1
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NAMES
OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Thomas
J. Axon S.S.#
040-48-9274
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||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) r
(b) r
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||
3
|
SEC
USE ONLY
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||
4
|
SOURCE
OF FUNDS*
PF
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,388,749
|
|
8
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SHARED
VOTING POWER
0
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||
9
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SOLE
DISPOSITIVE POWER
3,388,749
|
||
10
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SHARED
DISPOSITIVE POWER
0
|
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,388,749
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||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.3%
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||
14
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TYPE
OF REPORTING PERSON*
IN
|
(a) |
As
of December 1, 2006, the Reporting Person beneficially owns 3,388,749
shares of Common Stock of the Company, representing approximately
42.3% of
the shares of Common Stock presently outstanding based upon the 8,010,295
shares of Common Stock reported by the Company to be issued and
outstanding as of November 10, 2006 in its Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2006 filed with the
SEC on
November 14, 2006.
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(b) |
The
Reporting Person has the sole power to vote and dispose of the 3,388,749
shares of Common Stock owned by
him.
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(c) |
There
have been no transactions by the Reporting Person in the class of
securities reported that were effected during the past sixty days,
other
than the Reporting Person having exercised 115,000 stock options
on
November 3, 2006 at an exercise price of $0.75 per share, which the
Reporting Person paid out of personal
funds.
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Dated:
December 1, 2006
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/s/
Thomas J.
Axon
Thomas
J. Axon
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