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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 | |
Fife John M. 303 EAST WACKER DRIVE SUITE 1200 CHICAGO, IL 60601 |
X | X | See Remarks |
/s/ John M. Fife | 10/28/2014 | |
**Signature of Reporting Person | Date | |
/s/ John M. Fife, authorized signatory of ST. GEORGE INVESTMENTS, LLC | 10/28/2014 | |
**Signature of Reporting Person | Date | |
/s/ John M. Fife, authorized signatory for FIFE TRADING INC. | 10/28/2014 | |
**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). |
Remarks: (1) The Issuer issued 12,750,000 shares of its common stock to St. George Investments, LLC, as a result of St. George's exercise of a remedy, upon the occurrence of an event of default, to receive shares of Common Stock in lieu of cash, at a price of $.004323 per share, of $55,118.25 of the outstanding balance of that certain Secured Promissory Note dated August 14, 2012, attached as Exhibit 4.2 to the Amendment to the Current Report on Form 8-K/A filed by the Issuer on August 27, 2012. John M. Fife owns a controlling interest in, and has investment control over the portfolio of, St. George. St. George also directly owns: (a) 278,936 shares of Common Stock, as disclosed in John M. Fife's Amendment No. 9 to the Schedule 13D filed on November 16, 2010 and the Statement of Changes in Beneficial Ownership on Form 4 filed by St. George on June 8, 2010; (b) 774,151 shares of Common Stock, as disclosed in the Issuer's Current Report on Form 8-K filed on June 28, 2011 and Reporting Person John M. Fife's Form 4 filed on June 29, 2011; (c) 2,010,658 shares of Common Stock, as disclosed in the Issuer's Current Report on Form 8-K filed on May 18, 2011 and Reporting Person John M. Fife's Form 4 filed on May 20, 2011 and June 29, 2011; and (d) 5,600,000 shares issued to St. George on June 25, 2013, upon the conversion by St. George of a convertible promissory note made by the Issuer in favor of St. George, as disclosed in the Schedule 13D, Amendment No. 16 filed by the reporting persons on July 8, 2013. John M. Fife also owns a controlling interest in, and has investment control over the portfolio of, Chicago Venture Partners, L.P., which directly owns 1,068,559 shares of Common Stock, as disclosed in Amendment No. 9 to the Schedule 13D filed by John M. Fife on November 16, 2010, and the Initial Statement of Beneficial Ownership of Securities on Form 3 filed by Chicago Venture Partners, L.P. on August 30, 2010. |