|3 Months Ended|
Mar. 31, 2012
|Notes to Financial Statements|
The Companys Certificate of Incorporation, as amended, authorize the Company to issue 250,000,000 shares of $0.001 par value common stock. Common stockholders are entitled to dividends when and if declared by the Board of Directors. The holder of each share of common stock is entitled to one vote. As of March 31, 2012, no dividends had been declared.
Common stock that the Company had reserved for issuance at March 31, 2012, is as follows:
As of March 31, 2012 the Company had outstanding $1,235,765 of convertible note principal. These convertible notes, along with related accrued interest, convert upon the Next Equity Financing or at the option of the note holder as follows:
$12,240 and $41,537 of convertible debt principal have interest at 5% and warrants equivalent to 5% and 20% of the principal balance, respectively, and convert upon the next equity financing.
$500,000 and $230,000 of convertible note principal and related accrued interest convert at two-thirds the price per share of the Next Equity Financing and the $500,000 of convertible note principal have warrants equivalent to 100% of the principal balance and the $230,000 of convertible note principal have no warrants attached.
$168,750 of convertible note principal having interest at 6%, can convert at prices ranging from $0.03 to $0.10 per share at anytime at the option of the note holder, and have no warrants. As of March 31, 2012, $68,750 of the principal of this $168,750 convertible debt has converted to common shares.
$72,000 of convertible note principal having interest at 6%, can convert at $0.10 or $0.20 per share at anytime at the option of the note holder and warrants equivalent to 100%. As of March 31, 2012, $42,000 of the principal of this $72,000 convertible debt has converted to common shares.
$18,000 of convertible note principal having interest at 6%, can convert at $0.10 per share at anytime at the option of the note holder, and warrants equivalent to 100%. As of March 31, 2012, $15,000 of the principal of this $18,000 convertible debt has converted to common shares.
$244,988 of convertible note principal, having an interest rate of 8.5%. no warrants, can convert at $0.11 per share at anytime at the option of the note holder.
$54,500 of convertible note principal, having and interest rate of 8-8.5%, no warrants, can convert at 55% of the average of the three lowest trading days of the prior 10 trading days, there is a 180 day waiting period before the holder has the option to convert to common shares.
$9,500 of convertible note principle was issued as part of a unit debt instrument which consisted of a return on investment (ROI) agreement and a convertible promissory note in return for $10,000. The ROI has a redemption value of $10,500 due on demand and the convertible promissory note is for $9,500, non-interest bearing, due September 20, 2012, and is convertible to common shares after six months from the date of the note at a conversion price that is 50% of the lowest trading price over the 20 prior trading dates from the date of conversion notice
The common share effect of the convertible debt is not included in the above schedule since the number of shares will not be determinable until the Next Equity Financing. (See Note 8)
The common share effect of the warrants related to the following convertible debt has been included in the above schedule.
During the three months ended March 31, 2012 the Company issued $920,787 worth of common stock to various consultants for services and it paid $54,442 of trade accounts payable with shares of common stock in settlement of the trade debt.
The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.
Reference 1: http://www.xbrl.org/2003/role/presentationRef