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EX-99.1 - LETTER OF INTENT - BioCorRx Inc.ceyy_ex991.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
January 28, 2014
Date of Report (Date of earliest event reported)
 
FRESH START PRIVATE MANAGEMENT INC.
(Exact name of registrant as specified in its charter)

Nevada
 
333-153381
 
26-1972677
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

601 N. Parkcenter Drive
Suite 103
Santa Ana, California
 
92705
(Address of principal executive offices)
 
(Zip Code)
 
(714) 462-4880
Registrant’s telephone number, including area code

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

Check the appropriate box below if the Form 8-K 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))
 


 
 

 

SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Binding Letter of Intent
 
On January 27, 2014, Fresh Start Private Management Inc., a Nevada corporation (the "Company"), executed a binding letter of intent (the "Letter of Intent") with Fresh Start NoCal, LLC, a California limited liability company ("NoCal"), with such Letter of Intent approved and ratified by the Company’s Board of Directors and filed herewith as Exhibit 99.1. The Company is involved in establishing alcohol rehabilitation and treatment centers; it has created certain alcohol therapeutic and rehabilitation programs, one of which is a Naltrexone implant placed under the skin in the lower abdomen, coupled with life counseling sessions from specialized counselors.The Naltrexone implant formulation is owned by Trinity Rx Solutions LLC ("Trinity Rx"). The Company has an exclusive license with Trinity Rx pursuant to which Trinity Rx provides the Company with the Naltrexone implant.
 
In accordance with the terms and provisions of the Letter of Intent: (i) the Company shall grant to NoCal for the territory of Washington D.C., Maryland, Virginia and West Virginia the right to use and distribute certain therapeutic programs and products, including the Naltrexone implant; (ii) NoCal shall pay the Company a one time, up-front royalty fee; and (iii) NoCal shall further pay the Company a flat fee per program relating to the Naltrexone implant in an amount still to be determined.
 
The Company entered into the Letter of Intent for the purpose of securing a binding understanding between the Company and NoCal and to further serve as a basis for negotiating additional definitive agreements.This Item 1.01 is qualified in its entirety by the provisions of the Letter of Intent, filed herewith as Exhibit 99.1, and incorporated herein by reference.
 
 
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits.
 
Exhibit 99.1
 
Letter of Intent dated January 27, 2014

 
2

 

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 hereunto duly authorized.

  FRESH START PRIVATE MANAGEMENT INC.  
       
Date: January 28, 2014 By: /s/ Kent Emry  
 
Name:
Kent Emry
 
  Title: Chief Executive Officer