UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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 |
|
| ||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (right to buy) | Â (1) | 03/20/2018 | Common Stock | 2,000,000 | $ 0.05 | D | Â |
Performance Option (right to buy) | Â (2) | 03/20/2018 | Common Stock | 2,500,000 | $ 0.05 | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NELSON BRUCE K 6033 W. CENTURY BLVD. SUITE 1090 LOS ANGELES, CA 90045 |
 |  |  Chief Financial Officer |  |
/s/ BRUCE K. NELSON | 04/11/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | The shares of Issuer underlying the stock option shall vest as follows: (i) 500,000 shares shall vest 90 days following March 20, 2008; (ii) 500,000 shares shall vest 9 months days following March 20, 2008; (iii) 500,000 shares shall vest 15 months following March 20, 2008; and (iv) 500,000 shares shall vest on March 20, 2010. |
(2) | The shares of Issuer underlying the performance option shall vest as follows: (i) 1,250,000 shares shall vest at such time as when the Issuer's market capitalization reaches $75,000,000; and (ii) the remaining 1,250,000 shares shall vest at such time as when the Issuer's market capitalization reaches or exceeds $120 million. |