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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
The Date of Event Requiring Statement in Item 2 above is the date the Reporting Person acquired beneficial ownership of more than 10% of the Issuer's common stock. On March 15, 2013, Mr. Corona entered into a conversion agreement with the Issuer pursuant to which Mr. Corona converted $773,000 owed to him individually by the Issuer, which amount represented principal and interest owed by the Issuer under a promissory note plus certain working capital advances, into 773,000 units. Each unit consisted of one share of common stock of the Issuer plus 2.75 warrants to purchase shares of common stock of the Issuer at a price of $0.25 per share, for an aggregate of 2,125,750 warrants. As a result of this debt conversion, Mr. Corona was deemed to beneficially own in his individual capacity 3,030,317 shares of common stock of the Issuer, representing 15.6% of the then outstanding common stock as adjusted for Mr. Corona's warrants. |
(2) |
On March 18, 2013, Mr. Corona exercised all of his warrants in a cashless transaction, pursuant to which he received 1,818,561 shares of common stock upon such exercise, resulting in Mr. Corona beneficially owning 2,723,128 shares or 11.8% of the Issuer's then outstanding common stock. As a result of additional stock issuances by the Issuer subsequent to March 18, 2013, Mr. Corona's percentage ownership in his individual capacity has declined to 10.5% as of July 1, 2013. The number of securities beneficially owned in Table 1 represents Mr. Corona's current ownership following the conversion of his notes on March 15, 2013 and the exercise of his warrants on March 18, 2013. The above percentages exclude the shares held by MKW Partners, LLC. |
(3) |
Mr. Corona is the managing member of MKW Partners, LLC and has voting and dispositive power with respect to the shares held by MKW Partners. However, he disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities held by MKW Partners for purposes of Section 16 or for any other purpose. |