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EX-31.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - SignPath Pharma, Inc.signpathexh311.htm
EX-32.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - SignPath Pharma, Inc.signpathexh321.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
(Mark One)
 
ý
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: JUNE 30, 2014
 
¨
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _________ to __________
 
Commission file number: 333-158474
 
SIGNPATH PHARMA INC.
(Exact name of Registrant as specified in its charter)
 
Delaware
20-5079533
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
 
1375 California Road
Quakertown, PA 18951
(Address of principal executive offices)
 
(215) 538-9996
(Registrant’s telephone number, including Area Code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ý Yes  ¨ No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes  ¨ No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated file” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
Large accelerated filer ¨
Accelerated filer ¨
 
Non-accelerated filer ¨
Smaller reporting company ý
 
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   ¨ Yes  ý No
 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
As of August 15, 2014, the Company had authorized 50,000,000 shares, $.001 par value, common stock, of which 12,917,500 shares of common stock were issued and outstanding.
 
 
 

 
 
SignPath Pharma Inc.
Quarterly Report on Form 10-Q
Period Ended June 30, 2014
 
Table of Contents
 
 
Page
PART I.  FINANCIAL INFORMATION
 
   
Item 1.  Financial Statements:
 
   
Condensed Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013 (audited)
3
   
Condensed Statements of Operations for the three and six months ended June 30, 2014 and 2013 and for the period from Inception on May 15, 2006 through June 30, 2014 (unaudited)…
4
   
Condensed Statements of Cash Flows for the six months ended June 30, 2014 and 2013 and for the period from Inception on May 15, 2006 through June 30, 2014 (unaudited)
5
   
Notes to Condensed Financial Statements (unaudited)
6-22
   
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
   
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
27
   
Item 4.  Evaluation of Disclosure Controls and Procedures
27
   
PART II.  OTHER INFORMATION
 
   
Item 1.  Legal Proceedings
28
   
Item 1A. Risk Factors – Not Applicable
28
   
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
28
   
Item 3.  Defaults Upon Senior Securities
28
   
Item 4.  Mine Safety Disclosures
28
   
Item 5.  Other Information
28
   
Item 6.  Exhibits
29
   
SIGNATURES
30

 
2

 
 
SIGNPATH PHARMA, INC.
 
(A Development Stage Company)
 
Balance Sheets
 
             
             
ASSETS
 
             
 
June 30,
 
December 31,
 
 
2014
 
2013
 
CURRENT ASSETS
(unaudited)
     
             
Cash
  $ 1,640,573     $ 1,241,397  
                 
Total Current Assets
    1,640,573       1,241,397  
                 
TOTAL ASSETS
  $ 1,640,573     $ 1,241,397  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
                 
CURRENT LIABILITIES
               
                 
Accounts payable and accrued expenses
  $ 380,774     $ 421,632  
                 
Total Current Liabilities
    380,774       421,632  
                 
                 
STOCKHOLDERS' EQUITY
               
Preferred stock; $0.10 par value, 5,000,000 shares authorized 10,401 and 8,790 shares issued and outstanding, respectively
    1,041       879  
Common stock; $0.001 par value, 50,000,000 shares authorized; 12,917,500 and 12,877,500 shares issued and outstanding, respectively
    12,919       12,879  
Stock Payable
    17,000       -  
Accrued dividends
    1,651,157       1,353,961  
Additional paid-in capital
    11,402,977       10,120,454  
Deficit accumulated during the development stage
    (11,825,297 )     (10,668,408 )
                 
Total Stockholders' Equity
    1,259,799       819,765  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 1,640,573     $ 1,241,397  

The accompanying notes are an integral part of these financial statements.
 
 
3

 
 
SIGNPATH PHARMA, INC.
 
(A Development Stage Company)
 
Statements of Operations
 
(unaudited)
 
                               
                     
 
   
From Inception
 
                           
on May 15, 2006
 
   
For the Three Months Ended
   
For the Six Months Ended
   
Through
 
   
June 30,
   
June 30,
   
June 30,
 
   
2014
   
2013
   
2014
   
2013
   
2014
 
                               
REVENUES
  $ -     $ -     $ -     $ -     $ -  
                                         
OPERATING EXPENSES
                                       
                                         
General and administrative
    6,700       8,679       14,460       13,821       1,318,056  
Professional fees
    227,719       70,346       231,970       695,465       2,016,188  
Financing expense
    -       -       -       -       1,063,401  
Research and development
    616,750       187,657       746,538       306,068       5,043,971  
Salaries and wages
    107,745       80,152       164,318       163,579       1,413,647  
                                         
Total Operating Expenses
    958,913       346,834       1,157,285       1,178,933       10,855,262  
                                         
OPERATING LOSS
    (958,913 )     (346,834 )     (1,157,285 )     (1,178,933 )     (10,855,262 )
                                         
OTHER INCOME (EXPENSE)
                                       
                                         
Gain (loss) on derivative liability
    -       (67,274 )     -       (3,926 )     (998,403 )
Gain on shares issued for services
    -       -       -       -       9,625  
Grant income
    -       -       -       -       81,556  
Interest income
    200       166       397       166       1,183  
Interest expense
    -       -       -       -       (63,995 )
                                         
Total Other Income (Expense)
    200       (67,108 )     397       (3,760 )     (970,034 )
                                         
NET LOSS BEFORE INCOME TAXES
    (958,713 )     (413,942 )     (1,156,889 )     (1,182,693 )     (11,825,297 )
Provision for income taxes
    -       -       -       -       -  
                                         
NET LOSS
  $ (958,713 )   $ (413,942 )   $ (1,156,889 )   $ (1,182,693 )   $ (11,825,297 )
                                         
DEEMED DIVIDEND ON WARRANTS
    -       -       -       -       (2,445,621 )
                                         
NET LOSS ATTRIBUTABLE TO
                                       
COMMON STOCKHOLDERS
  $ (958,713 )   $ (413,942 )   $ (1,156,889 )   $ (1,182,693 )   $ (14,270,918 )
                                         
BASIC AND DILUTED LOSS PER SHARE
  $ (0.07 )   $ (0.03 )   $ (0.09 )   $ (0.09 )        
                                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    12,877,500       12,858,599       12,877,500       12,848,108          

The accompanying notes are an integral part of these financial statements.
 
 
4

 
 
SIGNPATH PHARMA, INC.
 
(A Development Stage Company)
 
Statements of Cash Flows
 
(unaudited)
 
               
From Inception
 
               
on May 15, 2006
 
   
For the Six Months Ended
   
Through
 
   
June 30,
   
June 30,
 
   
2014
   
2013
   
2014
 
OPERATING ACTIVITIES
                 
                   
Net loss
  $ (1,156,889 )   $ (1,182,693 )   $ (11,825,297 )
                         
Adjustments to reconcile net loss tonet cash used in operating activities:
                       
Common stock issued for services
    51,000       34,000       1,357,875  
Options issued for services
    173,386       609,855       920,185  
Common stock issued with bridge financing
    -       -       1,139,001  
Depreciation expense
    -       144       5,390  
Change in derivative liability, net of bifurcation
    -       3,926       998,403  
Changes in operating assets and liabilities
                       
Accounts payable and accrued expenses
    (40,857 )     (255,736 )     484,272  
                         
Net Cash Used in Operating Activities
    (973,360 )     (790,504 )     (6,920,171 )
                         
INVESTING ACTIVITIES
                       
                         
Purchase of equipment
    -       -       (5,390 )
                         
Net Cash Used in Investing Activities
    -       -       (5,390 )
                         
FINANCING ACTIVITIES
                       
                         
Preferred stock issued for cash
    1,620,000       2,530,000       9,512,001  
Stock offering costs paid
    (247,464 )     (404,151 )     (1,845,742 )
Common stock issued for cash
    -       -       10,000  
Proceeds from related party notes payable
    -       30,000       30,000  
Proceeds from notes payable
    -       -       944,950  
Repayment of related party notes payable
    -       (30,000 )     (30,000 )
Repayment of notes payable
    -       -       (55,075 )
                         
Net Cash Provided by Financing Activities
    1,372,536       2,125,849       8,566,134  
                         
NET INCREASE (DECREASE) IN CASH
    399,176       1,335,345       1,640,573  
CASH AT BEGINNING OF PERIOD
    1,241,397       31,922       -  
                         
CASH AT END OF PERIOD
  $ 1,640,573     $ 1,367,267     $ 1,640,573  
                         
SUPPLEMENTAL DISCLOSURES OF
                       
CASH FLOW INFORMATION:
                       
                         
CASH PAID FOR:
                       
Interest
  $ -     $ -     $ -  
Income taxes
  $ -     $ -     $ -  
                         
NON CASH FINANCING ACTIVITIES:
                       
Preferred stock issued for bridge financing
  $ -     $ -     $ 889,875  
Derivative liability
  $ -     $ (5,691,185 )   $ 4,692,786  
Preferred dividend accrual
  $ 297,195     $ 213,995     $ 1,651,155  
 
The accompanying notes are an integral part of these financial statements.
 
 
5

 
 
SignPath Pharma Inc.
(A Developmental Stage Company)
Period Ended June 30, 2014
(Unaudited)

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2014, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2013 audited financial statements. The results of operations for the period ended June 30, 2014 are not necessarily indicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. During the six months ended June 30, 2014, the Company recognized sales revenue of $-0- and incurred a net loss of $1,156,889. As of June 30, 2014, the Company had an accumulated deficit of $11,825,297. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's planned business. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 
6

 
 
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Derivative Financial Instruments
The Company generally does not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values of its financial instruments. The Company utilizes various types of financing to fund our business needs, including preferred stock with warrants attached and other instruments not indexed to our stock. The Company is required to record its derivative instruments at their fair value. Changes in the fair value of derivatives are recognized in earnings in accordance with ASC 815.

Fair Value of Financial Instruments
In accordance with ASC 820, the carrying value of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to the short-term maturity of these instruments. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, accounts payable and accrued expenses, approximate their fair market value based on the short-term maturity of these instruments. The following table presents assets and liabilities that are measured and recognized at fair value as of June 30, 2014, on a recurring basis:

Description
 
Level 1
   
Level 2
   
Level 3
   
Gains (Losses)
 
                                 
Derivative Liability
 
$
-
   
$
-
   
$
-
   
$
-
 
Total
 
$
-
   
$
-
   
$
-
   
$
-
 

 
7

 
 
The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2013, on a recurring basis:

Description
 
Level 1
   
Level 2
   
Level 3
   
Gains (Losses)
 
                                 
Derivative Liability
 
$
-
   
$
-
   
$
-
   
$
-
 
Total
 
$
-
   
$
-
   
$
-
   
$
-
 

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodology used to measure fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Derivative Liability: Market prices are not available for the Company's warrants nor are market prices of similar warrants available. The Company assessed that the fair value of this liability approximates its carrying value since carrying value has been adjusted to fair value.

The method described above may produce a current fair value calculation that may not be indicative of net realizable value or reflective of future fair values. If a readily determined market value became available or if actual performance were to vary appreciably from assumptions used, assumptions may need to be adjusted, which could result in material differences from the recorded carrying amounts. The Company believes its method of determining fair value is appropriate and consistent with other market participants. However, the use of different methodologies or different assumptions to value certain financial instruments could result in a different estimate of fair value.

The following tables present the fair value of financial instruments as of June 30, 2014, by caption on the condensed balance sheet and by ASC 820 valuation hierarchy described above.

 
Stock Warrant
 
Level 3 Reconciliation:
Derivative
 
         
Level 3 assets and liabilities at December 31, 2013
 
$
-
 
Purchases, sales, issuances and settlements (net)
   
-
 
Total level 3 assets and liabilities at June 30, 2014
 
$
-
 

Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had nor is it expected to have a material impact on the Company’s financial position, or statements.

NOTE 4 – EQUIPMENT

Property and equipment consists of the following as of June 30, 2014 and December 31, 2013, respectively. Depreciation expense was $-0- for the six months ended June 30, 2014 and December 31, 2013, respectively.

 
June 30,
 
December 31,
 
 
2014
 
2013
 
                 
Computer equipment
 
$
5,390
   
$
5,390
 
Accumulated Depreciation
   
(5,390
)
   
(5,390
)
Net Book Value
 
$
-
   
$
-
 
 
 
8

 
 
NOTE 5 – ACCRUED LIABILITIES

Pursuant to the applicable Codification literature, the Company has concluded it is probable that it will pay $85,738 in liquidated damages pursuant to the registration rights clause in certain of the securities sold in fiscal years 2008 and 2009, the Company was required to file a registration statement by January 27, 2009. The Company failed to do so until April 7, 2009, resulting in liquidated damages of 2% per month of the gross proceeds, which approximated $1.8 million as of that date. During the year ended December 31, 2009, the Company’s registration statement covering the securities was declared effective by the SEC. Each holder is entitled to $47.32 per share owned. The Company has resolved to pay the liquidated damages in shares of Common Stock valued at $1.00 per share, pursuant to the terms and provisions of the Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock.

NOTE 6 – NOTE PAYABLE

In January 2013, the Company received $25,000 in cash pursuant to a short-term promissory note with a related party. In March 2013, the Company received $5,000 in cash pursuant to a short-term promissory note with the same related party. The notes did not bear interest. The Company assessed the imputed interest and found the balance to be immaterial. In April 2013, the balance on the notes was repaid in full.

NOTE 7 – DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS

On May 7, 2013, the Company amended its Certificate of Incorporation to eliminate anti-dilution price protection from its Series A Preferred Stock and associated derivative liability. For the six-months ended June 30, 2014 and 2013, the Company incurred a change in fair value of derivative of $0 and $3,926, respectively. The Company incurred $998,403 of changes in derivative liability from inception on May 15, 2006 through June 30, 2014.

NOTE 8 – PREFERRED STOCK

Series A Convertible Preferred Stock
The Series A Convertible Preferred Stock (“Preferred Stock”) has been authorized by resolutions adopted by the Company’s Board of Directors and set forth in a Certificate of Designation, Preferences and Rights (“Certificate of Designation”), filed with the Secretary of State of Delaware on November 26, 2008, as last amended on July 17, 2013, which contains the designations, rights, powers, preferences, qualifications and limitations of the Series A Preferred Stock. The shares of Preferred Stock are fully paid and non-assessable. As of June 30, 2014, the Company has issued 3,255 shares of Series A Preferred Stock convertible into an aggregate of approximately 3,831,576 shares of common stock.

Rank
The Preferred Stock ranks(i) senior to the common stock and any other class or series of the Company’s capital stock either specifically ranking by its terms junior to the Preferred Stock or not specifically ranking by its terms senior to or on parity with the Preferred Stock, (ii) on parity with any class or series of the Company’s capital stock specifically ranking by its terms on parity with the Preferred Stock, and (iii) junior to any class or series of capital stock specifically ranking by its terms senior to the Preferred Stock, in each case, as to payment of dividends or as to distributions of assets upon liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary. The approval of the holders of a majority of the Preferred Stock is required in order for the Company to issue any capital stock with rights on parity with or senior to the Preferred Stock.

 
9

 
 
Dividends
The holders of the Preferred Stock are entitled to receive annual cumulative per share dividends of 6.5% of the liquidation preference of the Preferred Stock, out of funds legally available, prior to any payment of dividends on the Company’s common stock or any other class of stock ranking junior to the Preferred Stock. Such dividends are payable in cash or shares of common stock, at the option of the Company, semiannually on the last business day of February and August of each year (each a “Dividend Payment Date”), commencing in February 2009 with respect to the period from issuance through such date. As of June 30, 2014, an aggregate of 1,206,358 shares of common stock are issuable for accrued dividends.  The holders of the Preferred Stock are entitled to share ratably with the holders of the common stock in any dividend declared on the common stock.

Dividends on the Preferred Stock will accrue whether or not the Company has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are declared. Dividends accumulate to the extent they are not paid on the Dividend Payment Date to which they relate. Dividends that are due in cash and which are not paid within (5) business days of the Dividend Payment date shall bear interest until paid at the default rate. According to Delaware law, the Company may declare and pay dividends or make other distributions on its capital stock only out of legally-available funds. In addition, no dividends or distributions may be declared, paid or made if the Company is or would be rendered insolvent by virtue of such dividend or distribution. The Company may not (i) pay any dividends in respect of any shares of capital stock ranking junior to the Preferred Stock (including the common stock), other than dividends payable in the form of additional shares of the same junior stock as that on which such dividend is declared, or (ii) redeem any shares of capital stock ranking junior to the Preferred Stock (including the common stock), unless and until all accumulated and unpaid dividends on the Preferred Stock have been, or contemporaneously are, declared and paid in full.

Conversion
At the election of the holder thereof, each share of Preferred Stock will be convertible into common stock, at any time after issuance, at the Conversion Rate, as it may be adjusted from time to time in accordance with the Certificate of Designation. The Conversion Rate initially will be 1,177 shares of common stock ($.85 per share) for each Share of Preferred Stock. If the Company issues or sells any shares of its common stock (or options, warrants or convertible securities, convertible or exchangeable into shares of common stock) hereinafter, a “Subsequent common stock Issuance”), then the Conversion Rate will be adjusted so that the number of shares of common stock issuable upon conversion of each share of preferred stock shall be equal to the quotient obtained by dividing $1,000 by the price per share of common stock (or the conversion price per share in the case of a sale of options, warrants or convertible securities) sold in such Subsequent common stock Issuance.

The Conversion Price is also subject to adjustment from time to time in the event of (i) the issuance of common stock as a dividend or distribution on any class of the Company’s capital stock; or (ii) the combination, subdivision or reclassification of the common stock. No fractional shares will be issued upon conversion. Payment of accumulated and unpaid dividends will be made upon conversion to the extent of legally-available funds. The shares of Preferred Stock may also be converted into common stock at the Conversion Rate at the Company’s option following the effectiveness of a Registration Statement, if the Company’s common stock trades above 200% of the Conversion Rate per share for a period of 20 consecutive trading days.

 
10

 
 
Voting Rights
The affirmative vote of the holders of at least two-thirds of the outstanding shares of Preferred Stock, voting as a class, shall be required to authorize, effect or validate (i) any change in the rights, privileges or preferences of the Preferred Stock that would adversely affect the Preferred Stock, or (ii) the authorization, creation, issuance or increase in the authorized or issued amount of any class or series of stock ranking on parity with or superior to the Preferred Stock with respect to the declaration and payment of dividends or distribution of assets upon liquidation, dissolution or winding-up of our Company. In addition, the holders of Preferred Stock shall have the right to vote, together with holders of common stock as single class, on all matters upon which the holders of common stock are entitled to vote pursuant to applicable Delaware law or the Company’s Certificate of Incorporation. The Preferred Stock shall vote on an “as converted basis” with each holder of Preferred Stock having one vote for each Conversion Share underlying such holder’s shares of Preferred Stock.

Liquidation
In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, before any payment or distribution of the assets of the Company (whether capital or surplus), or the proceeds thereof, may be made or set apart for the holders common stock or any stock ranking junior to Preferred Stock, the holders of Preferred Stock will be entitled to receive, out of the assets of the Company available for distribution to stockholders, a liquidating distribution of $1,000 per share, plus any accrued and unpaid dividends, subject to adjustment upon the occurrence of certain events. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the assets of the Company are insufficient to make the full payment of $1,000 per share, plus all accrued and unpaid dividends on the Preferred Stock and similar payments on any other class of stock ranking on a parity with the Preferred Stock upon liquidation, then the holders of Preferred Stock and such other shares will share ratably in any such distribution of the Company’s assets in proportion to the full respective distributable amounts to which they are entitled. Certain events, including a consolidation or merger of the Company with or into another corporation or sale or conveyance of all or substantially all the property and assets of the Company will be deemed to be a liquidation, dissolution or winding-up of the Company for purposes of the foregoing.

Series B Convertible Preferred Stock
The Series B Convertible Preferred Stock (“Series B Preferred Stock”) has been authorized by resolutions adopted by the Company’s Board of Directors and set forth in a Certificate of Designation, Preferences and Rights (“Certificate of Designation”), filed with the Secretary of State of Delaware on September 2, 2011, which contains the designations, rights, powers, preferences, qualifications and limitations of the Series B Preferred Stock. The shares of Series B Preferred Stock are fully paid and non-assessable. As of June 30, 2014, the Company had issued 2,146 shares of Series B Preferred Stock convertible into an aggregate of 2,525,842 shares of common stock.

Rank
The Series B Preferred Stock ranks(i) senior to the common stock and any other class or series of the Company’s capital stock either specifically ranking by its terms junior to the Series B Preferred Stock or not specifically ranking by its terms senior to or on parity with the Series B Preferred Stock, (ii) on parity with any class or series of the Company’s capital stock specifically ranking by its terms on parity with the Series B Preferred Stock, and (iii) junior to Series A Preferred Stock, in each case, as to distributions of assets upon liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary.

 
11

 
 
Dividends
The holders of the Series B Preferred Stock are entitled to receive annual cumulative per share dividends of 6.5% of the liquidation preference of the Series B Preferred Stock, out of funds legally available, prior to any payment of dividends on the Company’s common stock or any other class of stock ranking junior to the Series B Preferred Stock. Such dividends are payable in cash or shares of common stock, at the option of the Company. The holders of the Series B Preferred Stock are entitled to share ratably with the holders of the common stock in any dividend declared on the common stock.

Dividends on the Series B Preferred Stock will accrue whether or not the Company has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are declared. Dividends accumulate to the extent they are not paid on the Dividend Payment Date to which they relate. According to Delaware law, the Company may declare and pay dividends or make other distributions on its capital stock only out of legally-available funds. In addition, no dividends or distributions may be declared, paid or made if the Company is or would be rendered insolvent by virtue of such dividend or distribution. The Company may not (i) pay any dividends in respect of any shares of capital stock ranking junior to the Series B Preferred Stock (including the common stock), other than dividends payable in the form of additional shares of the same junior stock as that on which such dividend is declared, or (ii) redeem any shares of capital stock ranking junior to the Series B Preferred Stock (including the common stock), unless and until all accumulated and unpaid dividends on the Series B Preferred Stock have been, or contemporaneously are, declared and paid in full.

Conversion
At the election of the holder thereof, each share of Series B Preferred Stock will be convertible into common stock, at any time after issuance, at the Conversion Rate, as it may be adjusted from time to time in accordance with the Certificate of Designation. The Conversion Rate initially will be 1,177 shares of common stock ($.85 per share) for each Share of Series B Preferred Stock.

The Conversion Price is subject to adjustment from time to time in the event of (i) the issuance of common stock as a dividend or distribution on any class of the Company’s capital stock; or (ii) the combination, subdivision or reclassification of the common stock. No fractional shares will be issued upon conversion. Payment of accumulated and unpaid dividends will be made upon conversion to the extent of legally-available funds. The shares of Preferred Stock may also be converted into common stock at the Conversion Rate at the Company’s option following the effectiveness of a Registration Statement, if the Company’s common stock trades above 200% of the Conversion Rate per share for a period of 20 consecutive trading days.

Voting Rights
The affirmative vote of the holders of at least a majority of the outstanding shares of Preferred Stock, voting as a class, shall be required to authorize, effect or validate (i) any change in the rights, privileges or preferences of the Series B Preferred Stock that would adversely affect the Series B Preferred Stock, or (ii) the authorization, creation, issuance or increase in the authorized or issued amount of any class or series of stock ranking on parity with or superior to the Series B Preferred Stock with respect to the declaration and payment of dividends or distribution of assets upon liquidation, dissolution or winding-up of our Company. In addition, the holders of Preferred Stock shall have the right to vote, together with holders of common stock as single class, on all matters upon which the holders of common stock are entitled to vote pursuant to applicable Delaware law or the Company’s Certificate of Incorporation. The Series B Preferred Stock shall vote on an “as converted basis” with each holder of Preferred Stock having one vote for each Conversion Share underlying such holder’s shares of Preferred Stock.

 
12

 
 
Liquidation
In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, before any payment or distribution of the assets of the Company (whether capital or surplus), or the proceeds thereof, may be made or set apart for the holders common stock or any stock ranking junior to Preferred Stock, after payment to the holders of Series A Preferred Stock the holders of Preferred Stock will be entitled to receive, out of the assets of the Company available for distribution to stockholders, a liquidating distribution of $1,000 per share, plus any accrued and unpaid dividends, subject to adjustment upon the occurrence of certain events. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the assets of the Company are insufficient to make the full payment of $1,000 per share, plus all accrued and unpaid dividends on the Preferred Stock and similar payments on any other class of stock ranking on a parity with the Preferred Stock upon liquidation, then the holders of Preferred Stock and such other shares will share ratably in any such distribution of the Company’s assets in proportion to the full respective distributable amounts to which they are entitled. Certain events, including a consolidation or merger of the Company with or into another corporation or sale or conveyance of all or substantially all the property and assets of the Company will be deemed to be a liquidation, dissolution or winding-up of the Company for purposes of the foregoing.

Series C Convertible Preferred Stock
The Series C Convertible Preferred Stock (“Series C Preferred Stock”) has been authorized by resolutions adopted by the Company’s Board of Directors and set forth in a Certificate of Designation, Preferences and Rights (“Certificate of Designation”), filed with the Secretary of State of Delaware on March 12, 2013, which contains the designations, rights, powers, preferences, qualifications and limitations of the Series C Preferred Stock. The shares of Series C Preferred Stock are fully paid and non-assessable. As of June 30, 2014, the Company had issued 5000 shares of Series C Preferred Stock convertible into an aggregate of 4,000,000 shares of common stock.

Rank
The Series C Preferred Stock ranks(i) senior to the common stock and any other class or series of the Company’s capital stock either specifically ranking by its terms junior to the Series C Preferred Stock or not specifically ranking by its terms senior to or on parity with the Series C Preferred Stock, (ii) on parity with the Series B Preferred Stock and any class or series of the Company’s capital stock specifically ranking by its terms on parity with the Series C Preferred Stock, and (iii) junior to Series A Preferred Stock, in each case, as to distributions of assets upon liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary.

Dividends
The holders of the Series C Preferred Stock are entitled to receive annual cumulative per share dividends of 6.5% of the liquidation preference of the Series C Preferred Stock, out of funds legally available, prior to any payment of dividends on the Company’s common stock or any other class of stock ranking junior to the Series C Preferred Stock. Such dividends are payable in cash or shares of common stock, at the option of the Company. The holders of the Series C Preferred Stock are entitled to share ratably with the holders of the common stock in any dividend declared on the common stock.

 
13

 
 
Dividends on the Series C Preferred Stock will accrue whether or not the Company has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are declared. Dividends accumulate to the extent they are not paid on the Dividend Payment Date to which they relate. According to Delaware law, the Company may declare and pay dividends or make other distributions on its capital stock only out of legally-available funds. In addition, no dividends or distributions may be declared, paid or made if the Company is or would be rendered insolvent by virtue of such dividend or distribution. The Company may not (i) pay any dividends in respect of any shares of capital stock ranking junior to the Series C Preferred Stock (including the common stock), other than dividends payable in the form of additional shares of the same junior stock as that on which such dividend is declared, or (ii) redeem any shares of capital stock ranking junior to the Series C Preferred Stock (including the common stock), unless and until all accumulated and unpaid dividends on the Series C Preferred Stock have been, or contemporaneously are, declared and paid in full.

Conversion
At the election of the holder thereof, each share of Series C Preferred Stock will be convertible into common stock, at any time after issuance, at the Conversion Rate, as it may be adjusted from time to time in accordance with the Certificate of Designation. The Conversion Rate initially will be 800 shares of common stock ($1.25 per share) for each Share of Series C Preferred Stock.

The Conversion Price is subject to adjustment from time to time in the event of (i) the issuance of common stock as a dividend or distribution on any class of the Company’s capital stock; or (ii) the combination, subdivision or reclassification of the common stock. No fractional shares will be issued upon conversion. Payment of accumulated and unpaid dividends will be made upon conversion to the extent of legally-available funds. The shares of Preferred Stock may also be converted into common stock at the Conversion Rate at the Company’s option following the effectiveness of a Registration Statement, if the Company’s common stock trades above 300% of the Conversion Rate per share for a period of 20 consecutive trading days.

Voting Rights
The affirmative vote of the holders of at least a majority of the outstanding shares of Preferred Stock, voting as a class, shall be required to authorize, effect or validate (i) any change in the rights, privileges or preferences of the Series C Preferred Stock that would adversely affect the Series C Preferred Stock, or (ii) the authorization, creation, issuance or increase in the authorized or issued amount of any class or series of stock ranking on parity with or superior to the Series C Preferred Stock with respect to the declaration and payment of dividends or distribution of assets upon liquidation, dissolution or winding-up of our Company. In addition, the holders of Preferred Stock shall have the right to vote, together with holders of common stock as single class, on all matters upon which the holders of common stock are entitled to vote pursuant to applicable Delaware law or the Company’s Certificate of Incorporation. The Series C Preferred Stock shall vote on an “as converted basis” with each holder of Preferred Stock having one vote for each Conversion Share underlying such holder’s shares of Preferred Stock.

Liquidation
In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, before any payment or distribution of the assets of the Company (whether capital or surplus), or the proceeds thereof, may be made or set apart for the holders common stock or any stock ranking junior to Preferred Stock, after payment to the holders of Series A Preferred Stock the holders of Preferred Stock will be entitled to receive, out of the assets of the Company available for distribution to stockholders, a liquidating distribution of $1,000 per share, plus any accrued and unpaid dividends, subject to adjustment upon the occurrence of certain events. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the assets of the Company are insufficient to make the full payment of $1,000 per share, plus all accrued and unpaid dividends on the Preferred Stock and similar payments on any other class of stock ranking on a parity with the Preferred Stock upon liquidation, then the holders of Preferred Stock and such other shares will share ratably in any such distribution of the Company’s assets in proportion to the full respective distributable amounts to which they are entitled. Certain events, including a consolidation or merger of the Company with or into another corporation or sale or conveyance of all or substantially all the property and assets of the Company will be deemed to be a liquidation, dissolution or winding-up of the Company for purposes of the foregoing.

 
14

 
 
During the six months ended June 30, 2014, the Company issued 1,621 shares of its par value $0.10 Series C Convertible Preferred Stock for cash at $1,000 per share.
 
During the year ended December 31, 2013, the Company issued 3,380 shares of its par value, $0.10 Series C Convertible Preferred Stock for cash at $1,000 per share.

During the year ended December 31, 2012, the Company issued 1,116 shares of its par value $0.10 convertible Series B preferred stock for cash at $1,000 per share.

During the year ended December 31, 2011, the Company issued 419 shares of its par value $0.10 Series A Convertible Preferred Stock and 1,030 shares of its par value $0.10 Series B Convertible Preferred Stock, for a total of 1,449 shares of Preferred Stock, for cash at $1,000 per share.

During the year ended December 31, 2010, the Company issued 575 shares of its par value $0.10 Series A Convertible Preferred Stock for cash at $1,000 per share.

During the year ended December 31, 2009, the Company issued 810 shares of its par value $0.10 Series A Convertible Preferred Stock at $1,000 per share.

On November 25, 2008, the Company issued 562 shares of its par value $0.10 Series A Convertible Preferred Stock for cash at $1,000 per share.

On November 25, 2008, the Company issued 890 shares of its par value $0.10 Series A Convertible Preferred Stock to extinguish bridge debt financing totaling $889,875.

Between January 24 and April 15, 2008, the Company issued 1,082,500 common shares of the Company at $0.85 per common share in accordance with the Bridge Note agreements.

As of June 30, 2014 and December 31, 2013, the Company has accrued $1,651,156 and $1,353,961 and has not paid any dividends, respectively.

NOTE 9 – COMMON STOCK

During period ended June 30, 2014, the Company issued 40,000 shares of common stock to the Chairman of the Audit Committee for services for a value of $34,000. The Chairman of the Audit Committee received 30,000, 40,000 and 40,000 restricted shares of Common Stock on December 28, 2010, December 22, 2011 and February 20, 2013, in consideration of consulting and accounting services as chairman of the Company’s Audit Committee.  The 40,000 issued during the period was valued at the stock price of $0.85.  During the same period, the Company recorded a stock payable of $17,00 for services and will be issued to him after full  year of service. He will be reimbursed for reasonable expenses incurred, however will not receive any other cash compensation.

 
15

 
 
During the year ended December 31, 2012, the Company issued 7,500 shares of common stock to a consultant of the Company in exchange for services valuing $16,000. The shares were valued based on the last sale price of $0.85 per share. The difference of $9,625 was recognized as a gain.

During the year ended December 31, 2011, the Company issued 640,000 shares of common stock to officers and consultants in exchange for services provided. The shares were valued based on the price of $0.85 per share and the Company recognized $151,000 in salaries and wages, $289,000 in consulting expense, and extinguished $104,000 in accrued officer salary.

On September 16, 2010 the Company issued 400,000 shares of common stock to officers and consultants of the Company in exchange for services provided. The shares were valued based on the price of $0.85 per share and the Company recognized $340,000 in consulting expense.

On December 28, 2010 the Company issued 450,000 shares of common stock to officers and consultants of the Company in exchange for services provided. The shares were valued based on the price of $0.85 per share and the Company recognized $382,500 in consulting expense.

NOTE 10 – WARRANTS

A summary of the status of the Company's warrants as of June 30, 2014, and changes from inception through June 30, 2014 are presented below:

Date of
 
Warrant
   
Exercise
   
Value if
 
Issuance
 
Shares
   
Price
   
Exercised
 
                         
11/25/08
    1,259,639       1.27     $ 1,599,742  
11/25/08
    530,314       0.85       450,767  
11/26/08
    449,220       1.27       570,509  
Outstanding at 12/31/2008
    2,239,173       1.17       2,621,018  
03/05/09
    347,215       1.27       440,963  
03/05/09
    104,165       0.85       88,540  
04/01/09
    17,655       1.27       22,422  
04/01/09
    5,296       0.85       4,502  
06/17/09
    235,400       1.27       298,958  
06/17/09
    70,620       0.85       60,027  
07/23/09
    58,850       1.27       74,740  
07/23/09
    17,655       0.85       15,007  
08/20/09
    58,850       1.27       74,740  
09/09/09
    235,400       1.27       298,958  
09/09/09
    70,620       0.85       60,027  
Outstanding at 12/31/2009
    3,460,899       1.17       4,059,902  
 
 
16

 
 
02/11/10
    29,425       1.27       37,370  
02/11/10
    17,655       0.85       15,007  
05/21/10
    8,828       1.27       11,211  
05/21/10
    17,655       0.85       15,007  
08/10/10
    88,275       1.27       112,109  
08/10/10
    26,483       0.85       22,510  
09/15/10
    264,825       1.27       336,328  
09/15/10
    26,483       0.85       22,510  
09/24/10
    52,965       0.85       45,020  
10/27/10
    147,125       1.27       186,849  
10/27/10
    44,138       0.85       37,517  
11/19/10
    117,700       1.27       149,479  
11/24/10
    35,310       0.85       30,014  
Outstanding at 12/31/2010
    4,337,764       1.17       5,080,832  
01/26/11
    117,700       1.27       149,479  
01/26/11
    60,027       1.27       76,234  
01/26/11
    106,636       0.85       90,641  
03/15/11
    58,850       1.27       74,740  
03/15/11
    17,655       0.85       15,007  
04/06/11
    35,310       0.85       30,014  
04/06/11
    117,700       1.27       149,479  
06/08/11
    26,500       0.85       22,525  
06/08/11
    85,333       1.27       108,373  
06/20/11
    8,828       0.85       7,503  
06/20/11
    29,425       1.27       37,370  
07/26/11
    23,540       1.27       29,896  
07/26/11
    7,062       0.85       6,003  
08/22/11
    29,424       1.27       37,368  
08/22/11
    8,828       0.85       7,503  
08/30/11
    52,965       0.85       45,020  
09/02/11
    176,550       1.27       224,219  
09/09/11
    58,850       1.27       74,740  
09/09/11
    17,655       0.85       15,007  
09/22/11
    441,375       1.27       560,546  
09/22/11
    264,825       0.85       225,101  
11/02/11
    70,620       0.85       60,027  
11/02/11
    235,400       1.27       298,958  
11/23/11
    17,655       0.85       15,007  
11/23/11
    58,850       1.27       74,740  
12/27/11
    63,558       0.85       54,024  
12/27/11
    211,860       1.27       269,062  
Outstanding at 12/31/11
    6,740,744       1.16       7,839,416  
01/31/12
    117,700       1.27       149,479  
 
 
17

 
 
01/31/12
    35,310       0.85       30,014  
02/02/12
    76,505       1.27       97,161  
02/02/12
    22,951       0.85       19,508  
02/10/12
    58,850       1.27       74,740  
02/10/12
    17,655       0.85       15,007  
04/10/12
    20,833       0.85       17,708  
04/10/12
    69,443       1.27       88,193  
05/11/12
    17,655       0.85       15,007  
05/11/12
    58,850       1.27       74,740  
06/04/12
    17,655       0.85       15,007  
06/04/12
    58,850       1.27       74,740  
06/19/12
    17,655       0.85       15,007  
06/19/12
    58,850       1.27       74,740  
07/24/12
    44,138       1.27       56,055  
07/24/12
    58,850       1.27       74,740  
07/24/12
    30,896       0.85       26,262  
07/30/12
    235,400       1.27       298,958  
07/30/12
    70,620       0.85       60,027  
08/28/12
    258,352       1.27       328,107  
08/28/12
    77,506       0.85       65,880  
10/18/12
    158,895       1.27       201,797  
10/18/12
    47,669       0.85       40,518  
11/26/12
    58,850       1.27       74,740  
11/27/12
    17,655       0.85       15,007  
Outstanding at 12/31/12
    8,448,336       1.17       9,842,553  
02/28/13
    400,000       0.85       340,000  
03/01/13
    (1,625,192 )     0.85       (1,381,413 )
03/01/13
    1,625,192       0.85       1,381,413  
03/13/13
    800,000       1.88       1,500,000  
03/13/13
    480,000       0.85       408,000  
06/19/13
    127,200       0.85       108,120  
06/19/13
    212,000       1.88       397,500  
07/24/13
    60,000       1.88       112,500  
07/24/13
    100,000       1.88       187,500  
07/24/13
    96,000       1.25       120,000  
08/29/13
    80,000       1.88       150,000  
08/29/13
    48,000       1.25       60,000  
08/29/13
    (48,000 )     1.25       (60,000 )
10/24/13
    61,764       0.85       52,499  
10/24/13
    10,588       0.85       9,000  
 
 
18

 
 
10/24/13
    1,552,840       0.85       1,319,914  
10/24/13
    (1,552,840 )     0.85       (1,319,914 )
10/24/13
    10,000       1.25       12,500  
10/24/13
    38,000       1.25       47,500  
11/08/13
    100,000       1.88       187,500  
11/08/13
    60,000       1.25       75,000  
12/18/13
    78,000       1.25       97,500  
12/18/13
    78,000       1.25       97,500  
12/18/13
    15,000       0.85       12,750  
12/18/13
    1,537,840       0.85       1,307,164  
Outstanding at 12/31/13
    12,792,728       1.18       15,065,087  
03/21/14
    20,200       1.85       37,370  
03/21/14
    50,000       1.85       92,500  
03/21/14
    40,000       1.85       74,000  
03/21/14
    40,000       1.85       74,000  
03/21/14
    90,120       1.25       112,650  
05/05/14
    4,000       1.88       7,520  
05/05/14
    236,000       1.88       443,680  
05/05/14
    144,000       1.25       180,000  
05/28/14
    1,484,851       1.25       1,856,064  
05/28/14
    (1,537,840 )     1.25       (1,922,300 )
06/18/14
    190,000       1.88       357,200  
06/18/14
    16,000       1.88       30,080  
06/18/14
    47,800       1.88       89,864  
06/18/14
    4,000       1.88       7,520  
06/18/14
    154,680       1.25       193,350  
Outstanding at 6/30/14
    13,776,539       1.43     $ 19,673,118  

 
19

 
 
As of December 1, 2013, the Company’s Board of Directors extended the terms of all outstanding warrants, some of which were set to expire in 2014 or 2015, such that none of the warrants expire before the fifth anniversary of the date on which the Company’s common stock begins trading on a national securities exchange, the OTC Bulletin Board for OTC Pink.  The Company valued these warrants using the Black-Scholes option pricing model under the following assumptions:  $0.85 and $1.27 stock price, $0.85 and $1.27 exercise price, the Warrants expire before the 5th anniversary of the date on which the Common Stock begins public trading on a national securities exchange, 107.73% volatility, .10% to 143% risk free rate.
 
During the period ended December 31, 2013, the Company extended the exercise period of 3,226,032 Class A warrants with an exercise price of $0.85 to expire on the fifth anniversary of the next registration statement to be filed.  The Company valued these warrants using the Black-Scholes option pricing model under the following assumptions: $0.85 stock price, $0.85 exercise price, 5 to 7 years to maturity, 107% to 112% volatility, .96% to 2.26% risk free rate.  As a result of the modification, the Company recognized a loss on equity modification of $156,477.
 
The warrants were issued in connection with the Preferred Stock Offerings and were valued using the Lattice model. During the period ended June 30, 2014, the Company voided and replaced a holder’s 1,484,851 placement agent warrants with an exercise prices of $0.85 and expire on the fifth anniversary date of the registration statement concerning the underlying common stock. The replacement warrants hold a value equal to the warrants that were voided.

On February 20, 2013 the Company issued 400,000 warrants to its vendor for curcumin. The warrants have an exercise price of $0.85 per share and have a life of five years from the effective date of a registration statement.

During the period ended December 31, 2013, the Company issued 1,087,552 warrants as stock offering costs to the Company’s placement agent. The warrants were not deemed to be derivative instruments because they do not have a reset feature, and therefore no liability was booked related to the warrants.

The Company will issue cash or warrants as stock offering costs.  The Company recognizes the cost upon completion of the share purchase.  Warrants are valued and recorded using the lattice model.  Total stock issuance costs for June 30, 2014 and 2013 were $247,464 and $404,151, respectively.

During the six months ended June 30, 2014, the Company issued 388,800 warrants as stock offering costs to the Company’s placement agent. The warrants were not deemed to be derivative instruments because they do not have a reset feature, and therefore no liability was booked related to the warrants.

The holders of the Series C  Preferred Stock are entitled to receive annual cumulative per share dividends of 6.5% and a  liquidation preference , out of funds legally available, prior to any payment of dividends on the Company’s common stock or any other class of stock ranking junior to the Series C Preferred Stock but junior to the Series A Preferred Stock. Such dividends are payable in cash or shares of common stock, at the option of the Company. The holders of the Series C Preferred Stock are entitled to share ratably with the holders of the common stock in any dividend declared on the common stock.

 
20

 
 
Dividends on the Series C  Preferred Stock will accrue whether or not the Company has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are declared. Dividends accumulate to the extent they are not paid on the Dividend Payment Date to which they relate. According to Delaware law, the Company may declare and pay dividends or make other  distributions on its capital stock only out of legally-available funds. In addition, no dividends or distributions may be declared, paid or made if the Company is or would be rendered insolvent by virtue of such dividend or distribution. The Company may not (i) pay any dividends in respect of any shares of capital stock ranking junior to the Series C Preferred Stock (including the common stock), other than dividends payable in the form of additional shares of the same junior stock as that on which such dividend is declared, or (ii) redeem any shares of capital stock ranking junior to the Series B Preferred Stock (including the common stock), unless and until all accumulated and unpaid dividends on the Series C Preferred Stock have been, or contemporaneously are, declared and paid in full.

The Company’s balance, for dividends payable, as of June 30, 2014 and December 31, 2013 is, $1,651,157 and $1,353,961, respectively.

NOTE 11 – STOCK OPTIONS

The Company’s 2009 Employee Stock Incentive Plan (the “2009 Plan”) was adapted by the Company’s Board of Directors on February 9, 2009 in order to motivate participants by means of stock options and restricted stock to achieve the Company’s long-term performance goals and enable our employees, officers, directors and consultants to participate in our long term growth and financial success. The 2009 Plan, which is administered by our Board of Directors, currently authorizes the issuance of a maximum of 1,047,000 (as of January 1, 2014) shares of our common stock, which may be authorized and unissued shares or treasury shares. On February 13, 2013, the Board of Directors authorized an amendment to the 2009 Plan to increase the number of authorized options and shares to 1,000,000 plus on a yearly basis by 10% of the amount of shares issued during the prior year.  Employee options shall be deemed Incentive Stock Options (as defined in the 2009 Option Plan) to the maximum extent permitted by Section 422 of the Internal Revenue Code including a five-year limit on exercise for 10% or greater stockholders with any excess grant to the above individuals over the limits set by Section 422 being Non-Qualified Stock Options as defined in the 2009 Option Plan. Both the Incentive Stock Options or any Non-Qualified Stock Options must be granted at an exercise price of not less than the fair market value of shares of common stock at the time the option is granted and Incentive Stock Options granted to 10% or greater stockholders must be granted at an exercise price of not less than 110% of the fair market value of the shares on the date of grant.

If any award under the 2009 Plan terminates, expires unexercised, or is cancelled, the shares of common stock that would otherwise have been issuable pursuant thereto will be available for issuance pursuant to the grant of new awards. The 2009 Plan will terminate on February 9, 2019. As of June 30, 2014, an aggregate of 830,000 options had been granted under the plan, as follows:

On July 12, 2010 the Company issued 100,000 options to a member of its board of directors under the 2009 plan. The options have an exercise price of $0.85 per share and have a life of ten years. The options vest as follows: one third on the date of grant, one third on each of the second and third anniversary dates from the date of grant. The Company valued these options using the Black-Scholes option pricing model totaling $84,300 under the following assumptions: $0.85 stock price, $0.85 stock price, 10 years to maturity, 400% volatility, 2.02% risk free rate. As of December 31, 2013, these options were fully vested and expensed.

On February 20, 2013 the Company issued 60,000 options to a member of its board of directors under the 2009 plan. for compensation during 2013. The options have an exercise price of $1.25 per share and have a life of five years. The options vest as follows: one fourth on the date of grant, one fourth on every quarter from grant date. The Company valued these options using the Black-Scholes option pricing model totaling $51,000 under the following assumptions: $0.85 stock price, $1.25 exercise price, 5 years to maturity, 649% volatility, .35% risk free rate. As of December 31, 2013, these options were fully vested and expensed.

On February 20, 2013 the Company issued 60,000 options to a member of its board of directors under the 2009 plan for compensation during 2012.  The options have an exercise price of $0.85 per share and have a life of five years. The options vest as follows: one fourth on the date of grant, one fourth on every quarter from grant date. The Company valued these options using the Black-Scholes option pricing model totaling $51,000 under the following assumptions: $0.85 stock price, $1.25 exercise price, 5 years to maturity, 649% volatility, .35% risk free rate. As of December 31, 2013, these options were fully vested and expensed.

 
21

 
 
On February 20, 2013 the Company issued 60,000 options to a member of its board of directors under the 2009 plan for compensation during 2013. The options have an exercise price of $1.25 per share and have a life of five years. The options vest as follows: one fourth on the date of grant, one fourth on every quarter from grant date. The Company valued these options using the Black-Scholes option pricing model totaling $51,000 under the following assumptions: $0.85 stock price, $1.25 exercise price, 5 years to maturity, 649% volatility, .35% risk free rate. As of December 31, 2013, these options were fully vested and expensed.

On February 20, 2013 the Company issued 60,000 options to a member of its board of directors under the 2009 plan for compensation during 2012. The options have an exercise price of $0.85 per share and have a life of five years. The options vest as follows: one fourth on the date of grant, one fourth on every quarter from grant date. The Company valued these options using the Black-Scholes option pricing model totaling $51,000 under the following assumptions: $0.85 stock price, $1.25 exercise price, 5 years to maturity, 649% volatility, .35% risk free rate. As of December 31, 2013, these options were fully vested and expensed.

On February 20, 2013 the Company issued 82,400 options to its CEO and a member of its board of directors under the 2009 plan. The options have an exercise price of $0.85 per share and have a life of five years. The options vest as follows: one fourth on the date of grant, one fourth on every quarter from grant date. The Company valued these options using the Black-Scholes option pricing model under the following assumptions: $0.85 stock price, $0.85 exercise price, 5 years to maturity, 626% volatility, .35% risk free rate.

On February 20, 2013 the Company issued 117,600 options to its CEO and a member of its board of directors under the 2009 plan. The options have an exercise price of $0.85 per share and have a life of five years. The options vest as follows: one fourth on the date of grant, one fourth on every quarter from grant date. The Company valued these options using the Black-Scholes option pricing model totaling $70,040 under the following assumptions: $0.85 stock price, $0.85 exercise price, 5 years to maturity, 626% volatility, .35% risk free rate. As of December 31, 2013, these options were fully vested and expensed.

On February 20, 2013 the Company issued 30,000 options to its law firm under the 2009 Plan. The options have an exercise price of $0.85 per share and have a life of five years. The options vest as follows: one fourth on the date of grant, one fourth on every quarter from grant date. The Company valued these options using the Black-Scholes option pricing model totaling $25,500 under the following assumptions: $0.85 stock price, $0.85 exercise price, 5 years to maturity, 885% volatility, .88% risk free rate As of December 31, 2013, these options were fully vested and expensed.

On May 1, 2014, the Company issued 30,000 options to a member of its board of directors under the 2009 plan for compensation during 2014. The options have an exercise price of $1.25 per share and have a life of 2.69 years. The options vest as follows: one fourth on the date of grant, one fourth on every quarter from grant date. The Company valued these options using the Black-Scholes option pricing model totaling $21,613 under the following assumptions: $0.85 stock price, $1.25 exercise price, 5 years to maturity, 305% volatility, .64% risk free rate.  As of June 30, 2014, $5,403 were expensed.

On May 1, 2014, the Company issued 30,000 options to a member of its board of directors under the 2009 plan for compensation during 2014. The options have an exercise price of $1.25 per share and have a life of 2.69 years. The options vest as follows: one fourth on the date of grant, one fourth on every quarter from grant date. The Company valued these options using the Black-Scholes option pricing model totaling $21,613 under the following assumptions: $0.85 stock price, $1.25 exercise price, 5 years to maturity, 305% volatility, .64% risk free rate.  As of June 30, 2014, $5,403 was expensed.

On May 1, 2014, the Company issued 200,000 options to its CEO and a member of its board of directors under the 2009 plan. The options have an exercise price of $0.85 per share and have a life of five years. The options vest immediately on grant date. The Company valued these options using the Black-Scholes option pricing model totaling $162,580 under the following assumptions: $0.85 stock price, $1.25 exercise price, 5 years to maturity, 415.87% volatility, 1.66% risk free rate.  As of June 30, 2014 the option issued were fully expensed.

The Company has recorded amortization expense of $173,386 and $609,855 related to these options for the six months ended June 30, 2014 and 2013.

NOTE 12 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and had no material subsequent events.

 
22

 
 
PART I,   ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following discussion should be read in conjunction with the financial statements and notes thereto included in this report. Except for the historical information contained herein, the discussion in this report contains certain forward-looking statements that involve risk and uncertainties, such as statements of the Company’s plans, objectives, expectations and intentions as of the date of this filing. The cautionary statements made in this document should be read as being applicable to all related forward-looking statements wherever they appear in this document. The Company’s actual results could differ materially from those discussed here. Factors that could cause differences include those discussed in the “Risk Factors” section of our Annual Report on Form 10-K, as well as discussed elsewhere herein.

Liquidity and Capital Resources
 
Liquidity and Capital Resources at June 30, 2014, as Compared with December 31, 2013
 
As of June 30, 2014 and December 31, 2013, the Company had $1,640,573 and $1,241,397, respectively, of cash on hand.   The Company’s had positive working capital of $1,242,799 at June 30, 2014 compared to $819,765 as of December 31, 2013, resulting from decreases in accounts payables as a result of net cash used in operations of ($973,360).  SignPath had a deficit accumulated during the development stage of $11,825,297 as of June 30, 2014.
 
During the six months ended June 30, 2014, SignPath sold 1620 Units consisting of its securities at a price of $1,000 per Unit.  The Units sold in 2014 consisted of Series C Convertible Preferred Stock Units.  Each Unit consists of (i) one share of 6.5% Series C Convertible Preferred Stock convertible into 800 shares of common stock (equivalent to $1.25 per share of common stock) following the effective date of its Registration Statement (the “Effective Date”) subject to adjustment, and (ii) Warrants to purchase 400 shares of common stock at $1.875 per share for a five-year period following the Effective Date of a registration statement including the underlying securities.  The Company received gross proceeds of $1,620,000 and incurred stock offering costs of $247,464 related to such offerings during the six months ended June 30, 2014.
 
The Company has no agreements, arrangements or understandings with any officer, director or shareholder as to any future financing, either equity or debt.  The Company expects to continue to incur losses for the foreseeable future and it is possible the Company may never reach profitability.  Therefore, the Company will require additional capital resources and financing to implement its business plan and continue its operations.  The Company’s current burn rate for salaries, research programs and professional fees averages about $60,000 per month.  Thus, it is expected that the Company currently does not have sufficient cash on hand to operate through the next 12 months.  Management believes it has enough funds to complete its pre-clinical trials.  Management believes that it has enough funds to complete its pre-clinical trials.  If the Company receives favorable results, Management believes it will have the ability to raise additional funds to complete INDs.  In view of general economic conditions, there can be no assurance that any additional financing will be available to us, that any affiliate will provide additional investments in the Company or that adequate funds for our operations will otherwise be available when needed or on terms acceptable to us.
 
 
23

 
 
Cash used in operating activities for the six months ended June 30, 2014 was ($973.360) compared to cash used of ($790,504) during the six months ended June 30, 2013.  This resulted from a net loss of $1,156,889 during the six months ended June 30, 2014, offset by common stock and options issued for services of $224,386, by the decrease in accounts payable and accrued expenses of $(40,857).  This compared to a loss of $1,182,693 during the six months ended June 30, 2013, offset by common stock and options issued for services of $643,855, and a decrease in accounts payable and accrued expenses of $(255,736).
The Company had net cash provided by financing activities of $1,372,536 during the six months ended June 30, 2014 as a result of the $1,620,000 received in a Private Placement, reduced by $247,464 of offering costs.  During the six months ended June 30, 2013, the Company had $2,125,849 of net cash provided by financing activities as a result of the $2,530,000 received from a Private Placement of Preferred Stock less the stock offering costs of $404,151.
 
As a result of the foregoing, the Company’s cash increased by $399,176 during the six months ended June 30, 2014.
 
The financial statements included in this report have been prepared in conformity with generally accepted accounting principles that contemplate our continuance as a going concern.  The Company has had no revenues and has generated losses from operation.  As set forth in Note 2 to the audited Financial Statements, the continuation of the Company as a going concern is dependent upon the Company obtaining adequate capital to fund operating losses until it becomes profitable, if ever.  The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Results of Operations
 
Material Changes in Results of Operations
 
For the six months ended June 30, 2014, as compared with the six months ended June 30, 2013
 
The Company does not expect to receive any revenues prior to 2015.  Total operating expenses for the six months ended decreased to $1,157,286 as compared with $1,178,933 for the six months ended June 30, 2014, primarily as a result of $231,970 of professional fees decreasing from $695,465 for the six months ended June 30, 2013, related to the continued manufacture and preclinical development of its lead curcumin formulations.  Salaries and wages increased to $164,318 in the 2014 period from $163,579 in 2013.  Research and development increased to $746,538 in the 2014 period from $306,068 in the 2013 period.
 
Research and Development fees for the six months ended June 30, 2014, included payments to Dalton Pharma, Gemeinn, Northern Lipids, Inc., ClinicPace Worldwide, Polymun for, $43,666, $4,149, $114,092, $79,835, and $349,398, respectively, for lab fees and other costs related to the Company’s research and development efforts.  The Company incurred $155,397, in legal fees classified as research and development.

 
24

 
 
Research and Development fees paid in the 2013 Period included $54,032 to the University of Texas, MD Anderson Cancer Center (“UTMDACC”) for non-clinical and mouse pre-clinical non-GLP studies of lipsomal curcumin. Other research and development payments included $68,619 and $43,650 to Polymnun and Nucro Technology, respectively, for lab fees and other costs related to the Company’s research and development efforts as well as $42,176 in legal fees classified as Research and Development.

As a result of the foregoing, the Company had a net loss of $1,156,889, for the six months ended June 30, 2014 as compared to a net loss of $1,182,693 for the six months ended June 30, 2013.  The Company recorded a deemed dividend, in the amount of $297,196. The amount of loss attributable to common shareholders for the six months ended June 30, 2014 is $1,153,889.  This translates to a loss per share of ($0.09) for the six months ended June 30, 2014, as compared to ($0.09) for the six months ended June 30, 2013.

Three months ended June 30, 2014, as compared with three months ended June 30, 2013

The Company does not expect to receive any revenues prior to 2015. Total operating expenses during the three months ended June 30, 2014 (the “2014 Period”) increased to $958,915, as compared with $346,834 during the three months ended June 30, 2013 (the “2013 Period”) primarily as a result of an increase in professional fees of $157,375 as a result of stock and option issuance, resources, as well as a $429,093 in development of its lead curcumin. Salaries and wages increased to $107,745 in the 2014 period from $80,152 in the 2013 period.  Research and development increased to $616,750 in the 2014 period from $187,657 in the 2013 period.
Research and Development fees for the three months ended June 30, 2014, included payments to Dalton Pharma, Gemeinn, Northern Lipids, Inc., ClinicPace Worldwide, Polymun for, $12,790, $0, $96,592, $45,578, and $323,818, respectively, for lab fees and other costs related to the Company’s research and development efforts.  The Company incurred $137,971, in legal fees classified as research and development.

Research and Development fees paid in the 2013 Period included $48,827 to the University of Texas, MD Anderson Cancer Center (“UTMDACC”) for non-clinical and mouse pre-clinical non-GLP studies of lipsomal curcumin. Other research and development payments included $63,414 and $38,445 to Polymnun and Nucro Technology, respectively, for lab fees and other costs related to the Company’s research and development efforts as well as $36,971 in legal fees classified as Research and Development.

As a result of the foregoing, the Company had a net loss of $958,715, for the three months ended June 30, 2014 as compared to a net loss of $413,942 for the three months ended June 30, 2013.  The Company recorded a deemed dividend, in the amount of $155,769. The amount of loss attributable to common shareholders for the three months ended June 30, 2014 is $958,715.  This translates to a loss per share of ($0.07) for the three months ended June 30, 2014, as compared to ($0.03) for the three months ended June 30, 2013.

 
25

 
 
Plan of Operations
 
Manufacturing of GMP grade synthesized curcumin is continuing at Sami labs, in India. Over 4.3 kilograms of the active principle was sent to Dalton Pharma Services in Canada for analytical and continuing stability testing. Aliquots of curcumin are sent to Polymun Scientific in Austria to manufacture the formulated GMP grade liposomal curcumin product. The product is further analyzed for endotoxins in Gibraltar Labs in New Jersey, and for release kinetics at Northern Lipids in Canada. The final product has been used in 45 human normal subjects in a Phase Ia ascending dose trial in Austria. Based upon these data, a Phase Ib clinical trial is ongoing in Austria: accruing cancer patients who progressed on standard of care therapy.

In the US, following discussions and suggestions by the FDA, an IND for liposomal curcumin in a Phase Ib trial was approved in the second quarter 2014. The first indication will be for non-small cell lung cancer (NSCLC) patients who have progressed on standard of care therapy.

Following allowance by the FDA, a second liposomal curcumin indication, for progressive Parkinson’s disease will be submitted to the FDA for a Phase Ib-II trial at Thomas Jefferson University.

A veterinary application of liposomal curcumin in dogs with progressive cancer was initiated during the 1stQ 2014 at U.C. Davis and is continuing.

Pre-clinical studies of the effects of liposomal curcumin on JCK kidney polycystic diseased mice is ongoing.

Non-clinical scale-up manufacturing of GMP grade Liposomal-PLGA-curcumin (Curcumin-ER): and extended release formulation at Sami labs in India and research is planned for the 3rd Q 2014. Preclinical Non-GLP formulated product underwent repeat efficacy trials in mice with xeno-transplanted human NSCLC tumors with a 52% reduction in growth of tumor observed after six weeks.

The liposome composed of DMPC and DMPG was initially discovered to prevent curcumin cardiac arrhythmias in in vitro and ex vivo studies in rabbit models, and in vivo in rabbit models challenged with approved QTc prolonging anticancer drugs, Crizotinib and Nilotinib. Additional  studies of anticancer QTc prolonging drugs and liposome mitigation are current in the 3rd quarter, 2014. Additional exploration of the molecular mechanism of action of the liposome, its component lipids, and metabolites in the cardiac potassium channel is planned for the 3rd quarter 2014 in a collaborative study with Avanti Polar Inc., IPS Therapeutique, Canada and the University of Mississippi.
 
 
26

 
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
 
In the normal course of business, our financial position is routinely subject to a variety of risks, including market risk associated with interest rate movement. We regularly assess these risks and have established policies and business practices intended to protect against these and other exposures. As a result, we do not anticipate material potential losses in these areas.
 
As of June 30, 2014, we had cash and cash equivalents of $1,640,573.  
 
Item 4.  Controls and Procedures.
 
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
 
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, our management has validated the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the " Exchange Act"), as of June 30, 2014.  Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of such period, our disclosure controls and procedures were ineffective to ensure that (i) information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  This conclusion is based on the fact that due to limited resources, the Company is unable to maintain adequate segregation of duties.
 
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  As defined by the Public Company Accounting Oversight Board Auditing Standard No. 5, a material weakness is a deficiency or a combination of deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected. A clear and concise segregation of duties is important to maximize checks and balances so that no single individual has control over two or more phases of a transaction or operation. A strong segregation of duty also is critical to reduce effectively the risk of mistakes and inappropriate actions preventing fraud and discourages collusion. It can be difficult for small businesses to always have a clear separation of duties because there simply are not enough personnel to cover each and every process and procedure. Ultimately, checks and balances need to be in place as a supportive measure to the business operations, but also as a fraud prevention measure as well. Because we have limited financial personnel, and limited resources, compliance with segregation of duties and proper oversight of control requirements is extremely difficult.  In connection with the evaluation referred to in the foregoing paragraph, we have identified no change in our internal control of financial reporting that occurred during the quarter ended June 30, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
27

 
 
PART II. OTHER INFORMATION
 
Item 1.    Legal Proceedings.
 
As of the date of this Quarterly Report on Form 10-Q, we are not a party to any legal proceedings.
 
Item 1A.  Risk Factors
 
In accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to make disclosure under this item.
 
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.
 
During the three-month period ended June 30, 2014, this Registrant sold 1,244.5 units (the “Units”), of its securities at a price of $1,000 per unit or $1,244,500.  Each Unit consists of (i) one share of 6.5% Series C Convertible Preferred Stock convertible into 800 shares of common stock (equivalent to $1.25 per share of common stock) subject to adjustment, and (ii) one Warrant to purchase 400 shares of common stock at $1.875 per share ending seven years following the Effective Date of its registration statement.  The Company received gross proceeds of $1,244,500 and paid 10% sales commissions of $124,450 to Meyers Associates, L.P. the Company’s placement agent.
 
The Units were sold to four accredited investors who were customers of the placement agent.  The Company claimed an exemption from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, based upon a subscription agreement executed by such investor.
 
The net proceeds of the offering were used for working capital, research and development and clinical trials in Europe towards filing an investigational new drug application to commence clinical trials in the United States.
 
Item 3.    Europe Defaults Upon Senior Securities.
 
None.
 
Item 4.   Mine Safety Disclosures
 
Item 5.    Other Information
 
None.
 
 
28

 
 
Item 6.    Exhibits.
 
Exhibits.
 
Set forth below is a list of the exhibits to this quarterly report on Form 10-Q.
 
Exhibit Number
Description
   
3.1
Certificate of Incorporation of the registrant (1)
   
3.2
Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock (1)
   
3.3
Amended and Restated Certificate of Incorporation of the registrant dated August 2, 2006 (1)
   
3.4
Certificate of Amendment of the Registrant dated May 27, 2008 (1)
   
3.5
Certificate of Designation Preference and Rights of Series B Convertible Preferred Stock (3)
   
3.6
Certificate of Amendment of the Registrant  dated October 20, 2011 (2)
   
3.7
Certificate of Designation, Preferences and Right of Series C Convertible Preferred Stock (4)
   
3.8
By-Laws of the registrant (1)
   
4.1
Form of Common Stock Certificate (1)
   
4.2
Form of Class C Common Stock Purchase Warrant  (4)
   
4.3
Form of Bridge Note (1)
   
4.4
Form of Series A Subscription Rights Agreement (1)
   
4.5
Form of Series A Subscription Agreement (1)
   
4.6
Form of Series B Subscription Agreement (3)
   
4.7
Form of Series C Subscription Agreement  (4)
   
4.8
Form of Registration Rights Agreement (4)
   
*31.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
*32.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 INS
XBRL Instance Document*
   
101 SCH
XBRL Schema Document*
   
101 CAL
XBRL Calculation Linkbase Document*
   
101 DEF
XBRL Definition Linkbase Document*
   
101 LAB
XBRL Labels Linkbase Document*
   
101 PRE
XBRL Presentation Linkbase Document*
 
 
29

 
 
*           The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
 
* Filed with this Report.
 
(1)           Incorporated by reference to the Company’s Registration Statement on Form S-1 (Registration No. 333-158474, declared effective on August 10, 2009.
 
(2)           Incorporated by reference to the Company’s Form 8-K for October 20, 2011 filed on October 21, 2011.
 
(3)           Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for September 30, 2011 filed on November 21, 2011.
 
(4)           Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for March 31, 2013 filed on May 15, 2013.
 
 
SIGNATURES
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Dated:  August, 18, 2014
SIGNPATH PHARMA INC.
     
 
By:
  /s/ Lawrence Helson, M.D.,
 
 
Lawrence Helson, M.D., Chief Executive Officer and
Chief Financial Officer (Principal Executive Officer and
Principal Financial Officer)
 
 
 
30

 
 
SignPath Pharma Inc.
 
Quarterly Report on Form 10-Q
 
Quarter Ended June 30, 2014
 
EXHIBITS
 
Exhibit Number
Description
   
31.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
31