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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Pertile Richard K 13575 58TH STREET NORTH - #138 CLEARWATER, FL 33760 |
X | X | CEO, President, Chairman |
/s/ Richard K. Pertile | 12/16/2016 | |
**Signature of Reporting Person | Date | |
by Steven L. Sample, PoA | 12/16/2016 | |
**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) | Reporting Person acquired 1,200,000 shares of the Common stock of Issuer in a transaction relating to the exchange of equity shares of Issuer for cancellation of $500,000 in debt and for an additional injection of $100,000 into Issuer for operating capital. |
(2) | Price was fixed by the board of directors as an incentive for Reporting Person to exchange equity shares for debt and to infuse additional operating capital into the Company. |
(3) | In conjunction with the acquisition of these shares, Reporting Person became a shareholder of greater than 10% the issued and outstanding shares of Issuer. |
(4) | In addition to the shares beneficially held by Reporting Person, he also holds: (1) a Proxy to vote 2,500,000 shares of another affiliate of the Company; and, (ii) holds those shares in trust under a Right of First Refusal to acquire them from the other affiliated person at any time between April 4th and May 4th of 2019. This Proxy brings the total sole dispositive voting power of 4,734,000 votes. |
Remarks: In addition to the 2,234,000 Common shares beneficially held by Reporting Person, he also holds: (1) a Proxy to vote 2,500,000 shares of another affiliate of the Company; and, (ii) holds those shares in trust under a Right of First Refusal to acquire them from the other affiliated person at any time between April 4th and May 4th of 2019. This Proxy brings the total sole dispositive voting power of 4,734,000 votes. |