Stockholders' Deficit

6 Months Ended

Sep. 30, 2011

Stockholders Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 8.  Stockholders’ Deficit:

(a) Series A Preferred Stock:

The Company’s articles of incorporation authorize the issuance of 20,000,000 shares of preferred stock which the Company has designated as Series A Preferred (“Series A”), $.001 par value.  Each share of Series A is convertible into six shares of the Company’s common stock for a period of five years from the date of issue.  The conversion basis is not adjusted for any stock split or combination of the common stock.  The Company must at all times have sufficient common shares reserved to effect the conversion of all outstanding Series A Preferred. The holders of the Series A Preferred shall be entitled to receive common stock dividends when, as, if and in the amount declared by the directors of the Company to be in cash or in market value of the Company’s common stock.  The Company is restricted from paying dividends or making distributions on its common stock without the approval of a majority of the Series A holders. The Series A shall be senior to the Common Stock and any other series or class of the Company’s Preferred Stock.  The Series A has liquidation rights in the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of the Series A then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its shareholders, before any payment or declaration and setting apart for payment of any amount shall be made in respect of any outstanding capital stock  of the Company, an amount equal to $.001 per share,  The Company, at the option of its directors, may at any time or from time to time redeem the whole or any part of the outstanding Series A. Upon redemption, the Company shall pay for each share redeemed the amount of $2.00 per share, payable in cash, plus a premium to compensate the original purchaser(s) for the investment risk and cost of capital equal to the greater of (a) $2.00 per shares, or (b) an amount per share equal to fifty percent (50%) of the market capitalization of the Company on the date of notice of such redemption divided by 2,000,000.  We have evaluated our Series A Preferred Stock and determined these shares required equity classification because the number of shares convertible into common stock is fixed and reserved.  Redemption of these preferred shares cannot be effected because of the Company’s stockholders’ deficit.

During the quarter ended September 30, 2009, 9,000,000 shares of Series A Preferred were granted to Roy Warren.  We recorded a non-cash expense for $1,620,000 which is based on the then market price of $0.03 per common share times the convertible stock equivalents (9,000,000 preferred shares x 6 = 54,000,000 common stock equivalents). These shares have specific voting power in that Roy Warren has voting rights for the 54,000,000 common stock equivalents.  The Board of Directors on September 4, 2009 approved an amendment whereas Section 2(A) of the Certificate of Designation is hereby declared in its entirety, and the following shall be substituted in lieu thereof-Rights, Powers and Preferences:    The Series A shall have the voting powers, preferences and relative, participating, optional and other special rights, qualifications, limitations and restrictions as follows:  Designation and Amount – Out of the Twenty Million (20,000,000) shares of the $0.001 par value authorized preferred stock, all Twenty Million (20,000,000) shares shall be designated as shares of “Series A.”

(b) Common Stock Warrants

As of September 30, 2011, the Company had the following outstanding warrants:

		Expiration	Warrants		Exericse
Issued Class A Warrants	Grant Date	Date	Granted		Price
October, 2007 Convertible Notes Financing	10/23/2007	7/15/2015		908,806	$	0.020
October, 2007 Due Diligence	10/23/2007	10/22/2012		50,000		0.020
January, 2008 Investment Banker Agreement	1/1/2008	12/31/2012		6,250		10.00
February, 2008 Convertible Note Financing	2/15/2008	7/15/2015		757,304		0.020
April, 2008 Supply Agreement	4/16/2008	4/15/2013		5,000		15.00
Aprl, 2008 Finder's Fees	4/14/2008	4/13/2013		3,125		10.00
May, 2008 Finder's Fees	5/19/2008	5/18/2013		1,875		10.00
June, 2008 Convertible Note Financing	6/26/2008	6/25/2013		151,502		0.020
July, 2008 Debt Extensions (a)	7/14/2008	7/13/2011		2,500		10.00
August, 2008 Financing (a)	8/5/2008	8/4/2011		5,000		10.00
January, 2009 Convertible Note Financing	1/27/2009	7/15/2015		120,000		0.020
January, 2009 Debt Extensions	1/27/2009	1/26/2014		26,800		1.00
February, 2009 Convertible Note Financing	1/27/2009	1/26/2014		60,000		0.020
March, 2009 Convertible Note Financing	3/30/2009	7/15/2015		416,666		0.020
July, 2009 Convertible Note Financing	7/15/2009	7/15/2015		335,648		0.020
January, 2010 Convertible Note Financing	1/28/2010	7/15/2015		104,166		0.020
February, 2010 Convertible Note Financing	2/19/2010	7/15/2015		104,167		0.020
March, 2010 Convertible Note Financing	3/26/2010	7/15/2015		286,458		0.020
May, 2010 Convertible Note Financing	5/13/2010	7/15/2015		114,583		0.020
July, 2010 Convertible Notes Financinbg	7/15/2010	7/14/2015		56,666,666		0.020
September, 2010 Debt Extension	9/9/2010	9/9/2013		51,000		0.050
January, 2011 Debt Extension	1/11/2011	1/10/2014		12,000		0.050
January, 2011 Financing	1/21/2011	1/20/2016		14,578,005		0.020
March, 2011 Financing	3/17/2011	3/16/2016		37,423,842		0.020
March, 2011 Financing Finder's Fees	3/17/2011	3/16/2016		3,973,510		0.020
June, 2011 Debt Exchange Agreement	6/30/2011	6/29/2016		20,000,000		0.020
July, 2011 Financing	7/15/2011	7/14/2016		25,000,000		0.020
July, 2011 Financing Finder's Fees	7/15/2011	7/14/2016		2,500,000		0.020
Total issued Class A warrants				163,664,873

(a) Warrants will be cancelled in following quarter as they have expired

Unissued Class B warrants (b):
October, 2007 Convertible Notes Financing	140,910
January, 2008 Investment Banker Agreement	6,250
February, 2008 Convertible Notes Financing	75,756
April, 2008 Finder's Fees	3,125
May, 2008 Finder's Fees	1,875
June, 2008 Convert8ible Note Financing	15,152
July, 2008 Debt Extensions	7,500
Total unissued Class B Warrants	250,568
Total Warrants	163,915,441

No warrants were exercised for the six months ended September 30, 2011. A total of 27,500 Class A warrants and 27,500 Class B warrants expired during the six months ended September 30, 2011 and were cancelled.

(c) Common Stock Issued During the Six Months Ended September 30, 2011:

At September 30, 2011, we had issued and outstanding 131,068,085 shares of common stock of which 10,782,128 shares are owned by our officers.  Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders.  Holders of common stock have no cumulative voting rights.  In the event of liquidation, dissolution or winding down of the Company, the holders of shares of common stock are entitled to share, pro rata, all assets remaining after payment in full of all liabilities.  Holders of common stock have no preemptive rights to purchase our common stock.  There are no conversion rights or redemption or sinking fund provisions with respect to the common stock.  All of the outstanding shares of common stock are validly issued, fully paid and non-assessable.

On April 1, 2011, we issued a total of 351,000 shares of common stock pursuant to two conversions of October, 2007 convertible notes (later assigned to new debt holders in July, 2010)  for $4,065 and $1,200 (total of $5,265) at a conversion price of $.015.

On April 6, 2011, we issued 260,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $3,822 at a conversion price of $.0147.

On April 14, 2011, we issued 89,660 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,816 at a conversion price of $.02025.

On May 2, 2011, we issued 1,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $12 at a conversion price of $.01225.

On May 5, 2011, certain employees converted a total $327,248 of past due salaries into 22,261,770 shares of common stock at a conversion price of $.0147.

On May 5, 2011, we issued 2,000,000 shares of common stock to an investor relations firm for services rendered at a conversion price of $.0157 valued at $31,400.

On May 6, 2011, we issued 6,000,000 shares of common stock for the conversion of the original April 9, 2008 short-term bridge loan with principal balance of $120,000 at a conversion price of $.02.

Also on May 6, 2011, we issued 2,952,958 shares of common stock pursuant to a conversion of certain March 2009 convertible notes for $37,001 at a conversion price of $.01253.

On May 12, 2011, we issued 100,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,150 at a conversion price of $.0115.

On May 13, 2011, we issued 86,136 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $991 at a conversion price of $.0115.

On May 17, 2011, we issued 67,500 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $768 at a conversion price of $.011375.

On May 18, 2011, we issued 70,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $718 at a conversion price of $.01025.

On May 23, 2011, we issued 211,200 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,785 at a conversion price of $.0085.

On May 25, 2011, we issued 321,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $2,688 at a conversion price of $.008375.

On June 1, 2011, we issued 192,800 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,591 at a conversion price of $.00825.

On June 7, 2011, we issued 139,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $938 at a conversion price of $.00675.

On June 13, 2011, we issued 175,700 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,120 at a conversion price of $.006375.

On June 14, 2011, we issued 207,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,320 at a conversion price of $.006375.

On June 15, 2011, we issued 156,600 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $979 at a conversion price of $.00625.

On June 20, 2011, we issued 400,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $2,500 at a conversion price of $.00625.

On June 22, 2011, we issued 400,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $2,560 at a conversion price of $.0064.

On June 30, 2011, we issued 500,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $3,213 at a conversion price of $.006425.

On July 20, 2011, we issued 3,079,286 shares of common stock pursuant to a conversion of certain March, 2009 convertible notes for $21,555 at a conversion price of $.007.

On July 21, 2011, we issued 1,500,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $10,688 at a conversion price of $.007125.

On July 25, 2011, we issued 5,000,000 shares of common stock pursuant to a conversion of January, 2008 convertible notes for $33,484 and another $1,356 for the original October, 2007 convertible notes for a total of $34,840 at a conversion price of $.006968.

On July 27, 2011, we issued 500,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $3,188 at a conversion price of $.006375.

On August 3, 2011, we issued 500,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $3,188 at a conversion price of $.00436.

On August 11, 2011, we issued 5,376,344 shares of common stock pursuant to a conversion of certain March, 2009 convertible notes for $25,000 at a conversion price of $.00465.

On August 11, 2011, we issued 200,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $872 at a conversion price of $.00436.

On August 31, 2011, we issued 3,000,000 shares of restricted common stock to outside legal counsel for past due services at a conversion price of $.002 with a recorded value of $6,000.

On September 1, 2011, we issued 1,338,678 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $2,470 at a conversion price of $.001845.

On September 13, 2011, we issued 4,513,899 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $5,530 at a conversion price of $.001225.

On September 27, 2011, we issued 2,800,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $2,800 at a conversion price of $.001.

(d) Warrants Issued During the Six Months Ended September 30, 2011:

On June 30, 2011 we issued 20,000,000 warrants with an exercise price of $0.02 to be exercisable up to June 29, 2016 for the debt exchange of two previous short term bridge loans into a new convertible note payable.

On July 15, 2011, we issued 27,500,000 warrants with an exercise price of $0.02 to be exercisable up to July 14, 2016 for $500,000 convertible note financing.

(e) Options Issued During the Six Months Ended September 30, 2011:

None