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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 | |
IOWC Technologies, Inc. 2603 MAIN STREET SUITE 1155 IRVINE, CA 92614 |
X | |||
CODE KENNETH REAY 2603 MAIN STREET SUITE 1155 IRVINE, CA 92614 |
X | Chief Technology Officer |
/s/ IOWC Technologies, Inc. | 05/02/2007 | |
**Signature of Reporting Person | Date | |
/s/ Kenneth Reay Code | 05/02/2007 | |
**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) | The acquisition of shares reported on this Form 4 were acquired as consideration for the sale of certain assets pursuant to the provisions of an Asset Purchase Agreement dated as of April 30, 2007 among the Issuer, a wholly-owned subsidiary of the Issuer and the Reporting Persons. |
(2) | Reporting Person, IOWC Technologies, Inc. ("IOWC"), is wholly owned by Reporting Person Kenneth Code; therefore each may be deemed to be the beneficial owner of the shares of Common Stock held by the other. IOWC holds 22,139,012 shares of the Issuer's Common Stock and Mr. Code holds 620,637 shares of the Issuer's Common Stock. |