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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 1474 (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 Following Reported Transaction(s) (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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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $ 0.2 | (2) | 01/25/2012 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Warrants | $ 0.2 | (3) | 09/22/2014 | Common Stock | 900,000 | 900,000 | D | ||||||||
| Stock Options | $ 0.17 | 11/24/2008 | 11/24/2013 | Common Stock | 500,000 | 500,000 | D | ||||||||
| Warrants | $ 0.19 | 09/22/2009 | 09/22/2014 | Common Stock | 6,153,840 | 6,153,840 | D | ||||||||
| Convertible Note due 5/1/13 | $ 0.13 | 09/30/2009 | 05/01/2013(4) | Common Stock | 3,919,960 | 3,919,960 | D | ||||||||
| Convertible Note due 5/1/13 | (4) | 09/30/2009 | 05/01/2013(4) | Warrants | 254,797 | 254,797 | D | ||||||||
| Convertible Note due 5/1/13 | $ 0.105 | 05/10/2010 | 05/01/2013 | Common Stock | (5) | 0 (5) | D | ||||||||
| Convertible Note due 5/1/13 | (5) | (5) | 05/01/2013 | Warrants | (5) | 0 (5) | D | ||||||||
| Stock Option (Common Stock) | $ 0.085 | 12/31/2010 | 12/31/2015 | Common Stock | 200,000 | 200,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| REED PRESLEY 90 MADISON STREET, #700 DENVER, CO 80206 |
X | X | ||
| Presley Reed | 04/26/2011 | |
| **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) | The Reporting Person's wife is the beneficiary of the trust. |
| (2) | 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 at an exercise price of $0.25 per share. The option is exercisable as to (i) 50,000 shares immediately upon date of grant; (ii) 25,000 on 1st anniversary of grant; and (iii) 25,000 on 2nd anniversary of date of grant. |
| (3) | Acquired on December 14, 2007 in connection with the private placement financing transaction with the Issuer. The warrants are exercisable at any time. 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. Reed was issued a convertible note for $509,594.79 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. Reed 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. On 5/10/10 the due date for the note was extended to 5/1/13. |
| (5) | On May 10, 2010, Mr. Reed was issued a convertible note for a $2,000,000 revolving line of credit from the Issuer. The note is convertible at any time into shares at the rate of $0.105 per share. In addition, for every 2 shares of common stock issued on conversion, Mr. Reed will receive a warrant to purchase 1 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 preceding conversion. |
| (6) | Shares issued in lieu of compensation. |