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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 | ||||||||
SERIES F CONVERTIBLE PREFERRED STOCK | (3) | 03/03/2006 | C | 18,800 | 02/28/2003 | (4) | COMMON STOCK | 1,880,000 | (5) | 0 | D | ||||
COMMON STOCK WARRANTS (6) | $ 0.1 | 03/03/2006 | S | 250,000 | 10/11/2004 | 10/11/2009 | COMMON STOCK | 250,000 | (7) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RINEHART VINCENT R 4425 ATLANTIC AVE SUITE A-15 LONG BEACH, CA 90807 |
X | X | President |
/s/ Vincent Rinehart | 03/07/2006 | |
**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) | Reporting Person sold common stock of Issuer to a third party in a change of control transaction in exchange for certain assets of the Issuer being transferred to AMRES Holding, LLC, an entity controlled by the Reporting Person. |
(2) | Reporting Person acquired common stock from conversion of the Issuer's Series F Convertible Preferred Stock, which did not have a conversion price. |
(3) | 1-for-100. |
(4) | The Series F Preferred Stock does not expire. |
(5) | The shares of Series F Preferred Stock were issued to the Reporting Person in exchange for the surrender of a promissory note in the principal amount of $438,509. |
(6) | Warrants were in the name of AMRES Holding, LLC, an entity controlled by the Reporting Person. |
(7) | The warrants were issued in a transaction whereby AMRES Holding, LLC, an entity controlled by the Reporting Person, loaned the Issuer $125,000. |