1
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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
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gianfranco Gracchi
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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o | ||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF (Personal Funds)
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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) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7
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SOLE VOTING POWER
66,847,000 (1)
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
66,847,000 (1)
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,847,000 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.9%(2)
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14
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TYPE OF REPORTING PERSON
IN
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(1)
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Represents 21,847,000 shares of common stock and 1,800 shares of Series A Preferred Stock. Each Share of Series A is entitled to 25,000 votes.
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(2)
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Based on 178,884,691 shares outstanding as of December 31, 2010.
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(a) | Gianfranco Gracchi |
(b) | 20801 Biscayne Blvd., Suite 403, Aventura, FL 33180. |
(c) | Chief Executive Officer of the Company |
(d) | The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) within the last five years. |
(e) | The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws within the past five years. |
(f) | The Reporting Person is a citizen of Italy. |
(a) | None |
(b) | None |
(c) | None |
(d) | None |
(e) | None |
(f) | None |
(g) | None |
(h) | None |
(i) | None |
(j) | None |
(a) | The reporting person owns 21,847,000 shares of the Company’s common stock and 1,800 shares of Series A Preferred Stock which is convertible into 1,800 shares of common stock and entitles the reporting person to a total of 45,000,000 votes (25,000 per share of Series A). |
(b) | The reporting person has the sole power to vote and dispose of all of the securities beneficially owned by him. |
(c) | From December 28, 2010 through January 21, 2011, the reporting person purchased 36,000 shares of common stock at a weighted average price of $0.35 per share. Of these shares of common stock, 5,000 shares were purchased prior to December 31, 2010. |
(d) | Not applicable. |
(e) | Not Applicable. |
By:
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/s/ Gianfranco Gracchi |
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Gianfranco Gracchi
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