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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 | $ 0.1 | 03/05/2015 | J | 2,000,000 | 03/05/2015 | 03/05/2020 | Common Stock | 2,000,000 | (2) | 10,000,000 | I | See (1) | |||
| Convertible Note | $ 0.1 | 03/05/2015 | J | 11,342,000 | 03/05/2015 | (2) | Common Stock | 11,342,000 | (2) | 21,342,000 | I | See (1) | |||
| Convertible Note | $ 0.1 | 07/05/2015 | J | 424,000 | 07/05/2015 | (2) | Common Stock | 424,000 | (2) | 21,766,000 | I | See (1) | |||
| Warrants | $ 0.15 | 07/21/2015 | J | 750,000 | 07/21/2015 | 07/15/2017 | Common Stock | 750,000 | (3) | 22,516,000 | I | See (1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kopple Robert C. 10866 WILSHIRE BLVD., SUITE 1500 LOS ANGELES, CA 90024 |
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| /s/ Robert Kopple | 07/21/2015 | |
| **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) | Held by KF Business Ventures, LP, a California limited Partnership (KFBV), whereby Kopple Financial, Inc. is the sole general partner of KFBV and Robert Kopple is sole executive officer and sole director of Kopple Financial. |
| (2) | Warrants and convertible note issued as additional consideration for loan pursuant to a Secured Promissory Note (the "Note") with the Issuer in the amount of $1,000,000. Effective 3/5/15 the Note became convertible through an amendment. The conversion feature allows for the conversion of the outstanding principal and all interest due and owing under the Note into common stock of the Issuer at a conversion price of $0.10 per common share. For the period from March 3, 2015 to July 3, 2015 an aggregate of $42,400.00 in interest was accrued on the Note allowing for the issuance of 424,000 additional common shares upon conversion. The convertible note matures on August 3, 2015 unless repaid or converted into common shares prior to such date. |
| (3) | Warrants granted as part of a unit offering of 1,500,000 Units at the price of $0.10 per Unit, consisting of one (1) share of common stock and a one half (1/2) common stock purchase warrant. One whole warrant is convertible into one share of common stock at an exercise price of $0.15 per share, on or before July 15, 2017. |