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PREFERRED STOCK
6 Months Ended
Jun. 30, 2012
Equity [Abstract]  
NOTE 9 - PREFERRED STOCK

The Company is authorized to issue 25,000,000 shares of preferred stock, of which 2,500,000 shares are designated as series A convertible redeemable preferred stock with a par value of $0.001.  As of June 30, 2012 and December 31, 2011, there were 5,343,120 and -0- shares of series A convertible redeemable preferred stock issued and outstanding, respectively.  The shares have the following provisions:

 

Dividends

 

Series A convertible redeemable shares have no dividend rights.

 

Liquidation Preferences

 

In the event of liquidation, following the sale or disposition of all or substantially all of the Company’s assets, the holders of the Series A Convertible Redeemable Preferred Stock shall be entitled to receive, an amount equal to the per share price of the stock ($0.0025 per share) plus all declared and unpaid dividends.  

 

Voting Rights

 

Series A convertible redeemable shares have no voting rights.

 

Conversion

 

Each share of series A convertible redeemable preferred stock is convertible, at the option of the holder, at any time within four years of issue, and upon payment of $0.40 per share, into two fully paid and non-assessable shares of the Company’s common.

 

Redemption

 

At any time after four years of issuance, the Company may redeem, at the discretion of the Board of Directors, any or all of the series A convertible redeemable preferred stock for the per share price of the stock ($0.0025 per share).

 

Preferred Stock Activity for the Six Month Period Ended June 30, 2012

 

On January 2, 2012, the Company issued 2,043,120 Series A Convertible Redeemable Preferred Stock at purchase price of $0.0025 per share for $5,108.

 

On June 4, 2012, the Company issued 3,300,000 Series A Convertible Redeemable Preferred Stock as consideration for the purchase of all of the outstanding shares of ACT Smartware GmbH (see Note 5).