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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 | ||||||||
Convertible Promissory Note (1) | $ 0.02 | 01/13/2012 | A | 56,000,000 (2) | 01/13/2012 | 02/27/2013(3) | Common Stock | 56,000,000 (2) | (1) | 56,000,000 (2) | I | By Berg McAfee Companies, LLC (4) | |||
Convertible Promissory Note (1) | $ 0.02 | 01/13/2012 | A | 5,000,000 (2) | 01/13/2012 | (5) | Common Stock | 5,000,000 (2) | (1) | 5,000,000 (2) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BERG CLYDE J C/O BERG & BERG DEVELOPERS 10050 BANDLEY DR CUPERTINO, CA 95014 |
X |
/s/Clyde Berg | 02/17/2012 | |
**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) | On January 13, 2012, Berg McAfee Companies, LLC ("BMC") and Clyde Berg entered into a Debt Conversion Agreement (the "BMC Debt Conversion Agreement"). The BMC Debt Conversion Agreement modified the conversion rate of a Convertible Promissory Note held by BMC and a note held by Mr. Berg (the "Notes") to provide that all principal and accrued interest under such Notes shall be converted into shares of the Company's common stock at a conversion price to Two Cents ($0.02) per share (the "Conversion"), subject to certain requirements and conditions as set forth in the BMC Debt Conversion Agreement. |
(2) | Represents common stock issuable upon conversion of the principal amount of the Notes and does not factor in accrued interest thereon, which is also convertible. |
(3) | Represents the date the Convertible Note is due. |
(4) | Clyde Berg and Eric McAfee are deemed to beneficially own the securities held by Berg McAfee Companies, LLC. |
(5) | Not applicable. |