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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 | ||||||||
Warrants | $ 0.07 | 04/06/2015 | X | 42,857,143 | 03/06/2015 | 03/06/2020 | Common Stock | 42,857,143 | $ 0 | 0 | D | ||||
Warrants | $ 0.084 | 04/06/2015 | X | 30,000,000 | 03/06/2015 | (1) | Common Stock | 30,000,000 | $ 0 | 0 (2) | D | ||||
Warrants | $ 0.084 | 04/06/2015 | P | 15,000,000 | 04/06/2015 | 04/06/2020 | Common Stock | 15,000,000 | (3) | 15,000,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Shenzhen City Qianhai Xinshi Education Management Co., Ltd. ROOM 201 BLOCK A NO. 1 QIANWAN ROAD 1 QIANHAI SHENZHEN SHENZHEN, F4 518000 |
X |
/s/ Xiaoqiong (David) Dai, Director of Reporting Person | 04/13/2015 | |
**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) | These warrants expire one year from the effective date of the registration statement required to be filed by the issuer with respect to the securities owned by the reporting person. |
(2) | These warrants ("B Warrants") give the reporting person the rights to acquire (i) an additional 12,857,143 shares of the issuer's common stock and (ii) warrants to purchase up to a total of 6,428,572 remaining additional shares of common stock at any time and from time to time for a period of five years from the date of the warrants at an exercise price equal to the purchase price of the B Warrant shares calculated in accordance with the terms of the B Warrants at the time of purchase. |
(3) | The reporting person received these warrants upon the exercise of the B Warrants as described in note 2 for $0.084 per share. |