Annual report pursuant to section 13 and 15(d)

STOCKHOLDERS' EQUITY

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STOCKHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2012
STOCKHOLDERS' EQUITY [Abstract]  
STOCKHOLDERS' EQUITY

NOTE 15 - STOCKHOLDERS' EQUITY


Common stock issued for cash


On July 14, 2011, the Company issued 250,000 shares of common stock at $0.10 per share to one accredited investor in exchange for $25,000.


On May 16, 2011, the Company issued 500,000 shares of common stock at $0.10 per share to three accredited investors in exchange for $50,000.


On January 7, 2011, the Company issued 3,000,000 shares of common stock at $0.05 per share to its then new director and Chief Operating Officer in exchange for $150,000 (See below for compensation component of this issuance).


On January 7, 2011, the Company issued 50,000 shares of common stock at $0.10 per share to one accredited investor in exchange for $5,000.


Common stock based payments for services


On January 2, 2012, the Company granted 100,000 shares of common stock valued at their fair value of $10,000 to an independent director in payment of director fees for the coming year which was fully expensed as of December 31, 2012.


On December 31, 2011, the Company issued 500,000 shares of common stock valued at $0.05 per share or $25,000 to its Chief Operating Officer in payment for services for the three months ended December 31, 2011. The shares were valued based on the quoted market price.



On July 1, 2011, the Company issued 500,000 shares of common stock valued at $0.10 per share or $50,000 to its Chief Operating Officer in payment for services for the three months ended September 30, 2011. The shares were valued based on contemporaneous sales to unrelated third party investors.


On June 7, 2011, the Company issued 200,000 shares of common stock valued at $0.10 per share or $20,000 to its two independent directors in payment of director fees for the coming year. The shares were valued based on contemporaneous sales to unrelated third party investors.


On May 27 2011, the Company issued 100,000 shares of common stock valued at $0.10 per share or $10,000 in connection with a one year financial communications agreement. The shares were valued based on contemporaneous sales to unrelated third party investors.


On April 2, 2011, the Company issued 300,000 shares of common stock valued at $0.10 per share or $30,000 in connection with a one year investor relations agreement. The shares were valued based on contemporaneous sales to unrelated third party investors.


On April 1, 2011, the Company issued 500,000 shares of common stock valued at $0.10 per share to or $50,000 its Chief Operating Officer in payment for services for the three months ended June 30, 2011. The shares were valued based on contemporaneous sales to unrelated third party investors.


On January 7, 2011, the Company issued 500,000 shares of common stock valued at $0.10 per share or $50,000 to its Chief Operating Officer in payment for services for the three months ended March 31, 2011. The shares were valued based on contemporaneous sales to unrelated third party investors. In addition as discussed above, the officer on January 7, 2011 paid $0.05 per share for 3,000,000 shares that had a fair value of $0.10 per share or $300,000 resulting in $150,000 of compensation expense.


Common stock issued for the conversion of notes


On March 6, 2012, a convertible note in the amount of $137,500 was converted into 1,833,333 shares of common stock at the contractual conversion rate $0.075 per share (see Note 9).