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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Convertible Promissory Note | $ 1.25 | 01/30/2006 | Â | P4 | 150,000 | Â | Â (1) | Â (2) | common stock | $ 0 | 529,181 | Â | ||
| Convertible Promissory Note | $ 1.25 | 01/30/2006 | Â | P4 | 150,000 | Â | Â (1) | Â (2) | warrants to acquire common stock (right to buy) | $ 0 | 529,181 | Â | ||
| Convertible Promissory Note | $ 1.25 | 01/30/2006 | Â | C4 | 350,000 | Â | Â (4) | Â (5) | common stock | $ 0 | 529,181 | Â | ||
| Convertible Promissory Note | $ 1.25 | 01/30/2006 | Â | C4 | 350,000 | Â | Â (4) | Â (5) | warrants to acquire common stock (right to buy) | $ 0 | 529,181 | Â | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Howitt David Marc 2836 SW PERIANDER STREET PORTLAND, OR 97201 |
 X |  |  |  |
| Ernest C Mysogland as Attorney-in-fact | 08/15/2006 | |
| **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) | mandatory convertible with no action on the part of the holder 60 days after issuance to the extent that such conversion would not cause the holder to beneficially own more than 9.99% of the total issued and outstanding shares of common stock. The Note was converted through no action on the part of the holder on July 21, 2006. |
| (2) | The principal amount of the Note, together with accrued interest, became due and payable on demand by the holder sixty (60) days after the date of the Notes (the "Original Maturity Date"), because the Note was not converted prior to that date. |
| (3) | The convertible promissory note was automatically convertible into (i) such number of fully paid and non-assessable shares of common stock equal to the aggregate principal amount due under the Note plus the amount of all accrued but unpaid interest on the Note divided by $1.25 and (ii) warrants to purchase a number of shares of common stock equal to 75% of such number of shares of common stock issued to the holder. The exact number of shares and warrants into which the Note was convertible was not known at the time of issuance because the amount of interest that would accrue prior to the date of conversion was not known. |
| (4) | On January 30, 2006, Mr. Howitt elected to convert the terms of the promissory note issued to him on January 6, 2006 and previously reported on Form 4 to the terms of the promissory notes issued on January 30, 2006. These notes were mandatory convertible with no action on the part of the holder 60 days after issuance to the extent that such conversion would not cause the holder to beneficially own more than 9.99% of the total issued and outstanding shares of common stock. The Note was converted through no action on the part of the holder on July 21, 2006. |
| (5) | On January 30, 2006, Mr. Howitt elected to convert the terms of the promissory note issued to him on January 6, 2006 and previously reported on Form 4 to the terms of the promissory notes issued on January 30, 2006. The principal amount of the Note, together with accrued interest, became due and payable on demand by the holder 60 days after issuance. |
| (6) | On January 30, 2006, Mr. Howitt elected to convert the terms of the promissory note issued to him on January 6, 2006 and previously reported on Form 4 to the terms of the promissory notes issued on January 30, 2006. The new convertible promissory note was automatically convertible into (i) such number of fully paid and non-assessable shares of common stock equal to the aggregate principal amount due under the Note plus the amount of all accrued but unpaid interest on the Note divided by $1.25 and (ii) warrants to purchase a number of shares of common stock equal to 75% of such number of shares of common stock issued to the holder. The exact number of shares and warrants into which the Note was convertible was not known at the time of conversion because the amount of interest that would accrue prior to the date of conversion was not known. |