UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Secured Convertible Promissory Note | Â (1) | 06/19/2010 | Common Stock | 328,751,428 (2) | $ 0.0028 (3) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RS Properties I LLC 40 WALL STREET, 23RD FLOOR NEW YORK, NY 10005 |
 |  X |  | Member 13(d) group owning +10% |
/s/ John Lack | 06/29/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Immediately. |
(2) | Assumes the current principal balance of $920,000 million of the Secured Convertible Promissory Note is converted at a Conversion Price of $0.0028. The number of shares of Common Stock the Secured Convertible Promissory Note is convertible into is determined by dividing (x) that portion of the outstanding principal balance under the Secured Convertible Promissory Note being converted as of the date of conversion by (y) the then applicable Conversion Price. Excludes up to 1,985,714,285 additional shares of Common Stock which may become issuable if the Secured Convertible Promissory Note is funded in full. The holder has the right to advance an additional $5.56 million under the terms of the Secured Convertible Promissory Note. |
(3) | Subject to adjustment under certain specified circumstances. |