Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2014 |
Equity [Abstract] | ' |
Shareholders' Deficit | ' |
NOTE 4 – Shareholders’ Deficit |
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Preferred Stock |
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The Board of Directors is authorized to issue shares of Series A Convertible Preferred Stock and to fix the number of shares in such series, as well as the designation, relative rights, powers, preferences, restrictions and limitations of all such series. In December 2003, the Company issued 386,208 shares of Series A Convertible Preferred Stock and 5,708 have not been converted to common stock at December 31, 2013. |
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During the six months ended June 30, 2014, the Company did not issue any Series A Convertible Preferred Stock. Series A Convertible Preferred Stock is convertible to one share of common stock and has a yield of 6.75% dividend per annum, which is paid quarterly on a calendar basis for a period of five years. |
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The Company is currently delinquent in making dividend payments pursuant to the terms of a settlement agreement, as disclosed in an 8-K released on May 9, 2009. The accrued balance due on Series A Convertible Preferred Stock dividends total $42,047 (unaudited) and $42,047 as of June 30, 2014 and December 31, 2013, respectively. The Company will commence dividend payments pursuant to the terms of a settlement agreement as funds are available. |
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Common Stock |
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In a private placement during the six months ended June 30, 2014, the Company sold 280,000 (unaudited) shares of common stock to accredited investors at a price of $0.50 per share for gross proceeds totaling $140,000 (unaudited). |
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No underwriters were used and no underwriting discounts or commissions were payable. The shares have been offered and sold by the Company in reliance upon the exemption from registration provided by Regulation D promulgated under the Securities Act of 1933, as amended. |
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The shares were offered and sold only to accredited investors; as such term is defined by Rule 501 of Regulation D. All of the shares sold in the private placement are restricted securities pursuant to Rule 144. |
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In a private placement during the year ended December 31, 2013, the Company sold 410,000 shares of common stock to accredited investors at a price of $0.50 per share for gross proceeds totaling $205,000. No underwriters were used and no underwriting discounts or commissions were payable. The shares have been offered and sold by the Company in reliance upon the exemption from registration provided by Regulation D promulgated under the Securities Act of 1933, as amended. The shares were offered and sold only to accredited investors; as such term is defined by Rule 501 of Regulation D. All of the shares sold in the private placement are restricted securities pursuant to Rule 144. |
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Debt Conversion |
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Effective January 31, 2014, the Company converted loans and related accrued interest totaling $142,769 into 285,539 shares of common stock at a value of $0.50 per share. |
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Equity Awards Granted to Employees |
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The following schedule summarizes the changes in the Company’s equity awards for the six months ended June 30, 2014. |
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| | Awards Outstanding and Exercisable | | | Exercise Price Per Share | | | Weighted Average Exercise Price Per Share | | | Weighted Average Remaining Contractual Life | | | Aggregate Intrinsic Value | |
Outstanding at January 1, 2014 | | | 502,500 | | | $ | 1.05 | | | $ | 1.05 | | | | 1.00 yrs | | | $ | - | |
Granted | | | | | | | | | | | | | | | | | | | | |
Exercised | | | | | | | | | | | | | | | | | | | | |
Cancelled/Expired | | | | | | | | | | | | | | | | | | | | |
Outstanding and exercisable at June 30, 2014 | | | 502,500 | | | $ | 1.05 | | | $ | 1.05 | | | | 0.50 yrs | | | $ | - | |
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Deadlines for the exercise of all options have been extended to December 31, 2014. On August 10, 2011, the Company’s Board of Directors extended the deadline for the exercise of the 460,000 options by one year from August 24, 2011 to August 24, 2012. The Company further extended the deadline to December 31, 2012 in a board meeting on August 23, 2012; and most recently extended the deadline to June 30, 2013 in a board meeting on December 12, 2012. The extensions were considered a modification of the original stock options. Accordingly, the Company revalued the stock options, which resulted in a charge to share-based compensation totaling $214,563 for the year ended December 31, 2012. |
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During the year ended December 31, 2012, a director of the Company exercised options for 7,500 shares of common stock at a strike price of $1.05 per share for total consideration of $7,875. |
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On May 2, 2013, the Company’s Board of Directors extended the deadline for the exercise of 452,500 options by six months from June 30, 2013 to December 31, 2013. The Company further extended the deadline to June 30, 2014 in a board meeting on December 21, 2013. The extensions are considered a modification of the original stock options. Accordingly, the Company revalued the stock options, which resulted in charges to share-based compensation totaling $193,997 for the year ended December 31, 2013. |
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On November 13, 2013, the Company granted options to one employee to purchase 50,000 shares of the Company’s common stock at an exercise price of $1.05 per share. The options vested on the date of grant. The quoted market price of the Company’s common stock was $0.70 per share on the grant date. The weighted average exercise price and weighted average fair value of these options on the date of grant were $1.05 per share. Stock option compensation totaling $16,719 was recognized during the quarter ended December 31, 2013. |
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On April 23, 2014, the Company’s Board of Directors extended the deadline for the exercise of the 502,500 options by six months from June 30, 2014 to December 31, 2014. Accordingly, the Company revalued the stock options, which resulted in a charge to share-based compensation totaling $50,986 during the quarter ended June 30, 2014. |
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All stock options were fully vested as of June 30, 2014 and December 31, 2013. Aggregate intrinsic value is calculated by determining the amount by which the market price of the stock exceeds the exercise price of the options on June 30, 2014, and then multiplying that amount by the number of options. The exercise price exceeds the market value of the stock on June 30, 2014; therefore the aggregate intrinsic value is zero. |
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Upon the exercise of stock options, the Company issues new shares that are authorized and not issued or outstanding. The Company does not plan to repurchase shares to meet stock option requirements. |
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The Black-Scholes options valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options. |