Stockholders' Equity

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 8. Stockholders’ Equity

In February 2015, the Company received approval for and affected a 1:100 reverse split of its common stock. These financial statements reflect the reverse split since inception of the Company.

 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,
	2014		2013
Basic and Diluted:
Reported net loss (in thousands)	$	(699)	$	54
Less unpaid and undeclared preferred stock dividends		(109)		-
Net loss applicable to common stockholder	$	(808)	$	54
Weighted average common shares outstanding		18,116,000		14,687,500
Net income (loss) per common share	$	(0.04)	$	0.00

Because the following instruments would be anti-dilutive at all times presented, the potentially issuable common stock from warrants to purchase 142,308 and 39 shares in 2014 and 2013, respectively and preferred stock convertible into shares for the years ended December 31, 2014 and 2013, of 4,991 and 4,738 common shares respectively, were not included in the computation of diluted loss per share applicable to common stockholders.

Preferred Stock

A summary of the Company’s preferred stock as of December 31 is as follows. All calculations reflect the post-split calculations of 1 share for every 100 common shares which became effective March 2015 for all common stock and common stock equivalents.

			Shares Issued &				Preferred Stock Dividends
	Shares		Outstanding				Undeclared and Unpaid
Offering	Authorized		2014		2013		2014		2013
Series A convertible		590,197		47,250		47,250		—		—
Series B convertible, 10% cumulative		1,500,000		93,750		93,750		28,125		—
Series C convertible, 10% cumulative		1,666,666		38,333		38,333		8,625		—
Series D convertible, 10% cumulative		300,000		175,000		175,000		41,250		—
Series E convertible, 10% cumulative		800,000		19,022		19,022		31,500		—
Undesignated Preferred Series		5,143,137		—		—		—		—
Total Preferred Stock		10,000,000		373,355		373,355		109,500		—

The undeclared and unpaid preferred stock dividends were calculated from the date of the merger through December 31, 2014.

Summary of Preferred Stock Terms

Series A Convertible Preferred Stock

Liquidation Value:	$4.50 per share, $212,625
Conversion Price:	$10,303 per share
Conversion Rate:	0.00044—Liquidation Value divided by Conversion Price ($4.50/$10,303)
Voting Rights:	None
Dividends:	None
Conversion Period:	Any time

Series B Convertible Preferred Stock

Liquidation Value:	$4.00 per share, $375,000
Conversion Price:	$1,000 per share
Conversion Rate:	0.0040—Liquidation Value divided by Conversion Price ($4.00/$1,000)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing March 31, 2001
Conversion Period:	Any time

Cumulative dividends in arrears at December 31, 2014 were $520,665

Series C Convertible Preferred Stock

Liquidation Value:	$3.00 per share, $115,000
Conversion Price:	$600 per share
Conversion Rate:	0.0050—Liquidation Value divided by Conversion Price ($3.00/$600)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing March 31, 2002
Conversion Period:	Any time

Cumulative dividends in arrears at December 31, 2014 were $151,413

Series D Convertible Preferred Stock 

Liquidation Value:	$1,000 per share, $ 525,000
Conversion Price:	$1,000 per share
Conversion Rate:	.01—Liquidation Value divided by Conversion Price ($10.00/$1,000)
Voting Rights:	None
Dividends:	10%—Quarterly—Commencing April 30, 2002
Conversion Period:	Any time

Cumulative dividends in arrears at December 31, 2014 were $ 660,000

Series E Convertible Preferred Stock

Liquidation Value:	$22.00 per share, $418,488
Conversion Price:	$800.00 per share
Conversion Rate:	.0275—Liquidation Value divided by Conversion Price ($22.00/$800)
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, 2014 were $558,173

Issuance of Securities

Common Stock  

Issuance of Common Stock for Cash

During 2014, the company issued 1,237,125 shares for $1,979,400 in equity proceeds emanating from the sale of unregistered stock associated with two private placements (PIPE) “Private Placement in Public Entity” at $1.60 per share.

Our officers and directors own an aggregate 16,661,615 shares of common stock which is approximately 86 % of our outstanding common stock.  

The Company does not have any outstanding stock options.

Warrants outstanding

							Weighted
			Weighted				Average
			Average		Aggregate		Remaining
	Options and		Exercise		Intrinsic		Contractual
	Warrants		Price		Value		Life (Years)
Outstanding at December 31, 2012		—	$	—		—		—
Granted		—	$	—		—		—
Exercised		—		—		—		—
Expired		—		—		—		—
Outstanding at December 31, 2013		—	$	—		—		—
Outstanding as result of the merger		62,140		4.00		—		9.00
Granted		81,298		1.60		—		4.50
Expired		(130)		4.00		—		—
Outstanding at December 31. 2014		143,308	$	2.64		—		6.46