-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H6DInb/AWgzNAZGOEbVXsXTRVuYfBL3vuo0+HHDLaZ67tF7/2UUQhII8MH7C29NL AIHk6ysVQxbgcjNI7EJUDQ== 0001218650-08-000014.txt : 20080214 0001218650-08-000014.hdr.sgml : 20080214 20080214155132 ACCESSION NUMBER: 0001218650-08-000014 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QIAO XING UNIVERSAL TELEPHONE INC CENTRAL INDEX KEY: 0001051846 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61859 FILM NUMBER: 08615103 BUSINESS ADDRESS: STREET 1: QIAO XING BUILDING WU SHI INDUSTRIAL ZON STREET 2: 011-86-752-2808188 CITY: HUIZHOU CITY GUANG D STATE: F4 ZIP: 80111 MAIL ADDRESS: STREET 1: WU SHI INDUSTRIAL ZONE STREET 2: HUIZHOU CITY GUANGDONG PEOPLES REP OF CH FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DKR CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001218650 IRS NUMBER: 340907152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1281 EAST MAIN STREET, 3RD FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-324-8400 SC 13G/A 1 xing12312007.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 13G (Rule 13d-102) ________________ INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* Qiao Xing Universal Telephone Inc. (Name of Issuer) Common Stock (Title of Class of Securities) G7303A109 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) ___________ * 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 in the remainder of this cover page shall not be deemed to be "filed" for the 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. G7303A109 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DKR Capital Partners, LP _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES _____________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock OWNED BY _____________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% *If the warrants were exercised and the convertible bonds were converted, the filer would hold over 9.99% of the Common Stock upon such exercise. Notwithstanding the foregoing, the warrants and convertible bonds both provide limitations on the exercise of such warrants and conversion of such convertible bonds, such that the number of shares of Common Stock that may be acquired by the holder upon exercise of the warrants and the conversion of the convertible bonds shall be limited to the extent necessary to ensure that following such exercise and conversion the total number of shares of Common Stock then beneficially owned by such holder does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise) for the purposes of Section 13(d) of the Exchange Act. _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IA _____________________________________________________________________________ CUSIP No. G7303A109 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DKR Oasis Management Company, LP _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES _____________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock OWNED BY _____________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% *If the warrants were exercised and the convertible bonds were converted, the filer would hold over 9.99% of the Common Stock upon such exercise. Notwithstanding the foregoing, the warrants and convertible bonds both provide limitations on the exercise of such warrants and conversion of such convertible bonds, such that the number of shares of Common Stock that may be acquired by the holder upon exercise of the warrants and the conversion of the convertible bonds shall be limited to the extent necessary to ensure that following such exercise and conversion the total number of shares of Common Stock then beneficially owned by such holder does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise) for the purposes of Section 13(d) of the Exchange Act. _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IA _____________________________________________________________________________ CUSIP No. G7303A109 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DKR Soundshore Oasis Holding Fund, Ltd. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES _____________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER OWNED 866,143 Warrants to Purchase 866,143 shares of Common Stock 47,150,000 Convertible Bonds convertible to 5,384,796 shares of Common Stock _____________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING _____________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 866,143 Warrants to Purchase 866,143 shares of Common Stock 47,150,000 Convertible Bonds convertible to 5,384,796 shares of Common Stock _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 866,143 Warrants to Purchase 866,143 shares of Common Stock 47,150,000 Convertible Bonds convertible to 5,384,796 shares of Common Stock _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% *If the warrants were exercised and the convertible bonds were converted, the filer would hold over 9.99% of the Common Stock upon such exercise. Notwithstanding the foregoing, the warrants and convertible bonds both provide limitations on the exercise of such warrants and conversion of such convertible bonds, such that the number of shares of Common Stock that may be acquired by the holder upon exercise of the warrants and the conversion of the convertible bonds shall be limited to the extent necessary to ensure that following such exercise and conversion the total number of shares of Common Stock then beneficially owned by such holder does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise) for the purposes of Section 13(d) of the Exchange Act. _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON OO _____________________________________________________________________________ CUSIP No. G7303A109 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cedar DKR Holding Fund, Ltd. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES _____________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 24,535 Warrants to Purchase 24,535 shares of Common Stock 3,850,000 Convertible Bonds convertible to 417,701 shares of Common Stock OWNED BY _____________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING _____________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 24,535 Warrants to Purchase 24,535 shares of Common Stock 3,850,000 Convertible Bonds convertible to 417,701 shares of Common Stock _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,535 Warrants to Purchase 24,535 shares of Common Stock 3,850,000 Convertible Bonds convertible to 417,701 shares of Common Stock _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.5% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON OO _____________________________________________________________________________ CUSIP No. G7303A109 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Seth Fischer _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES _____________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock _____________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING _____________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% *If the warrants were exercised and the convertible bonds were converted, the filer would hold over 9.99% of the Common Stock upon such exercise. Notwithstanding the foregoing, the warrants and convertible bonds both provide limitations on the exercise of such warrants and conversion of such convertible bonds, such that the number of shares of Common Stock that may be acquired by the holder upon exercise of the warrants and the conversion of the convertible bonds shall be limited to the extent necessary to ensure that following such exercise and conversion the total number of shares of Common Stock then beneficially owned by such holder does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise) for the purposes of Section 13(d) of the Exchange Act. _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IN _____________________________________________________________________________ CUSIP No. G7303A109 ITEM 1(a). NAME OF ISSUER: Qiao Xing Universal Telephone Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: Qiao Xing Industrial Park Tang Quan Huizhou City, Guangdong People's Republic of China 516023 ITEM 2(a). NAME OF PERSONS FILING: This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons": (i) DKR Capital Partners, L.P., a Delaware limited partnership ("DKR"), is a registered investment adviser and the managing general partner of DKR Oasis Management Company, LP, a Delaware limited partnership (the "Investment Manager"), which is the investment manager of DKR Soundshore Oasis Holding Fund, Ltd. ("Soundshore Oasis") and Cedar DKR Holding Fund, Ltd. ("Cedar") with respect to the Ordinary Shares reported in this Schedule 13G. (ii) DKR Oasis Management Company, LP, a Delaware limited partnership (the "Investment Manager"), is the investment manager of Soundshore Oasis and Cedar with respect to the Ordinary Shares reported in this Schedule 13G. (iii) DKR Soundshore Oasis Holding Fund, Ltd., a Cayman Islands exempted company ("Soundshore Oasis"), with respect to Ordinary Shares owned by it. (iv) Cedar DKR Holding Fund, Ltd., a Cayman Islands exempted company ("Cedar"), with respect to Ordinary Shares owned by it. (v) Seth Fischer ("Mr. Fischer") is responsible for the supervision and conduct of all investment activities of the Investment Manager, including all investment decisions with respect to the assets of Soundshore Oasis and Cedar, including the Ordinary Shares reported in this Schedule 13G owned by such investment funds. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OF PERSONS FILING: The address of the principal business office of each of DKR and the Investment Manager is 1281 East Main Street, Stamford, CT 06902. The address of the principal business office of each of Soundshore Oasis and Cedar is c/o Codan Trust Company (Cayman) Ltd., Cricket Square, Hutchins Drive, George Town, Grand Cayman, KY1-1111. The address of the principal business office of Mr. Fischer is Suite 2608, 26th Floor, Two Exchange Square, Central, Hong Kong. ITEM 2(c). CITIZENSHIP: DKR and the Investment Manager are Delaware limited partnerships. Soundshore Oasis and Cedar are Cayman Islands exempted companies. Mr. Fischer is a United States citizen. CUSIP No. G7303A109 ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(e). CUSIP NUMBER: G7303A109 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Act; (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act; (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940; (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d- 1(b)(1)(ii)(E); (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d- 1(b)(1)(ii)(F); (g) [ ] Parent Holding Company, in accordance with Rule 13d- 1(b)(ii)(G); (h) [ ] Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX. [x] CUSIP No. G7303A109 ITEM 4. OWNERSHIP. DKR is a registered investment adviser and the managing general partner of the Investment Manager, which is the investment manager of Soundshore Oasis and Cedar with respect to which it has voting and dispositive authority over the Ordinary Shares reported in this Schedule 13G. Mr. Fischer is responsible for the supervision of all investment activities of the Investment Manager, including all investment decisions with respect to the assets of Soundshore Oasis and Cedar, and therefore may be deemed to be the beneficial owner of the Ordinary Shares owned by such investment funds reported in this Schedule 13G. Each of DKR, the Investment Manager and Mr. Fischer hereby disclaims beneficial ownership of any such Ordinary Shares. A. DKR (a) Amount beneficially owned: 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock (b) Percent of class: 9.9% *If the warrants were exercised and the convertible bonds were converted, the filer would hold over 9.99% of the Common Stock upon such exercise. Notwithstanding the foregoing, the warrants and convertible bonds both provide limitations on the exercise of such warrants and conversion of such convertible bonds, such that the number of shares of Common Stock that may be acquired by the holder upon exercise of the warrants and the conversion of the convertible bonds shall be limited to the extent necessary to ensure that following such exercise and conversion the total number of shares of Common Stock then beneficially owned by such holder does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise) for the purposes of Section 13(d) of the Exchange Act. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to vote or to direct the vote 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 B. Investment Manager (a) Amount beneficially owned: 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock (b) Percent of class: 9.9% *If the warrants were exercised and the convertible bonds were converted, the filer would hold over 9.99% of the Common Stock upon such exercise. Notwithstanding the foregoing, the warrants and convertible bonds both provide limitations on the exercise of such warrants and conversion of such convertible bonds, such that the number of shares of Common Stock that may be acquired by the holder upon exercise of the warrants and the conversion of the convertible bonds shall be limited to the extent necessary to ensure that following such exercise and conversion the total number of shares of Common Stock then beneficially owned by such holder does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise) for the purposes of Section 13(d) of the Exchange Act. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to vote or to direct the vote 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock C. Soundshore Oasis (a) Amount beneficially owned: 866,143 Warrants to Purchase 866,143 shares of Common Stock 47,150,000 Convertible Bonds convertible to 5,384,796 shares of Common Stock (b) Percent of class: 9.9% *If the warrants were exercised and the convertible bonds were converted, the filer would hold over 9.99% of the Common Stock upon such exercise. Notwithstanding the foregoing, the warrants and convertible bonds both provide limitations on the exercise of such warrants and conversion of such convertible bonds, such that the number of shares of Common Stock that may be acquired by the holder upon exercise of the warrants and the conversion of the convertible bonds shall be limited to the extent necessary to ensure that following such exercise and conversion the total number of shares of Common Stock then beneficially owned by such holder does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise) for the purposes of Section 13(d) of the Exchange Act. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 866,143 Warrants to Purchase 866,143 shares of Common Stock 47,150,000 Convertible Bonds convertible to 5,384,796 shares of Common Stock (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition 866,143 Warrants to Purchase 866,143 shares of Common Stock 47,150,000 Convertible Bonds convertible to 5,384,796 shares of Common Stock D. Cedar (a) Amount beneficially owned: 24,535 Warrants to Purchase 24,535 shares of Common Stock 3,850,000 Convertible Bonds convertible to 417,701 shares of Common Stock (b) Percent of class: 1.5% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 24,535 Warrants to Purchase 24,535 shares of Common Stock 3,850,000 Convertible Bonds convertible to 417,701 shares of Common Stock (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition 24,535 Warrants to Purchase 24,535 shares of Common Stock 3,850,000 Convertible Bonds convertible to 417,701 shares of Common Stock E. Mr. Fischer (a) Amount beneficially owned: 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock (b) Percent of class: 9.9% *If the warrants were exercised and the convertible bonds were converted, the filer would hold over 9.99% of the Common Stock upon such exercise. Notwithstanding the foregoing, the warrants and convertible bonds both provide limitations on the exercise of such warrants and conversion of such convertible bonds, such that the number of shares of Common Stock that may be acquired by the holder upon exercise of the warrants and the conversion of the convertible bonds shall be limited to the extent necessary to ensure that following such exercise and conversion the total number of shares of Common Stock then beneficially owned by such holder does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise) for the purposes of Section 13(d) of the Exchange Act. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition 890,677 Warrants to Purchase 890,677 shares of Common Stock 51,000,000 Convertible Bonds convertible to 5,802,496 shares of Common Stock ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. DKR is the managing general partner of the Investment Manager, which is the investment manager of Soundshore Oasis and Cedar with respect to which it has voting and dispositive authority over the Ordinary Shares reported in this Schedule 13G. Mr. Fischer is responsible for the supervision and conduct of all investment activities of the Investment Manager, including all investment decisions with respect to the assets of Soundshore Oasis and Cedar, and therefore may be deemed to be the beneficial owner of the Ordinary Shares owned by such investment funds reported in this Schedule 13G. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See Item 4. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c)) Each of the Reporting Persons hereby make the following certification: By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 14, 2007 /s/ Barbara Burger ___________________________________ DKR CAPITAL PARTNERS, LP By Barbara Burger President and General Counsel /s/ Barbara Burger ___________________________________ DKR OASIS MANAGEMENT COMPANY, LP By DKR CAPITAL PARTNERS, LP, its managing general partner; By Barbara Burger President and General Counsel /s/ Barbara Burger ___________________________________ DKR SOUNDSHORE OASIS HOLDING FUND, Ltd. By Barbara Burger Director /s/ Barbara Burger ___________________________________ CEDAR DKR HOLDING FUND, Ltd. By Barbara Burger Director /s/ Seth Fischer ___________________________________ Seth Fischer -----END PRIVACY-ENHANCED MESSAGE-----