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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
SECURED FINANCIAL NETWORK, INC. [ SFNL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/25/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/01/2007 | 03/01/2007 | P | 333,333 | A | $0.05 | 2,333,333 | D | ||
Common Stock | 03/01/2007 | 03/01/2007 | P | 333,333 | A | $0.05 | 2,333,333 | I | See Footnote(1) | |
Common Stock | 04/05/2007 | 04/05/2007 | P | 1,000,000 | A | $0.05 | 3,333,333 | D | ||
Common Stock | 04/05/2007 | 04/05/2007 | P | 1,000,000 | A | $0.05 | 3,333,333 | I | See Footnote(1) | |
Common Stock | 11/02/2007 | 11/02/2007 | P | 2,000,000 | A | $0.05 | 5,333,333 | D | ||
Common Stock | 11/02/2007 | 11/02/2007 | P | 2,000,000 | A | $0.05 | 5,333,333 | I | See Footnote(1) | |
Common Stock | 04/08/2008 | 04/08/2008 | C | 2,000,000 | A | $0.067 | 5,333,333 | D | ||
Common Stock | 04/08/2008 | 04/08/2008 | C | 2,000,000 | A | $0.067 | 5,333,333 | I | See Footnote(1) | |
Common Stock | 04/08/2008 | 04/08/2008 | C | 1,000,000 | A | $0.067 | 6,333,333 | D | ||
Common Stock | 04/08/2008 | 04/08/2008 | C | 1,000,000 | A | $0.067 | 6,333,333 | I | See Footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Convertible Note(2) | $200,000 | 09/26/2006 | 09/26/2006 | P | 2,000,000 | 11/25/2006 | 09/26/2007 | Common Stock | 2,000,000 | $0.1 | 2,000,000 | D | |||
Convertible Note(2) | $200,000 | 09/26/2006 | 09/26/2006 | P | 2,000,000 | 11/25/2006 | 09/26/2007 | Common Stock | 2,000,000 | $0.1 | 2,000,000 | I | See Footnote(1) | ||
Convertible Note(2) | $200,000 | 11/02/2007 | 11/02/2007 | J(3) | 1,469,676 | 11/25/2006 | 11/25/2006 | Common Stock | 530,324 | $0.1 | 530,324 | D | |||
Convertible Note(2) | $200,000 | 11/02/2007 | 11/02/2007 | J(3) | 1,469,676 | 11/25/2006 | 11/25/2006 | Common Stock | 530,324 | $0.1 | 530,324 | I | See Footnote(1) | ||
Convertible Note(2) | $200,000 | 04/08/2008 | 04/08/2008 | C | 3,000,000 | 11/25/2006 | 11/25/2006(4) | Common Stock | 3,000,000 | $0.0667 | 3,000,000 | D | |||
Convertible Note(2) | $200,000 | 04/08/2008 | 04/08/2008 | C | 3,000,000 | 11/25/2006 | 11/25/2006(4) | Common Stock | 3,000,000 | $0.0667 | 3,000,000 | I | See Footnote(1) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The nature of the indirect beneficial ownership is by Adam Altholtz, in his capacity as Trustee for the Melanie S. altholtz Irrevocable Trust |
2. The reference to "Convertible Note" on Form 4 means the convertible promissory note titled the September 26, 2006 $200,000 Secured Convertible Note by and Between Secured Financial Network, Inc., as maker ("SFNI"), and Melanie S. Altholtz Irrevocable Trust, as lender (the "Trust") |
3. The transactions marked with the "Footnote 3" represent automatic changes in the Trust's beneficial ownership of SFNI common stock (the "SFNI Shares") under the Convertible Note. When the Trust purchased 2,000,000 shares in a private placement on or about November 2, 2007, the Trust's beneficial ownership of SFNI Shares under the Convertible Note was reduced by 1,469,676 SFNI Shares pursuant to the share limitation set forth in the Convertible Note. When the Trust's beneficial ownership was reduced by 1,459,676 SFNI Shares, the Trust then had a total beneficial ownership of 3,863,657 SFNI Shares, representing 9.99% of issued and outstanding SFNI Shares. |
4. The original expiration date for the Convertible Note was September 26, 2007. Notwithstanding the payment and conversion provisions under the Convertible Note, the Trust and SFNI nevertheless agreed that SFNI could satisfy all of its obligations under the Convertible Note by issuing 3,000,000 SFNI Shares to the Trust. After the issuance of the 3,000,000 SFNI Shares to the Trust on or about April 8, 2008, the Trust owned a total of 6,333,333 SFNI Shares, representing 16.38% of the issued and outstanding SFNI Shares. |
Melanie S. Altholtz Irrevocable Trust, /s/ Adam Altholtz, Trustee | 06/27/2008 | |
/s/ Adam Altholtz | 06/27/2008 | |
** 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. |