1.
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Names of Reporting Persons
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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3.
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SEC Use Only ………………………………………………………………………….
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4.
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Source of Funds (See Instructions)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
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6.
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Citizenship or Place of Organization
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Number of
Shares Bene-
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7.
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Sole Voting Power 611,016*
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ficially Owned by Each
Reporting
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8.
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Shared Voting Power -0-
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Person With
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9.
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Sole Dispositive Power 557,646*
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*Of these shares 6,770 are issuable upon the exercise of options, and 128,667 are issuable upon conversion of preferred stock and 38,713 issuable upon exercise of warrants.
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10.
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Shared Dispositive Power -0-
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(1)
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Based on 8,028,908 shares outstanding as of December 31, 2011.
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(a)
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This statement is being filed by Donald W. Rowley (the “Reporting Person”).
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(b)
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The Reporting Person’s principal business address is 19655 Descartes, Foothill Ranch, CA 92610-2609.
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(c)
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NA.
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(d)
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During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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During the last five years, the Reporting Person has not 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 violations with respect to such laws.
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(f)
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NA.
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(a)
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As of the date hereof, the Reporting Person beneficially owns 611,016 shares of the Issuer’s common stock, of these shares 6,770 are issuable upon the exercise of options and 128,667 are issuable upon conversion of preferred stock which represents approximately 7.5% of the Issuer’s common stock.
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(b)
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The Reporting Person may be deemed to hold sole voting and dispositive power over 459,814 shares of common stock of the Issuer.
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(c)
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Other than the acquisition of the shares as reported herein, and as described under Item 4, the Reporting Person has not effected any transactions in the shares of the Issuer during the past 60 days or since the most recent filing of Schedule 13D, whichever is less.
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(d)
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To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 459,814 shares of common stock reported in Item 5(a).
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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/s/ Donald W. Rowley | |||
Donald W. Rowley
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