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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 | ||||||||
Preferred Series A Stock | $ 0.1 | 02/04/2013 | (3) | Common Stock | 37,000,000 (2) | 37,000,000 | I | LLC (4) | |||||||
Preferred Series C Stock | $ 0.04 | 04/01/2014 | (3) | Common Stock | 45,000,000 (5) | 45,000,000 | I | LLC (6) | |||||||
Warrants | $ 0.44 | 02/05/2013 | 02/05/2018 | Common Stock | 695,630 | 695,630 | D | ||||||||
Warrants | $ 0.24 | 02/13/2014 | 02/13/2019 | Common Stock | 50,000 | 745,630 | D | ||||||||
Warrants | $ 0.24 | 03/13/2014 | 03/13/2019 | Common Stock | 50,000 | 50,000 | I | LLC (7) | |||||||
Warrants | $ 0.088 | 04/01/2014 | 04/01/2019 | Common Stock | 1,985,990 | 2,731,620 | D | ||||||||
Preferred Series E Stock | $ 0.01 | 11/24/2014 | P | 61,250,000 (8) | 11/24/2014 | (3) | Common Stock | 61,250,000 (8) | $ 1,000 | 61,250,000 | I | LLC (9) | |||
Preferred Series E Stock | $ 0.01 | 12/15/2014 | P | 21,000,000 (10) | 12/15/2014 | (3) | Common Stock | 21,000,000 (10) | $ 1,000 | 82,250,000 | I | LLC (9) | |||
Warrants | $ 0.011 | 12/15/2014 | P | 10,000,000 | 12/15/2014 | 12/15/2019 | Common Stock | 10,000,000 | $ 0.011 | 12,731,620 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MARGOLIES MICHAEL 1615 CONGRESS AVE. SUITE 103 DELRAY BEACH, FL 33445 |
X | X |
/s/ Michael Margolies | 12/17/2014 | |
**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) | Shares held by LB Consulting, LLC of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein. |
(2) | The 3,700 shares of Series A Convertible Preferred Stock are convertible at a rate of 10,000 shares of Common Stock for each share of preferred stock converted. On November 24, 2014 and pursuant to the provisions of the Certificate of Designation for the Series A Preferred Stock regarding adjustments in conversion price, because the Company issued and sold additional shares at a price less than the current $0.24 conversion price of the Series A Preferred Stock the conversion price was adjusted to $0.10 per share. After this adjustment to the conversion price of the Series A Preferred Stock. |
(3) | No expiration date. |
(4) | Preferred shares held by LB Merchant PSMH-1, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein. |
(5) | The 1,800 shares of Series C Convertible Preferred Stock are convertible at a rate of 25,000 shares of Common Stock for each share of preferred stock converted. On November 24, 2014 and pursuant to the provisions of the Certificate of Designation for the Series C Preferred Stock regarding adjustments in conversion price, because the Company issued and sold additional shares at a price less than the current $0.08 conversion price of the Series C Preferred Stock, the conversion price was adjusted to $0.04 per share. |
(6) | Preferred shares held by LB Merchant PSMH-2, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein. |
(7) | Warrants held by LB Merchant PSMH-1, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein. |
(8) | The 612.5 shares of Series E Convertible Preferred Stock are convertible at a rate of 100,000 shares of Common Stock for each share of preferred stock converted. |
(9) | Preferred Shares held by LB Merchant PSMH-3, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein. |
(10) | The 210 shares of Series E Convertible Preferred Stock are convertible at a rate of 100,000 shares of Common Stock for each share of preferred stock converted. |