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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Debt Conversion Rights | $ 0.04 | 06/30/2013 | Â | C(1) | Â | 206,225 | 12/31/2011 | 12/31/2016 | Common Stock | $ 0 (1) | 38,480,427 | Â | ||
Debt Conversion Rights (Warrant) | $ 0.06 | 06/30/2013 | Â | C(1) | Â | 103,113 | 12/31/2011 | 12/31/2016 | Common Stock | $ 0 (1) | 38,377,314 | Â | ||
Debt Conversion Rights | $ 0.04 | 06/30/2013 | Â | C(2) | Â | 868,775 | 12/31/2011 | 12/31/2016 | Common Stock | $ 0 (2) | 37,508,539 | Â | ||
Debt Conversion Rights (Warrant) | $ 0.06 | 06/30/2013 | Â | C(2) | Â | 434,388 | 12/31/2011 | 12/31/2016 | Common Stock | $ 0 (2) | 37,074,151 | Â | ||
Debt Conversion Rights | $ 0.02 | 12/31/2013 | Â | C(3) | Â | 3,036,250 | 12/31/2013 | 12/31/2018 | Common Stock | $ 0 (3) | 40,110,401 | Â | ||
Debt Conversion Rights (Warrant) | $ 0.03 | 12/31/2013 | Â | C(3) | Â | 1,518,125 | 12/31/2013 | 12/31/2018 | Common Stock | $ 0 (3) | 41,628,526 | Â | ||
Debt Conversion Rights | $ 0.03 | 12/31/2013 | Â | C(4) | Â | 598,933 | 12/31/2013 | 12/31/2016 | Common Stock | $ 0 (4) | 42,227,459 | Â | ||
Debt Conversion Rights (Warrant) | $ 0.05 | 12/31/2013 | Â | C(4) | Â | 299,467 | 12/31/2013 | 12/31/2016 | Common Stock | $ 0 (4) | 42,526,926 | Â | ||
Debt Conversion Rights | $ 0.04 | 12/31/2013 | Â | C(5) | Â | 821,200 | 12/31/2013 | 12/30/2016 | Common Stock | $ 0 (5) | 43,348,126 | Â | ||
Debt Conversion Rights (Warrant) | $ 0.06 | 12/31/2013 | Â | C(5) | Â | 410,600 | 12/31/2013 | 12/30/2016 | Common Stock | $ 0 (5) | 43,758,726 | Â | ||
Debt Conversion Rights | $ 0.04 | 12/31/2013 | Â | C(6) | Â | 158,200 | 12/31/2013 | 12/30/2016 | Common Stock | $ 0 (6) | 43,916,926 | Â | ||
Debt Conversion Rights (Warrant) | $ 0.06 | 12/31/2013 | Â | C(6) | Â | 79,100 | 12/31/2013 | 12/30/2016 | Common Stock | $ 0 (6) | 43,996,026 | Â | ||
Debt Conversion Rights | $ 0.04 | 12/31/2013 | Â | C(7) | Â | 428,900 | 12/31/2013 | 06/30/2017 | Common Stock | $ 0 (7) | 44,424,926 | Â | ||
Debt Conversion Rights (Warrant) | $ 0.05 | 12/31/2013 | Â | C(7) | Â | 214,450 | 12/31/2013 | 06/30/2017 | Common Stock | $ 0 (7) | 44,639,376 | Â | ||
Debt Conversion Rights | $ 0.03 | 12/31/2013 | Â | C(8) | Â | 220,933 | 12/31/2013 | 12/31/2017 | Common Stock | $ 0 (8) | 44,860,309 | Â | ||
Debt Conversion Rights (Warrant) | $ 0.04 | 12/31/2013 | Â | C(8) | Â | 110,467 | 12/31/2013 | 12/31/2017 | Common Stock | $ 0 (8) | 44,970,776 | Â | ||
Debt Conversion Rights | $ 0.03 | 12/31/2013 | Â | C(9) | Â | 73,367 | 12/31/2013 | 06/30/2018 | Common Stock | $ 0 (9) | 45,044,143 | Â | ||
Debt Conversion Rights (Warrant) | $ 0.04 | 12/31/2013 | Â | C(9) | Â | 36,683 | 12/31/2013 | 06/30/2018 | Common Stock | $ 0 (9) | 45,080,826 | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MCMORRAN DOREEN 6320 S. SANDHILL RD UNIT 10 LAS VEGAS, NV 89120 |
 |  X |  |  |
/s/ Doreen McMorran | 02/13/2014 | |
**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). |
(1) | On June 30, 2013, the Issuer paid out a portion of the Promissory Note due to Ms. McMorran which totalled $66,686. The Issuer paid Ms. McMorran $8,249 resulting in the reduction of the value of the Promissory Note to $58,437 as well as reduction in the amount of common stock owed under the convertible feature of the Promissory Note. |
(2) | On June 30, 2013, the Issuer paid out the entirety of the Promissory Note due to Ms. McMorran totalling $34,751 which resulted in a reduction in the amount of common stock owed under the convertible feature of the Promissory Note. |
(3) | On December 31, 2013 the Issuer entered into Debt Conversion Agreement with Ms. McMorran totaling $60,725.66. Under the terms of the Debt Conversion Agreement, Ms. McMorran has the right to convert the debt amount into common stock of the Issuer as well as a warrant agreement to purchase one share for every two shares acquired. The expiration date on the warrant is 3 years from the date of conversion. |
(4) | Total amount of interest due under prior Debt Conversion Agreement issued to Ms. McMorran totaling $17,968. |
(5) | Total amount of interest due under prior Debt Conversion Agreement issued to Ms. McMorran totaling $32,848. |
(6) | Total amount of interest due under prior Debt Conversion Agreement issued to Ms. McMorran totaling $6,328. |
(7) | Total amount of interest due under prior Debt Conversion Agreement issued to Ms. McMorran totaling $17,156. |
(8) | Total amount of interest due under prior Debt Conversion Agreement issued to Ms. McMorran totaling $6,628. |
(9) | Total amount of interest due under prior Debt Conversion Agreement issued to Ms. McMorran totaling $2,201. |
(10) | On October 15, 2013, the Issuer's Board of Directors approved to extend the stock options issued to Ms. McMorran. |