CUSIP
No. 57776X109
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
The
Vechery Family Trust DTD 10/9/84
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
PF
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
6.
|
Citizenship
or Place of Organization
California
|
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole
Voting Power
|
|
|
|
0
|
8.
|
Shared
Voting Power
|
|
|
|
382,851,165
(1)
|
9.
|
Sole
Dispositive Power
|
|
|
|
0
|
10.
|
Shared
Dispositive Power
|
|
|
|
382,851,165
(1)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
382,851,165
(1)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
31.94%
(2)
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes
350,851,165 shares of Common Stock underlying immediately exercisable warrants and immediately convertible notes as of October
19, 2016.
|
|
|
|
|
(2)
|
This
percentage is calculated, as of October 19, 2016, using as the numerator 32,000,000 shares of Common Stock held by The Vechery
Family Trust DTD 10/9/84 plus 350,851,165 shares of Common Stock issuable upon exercise as of October 19, 2016 of immediately
exercisable warrants and conversion as of October 19, 2016 of immediately convertible notes held by The Vechery Family Trust
DTD 10/9/84 and as the denominator, 847,884,797 shares of Common Stock which were issued and outstanding as of October 19,
2016, as confirmed by the transfer agent of the Issuer, plus 350,851,165 shares of Common Stock issuable upon exercise as
of October 19, 2016 of immediately exercisable warrants and conversion as of October 19, 2016 of immediately convertible notes
held by The Vechery Family Trust DTD 10/9/84.
|
CUSIP
No. 57776X109
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
The
Vechery Grandchildren’s Trust DTD 12/26/12
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
PF
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
6.
|
Citizenship
or Place of Organization
California
|
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole
Voting Power
|
|
|
|
0
|
8.
|
Shared
Voting Power
|
|
|
|
12,759,144
(1)
|
9.
|
Sole
Dispositive Power
|
|
|
|
0
|
10.
|
Shared
Dispositive Power
|
|
|
|
12,759,144
(1)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
12,759,144
(1)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
1.5%
(2)
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes
448,537 shares of Common Stock underlying immediately convertible notes as of October 19, 2016.
|
|
|
|
|
(2)
|
This
percentage is calculated, as of October 19, 2016, using as the numerator 12,310,607 shares of Common Stock held by The Vechery
Grandchildren’s Trust DTD 12/26/12 plus 448,537 shares of Common Stock issuable upon conversion as of October 19, 2016
of immediately convertible notes held by The Vechery Grandchildren’s Trust DTD 12/26/12 and as the denominator, 847,884,797
shares of Common Stock which were issued and outstanding as of October 19, 2016, as confirmed by the transfer agent of the
Issuer, plus 448,537 shares of Common Stock issuable upon conversion as of October 19, 2016 of immediately convertible notes
held by The Vechery Grandchildren’s Trust DTD 12/26/12.
|
CUSIP
No. 57776X109
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Harvey
T. Vechery
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
AF
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
6.
|
Citizenship
or Place of Organization
United
States of America
|
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
395,610,309
(1)
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
395,610,309
(1)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
395,610,309
(1)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
32.99%
(2)
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
|
(1)
|
Includes
351,299,702 shares of Common Stock underlying immediately exercisable warrants and immediately convertible notes as of October
19, 2016.
|
|
|
|
|
(2)
|
This
percentage is calculated, as of October 19, 2016, using as the numerator 44,310,607 shares of Common Stock held by Harvey
T. Vechery, as co-trustee of the Trusts, plus 351,299,702 shares of Common Stock issuable upon exercise as of October 19,
2016 of immediately exercisable warrants and conversion as of October 19, 2016 of immediately convertible notes held by Mr.
Vechery, as co-trustee of the Trusts and as the denominator, 847,884,797 shares of Common Stock which were issued and outstanding
as of October 19, 2016, as confirmed by the transfer agent of the Issuer, plus 351,299,702 shares of Common Stock issuable
upon exercise as of October 19, 2016 of immediately exercisable warrants and conversion as of October 19, 2016 of immediately
convertible notes held by Mr. Vechery, as co-trustee of the Trusts.
|
CUSIP
No. 57776X109
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Linda
Vechery
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
AF
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[X]
|
6.
|
Citizenship
or Place of Organization
United
States of America
|
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
395,610,309
(1)
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared
Dispositive Power
395,610,309
(1)
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
395,610,309
(1)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
32.99%
(2)
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
|
(1)
|
Includes
351,299,702 shares of Common Stock underlying immediately exercisable warrants and immediately convertible notes as of October
19, 2016.
|
|
|
|
|
(2)
|
This
percentage is calculated, as of October 19, 2016, using as the numerator 44,310,607 shares of Common Stock held by Linda Vechery,
as co-trustee of the Trusts, plus 351,299,702 shares of Common Stock issuable upon exercise as of October 19, 2016 of immediately
exercisable warrants and conversion as of October 19, 2016 of immediately convertible notes held by Mrs. Vechery, as co-trustee
of the Trusts, and as the denominator, 847,884,797 shares of Common Stock which were issued and outstanding as of October
19, 2016, as confirmed by the transfer agent of the Issuer, plus 351,299,702 shares of Common Stock issuable upon exercise
as of October 19, 2016 of immediately exercisable warrants and conversion as of October 19, 2016 of immediately convertible
notes held by Mrs. Vechery, as co-trustee of the Trusts.
|
Item
1. Security and Issuer.
This
Schedule 13D is filed with respect to the common stock, par value $0.00001 per share (the “Shares”), of Max Sound
Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 8837
Villa La Jolla Drive, Unit 12109, La Jolla, California 92039.
Item
2. Identity and Background.
(a)
|
This
Schedule 13D is filed by jointly by The Vechery Family Trust DTD 10/9/84 (the “Vechery Family Trust”), The Vechery
Grandchildren’s Trust DTD 12/26/12 (the Vichery Grandchildren’s Trust”), Harvey T. Vechery, and Linda Vechery
(together, the “Reporting Persons”), pursuant to the provisions of Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended, as separate persons and not as members of a group. See Exhibit 99.1 for their Joint Filing Agreement.
|
|
|
(b)
|
The
principal business address of each of the Reporting Persons is 16035 East Arrow Highway, Irwindale, California 91706-2049.
|
|
|
(c)
|
The
Vechery Family Trust and the Vechery Grandchildren’s Trust (collectively, the “Trusts”) are trusts formed
under the laws of the State of California which maintain an address at 16035 East Arrow Highway, Irwindale, California 91706-2049.
Harvey T. Vechery and Linda Vechery are co-trustees of each of the Trusts.
|
|
|
(d)
|
None
of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
|
|
|
(e)
|
None
of the Reporting Persons have, within the last five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is 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.
|
|
|
(f)
|
Harvey
T. Vecher and Linda Vechery are both citizens of the United States of America and the Trusts are each a trust formed under
the laws of the State of California.
|
Item
3. Source and Amount of Funds or Other Consideration.
The
Vechery Family Trust expended an aggregate of approximately $3,470,000 of its trust funds to acquire the 382,851,165 shares of
Common Stock beneficially held by it (the “VFT Securities”). The Vechery Grandchildren’s Trust expended an aggregate
of approximately $130,000 of its trust funds to acquire the 12,759,144 shares of Common Stock beneficially held by it (the “VGT
Securities”; and together with the “VFT Securities”, referred to herein as the “Securities”). The
Trusts did not acquire beneficial ownership of any Securities with borrowed funds.
Item
4. Purpose of Transaction.
The
Reporting Persons hold the Issuer’s securities for investment purposes. The Reporting Persons intend to participate in and
influence the affairs of the Issuer only with respect to its voting rights associated with its shares of Common Stock.
The
Reporting Persons do not have any present plans or proposals that relate to or would result in the occurrence of any of the events
or matters described in Item 4(a)-(j) of Schedule 13D.
Item
5. Interest in Securities of the Issuer.
(a)
|
As
of October 19, 2016:
|
|
(i)
|
the
Vechery Family Trust beneficially owns 382,851,165 shares of Common Stock, representing approximately 31.94% of the outstanding
shares of Common Stock. This percentage is calculated, as of October 19, 2016, using as the numerator 32,000,000 shares of
Common Stock held by the Vechery Family Trust plus 350,851,165 shares of Common Stock issuable upon exercise as of October
19, 2016 of immediately exercisable warrants and conversion as of October 19, 2016 of immediately convertible notes held by
the Vechery Family Trust and as the denominator, 847,884,797 shares of Common Stock which were issued and outstanding as of
October 19, 2016, as confirmed by the transfer agent of the Issuer, plus 350,851,165 shares of Common Stock issuable upon
exercise as of October 19, 2016 of immediately exercisable warrants and conversion as of October 19, 2016 of immediately convertible
notes held by the Vechery Family Trust;
|
|
|
|
|
(ii)
|
the
Vechery Grandchildren’s Trust beneficially owns 12,759,144 shares of Common Stock, representing approximately 1.5% of
the outstanding shares of Common Stock. This percentage is calculated, as of October 19, 2016, using as the numerator 12,310,607
shares of Common Stock held by the Vechery Grandchildren’s Trust plus 448,537 shares of Common Stock issuable upon conversion
as of October 19, 2016 of immediately convertible notes held by the Vechery Grandchildren’s Trust and as the denominator,
847,884,797 shares of Common Stock which were issued and outstanding as of October 19, 2016, as confirmed by the transfer
agent of the Issuer, plus 448,537 shares of Common Stock issuable upon conversion as of October 19, 2016 of immediately convertible
notes held by the Vechery Grandchildren’s Trust;
|
|
|
|
|
(iii)
|
Mr.
Vechery, as co-trustee of the Trusts, beneficially owns 395,610,309 shares of Common Stock, representing approximately 32.99%%
of the outstanding shares of Common Stock. This percentage is calculated, as of October 19, 2016, using as the numerator 44,310,607
shares of Common Stock held by Mr. Vechery, as co-trustee of the Trusts, plus 351,299,702 shares of Common Stock issuable
upon exercise as of October 19, 2016 of immediately exercisable warrants and conversion as of October 19, 2016 of immediately
convertible notes held by Mr. Vechery, as co-trustee of the Trusts and as the denominator, 847,884,797 shares of Common Stock
which were issued and outstanding as of October 19, 2016, as confirmed by the transfer agent of the Issuer, plus 351,299,702
shares of Common Stock issuable upon exercise as of October 19, 2016 of immediately exercisable warrants and conversion as
of October 19, 2016 of immediately convertible notes held by Mr. Vechery, as co-trustee of the Trusts; and
|
|
|
|
|
(iv)
|
Mrs.
Vechery, as co-trustee of the Trusts, beneficially owns 395,610,309 shares of Common Stock, representing approximately 32.99%%
of the outstanding shares of Common Stock. This percentage is calculated, as of October 19, 2016, using as the numerator 44,310,607
shares of Common Stock held by Mrs. Vechery, as co-trustee of the Trusts, plus 351,299,702 shares of Common Stock issuable
upon exercise as of October 19, 2016 of immediately exercisable warrants and conversion as of October 19, 2016 of immediately
convertible notes held by Mrs. Vechery, as co-trustee of the Trusts and as the denominator, 847,884,797 shares of Common Stock
which were issued and outstanding as of October 19, 2016, as confirmed by the transfer agent of the Issuer, plus 351,299,702
shares of Common Stock issuable upon exercise as of October 19, 2016 of immediately exercisable warrants and conversion as
of October 19, 2016 of immediately convertible notes held by Mrs. Vechery, as co-trustee of the Trusts.
|
(b)
|
The
information set forth in Item 5(a) of this Schedule 13D is incorporated herein by reference. The Vechery Family Trust and
Mr. Vechery and Mrs. Vechery, as co-trustee of the Vechery Family Trust, share voting and dispositive power over the 382,851,165
shares of Common Stock held by the Vechery Family Trust. The Vechery Grandchildren’s Trust and Mr. Vechery and Mrs.
Vechery, as co-trustee of the Vechery Grandchildren’s Trust, share voting and dispositive power over the 12,759,144
shares of Common Stock held by the Vechery Grandchildren’s Trust.
|
(c)
|
The
Reporting Persons effected the following transactions, as applicable, in the Common Stock and derivative securities of the
Issuer relating to the Common Stock through the date of event of this filing on October 7, 2015 and through the date of this
filing:
|
Date
|
|
Nature
of Transaction
|
|
Number
of Shares
|
|
Price
per Share ($)
|
|
Where
and How Effected
|
10/07/2015
|
|
Acquisition
of Convertible Note
|
|
*
|
|
*
|
|
Private
transaction whereby Issuer issued to Mr. and Mrs. Vechery as co-trustees of the Vechery Family Trust, an 8% Redeemable
Convertible Note in the amount of $1,000,000
in
exchange for $1,000,000.
|
10/07/2015
|
|
Acquisition
of Warrant
|
|
1,000,000
|
|
N/A
|
|
Private
acquisition of a warrant by Mr. and Mrs. Vechery as co-trustees of the Vechery Family Trust to purchase 1,000,000 shares of
Common Stock at an exercise price of $0.12 per share
|
10/26/2015
|
|
Acquisition
|
|
*
|
|
*
|
|
Private
transaction whereby Issuer issued to Mr. and Mrs. Vechery as co-trustees of the Vechery Family Trust, an 8% Redeemable
Convertible Note in the amount of $1,000,000
in
exchange for $1,000,000.
|
10/26/2015
|
|
Acquisition
of Warrant
|
|
1,000,000
|
|
N/A
|
|
Private
acquisition of a warrant by Mr. and Mrs. Vechery as co-trustees of the Vechery Family Trust to purchase 1,000,000 shares of
Common Stock at an exercise price of $0.12 per share
|
03/10/2016
|
|
Acquisition
of Convertible Note
|
|
*
|
|
*
|
|
Private
transaction whereby Issuer issued to Mr. and Mrs. Vechery as co-trustees of the Vechery Grandchildren’s Trust, an 8%
Redeemable Convertible Note in the amount of $50,000 in exchange for $50,000.
|
03/14/2016
|
|
Acquisition
of Convertible Note
|
|
*
|
|
*
|
|
Private
transaction whereby Issuer issued to Mr. and Mrs. Vechery as co-trustees of the Vechery Grandchildren’s Trust, an 8%
Redeemable Convertible Note in the amount of $80,000 in exchange for $80,000.
|
03/25/2016
|
|
Acquisition
of Convertible Note
|
|
**
|
|
**
|
|
Private
transaction whereby Issuer issued to Mr. and Mrs. Vechery as co-trustees of the Vechery Family Trust, an 8% Redeemable Convertible
Note in the amount of $870,000 in exchange for $870,000.
|
04/08/2016
|
|
Acquisition
of Convertible Note
|
|
***
|
|
***
|
|
Private
transaction whereby Issuer issued to Mr. and Mrs. Vechery as co-trustees of the Vechery Family Trust, an 8% Redeemable Convertible
Note in the amount of $600,000 in exchange for $600,000.
|
04/16/2016
|
|
Acquisition
of Common Stock
|
|
32,000,000
|
|
0.0018
|
|
Private
acquisition by partially converting note issued on 10/07/2016 ($57,600 of $1,000,000 principal amount) to purchase 32,000,000
shares of Common Stock at a conversion price of $0.0018 per share
|
09/21/2016
|
|
Acquisition
of Common Stock
|
|
4,734,849
|
|
0.01056
|
|
Private
acquisition by fully converting the $50,000 note issued to Mr. and Mrs. Vechery as co-trustees of the Vechery Grandchildren’s
Trust on 3/10/2016 to purchase 4,734,849 shares of Common Stock at a conversion price of $0.01056 per share
|
09/21/2016
|
|
Acquisition
of Common Stock
|
|
7,575,758
|
|
0.01056
|
|
Private
acquisition by fully converting the $80,000 note issued to Mr. and Mrs. Vechery as co-trustees of the Vechery Grandchildren’s
Trust on 3/14/2016 to purchase 7,575,758 shares of Common Stock at a conversion price of $0.01056 per share
|
*
|
The
number of converted shares and conversion price per share is determined based on the following formula: The conversion price
under the notes is 65% of the average of the three (3) lowest daily volume weighted average price with a 10-day look back
of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Issuer’s shares are traded
or any exchange upon which the Common Stock may be traded in the future, including the day upon which a Notice of Conversion
(as defined in the notes) is received by the Issuer.
|
|
|
**
|
The
number of converted shares and conversion price per share is determined based on the following: (i) for the first $63,000
of outstanding principal under the note, is $0.0018 and (ii) for the remaining principal outstanding and interest under the
note, is 65% of the average of the three (3) lowest daily volume weighted average price with a 10-day look back of the Common
Stock as reported on the National Quotations Bureau OTCQB exchange which the Issuer’s shares are traded or any exchange
upon which the Common Stock may be traded in the future, including the day upon which a Notice of Conversion (as defined in
the notes) is received by the Issuer.
|
|
|
***
|
The
number of converted shares and conversion price per share is determined based on the following: (i) for the first $37,800
of outstanding principal under the note, is $0.0018 and (ii) for the remaining principal outstanding and interest under the
note, is 65% of the average of the three (3) lowest daily volume weighted average price with a 10-day look back of the Common
Stock as reported on the National Quotations Bureau OTCQB exchange which the Issuer’s shares are traded or any exchange
upon which the Common Stock may be traded in the future, including the day upon which a Notice of Conversion (as defined in
the notes) is received by the Issuer.
|
(d)
|
Other
than the Reporting Persons, no person is known to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Securities.
|
|
|
(e)
|
Not
applicable.
|
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Pursuant
to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the
joint filing of this statement, and any amendment or amendments hereto.
Of
the Securities beneficially held by the Reporting Persons, an aggregate of 351,299,702 shares of Common Stock are subject to warrants
to purchase shares of Common Stock and convertible notes to acquire shares of Common Stock (which Common Stock may be issued upon
the exercise of such warrants and/or conversion of such convertible notes).
Pursuant
to the 8% Convertible Redeemable Note due October 7, 2016, the outstanding principal and accrued interest under the note may be
converted into Common Stock at the option of Mr. and Mrs. Vechery, as co-trustees, on behalf of the Vechery Family Trust. The
conversion price under the note is 65% of the average of the three (3) lowest daily volume weighted average price with a 10-day
look back of the common stock as reported on the OTCQB (including the day the Notice of Conversion (as defined in the note) is
received). As of October 19, 2016, the outstanding principal under the note was $942,400 and the accrued interest under the note
was $83,196. As of October 19, 2016, at a conversion price of $0.01210379 (based on the formula mentioned in the preceding sentence),
the aggregate principal and accrued interest amount of $1,125,596 is convertible into 84,733,460 shares of Common Stock.
Pursuant
to the Class A Common Stock Purchase Warrant dated October 7, 2015, Mr. and Mrs. Vechery, as co-trustees, on behalf of the Vechery
Family Trust, have the right to acquire up to 1,000,000 shares of Common Stock at an exercise price of $0.12 per share for a period
of three years from the issuance date.
Pursuant
to the 8% Convertible Redeemable Note due October 26, 2016, the outstanding principal and accrued interest under the note may
be converted into Common Stock at the option of Mr. and Mrs. Vechery, as co-trustees, on behalf of the Vechery Family Trust. The
conversion price under the note is 65% of the average of the three (3) lowest daily volume weighted average price with a 10-day
look back of the common stock as reported on the OTCQB (including the day the Notice of Conversion (as defined in the note) is
received). As of October 19, 2016, the outstanding principal under the note was $1,000,000 and the accrued interest under the
note was $81,093. As of October 19, 2016, at a conversion price of $0.01210379 (based on the formula mentioned in the preceding
sentence), the aggregate principal and accrued interest amount of $1,081,093 is convertible into 89,318,552 shares of Common Stock.
Pursuant
to the Class A Common Stock Purchase Warrant dated October 26, 2015, Mr. and Mrs. Vechery, as co-trustees, on behalf of the Vechery
Family Trust, have the right to acquire up to 1,000,000 shares of Common Stock at an exercise price of $0.12 per share for a period
of three years from the issuance date.
With
respect to the 8% Convertible Redeemable Note due March 10, 2017, there is no outstanding principal amount as the original principal
amount of $50,000 was converted into 4,734,848 shares of common stock on September 21, 2016 at a conversion price of $0.01056
(based on the formula mentioned in this paragraph). However, accrued interest under the note is still outstanding. Pursuant to
such note, the accrued interest may be converted into Common Stock at the option of Mr. and Mrs. Vechery, as co-trustees, on behalf
of the the Vechery Grandchildren’s Trust. The conversion price under the note is 65% of the average of the three (3) lowest
daily volume weighted average price with a 10-day look back of the common stock as reported on the OTCQB (including the day the
Notice of Conversion (as defined in the note) is received). As of October 19, 2016, the outstanding principal under the note was
$0 and the accrued interest under the note was $2,115. As of October 19, 2016, at a conversion price of $0.01210379 (based on
the formula mentioned in the preceding sentence), the accrued interest amount of $2,115 is convertible into 174,739 shares of
Common Stock.
With
respect to the 8% Convertible Redeemable Note due March 14, 2017, there is no outstanding principal amount as the original principal
amount of $80,000 was converted into 7,575,758 shares of common stock on September 21, 2016 at a conversion price of $0.01056
((based on the formula mentioned in this paragraph). However, accrued interest under the note is still outstanding. Pursuant to
such note, the accrued interest may be converted into Common Stock at the option of Mr. and Mrs. Vechery, as co-trustees, on behalf
of the the Vechery Grandchildren’s Trust. The conversion price under the note is 65% of the average of the three (3) lowest
daily volume weighted average price with a 10-day look back of the common stock as reported on the OTCQB (including the day the
Notice of Conversion (as defined in the note) is received). As of October 19, 2016, the outstanding principal under the note was
$0 and the accrued interest under the note was $3,314. As of October 19, 2016 at a conversion price of $0.01210379 (based on the
formula mentioned in the preceding sentence), the accrued interest amount of $3,314 is convertible into 273,798 shares of Common
Stock.
Pursuant
to the 8% Convertible Redeemable Note due March 25, 2017, the outstanding principal and accrued interest under the note may be
converted into Common Stock at the option of Mr. and Mrs. Vechery, as co-trustees, on behalf of the Vechery Family Trust. The
conversion price under the note (i) for the first $63,000 of outstanding principal under the note, is $0.0018 and (ii) for the
remaining principal and interest under the note, is 65% of the average of the three (3) lowest daily volume weighted average price
with a 10-day look back of the common stock as reported on the OTCQB (including the day the Notice of Conversion (as defined in
the note) is received). As of October 19, 2016, the outstanding principal under the note was $870,000 and the accrued interest
under the note was $41,761. As of October 19, 2016, at a conversion price of $0.0018, $63,000 of the outstanding principal is
convertible into 35,000,000 shares of Common Stock, while at a conversion price of $0.01210379 (based on the formula mentioned
in the preceding sentence), the remaining $807,000 of the outstanding principal and $41,761 of accrued interest, in the aggregate
amount of $848,761 is convertible into 70,123,573 shares of Common Stock.
Pursuant
to the 8% Convertible Redeemable Note due April 8, 2017, the outstanding principal and accrued interest under the note may be
converted into Common Stock at the option of Mr. and Mrs. Vechery, as co-trustees, on behalf of the Vechery Family Trust. The
conversion price under the note (i) for the first $37,800 of outstanding principal under the note, is $0.0018 and (ii) for the
remaining principal outstanding and interest under the note, is 65% of the average of the three (3) lowest daily volume weighted
average price with a 10-day look back of the common stock as reported on the OTCQB (including the day the Notice of Conversion
(as defined in the note) is received). As of October 19, 2016, the outstanding principal under the note was $600,000 and the accrued
interest under the note was $26,959. As of October 19, 2016, at a conversion price of $0.0018, $37,800 of the outstanding principal
is convertible into 21,000,000 shares of Common Stock, while at a conversion price of $0.01210379 (based on the formula mentioned
in the preceding sentence), the remaining $562,200 of the outstanding principal and $26,959 of accrued interest, in the aggregate
amount of $589,159 is convertible into 48,675,580 shares of Common Stock.
Item
7. Material to be Filed as Exhibits.
Exhibit
No.
|
|
Description
of Document
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|
|
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99.1*
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|
Joint
Filing Agreement, dated as of October 26, 2016, by and among the Reporting Persons.
|
|
|
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99.2
|
|
8%
Convertible Redeemable Note due October 7, 2016 for original principal amount of $1,000,000 issued to the Vechery Family Trust
(incorporated by reference to the Exhibit 10.34 to Form 10-K for year ended December 31, 2015 filed by the Issuer on March
30, 2016).
|
|
|
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99.3*
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Class
A Common Stock Purchase Warrant dated October 7, 2015 to purchase 1,000,000 shares of common stock issued to the Vechery Family
Trust.
|
|
|
|
99.4
|
|
8%
Convertible Redeemable Note due October 26, 2016 for original principal amount of $1,000,000 issued to the Vechery Family
Trust (incorporated by reference to the Exhibit 10.26 to Form 10-K for year ended December 31, 2015 filed by the Issuer on
March 30, 2016).
|
|
|
|
99.5*
|
|
Class
A Common Stock Purchase Warrant dated October 26, 2015 to purchase 1,000,000 shares of common stock issued to the Vechery
Family Trust.
|
|
|
|
99.6
|
|
8%
Convertible Redeemable Note due March 10, 2017 for original principal amount of $50,000 issued to the Vechery Grandchildren’s
Trust (incorporated by reference to the Exhibit 5 to Form 10-Q for quarter ended March 31, 2016 filed by the Issuer on May
18, 2016).
|
|
|
|
99.7
|
|
8%
Convertible Redeemable Note due March 14, 2017 for original principal amount of $80,000 issued to the Vechery Grandchilidren’s
Trust (incorporated by reference to the Exhibit 7 to Form 10-Q for quarter ended March 31, 2016 filed by the Issuer on May
18, 2016).
|
|
|
|
99.8
|
|
8%
Convertible Redeemable Note due March 25, 2017 for original principal amount of $870,000 issued to the Vechery Family Trust
(incorporated by reference to the Exhibit 8 to Form 10-Q for quarter ended March 31, 2016 filed by the Issuer on May 18, 2016).
|
|
|
|
99.9*
|
|
8%
Convertible Redeemable Note due April 8, 2017 for original principal amount of $600,000 issued to the Vechery Family Trust.
|
|
|
|
*Filed herewith
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
October 26, 2016
|
THE
VECHERY FAMILY TRUST DTD 10/9/84
|
|
|
|
|
By:
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/s/
Harvey T. Vechery
|
|
Name:
|
Harvey
T. Vechery
|
|
Title:
|
Co-Trustee
|
|
|
|
|
By:
|
/s/
Linda Vechery
|
|
Name:
|
Linda
Vechery
|
|
Title:
|
Co-Trustee
|
|
|
|
|
THE
VECHERY GRANDCHILDREN’S TRUST DTD 12/26/12
|
|
|
|
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By:
|
/s/
Harvey T. Vechery
|
|
Name:
|
Harvey
T. Vechery
|
|
Title:
|
Co-Trustee
|
|
|
|
|
By:
|
/s/
Linda Vechery
|
|
Name:
|
Linda
Vechery
|
|
Title:
|
Co-Trustee
|
|
|
|
|
/s/
Harvey T. Vechery
|
|
Harvey
T. Vechery
|
|
|
|
/s/
Linda Vechery
|
|
Linda
Vechery
|