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RELATED PARTY TRANSACTIONS
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12 Months Ended |
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Dec. 31, 2012
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| RELATED PARTY TRANSACTIONS | |
| RELATED PARTY TRANSACTIONS |
NOTE 11 - RELATED PARTY TRANSACTIONS
Loan Payable
During 2011, Christopher Maggiore, a significant shareholder, paid expenses of $164,675 on behalf of the Company that were repaid as follows: on November 1, 2011, the Company issued 664,848 shares of common stock and warrants to purchase 997,272 shares of common stock at an exercise price of $.125 per share in repayment of $83,106, and recognized finance costs of $88,380. On December 1, 2011, the Company issued 652,550 shares of common stock and warrants to purchase 978,825 shares of common stock at an exercise price of $.125 per share in repayment of $81,568 and recognized finance costs of $90,158. At December 31, 2011 there was no balance due.
During the fourth quarter of 2012, Mr. Maggiore loaned the Company $15,000 which was still outstanding as of December 31, 2012.
Stock Subscription Agreements
On May 10, 2012, Christopher Maggiore, a significant shareholder, subscribed to the acquisition for 2,400,000 Units, each Unit comprised of one share of common stock, $.001 par value of the Company and warrants to purchase one-tenth (1/10) of one shares of Common Stock (or 240,000 warrants in total), at a per unit price of $.125 for an aggregate purchase price of $300,000. As of December 31, 2012, Mr. Maggiore had fully funded the subscription.
During the quarter ended September 30, 2012, Robert McLain, a significant shareholder, subscribed to the acquisition for 120,000 Units, each Unit comprised of one share of common stock, $.001 par value of the Company and warrants to purchase one-tenth (1/10) of one share of Common Stock (or 12,000 warrants total), at a per unit price of $.125 for an aggregate purchase price of $15,000.
During the quarter ended December 31, 2012, Mr. McLain subscribed to the acquisition for 80,000 Units, each Unit comprised of one share of common stock, $.001 par value of the Company and warrants to purchase one-tenth (1/10) of one share of Common Stock (or 8,000 warrants total), at a per unit price of $.125 for an aggregate purchase price of $10,000.
License Agreement
Christopher Maggiore has an equity interest in Ceptazyme, LLC, the purported assignee of Zus Health under the license agreement discussed under Note 12 – License Agreement. Robert McLain, , a significant shareholder, also has an equity interest in Ceptazyme, LLC, the purported assignee of Zus Health under the license agreement discussed under Note 12 – License Agreement.
Board of Directors fees
During the fourth quarter of 2011, the Company issued warrants to purchase 900,000 shares of stock to the board members and 200,000 shares of stock to our science board member. These warrants have an exercise price of $.15 and a term of 3 years. The warrants were valued at $87,278 using the Black Scholes pricing model (see Note 10 – Stockholders’ Deficiency).
During the year ended December 31, 2012, the Company granted warrants to purchase 300,000 shares of stock of the Company to its three (3) board members. These warrants have an exercise price of $.12, vest quarterly, and have a term of 3 years. The warrants were valued at $57,039 using the Black Scholes pricing model (see Note 10 – Stockholders’ Deficiency). |