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RELATED PARTY TRANSACTIONS
3 Months Ended
Sep. 30, 2013
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

 

Management fees and stock compensation expense

 

Effective January 1, 2011, the Company has agreed to annual compensation of $90,000 for its CEO, which was increased to $150,000 annually, effective January 1, 2013. Effective January 1, 2013, the Company has agreed to annual compensation of $96,000 for the CFO. For the three and nine months ended September 30, 2013, the Company expensed $61,500 and $184,500 included in Administrative and Management Fees in the Unaudited Condensed Consolidated Statements of Operations, included herein. As of September 30, 2013, the Company owed the CEO $13,550 and the CFO $46,000.

 

In August 2012, the Company issued 250,000 shares of Class B Preferred Stock to the President, valued at $177,667 and recorded the amount as deferred stock compensation to be amortized over one year. As of June 30, 2013, the Company accepted the resignation of Mr. Rodriguez as an Officer and Director of the Company. The

Company has cancelled the Preferred Stock and returned the shares to the treasury of the Company for failure to complete the Employment Agreement and SweetMD transaction. Therefore, the Company stopped amortizing the deferred compensation during the quarter ended June 30, 2013, and recorded an entry to eliminate the remaining unamortized compensation of $29,611 with the corresponding entry to additional paid in capital. The Company recognized expenses $22,207 and $192,472 for the three and nine months ended September 30, 2013.

 

In June 2013, Mr. Friedman agree to exchange 30,335,000 shares of common stock in partial consideration for the issuance of 450,000 shares of Class B preferred stock (see note 8).

 

Agreements with prior management

 

In December 2011 the Company issued a $50,000 convertible promissory note (see Note 6) as part of a guaranty fee due to a Company that is affiliated with a former officer of the Company. Terms of the note include an eight percent per annum interest rate and the note matured on the one year anniversary on December 20, 2012. Additionally, the holder of the Note has the right to convert the note into shares of common stock of the Company at a conversion price equal to eighty percent (80%) of the lowest closing bid price of the common stock within five (5) days of the conversion. On March 31, 2013, the Company and the noteholder elected to convert the remaining balance of the note of $32,000 and accrued and unpaid interest of $6,060 into 3,699,280 shares of common stock.

 

Also in December 2011, the Company agreed to pay an additional $50,000 in common stock, which is included in accounts payable and accrued expenses on the September 30, 2013 and December 31, 2012 consolidated balance sheets.