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CEXE Circle Entertainment Inc (CE)

0.000001
0.00 (0.00%)
04 Nov 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Circle Entertainment Inc (CE) USOTC:CEXE OTCMarkets Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.000001 0.00 00:00:00

Amended Statement of Beneficial Ownership (sc 13d/a)

03/10/2013 11:02am

Edgar (US Regulatory)




SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 22 )*
 
Circle Entertainment Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
17256R-105
(CUSIP Number)
 
Mitchell J. Nelson
Atlas Real Estate Funds, Inc.
70 East 55 th Street
New York, New York 10022
Telephone: (212) 796-8199
(Name, address and telephone number of person
authorized to receive notices and communications)
 
September 30, 2013
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box . o
 
NOTE:  Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits.  See Rule 13d-7(b) 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 the 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 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. 17256R-105 SCHEDULE 13D Page 2 of 16 Pages
 
1
NAME OF REPORTING PERSONS
 
Robert F.X. Sillerman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
7
SOLE VOTING POWER
9,350,263
 
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
23,910,664
 
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
9,350,263
 
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
23,910,664
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
32,760,927
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.4% 1
14
TYPE OF REPORTING PERSON
 
IN
 

1 See Item 5(a) herein.
 
 
2

 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 3 of 16 Pages
 
1
NAME OF REPORTING PERSONS
 
Paul C. Kanavos
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
7
SOLE VOTING POWER
1,034,254
 
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
38,901,700
 
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
1,034,254
 
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
38,901,700
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
39,935,954
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
49.0% 2
14
TYPE OF REPORTING PERSON
 
IN
 

2  See Item 5(a) herein.
 
 
3

 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 4 of 16 Pages
 
1
NAME OF REPORTING PERSONS
 
Kanavos Dynasty Trust 2011
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
7
SOLE VOTING POWER
0
 
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
11,056,870
 
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
0
 
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
11,056,870
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,056,870
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.7% 3
14
TYPE OF REPORTING PERSON
 
OO
 

3  See Item 5(a) herein.
 
 
4

 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 5 of 16 Pages
 
1
NAME OF REPORTING PERSONS
 
Brett Torino
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
7
SOLE VOTING POWER
176,238
 
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
38,235,221
 
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
176,238
 
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
38,235,221
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
38,411,459
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
46.4% 4
14
TYPE OF REPORTING PERSON
 
IN
 

4  See Item 5(a) herein.
 
 
5

 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 6 of 16 Pages
 
1
NAME OF REPORTING PERSONS
 
TTERB Living Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
 
NUMBER OF
7
SOLE VOTING POWER
0
 
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
28,370,677
 
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
0
 
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
28,370,677
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
28,370,677
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
35.2% 5
14
TYPE OF REPORTING PERSON
 
OO
 

5  See Item 5(a) herein.
 
 
6

 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 7 of 16 Pages
 
1
NAME OF REPORTING PERSONS
 
TS 2013 LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
 
NUMBER OF
7
SOLE VOTING POWER
0
 
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
9,864,544
 
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
0
 
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
9,864,544
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,864,544
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.7% 6
14
TYPE OF REPORTING PERSON
 
OO
 

6  See Item 5(a) herein.
 
 
7

 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 8 of 16 Pages
 
1
NAME OF REPORTING PERSONS
 
Atlas Real Estate Funds, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o
 (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
7
SOLE VOTING POWER
0
 
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
5,501,611
 
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
0
 
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
5,501,611
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,501,611
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.5% 7
14
TYPE OF REPORTING PERSON
 
CO
 

7  See Item 5(a) herein.
 
 
8

 
 
CUSIP No. SCHEDULE 13D Page 9 of 16 Pages
 
This Amendment No. 22 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on January 10, 2008 by Robert F.X. Sillerman (“Sillerman”), Sillerman Commercial Holdings Partnership, L.P., a Delaware limited partnership, and Sillerman Capital Holdings, L.P., a Delaware limited partnership (“Holdings”), with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Circle Entertainment Inc. (formerly known as FX Real Estate and Entertainment Inc.), a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 filed with the SEC on March 13, 2008 by Sillerman and Holdings, as amended by Amendment No. 2 filed with the SEC on May 15, 2008 by Sillerman and Holdings, as amended by Amendment No. 3 filed with the SEC on December 30, 2008 by Sillerman, Holdings, Paul C. Kanavos (“Kanavos”), Brett Torino (“Torino”), ONIROT Living Trust dated 6/20/2000 (“ONIROT”), TTERB Living Trust (“TTERB”) and Atlas Real Estate Funds, Inc. (“Atlas”), as amended by Amendment No. 4 filed with the SEC on September 10, 2009 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 5 filed with the SEC on November 9, 2009 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 6 filed with the SEC on November 18, 2009 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 7 filed with the SEC on December 24, 2009 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 8 filed with the SEC on December 29, 2009 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 9 filed with the SEC on January 29, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 10 filed with the SEC on February 10, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 11 filed with the SEC on February 19, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 12 filed with the SEC on March 18, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 13 filed with the SEC on April 12, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 14 filed with the SEC on April 23, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 15 filed with the SEC on May 6, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 16 filed with the SEC on June 8, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 17 filed with the SEC on July 12, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 18 filed with the SEC on August 19, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 19 filed with the SEC on October 1, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas, as amended by Amendment No. 20 filed with the SEC on December 3, 2010 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB and Atlas and as amended by Amendment No. 21 filed with the SEC on September 22, 2011 by Sillerman, Holdings, Kanavos, Torino, ONIROT, TTERB, Atlas and the Kanavos Dynasty Trust 2011 (“KDT”) (as amended, the “Statement”).  This Amendment No. 22 is being filed by Sillerman, Kanavos, KDT, Torino, TTERB, Atlas and TS 2013 LLC (“TS”). From and after the date hereof, all references in the Statement to the Statement or terms of similar import shall be deemed to refer to the Statement as amended by this Amendment No. 22.  All capitalized terms used but not defined herein have the respective meanings ascribed to such terms in the Statement.
 
Sillerman, Holdings, Kanavos, KDT, Torino, TTERB, TS and Atlas (collectively, the “Reporting Persons”) have entered into a Fourth Amended and Restated Joint Filing Agreement, dated October 2, 2013, a copy of which has been filed as Exhibit 26 to the Statement, and which is incorporated herein by reference. Neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that they constitute a "group" as such term is used in Section 13(d)(1)(k) of the rules and regulations under the Securities Exchange Act of 1934, as amended.
 
Items 2, 3, 4, 5, 6 and 7 of the Statement are hereby amended to the extent hereinafter expressly set forth.
 
Item 2.
Identity and Background.
 
Item 2 of the Statement is hereby amended to add the following information:
 
(a), (b), (c), (d), (e) and (f). TS is a limited liability company of which ONIROT is the sole member. Torino is the sole trustee of ONIROT. As the sole trustee of ONIROT, which is the sole member of TS, Torino exercises voting and investment power over the shares of Common Stock held by TS. TS was organized in the State of Nevada and its business address is 4455 Wagon Trail Avenue, Las Vegas, Nevada 89118. To the knowledge of the Reporting Persons, TS has neither, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 or Amount of Funds or Other Consideration.
 
Item 3 of the Statement is hereby amended to add the following information:
 
On September 30, 2013, TS and The Huff Alternative Fund, L.P. and The Huff Alternative Parallel Fund, L.P. (collectively, the “Huff Funds”) entered into a securities purchase and sale agreement (the “Purchase Agreement”) pursuant to which TS purchased from the Huff Funds in a private transaction (i) an aggregate of 7,781,209 shares of Common Stock at a purchase price of $0.025 per share, (ii) an aggregate of 1,041,667 common stock purchase warrants to purchase up to 1,041,667 shares of Common Stock at an exercise price of $0.07 per share for a purchase price of $0.00263 per warrant, (iii) an aggregate of 1,041,667 common stock purchase warrants to purchase up to 1,041,667 shares of Common Stock at an exercise price of $0.08 per share for a purchase price of $0.00263 per warrant and (iv) one share of Issuer Non-Voting Designated Preferred Stock for $0.00263 (which share of Non-Voting Designated Preferred Stock the Issuer immediately converted into a single share of Common Stock by reason of exercising its right of conversion thereof as a result of TS’s purchase of the shares of Common Stock in above clause (i)).  TS purchased these securities with cash on hand.

 
9

 
CUSIP No. 17256R-105 SCHEDULE 13D Page 10 of 16 Pages
 
Item 4.
Purpose of the Transaction.

                 Item 4 of the Statement is hereby amended to add the following information:

TS  purchased the securities in the private transaction described in Item 3 above for investment purposes.  No Reporting Person has any present plan or proposal which relates to or would result in any of the actions set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.  However, each of the Reporting Persons intends to continue to review its investment in the Issuer, and will explore alternative ways to maximize its return on such investment.  In this connection, some of the Reporting Persons intend to engage in discussions with the Board of Directors of the Issuer concerning the future plans of the Issuer in light of the fact that the Issuer does not currently generate any revenue from its location-based entertainment line of business, the Issuer has significant capital and financing requirements to develop and commercialize its location-based entertainment line of business with virtually no sources of funding, certain of the Reporting Persons are the Issuer’s largest creditors and the Issuer has expressed doubt about its ability to continue as a going concern.  Accordingly, one or more of the Reporting Persons may in the future take actions with respect to their investment in the Issuer that may result in formulating a plan or proposal which relates to or would result in one or more of the actions set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.
Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated in its entirety as to paragraphs (a) through (c) thereof:
 
(a) As of the date of this Statement:
 
Sillerman beneficially owns (i) directly 14,103,806 shares of Common Stock (consisting of: (A) 8,850,263 shares of Common Stock owned by Sillerman; (B) 250,000 shares of Common Stock issuable upon the exercise of stock options held by Sillerman that are presently exercisable at $5.00 per share; (C) 856,531 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by Sillerman and his spouse, as joint tenants, that are convertible at $0.2335 per share 8 ; (D) 2,055,498 shares of Common Stock issuable upon the exercise of warrants held by Sillerman and his spouse that are presently exercisable at $0.2919 per share; (E) 369,913 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by Sillerman and his spouse, as joint tenants, that are convertible at $0.2433 per share 9 ; (F) 888,011 shares of Common Stock issuable upon the exercise of warrants held by Sillerman and his spouse that are presently exercisable at $0.3041 per share; (G) 171,606  shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by Sillerman and his spouse, as joint tenants, that are convertible at $0.1923 per share 10 ;
 

8   The Series A Convertible Preferred Shares are convertible, at the option of the holder, into shares of Common Stock at the above conversion price if at any time the closing price of the shares of Common Stock is at least the conversion price for ten (10) consecutive trading days. Each time, for a period of 60-days thereafter, the Series A Convertible Preferred Shares are convertible into the number of shares of Common Stock equal to the then current stated value (initially $1,000, subject to increase periodically to include any accrued and unpaid  dividends) divided by the conversion price.  Upon the earlier of: (x) consummation of the Issuer’s sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Issuer generates net proceeds of at least $25 million or (y) March 11, 2015 the Series A Convertible Preferred Shares shall automatically convert into the number of shares of Common Stock equal to the then current stated value divided by the conversion price.  If at any time the closing price of the shares of Common Stock is at least $1.94 for fifteen (15) consecutive trading days, the Issuer may redeem the outstanding Series A Convertible Preferred Shares at the then current stated value. The Series A Preferred Shares are redeemable each time in whole or in part for a period of 120-days thereafter.  
 
9   The Series A Convertible Preferred Shares are convertible, at the option of the holder, into shares of Common Stock at the above conversion price if at any time the closing price of the shares of Common Stock is at least the conversion price for ten (10) consecutive trading days. Each time, for a period of 60-days thereafter, the Series A Convertible Preferred Shares are convertible into the number of shares of Common Stock equal to the then current stated value (initially $1,000, subject to increase periodically to include any accrued and unpaid  dividends) divided by the conversion price.  Upon the earlier of: (x) consummation of the Issuer’s sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Issuer generates net proceeds of at least $25 million or (y) April 5, 2015 the Series A Convertible Preferred Shares shall automatically convert into the number of shares of Common Stock equal to the then current stated value divided by the conversion price.  If at any time the closing price of the shares of Common Stock is at least $2.02 for fifteen (15) consecutive trading days, the Issuer may redeem the outstanding Series A Convertible Preferred Shares at the then current stated value. The Series A Preferred Shares are redeemable each time in whole or in part for a period of 120-days thereafter.
 
10 The Series A Convertible Preferred Shares are convertible, at the option of the holder, into shares of Common Stock at the above conversion price if at any time the closing price of the shares of Common Stock is at least the conversion price for ten (10) consecutive trading days. Each time, for a period of 60-days thereafter, the Series A Convertible Preferred Shares are convertible into the number of shares of Common Stock equal to the then current stated value (initially $1,000, subject to increase periodically to include any accrued and unpaid  dividends) divided by the conversion price.  Upon the earlier of: (x) consummation of the Issuer’s sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Issuer generates net proceeds of at least $25 million or (y) June 4, 2015 the Series A Convertible Preferred Shares shall automatically convert into the number of shares of Common Stock equal to the then current stated value divided by the conversion price.  If at any time the closing price of the shares of Common Stock is at least $1.60 for fifteen (15) consecutive trading days, the Issuer may redeem the outstanding Series A Convertible Preferred Shares at the then current stated value. The Series A Preferred Shares are redeemable each time in whole or in part for a period of 120-days thereafter.  
 
10

 
CUSIP No. 17256R-105 SCHEDULE 13D Page 11 of 16 Pages
 
 (H) 411,984 shares of Common Stock issuable upon the exercise of warrants held by Sillerman and his spouse that are presently exercisable at $0.2403 per share; and (I) 250,000 shares of Common Stock issuable upon the exercise of stock options held by Sillerman that are presently exercisable at $6.00 per share); and (ii) indirectly 18,657,121 shares of Common Stock (consisting of:  (A) 4,423,264 shares of Common Stock owned of record by Laura Baudo Sillerman, Sillerman’s spouse; (B) 390,626 shares of Common Stock issuable upon the exercise of warrants held by Sillerman’s spouse that are presently exercisable at $0.08 per share; (C) 2,777,778 shares of Common Stock issuable upon the exercise of warrants held by Sillerman’s spouse, half of which are presently exercisable at $0.10 per share and the other half of which are presently exercisable at $0.11 per shares; (D) 151,099 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by Sillerman’s spouse that are convertible at $0.2184 per share 11 ; (E) 362,637 shares of Common Stock issuable upon the exercise of warrants held by Sillerman’s spouse that are presently exercisable at $0.273 per share; (F) 257,732 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by Sillerman’s spouse that are convertible at $0.2328 per share 12 ; (G) 618,557 shares of Common Stock issuable upon the exercise of warrants held by Sillerman’s spouse that are presently exercisable at $0.291 per share; (H) 238,435 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by Sillerman’s spouse that are convertible at $0.2097 per share 13 ; (I) 572,410 shares of Common Stock issuable upon the exercise of warrants held by Sillerman’s spouse that are presently exercisable at $0.2621 per share; (J) 210,630 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by Sillerman’s spouse that are convertible at $0.1614 per share 1 4 ;
 

11  The Series A Convertible Preferred Shares are convertible, at the option of the holder, into shares of Common Stock at the above conversion price if at any time the closing price of the shares of Common Stock is at least the conversion price for ten (10) consecutive trading days. Each time, for a period of 60-days thereafter, the Series A Convertible Preferred Shares are convertible into the number of shares of Common Stock equal to the then current stated value (initially $1,000, subject to increase periodically to include any accrued and unpaid  dividends) divided by the conversion price.  Upon the earlier of: (x) consummation of the Issuer’s sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Issuer generates net proceeds of at least $25 million or (y) February 11, 2015 the Series A Convertible Preferred Shares shall automatically convert into the number of shares of Common Stock equal to the then current stated value divided by the conversion price.  If at any time the closing price of the shares of Common Stock is at least $1.82 for fifteen (15) consecutive trading days, the Issuer may redeem the outstanding Series A Convertible Preferred Shares at the then current stated value. The Series A Preferred Shares are redeemable each time in whole or in part for a period of 120-days thereafter.
 
12  The Series A Convertible Preferred Shares are convertible, at the option of the holder, into shares of Common Stock at the above conversion price if at any time the closing price of the shares of Common Stock is at least the conversion price for ten (10) consecutive trading days. Each time, for a period of 60-days thereafter, the Series A Convertible Preferred Shares are convertible into the number of shares of Common Stock equal to the then current stated value (initially $1,000, subject to increase periodically to include any accrued and unpaid  dividends) divided by the conversion price.  Upon the earlier of: (x) consummation of the Issuer’s sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Issuer generates net proceeds of at least $25 million or (y) March 5, 2015 the Series A Convertible Preferred Shares shall automatically convert into the number of shares of Common Stock equal to the then current stated value divided by the conversion price.  If at any time the closing price of the shares of Common Stock is at least $1.94 for fifteen (15) consecutive trading days, the Issuer may redeem the outstanding Series A Convertible Preferred Shares at the then current stated value. The Series A Preferred Shares are redeemable each time in whole or in part for a period of 120-days thereafter.

13  The Series A Convertible Preferred Shares are convertible, at the option of the holder, into shares of Common Stock at the above conversion price if at any time the closing price of the shares of Common Stock is at least the conversion price for ten (10) consecutive trading days. Each time, for a period of 60-days thereafter, the Series A Convertible Preferred Shares are convertible into the number of shares of Common Stock equal to the then current stated value (initially $1,000, subject to increase periodically to include any accrued and unpaid  dividends) divided by the conversion price.  Upon the earlier of: (x) consummation of the Issuer’s sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Issuer generates net proceeds of at least $25 million or (y) May 3, 2015 the Series A Convertible Preferred Shares shall automatically convert into the number of shares of Common Stock equal to the then current stated value divided by the conversion price.  If at any time the closing price of the shares of Common Stock is at least $1.74 for fifteen (15) consecutive trading days, the Issuer may redeem the outstanding Series A Convertible Preferred Shares at the then current stated value. The Series A Preferred Shares are redeemable each time in whole or in part for a period of 120-days thereafter.
 
14   The Series A Convertible Preferred Shares are convertible, at the option of the holder, into shares of Common Stock at the above conversion price if at any time the closing price of the shares of Common Stock is at least the conversion price for ten (10) consecutive trading days. Each time, for a period of 60-days thereafter, the Series A Convertible Preferred Shares are convertible into the number of shares of Common Stock equal to the then current stated value (initially $1,000, subject to increase periodically to include any accrued and unpaid  dividends) divided by the conversion price.  Upon the earlier of: (x) consummation of the Issuer’s sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Issuer generates net proceeds of at least $25 million or (y) July 7, 2015 the Series A Convertible Preferred Shares shall automatically convert into the number of shares of Common Stock equal to the then current stated value divided by the conversion price.  If at any time the closing price of the shares of Common Stock is at least $1.34 for fifteen (15) consecutive trading days, the Issuer may redeem the outstanding Series A Convertible Preferred Shares at the then current stated value. The Series A Preferred Shares are redeemable each time in whole or in part for a period of 120-days thereafter.
 
 
 
11

 
CUSIP No. 17256R-105 SCHEDULE 13D Page 12 of 16 Pages
 
(K) 505,575 shares of Common Stock issuable upon the exercise of warrants held by Sillerman’s spouse that are presently exercisable at $0.2018 per share; (L) 260,552 shares of Common Stock issuable upon the conversion of the Issuer’s Series B Convertible Preferred Shares held by Sillerman’s spouse that are convertible at $0.1919 per share 15 ; (M) 625,390 shares of Common Stock issuable upon the exercise of warrants held by Sillerman’s spouse that are presently exercisable at $0.2399 per share; (N) 560,600 shares of Common Stock issuable upon the conversion of the Issuer’s Series B Convertible Preferred Shares held by Sillerman’s spouse that are convertible at $0.2107 per share 16 ; (O) 1,138,952 shares of Common Stock issuable upon the exercise of warrants held by Sillerman’s spouse that are presently exercisable at $0.2634 per share; (P) 18,023 shares of Common Stock issuable upon the conversion of Series B Convertible Preferred Shares held by Sillerman’s spouse that are convertible at $0.4622 per share 17 ; (Q) 43,250 shares of Common Stock issuable upon the exercise of warrants held by Sillerman’s spouse that are presently exercisable at $0.5778 per share; and (R) 5,501,611 shares of Common Stock owned of record by Atlas), which shares of Common Stock represent in the aggregate approximately 41.4% of the 79,061,950 shares of Common Stock deemed outstanding for such purpose, calculated based upon the sum of (x) 65,076,161 shares of Common Stock outstanding as of the date of this Statement and (y) the 13,985,789 shares of Common Stock issuable upon exercise of the aforesaid stock options, Series A Convertible Preferred Shares, Series B Convertible Preferred Shares and warrants.
 

15   The Series B Convertible Preferred Shares are convertible, at the option of the holder, into shares of Common Stock at the above conversion price if at any time the closing price of the shares of Common Stock is at least the conversion price for ten (10) consecutive trading days. Each time, for a period of 60-days thereafter, the Series B Convertible Preferred Shares are convertible into the number of shares of Common Stock equal to the then current stated value (initially $1,000, subject to increase periodically to include any accrued and unpaid  dividends) divided by the conversion price.  Upon the earlier of: (x) consummation of the Issuer’s sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Issuer generates net proceeds of at least $25 million or (y) August 17, 2015 the Series B Convertible Preferred Shares shall automatically convert into the number of shares of Common Stock equal to the then current stated value divided by the conversion price.  If at any time the closing price of the shares of Common Stock is at least $1.59 for fifteen (15) consecutive trading days, the Issuer may redeem the outstanding Series B Convertible Preferred Shares at the then current stated value. The Series B Preferred Shares are redeemable each time in whole or in part for a period of 120-days thereafter.
 
16 The Series B Convertible Preferred Shares are convertible, at the option of the holder, into shares of Common Stock at the above conversion price if at any time the closing price of the shares of Common Stock is at least the conversion price for ten (10) consecutive trading days. Each time, for a period of 60-days thereafter, the Series B Convertible Preferred Shares are convertible into the number of shares of Common Stock equal to the then current stated value (initially $1,000, subject to increase periodically to include any accrued and unpaid  dividends) divided by the conversion price.  Upon the earlier of: (x) consummation of the Issuer’s sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Issuer generates net proceeds of at least $25 million or (y) September 27, 2015 the Series B Convertible Preferred Shares shall automatically convert into the number of shares of Common Stock equal to the then current stated value divided by the conversion price.  If at any time the closing price of the shares of Common Stock is at least $1.75 for fifteen (15) consecutive trading days, the Issuer may redeem the outstanding Series B Convertible Preferred Shares at the then current stated value. The Series B Preferred Shares are redeemable each time in whole or in part for a period of 120-days thereafter.
 
17 The Series B Convertible Preferred Shares are convertible, at the option of the holder, into shares of Common Stock at the above conversion price if at any time the closing price of the shares of Common Stock is at least the conversion price for ten (10) consecutive trading days. Each time, for a period of 60-days thereafter, the Series B Convertible Preferred Shares are convertible into the number of shares of Common Stock equal to the then current stated value (initially $1,000, subject to increase periodically to include any accrued and unpaid  dividends) divided by the conversion price.  Upon the earlier of: (x) consummation of the Issuer’s sale (or series of related sales) of its capital stock (or securities convertible into its capital stock) from which the Issuer generates net proceeds of at least $25 million or (y) March 7, 2016 the Series B Convertible Preferred Shares shall automatically convert into the number of shares of Common Stock equal to the then current stated value divided by the conversion price.  If at any time the closing price of the shares of Common Stock is at least $3.85 for fifteen (15) consecutive trading days, the Issuer may redeem the outstanding Series B Convertible Preferred Shares at the then current stated value. The Series B Preferred Shares are redeemable each time in whole or in part for a period of 120-days thereafter.
 
 
 
12

 
CUSIP No. 17256R-105 SCHEDULE 13D Page 13 of 16 Pages
 
Kanavos beneficially owns (i) directly 23,377,473 shares of Common Stock (consisting of: (A) 354,254 shares of Common Stock owned of record by Kanavos; (B) 11,619,273 shares of Common Stock owned of record by Kanavos and his spouse, Dayssi Olarte de Kanavos, as joint tenants; (C) 500,000 shares of Common Stock owned of record by the Paul C. Kanavos 2008 GRAT; (D) 1,142,860 shares of Common Stock issuable upon the exercise of presently exercisable warrants held by Kanavos and his spouse, half of which are exercisable at $4.50 per share and the other half of which are exercisable at $5.50 per share;  (E) 100,000 shares of Common Stock issuable upon the exercise of stock options held by Kanavos that are presently exercisable at $5.00 per share; (F) 100,000 shares of Common Stock issuable upon the exercise of stock options held by Kanavos that are presently exercisable at $6.00 per share; (G) 390,626 shares of Common Stock issuable upon the exercise of warrants held by Kanavos and his spouse that are presently exercisable at $0.08 per share; (H) 151,099 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by Kanavos and his spouse, as joint tenants, that are convertible at $0.2184 per share 18 ; (I) 2,777,778 shares of Common Stock issuable upon the exercise of warrants held by Kanavos and his spouse, half of which are presently exercisable at $0.10 per share and the other half of which are presently exercisable at $0.11 per share; (J) 257,732 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by Kanavos and his spouse, as joint tenants, that are convertible at $0.2328 per share 19 ; (K) 856,531 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by Kanavos and his spouse, as joint tenants, that are convertible at $0.2335 per share 20 ; (L) 369,913 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by Kanavos and his spouse, as joint tenants, that are convertible at $0.2433 per share 21 ; (M) 238,435 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by Kanavos and his spouse, as joint tenants, that are convertible at $0.2097 per share 22 ; (N)   572,410 shares of Common Stock issuable upon the exercise of warrants held by Kanavos and his spouse that are presently exercisable at $0.2621 per share; (O) 171,606 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by Kanavos and his spouse, as joint tenants, that are convertible at $0.1923 per share 23 ; (P) 411,984 shares of Common Stock issuable upon the exercise of warrants held by Kanavos and his spouse that are presently exercisable at $0.2403 per share; (Q) 210,630 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by Kanavos and his spouse that are convertible at $0.1614 per share 24 ;  (R) 505,575 shares of Common Stock issuable upon the exercise of warrants held by Kanavos and his spouse that are presently exercisable at $0.2018 per share; (S) 260,552 shares of Common Stock issuable upon the conversion of the Issuer’s Series B Convertible Preferred Shares held by Kanavos and his spouse that are convertible at $0.1919 per share 25 ; (T) 625,390 shares of Common Stock issuable upon the exercise of warrants held by Kanavos and his spouse that are presently exercisable at $0.2399 per share; (U) 560,600 shares of Common Stock issuable upon the conversion of the Issuer’s Series B Convertible Preferred Shares held by Kanavos and his spouse that are convertible at $0.2107 per share 26 ; (V) 1,138,952 shares of Common Stock issuable upon the exercise of warrants held by Kanavos and his spouse that are presently exercisable at $0.2634 per share; (W) 18,023 shares of Common Stock issuable upon the conversion of Series B Convertible Preferred Shares held by Kanavos and his spouse that are convertible at $0.4622 per share 27 ; and (X) 43,250 shares of Common Stock issuable upon the exercise of warrants held by Kanavos and his spouse that are presently exercisable at $0.5778 per share; and (ii) indirectly 16,558,481 shares of Common stock (consisting of: (A) 5,556,870 shares of Common Stock held by KDT; (B) 362,637 shares of Common Stock issuable upon the exercise of warrants held by KDT that are presently exercisable at $0.273 per share; (C) 618,557 shares of Common Stock issuable upon the exercise of warrants held by KDT that are presently exercisable at $0.291 per share; (D) 2,055,498 shares of Common Stock issuable upon the exercise of warrants held by KDT that are presently exercisable at $0.2919 per share; (E) 888,011 shares of Common Stock issuable upon the exercise of warrants held by KDT that are presently exercisable at $0.3041 per share; (F) 436,345 shares of Common Stock issuable upon the exercise of warrants held by KDT that are presently exercisable at $0.2621 per share; and (G) 5,501,611 shares of Common Stock (consisting of the shares of Common Stock owned of record by Atlas), which shares of Common Stock represent in the aggregate approximately 49.0% of the 81,480,107 shares of Common Stock deemed outstanding for such purpose, calculated based upon the sum of (x) 65,076,161 shares of Common Stock outstanding as of the date of this Statement and (y) the 16,403,946 shares of Common Stock issuable upon exercise of the aforesaid stock options, Series A Convertible Preferred Shares, Series B Preferred Shares and warrants.  Kanavos’ beneficial ownership excludes 500,000 shares of Common Stock owned of record by his spouse’s GRAT, the Dayssi Olarte de Kanavos 2008 GRAT.
 

18  See Note 11.
 
19  See Note 12.
 
21   See Note 9.
 
22  See Note 13.
 
23   See Note 10.
 
24 See Note 14 .
 
25  See Note 15.
 
26   See Note 16.
 
27 See Note 17.
 
 
13

 
CUSIP No. 17256R-105 SCHEDULE 13D Page 14 of 16 Pages
 
Torino beneficially owns (i) directly 176,238 shares of Common Stock (consisting of 176,238 shares of Common Stock owned of record by Torino) and (ii) indirectly 38,235,221 shares of Common Stock (consisting of:  (A) 7,240,419 shares of Common Stock owned of record by TTERB; (B) 2,142,858 shares of Common Stock issuable upon the exercise of presently exercisable warrants held by TTERB, half of which are exercisable at $4.50 per share and the other half of which are exercisable at $5.50 per share; (C) 390,626 shares of Common Stock issuable upon the exercise of warrants held by TTERB that are presently exercisable at $0.08 per share; (D) 2,777,778 shares of Common Stock issuable upon the exercise of warrants held by TTERB, half of which are presently exercisable at $0.10 per share and the other half of which are presently exercisable at $0.11 per share; (E) 151,099 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by TTERB that are convertible at $0.2184 per share 28 ; (F) 362,637 shares of Common Stock issuable upon the exercise of warrants held by TTERB that are presently exercisable at $0.273 per share; (G) 257,732 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by TTERB that are convertible at $0.2328 per share 29 ; (H) 618,557 shares of Common Stock issuable upon the exercise of warrants held by TTERB that are presently exercisable at $0.291 per share; (I) 856,531 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by TTERB that are convertible at $0.2335 per share 30 ; (J) 2,055,498 shares of Common Stock issuable upon the exercise of warrants held by TTERB that are presently exercisable at $0.2919 per share; (K) 369,913 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by TTERB that are convertible at $0.2433 per share 31 ; (L) 888,011 shares of Common Stock issuable upon the exercise of warrants held by TTERB that are presently exercisable at $0.3041 per share; (M) 238,435 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by TTERB that are convertible at $0.2097 per share 32 ; (N) 572,410 shares of Common Stock issuable upon the exercise of warrants held by TTERB that are presently exercisable at $0.2621 per share; (O) 171,606 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by TTERB that are convertible at $0.1923 per share 33 ; (P)   411,984 shares of Common Stock issuable upon the exercise of warrants held by TTERB that are presently exercisable at $0.2403 per share; (Q) 210,630 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Shares held by TTERB that are convertible at $0.1614 per share 34 ; (R) 505,575 shares of Common Stock issuable upon the exercise of warrants held by TTERB that are presently exercisable at $0.2018 per share; (S) 260,552 shares of Common Stock issuable upon the conversion of the Issuer’s Series B Convertible Preferred Shares held by TTERB that are convertible at $0.1919 per share 35 ; (T) 625,390 shares of Common Stock issuable upon the exercise of warrants held by TTERB that are presently exercisable at $0.2399 per share; (U) 560,600 shares of Common Stock issuable upon the conversion of the Issuer’s Series B Convertible Preferred Shares held by TTERB that are convertible at $0.2107 per share 36 ; (V) 1,138,952 shares of Common Stock issuable upon the exercise of warrants held by TTERB that are presently exercisable at $0.2634 per share; (W) 43,250 shares of Common Stock issuable upon the exercise of warrants held by TTERB that are presently exercisable at $0.5778 per share; (X) 18,023 shares of Common Stock issuable upon the conversion of Series B Convertible Preferred Shares held by TTERB that are convertible at $0.4622 per share 37 ; (Y) 7,781,210 shares of Common Stock held by TS; (Z) 1,041,667 shares of Common Stock issuable upon the exercise of warrants held by TS that are presently exercisable at $0.07 per share; (AA) 1,041,667 shares of Common Stock issuable upon the exercise of warrants held by TS that are presently exercisable at $0.08 per share; and (BB) 5,501,611 shares of Common Stock owned of record by Atlas), which shares of Common Stock represent in the aggregate approximately 46.4% of the 82,788,142 shares of Common Stock deemed outstanding for such purpose, calculated based upon the sum of (x) 65,076,161 shares of Common Stock outstanding as of the date of this Statement and (y) the 17,711,981 shares of Common Stock issuable upon exercise of the aforesaid Series A Convertible Preferred Shares, Series B Preferred Shares and warrants.
 

28  See Note 11.
 
29  See Note 12.
 
30   See Note 8.
 
31   See Note 9.
 
32  See Note 13.
 
33   See Note 10.
 
34   See Note 14.
 
35 See Note 15.
 
  See Note 16.
 
37 See Note 17.
 
 
14

 
 
CUSIP No. 17256R-105 SCHEDULE 13D Page 15 of 16 Pages
 
Atlas beneficially owns 5,501,611 shares of Common Stock, which represents approximately 8.5% of the 65,076,161 shares of Common Stock outstanding as of the date of this Statement.  Sillerman, Kanavos and Torino (through TTERB), by virtue of owning a combined approximately 76% voting interest in Atlas and serving as its directors and executive officers, also are deemed to have beneficial ownership of these shares of Common Stock.
 
(b) As of the date of this Statement:
 
Of the Common Stock reported herein as being beneficially owned by Sillerman, Sillerman possesses sole voting power and sole dispositive power over 9,350,263 shares of Common Stock and possesses shared voting power and dispositive power over 23,910,664 shares of Common Stock.
 
Of the Common Stock reported herein as being beneficially owned by Kanavos, Kanavos possesses sole voting and sole dispositive power over 1,034,254 shares of Common Stock and possesses shared voting power and dispositive power over 38,901,700 shares of Common Stock.
 
Of the Common Stock reported herein as being beneficially owned by KDT, KDT possesses shared voting power and dispositive power over 11,056,870 shares of Common Stock.
 
Of the Common Stock reported herein as being beneficially owned by Torino, Torino possesses sole voting and sole dispositive power over 176,238 shares of Common Stock and possesses shared voting power and dispositive power over 38,235,221shares of Common Stock.
 
Of the Common Stock reported herein as being beneficially owned by TTERB, TTERB  possesses shared voting power and dispositive power over 28,370,677 shares of Common Stock.
 
Of the Common Stock reported herein as being beneficially owned by TS, TS possesses shared voting power and dispositive power over 9,864,544 shares of Common Stock.
 
Of the Common Stock reported herein as being beneficially owned by Atlas, Atlas possesses shared voting power and dispositive power over all of the 5,501,611 shares of Common Stock.
 
(c) Except for the private transaction described in Item 3 above, the Reporting Persons have not effected any transactions in the Common Stock during the past sixty days.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 of the Statement is hereby amended to add the following information:
 
As reported in Item 3 above, on September 30, 2013, TS and the Huff Funds entered into the Purchase Agreement pursuant to which TS purchased, among other securities, an aggregate of 1,041,667 common stock purchase warrants to purchase up to 1,041,667 shares of Common Stock at an exercise price of $0.07 per share and an aggregate of 1,041,667 common stock purchase warrants to purchase up to 1,041,667 shares of Common Stock at an exercise price of $0.08 per share.  These common stock purchase warrants expire on September 4, 2016, are immediately exercisable, are subject to anti-dilution protection for stock splits and similar events and are identical in all respects except for their exercise prices. The foregoing description of these common stock purchase warrants is qualified in its entirety by reference to the text of the common stock purchase warrants, the form of which was previously filed herewith as Exhibit 15 and is incorporated herein by reference.  The Purchase Agreement is filed herewith as Exhibit 25 and is incorporated herein by reference.
 
On October 2, 2013, the Reporting Persons entered into a Fourth Amended and Restated Joint Filing Agreement. A copy of the Fourth Amended and Restated Joint Filing Agreement is filed herewith as Exhibit 26 and is incorporated herein by reference .
Item 7.
Material to be filed as Exhibits.
 
Item 7 of the Statement is hereby amended to add the following exhibit:
 
Exhibit Number   Description
     
25  
Securities Purchase and Sale Agreement dated as of September 30, 2013 by and between TS 2013 LLC and The Huff Alternative Fund, L.P. and The Huff Alternative Parallel Fund, L.P.
     
26  
Fourth Amended and Restated Joint Filing Agreement dated October 2, 2013 by and among Robert F.X. Sillerman, Paul C. Kanavos, Kanavos Dynasty Trust 2011, Brett Torino, TTERB Living Trust, TS 2013 LLC and Atlas Real Estate Funds, Inc.
 
 
 
 
15

 
 
SIGNATURES
 
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.
 
 
       
Dated: October 2, 2013
  /s/  Robert F.X. Sillerman  
   
Robert F.X. Sillerman
 
       
Dated: October 2, 2013
  /s/ Paul C. Kanavos  
   
Paul C. Kanavos
 
       
Dated: October 2,, 2013
 
Kanavos Dynasty Trust 2011
 
       
   
Deutsche Bank Trust Company Delaware, as Trustee
 
       
  By:
/s/ Donna G. Mitchell
 
   
Name: Donna G. Mitchell
 
   
Title: Vice President
 
       
    /s/ Edward A. Reznick  
   
Name: Edward A. Reznick
 
    Title: President  
       
Dated: October 2, 2013
  /s/ Brett Torino  
   
Brett Torino
 
       
Dated: October 2, 2013
 
TTERB Living Trust
 
       
    /s/ Brett Torino  
  By:
Brett Torino, as Trustee
 
       
Dated: October 2, 2013
 
TS 2013 LLC
 
       
  By: Onirot Living Trust dated  
    6/20/2000 (Member)  
       
    /s/ Brett Torino  
  By:
Brett Torino, as Trustee
 
       
Dated: October 2, 2013
 
Atlas Real Estate Funds, Inc.
 
       
  By:
/s/ Paul Kanavos
 
    Name: Paul Kanavos  
   
Title: President
 
 
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