BUSINESS ACQUISITION

3 Months Ended

Mar. 31, 2013

Business Acquisition, Cost Of Acquired Entity, Purchase Price [Abstract]

BUSINESS ACQUISITION

3. BUSINESS ACQUISITION

On January 9, 2013, the Company entered into a definitive agreement pursuant to which it acquired, through its Millennium Biotechnologies, Inc. wholly-owned subsidiary, the trademark of Bikini Ready® and the brand SlimTrim™. Under the agreement the Company acquired the URL’s, formula and customer list. Under the terms of this agreement the Company paid $75,000 cash, 8,000 shares of Series G preferred stock valued at $140,000, and $25,000 contingent cash consideration that the Company expects to pay.

The transaction was accounted for as a business acquisition. The results from operations for the period from acquisition (January 9, 2013) to March 31, 2013 have been included in the Company’s condensed consolidated statement of operations. Pro forma information with respect to the acquisition are not included in these financial statements as the information is not material.

In accordance with generally accepted accounting principles, intangible assets are recorded at fair values as of the date of the transaction. The Company has preliminarily allocated the $240,000 consideration paid to the acquired assets as follows:

Intangible assets, trademarks	$	100,000
Intangible assets, customer list		5,000
Goodwill		135,000
Fair value acquired	$	240,000

Intangible assets with estimated useful lives are amortized over a 5 year period. The goodwill and trademarks are not amortized for financial statement purposes in accordance with generally accepted accounting principles.