Preferred Stock and Common Stock

12 Months Ended

Dec. 31, 2014

Note 5. Preferred Stock and Common Stock

On September 30, 2014 the Company completed an offering to its preferred stockholders to convert its outstanding Preferred Stock into common stock, in addition to its accrued and outstanding Preferred stock dividends into common shares. As a result of this offering the holders of substantially all of the preferred stock agreed to convert and the Company agreed to issue 442,145 shares of common stock in conjunction with this conversion. The shares were issued on November 18, 2014.

Preferred stock dividends for Series A, B and C are accrued for the semi-annual period ended December 31, 2014 in the amount of $209,267. During 2012, due to the lack of cash flow, the Company offered to pay the accrued dividends in common stock in lieu of cash. Substantially all preferred shareholders accepted the common stock in lieu of cash and the common shares for these dividends.

As of December 31, 2014, Banyan Rail Holdings LLC (“Banyan Holdings”) owned 918,706 shares of Common stock and had subscribed to 1,807,408 shares of common stock (see Note 9).