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)

C/O VISION CAPITAL ADVISORS, LLC

20 WEST 55TH STREET, 5TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nuevo Financial Center, Inc. [ NVFN ]

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)
11/01/2006

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	04/11/2007		C		500,000	A	$0.2	500,000	D
Common Stock	04/11/2007		C		500,000	A	$0.2	500,000	I	Footnote⁽¹⁾
Common Stock	04/11/2007		X		500,000	A	$0.2	1,000,000	D
Common Stock	04/11/2007		X		500,000	A	$0.2	1,000,000	I	Footnote⁽¹⁾
Common Stock	05/17/2007		S		10,000	D	$0.5	990,000	D
Common Stock	05/17/2007		S		10,000	D	$0.5	990,000	I	Footnote⁽¹⁾
Common Stock	05/17/2007		S		7,500	D	$0.57	982,500	D
Common Stock	05/17/2007		S		7,500	D	$0.57	982,500	I	Footnote⁽¹⁾
Common Stock	05/25/2007		X		750,000	A	$0.2	1,732,500	D
Common Stock	05/25/2007		X		750,000	A	$0.2	1,732,500	I	Footnote⁽¹⁾
Common Stock	05/25/2007		C		1,000,000	A	$0.2	2,732,500	D
Common Stock	05/25/2007		C		1,000,000	A	$0.2	2,732,500	I	Footnote⁽¹⁾
Common Stock	06/29/2007		X		1,250,000	A	$0.2	2,982,500	D
Common Stock	06/29/2007		X		1,250,000	A	$0.2	2,982,500	I	Footnote⁽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)
Secured Convertible Note	$0.2	11/01/2006		A		1		⁽²⁾	⁽⁹⁾	Common Stock	2,500,000	$500,000	1	D
Secured Convertible Note	$0.2	11/01/2006		A		1		⁽²⁾	⁽⁹⁾	Common Stock	2,500,000	$500,000	1	I	Footnote⁽¹⁾
A Warrant	$0.5	11/01/2006		A		1		⁽²⁾	11/01/2011	Common Stock	1,000,000	⁽¹⁰⁾	2	D
A Warrant	$0.5	11/01/2006		A		1		⁽²⁾	11/01/2011	Common Stock	1,000,000	⁽¹⁰⁾	2	I	Footnote⁽¹⁾
B Warrant	$1	11/01/2006		A		1		⁽²⁾	11/01/2011	Common Stock	500,000	⁽¹⁰⁾	2	D
B Warrant	$1	11/01/2006		A		1		⁽²⁾	11/01/2011	Common Stock	500,000	⁽¹⁰⁾	2	I	Footnote⁽¹⁾
Unit Purchase Warrant	⁽³⁾	11/01/2006		A		1		⁽³⁾	⁽¹¹⁾	Common Stock, A Warrants, B Warrants	⁽³⁾	⁽¹⁰⁾	2	D
Unit Purchase Warrant	⁽³⁾	11/01/2006		A		1		⁽³⁾	⁽¹¹⁾	Common Stock, A Warrants, B Warrants	⁽³⁾	⁽¹⁰⁾	2	I	Footnote⁽¹⁾
Secured Convertible Note	$0.2	04/11/2007		C			0⁽⁴⁾	04/11/2007	12/31/2007	Common Stock	2,000,000	$0	1⁽⁴⁾	D
Secured Convertible Note	$0.2	04/11/2007		C			0⁽⁴⁾	04/11/2007	12/31/2007	Common Stock	2,000,000	$0	1⁽⁴⁾	I	Footnote⁽¹⁾
Unit Purchase Warrant	⁽⁵⁾	04/11/2007		X			0⁽⁵⁾	04/11/2007	⁽¹¹⁾	Common Stock, A Warrants, B Warrants	0⁽⁵⁾	$0	0⁽⁵⁾	D
Unit Purchase Warrant	⁽⁵⁾	04/11/2007		X			0⁽⁵⁾	04/11/2007	⁽¹¹⁾	Common Stock, A Warrants, B Warrants	0⁽⁵⁾	$0	0⁽⁵⁾	I	Footnote⁽¹⁾
A Warrant	$0.5	04/11/2007		X		1⁽⁵⁾		⁽²⁾	04/11/2012	Common Stock	200,000	$0	0⁽⁵⁾	D
A Warrant	$0.5	04/11/2007		X		1⁽⁵⁾		⁽²⁾	04/11/2012	Common Stock	200,000	$0	0⁽⁵⁾	I	Footnote⁽¹⁾
B Warrant	$1	04/11/2007		X		1⁽⁵⁾		⁽²⁾	04/11/2012	Common Stock	100,000	$0	0⁽⁵⁾	D
B Warrant	$1	04/11/2007		X		1⁽⁵⁾		⁽²⁾	04/11/2012	Common Stock	100,000	$0	0⁽⁵⁾	I	Footnote⁽¹⁾
Unit Purchase Warrant	⁽⁶⁾	05/25/2007		X			0⁽⁶⁾	05/25/2007	⁽¹¹⁾	Common Stock, A Warrants, B Warrants	0⁽⁶⁾	$0	0	D
Unit Purchase Warrant	⁽⁶⁾	05/25/2007		X			0⁽⁶⁾	05/25/2007	⁽¹¹⁾	Common Stock, A Warrants, B Warrants	0⁽⁶⁾	$0	0	I	Footnote⁽¹⁾
A Warrant	$0.5	05/25/2007		X		1⁽⁶⁾		⁽²⁾	05/25/2012	Common Stock	300,000	$0	0⁽⁶⁾	D
A Warrant	$0.5	05/25/2007		X		1⁽⁶⁾		⁽²⁾	05/25/2012	Common Stock	300,000	$0	0⁽⁶⁾	I	Footnote⁽¹⁾
B Warrant	$1	05/25/2007		X		1⁽⁶⁾		⁽²⁾	05/25/2012	Common Stock	150,000	$0	0⁽⁶⁾	D
B Warrant	$1	05/25/2007		X		1⁽⁶⁾		⁽²⁾	05/25/2012	Common Stock	150,000	$0	0⁽⁶⁾	I	Footnote⁽¹⁾
Secured Convertible Note	$0.2	05/25/2007		C			1⁽⁷⁾	05/25/2007	12/31/2007	Common Stock	0⁽⁷⁾	$0	0⁽⁷⁾	D
Secured Convertible Note	$0.2	05/25/2007		C			1⁽⁷⁾	05/25/2007	12/31/2007	Common Stock	0⁽⁷⁾	$0	0⁽⁷⁾	I	Footnote⁽¹⁾
Unit Purchase Warrant	⁽⁸⁾	06/29/2007		X			0⁽⁸⁾	06/29/2007⁽⁸⁾	⁽¹¹⁾	Common Stock, A Warrants, B Warrants	0⁽⁸⁾	$0	1	D
Unit Purchase Warrant	⁽⁸⁾	06/29/2007		X			0⁽⁸⁾	06/29/2007⁽⁸⁾	⁽¹¹⁾	Common Stock, A Warrants, B Warrants	0⁽⁸⁾	$0	1	I	Footnote⁽¹⁾
A Warrant	$0.5	06/29/2007		X		1⁽⁸⁾		⁽²⁾	06/29/2012	Common Stock	500,000	$0	3	D
A Warrant	$0.5	06/29/2007		X		1⁽⁸⁾		⁽²⁾	06/29/2012	Common Stock	500,000	$0	3	I	Footnote⁽¹⁾
B Warrant	$1	06/29/2007		X		1⁽⁸⁾		⁽²⁾	06/29/2012	Common Stock	250,000	$0	3	D
B Warrant	$1	06/29/2007		X		1⁽⁸⁾		⁽²⁾	06/29/2012	Common Stock	250,000	$0	3	I	Footnote⁽¹⁾

1. Name and Address of Reporting Person^*

VISION OPPORTUNITY MASTER FUND, LTD.

(Last)

(First)

(Middle)

C/O VISION CAPITAL ADVISORS, LLC

20 WEST 55TH STREET, 5TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VISION CAPITAL ADVISORS, LLC

(Last)

(First)

(Middle)

20 WEST 55TH STREET

5TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BENOWITZ ADAM

(Last)

(First)

(Middle)

C/O VISION CAPITAL ADVISORS, LLC

20 WEST 55TH STREET, 5TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These securities may be deemed to be beneficially owned by Vision Capital Advisors, LLC ("Vision"), the investment manager of Vision Opportunity Master Fund, Ltd. (the "Master Fund"). These securities may also be deemed to be beneficially owned by Adam Benowitz, the managing member of Vision. Each of Vision and Mr. Benowitz disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. Although these securities are presently exercisable, the Master Fund cannot convert these securities into shares of Common Stock to the extent the conversion would result in the Master Fund and its affiliates owning, holding, or beneficially owning more than 9.99% of the Issuer's Common Stock.

3. The Unit Purchase Warrants are presently exercisable, and may be converted into 2,500,000 shares of Common Stock for $0.20 per share, an A Warrant to purchase 1,000,000 shares of Common Stock for $0.50 per share, and a B Warrant to purchase 500,000 shares of Common Stock for $1.00 per share. Although presently exercisable, the A Warrant and B Warrant are each subject to a blocker, such that the Master Fund cannot convert these securities into shares of Common Stock to the extent the conversion would result in the Master Fund and its affiliates owning, holding, or beneficially owning more than 9.99% of the Issuer's Common Stock.

4. On 4/11/2007, the Master Fund converted part of the Secured Convertible Note purchased on 5/2/2006 into 500,000 shares of Common Stock for $0.20 per share.

5. On 4/11/2007, the Master Fund converted part of the Unit Purchase Warrant acquired on 5/2/2006 into 500,000 shares of Common Stock for $0.20 per share, an A Warrant for 200,000 shares of Common Stock for $0.50 per share, and a B Warrant to purchase 100,000 shares of Common Stock for $1.00 per share. Although presently exercisable, the A Warrant and B Warrant are each subject to a blocker, such that the Master Fund cannot convert these securities into shares of Common Stock to the extent the conversion would result in the Master Fund and its affiliates owning, holding, or beneficially owning more than 9.99% of the Issuer's Common Stock.

6. On 5/25/2007, the Master Fund converted part of the Unit Purchase Warrant acquired on 5/2/2006 into 750,000 shares of Common Stock for $0.20 per share, an A Warrant for 300,000 shares of Common Stock for $0.50 per share, and a B Warrant to purchase 150,000 shares of Common Stock for $1.00 per share. Although presently exercisable, the A Warrant and B Warrant are each subject to a blocker, such that the Master Fund cannot convert these securities into shares of Common Stock to the extent the conversion would result in the Master Fund and its affiliates owning, holding, or beneficially owning more than 9.99% of the Issuer's Common Stock.

7. On 5/25/2007, the Master Fund converted part of the Secured Convertible Note purchased on 5/2/2006 into 1,000,000 shares of Common Stock for $0.20 per share.

8. On 6/29/2007, the Master Fund converted the remainder of the Unit Purchase Warrant acquired on 5/2/2006 into 1,250,000 shares of Common Stock for $0.20 per share, an A Warrant for 500,000 shares of Common Stock for $0.50 per share, and a B Warrant to purchase 250,000 shares of Common Stock for $1.00 per share. Although presently exercisable, the A Warrant and B Warrant are each subject to a blocker, such that the Master Fund cannot convert these securities into shares of Common Stock to the extent the conversion would result in the Master Fund and its affiliates owning, holding, or beneficially owning more than 9.99% of the Issuer's Common Stock.

9. The Secured Convertible Note purchased on 5/2/2006 matures on the earlier of the date the Issuer obtains financing of $2.5 million or more or one year from the full exercise of the Unit Purchase Warrant by the Reporting Persons.

10. The A Warrants, B Warrants and Unit Purchase Warrants acquired on 11/1/2006 were included for no additional consideration with the secured convertible note purchased on 11/1/2006 for $500,000.

11. The Unit Purchase Warrants acquired on 11/1/2006 originally had an expiration date of 4/30/2007, but the Issuer agreed to extend such expiration date to the effectiveness of the registration statement.

	Vision Opportunity Master Fund, Ltd., By: Vision Capital Advisors, LLC, as investment manager, By: /s/ Adam Benowitz	09/18/2007
	Vision Capital Advisors, LLC, By: /s/ Adam Benowitz	09/18/2007
	/s/ Adam Benowitz	09/18/2007
	** 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 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).
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