully compete.

The medical device industry generally, and the cancer diagnostic imaging segments in particular, are characterized by rapidly evolving technology and intense competition. Other companies in the medical device industry may be developing, or could in the future attempt to develop, products that are competitive with ours. The markets in which we intend to participate are highly competitive. Many of the companies in the cancer diagnostic and screening and maneuverable-coiled guidewire markets have substantially greater technological, financial, research and development, regulatory, manufacturing, human and marketing resources, and experience, than we do. Our competitors may succeed in developing or marketing technologies and products that are more effective or less costly than our products or that would render our technology and products obsolete or noncompetitive. We may not be able to compete against such competitors and potential competitors in terms of manufacturing, marketing and sales. If we are unable to compete successfully, it could have a negative impact on the results of our operations with respect to our Medical Products Business and our stock price.

Potential product liability claims could affect our earnings and financial condition.

The nature of our business exposes us to risk for product liability claims, which are inherent in the use of our maneuverable-coiled guidewire and the testing, manufacturing and marketing of cancer detection products. Significant litigation, not involving us, has occurred in the past based on allegations of false negative diagnoses of cancer or allegations of malpractice by physicians or those using our system. Accordingly, there can be no assurance that we can avoid significant product liability exposure. We currently do not maintain product liability insurance coverage. Even if we obtain coverage, there is substantial doubt that product liability insurance will cover all liabilities should we face significant claims. A successful products liability claim brought against us could have a material adverse effect on our Medical Products Business and our prospects, business activities, cash flow, financial condition, results of operations and stock price. Should we be unable to obtain and maintain adequate product liability insurance, our ability to market our products will be significantly impaired. Any losses we may suffer for future claims or a voluntary or involuntary recall of our Medical Products and the damage that any product liability litigation or voluntary or involuntary recall may do to the reputation or marketability of our Medical Products would have a material adverse effect on our Medical Products Business and our prospects, business activities, cash flow, financial condition, results of operations and stock price.

We currently are dependent on two products.

Our sole source of revenues for the foreseeable future with respect to our Medical Products Business can come only from the sale of our coiled guidewire and the Sentinel BreastScan, unless we develop other products. Our operations with respect to our Medical Products Business may be adversely affected by economic, regulatory or similar problems or events that may apply only to us, only to medical devices of the type similar to the guidewire products or Sentinel BreastScan or only within a particular market area in which the guidewire or Sentinel BreastScan are sold. The adverse effect of any such problems or events could be more easily absorbed in an investment in a more diversified business or one that operates in a different industry.

Our products are new and unproven.

The science and technology of medical products, including ultrasound equipment, is rapidly evolving. The Sentinel BreastScan may require significant further research, development, testing and regulatory clearances and is subject to the risk of failure inherent in the development of products based on innovative technologies. These risks include the possibility that the Sentinel BreastScan will prove to be ineffective or unsafe, or otherwise fail to receive necessary regulatory clearances; that the Sentinel BreastScan, if effective, may prove uneconomical to market; that third parties hold proprietary rights that preclude us from marketing the Sentinel BreastScan; or that third parties market superior or equivalent products. Accordingly, we are unable to predict whether our research and development activities, if any, will result in a commercially viable product. Further, due to the extended testing and regulatory review process required before marketing clearance can be obtained for the Sentinel BreastScan, we cannot predict with certainty when or if we will be able to commercialize the system. There is also no guarantee that we will be able to develop and commercialize other products based upon the technology behind the system.

Methods for the detection of cancer are subject to rapid technological innovation, and there can be no assurance that future technical changes will not render the Sentinel BreastScan obsolete. There can be no assurance that the development of new types of diagnostic medical equipment or technology will not have a material adverse effect on our Medical Products Business and our prospects, business activities, cash flow, financial condition, results of operations and stock price.

If our patents and proprietary rights do not provide substantial protection, then our business and competitive position will suffer.

Our ability to commercialize our products will depend, in part, on our ability, both in the United States and in other countries to obtain patents, enforce those patents, preserve trade secrets and operate without infringing on proprietary rights of third parties. Also, the scope of any of our issued patents may not be sufficiently broad to offer meaningful protection.

The patent positions of medical device companies are uncertain and involve complex legal and factual questions. There can be no assurance that any patents that now or in the future are owned or licensed by us will prevent other companies from developing similar or medically equivalent products, or that other companies will not be issued patents that may prevent the sale of our products or that will require us to enter into licenses and pay significant fees or royalties. Patent litigation is costly and time-consuming, and there can be no assurance that we will have or will devote sufficient resources to pursue such litigation. There can be no assurance that our patent will provide us meaningful protection.

Any claims relating to our making improper payments to physicians for consulting services, or other potential violations of regulations governing interactions between us and healthcare providers, could be time-consuming and costly.

Our relationships with physicians, hospitals and marketers of our products will be subject to scrutiny under various state and federal anti-kickback, self-referral, false claims and similar laws, often referred to collectively as healthcare fraud and abuse laws. The federal anti-kickback laws prohibit unlawful inducements for the referral of business reimbursable under federally-funded health care programs, such as remuneration provided to physicians to induce them to use certain medical devices reimbursable by Medicare or Medicaid. Healthcare fraud and abuse laws are complex and subject to evolving interpretations, and even minor, inadvertent violations potentially can give rise to claims that the relevant law has been violated. Certain states have similar anti-kickback, anti-fee splitting and self-referral laws, imposing substantial penalties for violations. Any violations of these laws could result in a material adverse effect on our Medical Products Business and our prospects, business activities, cash flow, financial condition, results of operations and stock price. We cannot assure you that any of the healthcare fraud and abuse laws will not change or be interpreted in the future in a manner which restricts or adversely affects our business activities or relationships with physicians, screening centers, hospitals and marketers of our products. In addition, possible sanctions for violating these anti-kickback laws include monetary fines, civil and criminal penalties, exclusion from Medicare and Medicaid programs and forfeiture of amounts collected in violation of these prohibitions.

Federal anti-kickback laws also restrict the kinds of relationships we may have with physicians, including clinical research investigators and consultants. We must comply with a variety of other laws, such as laws prohibiting false claims for reimbursement under Medicare and Medicaid, which also can be triggered by violations of federal anti-kickback laws; the Healthcare Insurance Portability and Accountability Act of 1996, which protects the privacy of individually identifiable healthcare information; and the Federal Trade Commission Act and similar laws regulating advertisement and consumer protections. In certain cases, federal and state authorities pursue actions for false claims on the basis that manufacturers and distributors are promoting unapproved or off-label uses of their products.

The scope and enforcement of these laws is uncertain and subject to rapid change, especially in light of the lack of applicable precedent and regulations. Although we believe we comply with these laws, and intend to comply with these laws in the future, we cannot assure investors that federal or state regulatory authorities will not challenge or investigate our current or future activities under these laws. Any challenge or investigation could have a material adverse effect on our Medical Products Business and our prospects, business activities, cash flow, financial condition, results of operations and stock price. Any state or federal regulatory review of us, regardless of the outcome, would be costly and time-consuming. Additionally, we cannot predict the impact of any changes in these laws, and whether or not they will be retroactive.

Changes to health care reform could adversely affect us and our business.

On March 23, 2010, U.S. Congress enacted the Patient Protection and Affordable Care Act (P.L. 111-148) and on March 30, 2010, the Health Care and Education Reconciliation Act of 2010 (P.L. 111-152). The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “PPACA”) provides for significant expansions of coverage for many categories of patients. Effective 2014, large employers will be required to offer coverage or be liable for an additional tax. The effect of this provision is not certain, as the amount of the tax may be less than the cost of providing health insurance. Individuals will be required to have qualifying health coverage, or pay a tax penalty. In 2014, state-based health insurance exchanges will be established to facilitate the purchase of insurance by individuals and small businesses. Effective in 2014, a comprehensive set of mandated benefits is established. Until 2014, a high risk pool will be established for individuals with pre-existing conditions. Other provisions eliminate lifetime coverage limits, rescission of coverage except in cases of fraud, and expand mandatory coverage of children. The net effect of these provisions on us cannot be predicted at this time. However, the PPACA may substantially increase governmental health care expenditures. This may result in added downward pressure on reimbursement for procedures utilizing the Sentinel BreastScan. In addition, the PPACA establishes a 2.3% excise tax on medical devices, beginning in 2014. It is not entirely clear that this tax will apply to our business model of charging for procedures. We anticipate, however, that implementing regulations may apply the tax to the Sentinel BreastScan. Both downward pressure on reimbursement and the excise tax could have a material adverse effect on our Medical Products Business and our prospects, business activities, cash flow, financial condition, results of operations and stock price.

We depend on third-party suppliers and manufacturers, and if they are unable to perform their obligations, our Medical Products Business would suffer.

We expect to purchase all of our components and supplies from third-party suppliers and to outsource any manufacturing to contract manufacturers. Because of regulatory restrictions on manufacturers of medical devices, we may experience significant difficulty in locating

suppliers and manufacturers qualified to manufacture our products or components of our products. Further, manufacturers of medical devices generally have the right to manufacture similar products that may compete with our products, and to terminate their agreements without significant penalty under certain conditions. In addition, disclosure of our proprietary technology to a third-party for manufacturing purposes increases the risk of theft or loss of trade secrets. There can be no assurance that we will be successful in locating manufacturers or suppliers on terms and conditions or with reputations and experience acceptable to us or that our trade secrets will not be stolen.

We will need additional financing to further develop and commercialize our guidewire and Sentinel BreastScan, which we may not be able to receive.

We currently have no significant operations related to our Medical Products Business from which to generate cash flows from that business. Our operations related to our Medical Products Business to date have consumed substantial capital resources and we expect to require additional financing to fund our continued operations for that business. Our future capital requirements with respect to our Medical Products Business will depend on many factors, including technological and market developments, our ability to sell our Medical Products (and, with respect to our Sentinel BreastScan, the underlying software), and cash flows from operating activities. If we raise additional funds through equity or debt financings to finance future operations for our Medical Products Business, any equity financings could result in dilution to our shareholders and debt financing would result in increased interest expense. Any such financing, if available, may be on terms unfavorable or not acceptable to us. If adequate funds are not obtained, we may be required to reduce or curtail our proposed operations regarding our Medical Products Business.

Disruptions in the capital and credit markets, as have been experienced since 2008, could adversely affect our ability to obtain financing generally. If we do obtain debt financing in the future, those banks that provide such debt financing may not be able to meet their funding commitments to us if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests from us and other borrowers within a short period of time.

We expect to incur substantial losses with respect to our Medical Products Business so long as we conduct any manufacturing, regulatory or research and development activities for our Medical Products. If we ultimately receive regulatory approval for the Medical Products, our manufacturing, marketing and sales activities are likely to substantially increase our expenses and our need for additional working capital for our Medical Products Business. In the future, it is possible that we will not have adequate resources to support continuation of activities related to our Medical Products Business.

We are dependent upon doctors and health care providers.

Our business is highly dependent upon the acceptance of our products by doctors and health centers. There can be no assurance that we will be able to attract additional doctors and centers to place our products. There is also no assurance that we will be able to establish and promote the high degree of credibility and high quality of service necessary to successfully commercialize our products.

FINANCIAL INFORMATION

INTRODUCTION

Set forth below are Management’s Discussion and Analysis of Financial Condition and Results of Operations for our Medical Products Business and HCG, respectively, each of which should be read in conjunction with, as applicable, the Company’s financial statements (and the notes thereto, as applicable) attached to this Current Report as Exhibit 99.1 and Exhibit 99.4 and HCG’s financial statements (and the notes thereto) attached to this Current Report as Exhibit 99.2 and Exhibit 99.5. Each discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements due to known and unknown risks, uncertainties and other factors, including those described under the heading “RISK FACTORS” above and elsewhere in this Current Report and in our other periodic filings filed and to be filed with the SEC. Those risk factors expressly qualify all subsequent oral and written forward-looking statements attributable to us or persons acting on our behalf. We disclaim any intention or obligation to update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise.

As of the date of this Current Report, HCG’s business is our only business that currently generates revenue.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — OUR MEDICAL PRODUCTS BUSINESS

As permitted by applicable SEC rules, we hereby incorporate by reference our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and in our Quarterly Report on Form 10-Q for the period ended June 30, 2012.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — HCG

Results of Operations

Net Sales

Approximately 85% to 90% of HCG’s total revenue results from the sale of advertisements for publication in Happenings Magazine, the operations of which are more completely described elsewhere in this Current Report. For the six-month period ended June 30, 2012, HCG’s revenues from advertising sales were $400,153, compared to $375,896 for the same six-month period in 2011. HCG’s management believes that the improving economy in the magazine’s geographic region is the primary reason why HCG generated more advertising dollars during the six-month period ended June 30, 2012.

For the year ended December 31, 2011, HCG’s revenues from advertising sales were $773,173, compared to the year ended December 31, 2010, when HCG’s revenues from advertising sales were $784,115. HCG’s management believes that this decrease is within a normal range of revenues because advertisers may vary the size, frequency and number of months they may choose to place advertisements in Happenings Magazine.

HCG has not materially changed its advertising placement prices since 2010.

Seasonality of Advertising Revenue

HCG designates certain monthly issues to include a theme (for example, weddings in May, or holidays in December) that may increase advertising from a particular subset of customers for that month’s publication. The chart below shows the amount of advertising revenue HCG has generated by month for the twelve month period ending June 30, 2012:

2011
	July	$	64,014
	August	$	67,036
	September	$	69,071
	October	$	61,030
	November	$	60,890
	December	$	75,237
2012
	January	$	78,330
	February	$	55,185
	March	$	59,983
	April	$	55,949
	May	$	89,283
	June	$	61,423

Creative Services Revenue

Approximately 10% to 15% of HCG’s revenue results from creative services, such as designing corporate advertisements and logos and preparing other marketing and collateral material for clients. Provision of these services varies from month to month, depending on customer needs, and there is no guarantee that HCG can generate revenue from such services in any month. For the six-month period ended June 30, 2012, revenues from creative services were $48,691, compared to $54,364 for the same six-month period in 2011. This decrease is the result of decreasing customer demand.

For the year ended December 31, 2011, HCG’s revenues from creative services were $98,163, a decrease from the year ended December 31, 2010, when HCG’s revenues from creative services were $135,056. HCG’s creative services revenues were significantly higher in 2010 due primarily to a special, one time project in 2010. HCG’s management continues to pursue creative services revenue, as the margins on creative services tend to be higher due to the fact that there often is minimal printing expense involved in providing such services.

Selling General and Administrative Expenses

HCG classifies all expenses as Selling, General and Administrative expenses.

Printing Costs

HCG’s largest single expense is the cost of printing. Approximately 30,000 copies of Happenings Magazine are printed each month, usually containing between 150 and 175 full color pages. For the six-month period ended June 30, 2012, HCG’s printing costs were $146,479, compared to $132,514 for the same six-month period in 2011. This change is due to overall increases in the number of pages printed in 2012 compared to 2011 and to slight increases in the price per page charged by the third-party printer. For the year ended December 31, 2011, printing costs were $297,395, a decrease from December 31, 2010, when printing costs were $368,529. The primary reason for the higher amount in 2010 was a one-time special project in creative services in 2010.

Compensation and Sales Commissions

HCG’s other major category of expense is base compensation to its employees and commissions to its sales representatives for generating or selling advertisements. For the six-month period ended June 30, 2012, HCG’s base compensation costs were $125,746, compared to $118,756 for the same six-month period in 2011. For the six-month period ended June 30, 2012, sales commission costs were $61,542, compared to $53,158 for the same six-month period in 2011, reflecting increased advertising revenue over the period.

For the year ended December 31, 2011, HCG’s base compensation costs were $246,129, a slight increase from the year ended December 31, 2010, when HCG’s base compensation costs were $236,581. For the year ended December 31, 2011, HCG’s sales commission costs were $103,757, a decrease from the year ended December 31, 2010 when sales commission costs were $116,785, reflecting the decrease in advertising sales described above.

HCG’s management has maintained a stable employee and sales representative base and does not anticipate material changes in these expense categories in the near future.

Postage and Delivery Expenses

For the six-month period ended June 30, 2012, HCG’s postage and third party delivery expenses were $20,628, compared to $22,429 for the same six-month period in 2011. For the year ended December 31, 2011, HCG’s postage and third party delivery expenses were $44,994, an increase from the year ended December 31, 2010, when postage and delivery expenses were $35,253. The majority of this increase was due to the increased cost of fuel incurred by HCG’s third party delivery service in transporting printed copies of Happenings Magazine to various distribution locations.

Rent Expense

HCG leases office space on a month-to-month basis. HCG’s rent expense has been constant since 2010, at a cost of $1,630 per month, or $19,560 annually. HCG had no operating or capital leases for the years ended December 31, 2011 and 2010, or during the six-month period ended June 30, 2012. HCG’s management believes HCG’s current facilities are adequate for HCG’s needs. HCG does not anticipate any material changes in its rent during 2012.

Automobile Expense

HCG incurs automobile expenses, including monthly charges for leased vehicles and gasoline charges when personally contacting prospective and actual advertisers. For the six-month period ended June 30, 2012, HCG’s automobile expenses were $8,199, compared to $8,223 for the same six-month period in 2011. For the year ended December 31, 2011, automobile expenses were $14,060, a decrease from the year ended December 31, 2010, when HCG’s automobile expenses were $18,742. This decrease in automobile expenses in 2011 is attributable to greater efficiency in automobile usage in visiting advertisers and potential advertisers.

Interest Expense

HCG pays interest on outstanding balances on its line of credit with Pennstar Bank. HCG incurred interest under its line of credit in the amount of $881 for the year ended December 31, 2010 and $290 for the year ended December 31, 2011. For the six-month period ended June 30, 2012, HCG incurred interest under its line of credit in the amount of $525. For each of these periods, the difference in interest expense corresponds to the different amounts HCG borrowed under its line of credit during the respective period.

Inventories

HCG considers all advertising and related consumable products to be period costs, due to materiality and short-term value of products; therefore, as of December 31, 2010 and 2011, and June 30, 2012, HCG held no inventory.

Property and Equipment

HCG’s property consists of equipment purchased for the production of revenues, including general office equipment. HCG’s assets are depreciated over their useful lives beginning when placed in service. Depreciation expense was $406 and $437 for the years ending December 31, 2011 and 2010, respectively. As of December 31, 2011, all of HCG’s fixed assets have been fully depreciated.

Intangibles

At December 31, 2010 and 2011, and June 30, 2012, HCG had no intangible assets.

Taxes

HCG pays payroll and unemployment taxes in accordance with state and federal laws. HCG’s shareholder filed an election permitting HCG to be taxed under Subchapter S of the U.S. Internal Revenue Code, whereby all taxable income passes through to HCG’s shareholder and is taxed at the shareholder’s ordinary tax rate. Accordingly, HCG has recorded no income tax expense in any past reporting periods. Based on the Company’s pro forma combined financial results for June 30, 2012, no income tax expense is being recorded for HCG at this time. HCG’s payroll and unemployment taxes were $27,274 and $28,115 for the periods ended December 31, 2010 and 2011, respectively, and $15,513 for the six-month period ended June 30, 2012.

Balance Sheet Data

As a result of HCG’s consistent operations, HCG has not experienced any significant fluctuation in major asset and liability categories on its balance sheet since December 31, 2010.

Cash and Cash Equivalents

HCG’s cash and cash equivalents were $10,047 at June 30, 2012 compared to $0 at June 30, 2011. At December 31, 2011, HCG’s cash and cash equivalents were $8,383, compared to $0 at December 31, 2010. HCG’s cash and cash equivalents fluctuate from time to time based on the timing of collections and the balance owed under HCG’s line of credit.

Accounts Receivable

HCG’s accounts receivable is the largest category of assets of HCG and were $99,529 at June 30, 2012, less allowance for doubtful accounts in the amount of $8,500, compared to $91,928 at June 30, 2011. At December 31, 2011, HCG had $104,053 in accounts receivable, compared to $89,554 at December 31, 2010. In each of years 2010 and 2011, HCG did not have allowances for doubtful accounts. HCG does not have any one customer that accounts for over 10% of HCG’s receivables. HCG’s accounts receivable fluctuate generally based on seasonal demand for advertising and creative services and Happenings Magazine, and other normal operating conditions.

Accounts Payable

HCG’s accounts payable were $63,254 at June 30, 2012, compared to $56,675 at June 30, 2011. At December 31, 2011, HCG had $57,878 in accounts payable, compared to $67,987 at December 31, 2010.

HCG’s largest expense is for printing services, and HCG’s accounts payable fluctuates generally based on the size and graphical detail of Happenings Magazine and corresponding charges from HCG’s third party printers.

Litigation

From time to time, HCG may become a party to litigation matters involving claims against HCG. Management believes that there are no current matters that would have a material effect on HCG’s financial position or results of operations.

Line of Credit

HCG has a $25,000 revolving line of credit with Pennstar Bank, which renews annually unless either party terminates the line of credit. This line is collateralized by all of HCG’s assets. At June 30, 2012, the outstanding balance on HCG’s line of credit was $23,649, compared to $513 at June 30, 2011. At December 31, 2011, the outstanding balance on HCG’s line of credit was $24,624, compared to $10,894 at December 31, 2010.

Liquidity and Capital Resources

Because of the monthly recurring nature of the publication of Happenings Magazine, HCG generates consistent cash flows from its customer base. HCG’s management believes HCG’s bad debt expense has been immaterial. HCG’s management believes that the cash expected to be generated from operating activities to be sufficient to fund planned operations over the next twelve months.

At June 30, 2012, HCG’s current assets exceed accounts payable to third party vendors and the outstanding balance on HCG’s line of credit. While HCG shows deferred or unearned revenue as a current liability, this amount never represents cash owed to third parties, but merely advanced billing of HCG’s customers for the coming month’s publication of Happenings Magazine.

Related Party Transactions

At December 31, 2011, HCG had a related party shareholder payable of $25,241 related to a loan made by HCG’s shareholder, Rochon Capital, to HCG for working capital.

Two of the employees of HCG are siblings of Mr. Rochon, our Chief Executive Officer, Chairman of our Board of Directors, and the controlling person of Rochon Capital, our principal shareholder.

Shareholders’ Equity

The authorized common stock of HCG consists of 1,000,000 shares with a par value per share of $0.01, all of which are owned by the Company. There are 1,000 shares of HCG’s common stock issued and outstanding, all of which are owned by the Company. HCG has no authorized preferred stock.

Subsequent Events

Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements requiring adjustment or disclosure.

Critical Accounting Policies

There have been no material changes to HCG’s critical accounting policies during the 2012 fiscal year. A complete detail of HCG’s critical accounting policies is included in the notes to HCG’s audited financial statements for the years ended December 31, 2011 and 2010, which are attached as Exhibit 99.2 to this Current Report.

Off-Balance Sheet Arrangements

HCG does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Recently Issued Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (ASC) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to HCG.

PROPERTIES

HCG leases approximately 1,200 square feet of office space as its principal office pursuant to a month-to-month lease with an unaffiliated landlord. The address for this space is 115 North State Street, Clark’s Summit, Pennsylvania.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists the number of shares of our Common Stock that are beneficially owned as of the date of (and following) the First Tranche Closing by (i) each person or entity known to us to then be the beneficial owner of more than 5% of our outstanding Common Stock; (ii) each of our officers and directors; and (iii) all officers and directors as a group.

The percentages below are calculated based on 487,712,326 shares of our Common Stock being issued and outstanding as of the date of the First Tranche Closing.

Name and Address of Beneficial Owner	Positions	Number of Shares of Common Stock Beneficially Owned or Right to Direct Vote		Percent of Common Stock Beneficially Owned or Right to Direct Vote
Rochon Capital, Ltd. (1) c/o John Rochon Management, Inc. 2400 North Dallas Parkway, Suite 230 Plano, Texas 75093		438,086,034	(1)	90	%(1)

Directors and Named Executive Officers

John P. Rochon (1)	Chief Executive Officer/Chairman of the Board of Directors	438,086,034	(1)	90	%(1)

*All directors, Named Executive Officers and other officers as a group*	—	438,086,034	(1)	90	%(1)

(1) The reported shares are directly owned by Rochon Capital. Mr. Rochon is deemed to beneficially own these shares of our Common Stock through his 100% ownership of the general partner of Rochon Capital, John Rochon Management, Inc., which is wholly owned and controlled by Mr. Rochon, and his and the general partner’s ownership of a majority of the limited partnership interests of Rochon Capital. Under the Share Exchange Agreement, Rochon Capital also has purchased and has the right to delivery of an additional 504,813,514 shares of our Common Stock, subject to the filing of an amendment to our Articles of Incorporation to authorize additional shares of our Common Stock. Because of Rochon Capital’s current ownership of outstanding shares of our Common Stock, Rochon Capital can cause that condition to be satisfied, though the amendment cannot be filed or become effective until after the filing and distribution of an information statement to our shareholders. If our current Articles of Incorporation included a sufficient number of authorized shares, Rochon Capital would have, and upon the amendment to our Articles of Incorporation Rochon Capital will have, beneficial ownership of the additional 504,813,514 shares of our Common Stock, resulting in beneficial ownership of a total of 942,899,548 shares of our Common Stock, representing 95% of our outstanding Common Stock.

DIRECTORS AND EXECUTIVE OFFICERS

The following person became our director and executive officer as of the date of the First Tranche Closing and holds the positions set forth opposite his name.

Name	Age	Position

John P. Rochon	61	Chief Executive Officer and Chairman of the Board of Directors

Our directors and officers serve until their successor is elected and qualified, or until their earlier resignation or removal.

John P. Rochon

Immediately following the First Tranche Closing, Mr. Rochon became our Chief Executive Officer and Chairman of our Board of Directors. Mr. Rochon founded Richmont Holdings in July 2001, and has served as its Chairman since that time. Richmont Holdings is a private investment and business management company that has offered proprietary techniques for operational, financial, strategic business planning, marketing, and sales strategies for small and large companies since 2001. Since 2007, Richmont Holdings has procured sales and marketing relationships with a variety of companies. Mr. Rochon is the founder of the Rochon Premium Brands line of gourmet foods. Mr. Rochon is an investor in, member of the Board of Directors (since 2008), and member of the Conduct Review and Risk Policy Committee and the Human Resources Committee and the Compensation Committee of Jameson Bank, a chartered “Schedule 1” financial institution regulated under the Federal Bank Act in Canada. Mr. Rochon holds a Bachelor of Science degree in chemistry and biology from the University of Toronto and holds a Master of Business Administration degree from the University of Toronto.

Since July 2011, Mr. Rochon has been a director of AL International, Inc., a global direct marketer of lifestyle and nutritional products as well as gourmet coffee.

We believe that Mr. Rochon’s extensive functional experience generally, and industry experience in the direct-selling industry, as well as his experience in marketing and brand building, provide us with insight into important issues that we face.

Family Relationships

Ms. Mackarey, the President, Publisher, and a member of the Board of Directors of HCG, is the sister of Mr. Rochon. There are no other family relationships between any of our directors or officers.

Certain Legal Proceedings

In June 2009, Nukote International, Inc. (“Nukote”), a privately owned Delaware corporation, and certain of its subsidiaries and its affiliates voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code. Mr. Rochon was Chief Executive Officer, President and a director of Nukote at the time of that filing and held an approximate 59% equity interest in Nukote and its subsidiaries and affiliates.

Corporate Governance and Board Committees

Our Board of Directors has not established an audit, executive or compensation committee, nominating or governance committees as standing committees, nor has our Board of Directors established other committees performing equivalent functions. Our Board of Directors will be responsible for the matters that would otherwise be performed by these committees.

No Director Independence

We currently are not listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of our Board of Directors be independent. Our Board of Directors has determined that none of our directors is “independent” under the definition set forth in the listing standards of the NASDAQ Stock Market, Inc., which is the definition that our Board of Directors has chosen to use for the purposes of the determining independence, as the OTC Markets OTCQB does not provide such a definition.

Code of Ethics

We have not yet adopted a Code of Ethics. We plan to adopt a Code of Ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in conflict-of-interest transactions without our consent.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following Summary Compensation Table sets forth information concerning the compensation paid to or earned by:

(1) our principal executive officer;

(2) each of our two most highly compensated executive officers who were serving as executive officers at the end of the fiscal year ended December 31, 2011; and

(3) up to two additional individuals for whom disclosure would have been provided under (2) but for the fact that the individual was not serving as our executive officer at the end of the fiscal year ended December 31, 2011, whom we will collectively refer to as the named executive officers of our company, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year.

Name and Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards ($)		Option Awards ($)	Non- Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)		Total ($)
John P. Rochon, Chief Executive Officer and Chairman of our Board of Directors	2012	—		—	—		—	—	—	—		—

Paula Mackarey, President, Publisher and a director of HCG (1)	2012	$	40,000	—	—		—	—	—		(1)	$	40,000	(1)
	2011	$	40,000	—	—		—	—	—		(1)	$	40,000	(1)
	2010	$	40,000	—	—		—	—	—		(1)	$	40,000	(1)

Michael DiCicco, Vice President and Director (2)	2010	—		—	—		—	—	—	—		—
Michael DiCicco, Vice President and Director (2)	2011	—		—	$	1,865,992	—	—	—	—		$	1,865,992	(2)

Douglas Miscoll (3)	2010	—		—	—		—	—	—	—		—
	2011	—		—	$	230,000	—	—	—	—		$	230,000	(3)

David Hostelley (4)	2010	—		—	—		—	—	—	—		—
	2011	—		—	$	8,400	—	—	—	—		$	8,400	(4)

(1) Ms. Mackarey currently receives, and has received during fiscal years 2010 and 2011, an automobile allowance of $500 each month, or $6,000 annually.

(2) On July 28, 2011, we issued 1,444,000 shares of our restricted Common Stock for services rendered by Michael DiCicco, our then Vice President and Director, which we valued at $0.248 per share. On March 7, 2012, we issued 6,556,000 additional restricted shares to Michael DiCicco for services rendered and to be rendered as our Vice President and director from January 1, 2012 to December 31, 2016, which we valued at $0.23 per share. At the First Tranche Closing, Michael DiCicco resigned as a director and, as of such time, all shares issued for future service to him were deemed earned. Michael DiCicco has no further obligation to provide services to us.

(3) On March 7, 2012, we issued 1,000,000 shares of our restricted Common Stock to our director, Douglas Miscoll, for services to be rendered as our director from March 8, 2012 to March 8, 2016, which we valued at $0.23 per share. At the First Tranche Closing, Mr. Miscoll resigned as a director and, as of such time, all shares issued for future service to him were deemed earned. Mr. Miscoll has no further obligation to provide services to us.

(4) On March 10, 2011, we issued 200,000 shares of our restricted Common Stock to David Hostelley, a former officer, which we valued at $8,400.

The disclosures in this section are based on disclosures previously made by our prior management in the Company’s Schedule 14f-1 filed with the SEC on September 10, 2012.

Mr. Rochon currently is not receiving, and has not received, compensation for service as our Chief Executive Officer. We currently do not have any written policies for executive officer compensation or reimbursement of expenses.

Options Grants During the Last Fiscal Year / Stock Option Plans

No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or director during the fiscal year ended December 31, 2011 or, as of the date of this Current Report, during the current fiscal year.

Aggregated Options Exercises in Last Fiscal Year

No stock options were exercised by any of our officers or directors during the fiscal year ended December 31, 2011 or, as of the date of this Current Report, during the current fiscal year.

Long-Term Incentive Plans and Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of our officers, directors, employees or consultants during the fiscal year ended December 31, 2011 or, as of the date of this Current Report, during the current fiscal year.

DIRECTOR COMPENSATION

Mr. Rochon currently is not receiving, and has not received, compensation for service as our director. We currently do not have any written policies for director compensation or reimbursement of expenses.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)		Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

Thomas DiCicco	—	—		—	—	—	—	—

Michael DiCicco(1)	—	$	1,865,992	—	—	—	—	$	1,865,992

Douglas Miscoll(2)	—	$	230,000	—	—	—	—	$	230,000

(1) On July 28, 2011, we issued 1,444,000 shares of restricted Common Stock for services rendered by Michael DiCicco, our then Vice President and director, which we valued at $358,560. On March 7, 2012, we issued 6,556,000 additional shares of restricted Common Stock to Michael DiCicco for services rendered and to be rendered as our Vice President and director, which we valued at $.23 per share. All shares of our Common Stock for future services subsequently were deemed fully earned.

(2) On March 7, 2012, we issued 1,000,000 shares of restricted Common Stock to our then director, Douglas Miscoll, for services to be rendered as our director, which we valued at $.23 per share. All shares of our Common Stock for future services subsequently were deemed fully earned.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR INDEPENDENCE

On March 10, 2011, we issued 200,000 shares of restricted Common Stock to David Hostelley for service as our then Chief Executive Officer, President and Chief Financial Officer.

As set forth above, on July 11, 2011, we entered into the License Agreement with Infrared, a company controlled by Thomas DiCicco, our former Chief Executive Officer and a director, wherein we obtained the exclusive worldwide rights to use, develop, modify and commercialize certain non-patented technology, equipment and other property known as the Sentinel BreastScan, which develops high resolution digital infrared imaging for breast cancer. We agreed to pay $250,000 as consideration for the rights granted under the License Agreement. Of this amount, there is a balance owing of $75,000 as of the date of this Current Report. Under the terms of the Share Exchange Agreement, at the First Tranche Closing, we may pay up to $75,000 to Infrared for outstanding amounts due pursuant to our agreement with Infrared. We may elect to pay any remaining sums due to Infrared or, in lieu of payment, transfer the rights we hold in the Sentinel BreastScan and the guidewire, to Infrared.

On July 28, 2011, we issued 1,440,000 shares of restricted Common Stock to Michael DiCicco, our then Vice President and a director, for services rendered to us. On March 7, 2012, we issued an additional 6,556,000 shares of restricted Common Stock to Mr. DiCicco for future service as our Vice President and director. All shares issued to Michael DiCicco for future service subsequently were deemed fully earned. Michael DiCicco has no further obligation to provide services to us.

During November 2011, we issued a convertible note to Josh Gooden in the original principal amount of $220,000. On December 1, 2011, we issued 2,256,818 shares of restricted Common Stock to Mr. Gooden in satisfaction of such note.

On March 7, 2012, we issued 1,000,000 shares of our restricted Common Stock to our then director, Douglas Miscoll, for future service as our director. All shares issued to Mr. Miscoll for future service subsequently were deemed fully earned. Mr. Miscoll has no further obligation to provide services to us.

On May 15, 2012, we issued 2,666,666 shares of our restricted Common Stock to Lee White, an investor, in satisfaction of $250,000 in principal and $16,666 in interest due to him pursuant to a convertible note.

On May 16, 2012, we issued 2,380,000 shares of restricted Common Stock to Collin Harvey, an investor, in satisfaction of $225,000 in principal and $13,000 in interest due to him pursuant to a convertible note.

On September 27, 2012, Rochon Capital transferred, in a private transaction, 3,000,000 shares of restricted Common Stock received by Rochon Capital as part of the Initial Share Exchange to each of Kelly Kittrell and Russell Mack. Rochon Capital transferred these shares to Messrs. Kittrell and Mack in exchange for services performed by them to Richmont Holdings in connection with the Share Exchange Agreement, and, with respect to Mr. Kittrell, for financial management services, and with respect to Mr. Mack, for marketing strategy services, to be performed on behalf of the Company in connection with any direct-selling business conducted by us. Each of Messrs. Kittrell and Mack is an employee of an affiliate of Richmont Holdings.

LEGAL PROCEEDINGS

We are not aware of any material, active, pending or threatened proceeding against us, nor are we involved as a plaintiff in any material proceeding or pending litigation.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON STOCK

AND RELATED STOCKHOLDER MATTERS

Market Information

Since February 2008, our Common Stock has been quoted on the OTC Bulletin Board and the OTC Markets OTCQB under the symbol “CVSL.” Our Common Stock currently is traded on the OTC Markets OTCQB. Our trading symbol will remain “CVSL” until such time as our management determines to request a new trading symbol.

The following table sets forth, for the periods indicated, the high and low closing bid price quotations for our Common Stock. These prices reflect prices paid for our Common Stock before the Initial Share Exchange (except for the bid prices listed for September 30, 2012). The quotes represent inter-dealer prices, without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.

	High (1)		Low (1)
Quarterly Periods for the Year 2012
Ended March 31	$	.40	.10
Ended June 30	$	.25	.05
Ended September 30	$	.12	.04

Quarterly Periods for the Year 2011 (1)
Ended March 31	$	.057	.057
Ended June 30	$	.44	.27
Ended September 30	$	.22	.04
Ended December 31	$	.18	.155

Quarterly Periods for the Year 2010 (1)
Ended March 31	$	.20	.20
Ended June 30	$	.06	.06
Ended September 30	$	.15	.15
Ended December 31	$	.11	.11

(1) Except with respect to the quarterly period ended December 31, 2011 and each of the reported quarterly periods in 2012, as of the date of this Current Report, our current management is unable to confirm independently the high and low stock prices reported in this chart, and such reported stock prices are based on public disclosures previously made by our prior management.

Holders

As of the date of the First Tranche Closing, and after giving effect to the issuance of the 438,086,034 shares issued to Rochon Capital in connection with the Initial Share Exchange, we had outstanding a total of 487,712,326 shares of our Common Stock. 480,976,187 of these shares were held by approximately 50 holders of record as of such time, and an estimated 6,736,139 shares of our Common Stock were in street name or nominee accounts as of such time.

Dividends

We have never declared or paid a cash dividend. Any future decisions regarding dividends will be made by our Board of Directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our Board of Directors has complete discretion on whether to pay dividends. Even if our Board of Directors decides to pay dividends, the form, frequency and amount of any dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our Board of Directors may deem relevant.

Equity Compensation Plans

We currently do not have an equity compensation or similar plan for the Company’s or HCG’s employees.

Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities are provided by the exchange or system. Our stock currently is a “penny stock.” The penny stock rules require a broker-dealer, before effecting a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form as the SEC shall require by rule or regulation.

The broker-dealer also must provide to the customer, before effecting any transaction in a penny stock, (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account

statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that before effecting a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks and a signed and dated copy of a written suitably statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our Common Stock.

Rule 144

As of the date of the First Tranche Closing, there were 487,712,326 shares of our Common Stock issued and outstanding, of which at least the 438,086,034 shares of Common Stock issued to Rochon Capital at the First Tranche Closing are deemed “restricted securities” within the meaning of Rule 144. Absent registration under the Securities Act, the sale of such shares is subject to Rule 144, as promulgated under the Securities Act.

In general, under Rule 144, subject to the satisfaction of certain other conditions, a person deemed to be one of our affiliates who has beneficially owned restricted shares of our Common Stock for at least six months is permitted to sell in an unsolicited brokerage transaction, within any three-month period, a number of shares that does not exceed the greater of 1% of the total number of outstanding shares of the same class or, if our Common Stock is subsequently quoted on a stock exchange, the average weekly trading volume during the four calendar weeks preceding the sale.

Rule 144 also permits a person who is not and who has not been an affiliate of ours for at least three months immediately preceding the sale and who has beneficially owned the shares of Common Stock for at least six months to sell such shares without restriction, other than the requirement that there be current public information available regarding us as set forth in Rule 144. To the extent that Rule 144 is otherwise available, this provision is currently applicable to all of the restricted shares. If a non-affiliate has held the shares for at least one year, such person may make unlimited sales pursuant to Rule 144 without restriction.

We do not believe that we were a “shell company” immediately before the Initial Share Exchange. However, there is risk that the SEC could determine that we were a “shell company” at any point before such time. If so, in order for any of our shareholders to sell in reliance on Rule 144:

· we must have ceased to be a “shell company;”

· we must be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

· we must have filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months; and

· at least one year must have elapsed since we filed current “Form 10 Information” with the SEC reflecting status as an entity that is no longer a “shell company.”

In case we were determined to be a “shell company,” this Current Report includes the current “Form 10 information” that is required for Rule 144 to become available to our shareholders. Even so, in that circumstance, our shareholders would not be entitled to rely upon Rule 144 for at least one year after the filing of this Current Report, and may then do so only so long as we continue to satisfy the other conditions described above.

RECENT SALES OF UNREGISTERED SECURITIES

As of the date of the First Tranche Closing, we issued 438,086,034 shares of our Common Stock to Rochon Capital in connection with the Initial Share Exchange; additional shares of our Common Stock will be issued to Rochon Capital at the Second Tranche Closing.

On March 7, 2012, we issued 50,000 shares of our restricted Common Stock for bookkeeping services rendered to us.

On March 7, 2012, we issued 50,000 shares of our restricted Common Stock for fabricating the prototype for our guidewire.

On March 7, 2012, we issued 30,000 shares of our restricted Common Stock for legal services.

On March 7, 2012, we issued 8,830,000 shares of our restricted Common Stock for consulting services in financial, business and marketing.

On March 7, 2012, we issued 2,830,000 shares of our restricted Common Stock for consulting services in financial, business and marketing.

On March 7, 2012, we issued 25,000 shares of our restricted Common Stock for assistance with marketing our products.

On March 7, 2012, we issued 5,000 shares of our restricted Common Stock for strategic introductions.

On March 7, 2012, we issued 6,556,000 shares of our restricted Common Stock to our then Vice President and director, Michael DiCicco for services rendered to us as our vice president and director.

On March 7, 2012, we issued 1,000,000 shares of our restricted Common Stock to our then director, Douglas Miscollu for service as our director.

On March 7, 2012, we issued 6,830,000 shares of our restricted Common Stock to a consultant for services rendered to us.

On March 7, 2012, we issued 2,830,000 shares of our restricted Common Stock to a consultant for services rendered to us.

On February 13, 2012, we issued 298,350 shares of our restricted Common Stock to Olympus Capital Group in exchange for satisfaction of a convertible note in the amount of $7,500.

On February 13, 2012, we issued an aggregate of 175,000 shares of our restricted Common Stock to six persons for service on our scientific advisory board.

On February 13, 2012, we issued 99,450 shares of our restricted Common Stock to Rada Advisors, Inc. in exchange for satisfaction of a convertible note in the amount of $2,500.

During November 2011, we issued $470,000 worth of convertible notes to three investors. The notes are convertible into shares of our restricted Common Stock, at the price per share which is 20% less than the daily average of our bid and ask price for the 30 days prior to the date that the Holder delivers a notice of conversion to us.

On July 28, 2011, we issued 1,444,000 shares of our restricted Common Stock to Michael DiCicco, our then Vice President and director for services rendered.

On July 28, 2011, we issued 1,174,000 shares of our restricted Common Stock to Joseph Safina for services rendered.

On July 28, 2011, we issued 1,174,000 shares of our restricted Common Stock to Joseph Babiak.

On March 10, 2011, we issued 200,000 shares of our restricted Common Stock to our former officer and director, David Hostelley. The stock was valued at $8,400 based on the then current fair market price.

On May 15, 2010, we issued 200,000 shares of our restricted Common Stock to Mr. Asher Zwebner, a former officer and director in exchange for the release of liabilities. The transaction was valued at $60,000.

On May 15, 2010, we issued 100,000 shares of our restricted Common Stock to Mr. Joseph Raz in exchange for the release of liabilities owed to him. The transaction was valued at $30,000.

On January 12, 2010, we issued 120,000 shares of our restricted Common Stock to a former director and officer as compensation for consulting services rendered or to be rendered amounting to $24,000 during the year ending December 31, 2010.

On June 8, 2010, we sold an aggregate of 12,500,000 shares of our restricted Common Stock to two separate entities (Rada Advisors, Inc. and Olympus Capital Group, LLC) for a total of $95,000 pursuant to an agreement for the purchase of our Common Stock. The share transaction represented approximately 63.5% of our total outstanding Common Stock at such time, and resulted in a change in our control.

The disclosures in this section (other than with respect to Rochon Capital) are based on disclosures made by our prior management in the Company’s Form 10-K for the fiscal year ended December 31, 2011.

DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

Under the Registration Rights Agreement, we granted Rochon Capital certain registration rights related to all of the shares of our Common Stock acquired and to be acquired by Rochon Capital under the Share Exchange Agreement (“Company Shares”). The Registration Rights Agreement provides that, at any time after the date of the Registration Rights Agreement, the holder or holders of at least 25% of the Company Shares then outstanding may request registration on Form S-1 under the Securities Act. We will then be required to cause a registration statement to be filed within 30 days after the initial request for registration, and must use our best efforts to cause such registration statement to be declared effective by the SEC as soon as practical thereafter. We also must use our best efforts to qualify and remain qualified to register securities under the Securities Act pursuant to a registration statement on Form S-3.

The Registration Rights Agreement also provides holders of Company Shares “piggy-back” registration rights to participate in other registered offerings of our capital stock, subject to certain limitations.

Under the Registration Rights Agreement, we agreed to indemnify the holders of Company Shares and their affiliates against certain liabilities, including liabilities under the Securities Act and for losses relating to material omissions or misstatements with respect to information provided by us. The holders of Company Shares participating in a registration agreed in the Registration Rights Agreement to indemnify us for losses under securities laws for any material omissions or misstatements with respect to information provided by such holder for inclusion in a registration statement, subject to certain limitations.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, the form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Florida Business Corporation Act, as amended (the “Florida Act”), provides that, in general, a business corporation may indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, provided certain standards are met, including that such officer or director acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and provided further that, with respect to any criminal action or proceeding, the officer or director had no reasonable cause to believe his or her conduct was unlawful.

In the case of proceedings by or in the right of the corporation, the Florida Act provides that, in general, a corporation may indemnify any person who was or is a party to any such proceeding by reason of the fact that he or she is or was a director or officer of the corporation against expenses and amounts paid in settlement actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, provided that such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim as to which such person is adjudged liable unless a court of competent jurisdiction determines upon application that such person is fairly and reasonably entitled to indemnity.

To the extent that any officers or directors are successful on the merits or otherwise in the defense of any of the proceedings described above, the Florida Act provides that the corporation is required to indemnify such officers or directors against expenses actually and reasonably incurred in connection therewith. However, the Florida Act further provides that, in general, indemnification or advancement of expenses shall not be made to or on behalf of any officer or director if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (i) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a transaction from which the director or officer derived an improper personal benefit; (iii) in the case of a director, a circumstance under which the director has voted for or assented to a distribution made in violation of the Florida Act or the corporation’s articles of incorporation; or (iv) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

As is permitted under the Florida Act, we are purchasing insurance with respect to, among other things, the liabilities that may arise under the statutory provisions referred to above. Our directors and officers also are insured against certain liabilities, including certain liabilities arising under the Securities Act and the Exchange Act, which might be incurred by them in such capacities and against which they may or may not be indemnified by us.

As set forth above, as of September 28, 2012, we adopted an Amendment to our Bylaws to provide for mandatory indemnification and advancement of expenses of our directors and executive officers.

As set forth above, as of the date of the First Tranche Closing, we entered into an Indemnification Agreement with Mr. Rochon. The Indemnification Agreement contains provisions that will require us to indemnify Mr. Rochon against claims related to the fact that Mr. Rochon is a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise.

The Indemnification Agreement additionally requires us to advance, pay or reimburse expenses incurred by Mr. Rochon in connection with indemnifiable claims. Upon a Change of Control (as defined in the Indemnification Agreement), Mr. Rochon will not be entitled to indemnification or expense advancement under the Indemnification Agreement unless the Company has joined in, or our Board of Directors has authorized or consented to the initiation of, the indemnity claim, or the indemnity claim is one to enforce Mr. Rochon’s rights under the Indemnification Agreement.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 3.02 Unregistered Sales of Equity Securities .

The disclosures set forth in Item 2.01 of this Current Report, including specifically the information under the heading “RECENT SALES OF UNREGISTERED SECURITIES” in our disclosures in that item, are incorporated into this item by reference.

Item 5.01 Change in Control of Registrant .

As a result of the Initial Share Exchange, we experienced a change in control, with Rochon Capital acquiring approximately 90% of our outstanding Common Stock. We filed a Schedule 14f-1 with the SEC in connection with a change in a majority of our directors and our change in control. The disclosures set forth in Item 2.01 of this Current Report are incorporated into this item by reference.

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

The disclosures set forth in Item 2.01 of this Current Report are incorporated into this item by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .

The disclosures set forth in Item 2.01 of this Current Report are incorporated into this item by reference.

Item 9.01 Financial Statements and Exhibits .

(a) Financial Statements of Business Acquired . Audited financial statements of Happenings Communications Group, Inc. for the fiscal years ended December 31, 3011 and 2010 are filed as Exhibit 99.2 to this Current Report.

(b) Pro Forma Financial Information . Our pro forma financial statements for the periods ended December 31, 2011 and June 30, 2012 are filed as Exhibit 99.3 to this Current Report.

(d) Exhibits .

2.1 Share Exchange Agreement, dated August 24, 2012, by and among Computer Vision Systems Laboratories, Corp., a Florida corporation, Happenings Communications Group, Inc., a Texas corporation, and Rochon Capital Partners, Ltd., a Texas limited partnership (incorporated by reference to Exhibit 10.10 of our Current Report on Form 8-K filed with the SEC on August 30, 2012).

3.1 Articles of Incorporation of Computer Vision Systems Laboratories, Corp., filed with the Florida Secretary of State to be effective as of June 27, 2011 (incorporated by reference to Exhibit 3.3 of our Current Report on Form 8-K filed with the SEC on June 28, 2011).

3.2 Bylaws of Computer Vision Systems Laboratories, Corp. (incorporated by reference to Exhibit 3.4 of our Current Report on Form 8-K filed with the SEC on June 28, 2011).

3.3 Amendment to Bylaws of Computer Vision Systems Laboratories, Corp., effective as of September 28, 2012.*

3.4 Articles of Incorporation of Happenings Communications Group, Inc., filed with the Texas Secretary of State on March 4, 1996, as amended.*

3.5 Amended and Restated Bylaws of Happenings Communications Group, Inc.*

10.1 Registration Rights Agreement, dated September 25, 2012, by and between Computer Vision Systems Laboratories, Corp., a Florida corporation, and Rochon Capital Partners, Ltd., a Texas limited partnership.*

10.2 Indemnification Agreement entered into between Computer Vision Systems Laboratories, Corp. and John P. Rochon.*

21.1 Subsidiary.*

23.1 Consent of Peter Messineo, certified public accountant.*

99.1 Audited financial statements for Computer Vision Systems Laboratories, Corp. for the fiscal years ended December 31, 3011 and 2010 (incorporated by reference to the Annual Reports on Form 10-K for the fiscal years ended December 31, 2011 and 2010).

99.2 Audited financial statements for Happenings Communications Group, Inc. for the fiscal years ended December 31, 2011 and 2010.*

99.3 Pro forma unaudited consolidated financial statements for Computer Vision Systems Laboratories, Corp. and Happenings Communications Group, Inc. for the periods ended December 31, 2011 and June 30, 2012.*

99.4 Unaudited financial statements for Computer Vision Systems Laboratories, Corp. for the six-months ended June 30, 2012 (incorporated by reference to our Quarterly Report on Form 10-Q for the period ended June 30, 2012).

99.5 Unaudited financial statements for Happenings Communications Group, Inc. for the six-months ended June 30, 2012.*

99.6 Press release of Computer Vision Systems Laboratories, Corp. dated September 25, 2012.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Computer Vision Systems Laboratories, Corp.


Date: October 1, 2012	By:	/s/ John P. Rochon
		John P. Rochon
		Chief Executive Officer

Exhibit 3.3

AMENDMENT TO BYLAWS

COMPUTER VISION SYSTEMS LABORATORIES, CORP.

A Florida corporation

This Amendment to Bylaws amends, modifies and supplements the existing Bylaws of Computer Vision Systems Laboratories, Corp. (the “corporation”) by adding a new Article 9 to such Bylaws to read as follows:

ARTICLE 9 — INDEMNIFICATION

9.1 Directors and Officers. The corporation shall indemnify its directors and officers to the fullest extent not prohibited by the Florida Business Corporation Act (the “FBCA”) or any other applicable law; provided, however, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person (a proceeding initiated by a director of officer shall not include a mandatory counterclaim under applicable law) unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the FBCA or any other applicable law or (iv) such indemnification is required to be made under this Article 9.

9.2 Other Employees and Other Agents. The corporation shall have power to indemnify its other employees and other agents as set forth in the FBCA or any other applicable law.

9.3 Expenses. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding; provided, however, that, if the FBCA requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section 9.3 or otherwise.

9.4 Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Article 9 shall be deemed to

be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer. Any right to indemnification or advances granted by this Article 9 to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, by the corporation, or (ii) no disposition of such claim is made by the corporation within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall also be entitled to be reimbursed the expense of prosecuting the claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the FBCA or any other applicable law for the corporation to indemnify the claimant for the amount claimed. Neither the failure of the corporation (including its board of directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the FBCA or any other applicable law, nor an actual determination by the corporation (including its board of directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

9.5 Nonexclusivity of Rights. The rights conferred on any person by this Article 9 shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the FBCA or any other applicable law.

9.6 Survival of Rights. The rights conferred on any person by this Article 9 shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

9.7 Insurance. To the fullest extent permitted by the FBCA, or any other applicable law, the corporation, upon approval by the board of directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Article 9.

9.8 Amendments. Any repeal or modification of this Article 9 shall only be prospective and shall not affect the rights under this Article 9 in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any director, officer, employee or agent of the corporation.

9.9 Saving Clause. If this Article 9 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and executive officer to the full extent not prohibited by any applicable portion of this Article 9 that shall not have been invalidated, or by any other applicable law. If this Section 9.9 shall be invalid due to the application of the indemnification provisions of another

jurisdiction, then the corporation shall indemnify each director and officer to the full extent under applicable law.

9.10 Certain Definitions. For the purposes of this Article 9, the following definitions shall apply:

(a) The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony (including, without limitation, giving deposition testimony or responding to a subpoena) in, any threatened, pending, or completed action, suit, or other type of proceeding, whether civil, criminal, administrative, or investigative and whether formal or information,.

(b) The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(c) The term the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article 9 with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(d) References to an “employee” or “agent” of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(e) References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation that imposes duties on, or involves services by, such director, officer, employee, or agent with to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article 9.

Exhibit 3.4

FILED

In the Office of the
Secretary of Sate of Texas

MAR 4 1996

Corporations Section

ARTICLES OF INCORPORATION

JPR PUBLICATIONS CORP.

I, the undersigned natural person, acting as an incorporator of a corporation (hereinafter referred to as the “Corporation”) under the Texas Business Corporation Act, as amended (the “TBCA”), do hereby adopt the following Articles of Incorporation for the Corporation:

ARTICLE ONE: NAME

The name of the Corporation is JPR Publications Corp.

ARTICLE TWO: DURATION

The Corporation’s period of duration is perpetual.

ARTICLE THREE: PURPOSE

The purpose for which the Corporation is organized is to transact any and all lawful business for which corporations may be incorporated under the TBCA.

ARTICLE FOUR: PREEMPTIVE RIGHTS DENIED

No holders of any shares of stock (whether now or hereafter authorized) of the Corporation shall, as such holders, have any preemptive or preferential right to receive, purchase, or subscribe for (i) any unissued or treasury shares of any class of stock (whether now or hereafter authorized) of the Corporation; (ii) any obligations, evidence of indebtedness, or other securities of the Corporation, whether convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase, or subscribe for, any such unissued or treasury shares; (iii) any right of subscription for or to receive, or any warrant or option for the purchase of, any of the foregoing securities; or (iv) any other securities that may be issued or sold by the Corporation, other than such right or rights (if any) as the Board of Directors of the Corporation, in its sole and absolute discretion, may determine at any time or from time to time.

ARTICLE FIVE: STOCK

The Corporation is authorized to issue one class of shares to be designated as “common.” The Corporation is authorized to issue a total number of 1,000,000 common shares, and the par value of each such share is $0.01.

ARTICLE SIX: COMMENCING BUSINESS

The Corporation will not commence business until it has received consideration for the issuance of its stock amounting to $1,000.00 in value consisting of money, labor done, or property actually received, or any combination thereof.

ARTICLE SEVEN: VOTING

Except where otherwise provided in these Articles of Incorporation or Bylaws of the Corporation, the holders of the common stock shall have exclusive voting rights and powers at shareholders’ meetings, including the exclusive right to notice of such shareholders’ meetings.

ARTICLE EIGHT: CUMULATIVE VOTING

Cumulative voting for the election of directors is prohibited.

ARTICLE NINE: ADOPTION OF BYLAWS

The Board of Directors of the Corporation shall adopt the initial Bylaws of the Corporation and may thereafter alter, amend, or repeal the Bylaws of the Corporation or may adopt new Bylaws, subject to the shareholders’ concurrent right to alter, amend, or repeal the Bylaws or to adopt new Bylaws. Any or all Bylaws altered, amended, repealed, or adopted by the shareholders shall not be altered, amended, re-enacted, or repealed by the Board of Directors of the Corporation.

ARTICLE TEN: VOTING PERCENTAGES

Any action of the Corporation that, under the provisions of the TBCA, is required to be authorized or approved by the holders of two-thirds, or any other specified fraction that is in excess of one-half, or any specified percentage that is in excess of 50%, of the outstanding shares of the Corporation shall, notwithstanding any such provision of the TBCA, be deemed effectively and properly authorized or approved if authorized or approved by the vote of the holders of more than 50% of the outstanding shares entitled to vote thereon represented in person or by proxy at an annual or special shareholders’ meeting. Nothing contained in this Article Ten is intended to require shareholder authorization or approval of

any action of the Corporation whatsoever unless such authorization or approval is specifically required by the other provisions of these Articles of Incorporation, the Bylaws of the Corporation, or the TBCA. Any action that may be taken, or is required by the TBCA to be taken, at any annual or special meeting of the shareholders of the Corporation may be taken without a meeting, without prior notice, and without a vote if a written consent or consents setting forth the action so taken shall be signed by the holder or holders of shares having not less than the minimum number of votes that otherwise would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and all of such shares were voted.

ARTICLE ELEVEN: INTERESTED PARTIES

A contract or transaction between the Corporation and any other Person (as used herein the term “Person” shall mean an individual, firm, trust, estate, partnership, joint venture, association, corporation, political subdivision or instrumentality, or other entity) shall not be affected or invalidated by the fact that (i) any director, officer, or security holder of the Corporation is also a party to, or has a direct or indirect interest in, such contract or transaction; or (ii) any director, officer, or security holder of the Corporation is in any way connected with such other Person or with any of its officers or directors.

Every person who may become a director of the Corporation is hereby relieved from any liability that might otherwise exist from contracting with the Corporation for the benefit of himself or herself or of any Person in which he or she has any interest, whether or not the interested director’s presence at a meeting or his or her vote or votes were necessary to obligate the Corporation in such transaction, if such interest shall have been disclosed to, or known to, the Corporation’s directors or shareholders who shall have approved such transaction.

ARTICLE TWELVE: INDEMNIFICATION

The Corporation shall indemnify and hold harmless directors, officers, employees, and agents of the Corporation, and may purchase and may maintain liability insurance for such persons, as and to the extent permitted by the TBCA.

ARTICLE THIRTEEN: REPURCHASE OF STOCK

The Corporation is authorized to purchase, directly or indirectly, its own shares of stock to the extent of the unreserved and unrestricted surplus available therefor, without submitting such purchase to a vote of the shareholders of the Corporation.

ARTICLE FOURTEEN: AUTHORITY TO BORROW

The Board of Directors is expressly authorized, without the consent of the shareholders, except so far as such consent is herein or by law required, to issue and sell or otherwise dispose of, for any purpose, the Corporation’s bonds, notes, debentures, or other securities or obligations, upon such terms and for such consideration as the Board of Directors shall deem advisable, and to authorize and cause to be executed mortgages, pledges, charges, and liens upon all or part of the real and personal property rights, interests, and franchises of the Corporation, including contract rights, whether at the time owned or thereafter acquired.

ARTICLE FIFTEEN: INITIAL OFFICE AND AGENT

The address of the initial registered office of the Corporation is 4300 Westgrove Drive, Dallas, Texas 75248, and the name of its initial registered agent at such address is Mark C. Landry.

ARTICLE SIXTEEN: INITIAL DIRECTORS

The number of directors constituting the initial Board of Directors of the Corporation is two, and the name and address of the person who is to serve as director until the first annual meeting of shareholders, and until his successor is elected and qualified, is:

NAME		ADDRESS

Paula C. Rochon		514 Summit Avenue
		Clarks Summit, Pennsylvania 18411

John P. Rochon		4300 Westgrove Drive
		Dallas, Texas 75248

ARTICLE SEVENTEEN: INCORPORATOR

The name and address of the incorporator is:

NAME		ADDRESS

Ray A. Balestri		Block & Balestri, P.C.
		15851 Dallas Parkway
		Suite 1020
		Dallas, Texas 75248

IN WITNESS WHEREOF, I have executed this document as of the 1 st day of March, 1996.

	/s/ Ray A. Balestri
	Ray A. Balestri

ACKNOWLEDGMENT

STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

This instrument was acknowledged before me on the 1 st day of March, 1996, by Ray A. Balestri.

(S E A L)

	/s/ GAYLA STEWART
	Notary Public, State of Texas

FILED

In the Office of the
Secretary of Sate of Texas

FEB 07 2000

Corporations Section

ARTICLES OF AMENDMENT

THE ARTICLES OF INCORPORATION

JPR PUBLICATIONS CORP.

Pursuant to the provisions of the Texas Business Corporation Act, the undersigned domestic corporation adopts the following Articles of Amendment to its Articles of Incorporation:

1. The name of the corporation is JPR PUBLICATIONS CORP. (the “Corporation”). The Articles of Incorporation of the Corporation were filed in the Office of the Secretary of State of Texas on March 4, 1996 (Charter No. 01390966).

2. Pursuant to the Written Consent of the Sole Stockholder of the Corporation, effective as of January 26, 2000, Article One of the Articles of Incorporation is deleted and replaced with the following Article One, the purpose of which is to change the name of the Corporation:

ARTICLE ONE

The name of the corporation is HAPPENINGS COMMUNICATIONS GROUP, INC.

3. The number of shares of the Corporation outstanding at the time of such adoption was one thousand (1,000) shares of Common stock, par value of $0.01 each, and the number of shares entitled to vote thereon was one thousand (1,000) shares of Common stock. The number of shares of the Corporation voting “for” such amendment was one thousand (1,000) shares of Common stock. The number of shares of the Corporation voting “against” such amendment was zero (0) shares of Common stock.

DATE: January 26, 2000	JPR PUBLICATIONS CORP.


	By:	/s/ John P. Rochon
		John P. Rochon
		Chairman of the Board

Exhibit 3.5

AMENDED AND RESTATED BYLAWS

HAPPENINGS COMMUNICATIONS GROUP, INC.

A Texas corporation

(September 28, 2012)

TABLE OF CONTENTS

ARTICLE I OFFICES	1
Section 1. Principal Office	1
Section 2. Other Offices	1
ARTICLE II SHAREHOLDERS	1
Section 1. Time and Place of Meetings	1
Section 2. Annual Meetings	1
Section 3. Special Meetings	1
Section 4. Notice	1
Section 5. Closing of Share Transfer Records and Fixing Record Dates for Matters Other than Consents to Action	2
Section 6. Fixing Record Dates for Consents to Action	2
Section 7. List of Shareholders	2
Section 8. Quorum	3
Section 9. Voting	3
Section 10. Action by Consent	5
Section 11. Meetings by Electronic Communications Equipment	6
ARTICLE III DIRECTORS	6
Section 1. Number of Directors	6
Section 2. Vacancies	6
Section 3. General Powers	7
Section 4. Place of Meetings	7
Section 5. Annual Meetings	7
Section 6. Regular Meetings	7
Section 7. Special Meetings	7
Section 8. Notice by Electronic Transmission	8
Section 9. Quorum and Voting	8
Section 10. Committees of the Board of Directors	9
Section 11. Compensation of Directors	9
Section 12. Action by Unanimous Consent	9
Section 13. Meetings by Electronic Communications Equipment	9
ARTICLE IV NOTICES	10
Section 1. Form of Notice	10
Section 2. Waiver	10
Section 3. When Notice Unnecessary	10
ARTICLE V OFFICERS	10
Section 1. General	10
Section 2. Election	11
Section 3. Chairman of the Board	11
Section 4. President	11
Section 5. Vice Presidents	11
Section 6. Assistant Vice Presidents	12
Section 7. Secretary	12
Section 8. Assistant Secretaries	12
Section 9. Treasurer	12

Section 10. Assistant Treasurers	13
Section 11. Bonding	13
ARTICLE VI CERTIFICATES REPRESENTING SHARES	13
Section 1. Form of Certificates	13
Section 2. Lost Certificates	14
Section 3. Transfer of Shares	14
Section 4. Registered Shareholders	14
ARTICLE VII INDEMNIFICATION	14
Section 1. General	14
Section 2. Insurance	15
ARTICLE VIII GENERAL PROVISIONS	15
Section 1. Distributions and Share Dividends	15
Section 2. Reserves	15
Section 3. Fiscal Year	16
Section 4. Seal	16
Section 5. Resignation	16
ARTICLE IX AMENDMENTS TO BYLAWS	16

ARTICLE I: OFFICES

Section 1. Principal Office . The principal office of the Corporation shall be in such county as the Board of Directors may from time to time designate.

Section 2. Other Offices . The Corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II: SHAREHOLDERS

Section 1. Time and Place of Meetings . Meetings of the shareholders shall be held at such time and at such place, within or without the State of Texas, as shall be determined by the Board of Directors. The Board of Directors may determine that any meeting may be held solely by means of remote communication.

Section 2. Annual Meetings . Annual meetings of shareholders shall be held on such date and at such time as shall be determined by the Board of Directors. At each annual meeting the shareholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings . Special meetings of the shareholders may be called at any time by the Chief Executive Officer, the President or the Board of Directors, and shall be called by the Chief Executive Officer, the President or the Secretary at the request in writing of the holders of not less than ten percent (10%) of the voting power represented by all the shares issued, outstanding and entitled to be voted at the proposed special meeting, unless the Certificate of Formation (formerly known as Articles of Incorporation) provides for a different percentage, in which event such provision of the Certificate of Formation shall govern. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at special meetings shall be confined to the purposes stated in the notice of the meeting.

Section 4. Notice . Written or printed notice stating the place, day and hour of any shareholders’ meeting, the means of any electronic communications system by which shareholders may be considered present and may vote at the meeting (if applicable), and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than 60 days before the date of the meeting, personally, by electronic transmission, or by mail, by or at the direction of the Chief Executive Officer, President, Secretary or the officer or person calling the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, addressed to the shareholder at his address as it appears on the share transfer records of the Corporation. If electronically transmitted with the consent of a shareholder, such notice shall be deemed given to the shareholder when (i) transmitted to a facsimile number provided or consented to by the shareholder for the purpose of receiving notice, (ii) transmitted to an electronic mail address provided or consented to by the shareholder for the purpose of receiving notice, (iii) posted on an electronic network and a message is sent to the shareholder at an address provided or consented to by the shareholder for the purpose of alerting the shareholder of a posting of such a notice, or (iv) communicated to the shareholder by any other

form of electronic transmission consented to by the shareholder for the purpose of receiving notice.

Section 5. Closing of Share Transfer Records and Fixing Record Dates for Matters Other than Consents to Action . For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any distribution or share dividend, or in order to make a determination of shareholders for any other proper purpose (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders), the Board of Directors of the Corporation may provide that the share transfer records shall be closed for a stated period but not to exceed, in any case, 60 days. If the share transfer records shall be closed for the purpose of determining shareholders, such records shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the share transfer records, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 days and, in the case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section 5, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of share transfer records and the stated period of closing has expired.

Section 6. Fixing Record Dates for Consents to Action . Unless a record date shall have previously been fixed or determined pursuant to this Section 6, whenever action by shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the Board of Directors may fix a record date for the purpose of determining shareholders entitled to consent to that action, which record date shall not precede, and shall not be more than ten days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and the prior action of the Board of Directors is not required by the Texas Business Organizations Code (herein called the “Code”), the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation as provided in Section 10 of this Article II. If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by the Code, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.

Section 7. List of Shareholders . The officer or agent of the Corporation having charge of the share transfer records for shares of the Corporation shall make, at least ten days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at

such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of voting shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office or principal place of business of the Corporation and shall be subject to inspection by any shareholder at any time during the usual business hours of the Corporation. Alternatively, the list of the shareholders may be kept on a reasonably accessible electronic network, if the information required to gain access to the list is provided with the notice of the meeting, though the Corporation need not include any electronic contact information of any shareholder on the list. If the Corporation elects to make the list available on an electronic network, the Corporation shall take reasonable steps to ensure that the information is available only to shareholders of the Corporation. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. If the meeting is held by means of remote communication, the list must be open to the examination by any shareholder for the duration of the meeting on a reasonably accessible electronic network, and the information required to access the list must be provided to shareholders with the notice of the meeting. The original share transfer records shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer records or to vote at any meeting of shareholders. Failure to comply with the requirements of this Section 7 shall not affect the validity of any action taken at such meeting.

Section 8. Quorum . A quorum shall be present at a meeting of shareholders, for any matter to be presented at that meeting, if the holders of shares having a majority of the voting power represented by all issued and outstanding shares entitled to vote at the meeting are present in person or represented by proxy, unless otherwise provided by the Certificate of Formation in accordance with the Code. Once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may properly be brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting. If, however, a quorum shall not be present at any meeting of shareholders, the shareholders entitled to vote, present in person or represented by proxy, shall have power to adjourn the meeting, without notice (other than announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting), until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at such meeting until a quorum shall be present. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 9. Voting . When a quorum is present at any shareholders’ meeting, the vote of the holders of a majority of the shares entitled to vote on, and that voted for or against or expressly abstained with respect to, any question or matter brought before such meeting, shall decide such question or matter brought before such meeting, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the Code, and shall be the act of the shareholders, unless otherwise provided by the Certificate of Formation or these Amended and Restate Bylaws (these “Bylaws”) in accordance with the Code.

Unless otherwise provided in the Certificate of Formation or these Bylaws in accordance with the Code, directors of the Corporation shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

At every meeting of the shareholders, each shareholder shall be entitled to cast, in person or by proxy, for each share having voting power held by such shareholder, one vote or such number of votes as is specified in the Certificate of Formation (including the resolution of the Board of Directors (or a committee thereof) creating such shares), except to the extent that the voting rights of the shares of any class or series are limited or denied by the Certificate of Formation. At each election of directors, every shareholder shall be entitled (a) to cast, in person or by proxy, the number of votes to which the shares owned by him are entitled for as many persons as there are directors to be elected and for whose election he has a right to vote or (b) only if expressly permitted by the Certificate of Formation and subject to the immediately succeeding sentence of this paragraph, to cumulate the votes to which the shares owned by him are entitled by giving one candidate as many votes as the number of such directors multiplied by the shares owned by him shall equal or by distributing such votes on the same principle among any number of such candidates. Cumulative voting shall not be allowed in an election of directors unless (i) the right of cumulative voting is expressly granted by the Certificate of Formation and (ii) a shareholder who intends to cumulate his votes shall have given written notice of such intention to the Secretary of the Corporation on or before the day preceding the election at which such shareholder intends to cumulate his votes; all shareholders entitled to vote cumulatively may cumulate their votes if any shareholder gives such written notice. Every proxy shall be executed in writing by the shareholder. A telegram, telex, cablegram, or other form of electronic transmission, including telephone transmission, by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for the purposes of this Section 9. Any electronic transmission must contain or be accompanied by information from which it can be determined that the transmission was authorized by the shareholder. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided therein. Each proxy shall be revocable unless (i) the proxy form conspicuously states that the proxy is irrevocable, and (ii) the proxy is coupled with an interest, as defined in the Code and other Texas law.

Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe or, in the absence of such provision, as the board of directors of such corporation may determine.

Shares held by a trustee, administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without being transferred into his name, if such authority is contained in an appropriate order of the court that appointed the receiver.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of the Corporation’s stock owned by it or by another domestic or foreign corporation or other entity, if a majority of the voting stock or voting interest of the other corporation or other entity is owned or controlled by the Corporation, shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. Nothing in this Section 9 limits the right of the Corporation or any other domestic or foreign corporation or other entity to vote stock, including (but not limited to) its own stock, held or controlled by it in a fiduciary capacity, or with respect to which it otherwise exercises voting power in a fiduciary capacity.

Section 10. Action by Consent . Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the action that is the subject of the consent.

In addition, if the Certificate of Formation so provides, any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which holders of all shares entitled to vote on the action were present and voted. Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.

Every written consent signed by the holders of less than all the shares entitled to vote with respect to the action that is the subject of the consent shall bear the date of signature of each shareholder who signs the consent. No written consent signed by the holder or holders of less than all the shares entitled to vote with respect to the action that is the subject of the consent shall be effective to take the action that is the subject of the consent unless, within 60 days after the date of the earliest dated consent delivered to the Corporation in a manner as set forth below in this Section 10, the consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent are delivered to the Corporation. If such written consent is solicited by the Corporation or the Board of Directors, delivery to the Corporation may be made to the person or persons, at the address or addresses, and in the manner or manners authorized by the Board of Directors for that purpose; except that if the Board of Directors does not specify how such written consent is to be delivered, delivery shall be to the Secretary of the Corporation at the Corporation’s principal executive office, or to the other officer or agent of the Corporation having custody of the records of shareholder meetings at such officer’s or agent’s principal business address, by any method reasonably calculated to result in the Secretary’s or such other officer’s or agent’s timely receipt of the consent. If such written consent is not solicited by the Corporation or the Board of Directors, (a) delivery to the Corporation must be made to the Corporation’s registered office or its principal executive office or place of business or to an

officer or agent of the Corporation having custody of the records of meetings of shareholders, and (b) delivery must be by hand or certified or registered mail, return receipt requested, and if delivered to the Corporation’s principal executive office or place of business, the consent must be addressed to the Chief Executive Officer of the Corporation.

Any photographic, photostatic, facsimile, or similarly reliable reproduction of a consent in writing signed by a shareholder may be substituted or used instead of the original writing for any purpose for which the original writing could be used, if the reproduction is a complete reproduction of the entire original writing.

Section 11. Meetings by Electronic Communications Equipment . Shareholders may participate in and hold a meeting of the shareholders by means of conference telephone or similar communications equipment, or another suitable electronic communications system (including, without limitation, video conferencing or the Internet), or any combination, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting; and participation in a meeting pursuant to this Section 11 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

If authorized by the Board of Directors, and subject to any guidelines and procedures by the Board of Directors, shareholders not physically present at a meeting of shareholders may, by means of electronic communications equipment or system or remote communication, be considered present in person and may vote at a meeting of shareholders held at a designated place or held solely by means of remote communication if the Corporation (a) implements reasonable measures to verify that each person considered present and permitted to vote at the meeting by means of remote communication is sufficiently identified, and (b) maintains a record of any shareholder vote or other action taken at the meeting by means of remote communication.

ARTICLE III: DIRECTORS

Section 1. Number of Directors . The number of directors of the Corporation shall be fixed from time to time by resolution of the Board of Directors, but in no case shall the number of directors be less than one. Until otherwise fixed by resolution of the Board of Directors, the number of directors shall be the number stated in the Certificate of Formation. No decrease in the number of directors shall have the effect of reducing the term of any incumbent director. Except as provided in Section 2 of this Article III, directors shall be elected at each annual meeting of the shareholders by the holders of shares entitled to vote in the election of directors. Except as provided in Section 2 of this Article III or Section 5 of Article VIII of these Bylaws, each director shall hold office until the annual meeting of shareholders following his election or until his successor is elected and qualified. Directors need not be residents of the State of Texas or shareholders of the Corporation.

Section 2. Vacancies . Subject to other provisions of this Section 2, any vacancy occurring in the Board of Directors may be filled by election at an annual or special meeting of the shareholders called for that purpose or by the affirmative vote of a majority of the remaining directors, even if the remaining directors constitute less than a quorum of the Board of Directors

as fixed by Section 9 of this Article III. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose or may be filled by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, that during the period between any two successive annual meetings of shareholders, the Board of Directors may not fill more than two vacancies created by an increase in the number of directors. Shareholders holding a majority of shares then entitled to vote at an election of a director or directors may, at any time and with or without cause, terminate the term of office of any director or all of the directors by a vote at an annual meeting or at a special meeting called for that purpose. Such removal shall be effective immediately upon such shareholder action even if successors are not elected simultaneously, and the vacancies on the Board of Directors caused by such action shall be filled only by election by the shareholders.

Notwithstanding the foregoing, whenever the holders of any class or series of shares or group of classes or series of shares are entitled to elect one or more directors by the provisions of the Certificate of Formation, only the holders of shares of that class or series or group shall be entitled to vote for or against the removal of any director elected by the holders of shares of that class or series or group; and any vacancies in such directorships and any newly created directorships of such class or series or group to be filled by reason of an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series or group then in office or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series or group, and such directorships shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares as a whole unless otherwise provided in the Certificate of Formation.

Section 3. General Powers . The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors, which may do or cause to be done all such lawful acts and things as are not by the Code, the Certificate of Formation or these Bylaws directed or required to be exercised or done by the shareholders.

Section 4. Place of Meetings . The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Texas.

Section 5. Annual Meetings . The first meeting of each newly elected Board of Directors shall be held, without further notice, immediately following the annual meeting of shareholders at the same place, unless by the majority vote or unanimous consent of the directors then elected and serving, such time or place shall be changed.

Section 6. Regular Meetings . Regular meetings of the Board of Directors may be held with or without notice at such time and place as the Board of Directors may determine by resolution.

Section 7. Special Meetings . Special meetings of the Board of Directors may be called by or at the request of the Chief Executive Officer and shall be called by the Secretary on the written request of a majority of the incumbent directors. The person or persons authorized to

call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by such person or persons. Notice of any special meeting shall be given at least 24 hours previous thereto if given either personally (including written notice delivered personally) or by telex, facsimile, telegram or other means of electronic transmission (if permitted), and at least 72 hours previous thereto if given by written notice mailed or otherwise sent or delivered to each director at the address of his business or residence. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Any director may waive notice of any meeting, as provided in Section 2 of Article IV of these Bylaws. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 8. Notice by Electronic Transmission . With the consent of a director, notice of the date, time, place, or purpose of a regular or special meeting of the Board of Directors may be given to the director by electronic transmission. Notice under this Section 8 shall be deemed given to the director when the notice is (a) transmitted to a facsimile number provided or consented to by the director for the purpose of receiving notice; (b) transmitted to an electronic mail address provided or consented to by the director for the purpose of receiving notice; (c) posted on an electronic network and a message is sent to the director at the address provided or consented to by the director for the purpose of alerting the director of a posting of such a notice; or (d) communicated to the director by any other form of electronic transmission consented to by the director for the purpose of receiving notice.

Section 9. Quorum and Voting . At all meetings of the Board of Directors, the presence of a majority of the number of directors fixed in the manner provided in Section 1 of this Article III shall constitute a quorum for the transaction of business, unless a different number or portion is required by law, the Certificate of Formation, or these Bylaws. At all meetings of committees of the Board of Directors (if one or more be designated in the manner described in Section 10 of this Article III), the presence of a majority of the number of directors fixed from time to time by resolution of the Board of Directors to serve as members of such committees shall constitute a quorum for the transaction of business. The affirmative vote of at least a majority of the directors present and entitled to vote at any meeting of the Board of Directors or a committee of the Board of Directors at which there is a quorum shall be the act of the Board of Directors or the committee, except as may be otherwise specifically provided by the Code, the Certificate of Formation or these Bylaws. Directors may not vote by proxy at any meeting of the Board of Directors. Directors with a current or proposed interest in a contract or business transaction of the Corporation and directors who are directors or officers or similar managerial officials of, or have a financial interest in, any other entity or other organization with which the Corporation has or proposes to have a contract or business transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee of the Board of Directors to authorize such contract or business transaction. If a quorum shall not be present at any meeting of the Board of Directors or a committee thereof, a majority of the directors present thereat may adjourn the meeting, without notice other than announcement at the meeting, until such time and to such place as may be determined by such majority of directors, until a quorum shall be present.

Section 10. Committees of the Board of Directors . The Board of Directors may designate from among its members one or more committees, each of which shall be composed of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in the resolution of the Board of Directors or in the Certificate of Formation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors of the Corporation, except where action of the Board of Directors is required by the Code or by the Certificate of Formation. Any member of a committee of the Board of Directors may be removed, for or without cause, by the Board of Directors. If any vacancy or vacancies occur in a committee of the Board of Directors caused by death, resignation, retirement, disqualification, removal from office or otherwise, the vacancy or vacancies shall be filled by the Board of Directors. Such committee or committees shall have such name or names as may be designated by the Board of Directors and shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 11. Compensation of Directors . Unless otherwise provided by resolution of the Board of Directors, directors, as members of the Board of Directors or of any committee thereof, shall not be entitled to receive any stated salary for their services. Nothing herein contained, however, shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12. Action by Unanimous Consent . Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all the members of the Board of Directors or the committee, as the case may be. A telegram, telex, cablegram, or other electronic transmission by a director consenting to an action to be taken and transmitted by a director is considered written, signed, and dated for the purposes of this Section 12 if the transmission sets forth or is delivered with information from which the Corporation can determine that the transmission was transmitted by the director and the date on which the director transmitted the transmission. Such consent shall have the same force and effect as a unanimous vote at a meeting of the Board of Directors or the committee thereof.

Section 13. Meetings by Electronic Communications Equipment . Members of the Board of Directors of the Corporation or any committee designated by the Board of Directors, may participate in and hold a meeting of such board or committee by means of conference telephone or similar communications equipment, or another suitable electronic communications system (including, without limitation, video conferencing or the Internet), or any combination, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting; and participation in a meeting pursuant to this Section 13 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE IV: NOTICES

Section 1. Form of Notice . Whenever under the provisions of the Code, the Certificate of Formation or these Bylaws, notice is required to be given to any director or shareholder, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice exclusively, but any such notice may be given in writing, by mail, postage prepaid, or by telex, facsimile, or telegram, or other means of electronic transmission (if the director or shareholder so consents in accordance with the Code and these Bylaws), addressed or transmitted to such director or shareholder at such address, or in accordance with such form of electronic communication specified by the director or shareholder for that purpose, as appears on the books and records of the Corporation. Any notice to be given by mail shall be deemed to be given at the time when it is deposited, postage prepaid, in the United States mail. Any notice to be given by telex, facsimile, telegram, or other means of electronic transmission shall be deemed to be given at the time specified in Section 4 of Article II of these Bylaws for a shareholder or in Section 8 of Article III of these Bylaws for a director.

Section 2. Waiver . Whenever under the provisions of the Code, the Certificate of Formation or these Bylaws, any notice is required to be given to any director or shareholder of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. The business to be transacted at a regular or special meeting of the shareholders, directors, or members of a committee of directors or the purpose of a meeting is not required to be specified in a written waiver of notice or a waiver by electronic transmission, unless required by the Certificate of Formation.

Section 3. When Notice Unnecessary . Whenever, under the provisions of the Code, the Certificate of Formation or these Bylaws, any notice is required to be given to any shareholder, such notice need not be given to the shareholder if:

(a) notice of two consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or

(b) all (but in no event less than two) payments (if sent by first class mail) of distributions or interest on securities during a 12-month period,

have been mailed to that person, addressed at his address as shown on the records of the Corporation, and have been returned undeliverable. Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given. If such a person delivers to the Corporation a written notice setting forth his then current address, the requirement that notice be given to that person shall be reinstated.

ARTICLE V: OFFICERS

Section 1. General . The elected officers of the Corporation shall be a President and a Secretary. The Board of Directors may also elect or appoint a Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries,

a Treasurer, one or more Assistant Treasurers, and such other officers as may be deemed necessary, all of whom shall also be officers. Two or more offices may be held by the same person.

Section 2. Election . The Board of Directors shall elect the officers of the Corporation at each annual meeting of the Board of Directors. The Board of Directors may appoint such other officers and agents as it shall deem necessary and shall determine the salaries of all officers and agents from time to time. The officers shall hold office until their successors are chosen and qualified. No officer need be a member of the Board of Directors except the Chairman of the Board, if one be elected. Any officer elected or appointed by the Board of Directors may be removed, with or without cause, at any time by a majority vote of the whole Board. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 3. Chairman of the Board . The Chairman of the Board, if any, shall be the Chief Executive Officer of the Corporation and, subject to the provisions of these Bylaws, shall have general supervision of the affairs of the Corporation and shall have general and active control of all its business. He shall preside, when present, at all meetings of shareholders and at all meetings of the Board of Directors. He shall see that all orders and resolutions of the Board of Directors and the shareholders are carried into effect. He shall have general authority to execute bonds, deeds and contracts in the name of the Corporation and affix the corporate seal thereto; to sign stock certificates; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require, and to fix their compensation, subject to the provisions of these Bylaws; to remove or suspend any employee or agent who shall have been employed or appointed under his authority or under authority of an officer subordinate to him; to suspend for cause, pending final action by the authority which shall have elected or appointed him, any officer subordinate to the Chairman of the Board; and, in general, to exercise all the powers and authority usually appertaining to the chief executive officer of a corporation, except as otherwise provided in these Bylaws.

Section 4. President . In the absence of a Chairman of the Board, the President shall be the ranking and Chief Executive Officer of the Corporation, and shall have the duties and responsibilities, and the authority and power, of the Chairman of the Board. The President shall be the Chief Operating Officer of the Corporation and as such shall have, subject to review and approval of the Chairman of the Board, if one be elected, the responsibility for the operation of the Corporation and the authority of the Chairman of the Board.

Section 5. Vice Presidents . In the absence of the President or in the event of his inability or refusal to act, the Vice President, if any (or in the event there be more than one, the Vice Presidents in the order designated or, in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the Chief Operating Officer may from time to time prescribe. The Vice President in charge of finance, if any, shall also perform the duties and assume the responsibilities described in Section 9 of this Article for the Treasurer, and shall report directly to the Chief Executive Officer of the Corporation.

Section 6. Assistant Vice Presidents . In the absence of a Vice President or in the event of his inability or refusal to act, the Assistant Vice President, if any (or, if there be more than one, the Assistant Vice Presidents in the order designated or, in the absence of any designation, then in the order of their election), shall perform the duties and exercise the powers of that Vice President, and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, the Chief Operating Officer or the Vice President under whose supervision he is appointed may from time to time prescribe.

Section 7. Secretary . The Secretary shall attend and record minutes of the proceedings of all meetings of the Board of Directors and any committees thereof and all meetings of the shareholders. He shall maintain the records of such meetings in one or more books to be kept by him for that purpose. Unless the Corporation has appointed a transfer agent or other agent to keep such a record, the Secretary shall also keep at the Corporation’s registered office or principal place of business a record of the original issuance of shares issued by the Corporation and a record of each transfer of those shares that have been presented to the Corporation for registration of transfer. Such records shall contain the names and addresses of all past and current shareholders of the Corporation and the number and class of shares issued by the Corporation held by each of them. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall keep and account for all books, documents, papers and records of the Corporation except those for which some other officer or agent is properly accountable. He shall have authority to sign stock certificates and shall generally perform all the duties usually appertaining to the office of the secretary of a corporation.

Section 8. Assistant Secretaries . In the absence of the Secretary or in the event of his inability or refusal to act, the Assistant Secretary, if any (or, if there be more than one, the Assistant Secretaries in the order designated or, in the absence of any designation, then in the order of their election), shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the Secretary may from time to time prescribe.

Section 9. Treasurer . The Treasurer, if any (or the Vice President in charge of finance, if one be elected), shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books or files belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six

years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration of the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. The Treasurer shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer.

Section 10. Assistant Treasurers . In the absence of the Treasurer or in the event of his inability or refusal to act, the Assistant Treasurer, if one be elected (or, if there shall be more than one, the Assistant Treasurers in the order designated or, in the absence of any designation, then in the order of their election), shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the Treasurer may from time to time prescribe.

Section 11. Bonding . If required by the Board of Directors, all or certain of the officers shall give the Corporation a bond, in such form, in such sum and with such surety or sureties as shall be satisfactory to the Board, for the faithful performance of the duties of their office and for the restoration to the Corporation, in case of their death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation.

ARTICLE VI: CERTIFICATES REPRESENTING SHARES

Section 1. Form of Certificates . The Corporation shall deliver certificates representing all shares to which shareholders are entitled. Certificates representing shares of the Corporation shall be in such form as shall be approved and adopted by the Board of Directors and shall be numbered consecutively by class or series (if any) of shares and entered in the share transfer records of the Corporation as they are issued. Each certificate shall state on the face thereof that the Corporation is organized under the laws of the State of Texas, the name of the registered holder, the number and class of shares, and the designation of the series, if any, which said certificate represents, and either the par value of the shares or a statement that the shares are without par value. Each certificate shall also set forth on the back thereof a full or summary statement of matters required by the Code or the Certificate of Formation to be described on certificates representing shares, and shall contain a conspicuous statement on the face thereof referring to the matters set forth on the back thereof. Certificates shall be signed by the Chairman of the Board, President or any Vice President and the Secretary or any Assistant Secretary, and may be sealed with the seal of the Corporation. Either the seal of the Corporation or the signatures of the Corporation’s officers or both may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the Corporation or its agents, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed the certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation.

Section 2. Lost Certificates . The Corporation may direct that a new certificate be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing the issue of a new certificate, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of the lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 3. Transfer of Shares . Shares of stock shall be transferable only on the share transfer records of the Corporation by the holder thereof in person or by his duly authorized attorney. Subject to any restrictions on transfer set forth in the Certificate of Formation, these Bylaws or any agreement among shareholders to which this Corporation is a party or has notice, upon surrender to the Corporation or to the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4. Registered Shareholders . Except as otherwise provided in the Code or other Texas law, the Corporation shall be entitled to regard the person in whose name any shares issued by the Corporation are registered in the share transfer records of the Corporation at any particular time (including, without limitation, as of the record date fixed pursuant to Section 5 or Section 6 of Article II hereof) as the owner of those shares and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

ARTICLE VII: INDEMNIFICATION

Section 1. General . The Corporation shall indemnify persons who are or were a director or officer of the Corporation, both in their official capacities and as a delegate, against any and all liability and expenses that may be incurred by them in connection with or resulting from any proceeding to the full extent permitted or required by Chapter 8 of the Code. The Corporation shall pay or reimburse, in advance of the final disposition of the proceeding, to each person who is then a director or officer or delegate of the Corporation all reasonable expenses incurred by such person who was, is or is threatened to be made a respondent in a proceeding to the full extent permitted by Section 8.104 of the Code. The Corporation shall indemnify persons who are or were an employee or agent (other than a present or former director or officer or delegate) of the Corporation (collectively, along with the present and former directors and officers and delegates of the Corporation, “Corporate Functionaries”) against any and all liability and expenses that may be incurred by them in connection with or resulting from any proceeding to the full extent permitted or required by Chapter 8 of the Code. The Corporation shall pay or reimburse, in advance of the final disposition of the proceeding, to each former director or officer or delegate of the Corporation, or each present or former employee or agent (other than a present or former director or officer or delegate) of the Corporation, all reasonable expenses incurred by such person who was, is or is threatened to be made a respondent in a proceeding

upon the Corporation’s receipt of an affirmation and an undertaking of the kinds described in Section 8.104(a) of the Code . The rights of indemnification provided for in this Article VII shall be in addition to all rights to which any Corporate Functionary may be entitled under any agreement or vote of shareholders or as a matter of law or otherwise. Terms used in this Article VII that are defined in Section 8.001 of the Code are used as so defined.

Section 2. Insurance . The Corporation may purchase or maintain insurance on behalf of any Corporate Functionary against any liability or expense asserted against him and incurred by him in such a capacity or arising out of his status as a Corporate Functionary, whether or not the Corporation would have the power to indemnify him or her against the liability or expense under the Code or these Bylaws; provided, however, that if the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Corporation would not have the power to indemnify the person only if including coverage for the additional liability has been approved by the shareholders of the Corporation. Without limiting the power of the Corporation to procure or maintain any kind of insurance or arrangement, the Corporation may, for the benefit of persons indemnified by the Corporation, (i) create a trust fund, (ii) establish any form of self-insurance, including a contract to indemnify, (iii) secure its indemnification obligation by grant of any security interest or other lien on the assets of the Corporation, or (iv) establish a letter of credit, guaranty or surety arrangement. Any such insurance or other arrangement may be procured, maintained or established within the Corporation or its affiliates or with any insurer or other person deemed appropriate by the Board of Directors of the Corporation regardless of whether all or part of the stock or other securities thereof are owned in whole or in part by the Corporation. In the absence of fraud, the judgment of the Board of Directors of the Corporation as to the terms and conditions of such insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive, and the insurance or arrangement shall not be voidable and shall not subject the directors approving the insurance or arrangement to liability, on any ground, regardless of whether directors participating in approving such insurance or other arrangement shall be beneficiaries thereof.

ARTICLE VIII: GENERAL PROVISIONS

Section 1. Distributions and Share Dividends . Distributions or share dividends to the shareholders of the Corporation, subject to the provisions of the Code and the Certificate of Formation and any agreements or obligations of the Corporation, if any, may be declared by the Board of Directors at any regular or special meeting. Distributions may be declared and paid in cash or in property (other than shares or rights to acquire shares of the Corporation), provided that all such declarations and payments of distributions, and all declarations and issuances of share dividends, shall be in strict compliance with all applicable laws and the Certificate of Formation.

Section 2. Reserves . There may be created by resolution of the Board of Directors out of the surplus of the Corporation such reserve or reserves as the Board of Directors from time to time, in its discretion, deems proper to provide for contingencies, or to equalize distributions or share dividends, or to repair or maintain any property of the Corporation, or for such other proper

purpose as the Board shall deem beneficial to the Corporation, and the Board may increase, decrease or abolish any reserve in the same manner in which it was created.

Section 3. Fiscal Year . The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 4. Seal . The Corporation shall have a seal which may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. Any officer of the Corporation shall have authority to affix the seal to any document requiring it.

Section 5. Resignation . Any director, officer or agent of the Corporation may resign by giving notice in writing or by electronic transmission to the Corporation, to the attention of the Chairman of the Board (if any), the President or the Secretary. The resignation shall take effect upon receipt by the Corporation, unless the notice prescribes a later effective date or states that the resignation will take effect on the occurrence of a future event. If the resignation is to take effect on a later date or on the occurrence of a future event, the resignation will take effect on that later date or the occurrence of that event. The resignation is irrevocable when it takes effect. The resignation is revocable before it takes effect, unless the notice of resignation states that it is irrevocable. Unless specified in such notice, the acceptance of the resignation shall not be necessary to make it effective.

ARTICLE IX: AMENDMENTS TO BYLAWS

Unless otherwise provided by the Code, the Certificate of Formation or a bylaw or resolution adopted by the shareholders of the Corporation, these Bylaws may be amended or repealed, or new Bylaws may be adopted, at any meeting of the shareholders of the Corporation or of the Board of Directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares or the affirmative vote of a majority of the directors, as the case may be, present at such meeting.

These Bylaws amend and restate the prior Bylaws of the Corporation.

Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of September 25, 2012, is by and between Computer Vision Systems Laboratories Corp., a Florida corporation (the “ Company ”), and Rochon Capital Partners, Ltd. (“ Investor ”). Each party to this Agreement is sometimes individually referred to herein as a “ Party ” and collectively as the “ Parties .”

RECITALS . The Company and Investor are parties to a Stock Exchange Agreement, dated as of August 24, 2012 (the “ Stock Exchange Agreement ”), pursuant to which Investor is being issued at least 986,365,354 shares of Common Stock (as defined below) of the Company, which shares shall be issued in two tranches. In connection with the consummation of the transactions contemplated by the Stock Exchange Agreement, and pursuant to the terms of the Stock Exchange Agreement, the parties desire to enter into this Agreement in order to grant certain registration rights to Investor as set forth below.

NOW, THEREFORE , in consideration of the premises and the respective covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby covenant and agree as follows:

1. Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“ Affiliate ” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Agreement ” has the meaning set forth in the preamble.

“ Board ” means the board of directors of the Company (and any successor governing body of the Company or any successor of the Company).

“ Commission ” means the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time.

“ Common Stock ” means the common stock, $0.0001 par value per share, of the Company and any other common equity securities issued by the Company, and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation or other corporate reorganization).

“ Company ” has the meaning set forth in the preamble and includes the Company’s successors by merger, acquisition, reorganization or otherwise.

“ Demand Registration ” has the meaning set forth in Section 2(b) .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect from time to time.

“ Governmental Authority ” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

“ Investor ” has the meaning set forth in the preamble.

“ Long Form Registration ” has the meaning set forth in Section 2(a) .

“ Person ” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“ Piggyback Registration ” has the meaning set forth in Section 3(a) .

“ Prospectus ” means the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

“ Registrable Securities ” means (a) any shares of Common Stock held by Investor (or any assignee or transferee of any Registrable Securities) or issuable upon conversion, exercise or exchange of options, warrants, convertible securities or exchangeable securities owned by Investor (or any assignee or transferee of any Registrable Securities) at any time, and (b) any shares of Common Stock issued or issuable with respect to any shares described in subsection (a) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization (it being understood that for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected).

“ Registration Statement ” means any registration statement of the Company which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.

“ Rule 144 ” means Rule 144 promulgated under the Securities Act or any successor rule thereto or any complementary rule thereto (such as Rule 144A).

“ Securities Act ” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect from time to time.

“ Selling Expenses ” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any holder of Registrable Securities, except for the fees and disbursements of counsel for the holders of Registrable Securities required to be paid by the Company pursuant to Section 6 .

“ Short-Form Registrations ” has the meaning set forth in Section 2(b) .

“ Stock Exchange Agreement ” has the meaning set forth in the recitals.

2. Demand Registration.

(a) At any time after the date of this Agreement, holders of at least 25% of the Registrable Securities then outstanding may request registration under the Securities Act of all or any portion of the Registrable Securities on Form S-1 or any successor form thereto (each a “ Long-Form Registration ”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have fifteen (15) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within thirty (30) days after the date on which the initial request is given and shall use its best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect a Long-Form Registration more than two (2) times under this Agreement; provided , that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell all of the Registrable Securities requested to be included in such registration.

(b) The Company shall use its best efforts to qualify and remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3, the holders of Registrable Securities shall have the right to request an unlimited number of registrations of the Registrable Securities on Form S-3 or any similar short-form registration (each a “ Short-Form Registration ” and, together with each Long-Form Registration, a “ Demand Registration ”). Each request for a Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered. Upon receipt of any such request, the Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have fifteen (15) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-3 (or any successor form) to be filed within thirty (30) days after the date on which the initial request is given and shall use its best efforts to cause such

Registration Statement to be declared effective by the Commission as soon as practicable thereafter.

(c) The Company shall not be obligated to effect any Demand Registration within ninety (90) days after the effective date of a previous Demand Registration or a previous Piggyback Registration in which holders of Registrable Securities were permitted to register, and actually sold, at least twenty-five percent (25%) of the shares of Registrable Securities requested to be included therein. The Company may postpone for up to sixty (60) days the filing or effectiveness of a Registration Statement for a Demand Registration if the Company’s Board determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate organization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided , however , that in such event the holders of a majority of the Registrable Securities initiating such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any period of twelve (12) consecutive months.

(d) If the holders of the Registrable Securities initially requesting a Demand Registration elect to distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) , and the Company shall include such information in its notice to the other holders of Registrable Securities. The holders of a majority of the Registrable Securities initially requesting the Demand Registration shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

(e) The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities initially requesting such registration, which consent shall not be unreasonably withheld or delayed. If a Demand Registration involves an underwritten offering and the managing underwriter of the requested Demand Registration advises the Company and the holders of Registrable Securities in writing that in its opinion the number of shares of Common Stock proposed to be included in the Demand Registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such registration would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration (i) first, the number of shares of Common Stock that the holders of Registrable Securities propose to sell, and (ii) second, the number of shares of Common Stock proposed to be included therein by any other Persons (including shares of Common Stock to be sold for the account of the Company and/or other holders of Common Stock) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable

Securities that are included in such offering shall be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder.

3. Piggyback Registration .

(a) Whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Registrable Securities (a “ Piggyback Registration ”), the Company shall give prompt written notice (in any event no later than five (5) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c) , shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within fifteen (15) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2 of this Agreement.

(b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Registrable Securities), allocated among such holders in such manner as they may agree; provided , however , that in any event the holders of Registrable Securities shall be entitled to register at least 80% of the securities to be included in any such registration.

(c) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the

Company shall include in such registration (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration and by the holders of Registrable Securities, allocated pro rata among such holders on the basis of the number of shares of Common Stock (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the number of shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.

(d) If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

4. Lock-up Agreement . Each holder of Registrable Securities agrees that in connection with any public offering of the Company’s Common Stock or other equity securities, and upon the written request of the managing underwriter in such offering, such holder shall not, without the prior written consent of such managing underwriter, during the period commencing ten (10) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed ninety (90) days in the case of any registration), (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the registration statement for such offering, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2(a) , Section 2(b) or Section 3(a) , and shall be applicable to the holders of Registrable Securities only if all officers and directors of the Company and all stockholders owning more than 5% of the Company’s outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 4 , each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or holder of greater than 5% of the outstanding Common Stock.

5. Registration Procedures . If and whenever the holders of Registrable Securities request that any Registrable Securities be registered pursuant to the provisions of this Agreement, the Company shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as practicable:

(a) subject to Section 2(a) and Section 2(b) , prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use its best efforts to cause such Registration Statement to become effective;

(b) prepare and file with the Commission such amendments, post-effective amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period of not less than ninety (90) days, or if earlier, until all of such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of such Registrable Securities in accordance with the intended methods of disposition set forth in such Registration Statement;

(c) at least five (5) business days before filing such Registration Statement, Prospectus or amendments or supplements thereto, furnish to one counsel selected by holders of a majority of such Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the review, comment and approval of such counsel;

(d) notify each selling holder of Registrable Securities, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;

(e) furnish to each selling holder of Registrable Securities such number of copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as such seller may request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(f) use its best efforts to register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any selling holder requests and do any and all other acts and things which may be necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such holders; provided , that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 5(f) ;

(g) notify each selling holder of such Registrable Securities, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such holder, the Company shall prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(h) make available for inspection by any selling holder of Registrable Securities, any underwriter participating in any disposition pursuant to such Registration

Statement and any attorney, accountant or other agent retained by any such holder or underwriter (collectively, the “ Inspectors ”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “ Records ”), and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such Registration Statement;

(i) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration;

(j) use its best efforts to cause such Registrable Securities to be listed on each securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed, on a national securities exchange selected by the holders of a majority of such Registrable Securities;

(k) in connection with an underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as the holders of such Registrable Securities or the managing underwriter of such offering request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making appropriate officers of the Company available to participate in “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities);

(l) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder) no later than thirty (30) days after the end of the 12-month period beginning with the first day of the Company’s first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act; and

(m) furnish to each selling holder of Registrable Securities and each underwriter, if any, with (i) a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), in form and substance as is customarily given in opinions of the Company’s counsel to underwriters in underwritten public offerings; and (ii) a “comfort” letter signed by the Company’s independent certified public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten public offerings;

(n) without limiting Section 5(f) above, use its best efforts to cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof;

(o) notify the holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;

(p) advise the holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;

(q) permit Investor, in Investor’s sole and exclusive judgment, to participate in the preparation of such Registration Statement and to require the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of Investor and Investor’s counsel should be included; and

(r) otherwise use its best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

6. Expenses . All expenses (other than Selling Expenses) incurred by the Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities, including, without limitation, all registration and filing fees, underwriting expenses (other than fees, commissions or discounts), expenses of any audits incident to or required by any such registration, fees and expenses of complying with securities and “blue sky” laws, printing expenses, fees and expenses of the Company’s counsel and accountants and fees and expenses of one counsel for the holders of Registrable Securities participating in such registration as a group (selected by, in the case of a registration under Section 2(a) , the holders of a majority of the Registrable Securities initially requesting such registration, and, in the case of all other registrations hereunder, the holders of a majority of the Registrable Securities included in the registration), shall be paid by the Company. All Selling Expenses relating to Registrable Securities registered pursuant to this Agreement shall be borne and paid by the holders of such Registrable Securities, in proportion to the number of Registrable Securities registered for each such holder.

7. Indemnification .

(a) The Company shall indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities, such holder’s officers, directors, managers, members, partners, stockholders and Affiliates, each underwriter, broker or any other Person acting on behalf of such holder of Registrable Securities and each other Person, if any, who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to

be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein or by such holder’s failure to deliver a copy of the Registration Statement, Prospectus, free-writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such holder with a sufficient number of copies of the same prior to any written confirmation of the sale of Registrable Securities.

(b) In connection with any registration in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify and hold harmless, the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, each underwriter, broker or other Person acting on behalf of the holders of Registrable Securities and each Person who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, actions, damages, liabilities or expenses resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder; provided , however , that the obligation to indemnify shall be several, not joint and several, for each holder and shall be limited to the net proceeds (after underwriting fees, commissions or discounts) actually received by such holder from the sale of Registrable Securities pursuant to such Registration Statement.

(c) Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in this Section 7 , such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided , however , that if (i) any indemnified party shall

have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party.

(d) If the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided , however , that the maximum amount of liability in respect of such contribution shall be limited, in the case of each holder of Registrable Securities, to an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations referred to herein. No Person guilty or liable of fraudulent misrepresentation shall be entitled to contribution from any Person.

8. Participation in Underwritten Registrations . No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided , however , that no holder

of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s ownership of its shares of Common Stock to be sold in the offering and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 .

9. Rule 144 Compliance . With a view to making available to the holders of Registrable Securities the benefits of Rule 144 under the Securities Act and any other rule or regulation of the Commission that may at any time permit a holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), the Company shall:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the Registration Date;

(b) use best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act, at any time after the Company has become subject to such reporting requirements; and

(c) furnish to any holder so long as the holder owns Registrable Securities, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company as such holder may request in connection with the sale of Registrable Securities without registration.

10. Preservation of Rights . The Company shall not (a) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder, or (b) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the holders of Registrable Securities in this Agreement.

11. Termination . This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding; provided , however , that the provisions of Section 6 and Section 7 shall survive any such termination.

12. Notices . All notices, requests, claims, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses indicated below (or at such other address for a Party as shall be specified by like notice).

If to the Company:		Computer Vision Systems Laboratories Corp. 101 Plaza Real South Suite 201 Boca Raton, FL 33432 Facsimile: Attention: President

with a copy to:		Hamilton & Associates Law Group, P.A. 101 Plaza Real South Suite 201 Boca Raton, FL 33432 Facsimile: 954-369-1131 E-mail: lawrocks@aol.com Attention: Brenda Hamilton, Esq.

If to Investor:		Rochon Capital Partners, Ltd. 2400 North Dallas Parkway Suite 230 Plano, Texas 75093-4371 Facsimile: 972-398-7121 Attention: Heidi Hafer, Esq.

with a copy to:		Gardere Wynne Sewell LLP 3000 Thanksgiving Tower 1601 Elm Street Dallas, Texas 75201 Telecopy: 214-999-3670 Attn: Douglas D. Haloftis, Esq.

If to any holder of Registrable Securities other than Investor, then to such holder’s address as set forth on the Company’s records or as otherwise provided by any such holder.

13. Entire Agreement . This Agreement, together with the Stock Exchange Agreement and any related exhibits and schedules thereto, constitute the entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those of the Stock Exchange Agreement, the terms and conditions of the Stock Exchange Agreement shall control.

14. Successor and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Investor may transfer Registrable Securities to one or more transferees and any transferee of Registrable Securities shall have all rights granted hereunder with respect to any such transferred Registrable Securities; provided , however , that (a) Investor shall retain all rights hereunder with respect to any Registrable Securities retained by Investor and (b) any such transferee shall be required to execute a counterpart to this Agreement whereupon such transferee shall be subject to the restrictions contained in, and be bound by, this Agreement as if such transferee had originally been a Party to this Agreement as a holder of Registrable Securities.

15. No Third-Party Beneficiaries . This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement; provided , however , any transferee of Investor shall have rights hereunder as described in Section 14 .

16. Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

17. Amendment, Modification and Waiver . Except as may otherwise be provided herein, no provision of this Agreement may be waived, amended, modified, or supplemented except in a written instrument signed by the Company and the holders of a majority of the Registrable Securities. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

18. Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, such invalidity, illegality or unenforceability shall not affect any other term or provision of this incapable of being enforced, Agreement or invalidate or render incapable of being enforced such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are fulfilled to the extent possible.

19. Remedies . In addition to being entitled to exercise all rights granted by law, including recovery of damages, each holder of Registrable Securities shall be entitled to specific performance under this Agreement. The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach by it of the provisions of this Agreement and the Company hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

20. Governing Law; Submission to Jurisdiction .

(a) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Florida without reference to principles of conflicts of laws, provisions, or rules (whether of the State of Florida or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Florida.

(b) Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Florida in each case located in Palm Beach County, Florida, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

21. Waiver of Jury Trial . Each Party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each Party certifies and acknowledges that (a) no representative of any other Party has represented, expressly or otherwise, that such other Party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such Party has considered the implications of this waiver, (c) such Party makes this waiver voluntarily, and (d) such Party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 21 .

22. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the Parties have executed and delivered this Agreement as of the date first above written.

COMPUTER VISION SYSTEMS LABORATORIES CORP.


By:	/s/ Thomas DiCicco

Printed Name:			Thomas DiCicco

Title:		CEO & President


	ROCHON CAPITAL PARTNERS, LTD.

	By: John Rochon Management, Inc., its general partner


	/s/ John P. Rochon
	By: John P. Rochon
	Its: President

Exhibit 10.2

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “ Agreement ”), dated and effective as of September 25, 2012, is between Computer Vision Systems Laboratories, Corp., a Florida corporation (the “ Company ”), and John P. Rochon (“ Indemnitee ”).

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, the Company and Indemnitee (the “ Parties ”) recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;

WHEREAS, Indemnitee is willing to serve, or continue to serve, as a director or officer of the Company on the condition that Indemnitee be indemnified to the fullest extent permitted by law;

WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s service to the Company in an effective manner, and Indemnitee’s reliance on the protections afforded by the Company’s Bylaws (the “ Bylaws ”), and in part to provide Indemnitee with specific contractual assurance that the indemnification will be available to Indemnitee (regardless of, among other things, any amendment to or repeal of the Bylaws, any change in the composition of the Company’s Board of Directors, or any acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancement of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement and, to the extent insurance is maintained, for the coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policy or policies;

NOW, THEREFORE, in consideration of the premises and of Indemnitee serving the Company directly or, at its request, another enterprise, and intending to be legally bound hereby, the Parties agree as follows:

1. Certain Definitions . Terms defined in the FBCA (as defined below) that are not otherwise defined in this Agreement have the respective meanings set forth in the FBCA. In addition to terms otherwise defined, the following terms shall have the following respective meanings:

(a) “ Affiliate ”: As to any person, any other person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, “ control ,” when used with respect to any person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” have correlative meanings.

(b) “ Bylaws ”: The Bylaws of the Company as now in effect and as hereafter amended.

(i) Any “ person ” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), other than one or more Permitted Holders, is or becomes the “ beneficial owner ” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the then outstanding Voting Securities;

(ii) Any change or changes in the composition of the Company’s Board of Directors within a two-year period as a result of which less than a majority of the directors are (A) persons who were directors at the beginning of that two-year period or (B) persons who were elected or nominated for election as directors with the affirmative vote or consent of at least a majority of the incumbent directors at the time of that election or nomination, but not including any person whose election or nomination was or is in connection with an actual or threatened proxy contest regarding the election of the Company’s directors;

(iii) The Company is merged or consolidated with another corporation or other entity (other than one or more Permitted Holders or any entity controlled by one or more Permitted Holders) and, as a result of the merger or consolidation, less than seventy-five percent (75%) of the outstanding Voting Securities (if the Company is the surviving corporation) or the outstanding voting securities of the surviving or resulting corporation or other entity, as the case may be, are “ beneficially owned ” (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, immediately after the merger or consolidation by persons who or which beneficially owned the outstanding Voting Securities immediately before the merger or consolidation; or

(iv) The Company transfers, sells or otherwise disposes of all or substantially all of its assets to another corporation or other entity which is not an Affiliate of the Company.

(d) “ Claim ”: Any threatened, pending or completed action, suit, proceeding or arbitration or other alternative-dispute-resolution proceeding or mechanism, or any appeal of any of the foregoing, or any inquiry or investigation, whether instituted by the Company or any governmental authority or agency or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or arbitration or other alternative-dispute-resolution proceeding or mechanism, whether civil, criminal, administrative, investigative or other (whether or not the claims or allegations therein are groundless, false or fraudulent).

(e) “ Expenses ”: Include attorneys’ fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any Claim relating to any Indemnifiable Event.

(f) “ FBCA ”: The Florida Business Corporation Act, as amended and in effect from time to time.

(g) “ Indemnifiable Amounts ”: Any and all Expenses, damages, judgments, fines, penalties, excise taxes and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any such Expenses, judgments, fines, penalties, excise taxes or amounts paid in settlement) arising out of or resulting from any Claim relating to an Indemnifiable Event.

(h) “ Indemnifiable Event ”: Any event or occurrence, whether before, on or after the date of this Agreement, related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise (which request may be written or oral, and which request shall be deemed to have been made if the other enterprise is an entity in which the Company directly or indirectly owns equity interests or other securities having ordinary voting power to elect a majority of the directors or other persons performing similar functions), or by reason of anything done or not done by Indemnitee in any such capacity.

(i) “ Independent Legal Counsel ”: An attorney or firm of attorneys, selected in accordance with Section 4, who or which is experienced in matters of corporate law and has not otherwise performed services for the Company or Indemnitee within the five years immediately prior to the date of determination (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under other separate indemnification agreements with the Company).

(j) “ Permitted Holders ”: Rochon Capital Partners, Ltd. and its Affiliates.

(k) “ Potential Change in Control ”: Shall be deemed to have occurred if (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control, (ii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control, or (iii) the Company’s Board of Directors adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(l) “ Reviewing Party ”: Any appropriate person or body consisting of a member or members of the Company’s Board of Directors or any other person or body appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.

(m) “ Voting Securities ”: Any securities of the Company the holders of which are entitled to vote generally in the election of directors.

2. Basic Indemnification Arrangement; Advancement of Expenses .

(a) If Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of, or arising in part out of, an Indemnifiable Event, the Company shall indemnify Indemnitee as soon as practicable, but in any event no later than 45 days after written demand is presented to the Company, against any and all Indemnifiable Amounts.

(b) If so requested by Indemnitee, the Company shall advance, within five business days of each such request, any and all Expenses relating to any Indemnifiable Event (an “ Expense Advance ”). The Company shall, in accordance with the request, pay Expenses on behalf of Indemnitee or, if Indemnitee has already paid Expenses, reimburse Indemnitee for those Expenses. Subject to the limitations set forth in Sections 2(c) and 2(d), Indemnitee’s right to an Expense Advance under this Section 2(b) shall not be subject to any prior determination, by the Reviewing Party or any other person, that Indemnitee has satisfied any applicable standard of conduct for indemnification.

(c) Notwithstanding the foregoing in this Section 2, before a Change in Control, Indemnitee shall not be entitled to indemnification or Expense Advance pursuant to this Agreement in connection with any Claim initiated by Indemnitee, unless (i) the Company has joined in, or the Company’s Board of Directors has authorized or consented to the initiation of, such Claim (it being understood that any counterclaim or any crossclaim initiated by others will not be deemed “initiated” by Indemnitee for this purpose), or (ii) the Claim is one to enforce Indemnitee’s rights under this Agreement.

(d) Notwithstanding the foregoing in this Section 2, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion in any case in which the Independent Legal Counsel referred to in Section 4 is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(b) or Section 5 shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid (it being understood and agreed that the foregoing agreement by Indemnitee shall be deemed to satisfy any requirement that Indemnitee provide the Company with an undertaking to repay any advancement of Expenses if it is ultimately determined that Indemnitee is not entitled to indemnification under applicable law); provided , however , that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). This undertaking by Indemnitee to repay such Expense Advance shall be unsecured and interest-free. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, the Reviewing Party shall be the Independent Legal Counsel referred to in Section 4. Indemnitee shall cooperate with the Reviewing Party making a determination regarding Indemnitee’s entitlement to indemnification, including providing to the Reviewing Party upon reasonable request any documentation or information, not privileged or otherwise protected from disclosure, that is reasonably available to Indemnitee and necessary for such determination. If there has been no determination by the Reviewing Party, or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such

determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Parties.

3. Notification and Defense of Claim .

(a) Notice . After Indemnitee’s receipt of notice of the commencement of any Claim, Indemnitee shall, if a request for indemnification or any Expense Advance in respect thereof is to be made to the Company under this Agreement, promptly give written notice to the Company of the commencement thereof; but the omission so to notify, or a delay in notifying, the Company will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent that such omission or delay results in any forfeiture by the Company of, or any material prejudice to the Company in its, defenses, rights or insurance coverage with respect to such Claim.

(b) Defense . With respect to any Claim as to which Indemnitee requests indemnification or any Expense Advance, the Company will be entitled to participate in the Claim at its own expense and, to the extent the Company so wishes (except as otherwise provided below), may assume the defense thereof with counsel acceptable to Indemnitee (such acceptance not to be unreasonably withheld, conditioned or delayed). After notice from the Company to Indemnitee of its election to assume the defense of any Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Claim other than as provided below in this Section 3(b). Indemnitee shall have the right to employ legal counsel in such Claim, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined, based on the written advice of counsel, that there may be a conflict of interest between Indemnitee and the Company in the defense of the Claim, (iii) upon or after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Legal Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, in each of which cases all Expenses of the Claim shall be borne by the Company; provided, that in any case, the Company will not be obligated to bear the Expenses of more than one counsel employed by Indemnitee. The Company shall not be entitled to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in clause (ii) above in this Section 3(b) or under the circumstances provided for in clause (iii) or clause (iv) above in this Section 3(b).

(c) Notice to Insurers . If, at the time of receipt of any request by Indemnitee for indemnification or any Expense Advance, the Company has directors’ and officers’ liability insurance in effect under which such Claim may be covered, the Company shall give written notice of such Claim to the insurer or insurers in accordance with the applicable policy or policies. The Company shall provide Indemnitee a copy of such notice and, upon Indemnitee’s request, copies of all subsequent correspondence between the Company and such insurer or insurers regarding such Claim.

(d) Settlement of Claim . The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim

effected without the Company’s written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided , however , that if a Change in Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Legal Counsel has approved the settlement. The Company shall not settle any Claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent.

4. Change in Control . The Company agrees that if there is a Change in Control, then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnification payments and Expense Advances under this Agreement or any other agreement or the Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably delayed, conditioned or withheld). Such Independent Legal Counsel, among other things, shall render its written opinion to the Parties as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

5. Indemnification for Additional Expenses . The Company shall indemnify Indemnitee against any and all Expenses, and (if requested by Indemnitee) shall advance such Expenses to Indemnitee subject to and in accordance with Section 2(b), which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or an Expense Advance by the Company under this Agreement or any other agreement or the Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, and/or (ii) recovery under any directors’ and officers’ liability insurance policy or policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be.

6. Partial Indemnity, Etc . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of the Expenses or other Indemnifiable Amounts in respect of a Claim, but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

7. Burden of Proof; Reliance . In connection with any determination, by the Reviewing Party or otherwise, as to whether Indemnitee is entitled to be indemnified or to contribution hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled. For purposes of this Agreement, Indemnitee shall be deemed to have acted in good faith and in a manner that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company if Indemnitee’s actions or omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to Indemnitee by the officers or employees

of the Company in the course of their duties, or by the Company’s Board of Directors or any of its committees or by any other person (including legal counsel, accountants, consultants and financial advisors) as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge or actions, or failures to act, of any director, officer, agent or employee of the Company other than Indemnitee shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

8. No Presumptions . For purposes of this Agreement, the termination or conclusion of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.

9. Nonexclusivity, Etc . The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may now or hereafter have under the Bylaws, the FBCA or otherwise. To the extent that a change in the FBCA (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Bylaws and this Agreement, it is the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

10. Liability Insurance . During Indemnitee’s service as a director or officer of the Company and for at least five years thereafter, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to maintain directors’ and officers’ liability insurance policies providing coverage for Indemnitee. Upon request, the Company shall provide Indemnitee or Indemnitee’s counsel a copy of all directors’ and officers’ liability insurance policies, declarations, endorsements and other related materials. In all directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured by such policies.

11. Period of Limitations . No legal action shall be brought, and no cause of action shall be asserted, by or in the right of the Company against Indemnitee or Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of the occurrence of the events that are the bases of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided , however , that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

12. Amendments, Etc . No modification or amendment of this Agreement shall be binding unless executed in writing by both of the Parties, and no waiver of any right or obligation under this Agreement shall be binding unless executed in writing by the Party granting the waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

13. Subrogation . In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

14. No Duplication of Payments . The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, the Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

15. Binding Effect, Etc . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, executors and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee and Indemnitte’s counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Company or any other enterprise at the Company’s request.

16. Interpretation . The headings of the Sections and subsections of this Agreement are inserted for convenience only, and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation of this Agreement. In this Agreement, (i) each reference to a “ Section ” is to a numbered or designated section of this Agreement, unless otherwise stated, (ii) “ include ” and “ including ” do not denote or imply any limitation, and (iii) “ herein ,” “ hereunder ,” “ hereof ,” and similar terms are references to this Agreement as a whole and not to any particular provision of this Agreement.

17. Specific Performance, Etc . The Parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation or to obtain any such other relief, or any combination of the foregoing, as Indemnitee may elect to pursue (in any case, without the necessity of posting bond or other collateral).

18. Notices . Each request, demand, notice and other communication required or permitted under this Agreement shall be in writing and shall be deemed given and received if

delivered by hand, delivered by prepaid courier or sent by postage prepaid certified or registered mail, with return receipt requested, at a Party’s address set forth below such Party’s signature to this Agreement. A request, demand, notice or other communication so delivered or sent shall be deemed given and received (i) on the date of receipt if so delivered by hand or by courier, and (ii) on the third business day after mailing or on the date or receipt, whichever is earlier, if so sent by mail. A Party may change such Party’s address for notice by giving the other Party notice of such change in accordance with this Section 18.

19. Severability . The provisions of this Agreement shall be severable so that if any of the provisions hereof (including any provision within a single Section, subsection, clause or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.

20. Governing Law . This Agreement shall be governed by, enforced under and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

21. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one, and the same, instrument. Electronic (including facsimile) transmission of any signed original document or retransmission of any signed facsimile transmission will be deemed the same as delivery of an original. At the request of either Party, the other Party will confirm electronic (including facsimile) transmission by signing a duplicate original document.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first stated above.

	COMPUTER VISION SYSTEMS LABORATORIES, CORP.


	By:	/s/ John P. Rochon
		John P. Rochon
		CEO


	Address:

	2400 Dallas Parkway, Suite 230
	Plano, TX 75093
	Attention: President

	/s/ John P. Rochon
	JOHN P. ROCHON


	Address:

	2400 Dallas Parkway, Suite 230
	Plano, TX 75093
	Attention: John P. Rochon

Exhibit 21.1

Happenings Communications Group, Inc.

Exhibit 23.1

Peter Messineo

Certified Public Accountant

1982 Otter Way Palm Harbor FL 34685

peter@pm-cpa.com

T 727.421.6268 F 727.674.0511

Consent of Independent Registered Public Accounting Firm

I consent to the inclusion in the Form 8-K, the report dated June 25, 2012 relative to the financial statements of Happenings Communications Group, Inc. as of December 31, 2011 and 2010 and for the years then ended.

Peter Messineo, CPA

Palm Harbor Florida

October 1, 2012

Exhibit 99.2

Happenings Communications Group, Inc.
Financial Report
For the years ending December 31, 2011 and 2010 and for the years then ended.

HAPPENINGS COMMUNICATIONS GROUP, INC.

INDEX TO FINANCIAL STATEMENTS

	Page


Report of Independent Registered Public Accounting Firm	3

Balance Sheets at December 31, 2011 and 2010	4

Statements of Operations for the years ended December 31, 2011 and 2010	5

Statements of Changes in Stockholders’ Equity for the years ended December 31, 2011 and 2010	6

Statements of Cash Flows for the years ended December 31, 2011 and 2010	7

Notes to Audited Financial Statements	8

Peter Messineo
Certified Public Accountant
1982 Otter Way Palm Harbor FL 34685
peter@pm-cpa.com
T 727.421.6268 F 727.674.0511

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Happenings Communications Group, Inc.

Clarks Summit, Pennsylvania

I have audited the accompanying balance sheets of Happenings Communication Group, Inc. as of December 31, 2011 and 2010 and the related statements of operations, statements of changes in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Happenings Communications Group, Inc. as of December 31, 2011 and 2010 and the results of its operations, stockholders’ equity and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Peter Messineo, CPA

Palm Harbor, Florida

June 25, 2012

Happenings Communications Group, Inc.

Balance Sheets

	December 31,
	2011			2010
ASSETS
Current Assets
Cash and cash equivalents	$	8,608		$	0
Accounts receivable, net of allowance of $8,500 and $7,500, respectively	95,553			82,054
Prepaid expenses	500			500
Other current assets	—			1,883
Total Current Assets	104,660			84,437

Property and equipment, net of accumulated depreciation of $33,048 and $32,642, respectively	1,514			1,920
Intangible assets, net of accumulated amortization of $3,292 and $3,259, respectively	—			33
	$	106,175		$	86,390

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	58,377		$	72,671
Accounts payable, related party	25,241			25,241
Accrued expenses	4,381			4,406
Deferred revenues	79,213			56,197
Other current liabilities	24,624			10,894
Total Current Liabilities	191,836			169,409

TOTAL LIABILITIES	191,836			169,409

Stockholders’ Equity
Common stock: 1,000,000 authorized; $.01 par value 1,000 and 1,000 shares issued and outstanding, respectively	10			10
Cumulative contributions	66,094			66,094
Accumulated deficit	(151,765		)	(149,123		)
Total Stockholders’ Deficit	(85,661		)	(83,019		)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	106,175		$	86,390

The accompanying notes to financial statements are an integral part of these audited financial statements

Happenings Communications Group, Inc.

Statements of Operations

	For the Years Ended December 31,
	2011			2010

Revenues	$	876,238		$	924,662

Operating Expenses
General and administrative	878,201			942,379
Depreciation and amortization	439			1,095
Total operating expenses	878,640			943,474

Net Loss from operations	(2,692		)	(18,812		)

Other income (expense)	(240		)	(851		)

Net loss	$	(2,642	)	$	(19,663	)

Basic loss per share	$	(2.64	)	$	(19.66	)
Weighted average number of shares outstanding	1,000			1,000

The accompanying notes to financial statements are an integral part of these audited financial statements

Happenings Communications Group, Inc.
Statements of Stockholders’ Equity

	Common Stock			Stockholders’ Contributions		Accumulated
	Shares	Amount		(Distributions)		Deficit			Total

Balance as of December 31, 2009	1,000	$	10	$	66,094	$	(129,460	)	$	(63,356	)

Net loss						(19,663		)	(19,663		)

Balance as of December 31, 2010	1,000	10		66,094		(149,123		)	(83,019		)

Net loss						(2,642		)	(2,642		)

Balance, December 31, 2011	1,000	$	10	$	66,094	$	(151,765	)	$	(85,661	)

The accompanying notes to financial statements are an integral part of these audited financial statements

Happenings Communications Group, Inc.
Statements of Cash Flows

	December 31,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,642	)	$	(19,663	)
Adjustment to reconcile net loss to net cash provided by operations:
Depreciation and amortization	439			1,095
Changes in assets and liabilities:
Accounts receivable	(13,499		)	5,140
Prepaid and other assets	1,883			(500		)
Accounts payable	(14,294		)	5,921
Accrued expenses	(25		)	(1,181		)
Customer deposits and deferred revenue	23,016			8,044
Net Cash Provided By (Used in) Operating Activities	8,608			(15,181		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit	25,790			1,085
Repayments on lines of credit	(12,060		)	(14,592		)
Net Cash Provided By (Used in) Financing Activities	13,730			(13,507		)

Net increase (decrease) in cash and cash equivalents	8,608			(14,651		)
Cash and cash equivalents, beginning of period	—			14,651
Cash and cash equivalents, end of period	$	8,608		$	—

Supplemental Cash Flow Information
Cash paid for interest	$	290		$	881
Cash paid for taxes	$	—		$	—

The accompanying notes to financial statements are an integral part of these audited financial statements

HAPPENINGS COMMUNICATIONS GROUP, INC.
Notes to Audited Financial Statements
December 31, 2011 and 2010

NOTE 1 – BACKGROUND INFORMATION

Organization and Business

Happenings Communications Group, Inc. was originally incorporated on March 4, 1996 in the State of Texas and under the name of JPR Publications Corp. Effective January 26, 2000, Article 1 of the Articles of Incorporation was amended and the name of the corporation was changed to Happenings Communications Group, Inc.

The Company operates in the publishing industry with a primary business purpose of publishing Happenings Magazine and distributing it free from over 800 locations around Scranton, PA to over 100,000 readers per month. The company also maintains a digital companion to the print version, HappeningsMagazinePA.com, both print and digital editions showcases the best of Northeast PA to include events and attractions, entertainment and recreation, and people and community. Happenings Magazine is also accessible by one or two year subscriptions. The company also provides advertising agency and creative services to the general public.

The Company has elected December 31 as its fiscal year end.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and use of estimates

The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

Earnings (Loss) Per Share

Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares.

Cash and Cash Equivalents

The Company follows FASB Accounting Standards Codification (ASC) 305, “Cash and Cash Equivalents”, and considers currency on hand and demand deposits to be cash and considers short-term, highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents at December 31, 2011 and December 31, 2010 were $8,608 and $0, respectively.

Accounts Receivable

The Company follows FASB Accounting Standards Codification (ASC) 310-10, “Receivables”. Accounts receivable consist of amounts due for publication advertising and advertising agency services.

An allowance for doubtful accounts is established for any amounts that may not be collected and is determined from an analysis of accounts receivable aging detail. Receivables are considered past due based on payment terms. The Company does not impose interest or late fee charges on past due receivables.

Fair Value of Financial Instruments

The Company follows FASB Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

·		Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

·		Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

·		Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2011. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.

Inventories

The Company considers all advertising and related consumable products to be period costs, due to materiality and short-term value of product, therefore, as of December 31, 2011 the Company held no inventory.

Revenue Recognition

The Company follows FASB ASC 605 “Revenue Recognition” and recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

1. persuasive evidence of an arrangement exists,

2. the product has been shipped or the services have been rendered to the customer, and,

3. the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Major revenue activities are from selling advertising for print and digital issues. The Company also provides advertising agency services such as strategy development, video production, digital marketing, website design and social media. Additional advertising agency services focus on print and include newsletters, guidebooks, brochures, and directories.

Advertising

The costs of advertising are expensed as incurred. Advertising expense was $2,915 and $2,623 for the years ended December 31, 2011 and 2010, respectively. Advertising expenses are included in the Company’s operating expenses.

Income Taxes

The Company reports its earnings under the Subchapter S-Corporation election and thereby all taxable income is passed-thru to the shareholders and is taxed at the shareholder’s ordinary tax rate. As a result, there is no provision for income taxes for the years presented.

Temporary differences resulting from accelerated depreciation methods utilized for tax verses straight-line method used for GAAP financial reporting, as well as other temporary tax differences resulting from allowable tax accounting applications are considered immaterial and therefore no deferred tax asset or liability has been recognized in the periods presented.

Long-Lived Assets

Property and equipment is stated at cost. Depreciation is computed by the straight-line method over estimated useful lives (3-7 years). Intellectual property assets are stated at their fair value acquisition cost. Amortization of intellectual property assets is calculated by the straight line method over their estimated useful lives 15 years). Historical costs are reviewed and evaluated for their net realizable value of the assets. The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment existed at December 31, 2011 or 2010, respectively.

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company did not recognize any impairment losses for any periods presented.

Stock Based Compensation

The company had no stock-based compensation plans or stock issuances to for services during the year ended December 31, 2011.

Commitments and Contingencies

The Company follows FASB ASC 450-20, Loss Contingencies” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Related parties

The Company follows FASB ASC 850, Related Party Disclosures” for the identification of related parties and disclosure of related party transactions.

NOTE 3 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2011, the FASB issued ASU 2011-12, “Comprehensive Income” (Topic 220). This standard defers the requirement that companies present reclassification adjustments for each component of accumulated other comprehensive income in both net income and other comprehensive income on the face of the financial statements. This ASU does not affect the main provision of ASU 2011-05 which requires companies to present items of net income, other comprehensive income and total comprehensive income in either a single continuous statement or two consecutive statements. The effective date of ASU 2011-12 is consistent with ASU 2011-05, effective for fiscal years and interim periods beginning after December 25, 2011. The adoption of this standard is not expected to impact our financial position or results of operations

In December 2011, the FASB issued ASU 2011-11, “Balance Sheet “(Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). This newly issued accounting standard requires an entity to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions executed under a master netting or similar arrangement and was issued to enable users of financial statements to understand the effects or potential effects of those arrangements on its financial position. This ASU is required to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. As this accounting standard only requires enhanced disclosure, the adoption of this standard is not expected to impact our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-10, “Derecognition of in Substance Real Estate — a Scope Clarification,” which amends ASC Topic 360, “Property, Plant and Equipment.” ASU No. 2011-10 states that when an investor ceases to have a controlling financial interest in an entity that is in-substance real estate as a result of a default on the entity’s nonrecourse debt, the investor should apply the guidance under ASC Subtopic 360-20, Property, Plant and Equipment — Real Estate Sales (formerly FAS 66) to determine whether to derecognize the entity’s assets (including real estate) and liabilities (including the nonrecourse debt). The changes to the ASC as a result of this update are effective prospectively for deconsolidation events occurring during fiscal years, and interim periods within those years, beginning on or after June 1, 2012. Adoption of this guidance will not impact our financial position or results of operations.

In September 2011, the FASB issued ASU No. 2011-08, “Intangibles-Goodwill and Other (ASC Topic

350) — Testing Goodwill for Impairment.” ASU No. 2011-08 amends the impairment test for goodwill by allowing companies to first assess qualitative factors to determine if it is more likely than not that goodwill might be impaired and whether it is necessary to perform the current two-step goodwill impairment test. The changes to the ASC as a result of this update are effective prospectively for interim and annual periods beginning after December 15, 2011 (January 1, 2012 for the Company). Adoption of this guidance is not expected to impact our financial position or results of operations.

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” ( ASU 2011-05). This newly issued accounting standard (1) eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity; (2) requires the consecutive presentation of the statement of net income and other comprehensive income; and (3) requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income nor do the amendments affect how earnings per share is calculated or presented. In December 2011, the FASB issued ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, which defers the requirement within ASU 2011-05 to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. During the deferral, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect prior to the issuance of ASU 2011-05. These ASUs are required to be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Adoption of this guidance is not expected to impact our financial position or results of operations.

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU 2011-04). This newly issued accounting standard clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (level 3) inputs. This ASU is effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011. Adoption of this guidance is not expected to impact our financial position or results of operations.

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification TM (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.

NOTE 4 — FINANCIAL INSTRUMENTS AND RISK CONCENTRATION

Financial instruments

Our investments in cash equivalents, short-term investments and certain long-term investments are carried at fair value, which is described in Note 2. The carrying values for other current financial assets and liabilities, such as accounts receivable and accounts payable, approximate fair value due to the short maturity of such instruments. The carrying value of our long-term debt if we had any would approximate fair value.

Risk concentration

Financial instruments that could subject us to concentrations of credit risk are primarily cash, cash equivalents, short-term investments and accounts receivable.

Concentration of credit risk with respect to accounts receivable is considered insignificant even though sales are within one geographic area, the metro area of Scranton, PA. The Company reviews accounts receivable for balances past due and having no recent or current sales activity and records an allowance for doubtful accounts of approximately 50% of that amount. These allowances are deducted from accounts receivable on our balance sheets.

NOTE 5 – PROPERTY AND EQUIPMENT

Property consists of equipment purchased for the production of revenues. As of December 31:

	2011		2010
Property and equipment	$	34,562	$	34,562
Less accumulated depreciation	33,048		32,642
Property and equipment, net	$	1,514	$	1,920

Assets are depreciated over their useful lives beginning when placed in service. Depreciation expense was $406 and $437 for the years ending December 31, 2011 and 2010, respectively.

NOTE 6 – INTANGIBLES

Intangibles consist of capitalized organization costs and goodwill. As of December 31:

	2011		2010
Goodwill	$	3,292	$	3,292
Less accumulated amortization	3,292		3,259
Intangibles, net	$	—	33

Intangible assets are amortized over their useful lives beginning when placed in service. Amortization expense was $33 and $658 for the years ending December 31, 2011 and 2010, respectively.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Litigation

From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

Lease Obligations

At December 31, 2011, the Company leases office space on a month-to-month basis. Rent expense for the years ended December 31, 2011 and 2010 was $19,560. The Company has no operating or capital leases as of December 31, 2011 and 2010.

NOTE 8 – LINE OF CREDIT

The Company has a $25,000 revolving line of credit with a bank, which renews annually unless either party terminates the line of credit. This line is collateralized by all of Happening’s unrestricted assets. There were drawings on the line of $24,624 and $10,894 at December 31, 2011 and December 31, 2010. Unused amounts were $376 and $14,106, respectively. Terms of the credit agreement state that future drawings, if any, will be subject to a current interest rate of 4.25%.

NOTE 9 – RELATED PARTY TRANSACTIONS

At December 31, 2011 and 2010 the Company had a related party payable to a shareholder in the amount of $25,241.

NOTE 10 – STOCKHOLDERS’ EQUITY

Common Stock

The authorized common stock of the Company consists of 1,000,000 shares with a par value of $0.01. There were 1,000 shares of common stock issued and outstanding as of the years ending December 31, 2011 and 2010.

Preferred Stock

The Company has no authorized preferred stock.

NOTE 11 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through June 25, 2012, the date the financial statements were available to be issued. Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure.

Exhibit 99.3

Computer Vision Systems Laboratories Corp.

Proforma Information

Audited

	CVSL			HCG					Proforma
	12/31/2011			12/31/2011			Adjustments		12/31/2011
STATEMENTS OF OPERATIONS

Revenue	$	—		$	876,238		$	—	$	876,238

Operating expenses	$	(1,289,660	)	$	(878,640	)	$	—	$	(2,168,300	)

Other expense	$	(3,447	)	$	(240	)	$	—	$	(3,687	)

Net (Loss) Income	$	(1,293,107	)	$	(2,642	)	$	—	$	(1,295,749	)

On 9/25/12, Computer Vision Systems Laboratories, Corp. issued 438,086,034 common shares in exchange for all outstanding common shares of Happenings Communications Group, Inc.

Shares valued at fair market value of $.07

438,086,034

30,666,022

Computer Vision Systems Laboratories Corp.

Proforma Information

(unaudited)

		CVSL			HCG						Proforma
		6/30/2012			6/30/2012			Adjustments			6/30/2012
BALANCE SHEETS

Current assets		$	98,558		$	105,715		$	—		$	204,273
Fixed assets, net		$	—		$	1,513		$	—		$	1,513
Intangible assets, net		$	239,500		$	—	(1)	$	30,666,000		$	30,839,399
							(2)	$	(66,104	)
Total Assets		$	338,058		$	107,228		$	30,599,896		$	31,045,185

Liabilities
Accounts payable and accrued expenses		$	—		$	68,221		$	—		$	68,221
Related party payables		$	75,000		$	25,241		$	—		$	100,241
Line of credit		$	—		$	23,649		$	—		$	23,649
Unearned revenue		$	—		$	72,824		$	—		$	72,824

Total Current Liabilities		$	75,000		$	189,935		$	—		$	264,935

Stockholders’ Equity
Common stock		$	4,913		$	10	(1)	$	43,808		$	48,724
							(2)	$	(10	)
Additional paid in capital		$	4,938,143		$	66,094	(1)	$	30,622,192		$	33,016,017
							(2)	$	(66,094	)
							(3)	$	(2,544,324	)
Unearned share-based compensation		$	(2,135,674	)	$	—	(4)	$	(1	)	$	(2,135,671	)
Accumulated deficit		$	(2,544,324	)	$	(148,810	) (3)	$	2,544,324		$	(148,807	)

Total Stockholders’ (Deficit) Equity		$	263,058		$	(82,706	)	$	30,599,895		$	30,780,250

Total Liabilities and Stockholders’ (Deficit) Equity		$	338,058		$	107,229		$	30,599,895		$	31,045,185

STATEMENTS OF OPERATIONS

Revenue		$	—		$	449,804		$	—		$	449,804

Operating expenses		$	(178,480	)	$	(446,849	)	$	—		$	(625,329	)

Other expense		$	(279,985	)	$	—		$	—		$	(279,985	)

Net (Loss) Income		$	(458,465	)	$	2,955		$	—		$	(455,510	)


(1)	On 9/25/12, Computer Vision Systems Laboratories, Corp. issued 438,086,034 common shares in exchange for all outstanding common shares of Happenings Communications Group, Inc.
	Shares valued at fair market value of $.07 x	438,086,034			$	30,666,022
(2 )	Acquired company - eliminate capital accounts
(3 )	Acquiring company - absorb accumulated deficit into additional paid in capital
(4 )	Rounding

Exhibit 99.5

HAPPENINGS COMMUNICATIONS GROUP, INC.

BALANCE SHEET

AS OF JUNE 30, 2012

	Account Name

ASSETS

	BANK GENERAL	9,747.25
	PETTY CASH	300.00
	CREDIT CARD	2,973.92
	CASH-PAYROLL ACCOUNT	1,164.34
	OTHER CASH	—
	PREPAID POSTAGE	500.03
	SECURITY DEPOSIT	—
	ACCOUNTS RECEIVABLE	99,529.29
	ALLOWANCE FOR BAD DEBTS	(8,500.00	)
	FIXED ASSETS	10,541.31
	FURNITURE/FIXTURES	1,445.61
	LEASEHOLD IMPROVEMENTS	410.34
	EQUIPMENT	18,142.89
	COMPUTER SOFTWARE	4,021.42
	ACCUM DEPRECIATION	(33,048.00	)
	CAPITALIZED ORG. COSTS	—
	UNDEPOSITED FUNDS	—
	GOODWILL	3,292.02
	ACCUM AMORTIZATION	(3,292.02	)

	Total Assets	107,228.40

LIABILITIES AND EQUITY

	ACCOUNTS PAYABLE	63,253.93
	ACCRUED EXPENSES	—
	PAYABLE TO SHAREHOLDER	25,240.60
	PAYROLL LIABILITIES	4,060.42
	PROMOTIONAL LIABILITY	906.47
	LINE OF CREDIT	23,648.80
	UNEARNED REVENUE	72,824.40

	Total Liabilities	189,934.62

	CAPITAL INVESTMENT	66,093.75
	COMMON STOCK	10.00
	RETAINED EARNINGS	(151,765.10	)

	Prior Year Income	—
	Current Year Income	2,955.13

	Total Equity	(82,706.22	)

	Total Liabilities and Equity	107,228.40

HAPPENINGS COMMUNICATIONS GROUP, INC.

INCOME STATEMENT

FOR SIX MONTHS JANUARY 1, 2012 THROUGH JUNE 30, 2012

Revenues

ADVERTISING SALES INCOME		400,152.99
CREATIVE SERVICES		48,691.26
SUBSCRIPTION INCOME		960.00

Total Revenues		449,804.25

Expenses

ADVERTISING		744.35
AMORTIZATION		0.02
BANK SERVICE CHARGES		3,495.64
BOOKKEEPING		4,105.00
COMMISSIONS - PAYROLL		44,798.00
COMMISSIONS - 1099S		16,843.95
COMPUTER EQUIPMENT		2,264.24
COMPUTER HARDWARE		200.28
COMPUTER SOFTWARE & UPDATES		459.19
COMPUTER ON-LINE SERVICE		369.98
DELIVERY		8,650.00
EQUIPMENT RENTAL		425.90
DONATIONS		500.00
INSURANCE - HEALTH		7,344.11
INSURANCE - COMMERCIAL		415.04
INSURANCE - LIABILITY		2,002.24
INSURANCE - WORKMAN COMP		812.00
INSURANCE - VEHICLE		260.00
INTEREST EXPENSE		525.21
LICENSES & PERMITS		25.00
MEMBERSHIPS		1,119.00
WRITING		2,125.00
OFFICE SUPPLIES		2,718.52
ADMINISTRATIVE		939.00
OUTSIDE SERVICES		5,084.89
PHOTOGRAPHY		6,365.14
PAYROLL EXPENSES		125,746.49
FUTA EXPENSE		431.38
MEDICARE-COMPANY		2,470.77
SOCIAL SECURITY-COMPANY		10,564.45
PA UNEMPLOYMENT COMP		2,047.39
PENSION EXPENSE		2,450.30
POSTAGE		11,977.52
PRINTING & REPRODUCTION		146,478.68
PROMOTIONAL/MARKETING		8,508.74
PROFESSIONAL FEES		1,250.00
LEGAL FEES		199.00
RENT		9,780.00
JANITORIAL EXPENSES		280.00
TRAINING		60.00
SUBSCRIPTIONS		17.97
STATE TAXES		24.00
TELEPHONE		522.82
GAS		4,385.11
VEHICLE LEASE		3,813.47
TRAVEL		5.10
LODGING		216.41
GAS & ELECTRIC		2,202.02
WATER		825.80

Total Expenses		446,849.12

NET INCOME / (LOSS)		2,955.13

Exhibit 99.6

CVSL TO BE LED BY DIRECT SELLING VETERAN JOHN ROCHON;

STRATEGY IS OUTLINED FOR DIRECT SELLING ACQUISITIONS

For Immediate Release

Dallas, TX (September 25, 2012) –

The closing of the first step of previously-reported transactions between Computer Vision Systems Laboratories Corp. (“CVSL”) and Rochon Capital Partners, Ltd. took place today, as CVSL’s new chairman, long-time direct selling leader John P. Rochon, outlined goals for an acquisition strategy for CVSL in the global direct selling channel.

Mr. Rochon announced that his plan is to make CVSL the platform for a broad strategy of acquiring multiple privately-held direct selling companies. “We believe there is an important opportunity to accomplish something significant and unique in the direct selling channel,” he said.

Mr. Rochon is Chairman of Dallas-based Richmont Holdings (www.richmontholdings.com). He has owned, invested in and managed dozens of businesses in a wide variety of global industries over his nearly 40-year career. Among these, he served as Chairman and CEO of Mary Kay, Inc., one of the world’s largest direct selling companies and, as general partner of Richmont Capital Partners I, which was once one of the largest shareholders of Avon Products, Inc.

As a preliminary step, CVSL has acquired 100% of the stock of Happenings Communications Group, Inc., a publishing and media company, which will be a wholly-owned subsidiary of CVSL. CVSL issued 438,086,034 shares of restricted common stock to Rochon Capital, representing 90% of the outstanding shares of CVSL’s common stock. Mr. Rochon is now CVSL’s chief executive officer, sole director and chairman. Mr. Rochon soon will be making announcements regarding additional directors and new management for CVSL.

“We want to offer something new in the marketplace: a specialized private-to-public platform that leverages our team’s unique knowledge, the power of the direct sales channel and the combined talent of all acquired companies, to create value for CVSL’s investors,” he said.

“The direct selling industry worldwide is a massive, powerful and growing sales channel and a major source of microfinance for entrepreneurs around the globe, with about $130 billion in annual revenue,” said Mr. Rochon. “Having been part of this industry for three decades, I know firsthand what can be accomplished in this channel. I believe direct selling is ripe for innovation. We believe we can make CVSL the vehicle for that fresh approach.”

The strategy can include making use of the millions of customer relationships underlying the multiple direct selling sales forces of the acquired companies, in order to market products and opportunities using the cloud infrastructure and ideas that Mr. Rochon has pioneered during his career.

Mr. Rochon said that over the past year Richmont has identified numerous acquisition candidates to potentially become part of the CVSL strategy. He said that CVSL expects to announce initial acquisitions in the near future.

“We intend to use several principles in building CVSL. First, we believe each company should be chosen carefully, based on how well it supports the overall strategy. Second, we intend to maintain absolute ‘brand respect,’ with each company keeping its own unique identity. Third, our years of experience and our direct selling expertise can help each company’s management make the most of its strengths. Finally, we will look for ways of making all companies under the CVSL umbrella more efficient through shared ‘back office’ resources to reduce overlapping infrastructure costs and by sharing best practices and ideas,” said Mr. Rochon.

Mr. Rochon noted that the majority of direct selling companies are privately held and that many owners are looking for a way to monetize their ownership while continuing to stay active in the business. “We can offer to the owner of a private, monoline direct selling company liquidity and access to new capital. His or her company can become part of a larger, diversified entity. We can offer owners and members of each company’s independent sales force the opportunity to participate in a portfolio of direct selling companies.”

Mr. Rochon said that, given his knowledge of the industry, some of the companies may require turnaround assistance, while others will be profitable at the point of acquisition and can focus on achieving a new level of growth. He said that CVSL initially will focus on direct sellers that offer products for health, the home and beauty.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this press release, including statements regarding future events, our future financial performance, business strategy, and acquisitions strategy, and our plans and objectives for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only expectations and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended December 31, 2011 and those discussed in other documents we file with the Securities and Exchange Commission, which may cause our actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements to differ materially from expectations.

Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this press release to conform our statements to actual results or changed expectations.

Richmont contact: Russell Mack ( rmack@richmont.net ) (972 398-7136)