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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 | ||||||||
8% Convertible Debenture | $ 0.2 | 02/04/2010 | J(1) | $ 499,500 | 02/04/2010 | (2) | Common Stock | 2,497,500 | (1) | $ 499,500 | D | ||||
Warrant (Right to Buy) | $ 0.5 | 02/04/2010 | J(1) | 1,250,000 | 02/04/2010 | 02/04/2015(3) | Common Stock | 1,250,000 | (1) | 1,250,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lu C. Mike 11545 W. BERNARDO COURT SUITE 301 SAN DIEGO, CA 92127 |
X |
/s/ Mike Lu | 02/08/2010 | |
**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) | Received in exchange for cancellation of promissory note in principal amount of $500,000. |
(2) | The 8% Convertible Debenture is convertible at any time by the holder into shares of common stock at a conversion price equal to $0.20 per share, subject to adjustment, and expires upon repayment and has a maturity date of February 4, 2012. |
(3) | The expiration date is the earlier of February 4, 2015 or (a) a merger or consolidation where the issuer is not the surviving corporation or a reverse triangular merger where the issuer's capital stock is converted into other property by virtue of the merger or (b) a sale of all or substantially all of the assets of the issuer, where the stockholders of the issuer immediately prior to such event do not retain at least 50% of the voting power of the acquiring or surviving entity immediately after the acquisition or sale. |