Prourocare Medical Inc. - Statement of Changes in Beneficial Ownership (4)
August 26 2008 - 8:56PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
DAVIS JAMES L
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2. Issuer Name
and
Ticker or Trading Symbol
ProUroCare Medical Inc.
[
PUMD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
6446 FLYING CLOUD DR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/25/2008
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(Street)
EDEN PRAIRIE, MN 55344
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common stock, $0.00001 par value
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67988
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D
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Common stock, $0.00001 par value
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8/25/2008
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X
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112505
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A
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$1.00
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180493
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants
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$5.00
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(1)
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2/28/2010
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Common stock, $0.00001 par value
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15625
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15625
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D
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Warrants
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$5.00
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(1)
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3/21/2010
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Common stock, $0.00001 par value
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1702
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1702
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D
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Warrants
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$5.00
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(1)
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12/27/2012
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Common stock, $0.00001 par value
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5800
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5800
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D
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Warrants
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$1.50
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(1)
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4/2/2013
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Common stock, $0.00001 par value
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25000
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25000
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D
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Warrants
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$5.00
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(1)
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12/27/2012
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Common stock, $0.00001 par value
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6050
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6050
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I
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Held by "Davis & Associates Inc. 401K PSP"
(2)
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Warrants
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$5.00
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(1)
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12/27/2012
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Common stock, $0.00001 par value
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700
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700
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I
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Held by "Davis & Associates Inc."
(2)
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Warrants
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(3)
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(4)
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12/31/2012
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Common stock, $0.00001 par value
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20000
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20000
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D
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Warrants
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(9)
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(4)
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12/31/2012
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Common stock, $0.00001 par value
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40000
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40000
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D
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Warrants
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(3)
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(4)
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12/31/2012
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Common stock, $0.00001 par value
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10000
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10000
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I
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Held by "Davis & Associates Inc. 401K PSP"
(2)
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Warrants
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(9)
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(4)
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12/31/2012
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Common stock, $0.00001 par value
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5000
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5000
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I
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Held by "Davis & Associates Inc."
(2)
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10% Unsecures Convertible Subordintaed Debenture
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(7)
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(10)
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2/16/2009
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Common stock, $0.00001 par value
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$200000
(8)
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$200000
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D
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Convertible Promissory Notes
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(5)
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(11)
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6/27/2009
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Common stock, $0.00001 par value
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$95000
(12)
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$95000
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D
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Convertible Promissory Notes
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(6)
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(11)
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6/27/2009
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Common stock, $0.00001 par value
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$190000
(13)
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$190000
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D
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Convertible Promissory Notes
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(5)
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(11)
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6/27/2009
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Common stock, $0.00001 par value
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$47500
(12)
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$47500
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I
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Held by "Davis & Associates Inc. 401K PSP"
(2)
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Convertible Promissory Notes
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(6)
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(11)
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6/27/2009
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Common stock, $0.00001 par value
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$23750
(13)
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$23750
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I
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Held by "Davis & Associates Inc."
(2)
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Stock Purchase Agreement - Right to buy
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$1.0
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8/25/2008
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X
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112505
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(1)
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8/29/2008
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Common stock, $0.00001 par value
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112505
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$0
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0
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D
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Explanation of Responses:
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(
1)
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Currently exercisable
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(
2)
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Reporting person is the Sole owner of Davis & Associates Inc. and has sole voting power.
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(
3)
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Each warrant is exercisable into common stock at 50% of the per share price of equity secutities issued in an underwritten public offering. In the event that the issuer fails to close a public offering prior to June 27, 2009, each warrant will be exercisable at 50% of the closing price of the issuer's common stock on that date.
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(
4)
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Each of the warrants will be exercisable upon the earlier of the closing of an underwritten public offering of the issuer's equity securities or June 27,2009.
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(
5)
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The Notes and accrued interest theron are convertible into common stock at 50% of the per share price of equity secutities issued in an underwritten public offering . If the issuer fails to close on an underwritten public offering by June 27, 2009 and fails to prepay the Notes, the Notes and the accrued interest thereon will convert into common stock at $0.05 per share.
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(
6)
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The Notes and accrued interest theron are convertible into common stock at 70% of the per share price of equity secutities issued in an underwritten public offering . If the issuer fails to close on an underwritten public offering by June 27, 2009 and fails to prepay the Notes, the Notes and the accrued interest thereon will convert into common stock at $0.05 per share.
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(
7)
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The principal amount and any accrued interest on the convertible debentures is convertible into common stock at $3.00 per share.
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(
8)
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Principal amount. Interest accrued at 10% and is convertible into common stock as well.
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(
9)
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Each warrant is exercisable into common stock at 70% of the per share price of equity secutities issued in an underwritten public offering. In the event that the issuer fails to close a public offering prior to June 27, 2009, each warrant will be exercisable at 70% of the closing price of the issuer's common stock on that date.
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(
10)
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Currently exercisable. The convertible debentures and any accrued interest thereon automatically convert into common stock upon the issuer's closing on an underwritten public offering.
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(
11)
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The Notes and any accrued interest thereon will convert into common stock upon the issuer's closing on an underwritten public offering. In the event that the issuer fails to close a public offering prior to June 27, 2009 and fails to prepay the Notes, the Notes and any accrued interest thereon will be automatically convert into common stock on that date.
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(
12)
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The number of shares the Notes are convertible into will be determined upon the issuer's closing of an underwritten public offering. See footnote 5.
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(
13)
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The number of shares the Notes are convertible into will be determined upon the issuer's closing of an underwritten public offering. See footnote 6.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DAVIS JAMES L
6446 FLYING CLOUD DR
EDEN PRAIRIE, MN 55344
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X
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Signatures
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Richard B. Thon by power of attorney
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8/26/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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