|
|||||
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Crestview
Capital Master, LLC
|
|||
|
|||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|||
|
|
(a)
|
o
|
||
|
|
(b)
|
x
|
||
|
|||||
|
3.
|
SEC
Use Only
|
|||
|
|||||
|
4.
|
Source
of Funds (See Instructions)
WC
|
|||
|
|||||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
|
|||
|
|||||
|
6.
|
Citizenship
or Place of Organization
Delaware
|
|||
|
|||||
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
7,568,759
(See Item 4 and 5)
|
|||
|
|||||
8.
|
Shared
Voting Power
7,568,759
(See Item 4 and 5)
|
||||
|
|||||
9.
|
Sole
Dispositive Power
7,568,759
(See Item 4 and 5)
|
||||
|
|||||
10.
|
Shared
Dispositive Power
7,568,759
(See Item 4 and 5)
|
||||
|
|||||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,568,759
|
|||
|
|||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|||
|
|||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
53.37%*
|
|||
|
|||||
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
|||
|
|
|
|
|
|
|
|||||
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Crestview
Capital Partners, LLC
|
|||
|
|||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|||
|
|
(a)
|
o
|
||
|
|
(b)
|
x
|
||
|
|||||
|
3.
|
SEC
Use Only
|
|||
|
|||||
|
4.
|
Source
of Funds (See Instructions)
WC
|
|||
|
|||||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
|
|||
|
|||||
|
6.
|
Citizenship
or Place of Organization
Delaware
|
|||
|
|||||
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
7,568,759
(See Item 4 and 5)
|
|||
|
|||||
8.
|
Shared
Voting Power
7,568,759
(See Item 4 and 5)
|
||||
|
|||||
9.
|
Sole
Dispositive Power
7,568,759
(See Item 4 and 5)
|
||||
|
|||||
10.
|
Shared
Dispositive Power
7,568,759
(See Item 4 and 5)
|
||||
|
|||||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,568,759
|
|||
|
|||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|||
|
|||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
53.37%*
|
|||
|
|||||
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
|||
|
|
|
|
|
|
(i) |
Crestview.
Crestview is the beneficial owner of 7,568,759 shares of Common Stock,
which, to Crestview’s knowledge, represents approximately 53.37% of the
outstanding Common Stock as of the date hereof (based upon 14,181,962
issued and outstanding shares of Common Stock of the Issuer, based
on the
sum of (i) 8,141,962 issued and outstanding shares as of May 10,
2006, as
reported in the Issuer’s Form 10-QSB for the fiscal quarter ended March
31, 2006 and filed on May 15, 2006 with the Securities and Exchange
Commission, (ii) 2,000,000 shares of Common Stock underlying the
currently-convertible Subordinated Secured Promissory Note held by
Crestview, (iii) 2,020,000 shares of Common Stock underlying the
currently-convertible Series C Convertible Preferred Stock held by
Crestview and (iv) 2,020,000 shares of Common Stock underlying the
currently-exercisable Warrants held by Crestview).
|
(ii) |
Crestview
Partners.
Crestview Partners is the beneficial owner of 7,568,759 shares of
Common
Stock, which, to Crestview Partner’s knowledge, represents approximately
53.37% of the outstanding Common Stock as of the date hereof (based
upon
14,181,962
issued and outstanding shares of Common Stock of the Issuer, based
on the
sum of (i) 8,141,962 issued and outstanding shares as of May 10,
2006, as
reported in the Issuer’s Form 10-QSB for the fiscal quarter ended March
31, 2006 and filed on May 15, 2006 with the Securities and Exchange
Commission, (ii) 2,000,000 shares of Common Stock underlying the
currently-convertible Subordinated Secured Promissory Note held by
Crestview, (iii) 2,020,000 shares of Common Stock underlying the
currently-convertible Series C Convertible Preferred Stock held by
Crestview and (iv) 2,020,000 shares of Common Stock underlying the
currently-exercisable Warrants held by Crestview).
|