|
Number
of
|
(5)
Sole Voting Power:
7,323,789
|
|
Beneficially
|
(6)
Shared Voting Power:0
|
|
Each
|
(7)
Sole Dispositive Power:7,323,789
|
|
Person
With
|
(8)
Shared Dispositive Power:
0
|
|
|
£ Broker
or dealer registered under section 15 of the
Act.
|
|
|
£ Bank
as defined in Section 3(a)(6) of the
Act.
|
|
|
£ Insurance
company as defined in Section 3(a)(19) of the
Act.
|
|
|
£ Investment
company registered under section 8 of the Investment Company Act of
1940.
|
|
|
£ An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
|
£ An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
|
|
£ A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
|
|
£ A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
|
£ A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of
1940;
|
|
|
£ Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
|
|
(a)
|
Amount
Beneficially Owned: 7,323,789 shares of common
stock. The number of shares beneficially owned
excludes:
|
|
|
·
|
17,061,538 shares of common
stock issuable upon conversion of a 10% Series A Convertible Senior
Secured Promissory Note issued to the Reporting Person on December 26,
2007, as amended (the “Series A
Note”);
|
|
|
·
|
8,333,333 shares of common
stock issuable upon conversion of a 10% Series B Convertible Senior
Secured Promissory Note issued to the Reporting Person on April 16, 2008
(the “Series B Note”);
|
|
|
·
|
6,000,000 shares of common
stock issuable upon conversion of Series A 8% Cumulative Convertible
Preferred Stock (the “Preferred
Stock”);
|
|
|
·
|
6,000,000 shares of common
stock issuable upon exercise of a Series W Warrant issued to the Reporting
Person on December 26, 2007, as amended (the “Series W
Warrant”);
|
|
|
·
|
8,333,333 shares of common
stock issuable upon exercise of a Series X Warrant issued to the Reporting
Person on April 16, 2008 (the “Series X Warrant”);
and
|
|
|
·
|
2,400,000 shares of common
stock issuable upon exercise of a Series AA Warrant issued to the
Reporting Person on July 24, 2009 (the “Series AA
Warrant”).
|
|
|
(b)
|
Percent
of class: 9.2%
|
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 7,323,789
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 7,323,789
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 0
|