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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 Note (1) | $ 0.05 (3) | 11/24/2009 | C | 8,469,169 | 11/24/2009 | (2) | Common | 8,469,169 | $ 0.05 | 0 | D | ||||
Convertible Note (3) | $ 0.05 | 11/24/2009 | J | 1,460,000 | 11/24/2009 | (2) | Common | 1,460,000 | $ 0.05 | 1,460,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MORRISON ROBERT A SUITE 600, 1800 BOULDER STREET DENVER, CO 80211 |
President |
/s/ Robert A. Morrison | 01/07/2010 | |
**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 Convertible Note was issued pursuant to loans in the amount of $174,000 provided to the Issuer during 2008. The loans are payable on demand at 15% per year or $0.12 per share. |
(2) | Expiry on demand. |
(3) | On November 6, 2009, the Issuer and Mr. Morrison entered into a debt settlement and subscription agreement wherein Mr. Morrison agreed to subscribe for 8,469,169shares of common stock of the Issuer at a purchase price of $0.05 per share, or $423,458. In lieu of a cash payment to the Issuer, the shares of common stock were issued to Mr. Morrison as payment of an outstanding debt owed to Mr. Morrison in the amount of $496,458 and a new subordinated note was issued in the amount of $73,000, the balance remaining under the original subordinated note. |