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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Promissory Note | (2) | 12/24/2018 | J(2) | V | 6,231,049 (2) | 07/05/2017 | (2) | Common Stock | 6,231,049 (2) | $ 0.015 (2) | 0 (2) | D | |||
| Promissory Note | (3) | 12/24/2018 | J(3) | V | 1,993,941 (3) | 07/05/2017 | (3) | Common Stock | 1,993,941 (3) | $ 0.015 (3) | 0 (3) | I | By Spouse | ||
| Promissory Note | (4) | 12/24/2018 | J(4) | V | 55,212,514 (4) | 09/21/2016 | (4) | Common Stock | 55,212,514 (4) | $ 0.007 (4) | 0 (4) | D | |||
| Promissory Note | (5) | 12/24/2018 | J(5) | V | 21,274,611 (5) | 09/21/2016 | (5) | Common Stock | 21,274,611 (5) | $ 0.007 (5) | 0 (5) | I | By Spouse | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MALONE STEVEN 1313 SOUTH KILLIAN DRIVE LAKE PARK, FL 33403 |
X | Chief Executive Officer | ||
| Steven Malone | 12/27/2018 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This issuance of common stock was made in consideration of the sale by the Reporting Person to the Issuer of a membership interest beneficially owned by him in Advanced Cement Sciences LLC. |
| (2) | This note payable is in the total amount of $93,465.73 ($87,532.18 in principal plus $5,933.55 in accrued interest through December 21, 2018) and represents a portion of the previously accrued but unpaid base salary due to the Reporting Person. On December 24, 2018, and pursuant to a written instrument executed by the Reporting Person, the Reporting Person relinquished his rights to convert the note payable to shares of Issuer common stock not only at the originally agreed-upon value of $0.015 per share, but at any price. The original issuance of the note occurred on July 5, 2017 and was previously disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ending June 30, 2017 and filed on August 18, 2017. |
| (3) | This note payable is in the total amount of $29,909.11 ($28,010.37 in principal plus $1,898.74 in accrued interest through December 21, 2018) and represents a portion of the previously accrued but unpaid base salary due to the Reporting Person's spouse, the Issuer's controller. On December 24, 2018, and pursuant to a written instrument executed by the Reporting Person's spouse, the Reporting Person's spouse relinquished her rights to convert the note payable to shares of Issuer common stock not only at the originally agreed-upon value of $0.015 per share, but at any price. The original issuance of the note occurred on July 5, 2017 and was previously disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ending June 30, 2017 and filed on August 18, 2017. |
| (4) | This note payable is in the total amount of $386,487.59 ($349,328.64 in principal plus $37,158.95 in accrued interest through December 21, 2018) and represents a portion of the previously accrued but unpaid base salary due to the Reporting Person. On December 24, 2018, and pursuant to a written instrument executed by the Reporting Person, the Reporting Person relinquished his rights to convert the note payable to shares of Issuer common stock not only at the originally agreed-upon value of $0.007 per share, but at any price. The original issuance of the note occurred on September 21, 2016 and was previously disclosed in the Issuer's Annual Report on Form 10-K for the period ending December 31, 2016 and filed on April 17, 2017. |
| (5) | This note payable is in the total amount of $148,922.27 ($134,604.14 in principal plus $14,318.13 in accrued interest through December 21, 2018) and represents a portion of the previously accrued but unpaid base salary due to the Reporting Person's spouse, the Issuer's controller. On December 24, 2018, and pursuant to a written instrument executed by the Reporting Person's spouse, the Reporting Person's spouse relinquished her rights to convert the note payable to shares of Issuer common stock not only at the originally agreed-upon value of $0.007 per share, but at any price. The original issuance of the note occurred on September 21, 2016 and was previously disclosed in the Issuer's Annual Report on Form 10-K for the period ending December 31, 2016 and filed on April 17, 2017. |