Nuevo Financial Center, Inc. 4

Accession 0000919574-07-004574

CIK 0001119689operating

View on SEC.gov Company Profile

Filed

Sep 17, 8:00 PM ET

Accepted

Sep 18, 6:18 PM ET

Size

96.6 KB

Accession

0000919574-07-004574

Insider Transaction Report

Form 4

Period: 2006-11-01

Nuevo Financial Center, Inc.NVFN

VISION OPPORTUNITY MASTER FUND, LTD.

10% Owner

Transactions

Award
B Warrant
2006-11-01+1→ 2 total
Exercise: $1.00Exp: 2011-11-01→ Common Stock (500,000 underlying)
Conversion
Secured Convertible Note
2007-04-11−0→ 1 total
Exercise: $0.20From: 2007-04-11Exp: 2007-12-31→ Common Stock (2,000,000 underlying)
Exercise of In-Money
Unit Purchase Warrant
2007-05-25−0→ 0 total
From: 2007-05-25→ Common Stock, A Warrants, B Warrants (0 underlying)
Exercise of In-Money
A Warrant
2007-06-29+1→ 3 total
Exercise: $0.50Exp: 2012-06-29→ Common Stock (500,000 underlying)
Sale
Common Stock
2007-05-17$0.57/sh−7,500$4,275→ 982,500 total
Exercise of In-Money
Common Stock
2007-06-29$0.20/sh+1,250,000$250,000→ 2,982,500 total
Exercise of In-Money
Unit Purchase Warrant
2007-04-11−0→ 0 total
From: 2007-04-11→ Common Stock, A Warrants, B Warrants (0 underlying)
Sale
Common Stock
2007-05-17$0.50/sh−10,000$5,000→ 990,000 total
Exercise of In-Money
A Warrant
2007-04-11+1→ 0 total
Exercise: $0.50Exp: 2012-04-11→ Common Stock (200,000 underlying)
Conversion
Secured Convertible Note
2007-05-25−1→ 0 total
Exercise: $0.20From: 2007-05-25Exp: 2007-12-31→ Common Stock (0 underlying)
Exercise of In-Money
Unit Purchase Warrant
2007-06-29−0→ 1 total
From: 2007-06-29→ Common Stock, A Warrants, B Warrants (0 underlying)
Exercise of In-Money
Common Stock
2007-05-25$0.20/sh+750,000$150,000→ 1,732,500 total
Exercise of In-Money
B Warrant
2007-05-25+1→ 0 total
Exercise: $1.00Exp: 2012-05-25→ Common Stock (150,000 underlying)
Award
Unit Purchase Warrant
2006-11-01+1→ 2 total
→ Common Stock, A Warrants, B Warrants
Exercise of In-Money
B Warrant
2007-04-11+1→ 0 total
Exercise: $1.00Exp: 2012-04-11→ Common Stock (100,000 underlying)
Conversion
Common Stock
2007-05-25$0.20/sh+1,000,000$200,000→ 2,732,500 total
Conversion
Common Stock
2007-04-11$0.20/sh+500,000$100,000→ 500,000 total
Exercise of In-Money
A Warrant
2007-05-25+1→ 0 total
Exercise: $0.50Exp: 2012-05-25→ Common Stock (300,000 underlying)
Award
A Warrant
2006-11-01+1→ 2 total
Exercise: $0.50Exp: 2011-11-01→ Common Stock (1,000,000 underlying)
Exercise of In-Money
B Warrant
2007-06-29+1→ 3 total
Exercise: $1.00Exp: 2012-06-29→ Common Stock (250,000 underlying)
Exercise of In-Money
Common Stock
2007-04-11$0.20/sh+500,000$100,000→ 1,000,000 total
Award
Secured Convertible Note
2006-11-01$500000.00/sh+1$500,000→ 1 total
Exercise: $0.20→ Common Stock (2,500,000 underlying)

Footnotes (11)

[F1]These securities may be deemed to be beneficially owned by Vision Capital Advisors, LLC ("Vision"), the investment manager of Vision Opportunity Master Fund, Ltd. (the "Master Fund"). These securities may also be deemed to be beneficially owned by Adam Benowitz, the managing member of Vision. Each of Vision and Mr. Benowitz disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
[F10]The A Warrants, B Warrants and Unit Purchase Warrants acquired on 11/1/2006 were included for no additional consideration with the secured convertible note purchased on 11/1/2006 for $500,000.
[F11]The Unit Purchase Warrants acquired on 11/1/2006 originally had an expiration date of 4/30/2007, but the Issuer agreed to extend such expiration date to the effectiveness of the registration statement.
[F2]Although these securities are presently exercisable, the Master Fund cannot convert these securities into shares of Common Stock to the extent the conversion would result in the Master Fund and its affiliates owning, holding, or beneficially owning more than 9.99% of the Issuer's Common Stock.
[F3]The Unit Purchase Warrants are presently exercisable, and may be converted into 2,500,000 shares of Common Stock for $0.20 per share, an A Warrant to purchase 1,000,000 shares of Common Stock for $0.50 per share, and a B Warrant to purchase 500,000 shares of Common Stock for $1.00 per share. Although presently exercisable, the A Warrant and B Warrant are each subject to a blocker, such that the Master Fund cannot convert these securities into shares of Common Stock to the extent the conversion would result in the Master Fund and its affiliates owning, holding, or beneficially owning more than 9.99% of the Issuer's Common Stock.
[F4]On 4/11/2007, the Master Fund converted part of the Secured Convertible Note purchased on 5/2/2006 into 500,000 shares of Common Stock for $0.20 per share.
[F5]On 4/11/2007, the Master Fund converted part of the Unit Purchase Warrant acquired on 5/2/2006 into 500,000 shares of Common Stock for $0.20 per share, an A Warrant for 200,000 shares of Common Stock for $0.50 per share, and a B Warrant to purchase 100,000 shares of Common Stock for $1.00 per share. Although presently exercisable, the A Warrant and B Warrant are each subject to a blocker, such that the Master Fund cannot convert these securities into shares of Common Stock to the extent the conversion would result in the Master Fund and its affiliates owning, holding, or beneficially owning more than 9.99% of the Issuer's Common Stock.
[F6]On 5/25/2007, the Master Fund converted part of the Unit Purchase Warrant acquired on 5/2/2006 into 750,000 shares of Common Stock for $0.20 per share, an A Warrant for 300,000 shares of Common Stock for $0.50 per share, and a B Warrant to purchase 150,000 shares of Common Stock for $1.00 per share. Although presently exercisable, the A Warrant and B Warrant are each subject to a blocker, such that the Master Fund cannot convert these securities into shares of Common Stock to the extent the conversion would result in the Master Fund and its affiliates owning, holding, or beneficially owning more than 9.99% of the Issuer's Common Stock.
[F7]On 5/25/2007, the Master Fund converted part of the Secured Convertible Note purchased on 5/2/2006 into 1,000,000 shares of Common Stock for $0.20 per share.
[F8]On 6/29/2007, the Master Fund converted the remainder of the Unit Purchase Warrant acquired on 5/2/2006 into 1,250,000 shares of Common Stock for $0.20 per share, an A Warrant for 500,000 shares of Common Stock for $0.50 per share, and a B Warrant to purchase 250,000 shares of Common Stock for $1.00 per share. Although presently exercisable, the A Warrant and B Warrant are each subject to a blocker, such that the Master Fund cannot convert these securities into shares of Common Stock to the extent the conversion would result in the Master Fund and its affiliates owning, holding, or beneficially owning more than 9.99% of the Issuer's Common Stock.
[F9]The Secured Convertible Note purchased on 5/2/2006 matures on the earlier of the date the Issuer obtains financing of $2.5 million or more or one year from the full exercise of the Unit Purchase Warrant by the Reporting Persons.

Documents

1 file

4
p807744_ex.xmlPrimary

Issuer

Nuevo Financial Center, Inc.

CIK 0001119689

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001119689

Filing Metadata

Form type: 4
Filed: Sep 17, 8:00 PM ET
Accepted: Sep 18, 6:18 PM ET
Size: 96.6 KB

View on SEC.gov