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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 | (3) | 11/18/2014 | J(3) | V | 6,000,000 | 11/18/2014 | (3) | Common Stock | 6,000,000 (3) | $ 0.01 (3) | 6,000,000 | I | By Kuehne Developments, Ltd. | ||
Convertible Promissory Note | (4) | 12/31/2014 | J(4) | V | 3,000,000 | 12/31/2014 | (4) | Common Stock | 3,000,000 (4) | $ 0.01 (4) | 9,000,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KUEHNE JOHN A 2566 ANNABERN CRESCENT VICTORIA, A1 V8N 5M2 |
X |
John A. Kuehne | 06/23/2015 | |
**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) | This conversion was disclosed on the Company's Definitive Schedule 14C as filed on October 14, 2014 which called for all of the Company's issued and outstanding Series MX Preferred Stock to automatically convert upon the acknowledgment and acceptance of the amendment to the Company's Articles of Incorporation wherein the Company's authorized shares of common stock were increased (effective November 10, 2014). |
(2) | This transaction has been previously disclosed on the Company's Form 10-Q filed on May 19, 2015, Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. |
(3) | This convertible note payable is in the amount of $60,000 and covers a portion of the amount that the outside director loaned the Company. The holder has the right to convert/exchange this note into/for shares of common stock on the basis of a value of per share equal to $0.01. There is no expiration date. This transaction has been previously disclosed on the Company's Form 10-K filed on April 15, 2015, Footnote 7 - Notes Payable. |
(4) | This convertible note payable is in the amount of $30,000 and covers a portion of the amount that the outside director loaned the Company. The holder has the right to convert/exchange this note into/for shares of common stock on the basis of a value of per share equal to $0.01. There is no expiration date. This transaction has been previously disclosed on the Company's Form 10-K filed on April 15, 2015, Footnote 7 - Notes Payable. |