Stockholders' Equity

12 Months Ended

Dec. 31, 2011

Stockholders' Equity:

Stockholders' Equity

9.      Stockholders’ Equity

Authorized Shares

The Company has 400,000,000 authorized shares of its $0.00001 par value common stock and 20,000,000 shares of its $0.00001 par value Preferred Stock Series A and  Bas of December 31, 2011.

Common Shares

On March 26, 2010 the Company entered into agreement with Island Capital Management, LLC for the purpose of obtaining DTC Corporate Eligibility. The Company paid a consulting fee of $2,000 in cash and issued 120,000 shares of restricted common stock.  The Company received DTC eligibility in December 2010.

On April 23, 2010, the Company entered into an Employment Agreement (the “Agreement”) with Darren Dunckel (“Executive”) whereby the Company will employ Executive as its Chief Executive Officer for a term of two years (the “Term”).  Executive was granted a signing bonus consisting of 4,000,000 shares of common stock of the Company upon signing the Agreement. Mr. Dunckel sold/assigned 1,000,000 shares to a third party.

On May 4, 2010, the Company completed an equity offering in which 20,000,000 shares of par value common stock were sold for $0.01 per share for an aggregate raise of $200,000.  A total of 42 investors were solicited, all of which invested in the Company.

On December 18, 2010, the Company entered into a Securities Purchase Agreement with Forex NYC pursuant to which the Company acquired twenty percent (20%) of the issued and outstanding equity of Forex NYC (the “FNYC Interest”) on a fully diluted basis.  In consideration for the Forex NYC Interest, the Company issued and sold to Forex NYC 1,000,000 shares of common stock of the Company. In July 2011 the transaction was unwound and the shares were returned to the Company.

As part of a private placement issuance of 3,655,631 restricted shares to accredited investors, the Company issued in December 2010 3,466,666 shares and on January 5, 2011 the balance of 188,965 shares were issued. The aggregate purchase price amounted to $548,345.  The shares of common stock were offered and sold to the investors in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 (the “Securities Act”) and/or Rule 506 promulgated under the Securities Act.   On January 17, 2011, the Company issued to Core Consulting Group700,000  restricted common shares as part of the Company consideration under a consulting agreement. Core served as the Company’s Investor relations firm. The amount charged to consulting fees was $210,000.

On January 27, 2011, the Company issued 324,234 shares to ATL for certain draws on a note to pay expenses in the amount of $71,736.  The note payable balance to ATL was reduced by the amount of those expenses. The Company did not deliver the shares to ATL (“Undelivered Shares”).

On March 28, 2011 the Company issued to a consultant 10,000 restricted shares as part of the Company consideration under a consulting agreement. The amount charged to consulting fees was $10,000.

On April 5, 2011, the Company and, a shareholder of the Company, entered into an agreement whereby the parties agreed that a $200,000 6% Convertible note payable of the Company which had been assigned to said shareholder and was now in default by the Company would be satisfied by the issuance of 2,500,000 shares of common stock to the shareholder.

On June 29, 2011, pursuant to the terms of, and in consideration for Centurion entering into, the Investment Agreement, the Company issued 1,214,224 shares of Common Stock to Centurion as a commitment fee in connection with the Investment Agreement (the "Commitment Shares") and 86,730 shares of the Common Stock representing fees incurred by Centurion in connection with the Investment Agreement (the "Fee Shares"), in each case based upon a deemed valuation per share equal to 100% of the volume-weighted average price of the Company's Common Stock for the 5 trading days immediately preceding the date of the Investment Agreement.

All the above shares of common stock of the Company were offered and sold by the Company in a securities purchase transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 (the “Securities Act”) and/or Rule 506 promulgated under the Securities Act. The investors are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act.

Treasury Stock

On April 25, 2011, the Company issued a press release announcing that its Board of Directors approved a share repurchase program.  Under the program, the Company is authorized to purchase up to 1,000,000 of its shares of common stock in open market transactions at the discretion of management.  All stock repurchases will be subject to the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended and other rules that govern such purchases.  As of December 31, 2011, the Company repurchased 38,000 of its common shares in the open market, which were returned to treasury.

Series A Preferred Shares (cancelled at year-end)

The Series A Preferred Stock was issued as a part of the Share Exchange Agreements relating to the Triple 8 purchase and had a stated value of $100 per share and was convertible into the Company’s common stock at a conversion price of $0.30 per share representing 4,000,000 shares of common stock.  The Series A Preferred Stock voted on an as-converted basis multiplied by three and carries standard anti-dilution rights.  The Series A Preferred Stock did not carry preferential liquidation rights.  As part of the annulment of the Triple 8 Share Exchange Agreements share all of the outstanding Series A Preferred shares were returned to the Company and the stock has been canceled.

Series B Preferred Shares

On November 1, 2011, the Company and certain creditors entered into a Settlement Agreement (the "Agreement") whereby without admitting any wrongdoing on either part, the parties settled all previous agreements and resolved any existing disputes.  Under the terms of the Agreement, the Company agreed to issue the creditors 45,000 shares of Series B Preferred Stock of the Company on a pro-rata basis.  Following the issuance and delivery of the shares of Series B Preferred Stock to said creditors, as well as surrendering the undelivered shares, the Agreement resulted in the settlement of all debts, liabilities and obligations between the parties.

The Series B Preferred Stock has a stated value of $100 per share and is convertible into the Company’s common stock at a conversion price of $0.30 per share representing 15,000,000 common shares. Furthermore, the Series B Preferred Stock votes on an as converted basis and carries standard anti-dilution rights.