1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Credit Strategies LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [x]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
9,486,572
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
9,486,572
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
9,486,572 shares of Common Stock. See Item 4.
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [X] See Item 4.
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
9.99% (1)
|
|
12.
|
TYPE OF REPORTING PERSON
|
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Platinum Partners Credit Opportunities Fund LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [x]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
5,928,750
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
5,928,750
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
5,928,750 shares of Common Stock. See Item 4.
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [X] See Item 4.
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
6.24%. See Item 4.
|
|
12.
|
TYPE OF REPORTING PERSON
|
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Platinum Credit Management LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [x]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
9,486,572
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
9,486,572
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
9,486,572 shares of Common Stock. See Item 4.
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [X] See Item 4.
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
9.99% (1)
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Platinum Partners Liquid Opportunity Master Fund LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [x]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
2,629,821
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
2,629,821
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,629,821 shares of Common Stock. See Item 4.
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [X] See Item 4.
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
2.77%. See Item 4.
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Platinum Liquid Opportunity Management (NY) LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [x]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
2,629,821
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
2,629,821
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,629,821 shares of Common Stock. See Item 4.
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [X] See Item 4.
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
2.77%. See Item 4.
|
|
12.
|
TYPE OF REPORTING PERSON
|
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Platinum Partners Value Arbitrage Fund L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [x]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
9,486,572
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
9,486,572
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
9,486,572 shares of Common Stock. See Item 4.
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [X] See Item 4.
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
9.99% (1)
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Platinum Management (NY) LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [x]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
9,486,572
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
9, 486,572
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
9, 486,572 shares of Common Stock. See Item 4.
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [X] See Item 4.
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
9.99% (1)
|
|
12.
|
TYPE OF REPORTING PERSON
|
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Mark Nordlicht
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [x]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
9, 486,572
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
9, 486,572
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
9, 486,572 shares of Common Stock. See Item 4.
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [X] See Item 4.
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
9.99% (1)
|
|
12.
|
TYPE OF REPORTING PERSON
|
IN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
ALS Capital Ventures LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [x]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
9, 486,572
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
9, 486,572
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
9, 486,572 shares of Common Stock. See Item 4.
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [X] See Item 4.
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
9.99% (1)
|
|
12.
|
TYPE OF REPORTING PERSON
|
OO
|
Item 1(a).
|
Name of Issuer:
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
|
Item 2.
|
|
(a) Name of Person Filing.
|
|
(b) Address or Principal Business Office or, if none, Residence.
|
|
(c) Citizenship or Place of Organization.
|
Item 2(d).
|
Title of Class of Securities:
|
Item 2(e).
|
CUSIP Number:
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
(a)
|
[ ]
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
(b)
|
[ ]
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
(c)
|
[ ]
|
Insurance company defined in Section 3(a)(19) of the Exchange Act.
|
|
(d)
|
[ ]
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
(e)
|
[ ]
|
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
(f)
|
[ ]
|
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
(g)
|
[ ]
|
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
(h)
|
[ ]
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
(i)
|
[ ]
|
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
|
|
(j)
|
[ ]
|
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
[ ]
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
(a)
|
Amount beneficially owned:
|
|
As of the close of business on December 31, 2014,
|
a.
|
11,950,000 shares of Common Stock issuable upon conversion of $2,987,500 principal amount convertible debentures, convertible at an initial conversion price of $0.25 per share of Common Stock and maturing on various dates in 2018;
|
b.
|
11,950,000 shares of Common Stock issuable upon exercise of warrants, exercisable at an initial exercise price of $0.50 per share of Common Stock and expiring on various dates in 2018; and
|
c.
|
5,000,000 shares of Common Stock issuable upon exercise of an option granted to Credit Strategies by CS Master Holdings LLC, an affiliate of Moshe Oratz, exercisable at an initial exercise price of $0.005 per share of Common Stock and expiring in April 2016.
|
a.
|
8,410,000 shares of Common Stock issuable upon conversion of $2,102,500 principal amount convertible debentures, convertible at an initial conversion price of $0.25 per share of Common Stock and maturing on various dates in 2018;
|
b.
|
8,410,000 shares of Common Stock issuable upon exercise of warrants, exercisable at an initial exercise price of $0.50 per share of Common Stock and expiring on various dates in 2018;
|
c.
|
12,500,000 shares of Common Stock issuable upon exercise of an option granted to PPVA by CS Master Holdings LLC, an affiliate of Moshe Oratz, exercisable at an initial exercise price of $0.005 per share of Common Stock and expiring in April 2016; and
|
d.
|
5,928,750 shares of Common Stock issuable upon exercise of options granted to PPVA by Village Path Associates LLC, Ocean Parkway Associates LLC and Seventeenth Associates LLC, each exercisable at an initial exercise price of $0.005 per share of Common Stock and expiring December 31, 2023.
|
a.
|
4,944,000 shares of Common Stock issuable upon conversion of $1,236,000 principal amount convertible debentures, convertible at an initial conversion price of $0.25 per share of Common Stock and maturing on various dates in 2018; and
|
b.
|
4,944,000 shares of Common Stock issuable upon exercise of warrants, exercisable at an initial exercise price of $0.50 per share of Common Stock and expiring on various dates in 2018.
|
(b)
|
Percent of Class
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 9,389,003
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 9,389,003
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 5,928,750
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 5,928,750
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 2,629,821
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 2,629,821
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 9,389,003
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 9,389,003
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 9,389,003
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 9,389,003
|
(v)
|
Sole power to vote or to direct the vote: 0
|
(vi)
|
Shared power to vote or to direct the vote: 9,389,003
|
(vii)
|
Sole power to dispose or to direct the disposition of: 0
|
(viii)
|
Shared power to dispose or to direct the disposition of: 9,389,003
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certification.
|
Dated:
|
February 17, 2015
|
Credit Strategies LLC
|
Platinum Partners Credit Opportunities Fund LLC
|
Platinum Credit Management LP
|
Platinum Partners Liquid Opportunity Master Fund LP
|
Platinum Liquid Opportunity Management (NY) LLC
|
Platinum Partners Value Arbitrage Fund L.P.
|
Platinum Management (NY) LLC
|
ALS Capital Ventures LLC
|
|
Exhibit 1
|
|
Dated: February 17, 2015
|
Credit Strategies LLC
|
Platinum Partners Credit Opportunities Fund LLC
|
Platinum Credit Management LP
|
Platinum Partners Liquid Opportunity Master Fund LP
|
Platinum Liquid Opportunity Management (NY) LLC
|
Platinum Partners Value Arbitrage Fund L.P.
|
Platinum Management (NY) LLC
|
ALS Capital Ventures LLC
|