*
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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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NAMES OF REPORTING
PERSONS
Carl
Grover
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(2)
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a) ☐ (b)
☐
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(3)
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SEC USE
ONLY
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(4)
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SOURCE OF FUNDS
(see instructions)
PF
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(5)
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐
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(6)
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CITIZENSHIP OR
PLACE OF ORGANIZATION
US
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NUMBER
OF
SHARES
|
|
(7)
|
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SOLE VOTING
POWER
39,230,336
shares
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BENEFICIALLY
OWNED
BY
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(8)
|
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SHARED
VOTING POWER
0
shares
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EACH
REPORTING
|
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(9)
|
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SOLE
DISPOSITIVE POWER
39,230,336
shares
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PERSON
WITH
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(10)
|
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SHARED
DISPOSITIVE POWER
0
shares
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(11)
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,230,336
shares
|
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(12)
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐
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(13)
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
9.99%
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(14)
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TYPE OF REPORTING
PERSON (see instructions)
IN
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(a)
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The name of the
person filing this Statement (the “Reporting Person”) is Carl Grover
("Grover").
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(b)
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The principal
business address for the Reporting Person is 1010 S. Ocean Blvd.
#1017, Pompano Beach, FL 33062.
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(c)
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Grover is a private
investor.
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(d)
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Grover has not,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors.)
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(e)
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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.
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(f)
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Citizenship of
Grover: United States.
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(a)
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The aggregate
number and percentage of shares of the Common Stock to which this
Schedule 13D relates is 39,230,336 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)
3,651,240 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
392,696,057 shares of Common Stock outstanding as of December 31,
2016. 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).
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(b)
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The Reporting
Person has sole power to vote or direct the vote of and to dispose
or direct the disposition of the 39,230,336 shares of Common Stock
reported herein.
|
(c)
|
Aside from the sale
of 20,000 common shares on June 30, 2016, there have been no other
transactions in the shares of Common Stock affected the Reporting
Person during the past 60 days.
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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.
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(e)
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Not
applicable.
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Dated: March 7,
2017
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/s/ Carl Grover
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Carl
Grover
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