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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Stock Options | $ 0.04 (2) | 01/04/2006 | Â | J(1) | 200,000 | Â | 01/04/2006 | 01/03/2016(3) | Common Stock | $ 0 | 200,000 | Â | ||
Stock Options | $ 0.04 (2) | 01/31/2008 | Â | J(4) | 400,000 | Â | 01/31/2008 | 01/30/2013 | Common Stock | $ 0 | 600,000 | Â | ||
Stock Options | $ 0.04 (2) | 10/20/2008 | Â | J(4) | 1,000,000 | Â | 10/20/2008 | 10/19/2013 | Common Stock | $ 0 | 1,600,000 | Â | ||
Stock Options | $ 0.04 (2) | 01/20/2009 | Â | J(4) | 1,000,000 | Â | 01/20/2009 | 01/19/2004 | Common Stock | $ 0 | 2,600,000 | Â | ||
Warrants (5) | $ 0.05 | 05/20/2009 | Â | A(3) | 1,500,000 | Â | 05/20/2009 | 05/19/2016 | Common Stock | $ 0 | 4,100,000 | Â | ||
Stock Options | $ 0.08 | 12/07/2009 | Â | J(4) | 1,000,000 | Â | 12/07/2009 | 12/06/2014 | Common Stock | $ 0 | 5,100,000 | Â | ||
Stock Options | $ 0.06 | 11/15/2010 | Â | J(4) | 1,000,000 | Â | 11/15/2010 | 11/14/2015 | Common Stock | $ 0 | 6,100,000 | Â | ||
Debt Conversion Rights | $ 0.04 | 12/31/2010 | Â | C(6) | 6,470,938 | Â | 12/31/2010 | 12/31/2011 | Common Stock | $ 0 | 12,570,938 | Â | ||
Debt Conversion Rights (Warrant) | $ 0.06 | 12/03/2010 | Â | C(6) | 3,237,500 | Â | 12/31/2010 | 12/30/2014(6) | Common Stock | $ 0 | 15,808,438 | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HOWLETT TERRY 6320 S. SANDHILL ROAD SUITE #10 LAS VEGAS, NV 89120 |
 X |  X |  CEO, CFO |  |
/s/ Terry Howlett | 03/01/2011 | |
**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) | Mr. Howlett was granted an option to purchase shares of common stock under the Issuer's Stock Option Plan dated April 1, 1999. |
(2) | On April 21, 2009, the Issuer's Board of Directors approved to reset the exercise price to $0.04. |
(3) | On January 10, 2010 the Issuer's Board of Directors approved to extend the expiration date 5 years. |
(4) | Mr. Howlett was granted an option to purchase shares of common stock under the Issuer's Stock Option Plan dated July 17, 2006. |
(5) | These warrants were originally reported as stock options on Form 4 filed on May 20, 2009. |
(6) | On December 31, 2010, the Issuer's Board of Directors approved a Debt Conversion Agreement which grants Mr. Howlett the right to convert gross salary debt owed to him totaling $258,837.50 into common stock of the Issuer as well as a warrant agreement to purchase one share for every two shares acquired. The actual expiration date is 3 years following the conversion date. |