UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)
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United Energy Corp.
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(Name
of Issuer)
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Common Stock, par value $0.01 per
share
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(Title
of Class of Securities)
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910900208
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(CUSIP
Number)
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John
Shin, Esq.
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Silverman
Sclar Shin & Byrne PLLC
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381
Park Avenue South
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New
York, NY 10016
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(212) 779-8600
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(Name,
Address and Telephone Number of Person Authorized
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to
Receive Notices and
Communications)
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January 21, 2011
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(Date
of Event which Requires Filing of this
Statement)
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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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
¨
.
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).
SCHEDULE
13D
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
JACK
SILVER
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
19,385,970
1
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8
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SHARED
VOTING POWER
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9
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SOLE
DISPOSITIVE POWER
19,385,970
1
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10
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SHARED
DISPOSITIVE POWER
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,385,970
1
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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x
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9%
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14
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TYPE
OF REPORTING PERSON
IN
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1
Excludes (a) 200,000 shares of Common
Stock issuable upon the conversion of three (3) shares of Series A Convertible
Preferred Stock held by Sherleigh Associates Inc. Profit Sharing Plan
(“Sherleigh”), (b) 200,000 shares of Common Stock issuable upon the exercise of
warrants held by Hilltop Holding Company, L.P. and (c) 5,632,667 shares of
Common Stock issuable upon the exercise of warrants held by Jack
Silver.
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
SHERLEIGH
ASSOCIATES INC. PROFIT SHARING PLAN
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
2,313,333
2
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8
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SHARED
VOTING POWER
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9
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SOLE
DISPOSITIVE POWER
2,313,333
2
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10
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SHARED
DISPOSITIVE POWER
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,313,333
2
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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x
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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14
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TYPE
OF REPORTING PERSON
EP
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2
Excludes 200,000 shares of Common Stock
issuable upon the conversion of three (3) shares of Series A Convertible
Preferred Stock held by Sherleigh Associates Inc. Profit Sharing Plan
(“Sherleigh”)
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
HILLTOP
HOLDING COMPANY, L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
17,072,637
3
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8
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SHARED
VOTING POWER
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|
9
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SOLE
DISPOSITIVE POWER
17,072,637
3
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|
10
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SHARED
DISPOSITIVE POWER
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|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,072,637
3
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12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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x
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.2%
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14
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TYPE
OF REPORTING PERSON
PN
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3
Excludes 200,000 shares of Common Stock
issuable upon the exercise of warrants held by Hilltop Holding Company,
L.P.
Item
1. Security and Issuer.
The title
of the class of equity securities to which this statement relates is Common
Stock, par value $0.01
each
(“Common Stock”) of United Energy Corp., a Nevada corporation (the
“Issuer”). The principal executive o
ffice of the
Issuer is located at 600 Meadowlands Parkway, Secaucus, New Jersey
07094.
Item
2. Identity and
Background.
(a) This
Statement is being filed by Jack Silver, Sherleigh Associates Inc. Profit
Sharing Plan (“Sherleigh”) and Hilltop Holding Company, L.P. (“Hilltop”, and
together with Mr. Silver and Sherleigh, the “Reporting
Persons”). Sherleigh is a trust of which Mr. Silver is the
trustee. Hilltop is a limited partnership of which Mr. Silver is the
managing partner.
(b) The
address of the Reporting Persons is 80 Columbus Circle PH76A, New York, New York
10023.
(c) Mr.
Silver is the president of SIAR Corp., an independent investment fund whose
address is 888 7th Avenue, New York, New York 10019.
(d) and
(e) The Reporting Persons have not, during the last five years, been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) parties to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he or it is
or was 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.
Pursuant
to a Securities Purchase Agreement, dated as of March 18, 2005 (the “Purchase
Agreement”), among the Issuer, Sherleigh and Joseph J. Grano, Jr., in March
2005, Sherleigh purchased from the Issuer 533,333 shares of Common Stock and
Series A Warrants to acquire 266,667 shares of Common Stock for a purchase price
of $426,664. Thereafter, during the period of August 2005 through
January 2006, Sherleigh acquired, pursuant to the Purchase Agreement, 800,000
additional shares of Common Stock and additional Series A Warrants to acquire
400,000 shares of Common Stock for an aggregate purchase price of
$639,667. Then in March 2006, pursuant to the Purchase Agreement, as
amended, Sherleigh acquired 3 shares of the Issuer’s Series A Convertible
Preferred Stock (the “Preferred Stock”), Series B Warrants to acquire 12,000
shares of Common Stock and Series C Warrants to acquire 5,004,000 shares of
Common Stock for a purchase price of $24,000.
In March
2009, Sherleigh provided the Issuer with a short term loan in the amount of
$50,000 and received warrants to purchase up to 200,000 shares of Common
Stock.
From May
2009 through February 2010, Hilltop purchased from the Issuer convertible notes
(the “Convertible Notes”) in the aggregate principal amount of
$151,016.67. In connection, with the purchase of the Convertible
Notes and as consideration for various extensions of the maturity dates thereof,
during the period of May 2009 through February 2010, Hilltop was issued various
warrants to purchase in the aggregate of 2,807,008 shares of Common
Stock.
In
October 2010, Mr. Silver acquired warrants to purchase 250,000 shares of Common
Stock in payment in full of $52,000 owed to Mr. Silver by the assignor of such
warrants.
On
January 14, 2011, Hilltop purchased from the holder thereof (a) Convertible
Notes in the aggregate principal amount of $150,850 and (b) various warrants to
purchase in the aggregate of 3,007,217 shares of Common Stock, for an aggregate
purchase price of $75,000.00.
Pursuant
to an agreement with the Issuer dated January 21, 2011, Hilltop purchased (a) an
additional Convertible Note in the principal amount of $100,000.00 and (b)
warrants to purchase 1,111,111 shares of the Issuer’s Common Stock, for an
aggregate purchase price of $100,000.00. In connection with the
purchase of the additional Convertible Note and as consideration for the
extension of the maturity date of the previously issued Convertible Notes,
Hilltop was issued Warrants to purchase 3,959,894 shares of the Issuer’s Common
Stock. In addition, Hilltop has the right to purchase at any
time prior to June 30, 2011 (a) additional Convertible Notes in the principal
amount of up to $100,000.00 (the “Future Notes”) and (b) for each $10,000.00 of
Future Notes purchased, additional warrants to purchase 111,111 shares of the
Issuer’s Common Stock.
The
sources of funds used for each of the above described purchases by Sherleigh and
Hilltop were their respective working capital. None of the funds used
in connection with such purchases were borrowed by Sherleigh or
Hilltop.
Item
4. Purpose of
Transaction.
The
Reporting Persons consider the Common Stock, the warrants, the Convertible Notes
and the Preferred Stock that they beneficially own investments made in their
ordinary course of business. As described below under Item 6, upon
the occurrence of certain Triggering Events, Sherleigh as the holder of all of
the outstanding shares of the Preferred Stock is entitled to designate and elect
up to a majority of the members of the Issuer’s board of
directors. On January 18, 2008, Sherleigh exercised its right to
designate a majority of the board under the terms of the Preferred
Stock. As a result, Mr. Silver and Adam Hershey (who is an employee
of SIAR Capital, LLC) have been elected to the board of directors of the
Issuer. In addition, Mr. Silver was appointed as Chairman of the
Board.
The
Reporting Persons intend to review on a continuing basis their investment in the
Issuer, including the Issuer’s business, financial condition and operating
results, general market and industry conditions and other investment
opportunities and, based upon such review, acquire additional shares of Common
Stock or other securities of the Issuer, or dispose of the shares of Common
Stock or other securities of the Issuer, in each case, in the open market, in
privately negotiated transactions or in any other lawful manner.
Except as
set forth herein, the Reporting Persons have no present plan or proposal that
relates to or would result in any other action specified in clauses (a) through
(j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the
Issuer.
(a) As
of the date hereof, the Reporting Persons beneficially own 19,385,970 shares of
Common Stock, representing 40.9% of the outstanding shares of Common Stock
(based upon 31,504,449 shares of Common Stock outstanding as of November 17,
2010, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter
ended September 30, 2010). Such shares of Common Stock beneficially
owned by the Reporting Person include: (i) 2,313,333 shares of Common Stock held
by Sherleigh, (ii) 10,385,230 shares of Common Stock issuable upon exercise of
warrants held by Hilltop, (iii) 4,465,185 shares of Common Stock issuable upon
conversion of Convertible Notes in the aggregate principal amount of $401,866.67
held by Hilltop, (iv) 1,111,111 shares of Common Stock representing the shares
of Common Stock underlying the Future Notes which Hilltop has the option to
purchase and (v) 1,111,111 shares of Common Stock representing the shares of
Common Stock underlying the warrants to be issued in connection with the
purchase of any Future Notes, but excludes: (i) 200,000 shares of Common Stock
issuable upon conversion of 3 shares of Preferred Stock held by Sherleigh, (ii)
200,000 shares of Common Stock issuable upon exercise of warrants held by
Hilltop, and (iii) 5,632,667 shares of Common Stock issuable upon exercise of
warrants held by Mr. Silver, which Preferred Stock and warrants provide that
they may not be converted or exercised to the extent following the exercise or
conversion thereof, the Reporting Persons would be deemed to beneficially own
more than 9.99% of the total number of issued and outstanding Common Stock of
the Issuer.
(b) The
Reporting Persons have the sole power to vote or to direct the vote and to
dispose or direct the disposition of all of the securities reported
herein.
(c) No
transactions in the Common Stock were effected by the Reporting Persons in the
last 60 days, other than:
(1) the
acquisition by Hilltop: (i) on January 14, 2011, of (A) Convertible Notes in the
aggregate principal amount of $150,850 and (B) warrants to purchase in the
aggregate of 3,007,217 shares of Common Stock in January 2011 and (ii) pursuant
to the agreement of January 21, 2011, of (A) a Convertible Note in the principal
amount of $100,000.00, (B) warrants to purchase 5,071,005 shares of Common
Stock, (C) the right to purchase up to $100,000.00 the Future Notes and their
related warrants, each as described in Item 3 above;
(2) the
distribution by Sherleigh Associates Inc. Profit Sharing Plan of Warrants to
purchase 200,000 shares of Common Stock of the Issuer to Jack Silver which
warrants were thereafter transferred to Adam Hershey as a gift;
(3) the
transfer by Hilltop Holding Company, L.P. of Warrants to purchase 300,000 shares
of Common Stock of the Issuer to Adam Hershey as a gift; and
(4) the
transfer by Jack Silver of Warrants to purchase an aggregate of 500,000 shares
of Common Stock of the Issuer to Adam Hershey as a gift.
(d) and
(e) Not applicable.
Item
6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of
Issuer.
Securities
Purchase Agreement
As
described above, pursuant to the Purchase Agreement , as amended by the First
Amendment to Securities Purchase Agreement, dated as of January 26, 2006 and by
the Second Amendment to Securities Purchase Agreement, dated as of March 9,
2006, Sherleigh purchased from the Issuer (a) 1,333,333 shares of Common Stock;
(b) Series A Warrants to acquire 666,667 shares of Common Stock; (c) Series B
Warrants to acquire 12,000 shares of Common Stock; (c) Series C Warrants to
acquire 5,004,000 shares of Common Stock; and (d) 3 shares of Preferred
Stock.
In
addition, pursuant to the Purchase Agreement, as amended, and the Preferred
Stock, upon the occurrence of a “Triggering Event” and during the “Period of
Triggering Event”, the holders of the majority of the outstanding Preferred
Stock have the right to designate up to a majority of the members of the
Issuer’s board of directors. “Triggering Event” is defined as (i)
failure of the Issuer to have gross revenues of at least $5 million for the six
month period ending September 30, 2006 or (ii) material breach by the Issuer of
any of its representations, warranties, agreements or covenants contained in the
Purchase Agreement and certain other agreements and instruments entered into in
connection therewith. The Issuer failed to have gross revenues of at least $5
million for the six months ended September 30, 2006, and thus a Triggering Event
occurred. “Period of the Triggering Event” is defined as date commencing upon
the occurrence of a Triggering Event and ending on the date the purchasers under
the Purchase Agreement no longer hold in the aggregate at least 1,500,000 shares
of Common Stock issued pursuant to the Purchase Agreement and issuable upon the
exercise of any warrants issued pursuant to the Purchase Agreement or upon
conversion of the Preferred Stock.
Series
A, Series B and Series C Warrants
Each of
the Series A, Series B and Series C Warrants originally provided that they may
be exercised at any time prior to the five year anniversary date of the issuance
of such warrants, for an exercise price of $1.00 per share. The
warrants also provide for cashless exercise at the option of the holder and
anti-dilution protection in the event the Issuer is deemed to have issued shares
of Common Stock for a price less than the exercise price.
In June
2008, the Issuer and Sherleigh agreed to extend the exercise period of the
Series A, Series B and Series C Warrants to June 30, 2013. In
February 2009, pursuant to the terms of the anti-dilution provisions contained
in Series A, Series B and Series C Warrants, the exercise price of such warrants
was reduced to $.12; however, pursuant to an Anti-Dilution Waiver Agreement,
dated February 13, 2009, Sherleigh agreed to waive portions of the anti-dilution
provisions which would have increased the number of shares of Common Stock
underlying such warrants.
Then, in
October 2009, pursuant to the terms of the anti-dilution provisions contained in
Series A, Series B and Series C Warrants, the exercise of such warrants was
reduced further to $.09; however, pursuant to an Anti-Dilution Waiver Agreement,
dated October 31, 2009, Sherleigh agreed to waive portions of the anti-dilution
provisions which would have increased the number of shares of Common Stock
underlying such warrants.
Series A
Convertible Preferred Stock
Each
share of Preferred Stock earns dividends at the rate of 6% per annum of the
Stated Value of $8,000. Such dividends are payable from legally
available funds on June 30th and December 30 of each year, or at the option of
the holder, in shares of Common Stock at the then current conversion
price.
Each
share of Preferred Stock was originally convertible at a conversion price of
$1.00 per share into 8,000 shares of Common Stock at the option of the
holder. Such conversion rate is subject to anti-dilution protections
in the event the Issuer is deemed to have issued shares of Common Stock at a
price less than the conversion price. In February 2009, pursuant to
the terms of such anti-dilution provision, the conversion price of the Preferred
Stock was reduced to $.12 and each share of Preferred Stock became convertible
into 66,667 shares of Common Stock. In October 2009, pursuant to the
October 2009 Anti-Dilution Waiver Agreement, as well as Anti-Dilution Waiver
Agreement, dated January 21, 2011, Sherleigh agreed to waive the anti-dilution
provisions which would have resulted in the conversion price to be reduced to
$.09 per share.
The
holders of the Preferred Stock have no voting rights except as required by law
and except the right to designate and elect a majority of the Issuer’s board of
directors upon the occurrence of a Triggering Event, as described in Item 4
above.
In the
event of a liquidation, dissolution or winding up of the Issuer’s business, the
holders of the Preferred Stock have a liquidation preference equal to $8,000 per
share of Preferred Stock plus all accrued but unpaid dividends
thereon.
Registration
Rights Agreement
In
connection with the Purchase Agreement the Issuer, Sherleigh and the Mr. Grano
entered into a Registration Rights Agreement, dated as of March 18, 2005 (the
“2005 Registration Rights Agreement”). Pursuant to the 2005
Registration Rights Agreement, the Issuer agreed to file a registration
statement registering the Common Stock issued pursuant to the Purchase Agreement
and the Common Stock underlying the Series A Warrants, the Series B Warrants and
the Preferred Stock.
In
connection with the Second Amendment to Securities Purchase Agreement, the
Issuer and Sherleigh entered into a Registration Rights Agreement, dated as of
March 9, 2006 (the “2006 Registration Rights Agreement”). Pursuant to
the 2006 Registration Rights Agreement, the Issuer agreed to file a registration
statement registering the Common Stock underlying the Series C
Warrants.
Director
Warrants
On
February 13, 2009, Mr. Silver and each of the other directors of the Issuer were
granted warrants (the “Director Warrants”) to acquire 150,000 shares of Common
Stock at an exercise price of $0.12 per share. Such warrants are
exercisable for a period of ten years. The warrants also provide for
cashless exercise at the option of the holder.
On August
24, 2010, Mr. Silver and each of the other directors of the Issuer were granted
warrants (the “Additional Director Warrants”) to acquire 250,000 shares of
Common Stock at an exercise price of $0.09 per share. Such warrants
are exercisable for a period of ten years. The warrants also provide
for cashless exercise at the option of the holder. On October 22,
2010, pursuant to an Exchange Agreement, Mr. Silver acquired from one of the
directors of the Issuer warrants to acquire 250,000 shares of Common Stock,
which was issued in August 2010, in full satisfaction of a $52,000.00
debt.
Promissory
Notes and Related Warrants
In March
2009, Sherleigh purchased from the Issuer a note (the “March Note”) in the
principal amount of $50,000 and warrants to purchase 200,000 shares of Common
Stock at an exercise price of $.125 per share.
In May
2009, the March Note was repaid in full, and Hilltop purchased from the Issuer a
12% Secured Convertible Note (the “May Note”) in the stated principal amount of
$101,016.57 and warrants to acquire 400,000 shares of Common
Stock. The May Note is convertible at $.12 per share, is secured by
substantially all of the assets of the Issuer and had an original maturity date
of July 2009. The warrants issued in connection with the May Note
have an exercise price of $.12 per share. Thereafter, in July 2009,
the maturity date of the May Note was extended for a period of one month and in
consideration for such extension, Hilltop received warrants to purchase 204,054
shares of Common Stock at an exercise price of $.12 per share.
In August
2009, Hilltop made a further loan in the amount of $50,000 to the Issuer, and
pursuant to an Agreement (the “October Agreement”), dated October 31, 2009,
Hilltop received a 12% Secured Convertible Note (the “August Note”) in the
stated principal amount of $50,000. The August Note is convertible at
$.09 per share, is secured by substantially all of the assets of the Issuer and
had an original maturity date of January 2010. Hilltop also agreed to
further extend the maturity date of the May Note to January 2010, and the
conversion price of the May Note was reduced to $.09 per share. In
connection with the August Note and the extension of the maturity date of the
May Note, Hilltop received warrants to purchase 400,000 shares of Common Stock
at an exercise price of $.09 per share.
In
February 2010, pursuant to an Agreement (the “January 2010 Agreement”), dated as
of January 29, 2010, Hilltop agreed to extend the maturity date of the May Note
and the August Note for a period of one year. In consideration for
the extension of the maturity date, Hilltop received warrants to purchase
1,802,954 shares of Common Stock at an exercise price of $.222 per
share.
In
January 2011, Hilltop purchased from the holder thereof 12% Secured Convertible
Notes in the stated principal amount of $150,850 (the “Transferred Notes”) and
various warrants to purchase in the aggregate of 3,007,217 shares of Common
Stock, for an aggregate purchase price of $75,000.00. The terms of
the Transferred Notes are substantially identical to those of the May Note and
the August Note. Of the warrants acquired, 200,000 are exercisable at
$.125 per share, 603,717 are exercisable at $.12 per share and 1,803,500 are
exercisable at $.22 per share.
In
January 2011, Hilltop made an additional loan in the amount of $100,000 to the
Issuer, and pursuant to an agreement dated January 21, 2011 (the “January 2011
Agreement”), Hilltop received a 12% Secured Convertible Promissory Note (the
“January Note”) in the stated principal amount of $100,000.00. The
January Note is convertible at $.09 per share, is secured by substantially all
of the assets of the Issuer and has a maturity date of December
2011. Hilltop also agreed to further extend the maturity date of the
May Note, the August Note and the Transferred Notes to December
2011. In connection with the January Note and the extension of the
maturity date of the May Note, the August Note and the Transferred Notes,
Hilltop received warrants to purchase 5,071,005 shares of Common Stock at an
exercise price of $.11 per share. In addition, pursuant to the
January 2011 Agreement, Hilltop has the right to purchase additional 12% Secured
Convertible Notes in the principal amount of up to $100,000.00 (the “Future
Notes”), and for each $10,000.00 of Future Notes purchased, warrants to purchase
111,111 shares of Common Stock with an exercise price of $0.11 per
share
Each of
the warrants issued in connection with the March Note, the May Note, the August
Note, the Transferred Notes and the January Note provide for cashless exercise
at the option of the holder and are exercisable for a period of five years from
the date of issuance.
Consulting
Agreement
In
September 2008, the Issuer entered into a Consulting Agreement with SIAR
Capital, LLC (“SIAR”) pursuant to which the Issuer retained SIAR to provide
management consulting services for a period of five (5) years, which was
subsequently extended for an additional two (2) years. As compensation for the
consulting services, the Issuer is required to pay an amount equal to two
percent of the annual increase in the market capitalization of the Issuer during
each twelve month period of the consulting term, as determined by the average
closing price for the thirty trading days preceding the end of each such twelve
month period as compared to the higher of (i) the average closing price for the
thirty trading days preceding the end of the prior twelve month period (the
“Base Year”) and (ii) the highest average closing price for the thirty trading
days preceding the end of any prior Base Year, except that the market
capitalization at the commencement of the consulting term shall be based on a
price of $.50 per share.
The
foregoing summaries of the agreements and instruments are qualified in their
entirety by reference to the copies of such agreements and instruments which are
incorporated by this reference.
Item
7. Materials to be Filed as
Exhibits.
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Exhibit No.
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|
Description
|
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1.
|
|
Securities
Purchase Agreement, dated March 18, 2005, among the Issuer, Sherleigh and
Joseph Grano (incorporated by reference to Exhibit 10.1 of the Issuer’s
Current Report on Form 8-K filed March 23, 2005)
|
|
2.
|
|
First
Amendment to Security Purchase Agreement, dated January 26, 2006, among
the Issuer, Sherleigh and Joseph. Grano (incorporated by reference to
Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed January 27,
2006)
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3.
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Second
Amendment to Security Purchase Agreement, dated March 9, 2006, among the
Issuer, Sherleigh and Joseph Grano (incorporated by reference to Exhibit
10.1 of the Issuer’s Current Report on Form 8 filed March 9,
2006)
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4.
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Form
of the Series A Warrant (incorporated by reference to Exhibit 10.2 of the
Issuer’s Current Report on Form 8-K filed March 23,
2005)
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5.
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Form
of the Series B Warrant (incorporated by reference to Exhibit 10.3 of the
Issuer’s Current Report on Form 8-K filed March 23,
2005)
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6.
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Form
of the Series C Warrant (incorporated by reference to Exhibit 10.4 of the
Issuer’s Current Report on Form 8-K filed March 9,
2006)
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7.
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Certificate
of Designations, Preferences and Rights of Series A Convertible Preferred
Stock (incorporated by reference to Exhibit 3.1 of the Issuer’s Current
Report on Form 8-K filed March 9, 2006)
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8.
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Registration
Rights Agreement, dated March 18, 2005, among the Issuer, Sherleigh and
Joseph Grano (incorporated by reference to Exhibit 10.4 of the Issuer’s
Current Report on Form 8-K filed March 23, 2005)
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9.
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Registration
Rights Agreement, dated March 9, 2006, between the Issuer and Sherleigh
(incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report
on Form 8-K filed March 9, 2006)
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10.
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Consulting
Agreement, by and between the Issuer and SIAR (incorporated by reference
to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed September
26, 2008)
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11.
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Form
of Director Warrants (incorporated by reference to Exhibit 4.1 of the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended December 31,
2008 and filed on February 17, 2009)
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12.
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Anti-Dilution
Waiver Agreement, dated February 13, 2009, by and between the Issuer and
Sherleigh (incorporated by reference to Exhibit 10.2 of the Issuer’s
Quarterly Report on Form 10-Q for the quarter ended December 31, 2008 and
filed on February 17, 2009)
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13.
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Security
Agreement, dated May 13, 2009, among the Issuer, Ronald Wilen, Hilltop and
Martin Rappaport (incorporated by reference to Exhibit 14 of the Reporting
Person’s Schedule 13D filed on November 3, 2009)
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14.
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Agreement,
dated October 31, 2009, among the Issuer, Ronald Wilen, Hilltop and Martin
Rappaport (incorporated by reference to Exhibit 10.1 of the Issuer’s
Current Report on Form 8-K filed November 3,
2009)
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15.
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Anti-Dilution
Waiver Agreement, dated October 31, 2009, among the Issuer, Sherleigh,
Jack Silver, Joseph Grano and Connie Kristen (incorporated by reference to
Exhibit 10.2 of the Issuer’s Current Report on Form 8-K filed November 3,
2009)
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16.
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Form
of the Secured Convertible Promissory Note (incorporated by reference to
Exhibit 4.1 of the Issuer’s Current Report on Form 8-K filed November 3,
2009)
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17.
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Form
of the Purchase Warrant (incorporated by reference to Exhibit 4.2 of the
Issuer’s Current Report on Form 8-K filed November 3,
2009)
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18.
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Agreement,
dated January 29, 2009, among the Issuer, Ronald Wilen, Hilltop and Martin
Rappaport (
incorporated
by reference to Exhibit 10.1 of the Issuer’s
Quarterly Report on form 10-Q for the quarter ended December 31, 2009 and
filed on February 16, 2010)
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19.
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Agreement,
dated January 21, 2011, among the Issuer, Ronald Wilen and Hilltop
(incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report
on Form 8-K filed January 28,
2011)
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SIGNATURE
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated:
February 11, 2011
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/s/ Jack Silver
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Jack
Silver
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SHERLEIGH
ASSOCIATES INC.
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PROFIT
SHARING PLAN
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By:
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/s/ Jack Silver
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Name:
Jack Silver
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Title:
Trustee
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HILLTOP
HOLDING COMPANY, L.P.
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By:
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/s/ Jack Silver
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Name:
Jack Silver
|
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Title:
Managing Partner
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