UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Convertible Note | 06/01/2005 | Â (7) | Common Stock | 34,000,000 | $ 0.05 | I | E&C Capital Partners, LLLP 2006 Intangible Irrevocable Trust (1) (4) (5) |
Convertible Note | 06/01/2005 | Â (7) | Common Stock | 34,000,000 | $ 0.05 | I | E&C Capital Partners II, LLLP 2006 Intangible Irrevocable Trust (2) (4) (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
E&C Capital Partners II, LLLP 2006 Intangible Irrevocable Trust 110 E. BROWARD BOULEVARD SUITE 1400 FORT LAUDERDALE, FL 33301 |
 |  X |  |  |
Egan Family GRATS 2006 Intangible Irrevocable Trust 110 E. BROWARD BOULEVARD SUITE 1400 FORT LAUDERDALE, FL 33301 |
 |  X |  |  |
E&C Capital Partners, LLLP 2006 Intangible Irrevocable Trust 110 E. BROWARD BOULEVARD 14TH FLOOR FORT LAUDERDALE, FL 33301 |
 |  X |  |  |
/s/ Robin Segaul Lebowitz, Trustee | 01/09/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | These securities were acquired by the Reporting Person from E&C Capital Partners, LLLP ("E&C"), as part of its year end tax planning. E&C is the sole beneficiary of the Trust. The Trust will terminate on January 30, 2006, at which time the securities will be reacquired by E&C. |
(2) | These securities were acquired by E&C Capital Partners II, LLLP 2006 Intangible Irrevocable Trust (the "Trust") from E&C Capital Partners II, LLLP ("E&C II"), as part if its year end tax planning. E&C II is the sole beneficiary of the Trust. The Trust will terminate on January 30, 2006, at which time the securities will be reacquired by E&C II. |
(3) | These securities were acquired by Egan Family GRATS 2006 Intangible Irrevocable Trust (the "Egan Trust") from The Michael S. Egan Grantor Retained Annuity Trust f/b/o Sarah Egan Mooney, The Michael S. Egan Grantor Retained Annuity Trust f/b/o Eliza Shenners Egan, The Michael S. Egan Grantor Retained Annuity Trust f/b/o Catherine Lewis Egan, The Michael S. Egan Grantor Retained Annuity Trust f/b/o Teague Michael Thomas Egan, and The Michael S. Egan Grantor Retained Annuity Trust f/b/o Riley Martin Michael Egan (the "GRATS"), as part of its year end tax planning. The GRATS are the sole beneficiaries of the Egan Trust. The Egan Trust will terminate on January 30, 2006, at which time the securities will be reacquired by the GRATS. |
(4) | Robin Segaul Lebowitz is Co-Trustee of the above-referenced Trusts and disclaims any pecuniary interest in the Common Stock. |
(5) | Dennis D. Smith is Co-Trustee of the above-referenced Trusts and disclaims any pecuniary interest in the Common Stock. |
(6) | Each of the Trusts and the Co-Trustees disclaim the creation of any group by the filing of this Form 3. |
(7) | This demand note has no expiration date and may be converted at any time perior to payment. |
 Remarks: E&C Capital Partners, LLLP 2006 Intangible Irrevocable Trust /s/ Robin Segaul Lebowitz, Trustee E&C Capital Partners II, LLLP 2006 Intangible Irrevocable Trust /s/ Robin Segaul Lebowitz, Trustee Egan Family GRATS 2006 Intangible Irrevocable Trust /s/ Robin Segaul Lebowitz, Trustee /s/ Robin Segaul Lebowitz, Trustee /s/ Dennis D. Smith, Trustee |