|
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL 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 |
|
(Print or Type Responses)
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||
| 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) |
||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible Debenture(3) | (2) | (3) | Common Stock | 66,666,665 | $0.03 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Sapinda Asia Ltd ROOMS 803-4, 8TH FLOOR HANG SENG BANK BUILDING, 200 HENNESSY RD WANCHAI, HONG KONG |
X | |||
| Lars Windhorst, Managing Director | 10/02/2012 | |
| ** 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) | On July 26, 2012, the Reporting Person agreed pursuant to an Assignment of Rights to acquire from Sapinda UK Limited its rights under a Share Purchase Agreement with the Issuer to acquire 31,140,625 shares of Common Stock for $1,033,000. Closing of the issuance and sale of Common Stock by the Issuer to the Reporting Person is pending. |
| (2) | Immediate. |
| (3) | On April 20, 2012, the Reporting Person invested $1,000,000 in the Issuer pursuant to a secured Convertible Debenture (the "Convertible Debenture"). This investment is immediately convertible into 33,333,333 shares of Common Stock. On August 31, 2012, the Reporting Person purchased from Laemi Real Estate, Inc. a portion of the Convertible Debenture with a face value of $500,000. This investment is immediately convertible into 16,666,666 shares of Common Stock. On September 24, 2012, the Reporting Person purchased from Sapinda Holding a portion of the Convertible Debenture with a face value $500,000. This investment is convertible into 16,666,666 Common Shares. The Convertible Debenture was to expire on July 31, 2012, but pursuant to Amendment No. 1 to the Convertible Debenture the expiration was extended to August 31, 2012, and pursuant to Amendment No. 2 to the Convertible Debenture was further extended to October 15, 2012. |
| Remarks: Sapinda Holding B.V. ("Sapinda Holding") will file a joint Schedule 13D reporting beneficial ownership of Common Stock. Sapinda Holding and the Reporting Person are not affiliated entities. Sapinda Holding and the Reporting Person know each other well and have often co-invested and pursued similar interests with regard to their mutual investments. Both entities regularly consult one another with regard to their mutual investment strategies. The entities may (or may not) pursue a common investment strategy with regard to the Issuer. |
|