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3. SIGNIFICANT TRANSACTIONS
9 Months Ended
Sep. 30, 2013
Significant Transactions  
SIGNIFICANT TRANSACTIONS

Forbearance Agreement

 

On August 17, 2012, Tonaquint, Inc., (“Tonaquint”) and the Company entered into a forbearance agreement in connection with a Securities Purchase Agreement by and between Tonaquint and the Company under which Tonaquint purchased a Secured Convertible Promissory Note in the original principal amount of $560,000 (the “Note”). Tonaquint agreed to convert $20,000 in principal amount owed under the Note into shares of the Company’s Common Stock and to accept a cash payment of $200,000 as payment in full for the remaining balance on or before October 16, 2012. The forbearance also gave the Company the option to extend the final payment date. In January of 2013, the Company issued 74,993 shares of Common Stock according to the original terms of the Forbearance agreement. The Company also paid $45,000 in 2013 and issued an additional 213,147 shares of Common Stock to Tonaquint to extend the final payment date to October 15, 2013 at which time the final $200,000 was paid in full.

 

Federal Payroll Tax Settlement Negotiation

 

In January of 2012, the Company made payment to the Internal Revenue Service (the “IRS”) for delinquent tax liabilities from 2004 and 2005.  In February of 2013, the IRS accepted Company’s offer of Compromise related to unpaid penalties and interest and on March 20, 2013, the Company paid the final $16,000 due under the compromise.

 

Shipping and Consulting Agreement

 

On September 20, 2013, the Company entered into a Shipping and Consulting Agreement with WellDyne Health, LLC (“WellDyne”). Under the agreement, WellDyne agreed to provide certain storage, shipping, and consulting services, and was granted the right to conduct online resale of certain of the Company’s products to U.S. consumers.

 

As additional consideration, an affiliate of WellDyne was issued a warrant (the “WellDyne Warrant”) for the purchase shares of the Company’s Common Stock equal to the lesser of (a) 4.9% of the issued and outstanding Common Stock (on a fully-diluted basis), or (b) 4,500,000 shares. The WellDyne Warrant has a term of five years and an exercise price of $0.06, subject to adjustment as provided for therein.