- Statement of Changes in Beneficial Ownership (4)
July 06 2010 - 2:26PM
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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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
Estimated average burden
hours per response...
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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)
__
X
__ 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)
7/1/2010
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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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74964
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I
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Held by "Davis & Associates 401K PSP"
(2)
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Common Stock, $0.00001 par value
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37482
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I
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Held by "Davis & Associates Inc."
(2)
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Common stock, $0.00001 par value
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7/1/2010
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P
(8)
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3021
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A
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$1.60
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1808897
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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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$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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$1.50
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(1)
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4/3/2013
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Common stock, $0.00001 par value
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25000
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25000
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D
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Warrants
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$.50
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(1)
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12/31/2012
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Common stock, $0.00001 par value
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30000
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30000
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D
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Warrants
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$.70
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(1)
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12/31/2012
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Common stock, $0.00001 par value
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30000
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30000
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D
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Warrants
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$.70
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(1)
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12/31/2012
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Common stock, $0.00001 par value
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10000
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10000
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I
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Held by "Davis & Associates Inc. 401K PSP"
(2)
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Warrants
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$.70
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(1)
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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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Warrants
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$1.00
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(1)
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12/31/2012
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Common stock, $0.00001 par value
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30000
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30000
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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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9/25/2013
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Common stock, $0.00001 par value
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100000
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100000
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D
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Warrants
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$2.00
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10/31/2009
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10/31/2013
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Common Stock, $0.00001 par value
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16667
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16667
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D
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Warrant
(3)
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$1.30
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2/6/2009
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1/7/2014
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Common stock, $0.00001 par value
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314846
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314846
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D
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Warrants
(3)
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$1.30
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2/6/2009
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1/7/2014
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Common stock, $0.00001 par value
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224890
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224890
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D
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Warrants
(3)
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$1.30
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2/6/2009
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1/7/2014
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Common stock, $0.00001 par value
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74964
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74964
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I
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Held by "Davis & Associates Inc. 401K PSP"
(2)
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Warrants
(3)
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$1.30
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2/6/2009
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1/7/2014
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Common stock, $0.00001 par value
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37482
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37482
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I
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Held by "Davis & Associates Inc."
(2)
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Warrants
(3)
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$1.30
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2/6/2009
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1/7/2014
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Common Stock, $0.00001 par value
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195000
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195000
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D
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Options
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$2.41
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(4)
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3/1/2017
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Common stock, $0.00001 par value
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10374
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10374
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D
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Promissory Note
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$1.00
(5)
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(5)
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7/11/2010
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Cash
(5)
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$130000
(5)
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$130000
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D
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Promissory Note
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$1.00
(6)
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(6)
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7/11/2010
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Cash
(6)
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$26000
(6)
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$26000
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I
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Held by Davis & Associates 401k PSP
(2)
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Promissory Note
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$1.00
(6)
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(6)
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7/11/2010
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Cash
(6)
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$26000
(6)
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$26000
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I
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Held by Davis & Associates, Inc.
(2)
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Loan Guarantee Agreement
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$0
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(7)
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3/28/2011
(7)
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Common stock
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95555
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95555
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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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The warrants were purchased as part of as a Unit at a price of $1.00 per unit. Each unit consisted of one share of $0.00001 par value common stock and one redeemable five-year warrant to purchase one share of common stock at $1.30 per share. The warrants became exercisable and separately transferable from the shares of common stock on February 6, 2009.
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(
4)
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Options vest as to 433 shares per month for 23 months beginning April 1, 2010 and as to 415 shares on March 1, 2012.
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(
5)
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On June 11, 2010, the Company executed a promissory note in the principal amount of $130,000 with a maturity date of December 1, 2010, with interest to accrue daily and payable in Warrants through July 10, 2010. (the "Note"). Warrants will accrue at a rate of 333.333 shares of common stock per day up to a maximum warrant coverage of 10,000 shares of common stock per $13,000 original principal amount of Notes, which equals a maximum warrant of 100,000 shares of common stock with respect to the Note. After 30 days, the Note will bear interest payable in cash and Warrants representing the accrued interest will be issued at an exercise price of $1.30.
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(
6)
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On June 11, 2010, the Company executed a promissory note in the principal amount of $26,000 with a maturity date of December 1, 2010, with interest to accrue daily and payable in Warrants through July 10, 2010. (the "Note"). Warrants will accrue at a rate of 333.333 shares of common stock per day up to a maximum warrant coverage of 10,000 shares of common stock per $13,000 original principal amount of Notes, which equals a maximum warrant of 20,000 shares of common stock with respect to the Note. After 30 days, the Note will bear interest payable in cash and Warrants representing the accrued interest will be issued at an exercise price of $1.30.
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(
7)
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On June 28, 2010, the issuer entered into a loan guarantee agreement pursuant to which the reporting person will be issued up to 95,555 shares of issuer's common stock as compensation for guaranteeing $1,000,000 of issuer's bank debt through November 30, 2011 and $900,000 of bank debt from December 1, 2010 through March 28, 2011. Reporting person will receive 11,111 shares per month for five months, and 10,000 shares a month for four months. A minimum amount six months'compensation will be paid to the reporting person.
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(
8)
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Issed to reporting person in lieu of cash for director's fees.
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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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X
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Signatures
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Richard B. Thon by power of attorney
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7/6/2010
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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:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
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.
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