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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 | ||||||||
Secured Convertible Note | $ 1.112 | 09/10/2008 | J(1) | $ 556,306.53 (2) | (2) | (2) | Common Stock | 500,000 | $ 0 | 0 | I | By Rebel Holdings LLC | |||
Secured Convertible Promissory Note | $ 0.03 | 09/10/2008 | A(1) | $ 2,078,047 (1) | (1) | (1) | Common Stock | 69,268,233 | $ 0 | 69,268,233 | I | By Rebel Holdings LLC | |||
12% Convertible Promissory Note | $ 0.09 | 09/30/2008 | A | $ 150,000 | (3) | (3) | Common Stock | 1,666,666 | $ 0 | 1,666,666 | I | By Mojo Music Inc. | |||
Common Stock Purchase Warrant | $ 0.09 | 09/30/2008 | A | 525,000 | (3) | (3) | Common Stock | 525,000 | $ 0 | 525,000 | I | By Mojo Music Inc. |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rifkin Jay C/O CHINA YOUTH MEDIA, INC. 4143 GLENCOE AVENUE MARINA DEL REY, CA 90292 |
X | X | Chairman and CEO |
/s/ Jay Rifkin | 04/07/2009 | |
**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 September 10, 2008, reporting person entered into a loan consolidation agreement with the Issuer pursuant to which various loans made by Jay Rifkin and Rebel Holdings LLC ("Rebel Holdings") and other amounts incurred by or due to Jay Rifkin, were consolidated into one promissory note payable to Rebel Holdings in the principal amount of $2,078,047 which shall be convertible at the option of the holder into shares of common stock at $0.03 per share. |
(2) | Represents secured convertible note cancelled and consolidated into the consolidated note in the principal amount of $2,078,047. |
(3) | Reporting person purchased 1.5 Units offered by the Issuer with each Unit consisting of $100,000 principal amount of 12% Convertible Promissory Note due three years from issuance convertible at $0.09 per share and 350,000 warrants exercisable at $0.09 per share for five years from issuance. |