Preferred Stock and Warrants

3 Months Ended

Mar. 31, 2015

Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]

Preferred Stock and Warrants

Note 8. Preferred Stock and Warrants

A summary of the Company’s preferred stock as of March 31, 2015 and December 31, 2014 is as follows.

	March 31,		December 31,
	2015		2014
	(unaudited)
	Shares Issued &		Shares Issued &
Offering	Outstanding		Outstanding
Series A convertible		47,250		47,250
Series B convertible, 10% cumulative dividend		93,750		93,750
Series C convertible, 10% cumulative dividend		38,333		38,333
Series D convertible, 10% cumulative dividend		-		175,000
Series E convertible, 10% cumulative dividend		19,022		19,022
Total Preferred Stock		198,355		373,355

As of March 31, 2015 and December 31, 2014, the Company had cumulative preferred undeclared and unpaid dividends. In accordance with the Financial Accounting Standard Board’s Accounting Standards Codification 260-10-45-11, “Earnings per Share”, these dividends were added to the net loss in the net loss per share calculation.

On February 23, 2015, the Company reached an agreement with Ventana Medical Systems, Inc. to convert $175,000 stated value of Series D Preferred Stock and all outstanding accrued dividends of $656,250 for 12,000 shares of the Company’s common stock.

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 March 31, 2015 and December 31, 2014 were $530,038 and $520,665, respectively.

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 March 31, 2015 and December 31, 2014 were $154,288 and $151,413, respectively.

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 March 31, 2015 and December 31, 2014 were $568,177 and $558,173 respectively.

Warrants outstanding

					Weighted
		Weighted			Average
		Average		Aggregate	Remaining
	Options and	Exercise		Intrinsic	Contractual
	Warrants	Price		Value	Life (Years)
Outstanding at December 31, 2014	143,308	$	2.64	—	6.46
Granted	—	$	—	—	—
Exercised	—		—	—	—
Expired	—		—	—	—
Outstanding at December 31, 2013	143.308	$	2.64	—	6.46