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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 | $ 0.025 | 04/11/2012 | M | 335,432.68 | (3) | 05/06/2013 | Common Stock | 13,417,308 | (1) | 0 | D | ||||
| Series A Preferred Stock | $ 0.09 | 04/11/2012 | M | 349 | 06/30/2009 | (4) | Common Stock | 3,877,778 | (2) | 0 | D | ||||
| Common Stock Warrants | $ 0.07 | 04/11/2012 | A | 2,900,001 | 04/11/2012 | 04/11/2017 | Common Stock | 2,900,001 | (5) | 5,964,001 | D | ||||
| Series A Preferred Warrant | $ 1,250 | 04/11/2012 | D | 174 | 06/30/2009 | 06/30/2014 | Series A Preferred | 174 | (5) | 0 (6) | D | ||||
| Series A Preferred stock | $ 0.09 | 04/11/2012 | M | 53 | 06/30/2009 | (4) | Common Stock | 588,889 (2) | (2) | 0 | I | Owned by Spouse | |||
| Series A Preferred Warrants | $ 1,250 | 04/11/2012 | M | 27 | 06/30/2009 | 06/30/2014 | Series A Preferred | 27 | (5) | 0 | I | Owned by Spouse | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Barish Michael S 2401 EAST SECOND AVENUE SUITE 400 DENVER, CO 80206 |
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| Kimberly Westmoreland, Attorney in Fact | 04/13/2012 | |
| **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) | As part of a restructuring of the Issuers capital accounts, Mr. Barish converted Convertible Notes, comprising $306,235.44 in principal and $29,197.24 in accrued interest outstanding, into Common Stock of the Issuer. As part of the restructuring, the conversion price was reduced from the original $0.10 per share of Common Stock to $0.025 per share of Common Stock for all holders of the Convertible Notes, including the Reporting Person. Pursuant to Rule 16b-3(d), the restructuring and the conversion were approved by the Issuers Board of Directors. |
| (2) | As part of a restructuring of the Issuers capital accounts, Mr. Barish converted Series A Preferred Stock into Common Stock of the Issuer. As part of the restructuring, the conversion price was reduced from $0.18 per share of Common Stock to $0.09 per share of Common Stock for all holders of the Series A Preferred Stock, including the Reporting Person. Pursuant to Rule 16b-3(d), the restructuring and the conversion were approved by the Issuers Board of Directors. Various. The Date Exercisable of the Convertible Notes ranged from 05/06/2010 to 01/31/2011. |
| (3) | Various. The Date Exercisable of the Convertible Notes ranged from 05/06/2010 to 01/31/2011. |
| (4) | The Series A Preferred Stock had no expiration date. |
| (5) | As part of a restructuring of the Issuers capital accounts, the Issuer issued Common Stock Warrants in exchange for all outstanding Series A Preferred Warrants, including those held by the Reporting Person. Pursuant to Rule 16b-3(d), the restructuring and the warrant exchange were approved by the Issuers Board of Directors. |
| (6) | Includes Shares held in an IRA Rollover Account |