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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 | ||||||||
Note | $ 0.139 | 02/07/2011 | P | 359,712 | 02/07/2011 | 02/07/2012 | Common Stock | 359,712 | $ 50,000 | 8,662,085 | D (1) | ||||
Warrant s | $ 0.139 | 02/07/2011 | P | 89,928 | 02/07/2011 | 02/07/2016 | Common Stock | 89,928 | $ 0 | 8,752,013 | D | ||||
Note | $ 0.122 | 03/16/2011 | P | 696,721 | 03/16/2011 | 03/16/2012 | Common Stock | 696,721 | $ 85,000 | 9,448,734 | D (1) | ||||
Warrants | $ 0.122 | 03/16/2011 | P | 174,180 | 03/16/2011 | 03/16/2016 | Common Stock | 174,180 | $ 0 | 9,622,914 | D | ||||
Note | $ 0.12 | 03/28/2011 | P | 333,333 | 03/28/2011 | 03/28/2012 | Common Stock | 333,333 | $ 40,000 | 9,956,247 | D (1) | ||||
Warrants | $ 0.12 | 03/28/2011 | P | 83,333 | 03/28/2011 | 03/28/2016 | Common Stock | 83,333 | $ 0 | 10,039,580 | D | ||||
Warrants | (1) | (1) | (1) | Common Stock (1) | 95,238 (1) | 95,238 | I (2) | See Footnote |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lazar Terry 25 FAIRCHILD AVE. SUITE 250 PLAINVIEW, NY 11803 |
X | Chief Financial Officer |
/s/ Terry Lazar | 04/04/2011 | |
**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) | Mr. Lazar holds four convertible notes in the principal amounts of $100,000; $50,000; $85,000; and $40,000 each, due April 7, 2011, February 7, March 16, and March 28, 2011, respectively, convertible into an aggregate of 3,084,681 shares of common stock. Such notes were issued with five-year warrants to purchase aggregate of 778,475 shares of common stock. |
(2) | Mr. Lazar owns beneficially warrants to purchase 95,238 shares of common stock by reason of his 1/3 ownership in LST Partners which owns such warrants directly. |