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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 | ||||||||
| Series H Preferred Stock | $ 0.0028 | 06/17/2014 | P | 17 | 06/17/2014 | (5) | Common stock | 151,785,714 | $ 425,000 | 17 | I | See Footnote (1) | |||
| $2,500 convertible promissory note | $ 0.001 | 04/21/2014 | P | 1 | 04/21/2014 | (5) | Common stock | 2,500,000 | $ 25,000 | 1 | I | See Footnote (2) | |||
| $50,000 convertible promissory note | $ 0.0008 | 04/04/2014 | P | 1 | 04/04/2014 | (5) | Common stock | 62,500,000 | $ 50,000 | 1 | I | See Footnote (3) | |||
| Series G Preferred Stock | $ 1 | 06/17/2014 | P | 51 | 06/17/2014 | (5) | Common stock | 51 | $ 51 | 51 | I | See Footnote (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HICKS STEPHEN M 90 GROVE STREET RIDGEFIELD, CT 06877 |
X | X | President | |
| /s/ Stephen Hicks | 06/30/2014 | |
| **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) | Series H Convertible Preferred Shares are owned directly by Tarpon Bay Partners, LLC ("Tarpon"), a Florida limited liability company, and were issued pursuant to a June 13, 2014 consulting agreement (the "Consulting Agreement") with the Issuer. Tarpon is compensated under the Consulting Agreement by the issuance to it of shares of Series H Convertible Preferred Stock on a monthly basis throughout the term of the Consulting Agreement. The Reporting Person is the President of the Issuer and is the manager of Tarpon. Reporting Person has voting and investment control over the securities held by Tarpon, but disclaims beneficial ownership of such shares. |
| (2) | The $2500 Convertible Note is convertible into 2,500,000 shares of common stock as at June 23, 2014, and is owned directly by ASC Recap LLC. The Reporting Person is the President of the Issuer and is the manager of ASC. Reporting Person has voting and investment control over the securities held by ASC, but disclaims beneficial ownership of such shares. |
| (3) | The $50,000 Convertible Note is convertible into 62,500,000 shares of common stock as at June 23, 2014, and is owned directly by Tarpon Bay Partners LLC. The Reporting Person is the President of the Issuer and is the manager of Tarpon. Reporting Person has voting and investment control over the securities held by Tarpon, but disclaims beneficial ownership of such shares. |
| (4) | Series G Preferred Shares are owned directly by the Reporting Person. The Series G Preferred Stock provides that the holder holds in the aggregate approximately 51% of the total voting power of all issued and outstanding voting capital of the Issuer. These voting rights apply only to matters of Issuer capitalization (i.e. increase in authorized common stock, stock splits, etc.), and similar matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent. Each Series G preferred stock is convertible into one share of the Issuer's common stock. |
| (5) | NA |