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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 B Preferred Stock (convertible) | (1) | 04/16/2007 | 12/31/2007 | S | 79,331 | (1) | (1) | Common Stock | (1) | (1) | 0 | D | |||
Series B Preferred Stock (convertible) | (1) | 04/16/2007 | 12/31/2007 | S | 14,003 | (1) | (1) | Common Stock | (1) | (1) | 0 | I | Held by Spouse, Jan Carson Connolly | ||
Series D Preferred Stock (convertible) | (2) | 04/16/2007 | 12/31/2007 | P | 595 | (2) | (2) | Common Stock | (2) | (2) | 595 | D | |||
Series D Preferred Stock (convertible) | (2) | 04/16/2007 | 12/31/2007 | P | 105 | (2) | (2) | Common Stock | (2) | (2) | 105 | I | Held by Spouse, Jan Carson Connolly |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Connolly Timothy J 1770 ST JAMES PLACE SUITE 116 HOUSTON, TX 77056 |
X | X | DIRECTOR/CEO/PRESIDENT |
/s/ Timothy J. Connolly | 05/09/2007 | |
**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) | Pursuant to a Second Amendment, effective December 31, 2006, to that certain Purchase Agreement, dated as of September 30, 2006, by and among the Issuer, Kipling Holdings, Inc. and Timothy J. Connolly, the Issuer amended and restated its Certificate of Designation of Series B Preferred Stock as set forth in the form of Exhibit C attached to such Second Amendment as filed as Exhibit 10.34 to the Issuer's Annual Report on Form 10-KSB as filed with the SEC on April 17, 2007. Shares of Series B Preferred Stock are convertible into shares of Issuer's common stock and have all the powers, designations, preferences and relative, participating, optional and other special rights as set forth therein. The Issuer filed such Certificate of Designations with the Secretary of State of the State of Nevada on April 19, 2007. |
(2) | Pursuant to that certain Purchase Agreement as referenced in footnote (1) herein above, the Issuer designated shares of preferred stock as Series D Preferred Stock which have all the powers, designations, preferences and relative, participating, optional and other special rights as set forth in the form of Exhibit B to that certain Second Amendment as filed as Exhibit 10.34 to the Issuer's Annual Report on Form 10-KSB as filed with the SEC on April 17, 2007. The Issuer filed such Certificate of Designations with the Secretary of State of the State of Nevada on April 19, 2007. |