SEC FORM 3/A

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

DEZWIREK PHILLIP

(Last)

(First)

(Middle)

505 UNIVERSITY AVENUE

SUITE 1400

(Street)

TORONTO

M5G 1X3

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2006

3. Issuer Name and Ticker or Trading Symbol
API Nanotronics Corp. [ APIO ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
11/08/2006

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,653,880⁽¹⁾	I	By Can-Med Technology, Inc. d/b/a Green Diamond Oil Corp.⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Exchangeable shares of RVI Sub, Inc.	⁽³⁾	⁽³⁾	Common Stock	0	⁽³⁾	I	By Can-Med Technology, Inc. d/b/a Green Diamond Oil Corp.
Exchangeable shares of RVI Sub, Inc.	11/06/2006	⁽⁴⁾	Common Stock	4,499,960⁽⁵⁾	⁽⁶⁾	D

Explanation of Responses:

1. The original Form 3 incorrectly listed 2,611,780 of these shares of common stock as exchangeable shares, and also incorrectly identified these shares in two Forms 4 filed by the reporting person after his original Form 3 was filed. Also, 1,042,100 shares of common stock included in this amended Form 3 were omitted from the original Form 3, and also were omitted from two Forms 4 filed by the reporting person after his original Form 3 was filed.

2. These shares are beneficially owned by Can-Med Technology, Inc. d/b/a Green Diamond Oil Corp., which is controlled by Icarus Investment Corp., which is owned 50% by filer. Filer is an indirect beneficial owner of these reported securities.

3. The original Form 3 incorrectly identified 2,611,780 common stock shares owned by Can-Med Technology, Inc. d/b/a Green Diamond Oil Corp. as Exchangeable Shares, which shares are now listed as common stock in this amended Form 3, and incorrectly identified such shares in two Forms 4 filed by the reporting person after his original Form 3 was filed.

4. The Issuer can require the exchange of the Exchangeable Shares for Issuer's common stock commencing November 6, 2016, or sooner under specified circumstances.

5. 164,960 of these shares were omitted from the original Form 3, and also were omitted from two Forms 4 filed by the reporting person after his original Form 3 was filed.

6. The shares are convertible on a 1-for-1 basis.

	Phillip DeZwirek	10/19/2007
	** 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 5 (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.
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 Number.