Equity

3 Months Ended

Jun. 30, 2011

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 5. Stockholders’ Equity (Deficit)

Preferred Stock — On August 28, 2008, our stockholders approved an increase in the number of authorized shares of our preferred stock from 1,000,000 to 5,000,000 shares. Our board of directors has the authority, without action by the stockholders, to designate the rights, preferences and privileges of each series, any or all of which may be greater than the rights of our common stock. No shares of preferred stock have been designated or issued. On May 19, 2010, a Certificate of Amendment was filed giving effect to the increase in the number of authorized preferred shares to 25,000,000.

Common Stock — Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the holders of our common stock. Subject to the rights of the holders of any class of our capital stock having any preference or priority over our common stock, the holders of shares of our common stock are entitled to receive dividends that are declared by our board of directors out of legally available funds. In the event of our liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in our net assets remaining after payment of liabilities, subject to prior rights of preferred stock, if any, then outstanding. Our common stock has no preemptive rights, conversion rights, redemption rights or sinking fund provisions, and there are no dividends in arrears or default. All shares of our common stock have equal distribution, liquidation and voting rights, and have no preferences or exchange rights.

On August 28, 2008, our stockholders approved an increase in the number of authorized shares of our common stock from 20,000,000 to 99,000,000. A Certificate of Amendment was filed May 19, 2010, giving effect to the increase in the number of authorized common shares to 400,000,000.

Common Stock Issuances — In 2009, we issued 400,000 shares of our common stock for future software development services valued at $100,000 based on the closing market price on the date of issuance of the shares, pursuant to a three-year contract with Treemo, Inc. As of December 31, 2009, none of the software development services had been utilized, and accordingly these costs were recorded as prepaid expenses in our balance sheet as of that date. During 2010, management determined that our ability to utilize this prepaid was impaired and accordingly we recorded a $90,000 reduction of the prepaid to operating expenses during 2010.

On December 4, 2009, we entered into an agreement with Fuselier Holdings I, Inc. (“Fuselier Holdings”). Under the terms of the agreement, Fuselier Holdings will negotiate with vendors on our behalf and settle certain accounts payable in exchange for shares of our common stock. We receive cash under the terms of the agreement from Fuselier Holdings, and such cash is used to settle certain accounts payable at our discretion. Fuselier Holdings is authorized under the agreement to settle accounts payable in incremental amounts up to $25,000, and negotiate settlement in shares of our common stock at a per share price determined by averaging the closing price of the previous three (3) full trading days as reported on the over-the-counter bulletin board (“OTCBB”) commencing on the day immediately preceding the day on which our stock is deemed to be freely tradable upon delivery to Fuselier Holdings, or a mutually agreed upon price (“Per Share Price Calculation”). On December 4, 2009, we also entered into a consulting agreement with Dr. Jean Fuselier Sr., whereby we will issue shares of our common stock to Dr. Fuselier equal to the amount of the accounts payable settled, at a per share price determined in accordance with the Per Share Price Calculation. In January 2010, 654,450 shares of our common stock were issued or issuable to Dr. Fuselier for services valued at $25,000 under the contract as previously discussed above, and 797,658 shares of our common stock were issued or issuable to Fuselier Holdings in settlement of accounts payable totaling $25,000. In February 2010, 1,250,000 shares of our common stock were issued or issuable to Dr. Fuselier for services valued at $25,000 under the contract as previously discussed above, and 1,250,000 shares of our common stock were issued or issuable to Fuselier Holdings in settlement of accounts payable totaling $25,000.

In April 2010, we amended our agreement with Fuselier Holdings, such that if our common stock closed at prices below $0.03 per share at three mutually agreed upon intervals during April 2010, we would issue shares of our common stock to Fuselier Holdings at a per share price of $0.02 rather than the price determined in accordance with the Per Share Price Calculation. In addition, we agreed that, for a period of 180 days after the date of issuance, should Fuselier Holdings sell the stock and be unable to receive net proceeds equal to $8,000, at our option, we will either issue additional shares to Fuselier Holdings or pay cash such that the amount received by Fuselier Holdings is equal to $8,000. In April 2010, we also amended our consulting agreement with Dr. Jean Fuselier, previously described above, such that our common stock closed at prices below $0.03 per share at three mutually agreed upon intervals during April 2010, we would issue shares of our common stock to Dr. Jean Fuselier equal to the amount of the accounts payable settled, at a per share price of $0.02 rather than the price determined in accordance with the Per Share Calculation. In addition, we agreed that, for a period of 180 days after the date of issuance, should Dr. Fuselier sell the stock and be unable to receive net proceeds equal to $8,000, at our option, we will either issue additional shares to Dr. Jean Fuselier or pay cash such that the amount received by Dr. Fuselier is equal to $8,000. The amendments to the Fuselier Holdings agreement and the Dr. Jean Fuselier consulting agreement were only applicable to the April 2010 settlement of $8,000 in accounts payable and not to future or past Fuselier Holdings or Dr. Jean Fuselier consulting agreement transactions. In April 2010, 400,000 shares of our common stock were issued or issuable to Dr. Fuselier for services valued at $8,000 under the amended contract, and 400,000 shares of our common stock were issued or issuable to Fuselier Holdings in settlement of accounts payable totaling $8,000. As a result of the April 2010 amendment, in June 2010 we issued an additional 400,000 shares of our common stock to Fuselier Holdings and in June 2010 we issued an additional 400,000 shares of our common stock to Dr. Jean Fuselier. There is no further obligation to issue shares under this agreement.

In January 2010, we issued 400,000 shares of our common stock for $20,000 in legal services. In February 2010, we issued 133,333 shares of our common stock for approximately $9,000 of legal services to settle accounts payable.

In February 2010, we entered into a one-year agreement with Moxie Ventures, Inc. for business development services. Pursuant to the terms of the agreement, we will issue Moxie Ventures, Inc. $5,000 in shares of our common stock on a monthly basis, as determined by dividing $5,000 by the closing price of our common stock as of the first five trading days of each month, up to a maximum of 20,000 shares per month. In addition, under the terms of the agreement, we will pay them certain cash success fees upon capital raising activities. During 2010, an aggregate of 220,000 shares of our common stock were issuable under the agreement, and we recorded $55,000 in related operating expense. In the first quarter of 2011, an additional 20,000 shares of our common stock were issuable under the terms of the agreement and we recorded $5,000 in operating expense.

In March 2010, in connection with the promissory note transaction described in Note 4, we also entered into an advisory services agreement with the noteholder, pursuant to which we will issue him 150,000 shares of our common stock over a period of 12 months for services rendered under the agreement. In the first quarter of 2010, 12,500 shares were issued or issuable under the terms of the agreement and accordingly we recorded expense of $375 during the three months ended March 31, 2010 related to the value of the shares based on the closing price of our common stock on March 31, 2010. In the second quarter of 2010, 37,500 shares were issued or issuable under the terms of the agreement and accordingly we recorded expense of approximately $570 for the three months ended June 30, 2010, related to the value of the shares based on the closing price of our common stock on June 30, 2010. In the third quarter of 2010, 37,500 shares were issued or issuable under the terms of the agreement and accordingly we recorded expense of approximately $900 for the three months ended September 30, 2010, related to the value of the shares based on the closing price of our common stock on September 30, 2010. In the fourth quarter of 2010, an additional 37,500 shares were issued or issuable under the terms of the agreement and accordingly we recorded approximately $750 in operating expense based on the closing price of our common stock on December 31, 2010. In the first quarter of 2011, an additional 25,000 shares were issued or issuable under the terms of the agreement and accordingly we recorded approximately $250 in operating expense based on the closing price of our common stock on March 31, 2011. There are no additional shares issuable under the terms of this agreement.

In the first quarter of 2010, 75,000 shares of our common stock were issued or issuable to consultants for services provided. The aggregate fair value of the shares of approximately $2,000 based on the closing price of our common stock on March 31, 2010 was recorded to operating expenses in the first quarter of 2010. In the second quarter of 2010, 45,000 shares of our common stock were issued or issuable to consultants for services provided. The aggregate fair value of the shares of approximately $675 based on the closing price of our common stock on June 30, 2010 was recorded to operating expenses in the second quarter of 2010. In September 2010, we entered into a one-year agreement with a consultant for services. Pursuant to the term of the agreement, we will issue the consultant 40,000 shares of our common stock on a monthly basis. In the third quarter of 2010, 70,000 shares of our common stock were issued or issuable to a consultant for services provided. The aggregate fair value of the shares of approximately $1,700 based on the closing price of our common stock on September 30, 2010 was recorded to operating expenses in the third quarter of 2010. In the first quarter of 2011, 120,000 shares of our common stock were issued or issuable to a consultant for services provided under the terms of the agreement as described above. The aggregate fair value of the shares of approximately $1,200 based on the closing price of our common stock on March 31, 2011 was recorded to operating expenses in the first quarter of 2011. In the second quarter of 2011, 120,000 shares of our common stock were issued or issuable to a consultant for services provided. The aggregate fair value of the shares of approximately $1,200 based on the closing price of our common stock on June 30, 2011 was recorded to operating expenses in the second quarter of 2011.

In March 2010, we entered into an agreement with a consultant for capital raising services. Under the terms of the agreement, we issued the consultant 150,000 shares of our common stock upon signing. An additional 650,000 shares are issuable on a performance basis pursuant to the terms of the contract. In any event, if the consultant secures financing for the Company of $1,000,000 or more, all 800,000 shares become immediately earned and issuable. The consultant is also entitled to a 10% cash fee and 5% warrant coverage on qualified financings, such warrants to be two-year warrants with exercise price at 10% above the price of the qualified financing and be provided piggyback registration rights.

On March 19, 2010, we issued 1,000,000 shares of our common stock for cash at $0.01 per share for gross proceeds of $10,000. On March 22, 2010, we issued 500,000 shares of our common stock for cash at $0.01 per share for gross proceeds of $5,000. On March 25, 2010, we issued 1,000,000 shares of our common stock for cash at $0.01 per share for gross proceeds of $10,000. On March 29, 2010, we issued 600,000 shares of our common stock for cash at $0.025 per share for gross proceeds of $15,000.

In April 2010, we entered into a nine-month agreement with a consultant for investor relations services. Pursuant to the terms of the agreement, we issued the consultant 300,000 shares of our common stock upon signing of the agreement. The aggregate fair value of the shares of approximately $12,000 based on the closing price of our common stock was recorded to operating expenses in the second quarter of 2010. Under the terms of the agreement, an additional 200,000 shares of the agreement are issuable to the consultant for future services pursuant to the terms of the contract, none of which were issuable as of June 30, 2011 or December 31, 2010.

In the second quarter of 2010, we entered into a consulting agreement with a company for advisory services. Under the terms of the agreement, we issued 1,000,000 shares of our common stock to the consultant for prior services. The fair value of the shares of approximately $16,000 based on the closing price of our common stock on April 28, 2010 was recorded to operating expenses in the second quarter of 2010.

In the second quarter of 2010, we entered into a consulting agreement with an individual for advisory services. Under the terms of the agreement, we issued 1,000,000 shares of our common stock to the consultant for prior services. The fair value of the shares of approximately $16,000 based on the closing price of our common stock on April 28, 2010 was recorded to operating expenses in the second quarter of 2010.

In July 2010, we entered into a six-month consulting agreement for business advisory services, pursuant to which we will issue the consultant 100,000 shares of our common stock per month and pursuant to which 300,000 shares of our common stock were issued or issuable to the consultant for services provided as of September 30, 2010. The aggregate fair value of the shares of approximately $7,000 based on the closing price of our common stock on September 30, 2010 was recorded to operating expenses in the third quarter of 2010. In the fourth quarter of 2010, an additional 300,000 shares of our common stock were issued or issuable to the consultant for services provided. The aggregate fair value of the shares of approximately $6,000 based on the closing price of our common stock on December 31, 2010 was recorded to operating expenses in the fourth quarter of 2010. No further shares are issuable under this agreement.

In July 2010, we entered into an advisory services agreement with a consulting firm, pursuant to which we issued 2,000,000 shares of our common stock valued at $30,000 for services.

On August 6, 2010, we issued 133,333 shares of our common stock to a vendor in payment of finance charges.

In October 2010, we entered into advisory services agreements with two consultants whereby we agreed to issue an aggregate of 11,250,000 shares of our common stock for services over the one-year term of the agreements.

Stock Incentive Plans — In May 2009, our board of directors approved the 2009 Employee Stock Incentive Plan (the “2009 Plan”). Under the 2009 Plan, up to 6,000,000 shares of our common stock may be issued to directors, employees or consultants pursuant to share awards or options to purchase our common stock. We filed a Form S-8 on June 12, 2009 to register the shares of common stock issuable under the 2009 Plan. On February 11, 2010, we amended our 2009 Plan and filed a revised Form S-8 increasing the number of reserved shares to 15,000,000. On May 7, 2010, we again amended our 2009 Plan and filed a subsequent revision to the Form S-8, increasing the number of reserved shares to 35,000,000.

Employee Stock Options — Stock options to purchase shares of our common stock are granted under our 2009 Plan to certain employees and consultants, at prices at or above the fair market value on the date of grant.

Non-cash compensation expense is recognized on a straight-line basis over the applicable vesting periods of one to five years, based on the fair value on the grant date. The vesting period is deemed to be the requisite service period. Certain option and share awards provide for accelerated vesting if there is a change in control (as defined in the 2009 Plan and certain employment agreements we have with key officers).

The fair value of stock-based option awards was estimated at the date of grant using the Black-Scholes option valuation model with the following weighted average assumptions for the periods presented as follows:

	Three months ended		Six months ended
	June30,		June 30,
	2011	2010	2011	2010
Expected dividend yield	0%	0%	0%	0%
Risk free interest rate	1.76%	1.96%	1.76%	2.62%
Expected stock volatility	162%	162%	162%	162%
Expected option life	5.8 years	5.8 years	5.8 years	5.7 years
Fair value of options granted	$ 0.01	$ 0.01	$ 0.01	$ 0.02

As of June 30, 2011, we had approximately $187,000 of total unrecognized compensation cost related to unvested stock options. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. We expect to recognize this cost over a weighted average period of approximately 2.5 years.

As of June 30, 2011, there were 17,426,730 stock options outstanding with a weighted average exercise price of $0.003 per share and a weighted average remaining contractual life of 6.8 years. Of these, 10,660,063 stock options were exerciseable with a weighted average exercise price of $0.005 per share and weighted average remaining contractual life of 8.2 years. The intrinsic value of stock options outstanding of $125,100 and exercisable of $91,400 at June 30, 2011 is based on the $0.01 closing market price of our common stock on that date, and is calculated by aggregating the difference between $0.01 and the exercise price of each of the outstanding vested and unvested stock options which have an exercise price less than $0.01. The total fair value of options that vested during the three months ended June 30, 2011 and 2010, net of forfeitures, was approximately $47,000 and $78,000 respectively. The total fair value of options that vested during the six months ended June 30, 2011 and 2010, net of forfeitures, was approximately $67,000 and $166,000 respectively.

Non-Employee Stock Option Grants — In 2010, we granted options under our 2009 Plan to purchase an aggregate of 2,901,730 shares of our common stock at an exercise price of $0.001 pursuant to our CEO’s employment contract. In June 2011, we granted options to purchase an additional 3,016,667 shares of our common stock at an exercise price of $0.001 pursuant to our CEO’s employment contract. As the options were fully vested on the date of grant as described in Note 6, we recognized immediate expense of approximately $67,000 in 2010 and $30,000 in 2011, respectively, related to the fair value of the options. The options have a 10-year term.

In January 2010, we issued options, pursuant to terms of a consulting agreement for software design services, to a consultant to purchase 55,000 shares of our common stock at an exercise price of $0.05 per share, of which options 10,000 vested immediately and the remainder vested in equal monthly installments of 5,000 options through September 2010 pursuant to the terms of the software design services contract.

In June 2009, we issued options under our 2009 Plan to purchase 1,000,000 shares of our common stock at an exercise price of $0.001 to our former Chief Development Officer, who is engaged in software development. The options vested as follows: 1/3 vested immediately, and the remainder vested monthly over two years beginning June 1, 2008. Through June 30, 2010, we recorded expense of approximately $129,800 related to the fair value of the options, which was determined using the Black-Scholes model using the following assumptions: stock price of $0.13, volatility of 162%, risk free rate of 3.40%, expected term of 5.75 years, dividend yield of 0.0%. The options expire on May 15, 2019.

In June 2009, we issued options under our 2009 Plan to purchase 1,000,000 shares of our common stock at an exercise price of $0.001 to Armada Capital, who is engaged in providing advisory services to the Company. The options vested as follows: 1/3 vested immediately, and the remainder vested monthly over two years beginning June 1, 2008. Through June 30, 2010, we recorded expense of approximately $129,800 related to the fair value of the options, which was determined using the Black-Scholes model using the following assumptions: stock price of $0.13, volatility of 162%, risk free rate of 3.40%, expected term of 5.75 years, dividend yield of 0.0%. The options expire on May 15, 2019.

In June 2009, we issued options under our 2009 Plan to purchase 1,500,000 shares of our common stock at an exercise price of $0.001 to Brook Lang, who was engaged in providing management services to the Company and is now the Company’s CEO. The options vested as follows: 1/3 vested immediately, and the remainder vested monthly over two years beginning June 1, 2008. Through June 30, 2010, we recorded expense of approximately $195,000 related to the fair value of the options, which was determined using the Black-Scholes model using the following assumptions: stock price of $0.13, volatility of 162%, risk free rate of 3.40%, expected term of 5.75 years, dividend yield of 0.0%. The options expire on May 15, 2019.

In August 2009, we issued options under our 2009 Plan to purchase 60,000 shares of our common stock at an exercise price of $0.01 per share to a consultant engaged in providing strategic advisory services to our company, of which options 20,000 vested immediately and the remainder vest in equal monthly installments of 5,000 options through August 2010 pursuant to the terms of the advisory services contract. Through September 30, 2010, we recorded expense of approximately $6,400 related to the fair value of the options, which was determined using the Black-Scholes model using the following assumptions: stock price of $0.11, volatility of 162%, risk free rate of 1.78%, expected term of three years, dividend yield of 0.0%. The options expire on August 10, 2014.

Warrants — On May 10, 2010, we entered into an agreement with a consultant for financial and business advisory services. Under the terms of the agreement, we issued a five-year fully-vested warrant to purchase up to 200,000 shares of our common stock at an exercise price of $0.01 and on May 31, 2010, we issued a five-year fully vested warrant to purchase up to 100,000 shares of our common stock at an exercise price to the consultant for services rendered under the agreement. The warrants were recorded as expense in the second quarter of 2010 at their fair value of approximately $3,000, which was determined using the Black-Scholes model using the following assumptions: stock price of $0.01, volatility of 162%, risk free rate of 2.26%, expected term of 5 years, dividend yield of 0.0%. We evaluated the warrants and determined that the warrants do not contain any provisions equivalent to net-cash settlement provisions, and accordingly are accounted for as equity. Additional warrants were granted during July and August 2010 to this consultant pursuant to the terms of the consulting agreement. During July 2010, we issued five-year warrants to purchase an additional 500,000 shares of our common stock at an exercise price of $0.01 per share for financial and advisory services to the same consultant. The warrants were recorded as expense in the third quarter of 2010 at their fair value of approximately $6,000, which was determined using the Black-Scholes model using the following assumptions: stock price of $0.01, volatility of 162%, risk free rate of 2.26%, expected term of 5 years, dividend yield of 0.0%. We evaluated the warrants and determined that the warrants do not contain any provisions equivalent to net-cash settlement provisions, and accordingly are accounted for as equity.

On August 2, 2010, the consulting agreement was amended to provide for the issuance to the consultant of 20% of any shares or warrants issued under an August 2010 agreement with a public relations and marketing consulting firm. Accordingly, in August 2010, we issued two-year warrants to purchase an additional 220,000 shares of our common stock at an exercise price of $0.001 per share to the consultant under the terms of the consulting agreement, as amended and two-year warrants to purchase an additional 140,000 shares of our common stock at an exercise price of $0.05 per share under the terms of the consulting agreement, as amended (see below). The warrants were recorded as expense in the third quarter of 2010 at their fair value of approximately $4,000, which was determined using the Black-Scholes model using the following assumptions: stock price of $0.01, volatility of 162%, risk free rate of 0.56%, expected term of 2 years, dividend yield of 0.0%. We evaluated the warrants and determined that the warrants do not contain any provisions equivalent to net-cash settlement provisions, and accordingly are accounted for as equity.

Under a success-based arrangement discussed below, two-year warrants to purchase an additional 500,000 shares of our common stock at an exercise price of $0.05 per share and two year warrants to purchase an additional 500,000 shares of our common stock at an exercise price of $0.10 per share are also potentially issuable to the consultant.

In August 2010, we entered into an annual contract with a public relations and marketing consulting firm for services. Under the terms of the contract, we issued two-year warrants to purchase 400,000 shares of our common stock at an exercise price of $0.001 to the consulting firm for services. In addition, we are required to make monthly cash payments of $10,000, with the first two months’ cash payments deferred for two months. In August 2010, we issued two-year warrants to purchase 700,000 shares of our common stock at an exercise price of $0.001 per share for public relations and marketing services to the same public relations and marketing consulting firm. In addition, in August 2010, we issued additional two-year warrants to purchase 700,000 shares of our common stock at an exercise price of $0.05 to the same consulting firm for services under the agreement. The warrants were recorded as expense in the third quarter of 2010 at their fair value of approximately $21,000, which was determined using the Black-Scholes model using the following assumptions: stock price of $0.01, volatility of 162%, risk free rate of 0.53%, expected term of 2 years, dividend yield of 0.0%. We evaluated the warrants and determined that the warrants do not contain any provisions equivalent to net-cash settlement provisions, and accordingly are accounted for as equity.

In addition, we agreed to a success-fee arrangement with the public relations and marketing consulting firm, under which if certain performance criteria met, two-year warrants to purchase 2,500,000 shares of our common stock at an exercise price of $0.05 per share and two-year warrants to purchase 2,500,000 shares of our common stock at an exercise price of $0.10 per share are potentially issuable to the consulting firm as a success fee.

See discussion of warrants issued in connection with notes payable at Note 4, Notes Payable.

In March 2011, we issued fully vested five-year warrants to purchase an aggregate of 480,000 shares of our common stock at an exercise price of $0.001 per share for financial and advisory services to a consultant. The warrants were recorded as expense in the first quarter of 2011 at their fair value of approximately $4,700, which was determined using the Black-Scholes model using the following assumptions: stock price of $0.01, volatility of 162%, risk free rate of 0.80%, expected term of 5 years, dividend yield of 0.0%. We evaluated the warrants and determined that the warrants do not contain any provisions equivalent to net-cash settlement provisions, and accordingly are accounted for as equity.

In April 2011, we issued fully vested five-year warrants to purchase an aggregate of 360,000 shares of our common stock at an exercise price of $0.001 per share for financial and advisory services to a consultant. The warrants were recorded as expense in the second quarter of 2011 at their fair value of approximately $4,300, which was determined using the Black-Scholes model using the following assumptions: stock price of $0.01, volatility of 162%, risk free rate of 1.79%, expected term of 5 years, dividend yield of 0.0%. We evaluated the warrants and determined that the warrants do not contain any provisions equivalent to net-cash settlement provisions, and accordingly are accounted for as equity.

The following summarizes warrant activity during the six months ended June 30, 2011 (in thousands):


Warrants outstanding, December 31, 2010		16,223
Warrants issued		6,427
Warrants exercised		—
Warrants expired		—

Warrants outstanding, June 30, 2011		22,650

Weighted average exercise price, June 30, 2011	$	0.03

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
-Article 5

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB TOPIC 4.E)
-URI http://asc.fasb.org/extlink&oid=6228006&loc=d3e74512-122707

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB TOPIC 4.C)
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 129
-Paragraph 2, 3, 4, 5, 6, 7, 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.29-31)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph d

Reference 15: http://www.xbrl.org/2003/role/presentationRef
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Reference 16: http://www.xbrl.org/2003/role/presentationRef
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+ Details

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