Common Stock

9 Months Ended

Sep. 30, 2012

Common Stock [Abstract]

Common Stock

Note 7.                      Common Stock

In July 2010, the Company executed a Purchase Agreement, License and Development Agreement and Registration Rights Agreement (the "Agreements"), with VC Energy I, LLC of Las Vegas, NV, or VC Energy.  Concurrently, the Company sold VC Energy 200,000 shares of the Company's unregistered common stock at a price of $2.50 per share, issued VC Energy 200,000 warrants exercisable at $2.75 per share, and also granted VC Energy an option to acquire another 400,000 shares of the Company's unregistered common stock at a price of $2.50 per share, and 400,000 warrants exercisable at $2.75 per share.

In September 2010, the Company executed Amendment Number 1, effective September 15, 2010 (the "Amendment") to the Purchase Agreement with VC Energy.  The purpose of the Amendment was to modify certain of the purchase terms in the Purchase Agreement, and VC Energy exercised its option to purchase 200,000 shares of the Company's common stock for $500,000 which VC Energy paid for by delivering its unsecured promissory note to the Company for $500,000, payable in installments over a 12 month period, with the first $200,000 of such installments due bi-weekly between September 30, 2010 and December 30, 2010 and the final $300,000 due September 15, 2011.  The promissory note provided for acceleration in the event of default and a default interest rate of 8% per annum.  The Company also delivered 200,000 warrants to purchase shares of its common stock at an exercise price of $2.50 per share.  Under the Amendment, the Company transferred all 200,000 shares and 200,000 warrants to an Escrow Agent, and the shares and warrants were to be released ratably to VC Energy as installments payments due the Company were received.  VC Energy made all installment payments due through December 2010, and the escrow agent delivered 80,000 shares and 80,000 warrants to VC Energy, with the remaining shares and warrants continuing to be held by the escrow agent.  In addition, VC Energy's option to purchase the remaining 200,000 shares of the Company's common stock was extended to December 31, 2010 and then a second time to March 1, 2011, on the same terms as the original Purchase Agreement.  VC Energy did not exercise the purchase option for the additional 200,000 shares on or before March 1, 2011.  At each extension date, the Company recorded a deemed dividend for the increase in value of the purchase option as a reduction to Accumulated Deficit and an increase to the Additional Paid In Capital accounts.

In August 2011, the Company and VC Energy signed a Termination Agreement and terminated the License and Development Agreement dated June 29, 2010, the Promissory Note dated September 15, 2010 and the Escrow Agreement dated September 15, 2010.  Included in these agreements was VC Energy's option to purchase the unpaid balance of 120,000 shares of the Company's common stock for $300,000.  All other agreements between the Company and VC Energy remain in force, except to the extent the provisions contained in them are inconsistent with the terms and conditions of the Termination Agreement.  In September 2011, the Company cancelled the 120,000 shares of common stock that were returned by operation of the Termination Agreement.  Additional information is available in the Form 8-K filed by the Company on September 12, 2011.

In April 2012, the Company and VC Energy terminated the remaining agreements in effect, and VC Energy waived certain provisions regarding the remaining warrants held, including the removal of the "down-round" provision, and subsequently assigned those warrants to other, non-VC Energy holders.  As a result, the Company will no longer be required to account for the future changes in the Company's stock price after the second quarter of 2012, with regards to the warrants previously held by VC Energy.

In both the VC Energy Agreements and the Amendment, the Company accounted for the warrants issued within the transaction with a provision that protects holders from declines in the stock price ("down-round" provisions) as a derivative security at fair value with future changes in fair value recorded in earnings.  As of September 30, 2012, the Company has recorded a liability of $-0- to reflect the fair value of the outstanding warrants, to reflect the removal of the "down-round" provision.  However, through the second quarter of 2012, the Company was periodically required to re-measure the fair value of the remaining warrants at the Balance Sheet date, with adjustments in the value recorded through the income statement as a gain or loss.  During the three months ended September 30, 2012 and 2011, the Company recorded a gain of $-0- and $316,500, respectively, on the revaluation and partial cancellation from the two issuances of the warrants to the end of the period.  During the nine months ended September 30, 2012 and 2011, the Company recorded a gain of $12,200 and $669,500, respectively, on the revaluation and partial cancellation from the two issuances of the warrants to the end of the period, which includes the gain from the cancellation of 120,000 warrants as a result of the Termination Agreement.

In December 2010, the Company executed a Financial Public Relations Agreement with Strategic Asset Management, Inc. ("SAMI").  The Company engaged SAMI as its non-exclusive financial public relations counsel for a term of three years.  For its services, the Company issued SAMI 150,000 shares of the Company's unregistered common stock.  The Company is recording a non-cash charge to earnings of approximately $305,000 ratably over a 36-month period starting in December 2010.  For each of the three months ended September 30, 2012 and 2011, the charge to earnings was $25,400.  For each of the nine months ended September 30, 2012 and 2011, the charge to earnings was $76,100.

In August 2011, the Company issued 100,000 shares of common stock to SAMI for additional services performed in connection with the December 2010 consulting agreement.  To reflect the entire value of the stock issued, the Company is taking a charge to earnings of $150,000 through December 2013, the ending date of the consulting agreement.  For the three months ended September 30, 2012 and 2011, the charge to earnings was $24,800 and $31,200, respectively.  For the nine months ended September 30, 2012 and 2011, the charge to earnings was $71,400 and $31,200, respectively.

In December 2010, the Company executed a Consulting Agreement with SLD Capital Corporation ("SLD").  The Company engaged SLD to provide business consulting services for a term of eighteen months.  For its services, the Company issued SLD 110,000 shares of the Company's unregistered common stock.  The Company recorded a non-cash charge to earnings of approximately $334,000 ratably over an 18-month period starting in December 2010.  For the three months ended September 30, 2012 and 2011, the charge to earnings was $-0- and $55,700, respectively.  For the nine months ended September 30, 2012 and 2011, the charge to earnings was $98,900 and $167,200, respectively.

In November 2011, the Company issued 50,000 shares of unregistered common stock to Rakgear, Inc. for business consulting services.  To reflect the entire value of the stock issued, the Company is taking a non-cash charge to earnings of $73,000 ratably through November 2012, the ending date of the agreement.  For the three months and nine months ended September 30, 2012, the charge to earnings was $18,250 and $54,750, respectively.

In February 2012, the Company issued 15,000 shares of unregistered common stock to Financial Insights, for investor relations services for a three month period.  The Company recorded a non-cash charge to earnings of $19,500 during the three month period for these shares.  In July 2012, Financial Insights returned all of these shares of common stock to the Company as part of an agreement and the Company reversed this charge to earnings.

In March 2012, the Company issued 80,000 shares of unregistered common stock to Newport Coast Securities for financial and investor relations services.  To reflect the entire value of the stock issued, the Company took a non-cash charge to earnings of $104,000 ratably through May 2012, the ending date of the agreement.  For the three months and nine months ended September 30, 2012, the charge to earnings was approximately $-0- and $104,000, respectively.

In August 2012, the Company issued 60,000 shares of unregistered common stock to Equiti-trend Advisors LLC/JT Trading, LLC for public relations and corporate communication services.  To reflect the entire value of the stock issued, the Company will take a non-cash charge to earnings of $75,000 ratably through January 2013, the ending date of the agreement.  For the three months ended September 30, 2012, the charge to earnings was approximately $11,500.