Agritech Worldwide (FBER) SC 13D/A Z Trim Holdings, Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 19)*

Z TRIM HOLDINGS, INC.

(Name of Issuer)

Common Stock, Par Value $0.00005 Per Share

(Title of Class of Securities)

988924205

(CUSIP Number)

Edward B. Smith, III

c/o Aristar Capital Management, LLC

1120 Avenue of the Americas

Suite 1514

New York, NY  10036

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 9, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 988924205 13D Page 2 of 13 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Aristar Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			68,660,798
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			68,660,798
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	68,660,798
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	76.6%
14	TYPE OF REPORTING PERSON
	IA, OO (Limited Liability Company)

CUSIP No. 988924205 13D Page 3 of 13 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Aristar Capital Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			68,660,798
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			68,660,798
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	68,660,798
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	76.6%
14	TYPE OF REPORTING PERSON
	OO (Limited Liability Company)

CUSIP No. 988924205 13D Page 4 of 13 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Edward B Smith, III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			33,394,194
		8	SHARED VOTING POWER
			68,660,798
		9	SOLE DISPOSITIVE POWER
			33,394,194
		10	SHARED DISPOSITIVE POWER
			68,660,798
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	102,054,992
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	83.2%
14	TYPE OF REPORTING PERSON
	IN, HC

CUSIP No. 988924205 13D Page 5 of 13 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Aristar Ventures I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			65,596,493
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			65,596,493
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	65,596,493
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	73.4%
14	TYPE OF REPORTING PERSON
	OO (Limited Liability Company)

CUSIP No. 988924205 13D Page 6 of 13 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Aristar Ventures I-B, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,985,448
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,985,448
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,985,448
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.0%
14	TYPE OF REPORTING PERSON
	OO

CUSIP No. 988924205 13D Page 7 of 13 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Aristar Ventures I-C, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,078,857
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,078,857
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,078,857
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.7%
14	TYPE OF REPORTING PERSON
	OO

CUSIP No. 988924205 13D Page 8 of 13 Pages

Item 1. Security and Issuer.

The name of the issuer is Z Trim Holdings, Inc., an Illinois corporation (the “Issuer”).  The principal executive office of the Issuer is located at 1011 Campus Drive, Mundelein, Illinois 60060, United States of America.  This Amendment No. 19 to Schedule 13D relates to the Issuer’s Common Stock, par value $0.00005 per share (the “Shares”).

Item 2. Identity and Background.

Item 2 is hereby amended and supplemented by adding the following:

(a), (f) This Schedule 13D is being filed to report that (i) each of Aristar Capital Management, LLC, a Delaware limited liability company (“Aristar Capital”), and Aristar Capital Management GP, LLC, a Delaware limited liability company (“Aristar GP”), may be deemed to beneficially own 76.6% of the Shares, (ii) Edward B. Smith, III, a United States citizen, may be deemed to beneficially own 83.2% of the Shares, (iii) Aristar Ventures I, LLC, a Delaware limited liability company (“Aristar Ventures I”), beneficially owns 73.4% of the Shares, (iv) Aristar Ventures I-B, LLC, a Delaware limited liability company (“Aristar Ventures I-B”), beneficially owns 5.0% of the Shares, and (v) Aristar Ventures I-C, LLC, a Delaware limited liability company (“Aristar Ventures I-C”), beneficially owns 2.7% of the Shares.  Aristar Capital, Aristar GP, Aristar Ventures I, Aristar Ventures I-B, Aristar Ventures I-C and Mr. Smith are each a “Reporting Person” and are collectively referred to herein as the “Reporting Persons.”

(b) The principal business address for Aristar Capital, Aristar GP, Aristar Ventures I, Aristar Ventures I-B, Aristar Ventures I-C and Mr. Smith is c/o Aristar Capital Management, LLC, 1120 Avenue of the Americas, Suite 1514, New York, New York 10036.

(c) Mr. Smith is the managing member of Aristar Capital, an investment management firm that serves as the investment manager of Aristar Ventures I, Aristar Ventures I-B and Aristar Ventures I-C.  Mr. Smith is also the managing member of Aristar GP, which serves as the managing member of Aristar Ventures I, Aristar Ventures I-B and Aristar Ventures I-C.  As a result of the foregoing, the Shares deemed to be beneficially owned by each of (i) Aristar Ventures I, Aristar Ventures I-B and Aristar Ventures I-C are deemed to be beneficially owned by each of Aristar Capital and Aristar Capital GP and (ii) Aristar Capital and Aristar Capital GP are deemed to be beneficially owned by Mr. Smith.  In addition, on January 8, 2015, Mr. Smith was appointed as Chief Executive Officer of the Issuer.

(d) Mr. Smith has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, 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 violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented by adding the following:

See Item 4, which is incorporated by reference herein.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented by updating previously disclosed information with respect to the following:

CUSIP No. 988924205 13D Page 9 of 13 Pages

The securities of the Issuer held by the Reporting Persons were acquired for, and are being held for, investment purposes only.  The acquisitions of these securities were made in the ordinary course of the Reporting Persons’ investment activities.  The Reporting Persons anticipate acquiring additional securities of the Issuer.

Except as set forth in this Item 4, the Reporting Persons currently have no plans or proposals that would relate to or would result in: (i) any extraordinary corporate transaction involving the Issuer; (ii) a sale or transfer of a material amount of assets of the Issuer; (iii) any change in the present Board of Directors or management of the Issuer; (iv) any material change in the present capitalization or dividend policy of the Issuer; (v) any material change in the operating policies or corporate structure of the Issuer; (vi) any change in the Issuer’s charter or by-laws; (vii) the Shares ceasing to be authorized to be quoted in the over-the-counter security markets; or (viii) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own.

On February 9, 2015, Mr. Smith was granted 31,000,000 warrants (the “Warrants”) to acquire 31,000,000 Shares in connection with his appointment as Chief Executive Officer of the Issuer. The Warrants have an exercise price of $0.45 per share, are immediately exercisable, expire on the fifth anniversary of their issuance, may be exercised on a cashless basis, are subject to full ratchet price anti-dilution protection and entitled to registration rights. The Form of Warrant is attached as Exhibit B hereto and is incorporated by reference herein.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

The information in this Item 5 is provided as of the date hereof.  As of the date hereof, there were 39,734,854 Shares outstanding.

(a)- (e)  As of the date hereof, (i) each of Aristar Capital and Aristar GP may be deemed to be the beneficial owner of 68,660,798 Shares, constituting 76.6% of the Shares, (ii) Mr. Smith may be deemed to be the beneficial owner of 102,054,992 Shares, constituting 83.2% of the Shares, (iii) Aristar Ventures I is the beneficial owner of 65,596,493 Shares, constituting 73.4% of the Shares, (iv) Aristar Ventures I-B is the beneficial owner of 1,985,448 Shares, constituting 5.0% of the Shares, and (v) Aristar Ventures I-C is the beneficial owner of 1,078,857 Shares, constituting 2.7% of the Shares, each of (i) being based upon 89,610,497 Shares¹outstanding as of the date hereof, (ii) being based upon 122,700,999 Shares² outstanding as of the date hereof, (iii) being based upon 89,376,211 Shares³ outstanding as of the date hereof,  (iv) being based upon 39,734,854 Shares⁴ outstanding as of the date hereof, and (v) being based upon 39,969,140 Shares⁵ outstanding as of the date hereof.

¹ This outstanding Shares figure reflects the number of outstanding Shares, as adjusted to reflect the total number of derivative securities that Aristar Capital and Aristar GP has the right to convert or exercise.

² This outstanding Share figure reflects the number of outstanding Shares, as adjusted to reflect the total number of derivative securities that Mr. Smith has the right to convert or exercise.

³ This outstanding Shares figure reflects the number of outstanding Shares, as adjusted to reflect the total number of derivative securities that Aristar Ventures I has the right to convert or exercise.

⁴ This outstanding Shares figure reflects the number of outstanding Shares.

⁵ This outstanding Shares figure reflects the number of outstanding Shares, as adjusted to reflect the total number of derivative securities that Aristar Ventures I-C has the right to convert or exercise.

CUSIP No. 988924205 13D Page 11 of 13 Pages

Aristar Capital has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 68,660,798 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 68,660,798 Shares.⁶

Aristar GP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 68,660,798 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 68,660,798 Shares.⁶

Mr. Smith has the sole power to vote or direct the vote of 33,394,194 Shares⁷; has the shared power to vote or direct the vote of 68,660,798 Shares; has the sole power to dispose or direct the disposition of 33,394,194 Shares⁷; and has the shared power to dispose or direct the disposition of 68,660,798 Shares.⁶

Aristar Ventures I has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 65,596,493 Shares (consisting of (i) 15,955,136 Shares and (ii) warrants to purchase 49,641,357 Shares); has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 65,596,493 Shares (consisting of (i) 15,955,136 Shares and (ii) warrants to purchase 49,641,357 Shares).⁶

Aristar Ventures I-B has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,985,448 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,985,448 Shares. ⁶

Aristar Ventures I-C has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,078,857 Shares (consisting of (i) 844,571 Shares and (ii) warrants to purchase 234,286 Shares); has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,078,857 Shares (consisting of (i) 844,571 Shares and (ii) warrants to purchase 234,286 Shares). ⁶

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented by adding the following:

Except as otherwise set forth in this Schedule 13D, there are no contracts, arrangements, understandings or similar relationships existing with respect to the securities of the Issuer between the Reporting Persons and any other person or entity.

⁶ Mr. Smith is the managing member of Aristar Capital, an investment management firm that serves as the investment manager of Aristar Ventures I, Aristar Ventures I-B and Aristar Ventures I-C.  Mr. Smith is also the managing member of Aristar GP, which serves as the managing member of Aristar Ventures I, Aristar Ventures I-B and Aristar Ventures I-C.  As a result of the foregoing, the Shares deemed to be beneficially owned by each of (i) Aristar Ventures I, Aristar Ventures I-B and Aristar Ventures I-C are deemed to be beneficially owned by each of Aristar Capital and Aristar Capital GP and (ii) Aristar Capital and Aristar Capital GP are deemed to be beneficially owned by Mr. Smith.

⁷ The 33,394,194 Shares consist of (i) 285,615 Shares; (ii) convertible notes that are currently convertible into 407,889 Shares; (iii) shares of Series B Preferred Stock that are currently convertible into 813,839 Shares; (iv) three tranches of warrants that are currently exercisable to purchase an aggregate of 886,851 Shares (18,077 Shares, 609,566 Shares and 259,208 Shares); and (v) warrants that are currently exercisable to purchase 31,000,000 Shares.

CUSIP No. 988924205 13D Page 12 of 13 Pages

Item 7. Material to be filed as Exhibits.

Item 7 is hereby amended and supplemented by adding the following:

Exhibit A: Joint Filing Agreement

Exhibit B: Form of Warrant  (incorporated by reference to Exhibit 4.3 of the Issuer’s Current Report on Form 8-K filed on February 9, 2015)

Annex A: Certain Transactions by the Reporting Persons

CUSIP No. 988924205 13D Page 13 of 13 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 10, 2015

By:	/s/ Edward B. Smith, III
	Edward B. Smith III, Managing Member
Aristar Capital Management GP, LLC
By:	/s/ Edward B. Smith, III
	Edward B. Smith, III, Managing Member
	/s/ Edward B. Smith, III
	Edward B. Smith, III

Aristar Ventures I, LLC
By:	Aristar Capital Management GP, LLC, its Managing Member
By:	/s/ Edward B. Smith, III
	Edward B. Smith, III, Managing Member
Aristar Ventures I-B, LLC
By:	Aristar Capital Management GP, LLC, its Managing Member
By:	/s/ Edward B. Smith, III
	Edward B. Smith, III, Managing Member

Aristar Ventures I-C, LLC
By:	Aristar Capital Management GP, LLC, its Managing Member
By:	/s/ Edward B. Smith, III
	Edward B. Smith, III, Managing Member

Exhibit A

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT, dated as of the 10^th day of February, 2015, among Aristar Capital Management, LLC,  Aristar Capital Management GP, LLC,  Edward B. Smith, III, Aristar Ventures I, LLC,  Aristar Ventures I-B and Aristar Ventures I-C (collectively, the “Reporting Persons”).

WHEREAS, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties hereto desire to satisfy any filing obligation under Section 13(d) of the Exchange Act by a single joint filing;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Reporting Persons hereby agree and represent as follows:

1. Amendment No. 19 to Schedule 13D with respect to the Common Stock, par value $0.00005 per share, of Z Trim Holdings, Inc. (to which this Joint Filing Agreement is an exhibit) is filed on behalf of each of the Reporting Persons.

2. Each of the Reporting Persons is responsible for the timely filing of Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such Person contained therein, provided that each such Person is not responsible for the completeness or accuracy of the information concerning any of the other Reporting Persons, unless such Person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement to be duly executed and delivered as of the date first above written.

Aristar Capital Management, LLC
By:	/s/ Edward B. Smith, III
	Edward B. Smith III, Managing Member
Aristar Capital Management GP, LLC
By:	/s/ Edward B. Smith, III
	Edward B. Smith, III, Managing Member
	/s/ Edward B. Smith, III
	Edward B. Smith, III

Aristar Ventures I, LLC
By:	Aristar Capital Management GP, LLC, its Managing Member
By:	/s/ Edward B. Smith, III
	Edward B. Smith, III, Managing Member

Aristar Ventures I-B, LLC
By:	Aristar Capital Management GP, LLC, its Managing Member
By:	/s/ Edward B. Smith, III
	Edward B. Smith, III, Managing Member

Aristar Ventures I-C, LLC
By:	Aristar Capital Management GP, LLC, its Managing Member
By:	/s/ Edward B. Smith, III
	Edward B. Smith, III, Managing Member

Annex A

Transactions by the Reporting Persons During the Past Sixty Days

Date of Transaction	Number of Shares of Common Stock Acquirable	Price per Share
2/9/2015	31,000,000 Warrants*	*

*As described in Item 4 of Amendment No. 19 to this Schedule 13D, Mr. Smith was awarded 31,000,000 Warrants to purchase 31,000,000 shares of Common Stock for $0.45 per share.