FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ABVIVA INC [ AVVA.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 05/14/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock (par value $0.0001) | 05/14/2008 | J | 750,000 | A | $0(1) | 23,657,938 | I | See footnotes(3)(4) | ||
Common Stock (par value $0.0001) | 09/09/2008 | C | 11,311,350 | A | $0.028(2) | 34,969,288 | I | See footnotes(3)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Promissory Note | $0.028 | 05/14/2008 | A | $300,000 | 05/15/2008 | 11/15/2008 | Common Stock (par value $0.0001) | (1) | $300,000 | 23,657,938 | I | See footnotes(3)(4) | |||
Promissory Note | $0.028 | 09/09/2008 | C | $316,717.81 | 05/15/2008 | 11/15/2008 | Common Stock (par value $0.0001) | 11,311,350 | $0 | 34,969,288 | I | See footnotes(3)(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. On May 14, 2008, Firebird Global Master Fund II, Ltd. ("Global Fund II"), at the direction of FG2 Advisors, LLC ("FG2"), its investment advisor, participated in a round of financing for the Issuer, pursuant to which Global Fund II purchased a convertible promissory note (the "Note") and was issued 750,000 shares of the Issuer's Common Stock as an inducement to participate in the financing. |
2. On September 9, 2008, Global Fund II, at the direction of FG2, converted the face value of the Note, plus accrued interest, into shares of Common Stock of the Issuer pursuant to the Note's terms. |
3. These securities are held directly by Global Fund II. FG2 acts as investment advisor to Global Fund II, and shares voting and investment control with respect to these securities with Global Fund II. James Passin is the control person of FG2, and controls the voting and investment decisions of FG2. Mr. Sawikin may be deemed to control FG2, and to share voting and investment control with respect to these securities. FG2, Mr. Passin and Mr. Sawikin each disclaim beneficial ownership of all shares except to the extent of any pecuniary interest therein and this filing should not be deemed an admission of beneficial ownership for Section 16 purposes or any other purpose. |
4. James Passin and Harvey Sawikin may each be deemed to have an indirect interest in certain of the securities owned by Global Fund II through each of their indirect holdings therein. Each of Mr. Passin and Mr. Sawikin disclaims beneficial ownership of all securities except to the extent of any pecuniary interest therein and this filing should not be deemed an admission of beneficial ownership for Section 16 purposes or any other purpose. |
Remarks: |
/s/ James Passin, on behalf of himself, and as principal of FG2 Advisors, LLC on behalf of FG2 Advisors, LLC and Firebird Global Master Fund II, Ltd. | 09/10/2008 | |
/s/ Harvey Sawikin | 09/10/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |