| 1 |
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Timothy Peara
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| 2 |
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Check the Appropriate Box if a Member of a Group
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(a)[ ]
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(b)[ ]
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| 3 |
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SEC Use Only
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| 4 |
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Source of Funds
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OO
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| 5 |
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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[ ]
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| 6 |
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Citizenship or Place of Organization
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USA and UK
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| 7 | Sole Voting Power (see Item 3 and Item 5 below)
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2,963,578
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Number of
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Shares Bene-
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ficially
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| 8 | Shares Voting Power
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Owned by Each
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0
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Reporting
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Person With
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| 9 | Sole Dispositive Power
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(a) Shares of common stock: 2,963,578
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(b) Shares of common stock issuable in connection with the exercise of options: 684,715
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| 10 | Shared Dispositive Power
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N/A
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| 11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person (see Item 3)
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(a) Total shares (not including those described in Section 11(b)): 2,963,578
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(b) Total shares of common stock issuable in connection with the exercise of warrants and options: 684,715
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| 12 |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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N/A
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| 13 |
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Percent of Class Represented by Amount in Row (11) (see Item 3 and Item 5)
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Common stock (including options described in Section 11(b) above) which the Reporting Person is able to vote based on all voting shares outstanding: 8.5%
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| 14 |
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Type of Reporting Person
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IN
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(a)
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the acquisition by persons of additional securities of the Company, or the disposition of securities of the Company;
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(b)
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a reorganization involving the Company;
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(c)
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a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
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(d)
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a change in the present board of directors and management of the Company, including plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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a material change in the present capitalization or dividend policy of the Company;
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(f)
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other material changes in the Company’s business or corporate structure;
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(g)
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changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
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(h)
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causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
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(j)
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any action similar to any of those enumerated in (h) through (i), above.
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(a)
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Mr. Peara beneficially owns 2,963,578 shares of common stock and options to purchase an aggregate of 684,715 shares of the Company’s common stock representing 7% of the Company’s currently outstanding shares and 8.5% of the Company’s outstanding shares assuming the exercise of all options held by Mr. Peara.
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(b)
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Mr. Peara holds the rights to vote 2,963,578 shares of common stock representing 7% of the Company’s total voting shares.
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(c)
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N/A.
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(d)
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No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the 2,963,578 shares of common stock or the 684,715 options beneficially owned by Mr. Peara.
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(e)
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N/A
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Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer
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None.
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None.
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By:
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/s/ Timothy Peara
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Timothy Peara
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