(5)(a)		Number of Shares beneficially owned by Mr. Forbes:
		18,111,977 (35.8% of the Common Stock)   Such amount includes 7,437,289 shares of common stock, 7,091,477 shares of common stock issuable pursuant to warrants which are exercisable within 60 days of the date hereof, 458,211 shares of common stock issuable pursuant to options which are exercisable within 60 days from the date hereof, 3,125,000 shares of common stock which are issuable upon the conversion of preferred stock which are convertible within 60 days from the date hereof.  Such amount excludes 20,000 shares underlying options which become exercisable more than 60 days after the date hereof.  Such amount includes shares which will be acquired in the Private Placement (as defined below).

(5)(b)

Number of shares as to which such person has:

 

		(i)	Sole power to vote or to direct the vote:
			18,111,977
		(ii)	Shared power to vote or to direct the vote:
			0
		(iii)	Sole power to dispose or to direct the disposition of:
			18,111,977
		(iv)	Shared power to dispose or to direct the disposition of:
			0

5(c)

During the past sixty days prior to the date hereof Mr. Forbes purchased shares of Common Stock of the Issuer.

 

No.

 

5(d)

No person other than the filing persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by Mr. Forbes.

5(e)

Not applicable.

 

 

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

Except for the purchase agreement with Stanford International Bank, Ltd. and the Private Placement, the filing person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.   Material to be Filed as Exhibits.

Exhibit		Name
99.1		Securities Purchase Agreement by and between Christopher Forbes and Stanford Venture Capital Holdings, Inc. dated as of November 6, 2009.  (Filed as exhibit 99.1 to Schedule 13D on March 1, 2010)
99.2		Securities Purchase Agreement by and between the Company and Mr. Forbes dated as of March 26, 2010. (Filed as exhibit 10.4 to Form 8-K on March 29, 2010)

 

 

 

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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. The undersigned hereby express our agreement that this Schedule 13D is filed on behalf of each of us pursuant to Rule 13d-1(k) under the Securities Exchange Act.

Dated: June 1, 2010

 

		By:	/s/ Christopher Forbes
		Name:  Christopher Forbes

 

 

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

 

 

 

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