10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No.1)

(Mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From ____ to ____

Commission file number: 000-54568

GREEN BALLAST, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	45-1629984 (I.R.S. Employer Identification No.)
2620 Thousand Oaks Blvd., Suite 4000 Memphis, Tennessee (Address of principal executive offices)	38118 (Zip Code)

(901) 260-4400

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

As of November 14, 2012, there were 102,047,289 shares of common stock outstanding.

Explanatory Note

Green Ballast, Inc. (the “Company”, “we”, “us” or “our”) is filing this Amendment No.1 on Form 10-Q/A (this “Amendment”) to amend our quarterly report on Form 10-Q for the period ended September 30, 2012, originally filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2012 (the “Original Filing”), solely to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Original Filing formatted in XBRL (eXtensible Business Reporting Language).

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are otherwise not subject to liability under those sections.

This Amendment does not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 19, 2012

Green Ballast, Inc.
By:	/s/ J. Kevin Adams
	J. Kevin Adams
	Chief Executive Officer and President
By:	/s/ William H. Bethell
	William H. Bethell
	Chief Financial Officer

PART II

OTHER INFORMATION

Item 7. Exhibits

Exhibit No.	Description
Exhibit 10.1	Amendment No. 1, dated July 16, 2012, to Green Ballast, Inc., 12% Senior Secured Note, issued to Green Ballast, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 20, 2012)
Exhibit 10.2	Amendment No. 1, dated July 16, 2012, to Green Ballast, Inc., 12% Senior Secured Note, issued to Gemini Masters Fund, Ltd., (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 20, 2012)
Exhibit 31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
Exhibit 31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
Exhibit 32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
Exhibit 32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
101.INS	XBRL Instance Document #
101.SCH	XBRL Taxonomy Extension Schema Document #
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document #
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document #
101.LAB	XBRL Taxonomy Extension Label Linkbase Document #
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document #

____________________________________________

* Previously filed as exhibit to Form 10-Q for the quarter ended September 30, 2012.

** Previously furnished as exhibit to Form 10-Q for the quarter ended September 30, 2012.

# Filed herewith

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Going Concern

9 Months Ended

Sep. 30, 2012

Going Concern [Abstract]

Going Concern [Text Block]

(3) Going Concern

The Company is in the development stage, has a working capital deficit and stockholders’ deficit of $3,309,652 and $3,005,294, respectively, as of September 30, 2012, and has used $4,504,943 of cash in operations from inception. The Company has sustained operating losses since its inception. As a developmental stage enterprise, the Company is still in the process of developing and sufficiently executing its business plan to sustain financial viability. As a result, the Company may not have sufficient liquidity to meet its debt service requirements or to satisfy other financial obligations as they come due over the next 12 months. These issues raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. However there can be no assurance that such additional funding will occur or that the Company can implement its strategic plans.

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Summary of Significant Accouting Policies

9 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

(2) Summary of Significant Accouting Policies

(a) Basis of Presentation

The accompanying condensed unaudited financial statements of the Company have not been audited and have been prepared by management in accordance with accounting principles generally accepted in the United States of America.

In the opinion of management, these condensed unaudited financial statements reflect all of the normal and recurring adjustments necessary to present fairly the financial position at September 30, 2012 and December 31, 2011, the results of operations for the three and nine months ended September 30, 2012, the three months ended September 30, 2011 and for the period from inception of April 13, 2011 to September 30, 2011 and April 13, 2011 to September 30, 2012, and the cash flows for nine months ended September 30, 2012 and for the period from inception of April 13, 2011 to September 30, 2011 and April 13, 2011 to September 30, 2012, and the statement of stockholders’ deficit for the period from inception of April 13, 2011 to September 30, 2012.

Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in this Form 10-Q pursuant to certain rules and regulations of the Securities and Exchange Commission. These condensed unaudited financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

The condensed unaudited financial statements have been prepared under Financial Accounting Standards Board Accounting Standards Codification 915, Development Stage Entities. A development stage enterprise is one in which planned principal operations have not commenced, or if its operations have commenced, there have been no significant revenues therefrom. As of September 30, 2012, the Company is a development stage enterprise since the Company has not generated significant revenue from the sale of its products from its inception on April 13, 2011 through September 30, 2012. The Company has principally been devoted to developing the next generation of ballasts, raising product awareness, and raising capital.

(b) Revenue Recognition

The Company recognizes revenue when products are shipped and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable. Shipping and other transportation costs charged to buyers are recorded in both sales and costs of sales.

Short-term construction-type contracts are accounted for under the completed-contract method. Revenues under the completed-contract method are recognized upon substantial completion which includes acceptance by the customer. Costs incurred by the Company for contracts accounted for under the completed-contract method are capitalized as costs in excess of billings and are charged to cost of goods sold in the period that the related revenue is recognized.

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Condensed Balance Sheets (USD $)	Sep. 30, 2012	Dec. 31, 2011
Assets
Cash and cash equivalents	$ 62,627	$ 826,365
Trade accounts receivable, net	101,696	21,385
Inventories	874,672	508,637
Contract costs in excess of billings	141,309	0
Prepaid expenses and other	24,013	271,043
Total current assets	1,204,317	1,627,430
Equipment and software, net	32,047	39,891
Intangible assets, net	1,667,861	1,762,865
Other assets	4,450	4,450
Total assets	2,908,675	3,434,636
Liabilities, Temporary Equity, and Permanent Deficit
Current maturities of debt	3,083,653	0
Accounts payable and accrued expenses	1,366,895	252,073
Dividends payable	63,421	8,000
Total current liabilities	4,513,969	260,073
Long term debt	0	2,944,122
Total liabilities	4,513,969	3,204,195
Temporary equity:
Redeemable preferred stock, $1.00 par value: Authorized 5,000,000 shares: 3,000,000 shares designated as Series A; issued and outstanding 1,400,000 shares and 1,200,00 shares at September 30, 2012 and December 31, 2011, respectively	1,400,000	1,200,000
Permanent deficit:
Common stock, $0.0001 par value. Authorized 245,000,000 shares; issued and outstanding 102,849,289 shares and 96,450,400 shares at September 30, 2012 and December 31, 2011, respectively	4,534	3,895
Additional paid-in capital	4,795,160	2,507,724
Deficit accumulated during the development stage	(7,804,988)	(3,481,178)
Total permanent deficit	(3,005,294)	(969,559)
Total liabilities, temporary equity, and permanent deficit	$ 2,908,675	$ 3,434,636

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Condensed Statement of Cash Flows (USD $)	6 Months Ended	9 Months Ended	18 Months Ended
	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2012
Cash flows from operating activities:
Net loss	$ (2,147,732)	$ (4,323,810)	$ (7,804,988)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangibles	58,058	95,004	184,730
Depreciation of equipment and software	0	23,868	29,405
Amortization of debt discounts	175,660	364,399	644,537
Stock awards to outside advisor and consultants	79,980	19,149	109,309
Stock-based compensation expense	564,554	796,479	1,643,309
Changes in operating assets and liabilities:
Trade accounts receivable	(126,242)	(80,311)	(101,696)
Inventories	65,243	(366,035)	(406,672)
Contract costs in excess of billings	0	(141,309)	(141,309)
Other assets	(13,857)	247,030	(28,463)
Accounts payable and accrued expenses	94,189	1,114,822	1,366,895
Net cash used in operating activities	(1,250,147)	(2,250,714)	(4,504,943)
Cash flows from investing activities:
Acquisition of intellectual property	(400,000)	0	(400,000)
Purchase of equipment and software	(18,970)	(16,024)	(61,452)
Net cash used in investing activities	(418,970)	(16,024)	(461,452)
Cash flows from financing activities:
Proceeds from issuance of short-term debt	0	150,000	150,000
Proceeds from issuance of long-term debt	1,073,478	0	1,073,478
Proceeds from issuance of common stock	1,705,772	1,377,000	3,445,770
Proceeds from issuance of preferred stock	502,552	0	502,552
Payment of stock issuance costs	(58,778)	0	(58,778)
Payment of dividends	(36,000)	(24,000)	(84,000)
Net cash provided by financing activities	3,187,024	1,503,000	5,029,022
(Decrease) increase in cash and cash equivalents	1,517,907	(763,738)	62,627
Cash and cash equivalents, beginning of period	0	826,365	0
Cash and cash equivalents, end of period	$ 1,517,907	$ 62,627	$ 62,627

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Description of Business

9 Months Ended

Sep. 30, 2012

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Nature of Operations [Text Block]

(1) Description of Business

Green Ballast, Inc. (the Company) was incorporated in the State of Delaware on April 13, 2011. The Company is headquartered in Memphis, Tennessee. The Company develops, markets, and distributes daylight harvesting and programmable ballasts for fluorescent fixtures, which incorporates energy efficient technology.

On April 15, 2011, the Company was capitalized with $3,000,000 contributed by Green Ballast LLC (GBL), which consisted of $2,532,000 in cash and $468,000 in inventory of ballasts. In exchange, 32,500,000 shares of common stock, 1,200,000 shares of redeemable Series A preferred stock, and a convertible promissory note in the principal amount of $1,800,000 (GBL Note) were issued by the Company.

The proceeds from the capitalization were used to purchase certain assets, including intellectual property, from Gemini Master Fund, Ltd. (Gemini) for a purchase price of $2,200,000, pursuant to an asset purchase agreement. The consideration paid consisted of $400,000 in cash, and the issuance of a convertible promissory note in the principal amount of $1,800,000 (Gemini Note) and warrants to purchase up to 5,000,000 shares of common stock.

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Condensed Balance Sheets [Parenthetical] (USD $)	Sep. 30, 2012	Dec. 31, 2011
Temporary equity, par value (in dollars per share)	$ 1	$ 1
Temporary equity, shares authorized	5,000,000	5,000,000
Temporary equity, shares issued	1,400,000	120,000
Temporary equity, shares outstanding	1,400,000	120,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	245,000,000	245,000,000
Common stock, shares, issued	102,849,289	96,450,400
Common stock, shares, outstanding	102,849,289	96,450,400
Series A Redeemable Preferred Stock [Member]
Temporary equity, shares authorized	3,000,000	3,000,000

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Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Nov. 14, 2012
Entity Registrant Name	Green Ballast, Inc.
Entity Central Index Key	0001526543
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	gbll
Entity Common Stock, Shares Outstanding		102,047,289
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2012
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2012

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Condensed Statements of Operations (USD $)	3 Months Ended		6 Months Ended	9 Months Ended	18 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2012
Net sales	$ 88,667	$ 135,995	$ 146,336	$ 176,018	$ 389,965
Cost of sales	63,171	132,675	139,439	108,083	289,354
Gross profit	25,496	3,320	6,897	67,935	100,611
Selling, general, and administrative expenses	1,072,608	1,002,760	1,852,529	3,819,146	6,856,560
Loss from operations	(1,047,112)	(999,440)	(1,845,632)	(3,751,211)	(6,755,949)
Interest expense, net	(180,263)	(163,076)	(302,100)	(572,599)	(1,049,039)
Net loss	$ (1,227,375)	$ (1,162,516)	$ (2,147,732)	$ (4,323,810)	$ (7,804,988)
Net loss per share Basic and diluted (in dollars per share)	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.04)
Weighted average common shares outstanding:
Basic and diluted (in shares)	102,367,289	92,000,000	92,000,000	99,709,462

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Summary of Significant Accouting Policies (Policies)

9 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

(a) Basis of Presentation

The accompanying condensed unaudited financial statements of the Company have not been audited and have been prepared by management in accordance with accounting principles generally accepted in the United States of America.

In the opinion of management, these condensed unaudited financial statements reflect all of the normal and recurring adjustments necessary to present fairly the financial position at September 30, 2012 and December 31, 2011, the results of operations for the three and nine months ended September 30, 2012, the three months ended September 30, 2011 and for the period from inception of April 13, 2011 to September 30, 2011 and April 13, 2011 to September 30, 2012, and the cash flows for nine months ended September 30, 2012 and for the period from inception of April 13, 2011 to September 30, 2011 and April 13, 2011 to September 30, 2012, and the statement of stockholders’ deficit for the period from inception of April 13, 2011 to September 30, 2012.

Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in this Form 10-Q pursuant to certain rules and regulations of the Securities and Exchange Commission. These condensed unaudited financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

The condensed unaudited financial statements have been prepared under Financial Accounting Standards Board Accounting Standards Codification 915, Development Stage Entities. A development stage enterprise is one in which planned principal operations have not commenced, or if its operations have commenced, there have been no significant revenues therefrom. As of September 30, 2012, the Company is a development stage enterprise since the Company has not generated significant revenue from the sale of its products from its inception on April 13, 2011 through September 30, 2012. The Company has principally been devoted to developing the next generation of ballasts, raising product awareness, and raising capital.

Revenue Recognition, Policy [Policy Text Block]

(b) Revenue Recognition

The Company recognizes revenue when products are shipped and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable. Shipping and other transportation costs charged to buyers are recorded in both sales and costs of sales.

Short-term construction-type contracts are accounted for under the completed-contract method. Revenues under the completed-contract method are recognized upon substantial completion which includes acceptance by the customer. Costs incurred by the Company for contracts accounted for under the completed-contract method are capitalized as costs in excess of billings and are charged to cost of goods sold in the period that the related revenue is recognized.

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Debt Transactions

9 Months Ended

Sep. 30, 2012

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

(5) Debt Transactions

In April 2012, Gemini converted an aggregate of $200,000 of its $1.8 million convertible debt into common stock of the Company. As a result of the conversion, the Company’s indebtedness to Gemini under its existing promissory note was reduced by $200,000. In addition, the GBL note was automatically converted into shares of redeemable Series A preferred stock on the basis of one share for every $1.00 that the outstanding principal amount of the Gemini note is reduced. The remaining principal outstanding under each of these previously issued Gemini and GBL promissory notes is $1.6 million each.

In April 2012, the Company borrowed $75,000 from each of the Company’s affiliates, Gemini and GBL, for a total borrowing of $150,000. The loans bear interest at 12% per annum, mature on October 16, 2012, and are secured by all of the Company’s assets.

During October 2012, the loans from Gemini and GBL totaling $150,000 were retired upon maturity.

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Common Stock Issuances (Details Textual) (USD $)	6 Months Ended	9 Months Ended		18 Months Ended	1 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2012	Dec. 31, 2011	Sep. 30, 2012	Jul. 31, 2011 Private Placement [Member]	Sep. 30, 2012 Private Placement [Member]	Dec. 31, 2011 Private Placement [Member]
Proceeds from Issuance of Private Placement					$ 12,000,000
Common Stock Offered Per Share (in dollars per share)					0.25
Stock Issued During Period, Value, New Issues		1,377,000	1,053,822			5,510,000	4,450,400
Proceeds From Issuance Of Common Stock	$ 1,705,772	$ 1,377,000		$ 3,445,770		$ 1,377,000	$ 1,112,600

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Description of Business (Details Textual) (USD $)	Sep. 30, 2012	Dec. 31, 2011	Apr. 15, 2011
Capital			$ 3,000,000
Common Stock Issued For Exchange (in shares)			32,500,000
Temporary Equity, Shares Issued (in shares)	1,400,000	120,000	1,200,000
Convertible Promissory Note Issued			1,800,000
Assets	2,908,675	3,434,636
Asset Purchase Agreement [Member]
Convertible Promissory Note Issued			1,800,000
Assets			2,200,000
Cash			400,000
Common Stock Purchased By Issuance Of Warrants			5,000,000
Cash [Member]
Capital			2,532,000
Inventory [Member]
Capital			$ 468,000

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Going Concern (Details Textual) (USD $)	6 Months Ended	9 Months Ended	18 Months Ended
	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2012	Dec. 31, 2011	Apr. 12, 2011
Stockholders' Equity Attributable To Parent		$ (3,005,294)	$ (3,005,294)	$ (969,559)	$ 1,132,666
Working Capital Deficit Debit		(3,309,652)	(3,309,652)
Net Cash Provided By (Used In) Operating Activities	$ (1,250,147)	$ (2,250,714)	$ (4,504,943)

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Debt Transactions (Details Textual) (USD $)	1 Months Ended
	Apr. 30, 2012	Oct. 31, 2012	Sep. 30, 2012
Debt Conversion, Description	GBL note was automatically converted into shares of redeemable Series A preferred stock on the basis of one share for every $1.00
Short-Term Debt, Percentage Bearing Fixed Interest Rate			12.00%
Due To Affiliate, Current			$ 150,000
Gemini [Member]
Convertible Debt			1,800,000
Debt Conversion, Original Debt, Amount	200,000
Reduced Indebtness Upon Conversion Of Promissory Nopte	200,000
Long-Term Debt, Gross		150,000	1,600,000
Due To Affiliate, Current			75,000
Gbl Note [Member]
Long-Term Debt, Gross		150,000	1,600,000
Due To Affiliate, Current			$ 75,000

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Condensed Statement of Stockholders' Deficit (USD $)	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Total	Series A Redeemable Preferred Stock [Member]
Balance at Apr. 12, 2011	$ 3,250	$ 1,129,416	$ 0	$ 1,132,666	$ 595,441
Balance (in shares) at Apr. 12, 2011	32,500,000				1,200,000
Issuance of warrants in connection with Gemini note	0	60,500	0	60,500	0
Stock awards to an advisor and consultants	200	90,160	0	90,360	0
Stock awards to an advisor and consultants (in shares)	3,350,000
Restricted stock awards to employees	0	846,830	0	846,830	0
Restricted stock awards to employees (in shares)	56,150,000
Issuance of common stock	445	1,053,377	0	1,053,822	0
Issuance of common stock (in shares)	4,450,400
Adjustment to redemption value	0	(604,559)	0	(604,559)	604,559
Dividends declared	0	(68,000)	0	(68,000)	0
Net loss	0	0	(3,481,178)	(3,481,178)	0
Balance at Dec. 31, 2011	3,895	2,507,724	(3,481,178)	(969,559)	1,200,000
Balance (in shares) at Dec. 31, 2011	96,450,400				1,200,000
Senior debt converted into preferred stock	0	0	0	0	200,000
Senior debt converted into preferred stock (in shares)					200,000
Senior debt converted into common stock	88	174,780	0	174,868	0
Senior debt converted into common stock (in shares)	888,889
Stock awards to an advisor and consultants	0	19,149	0	19,149	0
Restricted stock awards to employees	0	796,479	0	796,479	0
Issuance of common stock	551	1,376,449	0	1,377,000	0
Issuance of common stock (in shares)	5,510,000
Dividends declared	0	(79,421)	0	(79,421)	0
Net loss	0	0	(4,323,810)	(4,323,810)	0
Balance at Sep. 30, 2012	$ 4,534	$ 4,795,160	$ (7,804,988)	$ (3,005,294)	$ 1,400,000
Balance (in shares) at Sep. 30, 2012	102,849,289				1,400,000

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Common Stock Issuances

9 Months Ended

Sep. 30, 2012

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

(4) Common Stock Issuances

In July 2011, the Company circulated a private placement memorandum to offer 12 million shares of its common stock. The shares of common stock were offered at $0.25 per share. As of December 31, 2011, the Company had received subscriptions and issued 4,450,400 shares for proceeds totaling $1,112,600, before offering costs.

During the first nine months of 2012, the Company received subscriptions and issued 5,510,000 shares of common stock for proceeds totaling $1,377,000.