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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 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 | ||||||||
Subordinated Secured Convertible Note | $ 0.10 | 01/27/2012 | P | $ 40,000 | 01/27/2012 | 01/27/2013 | Common Stock | 400,000 | $ 40,000 | $ 40,000 | I (1) | By Zanett Opportunity Fund, Ltd. | |||
Warrants | $ 0.10 | 01/27/2012 | P | 400,000 | 01/27/2012 | 01/27/2017 | Common Stock | 400,000 | $ 0 | 400,000 | I (1) | By Zanett Opportunity Fund, Ltd. |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McAdoo Zachary C/O MCADOO CAPITAL, INC. 635 MADISON AVENUE, 15TH FLOOR NEW YORK, NY 10022 |
X | X | ||
McAdoo Capital, Inc. 635 MADISON AVENUE 15TH FLOOR NEW YORK, NY 10022 |
X | |||
Zanett Opportunity Fund, Ltd. C/O APPLEBY SPURLING, CANON'S COURT 22 VICTORIA ST. PO BOX HM 1179 HAMILTON, D0 HM 1179 |
X |
/s/ Zachary McAdoo | 01/31/2012 | |
**Signature of Reporting Person | Date | |
McAdoo Capital, Inc., /s/ Zachary McAdoo, President | 01/31/2012 | |
**Signature of Reporting Person | Date | |
Zanett Opportunity Fund, Ltd., By: McAdoo Capital, Inc., its Investment Manager, /s/ Zachary McAdoo, President | 01/31/2012 | |
**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) | Zanett Opportunity Fund, Ltd. (the "Fund") owns the reported securities directly. McAdoo Capital, Inc. ("McAdoo Capital") may be deemed to have an indirect interest in these securities as investment manager of the Fund. Zachary McAdoo may be deemed to have an indirect interest in these securities in his capacity as President and owner of McAdoo Capital. Both McAdoo Capital and Mr. McAdoo disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the reporting of these securities by them shall not be deemed to be an admission that McAdoo Capital or Mr. McAdoo have beneficial ownership in such securities for purposes of Section 16 of the Exchange Act of 1934, or for any other purposes. |