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*The
remainder of this cover page shall be filled out for the Reporting
Person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover
page.
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Number
of Shares Beneficially Owned by Each Reporting Person
with:
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(7) Sole
Voting Power: 8,466,405 1
(8) Shared
Voting Power: 0
(9) Sole
Dispositive Power: 8,466,405 1
(10) Shared
Dispositive Power: 0
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(12)
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(13)
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Percent
of Class Represented by Amount in Row
(11):
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13.44%2
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(14)
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Type
of Reporting Person (See
Instructions):
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Item
1.
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Security
and Issuer.
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Item
2.
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Identity
and Background.
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Item
3.
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Source
and Amount of Funds or Other
Consideration.
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Item
4.
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Purpose
of the Transaction.
|
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(a)
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As
a result of the transactions described herein, Mr. Siebert beneficially
owns 8,466,405 shares of the Issuer’s common stock, comprising
approximately 13.44% of the outstanding shares of common stock of the
Issuer. This percentage is based upon 60,537,534 issued and
outstanding shares of common stock reported in the Company’s Form 10-Q
filed by the Company on May 12, 2008, plus 2,205,731 shares of common
stock issuable upon the exercise of Series A Warrants, and 245,000 options
held by Mr. Siebert. Mr. Siebert’s beneficial ownership of
8,466,405 shares includes 6,015,674 shares of common stock; 170,000 shares
of common stock issuable upon the exercise of options exercisable at
$0.48, 10,000 of which must be exercised by December 31, 2008, 60,000 of
which must be exercised by May 4, 2011, and 100,000 of which must be
exercised by May 28, 2011; 75,000 shares of common stock issuable upon the
exercise of options exercisable at $0.22 all of which must be exercised by
February 15, 2013; and 2,205,731 shares of common stock issuable upon the
exercise of Series A Warrants for cash or on a cashless basis at an
exercise price of $0.45 per share at any time on or before June 30,
2008. The exercise price for any of Mr. Siebert’s Series A
Warrants that are not exercised on or before June 30, 2008 will revert
back to the original $0.90 exercise price on July 1,
2008.
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(b)
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Mr.
Siebert has sole voting and dispositive powers with respect to all shares
of the Issuer’s common stock held in his own
name.
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(c)
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Except
for the transactions described in this Amendment No. 2, there have been no
transactions in the class of securities during the past sixty
days.
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(d)
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Rights
with respect to dividends or sales
proceeds:
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
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Item
7.
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Material
to be Filed as Exhibits.
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