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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 | ||||||||
Convertible Promissory | $ 0.1 | 12/31/2004 | C | $ 397,374.11 | (2) | (3) | Common Stock | 5,595,358 | $ 0.1 | 0 | D | ||||
Convertible Promissory | $ 0.25 | 12/31/2004 | C | $ 405,597.4 | (2) | (3) | Common Stock | 1,622,391 | $ 0.25 | 0 | D | ||||
Series H Preferred Stock | $ 0.73 (1) | 12/31/2004 | C | $ 75,000 | (2) | (5) | Common Stock | 750,000 | $ 0.73 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Matthews Group, LLC 2445 WINNETKA AVENUE NORTH GOLDEN VALLEY, MN 55427 |
X |
/s/ Van Thuy Tran Managing Partner, The Mathews Group, LLC | 01/07/2005 | |
**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) | Original consideration was a promissory note for $2,000,000 in exchange for 275,000 shares of Series H Stock, 200,000 Series H shares were converted in 1999. The effective per share conversion price was $.73. At December 31, 2004, the unpaid principal balance of the note was $759,259.32. The note is payable in monthly installments through 2008 and is current. |
(2) | Immediately. |
(3) | All convertible promissory notes were in default. |
(4) | Includes all transactions on December 31, 2004. |
(5) | None. |