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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Blankenbaker Jr. George S. 7117 US 31 S INDIANAPOLIS, IN 46227 |
X | X | President, Secretary, and Tr. |
/s/ George S. Blankenbaker, Jr. | 02/28/2014 | |
**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) | Shares were issued to Blankenbaker Ventures (Asia) Pte. Ltd. (BV Asia) pursuant to a Debt Conversion Agreement by and between the Issuer and the Reporting Person. |
(2) | Shares are held by BV Asia, of which the Reporting Person owns a 65% controlling interest. |
(3) | Shares were issued as consideration for services rendered by the Reporting Person to the Company pursuant to a restricted stock award agreement by and between the Issuer and the Reporting Person. The Reporting Person directed the shares to be issued to BV Asia, an entity in which the Reporting Person has a 65% controlling interest. The shares vest according to the following vesting schedule: 4,000,000 shares vested on February 26, 2014; thereafter 4,000,000 shares shall vest each February 26th. |
(4) | Shares were issued to Growers Synergy Pte Ltd. ("Growers Synergy") as consideration for services rendered by Growers Synergy to the Company. |
(5) | Shares are held by Growers Synergy, of which the Reporting Person is the Managing Director. Growers Fresh Pte. Ltd. ("Growers Fresh") owns a 51% interest in Growers Synergy and the Reporting Person controls a 49% interest in Growers Fresh. The Reporting Person may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, the Reporting Person disclaims that he is a beneficial owner of such shares, except to the extent of his pecuniary interest herein. |