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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 | ||||||||
7% Unsecured Convertible Promissory Note | $ 0.18 (1) | 09/29/2014 | C | 503,689 (1) | (1) | (1) | Common Stock | 503,689 | (1) | $ 186,160 (3) | I | See footnote (1) | |||
7% Unsecured Convertible Promissory Note | $ 0.12 | 09/29/2014 | C | 524,250 (2) | (2) | (2) | Common Stock | 524,250 | (2) | $ 92,657 (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Celentano Vincent L. 4314 TRANQUILITY DRIVE HIGHLAND BEACH, FL 33487 |
X | |||
Celentano Consulting Company, LLC 4314 TRANQUILITY DRIVE HIGHLAND BEACH, FL 33487 |
X |
/s/ Vincent L. Celentano | 10/01/2014 | |
**Signature of Reporting Person | Date | |
Celentano Consulting Company, LLC, By: /s/ Vincent L. Celentano, Name: Vincent L. Celentano, Title: Managing Member | 10/01/2014 | |
**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 acquired by Celentano Consulting Company, LLC, through conversion of 7% unsecured convertible promissory notes in the aggregate principal and accrued interest amount of $71,195 on September 29, 2014, at conversion prices of $0.10 - $0.345 per share and a weighted average exercise price of $0.18 per share. Mr. Celentano is the manager of Celentano Consulting Company. The notes were initially issued on various dates between January, 2014 and March, 2014. |
(2) | Shares acquired by Vincent L. Celentano through conversion of 7% unsecured convertible promissory notes in the aggregate principal and accrued interest amount of $62,910 on Septemberr 29, 2014 at a conversion price of $0.12 per share. The notes were initially issued on various dates between March, 2014 and May, 2014. |
(3) | Reporting Person beneficially owns 7% unsecured convertible promissory notes in the aggregate principal amount and accrued interest of $92,657 at September 30, 2014. The notes are convertible at $0.12 per share. Reporting Person also beneficially owns 7% senior, secured convertible promissory notes in the aggregate principal amount and accrued interest of $186,160 at September 30, 2014. The senior, secured convertible promissory notes are convertible at $0.345 per share. |