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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities only).
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Steven
Wolberg
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| 2 |
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Check
the Appropriate Box if a Member of a Group
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(a)[
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(b)[
]
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| 3 |
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SEC
Use Only
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| 4 |
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Source
of Funds
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N/A
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| 5 |
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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[
]
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| 6 |
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Citizenship
or Place of Organization
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United
States
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| 7
| Sole Voting Power
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4,000,000
shares of common stock; and the
Reporting Person also holds vested options to purchase 30,333,334 shares
of the Company’s common stock as of the date of this filing (and 666,666
unvested options).
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Number
of
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Shares
Bene-
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ficially
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| 8
| Shared Voting Power
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Owned
by Each
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-0-
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Reporting
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Person
With
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| Sole Dispositive Power
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4,000,000
shares of common stock; and the
Reporting Person also holds vested options to purchase 30,333,334 shares
of the Company’s common stock as of the date of this filing (and 666,666
unvested options).
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10 | Shared Dispositive Power
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-0-
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| 11 |
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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4,000,000
shares of common stock; and the
Reporting Person also holds vested options to purchase 30,333,334 shares
of the Company’s common stock as of the date of this filing (and 666,666
unvested options).
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| 12 |
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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N/A
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| 13 |
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Percent
of Class Represented by Amount in Row (11)
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22.6%
of the Company’s outstanding common stock (assuming the exercise of the
Options which have vested to Mr. Wolberg); and 12.3% of the Company’s
outstanding voting stock (including the voting rights associated with the
Series A Preferred Stock, which are not held by Mr. Wolberg, but which
vote 51% of the vote on all shareholder matters, and assuming the exercise
of the Options held by and vested to Mr. Wolberg).
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| 14 |
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Type
of Reporting Person
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IN
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(a)
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the
acquisition by persons of additional securities of the Company, or the
disposition of securities of the
Company;
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(b)
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a
reorganization involving the
Company;
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(c)
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a
sale or transfer of a material amount of assets of the Company or any of
its subsidiaries;
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(d)
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a
change in the present board of directors and management of the Company,
including plans or proposals to change the number or term of directors or
to fill any existing vacancies on the
board;
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(e)
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a
material change in the present capitalization or dividend policy of the
Company;
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(f)
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other
material changes in the Company’s business or corporate
structure;
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(g)
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changes
in the Company’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company
by any person;
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(h)
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causing
a class of securities of the Company to be delisted from a national
securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
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(i)
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a
class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
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(j)
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any
action similar to any of those enumerated in (h) through (j),
above.
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(a)
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Mr.
Wolberg beneficially owns an aggregate of 4,000,000 shares of common
stock; and stock options to purchase 31,000,000 shares of the Company’s
common stock (in aggregate representing 22.6% of the Company’s outstanding
common stock), of which 30,333,334 have vested to Mr. Wolberg to
date.
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(b)
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Mr.
Wolberg has the sole power to vote or to direct the vote of and sole power
to dispose or direct the disposition of 4,000,000 shares of common
stock. Mr. Wolberg has the sole power to dispose or direct the
disposition of stock options to purchase 31,000,000 shares of the
Company’s common stock.
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(c)
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See
Item 3, above.
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(d)
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No
other person has the right to receive or the power to direct the receipt
of dividends from or the proceeds from the sale of the securities
beneficially owned by Mr. Wolberg.
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(e)
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N/A.
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Item
6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer
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None.
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None.
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Steven
Wolberg
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