Notes and Loans Payable

3 Months Ended

Mar. 31, 2012

Notes Payable [Abstract]

Debt Disclosure [Text Block]

NOTE 5 - NOTES AND LOANS PAYABLE

Convertible Notes Payable

On November 29, 2011, the Company received aggregate proceeds of $400,000 from two individuals ($150,000 of which was from a director of the Company) on notes payable bearing interest at 18%, due on May 29, 2012 and convertible into common stock at the rate of $0.20  per share or an adjusted lower rate determined by reference to a subsequent qualified financing. As additional consideration, the note holders were issued an aggregate of 400,000 shares of common stock valued at $0.15 per share for an aggregate of $60,000. The value of the shares issued were recorded as deferred financing costs and are being amortized over the 6 month term of the notes. The unamortized balances were  $15,451 at March 31, 2012 and $49,451 at December 31, 2011. Related amortization expense was $34,000 for the three months ended March 31, 2012.

Notes Payable to Director

A director loaned the Company $99,500, of which $60,000 was advanced on September 29, 2011and is evidenced by an unsecured note payable which was due on October 29, 2011 bearing interest at 3%; $10,000 was advanced in December 2011 for direct payment to a vendor and $19,500 was advanced in January 2012 for direct payments to vendors. None of the principal or interest have been paid to date.

Note Payable

On May 20, 2010, the Company issued a note for $7,500 bearing interest at 5% in exchange for Maremanno Corporation’s payment of $7,500 on an open account payable balance.  The note is due and payable upon demand. The principal balance of the note remained $7,500 at both March 31, 2012 and December 31, 2011. Accrued interest payable on this note was $1,170 and $982 as of March 31, 2012 and December 31, 2011, respectively.

Loan Payable

In November and December 2011, an unrelated third party loaned the company an aggregate of $60,000, payable on demand without interest. The loan was repaid in February 2012.

Loan Payable to Officer

The Company owed $5,000 to its former Chief Executive Officer for funds advanced by him for working capital. The loan bears no interest and is not evidenced by a note. The loan was repaid in April 2012.

See Note 8 for a description of the terms of the note payable to Peak Wellness, Inc. for the acquisition of intellectual property.