-----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, WhZJ6ij5lR5ZcHl7p8nxAyaCRZ9BlNL63ISk9dVpj9FEmVudiDw8Rj68QSQv2CqC 8Orwo+8Ucb3XyeLxG16L3g== 0001019056-09-000009.txt : 20090106 0001019056-09-000009.hdr.sgml : 20090106 20090106171609 ACCESSION NUMBER: 0001019056-09-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090106 DATE AS OF CHANGE: 20090106 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: VISION CAPITAL ADVISORS, LLC GROUP MEMBERS: VISION OPPORTUNITY MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Nuevo Financial Center, Inc. CENTRAL INDEX KEY: 0001119689 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 233048444 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59609 FILM NUMBER: 09510874 BUSINESS ADDRESS: STREET 1: 9348 BASILE ROUTHIER STREET 2: MONTREAL QUEBEC CITY: CANADA H2M 1T8 STATE: A8 ZIP: 00000 BUSINESS PHONE: 5142586441 MAIL ADDRESS: STREET 1: 9348 BASILE ROUTHIER STREET 2: MONTREAL QUEBEC CITY: CANADA H2M 1T8 STATE: A8 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: MILLENNIUM CAPITAL VENTURE HOLDINGS INC DATE OF NAME CHANGE: 20010829 FORMER COMPANY: FORMER CONFORMED NAME: HUB CORP DATE OF NAME CHANGE: 20010711 FORMER COMPANY: FORMER CONFORMED NAME: MILLENNIUM CAPITAL VENTURE HOLDINGS INC DATE OF NAME CHANGE: 20000718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-849-8242 MAIL ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 nuevo_13da2.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* Nuevo Financial Center, Inc. ------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ------------------------------------------------------- (Title of Class of Securities) 670510106 ------------------------------------------------------- (CUSIP Number) Vision Capital Advisors, LLC 20 West 55th Street, 5th Floor New York, NY 10019 Attention: Kim Gabriel Tel: 212.849.8225 ------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 30, 2008 ------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. 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 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 the purpose of Section 18 of the Securities Exchange Act of 1934 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.) Page 1 of 7 pages CUSIP No.: 670510106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Adam Benowitz 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON IN Page 2 of 7 pages CUSIP No.: 670510106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vision Opportunity Master Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 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) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON CO Page 3 of 7 pages CUSIP No.: 670510106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital Management, LLC) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON IA Page 4 of 7 pages Explanatory Note ---------------- This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") is being filed with respect to the beneficial ownership of common stock, par value $0.001 per share (the "Common Stock"), of Nuevo Financial Center, Inc., a Delaware corporation (the "Company" or the "Issuer"). This Amendment No. 2 supplements Item 4 and amends and restates in its entirety Item 5 of the Schedule 13D (as amended) previously filed by (i) Vision Opportunity Master Fund, Ltd., a Cayman Islands limited company (the "Fund."), (ii) Vision Capital Advisors, LLC, a Delaware limited liability company (formerly known as Vision Opportunity Capital Management, LLC) (the "Investment Manager"), and (iii) Adam Benowitz, a United States citizen (all of the foregoing, collectively, the "Reporting Persons"). ITEM 4. Purpose of Transaction. December 2008 Transaction On December 30, 2008, the Fund sold the following securities in a bulk sale (together with several of the Fund's other holdings) to a registered broker-dealer ("December Transaction"). The aggregate purchase price for all of the securities sold (including those set forth below) in the December Transaction was $1,000.00. The December Transaction included the following Issuer's securities: o 6,482,500 shares of Common Stock; o Series A Warrant exercisable into 1,000,000 shares of Common Stock with an initial exercise price of $0.50 per share (November 1, 2011 expiration date); o Series A Warrant exercisable into 1,000,000 shares of Common Stock with an initial exercise price of $0.50 per share (May 3, 2011 expiration date); o Series A Warrant exercisable into 200,000 shares of Common Stock with an initial exercise price of $0.50 per share (April 11, 2012 expiration date); o Series A Warrant exercisable into 300,000 shares of Common Stock with an initial exercise price of $0.50 per share (May 25, 2012 expiration date); o Series A Warrant exercisable into 500,000 shares of Common Stock with an initial exercise price of $0.50 per share (June 29, 2012 expiration date); o Series B Warrant exercisable into 500,000 shares of Common Stock with an initial exercise price of $1.00 per share (November 1, 2011 expiration date); o Series B Warrant exercisable into 500,000 shares of Common Stock with an initial exercise price of $1.00 per share (May 3, 2011 expiration date); o Series B Warrant exercisable into 100,000 shares of Common Stock with an initial exercise price of $1.00 per share (April 11, 2012 expiration date); o Series B Warrant exercisable into 150,000 shares of Common Stock with an initial exercise price of $1.00 per share (May 25, 2012 expiration date); o Series B Warrant exercisable into 250,000 shares of Common Stock with an initial exercise price of $1.00 per share (June 29, 2012 expiration date); o Secured Convertible Note in the amount of $200,000, convertible into 1,000,000 shares of Common Stock at a conversion price of $0.20 per share; and o Secured Convertible Note in the amount of $500,000, convertible into 2,500,000 shares of Common Stock at a conversion price of $0.20 per share. Page 5 of 7 pages Following the December Transaction, the Fund still owned a Unit Purchase Warrant acquired in the November 2006 Transaction (described in Item 4 of the Reporting Persons' Amendment No. 1 to Schedule 13D filed on November 8, 2007). The Fund has deemed such warrant to be worthless and no longer a viable asset. ITEM 5. Interest in Securities of the Issuer. (a) The Fund, the Investment Manager and Mr. Benowitz no longer beneficially own (directly or indirectly) any shares of Common Stock. (b) As the Reporting Persons no longer beneficially own any shares of Common Stock, they no longer have any shared power (with each other and not with any third party), to vote or direct the vote of and to dispose or direct the disposition of any shares of the Issuer's Common Stock. (c) Other than as set forth in Item 4 above, no transactions in the Common Stock have been effected by the Reporting Persons or, to the knowledge of the Reporting Persons, the Directors and Officers, in the last sixty (60) days. (d) Not applicable. (e) On December 30, 2008, the Reporting Persons ceased to be beneficial owners of any shares of the Issuer's Common Stock. Page 6 of 7 pages SIGNATURE 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: January 6, 2009 ADAM BENOWITZ VISION CAPITAL ADVISORS, LLC VISION OPPORTUNITY MASTER FUND, LTD. By: /s/ Adam Benowitz ------------------------------------- Adam Benowitz, for himself, as Managing Member of the Investment Manager and as Director of the Fund Page 7 of 7 pages -----END PRIVACY-ENHANCED MESSAGE-----