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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Debt Conversion Rights | $ 0.03 | 12/31/2011 | Â | C(1) | 5,989,267 | Â | 12/31/2011 | 12/31/2016 | Common Stock | $ 0 (1) | 9,851,537 | Â | ||
Debt Conversion Rights (Warrants) | $ 0.05 | 12/31/2011 | Â | C(1) | 2,994,633 | Â | 12/31/2011 | 12/31/2019(1) | Common Stock | $ 0 (1) | 12,846,170 | Â | ||
Debt Conversion Rights | $ 0.04 | 12/31/2011 | Â | C(2) | 1,667,150 | Â | 12/31/2011 | 12/31/2016 | Common Stock | $ 0 (2) | 14,513,320 | Â | ||
Debt Conversion Rights (Warrants) | $ 0.06 | 12/31/2011 | Â | C(2) | 833,575 | Â | 12/31/2011 | 12/31/2019(2) | Common Stock | $ 0 (2) | 15,346,895 | Â | ||
Debt Conversion Rights | $ 0.04 | 12/31/2011 | Â | C(3) | 8,212,034 | Â | 12/31/2011 | 12/31/2016 | Common Stock | $ 0 (3) | 23,558,929 | Â | ||
Debt Conversion Rights (Warrants) | $ 0.06 | 12/31/2011 | Â | C(3) | 4,106,017 | Â | 12/31/2011 | 12/31/2019(3) | Common Stock | $ 0 (3) | 27,664,946 | Â | ||
Debt Conversion Rights | $ 0.04 | 12/31/2011 | Â | C(4) | 137,125 | Â | 12/31/2011 | 12/31/2012 | Common Stock | $ 0 (4) | 27,802,071 | Â | ||
Debt Conversion Rights (Warrants) | $ 0.06 | 12/31/2011 | Â | C(4) | 68,563 | Â | 12/31/2011 | 12/31/2015(4) | Common Stock | $ 0 (4) | 27,870,634 | Â | ||
Debt Conversion Rights | $ 0.04 | 12/31/2011 | Â | C(5) | 75,000 | Â | 12/31/2011 | 12/31/2012 | Common Stock | $ 0 (5) | 27,945,634 | Â | ||
Debt Conversion Rights (Warrants) | $ 0.06 | 12/31/2011 | Â | C(5) | 37,500 | Â | 12/31/2011 | 12/31/2015(5) | Common Stock | $ 0 (5) | 27,983,134 | Â | ||
Debt Conversion Rights | $ 0.04 | 12/31/2011 | Â | C(6) | 868,775 | Â | 12/31/2011 | 12/31/2012 | Common Stock | $ 0 (6) | 28,851,909 | Â | ||
Debt Conversion Rights (Warrants) | $ 0.06 | 12/31/2011 | Â | C(6) | 434,388 | Â | 12/31/2011 | 12/31/2015(6) | Common Stock | $ 0 (6) | 29,286,297 | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MCMORRAN DOREEN 6320 S. SANDHILL RD UNIT 10 LAS VEGAS, NV 89120 |
 |  X |  |  |
/s/ Doreen McMorran | 02/21/2012 | |
**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 December 31, 2011 the Issuer extended a Promissory Note due to Ms. McMorran totaling $179,677.66. Under the terms of the Promissory Note, Ms. McMorran has the right to convert all or any part of the principal sum of the loan into common stock of the Issuer as well as a warrant agreement to purchase one share for every two shares acquired. The expiration date on the warrant is 3 years from the date of conversion. |
(2) | On December 31, 2011 the Issuer extended a Promissory Note due to Ms. McMorran totaling $66,686. Under the terms of the Promissory Note, Ms. McMorran has the right to convert all or any part of the principal sum of the loan into common stock of the Issuer as well as a warrant agreement to purchase one share for every two shares acquired. The expiration date on the warrant is 3 years from the date of conversion. |
(3) | On December 31, 2011 the Issuer's Board of Directors approved a Debt Converstion Agreement which grants Ms. McMorran the right to convert gross salary debt owed to her totaling $328,481 into common stock of the Issuer as well as a warrant agreement to purchase one share for every two shares acquired. The expiration date on the warrant is 3 years from the date of conversion. |
(4) | On December 31, 2011 the Issuer issued a Promissory Note due to Ms. McMorran totaling $5,485. Under the terms of the Promissory Note, Ms. McMorran has the right to convert all or any part of the principal sum of the loan into common stock of the Issuer as well as a warrant agreement to purchase one share for every two shares acquired. The expiration date on the warrant is 3 years from the date of conversion. |
(5) | On December 31, 2011 the Issuer issued a Promissory Note due to Ms. McMorran totaling $3,000. Under the terms of the Promissory Note, Ms. McMorran has the right to convert all or any part of the principal sum of the loan into common stock of the Issuer as well as a warrant agreement to purchase one share for every two shares acquired. The expiration date on the warrant is 3 years from the date of conversion. |
(6) | On December 31, 2011 the Issuer issued a Promissory Note due to Ms. McMorran totaling $34,751. Under the terms of the Promissory Note, Ms. McMorran has the right to convert all or any part of the principal sum of the loan into common stock of the Issuer as well as a warrant agreement to purchase one share for every two shares acquired. The expiration date on the warrant is 3 years from the date of conversion. |