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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 | $ 0.1 | 08/10/2007 | C | 9,000,000 | (4) | (5) | Common Stock | (1) (2) | (1) (2) | 41,390,499 | D | ||||
Common Stock | (3) | 08/10/2007 | G | 700,000 | (5) | (5) | Common Stock | (3) | (3) | 40,690,499 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JENKINS JOHN C/O RAPID LINK INC 17383 SUNSET BLVD #350 PACIFIC PALASADES, CA 90272 |
X | X | Chief Executive Officer |
John Jenkins | 08/14/2007 | |
**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 converted $900,000 of principal at $0.10 per share. |
(2) | The convertible note is convertible at the closing price of the common stock on the date prior to receipt of the election to convert. However the person elected to convert at a price above market $0.10 , which he has the right to do. |
(3) | Owner gifted 700,000 shares to (7) seven members of his family not living at the same address. (100,000 shares to each person). |
(4) | Immediate |
(5) | None |