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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mooers Richard L 240 SOUTH PINEAPPLE AVENUE, SUITE 701 SARASOTA, FL 34236 |
X | X |
/s/ Richard Mooers | 02/26/2015 | |
**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) | For services rendered and loans outstanding, the Registrant, prior to this transaction, was indebted to MB Technology Holdings, LLC ("MBTH") in the amount of $1,839,239.04. The Registrant and MBTH agreed, as of the date of this transaction, that payment of $1,106,098.00 of the outstanding debt owed by the Registrant to MBTH would be made in a number of shares of common stock of the Registrant of value equal to this portion of the total outstanding debt. |
(2) | Family entities and trusts for the benefit of Mr. Mooers' children beneficially own shares, options and warrants of the Registrant through MB Merchant Group, LLC, of which these family trusts and entities beneficially own 80%, which in turn is a 45.2% owner of MBTH |
(3) | For services rendered and loans outstanding, in contemplation of the transaction referenced by footnote (1) above, prior to this transaction, the Registrant remained indebted to MBTH in the amount of $733,141.04. The Registrant and MBTH agreed, as of the date of this transaction, that payment of the balance of this remaining outstanding debt would be made in a number of shares of common stock of the Registrant of value equal to the remaining balance of the outstanding debt. |