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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 | $ 2.5 | 12/31/2008 | H(1) | 450,000 | 05/01/2005 | 04/30/2015 | Common Stock | 450,000 | $ 0 | 150,000 | D | ||||
2007 Series AB Convertible Prom Note | $ 4 | 12/31/2008 | A(2) | $ 163,340 | 12/31/2008 | 12/31/2008 | Common Stock | 40,585 | $ 163,340 | $ 959,184 | D | ||||
2007 Series AB Convertible Prom Note | $ 4 | 12/31/2008 | H(3) | $ 959,184 | 12/31/2008 | 12/31/2008 | Common Stock | 239,796 | $ 0 | 0 | D | ||||
2008 Promissory Note | $ 0.75 | 12/31/2008 | A(4) | $ 51,041 | 12/31/2008 | 12/31/2009 | Common Stock | 68,055 | $ 51,041 | $ 51,041 | D | ||||
2003 Obligation | $ 0.75 | 12/31/2008 | A(5) | $ 41,647 | 12/31/2008 | 12/31/2009(5) | Common Stock | 55,529 | $ 41,647 | $ 41,647 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ZIZZA SALVATORE J 641 LEXINGTON AVENUE NEW YORK, NY 10022 |
Chairman until resig. 12-31-08 |
s/ Salvatore Zizza | 01/08/2009 | |
**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) | Represents cancellation of 450,000 of 600,000 Class C Warrants. |
(2) | Represents interest and deferred compensation through 12/31/08 of $162,340. |
(3) | Represents cancellation of 2007 Series AB Convertible Promissory Note ($959,183.77) at 12/31/08. |
(4) | Represents right to convert, in whole or in part, the balance of $51,041.10 (principal amount and accrued interest through 12/31/2008) promissory note issued in November 2008 into the Issuer's common stock at a price of $.75 per share on any date before the Note is repaid by the Issuer. |
(5) | Represents right to convert, in whole or in part, the balance of $41,647 of open account obligation dating from 2003 into the Issuer's common stock at a price of $.75 per share on any date before the obligation is repaid by the Issuer. There is no fixed due date for payment of the obligation but the Issuer intends to repay the obligation by 12/31/09. |