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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants to purchase common stock | $ 0.05 | 06/30/2010 | A | 5,019,157 | 06/30/2010 | 06/29/2015 | Common Stock | 5,019,157 | $ 0.05 | 54,475,082 | I | (TGR Energy, LLC through Enerfund, LLC) (1) (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ZOI MIKE 12100 NE 16TH AVENUE #210 NORTH MIAMI, FL US 33161 |
X | X | CEO, PRESIDENT | |
| Enerfund, LLC 12100 NE 16TH AVENUE #210 NORTH MIAMI, FL US 33161 |
X | X | CEO, PRESIDENT | |
| Mike Zoi (individually and as managing member of enerfund, LLC and TGR Energy, LLC) | 08/02/2010 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to a Purchase Agrement dated December 17,2007, TGR Capital, LLC (which changed its name is Enerfund, LLC) in September 2008), a Florida limited liability company ("Enerfund"), which is wholly-owned by Mike Zoi, acquired all of the membership interests in Splinex LLC, thereby giving Enerfund control of Splinex LLC. Under an exchange Agreement dated December 18, 2007, TOT Energy, Inc. ("the Company") issues 113,500,000 shares of the Company to Splinex LLC of which 8,500,000 shares were issued to Bzinfin S.A., a British Virgin Islands limited liability corporation, and 2,125,000 were issued to a former affiliate of Splinex, LLC. After the completion of the Exchange Agreement, Splinex, LLC owned approximately 93.99% of the Company. In June 2008, Splinex, LLC changed its name to TGR energy, LLC ("TGR"). |
| (2) | Pursuant to Subscription Agreement dated August 7, 2008, as amended on December 6, 2009, between TGR and the Company (the "subscription Agreement"), for the quarter ended June 30, 2010, TGR was issued 10,037,315 shares of common stock of the Company and fully vested five year warrants to purchase 5,019,157 shares of common stock of the Company for $0.05 per share in exchange for funding of 200,746 provided during the quarter under the terms of Subscription Agreement. |