Note 7 - Commitments and Contingencies

Litigations, Claims and Assessments

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such matters that are deemed material to the consolidated financial statements as of December 31, 2013 and 2012.

Operating Leases

On April 24, 2013, the Company entered into a commercial lease agreement in West Palm Beach, Florida under a one year operating lease that commenced on June 1, 2013 at the rate of $1,020 per month. This lease agreement superceded a previous six month operating lease that commenced on December 1, 2012 at the rate of $975 per month.

On May 25, 2012, the Company entered into a commercial lease agreement in Rome, Italy under a one-year operating lease that commenced on June 1, 2012 at the rate of approximately $1,300 per month. In May 2013, the lease agreement was extended for an additional year at the same terms.

Aggregate rent expense for the years ended December 31, 2013 and 2012 was $29,344 and $9,180, respectively. Aggregate rent expense for the period from August 4, 2011 (inception) to December 31, 2013 was $38,524. As of December 31, 2013, future minimum rental payments on the Company’s operating leases aggregated approximately $10,300.

Employment and Separation Agreements

In June 2012, the Company entered into a Separation and General Release Agreement with its President, Chief Executive Officer and Director (the “Officer”). Pursuant to the agreement the Company paid the Officer a one-time cash payment of $21,513, representing amounts due under the Officer’s employment agreement and the reimbursement of certain expenses. The Company also issued the Officer 40,000 shares of the Company’s restricted common stock valued at $23,600, based on the fair value of the shares on the date of the agreement.

On October 19, 2012, the Company announced that David W. Todhunter was appointed as the Company’s President and Chief Executive Officer in addition to being the Company’s Chief Financial Officer and entered into a new employment agreement (the “Agreement”). The Agreement was to initially expire on December 31, 2015. Under the terms of the Agreement, Mr. Todhunter was to receive an initial annual base salary of $126,000 until March 31, 2013 with future salary adjustments subject to certain terms and conditions. In addition, Mr. Todhunter was to be entitled to receive on a fiscal year basis a cash bonus determined in the discretion of the Board of Directors of up to fifty (50%) percent of his annual salary. Upon execution of the Agreement, Mr. Todhunter was also issued certain stock options (See Note 6).

management changes

On April 15, 2013, David W. Todhunter resigned as President, Chief Executive Officer and Chief Financial Officer of the Company. Subsequently, the Company announced that Juan Carlos Trabucco, a director of the Company, was appointed to serve as interim President and Chief Executive Officer and that Joseph N. Fasciglione, the Controller, Assistant Treasurer and Assistant Secretary of the Company, was appointed to serve as interim Chief Financial Officer.

On April 17, 2013, Joseph Becker resigned as a director of the Company.

On May 13, 2013, Juan Carlos Trabucco, a director and the Interim President and Chief Executive Officer of the Company, passed away. Subsequently, the Company appointed Joseph N. Fasciglione, the Company’s Interim Chief Financial Officer, to serve as Interim President and Chief Executive Officer of the Company pending the Company’s selection of a successor to serve as President and Chief Executive Officer.

On November 6, 2012, the Company entered into a three-year consulting service agreement with Dr. Francesca del Vecchio, pursuant to which Dr. del Vecchio will continue to lead and manage all research and development activities in connection with the Company’s BeesVita Plus™ and other products. During the first year of the Consulting Agreement, Dr. del Vecchio will be paid $7,750 per month. Dr. del Vecchio’s compensation for the two remaining years of the Consulting Agreement will be determined by the mutual consent of the Company and Dr. del Vecchio. Dr. del Vecchio is the spouse of the Chairman of the Company’s Board of Directors.

On February 12, 2013, pursuant to terms of consulting agreement, the Company issued 10,000 shares of of common stock as part of compensation for services rendered. The fair value of the shares issued was $5,800, based on the fair value of the shares on the date of the date issued

Agreements

On August 2, 2013, the Company entered into a manufacturing agreement with a domestic agricultutral specialty products company for the production of the Bees Vita Plus supplement to be sold in the U.S. market. The agreement is cancelable at any time by either party with a 30 days notice.