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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 | ||||||||
| 6% secured convertible note due 2017 | $ 0.65 | 06/27/2012 | P | 1 (13) | 06/27/2012 | 07/07/2017(14) | Common stock, par value $0.002 | 8,230,768 | (13) | 1 (13) | I | by CD Financial, LLC (12) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Milmoe William H. 3299 N.W. 2ND AVENUE BOCA RATON, FL 33431 |
X | X | ||
| /s/ William Milmoe | 06/29/2012 | |
| **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) | Common stock issued to CD Financial, LLC ("CD Financial") on the eighth 90 day anniversary of February 21, 2008, pursuant to the Securities Purchase Agreement, dated as of February 21, 2008 (the "Original SPA"), by and between the Issuer and CD Financial, which was superseded by the Amended and Restated Securities Purchase Agreement, dated as of June 27, 2012, by and between the Issuer and CD Financial (the "SPA"). |
| (2) | Common stock issued to CD Financial on the ninth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
| (3) | Common stock issued to CD Financial on the tenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
| (4) | Common stock issued to CD Financial upon the eleventh 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
| (5) | Common stock issued to CD Financial upon the twelfth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
| (6) | Common stock issued to CD Financial upon the thirteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
| (7) | Common stock issued to CD Financial upon the fourteenth 90 day anniversary February 21, 2008, pursuant to the Original SPA. |
| (8) | Common stock issued to CD Financial upon the fifteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
| (9) | Common stock issued to CD Financial upon the sixteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
| (10) | Common stock issued to CD Financial upon the seventeenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA. |
| (11) | Includes (i) 2,250,000 shares of common stock issuable upon the conversion of the 9.5% Convertible Senior Secured Note, dated as of February 21, 2008, issued by the Issuer and payable to the order of CD Financial, in the original principal amount of $4,500,000 ("Original Note"), which was superseded by the Amended and Restated Secured Convertible Secured Promissory Note, dated as of June 27, 2012, in the original principal amount of $5,300,000 (the "Convertible Note"), issued by the Issuer to CD Financial pursuant to the SPA; (ii) 2,206,293 shares of common stock owned by CD Financial, and (iii) 38,000 shares of common stock issuable upon exercise of presently exercisable stock options. |
| (12) | The Reporting Person is a manager of CD Financial. |
| (13) | The Convertible Note was issued by the Issuer to CD Financial pursuant to the SPA. The Reporting Person currently beneficially owns 10,563,729 shares of common stock of the Issuer, which includes (i) 8,230,768 shares of common stock issuable upon the conversion of the Convertible Note; (ii) 2,206,293 shares of common stock owned by CD Financial, and (iii) 38,000 shares of common stock issuable upon exercise of presently exercisable stock options. |
| (14) | The expiration date of the conversion option is the date that the Convertible Note is repaid in full, whether at maturity or otherwise. |