CAPITAL STOCK

3 Months Ended

Jun. 30, 2013

CAPITAL STOCK

CAPITAL STOCK

NOTE 12 — CAPITAL STOCK

Preferred Stock

We have 10,000,000 authorized shares of preferred stock and the Board of Directors has broad power to create one or more series of preferred stock and to designate the rights, preferences, privileges and limitation of the holders of such series. The Board of Directors has created one series of preferred stock - the Series A Convertible Preferred Stock.

Each share of Series A Convertible Preferred Stock was initially convertible into one share of common stock. As a result of our failure  to meet certain levels of earnings before interest, taxes, depreciation and amortization for the years ended March 31, 2006 and 2007, the conversion rate changed, and, at December 31, 2009, each share of Series A Convertible Preferred Stock was convertible into 1.3072 shares of common stock, with an effective conversion price of $0.218. Based on the current conversion ratio, there were 7,232,735 common shares underlying the Series A Convertible Preferred Stock as of June 30, 2013 and March 31, 2013.

Upon any liquidation we are required to pay $0.285 for each share of Series A Convertible Preferred Stock. The payment will be made before any payment to holders of any junior securities and after payment to holders of securities that are senior to the Series A Convertible Preferred Stock.

During fiscal 2013, 1,502,984 shares of Series A Convertible Preferred Stock were converted into 1,964,694  shares of common stock. We had 5,532,998 shares of Series A Convertible Preferred Stock outstanding at June 30, 2013 and March 31, 2013.

Common Stock Purchase Warrants

On February 15, 2011, we entered into a contract with a third party pursuant to which we issued two-year warrants to purchase 100,000 shares of common stock at an exercise price of $1.65 per share. Using the Black-Scholes options pricing formula assuming a risk free rate of 0.30%, volatility of 79%, an expected term of one year, and the price of the common stock on February 15, 2011 of $1.65 per share, the value of the warrant was calculated at $51,428, or $0.51 per share issuable upon exercise of the warrant. Since the warrant permitted delivery of unregistered shares, we have control in settling the contract by issuing equity. The cost of warrants was charged to selling, general and administrative. The warrants expired on February 14, 2013 and at March 31, 2013 there were no warrants outstanding.

Common Stock

We had 90,000,000 authorized common shares at June 30, 2013 and March 31, 2013.We had 19,956,871 shares of common stock outstanding at June 30, 2013 and March 31, 2013.