XML 63 R13.htm IDEA: XBRL DOCUMENT v2.4.0.6
CAPITAL STRUCTURE
 3 Months Ended
Mar. 31, 2013
Stockholders Equity Note [Abstract]  
CAPITAL STRUCTURE
7.  CAPITAL STRUCTURE:
 
The Company’s capital structure consists of preferred and common stock as described below:
 
Preferred Stock – The Company is authorized to issue 10,000,000 shares of $.001 par value preferred stock.  The Company’s Board of Directors determines the rights and preferences of its preferred stock.
 
On January 31, 2007, the Company filed a Certificate of Designation with the Secretary of State of Delaware.  Effective with this filing, 2,000,000 preferred shares became Series 1 Convertible Preferred Stock.  Series 1 Convertible Preferred Stock will rank senior to Common Stock.
 
Series 1 Convertible Preferred Stock is convertible into 5.1 shares of the Company’s Common Stock.  The holder of the Series 1 Convertible Preferred Stock has the option to convert the shares to Common Stock at any time.  Upon conversion all accumulated and unpaid dividends will be paid as additional shares of Common Stock.
 
The dividend rate on Series 1 Convertible Preferred Stock is 8%.  Dividends are paid annually on December 31st in the form of additional Series 1 Convertible Preferred Stock unless the Board of Directors approves a cash dividend.  Dividends on Series 1 Convertible Preferred Stock shall cease to accrue on the earlier of December 31, 2009, or on the date they are converted to Common Shares.  Thereafter, the holders of Series 1 Convertible Preferred Stock have the same dividend rights as holders of Common Stock, as if the Series 1 Convertible Preferred Stock had been converted to Common Stock.
 
Common Stock – The Company is authorized to issue 65,000,000 shares of $.0001 par value Common Stock.  Each share of Common Stock entitles the holder to one vote at all stockholder meetings.  Dividends on Common Stock will be determined annually by the Company’s Board of Directors.
 
The changes in Series 1 Convertible Preferred Stock and Common Stock shares for the quarter ended March 31, 2013 is summarized as follows:
 
   
Series 1 Convertible
    
Common
  
   
Preferred Stock
    
Stock
  
Balance, December 31, 2012
     376,387       18,634,369  
Preferred Stock Conversions
     -       -  
Common Stock Issuances
     -       -  
Balance March 31, 2013
     376,387       18,634,369