SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STANFORD INTERNATIONAL BANK LTD

(Last)

(First)

(Middle)

NO. 11 PAVILION DRIVE

(Street)

ST. JOHN'S

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEALTH SYSTEMS SOLUTIONS INC [ HSSO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								5,396,589	D
Series C Convertible Preferred Stock⁽¹⁾								4,625,000	D
Series D Convertible Preferred Stock⁽⁴⁾	04/10/2008	04/10/2008	P		300,000	A	$2	1,137,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Debenture Warrants to purchase common stock	$1							08/17/2007	08/17/2012	Common Stock	625,000		625,000	D
8% Convertible Debenture⁽²⁾	$2							08/17/2007	08/17/2011	Series D Convertible Preferred Stock	2,500,000⁽²⁾⁽³⁾		2,500,000	D

Explanation of Responses:

1. Each share of Series C Convertible Preferred Stock is convertible into one-half share of the Company's common stock and is entitled to one-half vote per share.

2. The Debenture is convertible, at the option of Stanford International Bank Ltd., in whole or in part, into shares of the Company's Series D Convertible Preferred Stock (the "Series D Preferred Stock"). Each share of the Series D Preferred Stock is convertible into one-half share of the Company's common stock and is entitled to one-half vote per share.

3. Pursuant to the terms of the Debenture, the number of shares of Series D Preferred Stock into which the Debenture may be converted shall be determined by dividing the aggregate principal amount plus any accrued and unpaid interest thereon by the applicable conversion price; the calculation of 2,500,000 shares, therefor, assumes no interest has accrued as of the date of conversion.

4. Each share of Series D Preferred Stock is convertible into one-half shares of the Company's common stock and is entitled to one-half vote per share.

	James M. Davis, Chief Financial Officer	04/14/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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