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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 | ||||||||
| Convertible promissory note convertible into common stock | $ 0.175 | 06/29/2007 | C | 130,000 (1) | (1) | 06/29/2007 | Common stock | 130,000 | $ 0 | 0 | D | ||||
| Convertible promissory note convertible into common stock | $ 0.2 | 06/29/2007 | C | 337,458 (2) | (2) | 06/29/2007 | Common stock | 337,458 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HIRSCH RONALD 1 WEST WETMORE ROAD, SUITE 203 TUCSON, AZ 85705 |
X | Chairman | ||
| /s/ Ronald A. Hirsch | 07/02/2007 | |
| **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) | The reporting person held a convertible promissory note issued by the Issuer in the principal amount of $35,000, dated June 29, 2004 and amended on November 30, 2005 May 5, 2006 , September 29, 2006, August 14, 2006, December 22, 2006, January 15, 2007, February 23, 2007 and April 30, 2007 (the "Note"). Pursuant to the terms of the Note, the outstanding principal and accrued interest was to be repaid at maturity as to 50% in cash and as to 50% in shares of common stock of the Issuer at a conversion price of $0.175 per share. the Note matured on June 29, 2007, on which date the principal and accrued interest totalled $45,500. As a result, the reporting person received a total of 130,000 shares in payment of 50% of the principal and accrued interest under the Note. |
| (2) | The reporting person held a convertible promissory note issued by the Issuer in principal amount of $106,000 dated October 4, 2004 and amended on September 26,2005, November 30, 2005, May 5, 2006, September 29, 2006, August 14, 2006, December 22, 2006, January 15, 2007, January 31, 2007, February 23, 2007 and April 30, 2007 (the "Second Note"). Pursuant to the terms of the Second Note, the outstanding principal and accrued interest was to be repaid at maturity as to 50% in cash and as to 50% in shares of common stock of the Issuer at a conversion price of $0.20 per share. The Second Note matured on June 29, 2007, on which date the principal and accrued interest totalled $134,893. As a result, the reporting person received a total of 337,458 shares in payment of 50% of the principal and accrued interest under the Second Note. |