UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock, $.00001 par value per share | Â (1) | Â (3) | Common Stock | 18,000,000 | $ (4) | D | Â |
Series B Preferred Stock, $.00001 par value per share | Â (2) | Â (3) | Common Stock | 24,000,000 | $ (5) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PETALS DECORATIVE ACCENTS LLC EXECUTIVE PAVILION, 90 GROVE STREET RIDGEFIELD, CT 06877 |
 |  X |  |  |
/s/ Stephen M. Hicks | 07/05/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Pursuant to the Certificate of Designations, Rights and Preferences of the Series A Preferred Stock, each share of Series A Preferred Stock first becomes convertible into Common Stock on the first anniversary of the original issue date of such shares. |
(2) | The shares of Series B Preferred Stock held by the Reporting Person are immediately convertible into Common Stock to the extent the issuer has sufficient authorized and unissued Common Stock. |
(3) | Not applicable. |
(4) | Each shares of Series A Preferred Stock is convertible into that number of shares of Common Stock equal to the Stated Value of the Series A Preferred Stock divided by the Series A Preferred Stock Conversion Ratio, as both may be adjusted from time to time. As of the date of this report, the Series A Preferred Stock Stated Value is equal to $1,000 and the Series A Preferred Stock Conversion Ratio is equal to $0.60. |
(5) | Each shares of Series B Preferred Stock is currently convertible into 100,000 shares of Common Stock. |