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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 | |||||||||
Option | $ 0.27 | 06/01/2005 | Â | A | 13,600,000 | Â | Â (1) | 05/31/2010 | Common Stock | (3) | 13,600,000 | Footnote 2 (2) | ||
Option | $ 0.27 | 04/01/2006 | Â | D | Â | 13,600,000 | 06/01/2006 | 05/31/2010 | Common Stock | (3) | $ 0 (3) | Footnote 2 (2) | ||
Option | $ 0.27 | 04/01/2006 | Â | A | 2,000 | Â | 03/30/2006 | 05/31/2010 | Common Stock | (3) | 2,000,000 | Footnote 2 (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DOHERTY MICHAEL Â |
 X |  |  Executive Chairman |  |
Michael Doherty | 05/02/2006 | |
**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) | If certain capital raising objectives are met, the Option vests 50% on 06/01/2006, and the balance becomes exercisable in twelve (12) equal monthly installments, in accordance with the terms of the Letter Agreement dated as of 06/01/2005 between Issuer, Reporting Person and Doherty and Company LLC. The Option never vested. |
(2) | Option is owned by Doherty and Company LLC, of which Reporting Person is a control person. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
(3) | Option was cancelled by mutual agreement of Issuer, Reporting Person and Doherty and Company LLC. Doherty and Company LLC received the Option referenced in the last line as consideration for the cancellation. |
 Remarks: Form 4 Transactions Reported |