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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 | $ 0.059 | 04/07/2010 | P | 431,034 | 04/07/2010 | 04/07/2010 | COMMON STOCK | 431,034 | $ 0 | 10,041,611 (1) (2) (3) | D | ||||
Note | $ 0.059 | 04/07/2010 | P | 1,694,915 | 04/07/2010 | 10/07/2010 | COMMON STOCK | 1,694,915 | $ 100,000 | 11,736,526 (1) (2) (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KESSLER LESLIE 25 FAIRCHILD AVE. SUITE 250 PLAINVIEW, NY 11803 |
X | Chief Executive Officer |
/s/ Leslie Kessler | 12/02/2010 | |
**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) | Ms. Leslie Kessler holds (a) warrants expiring 10/14/2010 to purchase 256,410 shares of common stock at an exercise price of $0.047 per share; (b) warrants expiring 11/17/2013 to purchase 250,000 shares of common stock at an exercise price of $0.048 per share; (c) warrants expiring 4/17/2014 to purchase 4,000,000 shares of common stock at an exercise price of $0.041 per shares of common stock at an exercise price of $0.041 per share; (d) options expiring 4/17/2014 to purchase 3,000,000 shares of common stock at an exercise price of $0.041 per share; (e) warrants expiring 10/21/14 to purchase 104,167 shares of common stock at an exercise price of $0.0576 per share; and (f) warrants expiring 3/8/2015 to purchase 2,000,000 shares of common stock at an exercise price of $0.052 per share; and (g) warrants expiring April 7, 2015 for the purchase of 431,034 shares of common stock at an exercise price of $0.059 per share. |
(2) | Ms. Kessler also holds a $100,000 principal amount promissory note of the Company, due October 7, 2010, and convertible into 1,694,915 shares of common stock. |
(3) | On March 8, 2010, the Board of Directors of the Company cancelled the common stock purchase warrants issued to Ms. Leslie Kessler on March 29, 2007, and expiring March 29, 2010, for the purchase of 2,000,000 shares of common stock at an exercise price of $0.11 per share and issued to Ms. Kessler warrants expiring March 8, 2015 for the purchase of 2,000,000 shares of common stock at an exercise price of $0.052 per share. |