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NOTE 8 - STOCKHOLDERS' EQUITY
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9 Months Ended |
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Sep. 30, 2012
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| Stockholders' Equity Note Disclosure [Text Block] |
NOTE 8
– STOCKHOLDERS’ EQUITY
Series A
Convertible Preferred Stock
The
Company issued to the each holder of the Notes one (1) share
of Series A Convertible Preferred Stock (“Series
A”), having the rights, preferences, privileges, powers
and restrictions set forth in the Certificate of Designation
filed with the Secretary of State of Delaware. The Company
has the right to convert, at its sole option, each share of
Series A into Common Stock equal to 1% of the outstanding
shares of Common Stock at the time of conversion. The Company
valued the Series A Convertible Preferred Stock at $22,886
representing 1% of the outstanding shares deliverable
multiplied by the fair market value of the stock on the date
of issuance and recorded as debt discount, which has been
amortized to interest expense during 2011. Each one share of
Series A shall entitle the Series A Holder to voting rights
equal to 2,666,667 votes of Common Stock.
On
January 12, 2012, the Series A Convertible Preferred Stock
was converted into 2,385,650 shares of Common Stock. As of
September 30, 2012, no shares Series A Convertible
Preferred Stock were outstanding.
Series B
Preferred Stock
The
Series B Preferred Stock has the rights, privileges,
preferences and restrictions set for in the Certificate of
Designation (the “Certificate of Designation”)
filed by the Corporation with the Secretary of State of the
State of Delaware (“Delaware Secretary of State”)
on September 23, 2011.
The
one (1) share of the Series B Preferred shall have voting
rights equal to (x) the total issued and outstanding Common
Stock and preferred stock eligible to vote at the time of the
respective vote divided by (y) forty nine one-hundredths
(0.49) minus (z) the total issued and outstanding Common
Stock and preferred stock eligible to vote at the time
of the respective vote. For the avoidance of doubt, if
the total issued and outstanding Common Stock eligible to
vote at the time of the respective vote is 5,000,000, the
voting rights of the Series B Preferred Stock shall be equal
to 5,204,082 (e.g. (5,000,000 / 0.49) – 5,000,000 =
5,204,082).
On
September 23, 2011, SilverSun Technologies, Inc., entered
into a Series B preferred stock purchase agreement (the
“Preferred Stock Purchase Agreement”) with Mr.
Mark Meller (the “Series B Holder”), pursuant to
which the Series B Holder was issued
one authorized share of Series B Preferred Stock
(“Series B”), par value $0.001 per
share. The Series B Holder was issued one share of
Series B as partial consideration for personally guaranteeing
repayment of the Notes.
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