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 | ||||
Conditional Right to Buy Common Stock (1) | Â (2) | Â (2) | Common Stock, $0.00001 par value | 100,000,000 | $ (2) | D | Â |
Conditional Right to Buy Common Stock (1) | Â (3) | Â (3) | Common Stock, $0.00001 par value | 100,000,000 | $ (3) | D | Â |
Conditional Right to Buy Common Stock (1) | Â (4) | Â (4) | Common Stock, $0.00001 par value | 40,000,000 | $ (4) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ventrillion Management Co Ltd OLIAJI TRADE CENTRE 1ST FLOOR VICTORIA MAHE, T2 |
 X |  X |  |  |
/s/ Lee Bok Leong, Director, on behalf of Ventrillion Management Company Ltd | 12/21/2012 | |
**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) | The Reporting Person acquired the shares of Common Stock, and conditional rights to buy Common Stock, pursuant to the Stock Purchase Agreement dated December 5, 2012 made between the Issuer and the Reporting Person (the "Purchase Agreement") in a transaction approved by the board of directors of the Issuer (the "Board") for the purpose of exempting such transaction under Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The Reporting Person has nominated, and the Issuer has appointed, two new members to the Board, Roland Taufiq Perdamaian and Ivy Santoso (the "New Directors"). The New Directors were nominated for appointment by the Reporting Person pursuant to its right to nominate two directors to the Board under the terms of the Purchase Agreement for so long as the Reporting Person (or any transferee) beneficially owns at least 10.0% of the outstanding common shares of the Issuer. |
(2) | The Reporting Person has the right to acquire, subject to the satisfaction of certain conditions, including the receipt of stockholders' approval of a reverse split of the Common Stock of the Issuer (the "Stockholder Approval") and completion of the construction and commissioning of the Issuer's pilot plant, 100,000,000 shares of Common Stock at the price of $0.05 per share on the date falling on the six-month anniversary date of the Purchase Agreement (the "Second Closing Date"). |
(3) | The Reporting Person has the right to acquire, subject to the satisfaction of certain conditions, including the commercialization of the Issuer's technology, 100,000,000 shares of Common Stock at the price of $0.06 per share on the date falling on the twelve-month anniversary date of the Purchase Agreement. |
(4) | The Reporting Person has the right to acquire 40,000,000 shares of Common Stock at an exercise price of $0.00001 per share, which right will arise if the Stockholder Approval is not obtained by the Second Closing Date. |
 Remarks: This Form 3 amends and restates the Reporting Person's original Form 3 in its entirety. |