*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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(1)
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Name of reporting person:
Estate of Frank Perrotti, Jr.
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(2)
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Check the appropriate box if a member of a group
(a) ☐ (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:
Not Applicable.
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(5)
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Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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(6)
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Citizenship or place of organization:
United States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole Voting Power:
0
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(8)
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Shared Voting Power:
22,036,734 (1)
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(9)
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Sole dispositive power:
0
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(10)
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Shared dispositive power:
22,036,734 (1)
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(11)
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Aggregate amount beneficially owned by each reporting person:
22,036,734 (3)
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(12)
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Check box if the aggregate amount in Row (11) excludes certain shares ☐
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(13)
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Percent of class represented by amount in Row (11):
19.49% (2)
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(14)
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Type of reporting person:
OO
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(1) |
Consists of (a) 13,330,484 shares of common stock; (b) 7,975,000 shares of common stock which may be acquired on conversion of convertible promissory notes aggregating $3,925,000; and (c) 731,250 shares of common stock under warrants which expire on various dates. The common stock, promissory notes and the warrants are collectively referred to herein as the “Securities”.
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(2) |
Based on 104,342,979 shares of the Issuer’s common stock outstanding on November 14, 2016.
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(3) |
The Securities are deemed to be beneficially owned either directly by the Reporting Person, or indirectly by the Reporting Person through FPJ Investments LLC, a single member limited liability company.
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(1)
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Name of reporting person:
David Perrotti, as Co-Executor of the Estate of Frank Perrotti, Jr.
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(2)
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Check the appropriate box if a member of a group
(a) ☐ (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:
Not Applicable.
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(5)
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Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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(6)
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Citizenship or place of organization:
United States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole Voting Power:
0
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(8)
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Shared Voting Power:
22,036,734 (1)
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(9)
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Sole dispositive power:
0
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(10)
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Shared dispositive power:
22,036,734 (1)
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(11)
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Aggregate amount beneficially owned by each reporting person:
22,036,734 (3)
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(12)
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Check box if the aggregate amount in Row (11) excludes certain shares ☐
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(13)
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Percent of class represented by amount in Row (11):
19.49% (2)
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(14)
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Type of reporting person:
OO
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(1) |
Consists of (a) 13,330,484 shares of common stock; (b) 7,975,000 shares of common stock which may be acquired on conversion of convertible promissory notes aggregating $3,925,000; and (c) 731,250 shares of common stock under warrants which expire on various dates. The common stock, promissory notes and the warrants are collectively referred to herein as the “Securities”.
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(2) |
Based on 104,342,979 shares of the Issuer’s common stock outstanding on November 14, 2016.
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(3) |
The Securities are deemed to be beneficially owned either indirectly by the Reporting Person as Co-Executor of the Estate of Frank Perrotti, Jr. or indirectly by the Reporting Person as Co-Executor of the Estate of Frank Perrotti, Jr. through FPJ Investments LLC, a single member limited liability company.
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(1)
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Name of reporting person:
Paula Perrotti, as Co-Executor of the Estate of Frank Perrotti, Jr.
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(2)
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Check the appropriate box if a member of a group
(a) ☐ (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:
Not Applicable.
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(5)
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Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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(6)
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Citizenship or place of organization:
United States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole Voting Power:
0
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(8)
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Shared Voting Power:
22,036,734 (1)
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(9)
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Sole dispositive power:
0
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(10)
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Shared dispositive power:
22,036,734 (1)
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(11)
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Aggregate amount beneficially owned by each reporting person:
22,036,734 (3)
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(12)
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Check box if the aggregate amount in Row (11) excludes certain shares ☐
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(13)
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Percent of class represented by amount in Row (11):
19.49% (2)
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(14)
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Type of reporting person:
OO
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(1) |
Consists of (a) 13,330,484 shares of common stock; (b) 7,975,000 shares of common stock which may be acquired on conversion of convertible promissory notes aggregating $3,925,000; and (c) 731,250 shares of common stock under warrants which expire on various dates. The common stock, promissory notes and the warrants are collectively referred to herein as the “Securities”.
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(2) |
Based on 104,342,979 shares of the Issuer’s common stock outstanding on November 14, 2016.
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(3) |
The Securities are deemed to be beneficially owned either indirectly by the Reporting Person as Co-Executor of the Estate of Frank Perrotti, Jr. or indirectly by the Reporting Person as Co-Executor of the Estate of Frank Perrotti, Jr. through FPJ Investments LLC, a single member limited liability company.
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background.
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction.
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Item 5. |
Interest in Securities of the Issuer.
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(a) |
As of the date hereof, the Reporting Persons beneficially own 22,036,734 shares of common stock consisting of 13,330,484 shares of common stock, 7,975,000 shares of common stock which may be acquired on conversion of convertible promissory notes aggregating $3,925,000, and 731,250 shares of common stock which may be acquired on exercise of warrants which expire on various dates. The Reporting Persons also beneficially own three (3) promissory notes aggregating $575,000 which are not convertible.
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(b) |
The Co-Executors have shared voting power and shared dispositive power over the shares of common stock.
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(c) |
Except as reported in this Item 5, the Reporting Persons have not effected any transactions in the common stock during the past 60 days. The Estate received 501,173 shares of common stock from the Issuer as a payment in lieu of interest on or about January 30, 2017.
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(d) |
Not applicable.
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(e) |
Not applicable.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits.
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ESTATE OF FRANK PERROTTI, JR.
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By:
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/s/ David Perrotti
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David Perrotti, as Co-Executor
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By:
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/s/ Paula Perrotti
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Paula Perrotti, as Co-Executor
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/s/ David Perrotti
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David Perrotti, as Co-Executor
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/s/ Paula Perrotti
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Paula Perrotti, as Co-Executor
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ESTATE OF FRANK PERROTTI, JR.
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By:
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/s/ David Perrotti
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David Perrotti, as Co-Executor
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By:
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/s/ Paula Perrotti
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Paula Perrotti, as Co-Executor
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/s/ David Perrotti
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David Perrotti, as Co-Executor
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/s/ Paula Perrotti
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Paula Perrotti, as Co-Executor
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