UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants to purchase common stock | 09/30/2008 | 09/29/2013 | Common Stock | 2,578,800 | $ 0.05 | I | TGR Energy, LLC (through Enerfund, LLC) (2) |
Warrants to purchase common stock | 12/31/2008 | 12/30/2013 | Common Stock | 33,434,743 | $ 0.05 | I | TGR Energy, LLC (through Enerfund, LLC) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ZOI MIKE 19950 WEST COUNTRY CLUB DRIVE 8TH FLOOR AVENTURA, FL US 33180 |
 X |  X |  CEO, President |  |
Enerfund, LLC 19950 WEST COUNTRY CLUB DRIVE 8TH FLOR AVENTURA, FL US 33180 |
 X |  X |  CEO, President |  |
TGR Energy, LLC 19950 WEST COUNTRY CLUB DRIVE 8TH FLOOR AVENTURA, FL US 33180 |
 X |  X |  CEO, President |  |
Mike Zoi (individually and as Managing Member of Enerfund, LLC and TGR Energy, LLC) | 03/12/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Pursuant to a Purchase Agreement dated December 17,2007, TGR Capital, LLC (which changed its name to Enerfund, LLC in Septermber 2008), a Florida limited liability company ("Enerfund"), which is wholly-owned by Mike Zoi, acquired all of the membership interests in Splinex LLC, thereby giving Enerfund control of Splinex LLC. Under an Exchange Agreement dated December 18,2007, the Company agreed to issue 113,5000,000 newly issued shares of the Company to Splinex LLC of which 8,500,000 shares were issued to Bzinfin S.A., a British Virgin Islands limited corporation, and 2,125,000 were issued to a former affiliate of Splinex, LLC. Splinex LLC owned 98,157,334 shares of the Company as of December 17,2007 and aggregate of 201,032,334 shares after the completion of the Exchange Agreement on December 18,2007. The Company had 100,757,769 shares outstanding at December 17,2007 and 214,257,769 shares outstanding after the completion of the Exchange Agreement. In June 2008, Splinex, LLC changed its name to TGR Energy, LLC ("TGR"). |
(2) | Pursuant to a Subscription Agreement dated 08/7/2008, between the Company and TGR, on 9/30/08, TGR was issued 5,157,600 shares of common stock of the Company and fully vested warrants to purchase 2,578,800 shares of common stock of the Company at an exercise price of $0.05 per share in exchange for funding of $103,152 provided during the quarter ended 9/30/08. Additionally, pursuant to the Subscription Agreement, on 12/31/2008, TGR was issued 66,870,485 shares of common stock of the Company and fully vested warrants to purchase 33,434,743 of shares of common stock of the Company at an exercise price of $0.05 per share in exchange for funding of $1,337,410 during the quarter ended 12/31/08. The amount of securities beneficially owned in Table I of this Form 3 do not include shares of common stock underlying warrants,and amounts in Table II of this Form 3 do not include shares of common stock other than shares underlying warrants. |