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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 | ||||||||
| Conditional Right to Buy Common Stock (1) (2) | (1) (2) | 03/22/2013 | M | 8,000,000 | (3) | (3) | Common Stock, $0.00001 par value | 8,000,000 | $ 0 | 92,000,000 | D | ||||
| 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 | 04/11/2013 | |
| **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 Reporting Person acquired shares of Common Stock, and conditional rights to buy Common Stock, pursuant to a Stock Purchase Agreement dated December 5, 2012 between the Issuer and the Reporting Person (the "Purchase Agreement") in a transaction approved by the board of directors of the Issuer for the purpose of exempting such transaction under Rule 16b-3 under the Securities Exchange Act of 1934, as amended. On March 22, 2013, the Reporting Person and the Issuer entered into an amendment agreement to the Purchase Agreement (the "Amendment Agreement") to modify certain provisions relating to the Reporting Person's conditional right to acquire shares of Common Stock by the date falling six months after the date of the Purchase Agreement (the "Second Closing Date"). (Continued in footnote 2) |
| (2) | Pursuant to the Amendment Agreement, the Reporting Person exercised its right to acquire 8,000,000 of the 100,000,000 shares of Common Stock at a price of $0.05 per share that it had previously been entitled to acquire on the Second Closing Date subject to the fulfillment of certain conditions. |
| (3) | As a result of the transactions described herein, the Reporting Person retains the right to acquire 92,000,000 shares of Common Stock at a price of $0.05 per share on the Second Closing Date, which right is conditional upon the fulfillment of certain conditions, including the receipt of stockholders' approval of a reverse split of the Common Stock of the Issuer and completion of the construction and commissioning of the Issuer's pilot plant. |