In accordance with an agreement with Joe Simone for consulting
services relating to identifying sales and marketing opportunities,
increasing investor awareness of the Company, identifying potential
new investors who might have an interest in investing in the Company,
and other activities in the furtherance of the above, the Company
issued 750,000 shares of its Common Stock valued at $9,375.
On April 14, 2010, by written consent of the Board of Directors, the
Company developed the 2010 Professional/Consultant Stock Compensation
Plan. It was further resolved that these shares be issued to Gregory
Sichenzia for services provided to the Company by Sichenzia Ross
Friedman Ference LLP, valued at $14,025.
From April 13, 2010 through May 10, 2010, the Company accepted
Subscription Agreements from eleven subscribers for the purchase of
its Common Stock. In accordance with these Agreements, 49,966,665
shares were purchased at $0.015 per share, totaling $749,500.
Approximately $72,500 of reimbursable out-of-pocket costs were
incurred by consultants in furtherance of these transactions.
On August 11, 2010, in consideration for services provided to the
Board of Directors (valued at $16,250), the Company issued 812,500
shares of its common stock.
From July 20, 2010 through September 30, 2010, the Company accepted
Subscription Agreements from six subscribers for the purchase of its
Common Stock. In accordance with these Agreements, 9,428,571 shares
were purchased at $0.0175 per share, totaling $165,000.
During October and November, 2010, the Company accepted two
Subscription Agreements from a subscriber for the purchase of its
Common Stock. In accordance with these Agreements, 4,000,000 shares
were purchased at $0.0175 per share, totaling $70,000.
On November 12, 2010, in consideration for services provided to the
Board of Directors (valued at $5,000), the Company issued 250,000
shares of its common stock.
From October to December, 2010, the Company accepted Subscription
Agreements from six subscribers for the purchase of its Common Stock.
In accordance with these Agreements, 23,684,211 shares were purchased
at $0.019 per share, totaling $450,000.
11. AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS
Effective January 11, 2010, the Company (a) amended its Certificate
of Incorporation to increase the Company's authorized capital to
1,010,000,000 shares comprising 1,000,000,000 shares of Common Stock
par value $.0001 per share and 10,000,000 shares of Preferred Stock
par value $0.0001 per share and (b) decreased the par value of the
Company's Common Stock and Preferred Stock from $.001 per share to
$.0001 per share
Effective July 11, 2010, the Company amended its Certificate of
Incorporation to increase the Company's authorized capital to
1,510,000,000 shares comprising 1,500,000,000 shares of Common Stock
par value $.0001 per share and 10,000,000 shares of Preferred Stock
par value $0.0001 per share.
12. SHARE-BASED COMPENSATION
The Company recognizes the cost of all share-based payments under the
relevant authoritative accounting guidance. Share-based payments
include any remuneration paid by the Company in shares of the
Company's common stock or financial instruments that grant the
recipient the right to acquire shares of the Company's common stock.
For share-based payments to employees, which consist only of awards
made under the stock option plan described below, the Company
accounts for the payments in accordance with the provisions of ASC
Topic 718, "Stock Compensation" (formerly referred to as SFAS No.
123(R)). Share-based payments to consultants, service providers and
other non-employees are accounted for under in accordance with ASC
Topic 718, ASC Topic 505, "Equity Payments to Non-Employees" or other
applicable authoritative guidance.
Stock Option Plan
The Company adopted the Vycor Medical, Inc Employee, Director, and
Consultant Stock Plan as of February 13, 2008, that includes both
incentive stock options and nonqualified stock options to be granted
to employees, officers, and consultants, independent contractors,
directors and affiliates of the Company. The board of directors
establishes the terms and conditions of all stock options grants,
subject to the Plan and applicable provisions of the Internal Revenue
Code. Incentive stock options must be granted at an exercise price
not less than the fair market value of the common stock on the grant
date. The options granted to participants owning more than 10% of
the Company's outstanding voting stock must be granted at an exercise
price not less than 110% of the fair market value of the common stock
on the grant date. The options expire on the date determined