SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Cardinalli Amanda Walker

(Last) (First) (Middle)
57 WEST 200 SOUTH, SUITE 400


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 04/22/2009 J(1) 100,000 A (1) 8,571,232 I See footnote(2)
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
12% Convertible Note $0.02 04/22/2009 J(1) $10,000 (1) (1) Common Stock (1) (1) $10,000 I See footnote(2)
Option (Right to Buy) $0.2 03/26/2010 A 1,000,000 (3) (3) Common Stock 1,000,000 (3) 1,000,000 D
Explanation of Responses:
1. On April 22, 2009, the Issuer borrowed an aggregate of $10,000 from Nevada Agency and Transfer Company ("NATCO"). evidenced by an unsecured note maturing on May 22, 2009 and bearing interest at 12% per annum (the "Note"). In an Event of Default (as defined in the Note), all or any part of the unpaid principal and accrued interest due under the Note is convertible into shares of the Issuer's common stock at a conversion price equal to $0.02 per share. As additional consideration, the Issuer issued to NATCO an aggregate of 100,000 shares of its common stock.
2. The shares reported as beneficially owned by the Reporting Person are directly owned by NATCO. The Reporting Person serves as president of NATCO. As such, the Reporting Person may be deemed to beneficially own the securities reported herein and owned directly by NATCO. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of her pecuniary interest therein.
3. Awarded pursuant to the Issuer's 2008 Stock Option Plan. The options vest 100% on March 24, 2011 and are exercisable at any time within three years of such vesting, provided the Reporting Person's employment with the Issuer is not terminated subsequent to the vesting date.
/s/ Amanda Cardinalli 04/13/2010
** 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.