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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2270 (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 at End of Issuer's Fiscal Year (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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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| 9 1/2% Secured Convertible Note Due August 1, 2010 | $ 0.2 (1) | 10/24/2008(2) | Â | A | $ 450,000 (2) | Â | 10/24/2008 | 08/01/2010 | Common Stock | $ 450,000 (2) | $ 450,000 (2) | See (3) | ||
| 9 1/2% Secured Convertible Note Due August 1, 2010 | $ 0.2 (1) | 12/23/2008(4) | Â | A | $ 450,000 (4) | Â | 12/23/2008 | 08/01/2010 | Common Stock | $ 450,000 (4) | $ 450,000 (4) | See (3) | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ELLIOTT ASSOCIATES, L.P. 712 FIFTH AVE NEW YORK, NY 10019 |
 |  X |  |  |
| Elliot Greenberg, VP of Braxton Associates, Inc., as GP of Elliott Capital Advisors, L.P., as GP of Elliott Associates, L.P. | 03/23/2009 | |
| **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) | On August 18, 2008, the issuer and Manchester Securities Corp. ("Manchester"), a wholly-owned subsidiary of Elliott Associates, L.P. ("Elliott Associates"), entered into a loan agreement. Under the terms of the loan agreement, the issuer may draw down, from time to time, up to $1,350,000 principal amount of loans. Each draw down under of the line of credit is evidenced by a 9 1/2% Secured Convertible Note Due August 1, 2010 (the "Convertible Note"). The Convertible Note is convertible into shares of common stock at a fixed conversion price of $0.20 per share. The number of shares into which the Convertible Note converts shall be adjusted according to typical anti-dilution provisions. More information about the Convertible Notes can be found in the Form 8-K filed by the issuer with the Securities and Exchange Commission on August 18, 2008. |
| (2) | On October 24, 2008, the issuer drew down $450,000 on the Convertible Note. This $450,000 is convertible into 2,250,000 shares of common stock. |
| (3) | Elliott Associates owns the Convertible Note reported on this Form 4 indirectly through Manchester. |
| (4) | On December 23, 2008, the issuer drew down $450,000 on the Convertible Note. This $450,000 is convertible into 2,250,000 shares of common stock. |