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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 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 | ||||||||
| Convertible Promissory Note | $ 0.3125 | 01/05/2018 | J(1) | $ 115,000 | 01/05/2018 | (2) | Common Stock | 368,000 (3) | $ 115,000 | 368,000 | D | ||||
| Convertible Promissory Note | $ 0.3125 (4) | 10/09/2017 | (5) | Common Stock | 95,998 (3) | 95,998 | D | ||||||||
| Convertible Promissory Note | $ 0.3125 (4) | 08/23/2017 | (6) | Common Stock | 1,989,306 (3) | 1,989,306 | D | ||||||||
| Convertible Promissory Note | $ 0.3125 (4) | 08/23/2017 | (6) | Common Stock | 224,000 (3) | 224,000 | D | ||||||||
| Convertible Promissory Note | $ 0.3125 (4) (7) | 03/31/2017 | (8) | Common Stock | 384,000 (3) | 384,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Newcan Investment Partners LLC 16047 COLLINS AVENUE, APT. 503 SUNNY ISLES BEACH, FL 33160 |
X | |||
| /s/ Frank Koretsky, Sole Member | 01/11/2018 | |
| **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) | This Note bears interest at the rate of 10% per annum. At the election of the Reporting Person, all principal and accrued interest under the Note may be converted into the Issuer's common stock. For each $0.3125 converted, the Reporting Person will receive one share of common stock. |
| (2) | The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on April 1, 2021. |
| (3) | Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock. |
| (4) | On January 10, 2018, this convertible note was amended to increase the conversion price to $0.3125 effective as of December 1, 2017. |
| (5) | The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on October 8, 2020. |
| (6) | The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on August 22, 2020. |
| (7) | Convertible Note was amended to delete the requirement to issue warrants upon conversion. |
| (8) | The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on April 1, 2020. |