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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 | ||||||||
Stock Purchase Warrants (right to buy) | $ 0.5469 | 01/13/2005 | X | 218,657 | 01/14/2002 | 01/14/2005 | Common Stock | 218,657 | (3) | 0 | D | ||||
Stock Purchase Warrants (right to buy) | (4) | (4) | (4) | Common Stock | 1,291,651 | 1,291,651 | D | ||||||||
Stock Purchase Warrants (right to buy) | (5) | (5) | (5) | Common Stock | 249,785 | 249,785 | D | ||||||||
Stock Purchase Warrants (right to buy) | (6) | (6) | (6) | Common Stock | 166,523 | 166,523 | D | ||||||||
Stock Purchase Warrants (right to buy) | (7) | (7) | (7) | Common Stock | 297,419 | 297,419 | D | ||||||||
Stock Purchase Warrants (right to buy) | (8) | (8) | (8) | Common Stock | 289,310 | 289,310 | I | By Rainbow Gate Corporation (1) | |||||||
Stock Purchase Warrants (right to buy) | (9) | (9) | (9) | Common Stock | 297,419 | 297,419 | I | By Rainbow Gate Corporation (1) | |||||||
Stock Purchase Warrants (right to buy) | (10) | (10) | (10) | Common Stock | 325,400 | 325,400 | I | By Ogier Trustee (Jersey) Limited as Trustee (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GINOLA LTD C/O FIDUCIARY SERVIES LIMITED ST. HELIER JERSEY CHANNEL ISLANDS JE49WG |
X |
/s/ Joerg Fischer | 01/14/2005 | |
**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) | These securities are owned by Rainbow Gate Corporation. The sole shareholder of the Reporting Person is also the sole shareholder of Rainbow Gte Corporation. |
(2) | These securities are owned solely by Crestflower Corporation, Ogier Trustee (Jersey) Limited, as trustee, and Chelsea Trust Company Limited, as trustee, as indicated. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities. |
(3) | The Stock Purchase Warrants were acquired on January 14, 2002 as part of the amendment and waiver to the $300,000 9% Secured Convertible Note that was originally issued in a private placement by the Issuer on November 27, 2001 for a total consideration of $300,000. |
(4) | The warrants to purchase Issuer's Common Stock have an exercise price of $0.8110 per share, are exercisable immediately, and have an expiration date of April 25, 2006. |
(5) | The warrants to purchase Issuer's Common Stock have an exercise price of $2.76 per share, are exercisable immediately, and will expire on December 31, 2005. |
(6) | The warrants to purchase Issuer's Common Stock have an exercise price of $2.76 per share, are exercisable immediately, and will expire on June 10, 2008. |
(7) | The warrants to purchase Issuer's Common Stock have an exercise price of $1.21 per share, are exercisable beginning on April 25, 2005 and will expire on April 25, 2010. |
(8) | The warrants to purchase Issuer's Common Stock have an exercise price of $0.7542 per share, are exercisable immediately, and have an expiration date of February 28, 2005. |
(9) | The warrants to purchase Issuer's Common Stock have an exercise price of $1.21 per share, are exercisable beginning on April 25, 2005 and will expire on April 25, 2010. |
(10) | The warrants to purchase Issuer's Common Stock have an exercise price of $1.21 per share, are exercisable beginning on April 25, 2005 and will expire on April 25, 2010. |