UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
$75,000 Convertible Promissory Note | 01/31/2014 | Â (4) | Common Stock | 26,785,714 | $ 0.0028 | I | See Footnote (2) |
Common Stock Purchase Warrant | 06/08/2012 | 06/08/2019 | Common Stock | 500,000 | $ 0.05 | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HICKS STEPHEN M 90 GROVE STREET RIDGEFIELD, CT 06877 |
 X |  |  President |  |
/s/ Stephen Hicks | 06/30/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Owned directly by ASC Recap LLC. The Reporting Person is the manager of ASC and has voting and investment control over the securities held by ASC, but disclaims beneficial ownership of such shares. |
(2) | The $75,000 convertible note is convertible into 26,785,714 shares of common stock as at June 23, 2014, and is owned directly by Tarpon Bay Partners LLC. The Reporting Person is the manager of Tarpon and has voting and investment control over the securities held by Tarpon, but disclaims beneficial ownership of such shares. |
(3) | The Common Stock Purchase Warrant to purchase $500,000 shares of common stock of the Company is owned directly by Southridge Partners II, LP. The Reporting Person is the manager of the general partner of Southridge Partners II LP and has voting and investment control over the securities held by Southridge, but disclaims beneficial ownership of such shares. |
(4) | NA |