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| 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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Elena
Pochapski
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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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Canada
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| 7
| Sole Voting Power (see Item 3 and Item 5 below)
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380,000
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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: 380,000
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(b)
Shares of common stock issuable in connection with the exercise of options
(described below under Item 3): 700,000 (which number includes options to
purchase 150,000 shares of common stock which have not vested as of the
date of this filing).
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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)):
380,000
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(b)
Total shares of common stock issuable in connection with the exercise of
warrants and options: 700,000 (which number includes options to purchase
150,000 shares of common stock which have not vested as of the date of
this filing).
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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:
2% of the Company’s common stock, provided that Ms. Pochapski has the
right to acquire up to 5.6% of the Company’s outstanding common stock
assuming the outstanding options which she holds are
exercised.
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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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Ms.
Pochapski beneficially owns 380,000 shares of common stock (which includes
30,000 shares which she beneficially owns through her child) and options
to purchase an aggregate of 700,000 shares of the Company’s common stock
(of which 150,000 options have not yet vested to Ms. Pochapski)
representing 2% of the Company’s currently outstanding shares and 5.6% of
the Company’s outstanding shares assuming the exercise of all options held
by Ms. Pochapski, based on the 18,705,585 shares of the Company’s common
stock outstanding as of the date of this report.
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(b)
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Ms.
Pochapski holds the rights to vote 380,000 shares of common stock (which
includes 30,000 shares which she beneficially owns through her minor
child) representing 2% 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 380,000 shares of
common stock or the 700,000 options beneficially owned by Ms.
Pochapski.
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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/ Elena Pochapski
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Elena
Pochapski
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