EQUITY

12 Months Ended

Dec. 31, 2011

EQUITY [Abstract]

EQUITY

NOTE 5 - EQUITY                                           

Shares issued for services

The Company entered into consulting agreement with a consultant that was effective January 10, 2008.  For a term of one year, the consultant will provide consulting services in connection with management consulting, corporate finance and shareholder communications and will use it best efforts to introduce the Company to various members of the financial community.  In consideration for the consultant's services the Company agreed to pay $1,000 per month until April 30, 2008 and $3,000 a month thereafter for the remainder of the one year term.  In accordance with the agreement, the Company issued 15,152 shares to the consultant valued at $45,000 upon the signing of the agreement and agreed to issue 12,121 shares to the consultant upon the closing of the Company's combination with a private company.  As the Company has not yet completed the combination with a private company, the Company has not accounted for the 12,121 shares.  These shares are restricted and have "piggy back" registration rights.  In the event that the consultant introduces the Company to an institution or individual that provides funding to the Company, then the Company will pay five percent of the total amount of the net transaction to the consultant.

Common shares issuable

As part of the 7th amendment dated in May 2009, the Company will receive from certain Note holders, up to $25,000 which will be used for working capital purposes.  Upon receipt of an aggregate $25,000, the Company shall issue a total of 1,250,000 shares of Common Stock.  If by September 20, 2009, the Company has not received a total of $25,000, then the Company shall issue common shares on a pro rata basis.  During the twelve months ended December 31, 2009, the Company received proceeds of $14,480 which has been recorded as common shares issuable in the accompanying consolidated balance sheet.  The pro rata common shares of 724,632 shares to be issued have been included in the weighted average shares outstanding calculation for the twelve months ended December 31, 2009.

As part of the 8th amendment dated March 9, 2010, the Company received from certain Note holders $13,500 in exchange for 270,000 shares of common stock.  The proceeds will be used for working capital purposes.  The common shares to be issued will be included in the weighted average shares outstanding calculation for the twelve months ending December 31, 2010.   

           On April 1, 2011, we entered into an Acknowledgment and Release with Beach Freeman Lim & Cleland, a California limited liability partnership ("Beach"), under which we agreed to issue Beach 75,600 shares of our common stock, restricted in accordance with Rule 144, in exchange for Beach agreeing to accept the shares in full satisfaction of any and all amounts we owe Beach.  As of December 31, 2011, we owed Beach approximately $75,589.75 for past services they provided to us. We expect to issue the shares during the three months ended March 31, 2012. The balance owed has been classified as an addition to common shares issuable within our stockholders' deficit section of our condensed consolidated balance sheet at December 31, 2011.

Warrants Outstanding

A summary of warrant activity and changes for the year ended December 31, 2011 and 2010 is presented below:

Warrants	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)
Outstanding and exercisable at December 31, 2009		212,663		$	1.29		4.8
Granted
Expired
Outstanding at December 31, 2010		212,663		$	1.29		3.8
Granted		-			-		-
Expired		(7,397	)	$	9.17		-
Outstanding and exercisable at December 31, 2011		205,266		$	1.29		2.8

Additional information regarding warrants outstanding as of December 31, 2011 is as follows:

Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (Years)		Number Exercisable		Intrinsic Value of Warrants at December 31, 2011
$	.50		200,000		3.0		200,000		-
$	31.24		5,266		0.3		4,432		-
$	.50 - $ 31.24		205,266		2.8		204,432		-