|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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 2270 (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 at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
|||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Incentive stock options | $ 0.3 | Â | Â | 3(1)(4) | Â | Â | 04/01/2005 | 04/01/2010 | Common shares | Â | 200,000 | Â | ||
Incentive stock options | $ 0.4 | Â | Â | 3(1)(4) | Â | Â | 04/02/2005 | 04/02/2010 | Common shares | Â | 300,000 | Â | ||
Incentive stock options | $ 0.5 | Â | Â | 3(1)(4) | Â | Â | 04/03/2005 | 04/03/2010 | Common shares | Â | 400,000 | Â | ||
Incentive stock options | $ 0.6 | Â | Â | 3(1)(4) | Â | Â | 04/04/2005 | 04/04/2010 | Common shares | Â | 500,000 | Â | ||
Common share purchase warrants | $ 0.4 | 09/30/2005 | Â | P4 (2)(5) | 142,857 | Â | 10/31/2005 | 10/31/2008 | Common shares | $ 0 | 642,857 | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Perry John Thomas 3028 NORTH DASH SEVEN ROAD DRAGOON, AZ 85609-0384 |
 |  |  Sr. VP, CFO,Treaurer,Secretary |  |
John T. Perry | 02/02/2006 | |
**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) | The reporting of these transactions on Form 3 was not "timely filed" due to an administrative oversight. |
(2) | The reporting of these transactions on Form 4 were not "timely filed" due to an administrative oversight. |
(3) | These share issuances to the Reporting Person were made to him under an executive employment agreement (the Employment Agreement) effective April 1, 2005 between the Reporting Person and the Issuer under which the Reporting Person provides his services to the Issuer as senior vice president and chief financial officer. The Reporting Person was issued 250,000 at the time of entering the Employment Agreement, and the Employment Agreement provides for the issuance to the Reporting Person of 20,000 common shares per month until the time that the Issuer completes a funding of at least $10,000,000. |
(4) | These options were issued to the Reporting Person under the Employment Agreement and are not issued under any option plan of the Issuer. |
(5) | These common shares and common share purchase warrants were acquired under an offering of units at a price of $0.35 per unit, each unit comprised of one common share and one share purchase warrant exercisable to acquire one common share at an exercise price of $0.40 for a period of three years from closing. The offering was made to accredited investors in reliance on Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended. |