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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 | ||||||||
Warrant to purchase Common Stock | $ 0.14 (1) | 03/31/2005 | P | 30,000 | 04/30/2003 | 04/01/2008 | Common Stock | 30,000 | $ 0 | 30,000 | D | ||||
Line of Credit (Convertible Note) | $ 0.14 (2) | 03/31/2005 | P | 949,067 | 03/31/2005 | 06/30/2007 | Common Stock | 949,067 | $ 0 | 949,067 | I | See footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LEHMAN SPENCER D 26671 LATIGO SHORE DRIVE MALIBU, CA 90265 |
X | X |
/s/ Spencer D. Lehman | 04/18/2005 | |
**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 warrant was amended on March 31, 2005 to provide that it is exercisable at the lesser of $.14 or 80% of the fair market value as the date of the actual exercise. |
(2) | The Reporting Person holds a 25.4% interest in DEMALE, LLC which holds a Line of Credit (Convertible Note) which includes a conversion right for the principal amount of, and unpaid interest on, the Line of Credit. As amended on March 31, 2005, the conversion rate is equal to $.14 per share or 80% of the fair market value on the date of the written notice, whichever is lower at the time of conversion. Currently the Line of Credit, including interest through March 31, 2005, is convertible into 3,740,057 shares at $0.14 per share. |