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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 | ||||||||
WARRANT (RIGHT TO BUY) | $ 0.0001 | 01/15/2010 | J | 651,568 | 10/11/2007 | 10/11/2017(3) | COMMON STOCK | 651,568 | (2) | 58,071 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PINTSOPOULOS ANTHONY C 4737 NORTH OCEAN DRIVE SUITE 207 LAUDERDALE BY THE SEA, FL 33308 |
X | X | Secretary & CFO |
/s/ PINTSOPOULOS, ANTHONY C. | 01/19/2010 | |
**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) | In connection with a share exchange transaction, as reported in the Current Report on Form 8-K filed with the SEC on January 19, 2010, the reporting person canceled 526,039 shares which decreased the number of shares beneficially owned by the reporting person from 709,639 shares to 183,600 shares. The reporting person did not receive any cash consideration for the cancellation of the shares. The reporting person also resigned from all executive, director and other positions with the Issuer upon closing of the share exchange transaction. |
(2) | In connection with a share exchange transaction, as reported in the Current Report on Form 8-K filed with the SEC on January 19, 2010, the reporting person canceled a warrant to purchase 651,568 shares which decreased the number of derivative securities ("Warrant Shares") beneficially owned by the reporting person from 709,639 Warrant Shares to 58,071 Warrant Shares. The reporting person did not receive any cash consideration for the cancellation of the warrant. The reporting person also resigned from all executive, director and other positions with the Issuer upon closing of the share exchange transaction. |
(3) | The warrant expires on or prior to the close of business on the earlier of (i) October 11, 2017 or (ii) five years from the date the Issuer consummates a merger or other business combination with an operating business or any other event pursuant to which the Issuer ceases to be a "shell company," as defined by Rule 12b-2 under the Securities Exchange Act of 1934 and a "blank check company," as defined by Rule 419 of the Securities Act of 1933. |