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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 | ||||||||
| Series B-2 Convertible Preferred Stock | $ 0.5 | 05/13/2009 | P | 450,000 | (1) | (1) | Common Stock | 1,800,000 | $ 2 (2) | 450,000 | I | By 10X Fund, L.P. (3) (4) (5) | |||
| Class A-1 Warrant (right to buy) | $ 0.5 | 05/13/2009 | P | 1 | 05/13/2009 | 05/13/2014 | Common Stock | 900,000 | $ 0 (2) | 2 | I | By 10X Fund, L.P. (3) (4) (5) | |||
| Class A-2 Warrant (right to buy) | $ 0.5 | 05/13/2009 | P | 1 | 05/13/2009 | 05/13/2014 | Common Stock | 900,000 | $ 0 (2) | 2 | I | By 10X Fund, L.P. (3) (4) (5) | |||
| Class B Warrant (right to buy) | $ 0.5 | 05/13/2009 | P | 1 | 05/13/2009 | 05/13/2014 | Common Stock | 3,600,000 | $ 0 (2) | 2 | I | By 10X Fund, L.P. (3) (4) (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| 10X FUND LP 1099 FOREST LAKE TERRACE NICEVILLE, FL 32578 |
X | |||
| 10X Capital Management, LLC 1099 FOREST LAKE TERRACE NICEVILLE, FL 32578 |
X | |||
| 10X Fund, L.P., by 10X Capital Management, LLC, by Rod D. Martin, its Managing Member | 05/18/2009 | |
| **Signature of Reporting Person | Date | |
| 10X Capital Management, LLC, by Rod D. Martin, its Managing Member | 05/18/2009 | |
| **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) | Each share of Series B-2 Convertible Preferred Stock is convertible into four shares of Issuer's common stock at a conversion price of $0.50 per share (subject to customary anti-dilution protection adjustments) at the option of (a) the holder, at any time and (b) Issuer, at any time after May 13, 2010 (and upon 10 days notice) if the Issuer's common stock is quoted at or above $1.50 per share for 15 consecutive trading days and an effective registration statement regarding the underlying shares of Issuer's common stock is in effect (subject to certain monthly volume limits). The shares of Series B-2 Convertible Preferred Stock do not expire. |
| (2) | On May 13, 2009, 10X Fund, L.P. purchased (a) 450,000 shares of Series B-2 Preferred Stock, (b) one Class A-1 Warrant to purchase 900,000 shares of Common Stock for $0.50 per share, (c) one Class A-2 Warrant to purchase 900,000 shares of Common Stock for $0.50 per share, and (d) one Class B Warrant to purchase 3,600,000 shares of Common Stock for $0.50 per share, for aggregate consideration of $900,000. |
| (3) | 10X Fund, L.P. has direct beneficial ownership of all the securities owned by 10X Fund, L.P. 10X Capital Management, LLC, a Florida limited liability company, is the general partner of 10X Fund, L.P., a Delaware limited partnership, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by 10X Fund, L.P., such portion being equal to 10X Capital Management, LLC's (a) 20% interest in the profits of 10X Fund, L.P., (b) interest in any securities which are used to pay a 2% annual management fee to 10X Capital Management, LLC, and (c) interest in one-half of the Class B Warrants acquired by 10X Fund, L.P. in all closings other than the initial closing held on February 12, 2009, less one Class B Warrant which 10X Capital Management, LLC has committed to reallocate to investors in all prior closings until each such investor has one (1) additional Class B Warrant for each dollar invested. |
| (4) | 10X Capital Management, LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| (5) | Excludes (i) up to 1,650,000 shares of Series B-2 Preferred Stock convertible into 6,600,000 shares of Common Stock; (ii) Class A-1 Warrants exercisable to purchase up to 3,300,000 shares of Common Stock; (iii) Class A-2 Warrants exercisable to purchase up to 3,300,000 shares of Common Stock; and (iv) Class B Warrants exercisable to purchase up to 13,200,000 shares of Common Stock that 10X Fund, L.P. may purchase from Issuer within 60 days of the date hereof pursuant to a Securities Purchase Agreement dated February 12, 2009 between Issuer and 10X Fund, L.P. |
| Remarks: This statement is a joint filing by 10X Fund, L.P. and 10X Capital Management, LLC, a Florida limited liability company and the general partner of 10X Fund, L.P. | |