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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 | |||||||||
Stock Options | $ 0.2 (2) | Â | Â | Â | Â | Â | Â (1) | 01/25/2012 | Common Stock | Â | 100,000 | Â | ||
Warrants | $ 0.2 | Â | Â | Â | Â | Â | Â (3) | 09/22/2014 | Common Stock | Â | 90,000 | Raymond J. BonAnno and Joan E. BonAnno JTWOS | ||
Stock Options | $ 0.185 | Â | Â | Â | Â | Â | 11/24/2008 | 11/24/2013 | Common Stock | Â | 500,000 | Â | ||
Warrants | $ 0.19 | Â | Â | Â | Â | Â | 09/22/2009 | 09/22/2014 | Common Stock | Â | 769,230 | Raymond J. BonAnno and Joan E. BonAnno JTWROS | ||
Convertible note due 1/31/12 | $ 0.13 | 09/30/2009 | Â | J4 | 2,366,591 | Â | 09/30/2009 | 01/31/2012 | Common Stock | (4) | 2,366,591 | Â | ||
Convertible note due 1/31/12 | Â | 09/30/2009 | Â | J4 | 153,828 | Â | 09/30/2009 | Â (4) | Warrants | (4) | 153,828 | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BONANNO RAYMOND J 90 MADISON STREET, #700 DENVER, CO 80206 |
 X |  |  |  |
Raymond J. BonAnno | 04/29/2010 | |
**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 January 25, 2007, the Reporting Person was granted an incentive stock option under the Issuer's 2006 Option Plan to purchase 100,000 shares of common stock originally at an exercise price of $0.25 per share. The options are exercisable as to (i) 50,000 shares immediately upon date of grant; (ii) 25,000 on the 1st anniversary of date of grant; and (iii) 25,000 on the 2nd anniversary of date of grant. |
(2) | Price of options was reset to $0.20 on September 8, 2009. |
(3) | Acquired on December 14, 2007 in connection with a private placement financing transaction. The warrants are exercisable at any time, at the holder's election. On September 22, 2009, the exercise price was lowered to $0.20 and the expiration date was extended to September 22, 2014. |
(4) | On September 30, 2009, Mr. BonAnno was issued a convertible note for $307,656.89 from the Issuer. The note is convertible at any time into shares at the rate of $0.13 per share. In addition, for every $2.00 converted, Mr. BonAnno will receive a warrant to purchase one share of common stock with the exercise price to be 120% of the average of the volume weighted average prices for the 10 trading days preceeding conversion. |