NOTE 12 - SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 12 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing date of this Annual Report on Form 10-K and has determined it appropriate to disclose the following event.

During 2014, the Company sold an aggregate of 1,000,000 restricted shares of common stock to two accredited investors for cash proceeds of $50,000, or $0.05 per share.

On February 26, 2014, the Company’s Board of Directors (the “Board”) voted to expand the Board by appointing an additional director to serve until the next annual meeting of stockholders or until his successor is elected and qualified.  The new director is David A. Esposito.  In making this appointment, the Board considered the extensive and successful experience of Mr. Esposito in the healthcare industry and his extensive marketing background to be of significant benefit to the Company’s business plans.  Mr. Esposito is currently the Managing Partner of Harvest Time Partners, Inc., a company he founded after leaving Thermo Fisher Scientific.

In connection with Mr. Esposito’s appointment as a director, the Company granted him options for the purchase of 2,000,000 shares of common stock, with an exercise price of $0.1095 per share.  Of the total options, 1,000,000 will vest on February 26, 2015 and the other 1,000,000 vest upon the successful achievement of certain milestones.  Unvested options would vest immediately in the event of a change in control of the Company.  The options are exercisable for five years. The grant date fair value of the options was $198,068.  The Company will recognize $8,253 of expense in the first quarter of 2014 with another $90,781 recognized over the remaining vesting period in connection with those options that vest on February 26, 2015.  The Company will recognize the remaining expense totaling $99,034when the achievement of the required milestones becomes probable.

The Board granted options to six consultants and service providers for the purchase of common shares ranging from 25,000 to 50,000 each (total options to purchase of 250,000 shares of common stock), with an exercise price of $0.1095 per share.  Of these options, 200,000 options vested immediately and the other 50,000 options vest on January 9, 2015.  The options are exercisable for five years. The grant date fair value of these options was $24,759.  The Company will recognize expense of $21,045 during the first quarter of 2014 and the remaining expense of $3,714 over the remaining vesting period in connection with those options that vest on January 9, 2015.