o | Preliminary Information Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
x | Definitive Information Statement |
x | No fee required |
o | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
(1) | Title of each class of securities to which transaction applies: N/A. |
(2) | Aggregate number of securities to which transaction applies: N/A. |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): N/A. |
(4) | Proposed maximum aggregate value of transaction: N/A. |
(5) | Total fee paid: N/A. |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: $ -0- |
(2) | Form, Schedule or Registration Statement No.: N/A |
(3) | Filing Party: N/A |
(4) | Date Filed: N/A |
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Before the
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After the
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||||||||||
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Amendment
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Amendment
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||||||||||
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||||||||||||
Number of Shares of Authorized Common Stock
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500,000,000
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1,000,000,000
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||||||||||
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||||||||||||
Number of Shares of Outstanding Common Stock
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62,740,882
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62,740,882
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||||||||||
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||||||||||||
Number of Shares of Common Stock Reserved for Issuance
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||||||||||||
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||||||||||||
For Series A Preferred Stock
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1,637,600
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|||||||||||
For Outstanding Warrants
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3,710,877
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|||||||||||
For Future Stock Option Plan Issuances
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4,625,593
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|||||||||||
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9,974,070
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9,974,070
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||||||||||
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||||||||||||
Number of Shares of Authorized Common Stock
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||||||||||||
Not Outstanding or Reserved
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427,285,048
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927,285,048
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Title of Class
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Name and Address of
Beneficial Owner (1)
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Amount and Nature
of Beneficial Owner
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Percent of Class (2)
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Directors and Officers:
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Common Stock
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Tyler W. Moore
800 Gessner, Suite 200
Houston, Texas U.S.A.
77024
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501,110
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Less than 1%
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Common Stock
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Pasquale Scaturro
800 Gessner, Suite 200
Houston, Texas, U.S.A., 77024
|
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8,709,413
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13.9%
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Common Stock
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Kent Watts
800 Gessner, Suite 200
Houston, Texas, U.S.A., 77024
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9,621,905 (9)
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15%
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Common Stock
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Sarah Berel-Harrop
800 Gessner, Suite 200
Houston, Texas, U.S.A., 77024
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141,796 (4)
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Less than 1%
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Common Stock
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|
Charles F. Dommer
800 Gessner, Suite 200
Houston, Texas, U.S.A., 77024
|
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1,807,444
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2.9%
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Common Stock
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S. Chris Herndon
800 Gessner, Suite 200
Houston, Texas, U.S.A., 77024
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210,300 (5)
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Less than 1%
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Common Stock
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Directors and officers together (6 persons)
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20,991,968 (6)
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32.5%
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Major Stockholders:
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Common Stock
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Christopher Watts
14019 SW Frwy #301-600
Sugar Land, Texas, U.S.A. 77478
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17,682,832 (7)
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28.2% (8)
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Common Stock
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Kara Driver
14019 SW Frwy #301-600
Sugar Land, Texas
77478
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17,682,832 (3)
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28.2% (8)
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(1) | Under Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares, and/or (ii) investment power, which includes the power to dispose or direct the disposition of shares. In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares within 60 days of the date as of which the information is provided. |
(2) | Based on the 62,740,882 shares of our common stock issued and outstanding as of December 23, 2014. |
(3) | This figure includes (i) 8,842,416 shares of common stock held by KD Navigation Inc., which is solely owned by Kara Driver and (ii) 8,841,416 shares of common stock held by KW Navigation Inc., which is owned 50% by Kara Driver and 50% by Christopher Watts (see footnote 7 below). |
(4) | This figure includes (i) 21,796 shares of common stock and (ii) vested stock options to purchase 120,000 shares of our common stock. |
(5) | This figure includes (i) 10,300 shares of common stock and (ii) vested stock options to purchase 200,000 shares of our common stock. |
(6) | This figure includes 1,957,600 shares of common stock issuable upon exercise or conversion, if any, of stock options and preferred stock. |
(7) | Represents (i) 8,841,416 shares held by CW Navigation Inc., which is solely owned by Christopher Watts, and (ii) 8,841,416 shares held by KW Navigation Inc., which is owned 50% by Christopher Watts and 50% by Kara Driver. |
(8) | The 8,841,416 shares held by KW Navigation Inc. (representing 14.18% of the Company’s issued and outstanding stock as of December 23, 2013) is included in the beneficial ownership figures in the table for each of Kara Driver and Christopher Watts (see footnotes 3 and 7 above). |
(9)
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Includes 1,637,600 shares of common stock issuable upon conversion, if any, of Preferred Stock.
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Date: December 23, 2013
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/s/ Kent P. Watts
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Kent P. Watts, Chairman of the Board, Director
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(signed)
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/s/ Kent Watts
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(date signed)
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11/29
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, 2013 |
(print name)
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Kent Watts
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, Title
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CEO
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|
FOR Company Name:
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HYDROCARB CORPORATION
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Certificate
|
|
Number of
|
|
Number
|
|
Shares of
|
|
|
|
Common Stock
|
|
|
|
|
|
CS3-988
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|
1,859,879
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|
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|||
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|||
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(signed)
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/s/ Kara M. Driver
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(date signed)
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November 28, 2013 |
(print name)
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Kara M. Driver
|
, Title
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Secretary
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FOR Company Name:
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KD NAVIGATION, INC.
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Certificate
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Number of
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Number
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Shares of
|
|
|
|
Common Stock
|
|
|
|
|
|
CS3-925
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767,750
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CS3-896
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191,666
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CS3-893
|
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643,000
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CS3-889
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|
100,000
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CS3-888
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|
100,000
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CS3-935
|
|
33,334
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(signed)
|
/s/ Kara M. Driver
|
(date signed)
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November 28, 2013 |
(print name)
|
Kara M. Driver
|
, Title
|
Secretary
|
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FOR Company Name:
|
KW NAVIGATION, INC.
|
Certificate
|
|
Number of
|
|
Number
|
|
Shares of
|
|
|
|
Common Stock
|
|
|
|
|
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CS3-915
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643,000
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CS3-903
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100,000
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CS3-902
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100,000
|
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CS3-899
|
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191,666
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CS3-936
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33,333
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CS3-927
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767,750
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CS3-937
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|
33,333
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(signed)
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/s/ Kara M. Driver
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(date signed)
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November 28, 2013 |
(print name)
|
Kara M. Driver
|
, Title
|
Secretary
|
|
FOR Company Name:
|
CW NAVIGATION, INC.
|
Certificate
|
|
Number of
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|
Number
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Shares of
|
|
|
|
Common Stock
|
|
|
|
|
|
CS3-913
|
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100,000
|
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CS3-908
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|
191,666
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|
CS3-909
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|
100,000
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CS3-914
|
|
643,000
|
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CS3-930
|
|
33,333
|
|
CS3-926
|
|
767,750
|
|
CS3-932
|
|
33,334
|
(signed)
|
/s/ Timothy Scaturro
|
(date signed)
|
Nov. 24 | , 2013 |
(print name)
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Timothy Scaturro
|
, Title:
|
President
|
|
FOR: Company Name:
|
PTAS, Inc.
|
Certificate
|
|
Number of
|
|
Number
|
|
Shares of
|
|
|
|
Common Stock
|
|
|
|
|
|
CS3-980
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|
56,400
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|
|
|
|
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CS3-943
|
|
600,000
|
|
|
|
|
|
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|||
|
|
|
|
|
(signed)
|
/s/ Kent Watts
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(date signed)
|
11/29
|
, 2013 |
(print name)
|
Kent Watts
|
, Title
|
CEO
|
|
FOR Company Name:
|
HYDROCARB CORPORATION
|
Certificate
|
|
Number of
|
|
Number
|
|
Shares of
|
|
|
|
Common Stock
|
|
|
|
|
|
CS3-988
|
|
1,859,879
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|
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
(signed)
|
/s/ Kara M. Driver
|
(date signed)
|
November 28, 2013 |
(print name)
|
Kara M. Driver
|
, Title
|
Secretary
|
|
FOR Company Name:
|
KD NAVIGATION, INC.
|
Certificate
|
|
Number of
|
|
Number
|
|
Shares of
|
|
|
|
Common Stock
|
|
|
|
|
|
CS3-925
|
|
767,750
|
|
CS3-896
|
|
191,666
|
|
CS3-893
|
|
643,000
|
|
CS3-889
|
|
100,000
|
|
CS3-888
|
|
100,000
|
|
CS3-935
|
|
33,334
|
(signed)
|
/s/ Kara M. Driver
|
(date signed)
|
November 28, 2013 |
(print name)
|
Kara M. Driver
|
, Title
|
Secretary
|
|
FOR Company Name:
|
KW NAVIGATION, INC.
|
Certificate
|
|
Number of
|
|
Number
|
|
Shares of
|
|
|
|
Common Stock
|
|
|
|
|
|
CS3-915
|
|
643,000
|
|
CS3-903
|
|
100,000
|
|
CS3-902
|
|
100,000
|
|
CS3-899
|
|
191,666
|
|
CS3-936
|
|
33,333
|
|
CS3-927
|
|
767,750
|
|
CS3-937
|
|
33,333
|
(signed)
|
/s/ Kara M. Driver
|
(date signed)
|
November 28, 2013 |
(print name)
|
Kara M. Driver
|
, Title
|
Secretary
|
|
FOR Company Name:
|
CW NAVIGATION, INC.
|
Certificate
|
|
Number of
|
|
Number
|
|
Shares of
|
|
|
|
Common Stock
|
|
|
|
|
|
CS3-913
|
|
100,000
|
|
CS3-908
|
|
191,666
|
|
CS3-909
|
|
100,000
|
|
CS3-914
|
|
643,000
|
|
CS3-930
|
|
33,333
|
|
CS3-926
|
|
767,750
|
|
CS3-932
|
|
33,334
|
(signed)
|
/s/ Timothy Scaturro
|
(date signed)
|
Nov. 24 | , 2013 |
(print name)
|
Timothy Scaturro
|
, Title:
|
President
|
|
FOR: Company Name:
|
PTAS, Inc.
|
Certificate
|
|
Number of
|
|
Number
|
|
Shares of
|
|
|
|
Common Stock
|
|
|
|
|
|
CS3-980
|
|
56,400
|
|
|
|
|
|
CS3-943
|
|
600,000
|
|
|
|
|
|
|
|||
|
|
|
|
|