*
|
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.
|
(1) | NAMES OF REPORTING PERSONS
Carl Grover
|
||||
(2)
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) o (b) o
|
|||
(3)
|
|
SEC USE ONLY
|
|||
(4)
|
|
SOURCE OF FUNDS (see instructions)
PF
|
|||
(5)
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
|||
(6)
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
US
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
(7)
|
|
SOLE VOTING POWER
39,223,890 shares
|
|
|
(8)
|
|
SHARED VOTING POWER
0 shares
|
||
|
(9)
|
|
SOLE DISPOSITIVE POWER
39,223,890 shares
|
||
|
(10)
|
|
SHARED DISPOSITIVE POWER
0 shares
|
||
(11)
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,223,890 shares
|
|||
(12)
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
|
|||
(13)
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
|
|||
(14)
|
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
(a)
|
The name of the person filing this Statement (the “Reporting Person”) is Carl Grover ("Grover").
|
(b)
|
The principal business address for the Reporting Person is 1010 S. Ocean Blvd. #1017, Pompano Beach, FL 33062.
|
(c)
|
Grover is a private investor.
|
(d)
|
Grover has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors.)
|
(e)
|
Grover has not, during the last five years, 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 or, federal or state securities laws or finding any violation with respect to such laws.
|
(f)
|
Citizenship of Grover: United States.
|
(a)
|
The aggregate number and percentage of shares of the Common Stock to which this Schedule 13D relates is 39,223,890 shares of Common Stock, constituting approximately 9.99% of the Issuer’s outstanding Common Stock. The shares consist of (1) 8,571,429 shares of Common Stock issuable upon the conversion of promissory note issued on October 13, 2015 in the principle amount of $3,000,000, convertible at $0.35 per share, (2) a Series C warrant to purchase 4,000,000 shares of Common Stock at an exercise price of $0.45 per share, (3) 11,428,571 shares of common stock issuable upon the conversion of a promissory note issued on October 26, 2015 in the principle amount of $4,000,000, convertible at $0.35 per share, (4) a Series C warrant to purchase 5,333,333 shares of common stock at an exercise price of $0.45 per share, (5) 1,500,000 common shares issued as part of the January 2015 Note Purchase Agreement, (6) 11,428,571 shares of common stock issuable upon the conversion of a promissory note issued in July 2014 in the principle amount of $4,000,000, convertible at $0.35 per share (the “2014 Note”), (7) a Series A Warrant to purchase 15,652,174 shares of common stock at an exercise price of $0.23 per share, (8) 3,671,240 shares of Common Stock held prior to the October 2015 Note Purchase Agreement. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 392,631,528 shares of Common Stock outstanding as of September 30, 2015. Notwithstanding the provisions of the Series C Warrants or the October Notes, in no event shall the Series C Warrant be exercisable or the October Notes be converted into shares of Common Stock to the extent that the issuance of Common Stock upon the exercise or conversion hereof, after taking into account the Common Stock then owned by the Mr. Grover, would result in the beneficial ownership by Mr. Grover of more than 9.99% of the outstanding Common Stock of the Company Notwithstanding the provisions of the Series A Warrant or the 2014 Note, in no event shall the Series A Warrant be exercisable or the 2014 Note converted into shares of Common Stock to the extent that the issuance of Common Stock upon the exercise or conversion hereof, after taking into account the Common Stock then owned by the Mr. Grover, would result in the beneficial ownership by Mr. Grover of more than 9.99% of the outstanding Common Stock of the Company (For purposes of this paragraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended).
|
(b)
|
The Reporting Person has sole power to vote or direct the vote of and to dispose or direct the disposition of the 39,223,890 shares of Common Stock reported herein.
|
(c)
|
Aside from October 2015 convertible note transactions on October 13, 2015 and October 26, 2015, there have been no other transactions in the shares of Common Stock affected the Reporting Person during the past 60 days.
|
(d)
|
No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer's Common Stock reported as being beneficially owned (or which may be deemed to be beneficially owned) by the Reporting Person.
|
(e)
|
Not applicable.
|
/s/ Carl Grover
Carl Grover
|