STOCKHOLDERS' DEFICIT

9 Months Ended

Sep. 30, 2012

STOCKHOLDERS' DEFICIT [Abstract]

STOCKHOLDERS' DEFICIT

9. STOCKHOLDERS' DEFICIT:

Preferred Stock

We were authorized, without further action by the shareholders, to issue

10,000,000 shares of one or more series of preferred stock at a par value of

$0.0001, all of which is nonvoting. The Board of Directors may, without

shareholder approval, determine the dividend rates, redemption prices,

preferences on liquidation or dissolution, conversion rights, voting rights and

any other preferences.

No shares of preferred stock were issued or outstanding during the three and

nine month periods ended September 30, 2012 and 2011.

Common Stock

We were authorized to issue 100,000,000 shares of common stock, par value

$0.0001 per share.

On April 29, 2008, we held our annual meeting of stockholders at which meeting

the majority of stockholders approved, an up to 3 for 1 reverse split of our

shares of common stock. No such reverse split has been effected as yet.

Recent Issuances

No shares of our common stock were issued in the three and nine month periods

ended September 30, 2012 or 2011.

Warrants

No warrants were issued or outstanding during the three and nine month periods

ended September 30, 2012 or 2011.

Stock Options

Effective March 19, 1999, we adopted a stock option plan (the "Plan"). The Plan

provides for grants of incentive stock options, nonqualified stock options and

restricted stock to designated employees, officers, directors, advisors and

independent contractors. The Plan authorized the issuance of up to 75,000 shares

of Class A Common Stock. Under the Plan, the exercise price per share of a

non-qualified stock option must be equal to at least 50% of the fair market

value of the common stock at the grant date, and the exercise price per share of

an incentive stock option must equal the fair market value of the common stock

at the grant date.

No stock options were issued or outstanding during the three and nine month

periods ended September 30, 2012 or 2011.