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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 | ||||||||
Convertible Promissory Note | $ 0.02 | 06/27/2012 | J | 75,427,650 | 01/13/2012 | (2) | Common Stock | 75,427,650 | $ 0.02 | 75,427,650 | I | By Berg McAfee Companies, LLC (1) | |||
Convertible Promissory Note | $ 0.02 | 06/27/2012 | J | 6,385,000 | 01/13/2012 | (2) | Common Stock | 6,385,000 | $ 0.02 | 6,385,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BERG CLYDE J C/O BERG & BERG DEVELOPERS 10050 BANDLEY DR CUPERTINO, CA 95014 |
X |
/s/ Clyde Berg | 07/16/2012 | |
**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) | Clyde Berg and Eric McAfee are deemed to beneficially own the securities held by Berg McAfee Companies, LLC which is owned 50% by each Mr. McAfee and Mr. Berg. |
(2) | Not applicable. |
Remarks: The Registrant previously entered into a Debt Conversion Agreement (the "BMC Debt Conversion Agreement") with Berg McAfee Companies, LLC, a California Limited liability company ("BMC"), and Clyde Berg, an individual ("Berg"). On June 26, 2012, the Registrant provided BMC and Berg notice of its intent to exercise its rights under the BMC Debt Conversion Agreement. On June 27, 2012, all amounts of principal and accrued interest under the Notes held by BMC and Berg, were extinguished and $1,508,553 of principal and interest was converted into 75,427,650 shares of common stock under BMC's Note, and $127,700 of principal and interest was converted into 6,385,000 shares of common stock under Berg's Note. |