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^*

VISION OPPORTUNITY MASTER FUND, LTD.

(Last)

(First)

(Middle)

20 W. 55TH STREET, 5TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Juma Technology Corp. [ JUMT.OB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2008

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

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

	Form filed by One Reporting Person
X	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	09/25/2008		J⁽²⁾		422,556	A	⁽²⁾	422,556	D⁽¹⁾

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)
Series A Preferred Stock	⁽³⁾	09/23/2008		S			1,901,087	⁽³⁾	⁽³⁾	Common Stock ($0.0001 par value)	1,901,087	$0.3249	6,432,246	D⁽¹⁾
Series B Preferred Stock	$0.6	09/23/2008		S			113,609	⁽⁴⁾	⁽⁴⁾	Common Stock ($0.0001 par value)	1,136,090	$3.2484	1,196,891	D⁽¹⁾
Series B Preferred Stock	$0.6	09/23/2008		S			114,065	⁽⁴⁾	⁽⁴⁾	Common Stock ($0.0001 par value)	1,140,650	$0.6582	1,082,826	D⁽¹⁾
Series B Preferred Stock	$0.6	09/23/2008		S			71,290.6	⁽⁴⁾	⁽⁴⁾	Common Stock ($0.0001 par value	712,906	$4	1,011,535.4	D⁽¹⁾
Series B Warrant (right to buy)	$0.75	09/23/2008		S			1,425,812	⁽⁵⁾⁽⁶⁾	08/16/2012	Common Stock ($0.0001 par value)	1,425,812	$0	4,824,188	D⁽¹⁾
Series C Warrant (right to buy)	$4	09/23/2008		S			71,290.6	⁽⁷⁾	10/16/2008	Series B Preferred Stock	71,290.6	$0	241,209.4	D⁽¹⁾
Senior Secured 10% Convertible Promissory Note	$0.6	09/23/2008		S			$1,368,782	⁽⁸⁾	11/29/2010	Common Stock ($0.0001 par value	2,281,303	$731,100	$4,631,218	D⁽¹⁾

1. Name and Address of Reporting Person^*

VISION OPPORTUNITY MASTER FUND, LTD.

(Last)

(First)

(Middle)

20 W. 55TH STREET, 5TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

THOMSON ROBERT

(Last)

(First)

(Middle)

20 W. 55TH STREET, 5TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The reported securities are owned directly by Vision Opportunity Master Fund, Ltd. (the "Fund"). Mr. Thomson disclaims beneficial ownership of all securities reported herein, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Thomson is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.

2. Pursuant to the terms of the Senior Secured 10% Convertible Promissory Notes, the Issuer elected to pay interest accrued thereon through June 30, 2008 in common shares.

3. The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, on a one-for-one basis into shares of Common Stock, and has no expiration date. The Fund may not acquire shares of Common Stock upon conversion of the Series A Convertible Preferred Stock to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund and its affiliates would exceed 4.99% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion can be waived at any time by the Fund upon 61 days notice.

4. The Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock"), is convertible at any time, at the holder's election, and has no expiration date. The Fund may not acquire shares of Common Stock upon conversion of the Series B Preferred Stock to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund and its affiliates would exceed 4.99% of the issued and outstanding shares of Common Stock of the Issuer; provided, however, that upon the Fund providing the Company with sixty-one (61) days notice that the Fund would like to waive this restriction of on conversion, this restriction shall be of no force or effect with regard to those shares of Series B Preferred Stock referenced in such notice.

5. This Warrant is presently exercisable into shares of Common Stock at any time, at the holder's option, equal to the pro rata amount of the number of shares that have been exercised by the Fund pursuant to the Series C Warrant. However, the Fund may not acquire shares of Common Stock upon exercise of these securities to the extent that, upon exercise, the number of shares of Common Stock beneficially owned by the Fund would exceed 4.99% of the issued and outstanding shares of Common Stock of the Issuer; provided, however, that upon the Fund providing the Issuer with sixty-one (61) days notice that the Fund would like to waive this restriction with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this restriction will be of no force or effect with regard to all or a portion of the Warrant referenced in such notice; (Continued - Footnote 6)

6. provided, further, that this provision shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of this Warrant.

7. This Warrant is presently exercisable, at the Fund's option, into shares of Series B Preferred Stock.

8. The Senior Secured 10% Convertible Promissory Notes are convertible into shares of Common Stock at any time at the option of the Fund. However, the Fund may not acquire shares of Common Stock upon conversion of the Senior Secured 10% Convertible Promissory Notes to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund and its affiliates would exceed 4.99% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion can be waived at any time by the Fund upon 61 days notice.

Remarks:

This report is filed jointly by Robert Thomson and the Fund. Robert Thomson is a director of the Issuer. The Fund may also be deemed a director by virtue of its rights to nominate a representative to serve on the Issuer's board of directors. Robert Thomson currently serves as the Fund's representative on the Issuer's board.

	/s/ Robert Thomson	09/26/2008
	/s/ Adam Benowitz As a Director of the Fund.	09/26/2008
	** Signature of Reporting Person	Date
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