STOCKHOLDERS' DEFICIT: |
9 Months Ended |
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Sep. 30, 2011 | |
| STOCKHOLDERS' DEFICIT: |
NOTE 3 -STOCKHOLDERS’ DEFICIT:
The
Company is authorized by its Amended and Restated Certificate of
Incorporation to issue an aggregate of 85,000,000 shares of capital
stock, of which 75,000,000 are shares of Common Stock and
10,000,000 are shares of preferred stock, par value $0.0001 per
share.
All
outstanding shares of Common Stock are of the same class and have
equal rights and attributes. The holders of Common Stock are
entitled to one vote per share on all matters submitted to a vote
of stockholders of the Company. All stockholders are entitled to
share equally in dividends, if any, as may be declared from time to
time by the Board of Directors out of funds legally available. In
the event of liquidation, the holders of Common Stock are entitled
to share ratably in all assets remaining after payment of all
liabilities. The stockholders do not have cumulative or preemptive
rights.
On
March 1, 2006, the Company issued 4,218,750, 2,531,250, and
1,687,500 shares of Common Stock to Michael Rapp, Philip Wagenheim,
and Clifford Chapman, respectively, for total cash consideration of
$30,000 or $.004 per share.
On
May 14, 2009, the Company issued 260,955 shares of Common Stock to
Charles Allen for total cash consideration of $928 or $.004 per
share.
On
March 31, 2011, the Company repurchased 1,687,500 shares of Common
Stock from Clifford Chapman for total cash consideration of $6,000
which was recorded as treasury stock.
On
April 28, 2011, the Company repurchased 260,955 shares of Common
Stock from Charles Allen for total cash consideration of $1,000,
all of which was recorded as treasury stock.
Subsequent
to the repurchase of the Allen and Chapman Common Stock, the
treasury stock was cancelled.
On
May 20, 2011, the Company effectuated a 4.21875-for-1 forward stock
split. All shares have been retroactively restated in all periods
presented.
As
of September 30, 2011, 6,750,000 shares of Common Stock were issued
and outstanding.
Subsequent
to June 30, 2011, on October 24, 2011, the Company filed with
the Secretary of State of the State of Delaware its Amended and
Restated Certificate of Incorporation to become a special purpose
acquisition company as described further in Note 1. On
October 28, 2011, the Company closed on the Offering, including the
exercise in full of the over-allotment option, and issued equity
units consisting of 5,750,000 shares of Common Stock and warrants
to purchase an additional 5,750,000 shares of Common Stock (as
described above) in exchange for gross proceeds of
$28,750,000. The costs of the Offering were
approximately $330,000.
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