-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DUDCC8ejiTf1HJPx9+mITOt+zGKm7Kpz3U1Rc8OtjmIsluHsy4o7KSr46rVON6TK T4pyHzQJiGMJlJrom+kFEQ== 0001144204-10-032819.txt : 20100610 0001144204-10-032819.hdr.sgml : 20100610 20100610141453 ACCESSION NUMBER: 0001144204-10-032819 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100610 DATE AS OF CHANGE: 20100610 GROUP MEMBERS: COAST INVESTMENT MANAGEMENT, LLC GROUP MEMBERS: COAST MEDINA, LLC GROUP MEMBERS: COAST SIGMA FUND, LLC GROUP MEMBERS: MOJOBEAR CAPITAL LLC GROUP MEMBERS: THE COAST FUND, LP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Smith David E CENTRAL INDEX KEY: 0001378591 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 888 LINDA FLORA DRIVE CITY: LOS ANGELES STATE: CA ZIP: 90049 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Zoo Entertainment, Inc CENTRAL INDEX KEY: 0001326652 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83159 FILM NUMBER: 10889950 BUSINESS ADDRESS: STREET 1: 3805 EDWARDS ROAD, STREET 2: SUITE 400 CITY: CINCINNATI, STATE: OH ZIP: 45209 BUSINESS PHONE: 513.824.8297 MAIL ADDRESS: STREET 1: 3805 EDWARDS ROAD, STREET 2: SUITE 400 CITY: CINCINNATI, STATE: OH ZIP: 45209 FORMER COMPANY: FORMER CONFORMED NAME: Driftwood Ventures, Inc. DATE OF NAME CHANGE: 20050510 SC 13D/A 1 v187915_sc13da.htm
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Amendment No.2)*
 
Zoo Entertainment, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
98978F207
(CUSIP Number)
 
David E. Smith
c/o Coast Asset Management, LLC
2450 Colorado Ave., Suite 100 E. Tower
Santa Monica, CA  90404
310-576-3502
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
 
May 11, 2010
(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*   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.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
  
 
 
 
 
CUSIP No.
98978F207
 
 
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
David E. Smith
  
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
¨
   
(b)
¨
 
3.
SEC USE ONLY
  
 
4.
SOURCE OF FUNDS*
  
 
PF
  
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
¨
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
United States of America
  
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
SOLE VOTING POWER
  
 
1,038,174(1)
  
 
8.
SHARED VOTING POWER
  
 
455,660(1)
  
 
9.
SOLE DISPOSITIVE POWER
 
1,038,174(1)
  
 
10.
SHARED DISPOSITIVE POWER
  
¨
 
455,660(1)
  
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
1,493,834(1)
  
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
32.2%(1)(2)
  
 
14.
TYPE OF REPORTING PERSON*
  
 
IN
  
 
(1) Includes (i) 1,035,139 shares of Common Stock, par value $0.001 per share (“Common Stock”), owned directly by Mr. Smith; (ii) 440,758 shares of Common Stock owned by Mojobear Capital LLC; (iii) 4,098 shares of Common Stock owned by Coast Medina, LLC; (iv) 10,804 shares of Common Stock owned by Coast Sigma Fund, LLC, all companies of which are controlled by Mr. Smith; (v) and  non-qualified stock options to purchase up to 3,035 shares of common stock for a purchase price of $2.46 per share that will vest and become exercisable within 60 days.  It does not include non-qualified stock options held by Mr. Smith to purchase up to 9,104 shares of common stock for a purchase price of $2.46 per share that are not vested and not exercisable within 60 days.

(2) Based on 4,630,741 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 19, 2010 in the Issuer's Amendment No. 3 to Form S-1, as filed with the Securities and Exchange Commission on May 20, 2010.

 
 
 
 
CUSIP No.
98978F207
 
 
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
Mojobear Capital LLC
  
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
¨
   
(b)
¨
 
3.
SEC USE ONLY
  
 
4.
SOURCE OF FUNDS*
  
 
WC
  
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
¨
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
United States of America
  
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
SOLE VOTING POWER
  
 
0
  
 
8.
SHARED VOTING POWER
  
 
440,758(1)
  
 
9.
SOLE DISPOSITIVE POWER
 
0
  
 
10.
SHARED DISPOSITIVE POWER
  
¨
 
440,758(1)
  
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
440,758(1)
  
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
9.5%(1)(2)
  
 
14.
TYPE OF REPORTING PERSON*
  
 
OO
  
 
(1) Includes 440,758 shares of common stock owned by Mojobear Capital LLC.

(2) Based on 4,630,741 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 19, 2010 in the Issuer's Amendment No. 3 to Form S-1, as filed with the Securities and Exchange Commission on May 20, 2010.
 
 
 
 
 
CUSIP No.
98978F207
 
 
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
Coast Investment Management, LLC
  
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
¨
   
(b)
¨
 
3.
SEC USE ONLY
  
 
4.
SOURCE OF FUNDS*
  
 
WC
  
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
¨
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
Delaware
  
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
SOLE VOTING POWER
  
 
0
  
 
8.
SHARED VOTING POWER
  
 
4,098 (1)
  
 
9.
SOLE DISPOSITIVE POWER
 
0
  
 
10.
SHARED DISPOSITIVE POWER
  
¨
 
4,098 (1)
  
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
4,098 (1)
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
0.1%(1)(2)
  
 
14.
TYPE OF REPORTING PERSON*
  
 
OO
  
 
(1) Includes 4,098 shares of Common Stock owned by Coast Medina, LLC.
 
(2) Based on 4,630,741 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 19, 2010 in the Issuer's Amendment No. 3 to Form S-1, as filed with the Securities and Exchange Commission on May 20, 2010.
 
 
 
 
 
CUSIP No.
98978F207
 
 
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
The Coast Fund, LP
  
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
¨
   
(b)
¨
 
3.
SEC USE ONLY
  
 
4.
SOURCE OF FUNDS*
  
 
WC
  
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
¨
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
Cayman Islands
  
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
SOLE VOTING POWER
  
 
0
  
 
8.
SHARED VOTING POWER
  
 
4,098 (1)
  
 
9.
SOLE DISPOSITIVE POWER
 
0
  
 
10.
SHARED DISPOSITIVE POWER
  
¨
 
4,098 (1)
  
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
4,098 (1)
  
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
0.1% (1)(2)
  
 
14.
TYPE OF REPORTING PERSON*
  
 
PN
  
 
(1) Includes 4,098 shares of Common Stock owned by Coast Medina, LLC.
 
(2) Based on 4,630,741 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 19, 2010 in the Issuer's Amendment No. 3 to Form S-1, as filed with the Securities and Exchange Commission on May 20, 2010.
 
 
 
 
 
CUSIP No.
98978F207
 
 
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
Coast Medina, LLC
  
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
¨
   
(b)
¨
 
3.
SEC USE ONLY
  
 
4.
SOURCE OF FUNDS*
  
 
WC
  
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
¨
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
Delaware
  
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
SOLE VOTING POWER
  
 
0
  
 
8.
SHARED VOTING POWER
  
 
4,098 (1)
  
 
9.
SOLE DISPOSITIVE POWER
 
0
  
 
10.
SHARED DISPOSITIVE POWER
  
¨
 
4,098 (1)
  
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
4,098 (1)
  
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
0.1% (1)(2)
  
 
14.
TYPE OF REPORTING PERSON*
  
 
OO
  
 
(1) Includes 4,098 shares of Common Stock owned by Coast Medina, LLC.
 
(2) Based on 4,630,741 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 19, 2010 in the Issuer's Amendment No. 3 to Form S-1, as filed with the Securities and Exchange Commission on May 20, 2010.
 
 
 
 
 
CUSIP No.
98978F207
 
 
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
Coast Sigma Fund, LLC
  
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
¨
   
(b)
¨
 
3.
SEC USE ONLY
  
 
4.
SOURCE OF FUNDS*
  
 
WC
  
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
¨
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
Delaware
  
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
SOLE VOTING POWER
  
 
0
  
 
8.
SHARED VOTING POWER
  
 
10,804(1)
  
 
9.
SOLE DISPOSITIVE POWER
 
0
  
 
10.
SHARED DISPOSITIVE POWER
  
¨
 
10,804(1)
  
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
10,804 (1)
  
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
0.2% (1)(2)
  
 
14.
TYPE OF REPORTING PERSON*
  
 
OO
  

(1) 10,804 shares of Common Stock owned by Coast Sigma Fund, LLC. 

(2) Based on 4,630,741 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 19, 2010 in the Issuer's Amendment No. 3 to Form S-1, as filed with the Securities and Exchange Commission on May 20, 2010.
 
 
 
 
 
CUSIP No.
98978F207
 
 
Item 1.
Security and Issuer.
   
 
This Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.001 per share (“Common Stock”), of Zoo Entertainment, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3805 Edwards Road, Suite 400, Cincinnati, Ohio 45209.
   
 
Item 2.
Identity and Background.
   
(a-c,f)
This Schedule 13D is being filed by David E. Smith, Mojobear Capital LLC (“Mojobear”), Coast Investment Management, LLC ("Coast Investment Management"), The Coast Fund, LP ("The Coast Fund"), Coast Medina, LLC ("Coast Medina") and Coast Sigma Fund, LLC (“Coast Sigma”).  Each of David E. Smith, Mojobear, Coast Investment Management, The Coast Fund, Coast Medina and Coast Sigma may be referred to herein as a "Reporting Person" and collectively may be referred to as "Reporting Persons".

 
David E. Smith is the managing member of Mojobear.

 
David E. Smith is the managing member of Coast Investment Management. Coast Investment Management is the general partner of The Coast Fund. The Coast Fund is the sole member of Coast Medina.

 
David E. Smith is also the President and a member of the Board of Managers of Coast Asset Management, LLC, which is the managing member of Coast Sigma.

 
David E. Smith is a United States citizen. Each of  Mojobear, Coast Investment Management, Coast Medina and Coast Sigma is a Delaware limited liability company. The Coast Fund is a Cayman Islands limited partnership. The principal business address for each of David E. Smith, Mojobear, Coast Investment Management, The Coast Fund, Coast Medina and Coast Sigma is 2450 Colorado Ave., Suite 100 E. Tower, Santa Monica, CA 90404.

 
(d)
David E. Smith has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 
(e)
None of the Reporting Persons have, 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 were or are 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.
 
 
 
 
 
Item 3.
Source and Amount of Funds or Other Consideration.
   
 
On May 11, 2010, Mojobear purchased an aggregate of 440,758 shares of Common Stock in a private transaction, at a price per share equal to $2.38, for an aggregate purchase price of $1,049,999, consisting of personal funds of Mr. Smith and working capital of Mojobear.  The shares of Common Stock were acquired pursuant to that certain Securities Purchase Agreement dated as of May 7, 2010, by and among Mojobear and the parties set forth therein.
   

Item 4.
Purpose of Transaction.
   
 
The recent acquisition of securities by Mojobear, has been a result of the following:

 
On May 11, 2010, Mojobear purchased an aggregate of 440,758 shares of Common Stock in a private transaction, at a price per share equal to $2.38, for an aggregate purchase price of $1,049,999, consisting of personal funds of Mr. Smith and working capital of Mojobear.  The shares of Common Stock were acquired pursuant to that certain Securities Purchase Agreement dated as of May 7, 2010, by and among Mojobear and the parties set forth therein.

 
The Reporting Persons have no current plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. The Reporting Persons intend to continuously assess the Issuer's business, financial conditions, results of operations and prospects, general economic conditions, the securities markets in general and those for the Issuer's securities. Depending on such assessments, the Reporting Persons may, from time to time, acquire shares of Common Stock or may determine to sell or otherwise dispose of all or some of their holdings of shares of Common Stock.
   
 
Item 5.
Interest in Securities of the Issuer.

(a,b)
Based on 4,630,741 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 19, 2010 in the Issuer’s Amendment No. 3 to Form S-1, as filed with the Securities and Exchange Commission on May 20, 2010, David E. Smith may be deemed to be the beneficial owner of 1,493,834 shares of Common Stock,  constituting 32.2% of the Issuer’s Common Stock, which includes (i) 1,035,139 shares of Common Stock owned directly by Mr. Smith; (ii) 440,758 shares of Common Stock owned by Mojobear Capital LLC; (iii) 4,098 shares of Common Stock owned by Coast Medina, LLC; (iv) 10,804 shares of Common Stock owned by Coast Sigma Fund, LLC, all companies of which are controlled by Mr. Smith; and (v)  non-qualified stock options to purchase up to 3,035 shares of Common Stock for a purchase price of $2.46 per share that will vest and become exercisable within 60 days.  It does not include non-qualified stock options held by Mr. Smith to purchase up to 9,104 shares of Common Stock for a purchase price of $2.46 per share that are not vested and not exercisable within 60 days.
 
 
 
 
 
 
David E. Smith has the sole power to vote or direct the vote of 1,038,174 shares of Common Stock, and has the shared power to vote or direct the vote of 455,660 shares of Common Stock.
     
(a,b)
Based on 4,630,741 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 19, 2010 in the Issuer’s Amendment No. 3 to Form S-1, as filed with the Securities and Exchange Commission on May 20, 2010, Mojobear may be deemed to be the beneficial owner of 440,758 shares of Common Stock, constituting 9.5% of the Issuer’s Common Stock.

 
Mojobear has the sole power to vote or direct the vote of no shares of Common Stock, and has the shared power to vote or direct the vote of 440,758 shares of Common Stock.

(a,b)
B Based on 4,630,741 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 19, 2010 in the Issuer’s Amendment No. 3 to Form S-1, as filed with the Securities and Exchange Commission on May 20, 2010, Coast Investment Management may be deemed to be the beneficial owner of 4,098 shares of Common Stock, constituting 0.1% of the Issuer’s Common Stock, which includes 4,098 shares of Common Stock held by Coast Medina.

 
Coast Investment Management has the sole power to vote or direct the vote of no shares of Common Stock, and has the shared power to vote or direct the vote of 4,098 shares of Common Stock.

(a,b)
Based on 4,630,741 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 19, 2010 in the Issuer’s Amendment No. 3 to Form S-1, as filed with the Securities and Exchange Commission on May 20, 2010, Coast Fund may be deemed to be the beneficial owner of 4,098 shares of Common Stock, constituting 0.1% of the Issuer’s Common Stock, which includes 4,098 shares of Common Stock held by Coast Medina.

 
The Coast Fund has the sole power to vote or direct the vote of no shares of Common Stock and has the shared power to vote or direct the vote of 4,098 shares of Common Stock.

(a,b)
Based on 4,630,741 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 19, 2010 in the Issuer’s Amendment No. 3 to Form S-1, as filed with the Securities and Exchange Commission on May 20, 2010, Coast Medina may be deemed to be the beneficial owner of 4,098 shares of Common Stock, constituting 0.1% of the Common Stock of the Issuer, which includes 4,098 shares of Common Stock held by Coast Medina.

 
Coast Medina has the sole power to vote or direct the vote of no shares of Common Stock, and has the shared power to vote or direct the vote of 4,098 shares of Common Stock.
 
(a)(b)
Based on 4,630,741 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 19, 2010 in the Issuer’s Amendment No. 3 to Form S-1, as filed with the Securities and Exchange Commission on May 20, 2010, Coast Sigma may be deemed to be the beneficial owner of 10,804 shares of Common Stock, constituting 0.2% of the Issuer’s Common Stock, which includes (i) 10,804 shares of Common Stock held by Coast Sigma.
 
(c)
On May 11, 2010, Mojobear purchased an aggregate of 440,758 shares of Common Stock in a private transaction, at a price per share equal to $2.38, for an aggregate purchase price of $1,049,999, consisting of personal funds of Mr. Smith.  The shares of Common Stock were acquired pursuant to that certain Securities Purchase Agreement dated as of May 7, 2010, by and among Mojobear and the parties set forth therein.

 
On March 10, 2010, all of the shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, held by certain of Reporting Persons automatically converted into shares of Common Stock.
     
 
(d)
Not applicable.

 
(e)
Not applicable.
 
 
 
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 
On May 11, 2010, Mojobear purchased an aggregate of 440,758 shares of Common Stock in a private transaction, at a price per share equal to $2.38, for an aggregate purchase price of $1,049,999, consisting of personal funds of Mr. Smith and working capital of Mojobear.  The shares of Common Stock were acquired pursuant to that certain Securities Purchase Agreement dated as of May 7, 2010, by and among Mojobear and the parties set forth therein.

 
On December 14, 2009, the Board of the Issuer appointed David E. Smith as a director of the Issuer, to fill the existing vacancy on the Board.  There are no arrangements or understandings between David E. Smith and any other person pursuant to which he was appointed as a director of the Issuer.  David E. Smith has not previously held any positions in the Issuer, and does not have family relations with any directors or executive officers of the Issuer.

 
On November 20, 2009, the Issuer entered into a Securities Purchase Agreement with, among others, David E. Smith pursuant to which the Issuer agreed to sell to certain investors in a private offering an aggregate of up to 2,000,000 shares of Series A Convertible Preferred Stock (the “Preferred Shares”) at a price per share equal to $2.50, for gross proceeds to us of up to $5,000,000 (the "November Financing").  On November 20, 2009, the Issuer sold 400,000 Preferred Shares to David E. Smith for gross proceeds of $1,000,000.  The Preferred Shares sold to David E. Smith were issued on the same terms and conditions as the Preferred Shares sold to the other investors in the November Financing.  The Preferred Shares automatically converted into shares of Common Stock on Match 10, 2010.
   
 
Item 7.
Material to be Filed as Exhibits.

 
Exhibit A Joint Filing Agreement, dated as of March 8, 2010.

 
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
June 10, 2010
  
/s/  David E. Smith
   
(Signature)
     
June 10, 2010
  
Mojobear Capital LLC
   
By: /s/ David E. Smith
   
Name: David E. Smith, Managing Member
     
June 10, 2010
  
Coast Investment Management LLC
By: /s/ David E. Smith
Name: David E. Smith, Managing Member
     
June 10, 2010
  
The Coast Fund, LP
   
By: /s/ David E. Smith
   
Name: David E. Smith, Managing Member of Coast
Investment Management, LLC, the General Partner
of The Coast Fund, LP
     
June 10, 2010
  
Coast Medina, LLC
   
By: /s/ David E. Smith
   
Name: David E. Smith, Managing Member of the
Coast Investment Management, LLC, the managing
General Partner of The Coast Fund, LP, the Sole
Member of Coast Medina, LLC
     
June 10, 2010
  
Coast Sigma Fund, LLC
   
By: /s/ David E. Smith
   
Name: David E. Smith, President of Coast Asset
Management, LLC, the Managing Member of Coast
Sigma Fund, LLC
 
 
 
 
 
EXHIBIT A
 
EXHIBIT A
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(k)
 
 
 
June 10, 2010
  
/s/  David E. Smith
   
(Signature)
     
June 10, 2010
  
Mojobear Capital LLC
   
By: /s/ David E. Smith
   
Name: David E. Smith, Managing Member
     
June 10, 2010
  
Coast Investment Management LLC
By: /s/ David E. Smith
Name: David E. Smith, Managing Member
     
June 10, 2010
  
The Coast Fund, LP
   
By: /s/ David E. Smith
   
Name: David E. Smith, Managing Member of Coast
Investment Management, LLC, the General Partner
of The Coast Fund, LP
     
June 10, 2010
  
Coast Medina, LLC
   
By: /s/ David E. Smith
   
Name: David E. Smith, Managing Member of the
Coast Investment Management, LLC, the managing
General Partner of The Coast Fund, LP, the Sole
Member of Coast Medina, LLC
     
June 10, 2010
  
Coast Sigma Fund, LLC
   
By: /s/ David E. Smith
   
Name: David E. Smith, President of Coast Asset
Management, LLC, the Managing Member of Coast
Sigma Fund, LLC
 
 
 
 
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