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1.
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Names of Reporting Persons
Nicholas R. Toms
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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3.
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SEC Use Only ………………………………………………………………………….
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
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6.
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Citizenship or Place of Organization
US
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Number of
Shares Bene-
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7.
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Sole Voting Power 512,890*
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ficially Owned by Each
Reporting
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8.
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Shared Voting Power -0-
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Person With
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9.
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Sole Dispositive Power 459,814*
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*Of these shares 171,923 are issuable upon the exercise of options, and 66,365 are issuable upon conversion of preferred stock and 38,713 issuable upon exercise of warrants.
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10.
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Shared Dispositive Power -0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
512,890
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)□
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13.
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Percent of Class Represented by Amount in Row (11)
6.2% (1)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1)
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Based on 8,028,908 shares outstanding as of December 31, 2011.
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Item 1.
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Security and Issuer
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Item 2.
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Identity and Background
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(a)
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This statement is being filed by Nicholas R. Toms (the “Reporting Person”).
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(b)
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The Reporting Person’s principal business address is 19655 Descartes, Foothill Ranch, CA 92610-2609.
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(c)
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NA.
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(d)
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During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
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(f)
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NA.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 4.
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Purpose of Transaction
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Item 5.
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Interest in Securities of the Issuer
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(a)
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As of the date hereof, the Reporting Person beneficially owns 512,890 shares of the Issuer’s common stock, of these shares 171,923 are issuable upon the exercise of options, 66,365 are issuable upon conversion of preferred stock and 38,713 issuable upon exercise of warrants which represents approximately 6.2% of the Issuer’s common stock.
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(b)
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The Reporting Person may be deemed to hold sole voting and dispositive power over 459,814 shares of common stock of the Issuer.
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(c)
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Other than the acquisition of the shares as reported herein, and as described under Item 4, the Reporting Person has not effected any transactions in the shares of the Issuer during the past 60 days or since the most recent filing of Schedule 13D, whichever is less.
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(d)
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To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 459,814 shares of common stock reported in Item 5(a).
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7.
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Material to Be Filed as Exhibits
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April 10, 2012
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/s/ Nicholas R. Toms | |
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Nicholas R. Toms
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