Stockholders' Equity

12 Months Ended

Dec. 31, 2012

Stockholders' Equity (Deficit) [Abstract]

Stockholders' Equity

Note 6. Stockholders’ Equity

Earnings (loss) per share

A reconciliation of the numerator and the denominator used in the calculation of earnings (loss) per share is as follows:

	For the Years Ended December 31,
	2012			2011
Basic and Diluted:
Reported net loss(in thousands)	$	(1,514	)	$	(2,876	)
Less unpaid and undeclared preferred stock dividends		(266	)		(266	)
Net loss applicable to common stockholder	$	(1,780	)	$	(3,142	)
Weighted average common shares outstanding		72,224,186			58,223,600
Net loss per common share	$	(.02	)	$	(.05	)

Warrants to purchase 922,667 shares in 2012 and 2011 and preferred stock convertible into 604,214 and 577,816 shares for the years ended December 31, 2012, and 2011, respectively were not included in the computation of diluted loss per share applicable to common stockholders, as they are anti-dilutive as a result of net losses for the years ended December 31, 2012 and 2011, respectively.

Preferred Stock

A summary of the Company’s preferred stock as of December 31 is as follows:

			Shares Issued &				Preferred Stock Dividends
	Shares		Outstanding				Undeclared and Unpaid
Offering	Authorized		2012		2011		2012		2011
Series A convertible		590,197		47,250		47,250		--		--
Series B convertible, 10% cumulative		1,500,000		93,750		93,750		37,500		37,500
Series C convertible, 10% cumulative		1,666,666		38,333		38,333		11,500		11,500
Series D convertible, 10% cumulative		300,000		175,000		175,000		175,000		175,000
Series E convertible, 10% cumulative		800,000		19,022		19,022		42,000		42,000
Undesignated Preferred Series		5,143,137		--		--		--		--
Total Preferred Stock		10,000,000		373,355		373,555		266,000		266,000

Summary of Preferred Stock Terms

Series A Convertible Preferred Stock

Liquidation Value:	$4.50 per share, $212,625
Conversion Price:	$103.034 per share
Conversion Rate:	0.04367--Liquidation Value divided by Conversion Price ($4.50/$103.034)
Voting Rights:	None
Dividends:	None
Conversion Period:	Any time

Series B Convertible Preferred Stock

Liquidation Value:	$4.00 per share, $375,000
Conversion Price:	$10.00 per share
Conversion Rate:	0.40--Liquidation Value divided by Conversion Price ($4.00/$10.00)
Voting Rights:	None
Dividends:	10%--Quarterly--Commencing March 31, 2001
Conversion Period:	Any time

Cumulative dividends in arrears at December 31, 2012 were $445,000

Series C Convertible Preferred Stock

Liquidation Value:	$3.00 per share, $115,000
Conversion Price:	$6.00 per share
Conversion Rate:	0.50--Liquidation Value divided by Conversion Price ($3.00/$6.00)
Voting Rights:	None
Dividends:	10%--Quarterly--Commencing March 31, 2002
Conversion Period:	Any time

Cumulative dividends in arrears at December 31, 2012 were $128,000

Series D Convertible Preferred Stock

Liquidation Value:	$10.00 per share, $1,750,000
Conversion Price:	$10.00 per share
Conversion Rate:	1.00--Liquidation Value divided by Conversion Price ($10.00/$10.00)
Voting Rights:	None
Dividends:	10%--Quarterly--Commencing April 30, 2002
Conversion Period:	Any time

Cumulative dividends in arrears at December 31, 2012 were $1,955,000

Series E Convertible Preferred Stock

Liquidation Value:	$22.00 per share, $418,488
Conversion Price:	$8.00 per share
Conversion Rate:	2.75--Liquidation Value divided by Conversion Price ($22.00/$8.00)
Voting Rights:	Equal in all respects to holders of common shares
Dividends:	10%--Quarterly--Commencing May 31, 2002
Conversion Period:	Any time

Cumulative dividends in arrears at December 31, 2012 were $470,000

Issuance of Securities

Common Stock

Issuance of Common Stock as Payment for Services

During the quarter ended December 31, 2012, the Company issued to two of the Company’s directors, Mauro Scimia (“Scimia”) and Xavier Carbonell (“Carbonell”), 1,052,359 and 2,104,717 shares of restricted, unregistered common stock, respectively, for consulting services rendered, and the Company recorded a charge of $37,500, or $0.00 per share, as a selling, general and administrative expense. For the year ended December 31, 2012, Scimia and Carbonell were issued 2,252,415 and 3,817,736 shares of restricted, unregistered common stock, respectively, and the Company recorded a charge of $91,000, or $0.00 per share, as a selling, general and administrative expense.

Also, during the year ended December 31, 2012, the Company issued 849,838 shares of restricted, unregistered common stock to a consultant for services rendered, and recorded $15,000, or $0.00 per share, as a research and development expense.

During the year ended December 31, 2012, the Company issued 1,066,667 shares of restricted, unregistered common stock to two other consultants for services rendered, and recorded $12,000, or $0.00 per share, as a research and development expense and $10,000, or $0.00 per share, as a selling, general and administrative expense. A total of 566,667 shares are issuable but have not yet been issued.

Issuance of Common Stock as Payment for Employee Compensation

During the quarter ended December 31, 2012, the Company issued to Augusto Ocana (“Ocana”), a director and vice president of the Company, 2,104,717 shares of restricted, unregistered common stock, for services rendered. The Company recorded a charge of $25,000, or $0.011 per share, as a selling, general and administrative expense. For the year ended December 31, 2012, the Company issued Ocana 3,731,198 shares of restricted, unregistered common stock, and recorded a charge of $55,000, or $0.014 per share, as a selling, general and administrative expense.

As of December 31, 2012, we have a total of 4,418,271 shares of common stock issuable from the current and prior periods.

As of December 31, 2011, we were contractually obligated to issue 700,000 shares of restricted, unregistered common stock to a financial consultant as payment for services. We recorded a charge of $21,000 for these shares as an SG&A expense during the quarter ended March 31, 2011. The shares have not yet been issued by the transfer agent.

During the quarter ended December 31, 2011, we became contractually obligated to issue 300,000 shares of restricted, unregistered common stock to a medical consultant, and recorded $6,000 as an R&D expense. During the year ended December 31, 2011, we became obligated to issue a total of 1,450,000 of restricted, unregistered common stock to this consultant, and recorded $24,000 as an SG&A expense. The shares have not yet been issued. An additional 338,860 shares, that became issuable and were recorded in the prior year, also have not yet been issued. The Company remains obligated to issue the shares at December 31, 2012.

Also during the quarter ended December 31, 2011, we were contractually obligated to issue 384,615 shares of common stock to an employee for compensation and recorded $5,000 as an SG&A expense. For the year ended December 31, 2011, we were obligated to issue a total of 3,104,179 shares of common stock to this employee for services rendered totaling $44,000.

In addition, during the quarter ended December 31, 2011, we were contractually obligated to issue 615,384 shares of restricted, unregistered stock to marketing consultants and recorded $8,000 as an SG&A expense. During the year ended December 31, 2011, we became obligated to issue 3,751,130 of restricted, unregistered common stock to these consultants, and recorded $44,000 as an SG&A expense.

Issuance of Common Stock for Conversion of Debt

For the year ended December 30, 2011, the Asher Enterprises converted a total of $55,500 of principal and $3,000 of accrued interest into 7,306,588 shares of common stock at an average price of $0.01 per share

Conversions of Preferred Stock

During the quarter ended December 31, 2011, a holder of 200 shares of Series E Convertible Preferred Stock of CCI elected to convert such preferred shares and accrued and unpaid dividends thereon into 10,916 unregistered shares of the Company’s common stock. Dividends on these preferred shares were $118.00

Warrants

For the year ended December 31, 2012, the Company issued warrants to a non-executive employee to purchase an aggregate 13,000 shares of restricted, unregistered common stock at an average exercise price of $0.01 per share. The warrants were valued at $185 using the Black-Scholes valuation model. These warrants have a term of three years and are immediately exercisable

During the year ended December 31, 2011, the Company issued warrants to purchase 13,000 shares of common stock with a weighted average exercise price of $0.02 per share to an employee. CCI valued the warrants at $238 using the Black-Scholes valuation model. These warrants have a term of three years and are immediately exercisable.

Warrants

At December 31, 2012, the Company had the following outstanding warrants to purchase shares of Common Stock:

	Total Warrant		Warrant Shares		Exercise Price		Weighted Average
	Shares Outstanding		Exercisable		(not weighted)		Years until Expiration
		24,000		24,000	$	0.01		1.92
		2,000		2,000	$	0.02		2.95
		4,000		4,000	$	0.03		0.78
		416,667		416,667	$	0.06		0.75
		259,000		259,000	$	0.10		0.89
		217,000		217,000	$	0.50		0.13
Total		922,667		922,667

As of December 31, 2012, there were no unrecognized compensation costs related to unvested share-based compensation arrangements since all costs related to grants in 2012 or previous years were fully recognized as of December 31, 2012.

A summary of the Company’s stock option activity and related information follows:

1999 Stock Option Plan

	Options			Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2010		10,000		$	11.94	$	0.00		0.42
Granted		--
Exercised		--
Forfeited		(10,000	)
Outstanding at December 31, 2011 and 2012		--

Warrants and options issued outside of the Plan for employee compensation

	Options and Warrants			Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2010		635,000		$	1.91		--
Granted		13,000		$	0..02		--
Exercised		--
Forfeited		(609,000	)
Outstanding at December 31, 2011		39,000		$	0.08		--
Granted		13,000		$	0.01
Exercised		--
Forfeited		(13,000	)
Outstanding at December 31, 2012		39,000		$	0.03		--		1.29