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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 | ||||||||
Convertible Promissory Note | $ 0.03 | 03/16/2010 | A | 0 (1) | (1) | (1) | Common Stock | 9,450,000 | $ 0 | 10,395,000 (2) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROLL ENERGY INVESTMENTS LLC 11444 WEST OLYMPIC BLVD., 10TH FLOOR LOS ANGELES, CA 90064 |
X | |||
RESNICK STEWART A 11444 WEST OLYMPIC BLVD., 10TH FLOOR LOS ANGELES, CA 90064 |
X |
ROLL ENERGY INVESTMENTS LLC, Name: Stewart Resnick, Title: Manager, /s/ STEWART RESNICK | 03/18/2011 | |
**Signature of Reporting Person | Date | |
STEWART A. RESNICK /s/ STEWART RESNICK | 03/18/2011 | |
**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 March 16, 2010, the Issuer issued to Roll a convertible promissory note in the principal amount of $283,500 (the "Note"). The terms of the Note provide that it may be converted into shares of the Issuer's common stock at any time following the first anniversary of its issuance at a conversion price of $0.03 per share. The Note has not been converted at this time, but as of March 16, 2011, the Note is convertible at Roll's option into 9,450,000 shares of the Issuer's common stock based on a conversion price of $0.03. |
(2) | Includes 9,450,000 shares of the Issuer's common stock issuable upon conversion of the Note, and 945,000 shares of the Issuer's common stock issuable upon exercise of currently outstanding warrants. |
Remarks: ADDITIONAL REPORTING PERSONS The designated filer for this Form 4 is Roll Energy Investments, the record owner of securities of the Issuer disclosed herein and in a Form 3 filed with the United States Securities and Exchange Commission on September 21, 2010. Stewart A. Resnick is identified herein as an additional beneficial owner of the Issuer's securities directly held by Roll. Mr. Resnick is the sole manager of Roll, and in that capacity, has the power to vote, or to direct the vote, and to dispose of, or to direct the disposition of, the securities held by Roll. As a result of Mr. Resnick's control over Roll, he is deemed to beneficially own the securities held by Roll. As of March 16, 2011, Mr. Resnick did not directly own any securities of the Issuer. The business address of Mr. Resnick is 11444 West Olympic Boulevard, 10th Floor, Los Angeles, California 90064. |