o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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Rule 13d-1(d)
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1. Name of Reporting Persons
Brian Baker
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] Not Applicable
(b) [ ] Not Applicable
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3. SEC Use Only
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4. Citizenship or Place of Organization: United States of America
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Number of Shares Beneficially Owned by Each Reporting Person With:
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5.Sole Voting Power: 200,000 shares (1)
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6.Shared Voting Power: 0
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7.Sole Dispositive Power: 200,000 shares (1)
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8.Shared Dispositive Power: 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person: 200,000 shares (1)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11. Percent of Class Represented by Amount in Row (11): 7.3% (2)
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12. Type of Reporting Person (See Instructions) IN
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(1) Includes 120,000 shares issuable upon exercise of outstanding warrants, and 80,000 shares issuable upon conversion of shares of Series A 8% Convertible Preferred Stock of the Issuer.
(2) Based upon 2,520,839 shares of issued and outstanding shares of the Issuer’s common stock as reported in the Issuer’s Current Report on Form 8-K filed July 1, 2015, plus 200,000 shares beneficially owned by the Reporting Person. Pursuant to Rule 13d-3 promulgated by the Commission, to compute the Reporting Person’s beneficial ownership of shares of the Issuer’s class of common stock, any such shares not outstanding which are subject to warrants or conversion privileges are deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by the Reporting Person, but are not deemed to be outstanding for the purpose of computing the percentage of the class by any other person.
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Item 1(a).
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Name of Issuer
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Item 1(b).
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Address of Issuer’s Principal Executive Offices
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office
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Item 2(c).
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Citizenship
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Item 2(d).
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Title of Class of Securities
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Item 2(d).
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CUSIP Number
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable.
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act;
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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Investment company registered under Section 8 of the Investment Company Act;
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G)
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership
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(a) | Amount Beneficially Owned: See Item 9 of the attached cover page. | ||
(b) | Percent of Class: See Item 11 of the attached cover page. | ||
(c) | Number of shares as to which such person has: | ||
(i) Sole power to vote or to direct the vote: See Item 5 of the attached cover page. | |||
(ii) Shared power to vote or to direct the vote: See Item 6 of the attached cover page. | |||
(iii) Sole power to dispose or to direct the disposition of: See Item 7 of the attached cover page. | |||
(iv) Shared power to dispose or to direct the disposition of: See Item 8 of the attached cover page. |
Item 5.
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Ownership of Five Percent or Less of a Class
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person
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Item 8.
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Identification and Classification of Members of the Group
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Item 10.
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Certification
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Date: July 10, 2015 | |
/s/ Brian Baker | |
Brian Baker |