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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 | ||||||||
Convertible Promissory Note | (3) | 09/05/2008 | P | 1 | 09/05/2008 | 03/17/2010 | Common Stock (2) | 866,667 | (4) | 866,667 | I | By W.Health L.P. (1) | |||
Warrant | $ 3 | 09/05/2008 | P | 250,000 | 09/05/2008 | 09/05/2013 | Common Stock (2) | 250,000 | (4) | 250,000 | I | By W.Health L.P. (1) | |||
Convertible Promissory Note | (3) | 10/03/2008 | P | 1 | 10/03/2008 | 03/17/2010 | Common Stock (2) | 1,300,000 | (4) | 1,300,000 | I | By W.Health L.P. (1) | |||
Warrant | $ 3 | 10/03/2008 | P | 375,000 | 10/03/2008 | 10/03/2013 | Common Stock (2) | 375,000 | (4) | 375,000 | I | By W.Health L.P. (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Inventages Whealth Management Inc. WINTERBOTHAM PLACE MARLBOROUGH & QUEEN STREET P.O. BOX N-3026 NASSAU, C5 |
X | |||
W. Health L.P. WINTERBOTHAM PLACE MARLBOROUGH & QUEEN STREETS P.O. BOX N-3026 NASSAU, C5 |
X |
INVENTAGES WEALTH MANAGEMENT INC., by: Gunnar Weikert, Gunnar Weikert | 10/24/2008 | |
**Signature of Reporting Person | Date | |
INVENTAGES WEALTH MANAGEMENT INC., by: Wolfgang Reichenberger, Wolfgang Reichenberger | 10/24/2008 | |
**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) | By reason of Inventages Wealth Management Inc. being the general partner of W.Health L.P., which is the direct holder of the securities reported hereunder, it may be deemed to be the beneficial holder of, and to share the power to vote and dispose of, the securities owned directly by W.Health L.P. Mr. Wolfgang Reichenberger and Mr. Gunnar Weikert are the sole general partners and directors of Inventages and as a result, may be deemed to indirectly beneficially own the Shares beneficially owned by W.Health. Messrs. Reichenberger and Weikert disclaim beneficial ownership of such shares. |
(2) | The Convertible Promissory Note and the Warrants are convertible and exercisable (as the case may be) into Common Stock, par value $0.001 per share. |
(3) | The Convertible Promissory Note is convertible into a number of shares of common stock determined by the following formula: A/10,000,000*4,333,333 (A equals the principal amount of the note). |
(4) | Not applicable. |
Remarks: Joint Filing Information In addition to Inventages Wealth Management Inc., the designated filer, W.Health L.P. is a limited partnership organized under the laws of the Bahamas, with a principal business address c/o Inventages Wealth Management Inc.; Winterbotham Place, Marlborough & Queen Streets, P.O.Box N-3026, Nassau, The Bahamas. |