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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option | $ 1 | 08/19/2005 | J | 500,000 | 09/18/2005 | 08/19/2010 | Common Stock | 500,000 | (2) | 500,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DT Crystal Holdings Ltd. P.O. BOX N-9934, 2ND FL. ANSBACHER HOUSE, SHIRLEY AND EAST STREET NASSAU, C5 |
X |
DT Crystal Holdings Ltd., By /s/ Alan E. Cole, Director, Redcorn Consultants Limited and /s/ Michelle Patrice Bain, Secretary, Redcorn Consultants Limited | 11/14/2005 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Please see footnote below. |
(2) | Please see footnote below. |
Remarks: On August 19, 2005, XL Generation International Inc. (the "Company") entered into and closed a Share Exchange Agreement (the "Share Exchange Agreement") with XL Generation AG ("XLG"). Pursuant to the terms of the Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of XLG in exchange for the issuance to XLG's shareholders of 15,000,000 shares of restricted common stock (the "Common Stock") of the Company. In connection with the Share Exchange Agreement, the Company has revised its capital structure. Pursuant to such actions, DT Crystal Holdings Ltd., the controlling shareholder of the Company prior to entry into the Share Exchange Agreement, as inducement to the shareholders of XLG to enter into the Share Exchange Agreement, agreed to cancel four million shares of the Company's Common Stock and accept in consideration thereof an option exercisable for 500,000 shares of the Company. In addition, the Company has made a stock dividend to shareholders of record of the Company of 9 shares of Common Stock for each share of Common Stock held as of August 29, 2005, provided, however, each of DT Crystal Holdings Ltd. and the former shareholders of XLG waived their respective rights to such stock dividend. After giving effect to such cancellation, stock dividend and such dividend waivers, DT Crystal Holdings Ltd. now holds the right to acquire approximately 1.9% of the Company's issued and outstanding stock upon exercise of an option at an exercise price of $1.00 per share. |