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Equity (Deficit)
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12 Months Ended |
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Dec. 31, 2011
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| Equity (Deficit) |
Note 8 Equity (Deficit)
Common Stock
On March 30, 2010 the Company entered into a stock purchase agreement whereby the Company agreed to issue and sell 25,000,000 shares of the Companys common stock at a price of $0.02 per share, for an aggregate purchase price of $500,000, which was paid in cash.
On April 25, 2011 an accredited investor in the Company exercised a Warrant for 945,000 shares at $.03 per share for net cash proceeds paid to the Company of $28,350. The proceeds from this sale were used for general corporate purposes.
On May 31, 2011 an accredited investor in the Company exercised a Warrant for 945,000 shares at $.03 per share for net cash proceeds paid to the Company of $28,350. The proceeds from this sale were used for general corporate purposes.
In July, 2011 the Company entered into a stock purchase agreement whereby the Company issued 10,000,000 shares of the Companys common stock at a price of $0.04 per share, for an aggregate purchase price of $400,000, which was paid in cash.
In August, 2011, the Company entered into a stock purchase agreement whereby the Company issued 2,083,334 shares of the Companys common stock at a price of $0.048 per share, for an aggregate purchase price of $100,000, which was paid in cash.
On July, 2011, the Company entered into a stock purchase agreement whereby the Company issued 625,000 shares of the Companys common stock for services rendered.
Series B Preferred Stock
In order to obtain additional working capital, on November 6, 2007, the Company entered into a Securities Purchase Agreement with two accredited investors, pursuant to which the Company sold a total of 13,000 shares of our newly authorized Series B Convertible Preferred Stock (Series B Shares) for an aggregate purchase price of $1,300,000, less offering costs of $9,265. Each share of the Series B Shares has a stated value of $100.
The Series B Shares may, at the option of each holder, be converted at any time or from time to time into shares of the Companys common stock at the conversion price then in effect. The number of shares into which one Series B Share shall be convertible is determined by dividing $100 per share by the conversion price then in effect. The initial conversion price per share for the Series B Shares is $0.11, which is subject to adjustment for certain events, including stock splits, stock dividends, combinations, or other recapitalizations affecting the Series B Shares.
Each holder of Series B Shares is entitled to the number of votes equal to the number of shares of the Companys common stock into which the Series B Shares could be converted on the record date for such vote, and has voting rights and powers equal to the voting rights and powers of the holders of the Companys common stock. In the event of the Companys dissolution or winding up, each share of the Series B Shares is entitled to be paid an amount equal to $100 (plus any declared and unpaid dividends) out of the assets of the Company then available for distribution to shareholders.
No dividends are required to be paid to holders of the Series B shares. However, the Company may not declare, pay or set aside any dividends on shares of any class or series of the Companys capital stock (other than dividends on shares of our common stock payable in shares of common stock) unless the holders of the Series B shares shall first receive, or simultaneously receive, an equal dividend on each outstanding share of Series B shares. |