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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 | ||||||||
12% Convertible Promissory Note (1) | $ 0.09 | 03/28/2008 | P | 1,931,133 | 03/28/2008 | 05/25/2008 | Common Stock | 1,931,133 | (2) | 1,931,133 | I | By SVM (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BAREL MEIR DR C/O STAR VENTURES MANAGEMENT POSSARTSTRASSE 9 D-81679 MUNICH, 2M |
X |
/s/ Meir Barel, Dr. Meir Barel | 04/01/2008 | |
**Signature of Reporting Person | Date | |
/s/ Meir Barel, SVM Star Ventures Managementgesellschaft mbH Nr. 3 | 04/01/2008 | |
**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) | SVM 3 (defined below) acquired the Convertible Promissory Notes, dated as of March 26, 2008, in consideration for an aggregate price of $173,802. The Convertible Promissory Notes are convertible into shares of common stock by dividing the principal amount and interest accrued thereon by the conversion price. Consequently, the aggregate number of shares reported hereunder (1,931,133 shares) may generally increase until the full repayment of the Convertible Promissory Notes. Subject to execution and closing of definitive agreements, the Convertible Promissory Notes will be automatically converted into Convertible Debentures. |
(2) | Not applicable |
(3) | SVM Star Ventures Managementgesellschaft mbH Nr. 3 ("SVM 3") is the general partner of SVE Star Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability) ("SVE VII") which holds some of the securities indirectly through SVM 3. SVM 3 is also affiliated with Star-Seed Managementgesellschaft mbH ("Seed GmbH"), the general partner of Star Seed Enterprise, a German Civil Law Partnership (with limitation of liability), which holds some of the securities indirectly through SVM 3. Barel is the sole director and primary shareholder of Seed GmbH and SVM 3. |
Remarks: Each of the reporting person and the joint filers disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person or any joint filer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or for any other purpose. Joint Filing Information In addition to Dr. Meir Barel, the designated filer, the following are names and address of the other reporting persons: 1. SVM Star Ventures Managementgesellschaft mbH Nr. 3 ("SVM 3") is a German limited liability company, with a principal business address at Possartstrasse 9, D-81679 Munich, Germany. |