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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 | ||||||||
Stock Options | $ 0.1542 | 07/08/2009 | J | 20,000,000 | 05/23/2006 | 04/30/2011 | Common Stock | 20,000,000 | (2) | 20,000,000 | I | . (3) | |||
Stock Options | $ 0.1542 | 07/08/2009 | J | 20,000,000 | 05/23/2006 | 04/30/2011 | Common Stock | 20,000,000 | (2) | 20,000,000 | I | . (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GUTNICK JOSEPH ISAAC LEVEL 8 580 ST. KILDA ROAD MELBOURNE VICTORIA, C3 304 |
X | X | President and CEO |
/s/ Joseph I. Gutnick | 07/08/2009 | |
**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) | Of this amount, 110,000,000 shares (and 20,000,000 stock options) were owned by Fast Knight Nominees Pty. Ltd. ("FKN"), 229,490 shares were owned by AXIS Consultants Pty. Ltd. ("AXIS"), 17,500 shares were owned by Pearlway Investments Pty. Ltd. ("Pearlway"), 1,919 shares were owned by Quantum Resources Limited ("Quantum") and 25,650 shares were owned by Mr. Gutnick directly. All of these entities are private Australian corporations of which Mr. Gutnick and members of his family are officers, directors and shareholders. |
(2) | On July 8, 2009, FKN agreed to exchange 110,000,000 shares of common stock of the issuer and options to purchase 20,000,000 shares of common stock of the issuer with Northern Capital Resources Corporation ("NCRC") in exchange for 55,000,000 shares of NCRC. Mr. Gutnick and members of his family are officers, directors and shareholders of NCRC. At the same time, NCRC acquired the shares of the issuer owned by AXIS, Pearlway, Quantum and Mr. Gutnick for a purchase price of $0.05 per share. |
(3) | The shares and options are owned by the following corporations of which Joseph Gutnick and members of his family are officers, directors and shareholders: NCRC - 110,000,000 shares and 20,000,000 stock options; Edensor Nominees Pty Ltd. - 5,394,590 shares; Kerisridge Pty Ltd. - 1,753,984 shares; Kalycorp Pty Ltd. - 2,000,000 shares; Pearlway Investments Pty Ltd - 8,500 and Surfer Holdings Pty Ltd. - 1,500,000 shares. |