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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 | ||||||||
| Warrant to Purchase Common Stock | $ 0.48 | 12/11/2006 | P | 1 (1) | 12/11/2006 | 12/11/2013 | Common Stock | 2,500,000 | $ 0.48 | 1 (1) | I | By The Ardinger Family Partnership | |||
| Series E Convertible Redeeable Preferred Stock | $ 0.51 (2) | 12/11/2006 | P | 80,000 | 12/11/2006 | 12/11/2013 | Common Stock | 15,686,274 (3) | $ 0.51 (4) | 80,000 | I | By The Ardinger Family Partnership | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ARDINGER HORACE T JR 1990 LAKEPOINTE DRIVE LEWISVILLE, TX 75057 |
X | |||
| /s/ Horace T. Ardinger, Jr. | 12/13/2006 | |
| **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) | A single warrant was issued to purchase up to an aggregate of 2,500,000 shares of the Issuer's Common Stock. If the warrant is exercised in full, the aggregate exercise price would be $1,200,000. |
| (2) | The Series E Preferred Stock is convertible into the Common Stock at the lesser of (a) $.60 per share, (b) at an early conversion discount of 15% during the first 24 months which as of the filing date is $.51, or (c) after December 11, 2009 at the average closing price for the 20 trading days preceding conversion. |
| (3) | The Series E Preferred Stock is convertible from December 11, 2006 and for the following 24 months at a price of $.51 per share, which price would result in 15,686,274 shares of the Common Stock being issued if all shares of the Series E Preferred Stock were converted. |
| (4) | The Series E Preferred Stock is convertible from December 11,2006 and for the following 24 months at a price of $.51 per share. Thereafter, the conversion price is $.60 per share until Decenber 11, 2009, when the conversion price beomes the lesser of (a) $.60 per share or (b) the average closing price of the Common Stock for the 20 trading days preceding the conversion date. |