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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 | ||||||||
Series A Convertible Preferred Stock | $ 1.78 | 08/15/2007 | P | 624 (4) (5) | 08/15/2007 | (3) | Common Stock | 3,495,617 | $ 10,000 | 800 | I | See Footnote (2) | |||
Warrants to Purchase Preferred Stock | $ 10,000 | 08/15/2007 | P | 2 | 08/15/2007 | 08/15/2009 | Series A Convertible Preferred Stock | 280 | $ 0 | 2 | I | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PETERSON KENNETH D JR C/O COLUMBIA VENTURES CORPORATION 203 SE PARK PLAZA DRIVE, SUITE 270 VANCOUVER, WA 98684 |
X | X |
Kenneth D. Peterson, Jr. | 08/17/2007 | |
**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) | Reflects a 1 for 4 reverse split implemented by the Company. |
(2) | Represents shares/warrants held by Columbia Ventures Corporation. Mr. Peterson is the sole director and sole shareholder of Columbia Ventures Corporation. |
(3) | The Series A Preferred do not have an expiration date. |
(4) | The shares of Series A Convertible Preferred reported herein were acquired by Columbia Ventures Corporation as part of a second stage of a private placement transaction. Such preferred stock are entitled to vote with common stock on all matters on a discounted as converted basis (the discount equal to the difference between the conversion price and the market price on the date of issuance). |
(5) | The number of shares of common stock into which the Series A Convertible Preferred is convertible is subject to certain adjustments, including antidilution adjustments. |