| 1 |
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Stephen W. Tunks
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| 2 |
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Check the Appropriate Box if a Member of a Group
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(a)[ ]
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(b)[ ]
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| 3 |
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SEC Use Only
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| 4 |
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Source of Funds
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IN
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| 5 |
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Check 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
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Canada
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| 7 | Sole Voting Power
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5,000,000 shares of common stock and 1,000 Series A Preferred Stock shares, which can vote 51% of the Company’s total voting shares (equal to 261,404,281 voting shares as of the date of this filing)
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Number of
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Shares Bene-
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ficially
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| 8 | Shared Voting Power
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Owned by Each
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0
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Reporting
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Person With
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| 9 | Sole Dispositive Power
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5,000,000 shares of common stock
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10 | Shared Dispositive Power
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N/A
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| 11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
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5,000,000 shares of common stock and 1,000 Series A Preferred Stock shares, which can vote 51% of the Company’s total voting shares (equal to 261,404,281 voting shares as of the date of this filing)
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| 12 |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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N/A
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| 13 |
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Percent of Class Represented by Amount in Row (11) (see Item 3 and Item 5)
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2% of the Company’s common stock, 100% of the Series A Preferred Stock of the Company and 52% of the Company’s total voting shares
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| 14 |
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Type of Reporting Person
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IN
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(a)
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the acquisition by persons of additional securities of the Company, or the disposition of securities of the Company;
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(b)
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a reorganization involving the Company;
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(c)
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a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
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(d)
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a change in the present board of directors and management of the Company, including plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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a material change in the present capitalization or dividend policy of the Company;
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(f)
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other material changes in the Company’s business or corporate structure;
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(g)
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changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
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(h)
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causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
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(j)
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any action similar to any of those enumerated in (h) through (i), above.
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(a)
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Mr. Tunks beneficially owns 5,000,000 shares of common stock and 1,000 Series A Preferred Stock shares, which can vote 51% of the Company’s total voting shares (equal to 261,404,281 voting shares as of the date of this filing).
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(b)
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Mr. Tunks holds the sole power to vote and direct the vote of all 5,000,000 shares of common stock and 1,000 Series A Preferred Stock shares which he beneficially owns. Mr. Tunks holds the sole power to dispose and to direct the disposition of 5,000,000 shares of common stock.
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(c)
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See Item 3, above.
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(d)
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No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the 5,000,000 shares of common stock held by Mr. Tunks.
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(e)
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N/A
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Exhibit Number
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Description
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99.1(1)
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Voting Agreement (September 11, 2013) – Stephen W. Tunks, Luciana D’Alessandris, Jim Vogiatzis, Michael Zitser and Sergey Kartsev
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(1)
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Filed as an Exhibit to the Company’s Quarterly Report on Form 10Q, filed with the Commission on November 19, 2013, and incorporated by reference.
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By:
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/s/ Stephen W. Tunks
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Stephen W. Tunks
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