| (a), (b), (c) and (f). This Schedule 13D is filed on behalf of Roger H. Goodspeed, a United States citizen (the "Reporting Person"). The present principal occupation or employment of the Reporting Person is private investment. The business address for the Reporting Person is c/o The Nelson Law Firm, LLC, 1 North Broadway, Suite 712, White Plains, New York 10601. (d) and (e). During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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. |
| On March 4, 2015, the Issuer entered into a Securities Purchase Agreement with the Reporting Person, pursuant to which the Issuer issued to the Reporting Person (a) 273,973 shares of Common Stock at a purchase price of $0.73 per share (the "Acquired Shares") and (b) a warrant to purchase up to an additional 547,946 shares of Common Stock at an exercise price of $0.82 per share (the "Warrant"), for an aggregate purchase price of $200,000 (the "Offering"). Prior to the Offering, the Reporting Person owned 685,000 shares of Common Stock (the “Previously Owned Shares”). The Previously Owned Shares were acquired with funds of $677,737.87 (including brokerage commisions). All shares of the Issuer’s Common Stock owned by the Reporting Person were acquired with personal funds. No part of the purchase price was borrowed or otherwise obtained from another party for the purpose of acquiring, holding, trading or voting the securities. |
| The Common Stock was acquired by the Reporting Person for investment purposes. This report is filed because the Reporting Person has determined that, as of the Reporting Date, his continued holding of the Common Stock may have the purpose or effect of changing or influencing the control of the Issuer, as described below. The Reporting Person expects to communicate with the Issuer regarding its current operations and prospects, possible changes in the composition of its board of directors or management, and other matters pertaining to its business. The Reporting Person may in the future acquire additional Common Stock or other securities of the Issuer, in the open market, in privately-negotiated purchases or otherwise, and may also, depending on then current circumstances, dispose of all or a portion of the Common Stock beneficially owned by him in one or more transactions. Additionally, the Reporting Person reserves the right from time to time to formulate plans or proposals regarding the Issuer or any of its securities and to carry out any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D, to the extent deemed advisable by the Reporting Person. Except as set forth in this statement, the Reporting Person currently has no plans or proposals that relate to or that would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 or the instructions to Schedule 13D. |
| (a) Under the definition of "beneficial ownership" as set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person may be deemed to have beneficial ownership of 1,506,919 shares of Common Stock, consisting of the Previously Owned Shares, the Acquired Shares, and the Warrant (each as defined in Item 3 above), pursuant to which Warrant the Reporting Person may be deemed to have a right to acquire an additional 547,946 shares of Common Stock within 60 days of March 4, 2015. The Reporting Person’s deemed beneficial ownership of 1,506,919 shares of Common Stock represents approximately 9.8% of the outstanding Common Stock of the Issuer, based on 15,452,215 shares of Common Stock deemed to be outstanding, as calculated below. The number of shares used to compute the above percentage is the 13,792,421 shares of Common Stock outstanding as of November 14, 2014, as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 3014 filed with the SEC on November 14, 2014, plus the 769,381 shares issued pursuant to the Securities Purchase Agreement dated January 30, 2015, as disclosed by the Issuer in its Current Report on Form 8-K filed with the SEC on February 5, 2015, plus the 342,467 shares issued pursuant to the Securities Purchase Agreement dated March 4, 2015, as disclosed by the Issuer in its Current Report on Form 8-K filed with the SEC on March 10, 2015, plus the 547,946 shares underlying the Warrant which are deemed to be outstanding with respect to the Reporting Person for the purpose of computing the percentage of outstanding shares pursuant to Exchange Act Rule 13d-3(d)(1)(i). (b) The Reporting Person has sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition, over 1,506,919 shares of Common Stock. (c) During the past sixty days, the Reporting Person effected the following transactions in the Issuer’s Common Stock: On February 11, 2015, the Reporting Person sold, in a series of open market transactions, a total of 3,203 shares of Common Stock of the Issuer. All of the sales were executed at a price of $0.80 per share, with aggregate gross proceeds of $2,562.40 and aggregate net proceeds of $2,546.44. (d) 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 securities reported in this statement. (e) Not applicable. |
