Stockholders' Equity

3 Months Ended

Mar. 31, 2012

Stockholders' Equity:

Stockholders' Equity

8.      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 B as of March 31, 2012 and December 31, 2011.

Common Shares:

Three months ended March 31, 2011:

On January 17, 2011, the Company issued to Core Consulting Group 700,000 restricted shares for serving 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. Based on the Triple 8 settlement agreement, these shares have been surrendered back to the Company.

On March 28, 2011 the Company issued to a consultant 10,000 restricted shares as part of the Company’s consideration under a consulting agreement. The amount charged to consulting fees was $2,000.

There were no stock issuances for the three months ended March 31, 2012.

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 March 31, 2012 and December 31, 2011, the Company had repurchased 38,000 of its common shares in the open market, which were returned to treasury.

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.