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ACQUISITION OF SCIENTIFIC NANOMEDICINE, INC. AND SENIOR SCIENTIFIC, LLC
12 Months Ended
Dec. 31, 2012
Notes to Financial Statements  
NOTE 10. ACQUISITION OF SCIENTIFIC NANOMEDICINE, INC. AND SENIOR SCIENTIFIC, LLC

On February 10, 2010 (“effective date”), the Company entered into Acquisition Option Agreement with and among Senior Scientific LLC, Edward R. Flynn, Ph.D and Scientific Nanomedicine, Inc. (“SNMI”) whereby the Company shall have the right to acquire 100% ownership of SNMI at any time during an Option Period of nine (9) months from the effective date of the Acquisition Option Agreement. SNMI owns intellectual property in the nanomedicine technology field generally related to detection of biological materials, including detection and treatment of cancer and application to other areas of biology. The total consideration for the acquisition of SNMI pursuant to the Acquisition Option Agreement shall consist of $100,000 and 20,000,000 shares of the Company’s restricted common stock. As of December 31, 2010, the Company had issued a total of 7,667,000 shares of the Company’s restricted common stock of which 6,000,000 shares of the total 7,667,000 shares issued were for the First Payment and partial Second Payment pursuant to the Acquisition Option Agreement. The 1,667,000 shares of the total 7,667,000 shares issued were for payment in lieu of required cash payment of $100,000 required under Acquisition Option Agreement. The value of the 7,667,000 shares issued totaling $460,000 or $0.06 per share (fair value at the effective date) was recorded as a deposit towards the purchase of SNMI under the Acquisition Option Agreement.

 

On May 31, 2011, the Company completed the remaining required restricted common stock consideration totaling 14,000,000 shares pursuant through an Agreement and Plan of Reorganization with Scientific Nanomedicine, Inc., thus completing the acquisition of 100% ownership of SNMI. Concurrently, the Company entered and completed a Purchase Agreement with Senior Scientific, LLC, and Edward R. Flynn and Maureen A. Flynn to acquire 100% of the voting stock Senior Scientific, LLC in exchange for 1,000 shares of the Company’s common stock.

 

The acquisition of SNMI has been accounted for as an asset purchase since SNMI has no tangible assets or liabilities and does not have the business inputs and outputs to be considered a business. The purchase price totaling $1,300,000 (fair value of 21,667,000 shares of common stocks issued) has been allocated to in process research and development and will be amortized over 10 year period.

 

The acquisition of Senior Scientific, LLC has been accounted for as a purchased under the business combination rules. Senior Scientific, LLC net assets totaling approximately $60,000 consisted of fixed assets and no liabilities. The consideration of 1,000 shares of the Company’s common stock has been valued at $60,000 based on the identifiable fixed assets of Senior Scientific, LLC.