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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 | ||||||||
$250,000 Convertible Promissory Note | $ 0.01 | 05/29/2007 | 05/29/2007 | P | 25,000,000 | 05/29/2007 | (3) | Common Stock | 25,000,000 | $ 0.01 | 25,000,000 | D | |||
$2,750,000 Convertible Note Options (1) | $ 0.01 | 05/29/2007 | 05/29/2007 | P | 275,000,000 | 05/29/2007 | (2) | Common Stock | 275,000,000 | $ 0.01 | 275,000,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DANCING BEAR INVESTMENTS 110 E. BROWARD BOULEVARD, 14TH FLOOR FT LAUDERDALE, FL 33301 |
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/s/ Michael S. Egan | 05/31/2007 | |
**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) | Consisits of an option to acquire an additional $2,750,000 of Convertible Notes on the same terms as the $250,000 convertible note. |
(2) | The option to acquire additional convertible notes expires November 25, 2007. The Convertible Notes may be converted at any time prior to payment. |
(3) | The Convertible Notes are demand notes and have no expiration date and may be converted at any time prior to payment. Includes an aggregate of 80,380,081 shares into which the Notes, if fully exercised and convertible, could not be so converted until such time as the Issuer files a Certificate of Amendment with the Delaware Secretary of State increasing the number of its authorized common stock. |