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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 | ||||||||
Series A Preferred Stock | $ 0 (2) | 09/23/2004 | J(1) | 3,581,585 | 09/23/2005 | (1) | Common Stock | 34,383,216 | (1) | 3,581,585 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SOVCAP EQUITY PARTNERS LTD CUMBERLAND HOUSE, #27 CUMBERLAND STREET P.O. BOX N-10818 NASSAU, NEW PROVIDENCE, C5 |
X |
SovCap Equity Partners Ltd. By: Barry Herman | 11/30/2004 | |
**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) | The reporting person disposed of 34,383,218 shares of common stock in exchange of 3,581,585 shares of Series A Convertible Preferred Stock (the "Preferred Stock") pursuant to an issuer exchange offer. Each share of Series A Preferred Stock has a liquidation preference of $0.001 per share, is convertible, at any time after 12 months from issuance, into 9.6 shares of Common Stock, is not entitled to dividends and votes together with the Common Stock , as a single class, which each share entitled to such number of votes as the number of shares of Common Stock into which it is then entitled (without regard to the prohibition on conversion for the first year). |
(2) | 9.6-for-1 |