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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 | ||||||||
Warrants | $ 0.02 | 06/28/2013 | J | 150,000 | 05/01/2013 | 05/01/2016 | Common Stock | 150,000 | (1) (4) | 0 | I | See Footnote 1 (1) | |||
Warrants | $ 0.02 | 06/28/2013 | J | 25,000 | 12/24/2012 | 12/24/2014 | Common Stock | 25,000 | (1) (5) | 0 | I | See Footnote 1 (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HARRIS JEFFREY R 15354 N. 83RD WAY SUITE 102 SCOTTSDALE, AZ 85260 |
X | X | ||
New Vistas Investment 15354 N 83RD WAY SUITE 102 SCOTTSDALE, AZ 85260 |
X |
/s/ Jeffrey Harris, Individually | 09/04/2013 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey Harris, as President of New Vistas | 09/04/2013 | |
**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) | Reflects the exercise by New Vistas Investment Corp. ("New Vistas"), over which Mr. Harris may be presumed to exercise voting control, of Warrants. |
(2) | The Issuer offered every lender pursuant to that certain Bridge Loan Agreement dated as of January 3, 2012 the opportunity to convert the principal and accrued and unpaid interest (a "Loan Balance") as of June 28, 2013 into shares of common stock of the Issuer at a rate of $0.40 of per share (the "Conversion Offer"). |
(3) | New Vistas converted Loan Balances of $57,452.05 on its outstanding note dated January 3, 2012, $55,630.14 on its outstanding note dated May 15, 2012, and $52,575.34 on its outstanding note dated December 24, 2012 pursuant to the Conversion Offer. |
(4) | Reflects the exercise by New Vistas of Warrants received on 5/01/2013. |
(5) | Reflects the exercise of Warrants of New Vistas received in 2012. |