Stockholders' Equity

12 Months Ended

Dec. 31, 2011

Stockholders' Equity [Abstract]

Stockholders' Equity

Note 16 - Stockholders' Equity

Common Stock, Series A

The Company has 60,000,000 authorized shares of $0.01 par value series A common stock.

Common Stock, Series B

The Company has 60,000,000 authorized shares of $0.01 par value series B common stock.

Reverse Stock Split

On July 28, 2010, and effective the same day, Shaun Passley, as the sole Director and majority shareholder of the Company, approved and authorized a 1:10 reverse stock split of the Company's issued and outstanding shares of common stock effective for shareholders of record on July 28, 2010 (the "Reverse Split"). The Reverse Split did not affect the Company's outstanding, authorized or par value of its series B common stock, or the par value of the series A common stock. The Company was not required pursuant to Illinois law to file Articles of Amendment or any other filing with the Illinois Secretary of State to reflect such Reverse Split; however, the Company was required to provide FINRA notice of the Reverse Split. FINRA approved the request in August of 2010. The Reverse Split has been retroactively reflected throughout this report unless otherwise stated.

Series A Common Stock Issuances, 2010

On July 29, 2010, the Company issued 20,000,000 post-Reverse Split shares of series A common stock to Shaun Passley, the Company's sole Director and Chief Executive Officer as compensation for management services rendered. The compensation agreement was amended such that the 20,000,000 shares will be earned over five years, monthly, following the first year when revenues exceed $2 million. The fair value of the common stock exchanged was $800,000 based on the closing stock price at the date of agreement. The fair value of these shares on the date of grant is presented as a stockholders' receivable within the statement of stockholders equity until they are earned.

On July 29, 2010, the Company issued 2,500,000 post-Reverse Split shares of series A common stock to Vivienne Passley, a related party and the aunt of Shaun Passley, our Chief Executive Officer, in consideration for and in lieu of interest payments due to Star Financial Corporation on the June 2008 Note, from July 29, 2012 to July 29, 2017. Vivienne Passley's share grant was amended to defer the starting date when monthly shares of 41,667 would be earned over a five year period, from July 29, 2010 to July 29, 2015. The fair value of the common stock exchanged was $100,000 based on the closing stock price at the date of agreement. The fair value of these shares on the date of grant is presented as a stockholders' receivable within the statement of stockholders equity until they are earned.

On July 29, 2010, the Company issued 2,500,000 post-Reverse Split shares of series A common stock to Fay Passley, a related party and the mother of our Chief Executive Officer, Shaun Passley, for and in lieu of interest payments due to Star Financial Corporation on the June 2008 Note, from July 29, 2010 to July 29, 2015. Fay Passley's share grant was amended to defer the starting date when monthly shares of 41,667 would be earned over a five year period, from July 29, 2012 to July 29, 2017. The fair value of the common stock exchanged was $100,000 based on the closing stock price at the date of agreement. The fair value of these shares on the date of grant is presented as a stockholders' receivable within the statement of stockholders equity until they are earned.

Series A Common Stock Issuances, 2011

On December 7, 2011, the Company issued 451,977 shares of its $0.01 par value series A common stock pursuant to the partial conversion in the amount of $8,000 of a $50,000 convertible debt, which consisted entirely of principal. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized.