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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 | ||||||||
7.5% Convertible Note | $ 0.35 | 02/12/2015 | D(1) | $ 1,997,482.95 | 02/01/2013 | 12/31/2016 | Common Stock | 5,707,094 | (1) | $ 0 | D | ||||
7.5% Convertible Note | $ 0.35 | 02/12/2015 | A(1) | $ 1,997,482.95 | 02/12/2015 | 12/31/2020 | Common Stock | 5,707,094 | (1) | $ 1,997,482.95 | D | ||||
7.5% Convertible Note | $ 1 | 02/12/2015 | D(1) | $ 1,000,000 | 07/11/2013 | 07/11/2018 | Common Stock | 1,000,000 | (1) | $ 0 | D | ||||
7.5% Convertible Note | $ 0.35 | 02/12/2015 | A(1) | $ 1,000,000 | 02/12/2015 | 12/31/2020 | Common Stock | 2,857,142 | (1) | $ 1,000,000 | D | ||||
7.5% Convertible Note | $ 0.27 | 02/12/2015 | A | $ 150,000 | 02/17/2015 | 12/31/2020 | Common Stock | 555,556 | $ 150,000 | $ 150,000 | D | ||||
Common Stock Warrants | $ 2 | 02/12/2015 | A | 277,778 | 12/17/2015 | 12/31/2017 | Common Stock | 277,778 | (2) | 277,778 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Reger Michael Lloyd 777 YAMATO ROAD SUITE 300 BOCA RATON, FL 33431 |
X | President |
/s/ Michael Reger | 02/17/2015 | |
**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) | In accordance with Rule 16b-3, in advance of the effectuation of the transactions reported, the issuer's board of directors approved amendments to the reported securities held by the reporting person who is an executive officer of the issuer. The reported transactions involved the amendment of outstanding convertible notes, resulting in the deemed cancellation of the "old" notes and the grant of replacement notes. |
(2) | Issued in connection with the $150,000 loan described in the row above this reported transaction. |