| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Nuevo Financial Center, Inc. [ NVFN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/01/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 09/18/2007 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock ($0.001 par value) | 04/11/2007 | C | 500,000(8) | A | $0.2 | 500,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | ||
| Common Stock ($0.001 par value) | 04/11/2007 | X | 500,000(10) | A | $0.2 | 1,000,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | ||
| Common Stock ($0.001 par value) | 05/17/2007 | S | 10,000 | D | $0.5 | 990,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | ||
| Common Stock ($0.001 par value) | 05/17/2007 | S | 7,500 | D | $0.57 | 982,500 | I | By Vision Opportunity Master Fund, Ltd.(1) | ||
| Common Stock ($0.001 par value) | 05/25/2007 | X | 750,000(12) | A | $0.2 | 1,732,500 | I | By Vision Opportunity Master Fund, Ltd.(1) | ||
| Common Stock ($0.001 par value) | 05/25/2007 | C | 1,000,000(11) | A | $0.2 | 2,732,500 | I | By Vision Opportunity Master Fund, Ltd.(1) | ||
| Common Stock ($0.001 par value) | 06/29/2007 | X | 1,250,000(13) | A | $0.2 | 3,982,500(2) | I | By Vision Opportunity Master Fund, Ltd.(1) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Secured Convertible Note | $0.2 | 11/01/2006 | A | $500,000 | (3) | (4) | Common Stock ($0.001 par value) | 2,500,000 | $500,000 | $500,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| A Warrant | $0.5 | 11/01/2006 | A | 1,000,000 | (3) | 11/01/2011 | Common Stock ($0.001 par value) | 1,000,000 | $0(5) | 1,000,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| B Warrant | $1 | 11/01/2006 | A | 500,000 | (3) | 11/01/2011 | Common Stock ($0.001 par value) | 500,000 | $0(5) | 500,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| Unit Warrant | $0.2 | 11/01/2006 | A | 2,500,000(6) | (7) | (6) | Common Stock ($0.001 par value) | 2,500,000 | $0(6) | 2,500,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| Unit Warrant | $0 | 11/01/2006 | A | 1,000,000(6) | (7) | (6) | A Warrant | 1,000,000 | $0(6) | 1,000,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| Unit Warrant | $0 | 11/01/2006 | A | 500,000(6) | (7) | (6) | B Warrant | 500,000 | $0(6) | 500,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| Secured Convertible Note | $0.2 | 04/11/2007 | C | $100,000(8) | (7) | (9) | Common Stock ($0.001 par value) | 500,000 | $100,000 | $400,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| Unit Warrant | $0.2 | 04/11/2007 | X | 500,000(10) | (7) | (10) | Common Stock ($0.001 par value) | 500,000 | $0(10) | 2,000,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| Unit Warrant | $0 | 04/11/2007 | X | 200,000(10) | (7) | (10) | A Warrant | 200,000 | $0(10) | 800,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| Unit Warrant | $0 | 04/11/2007 | X | 100,000(10) | (7) | (10) | B Warrant | 100,000 | $0(10) | 400,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| A Warrant | $0.5 | 04/11/2007 | X | 200,000(10) | (3) | 04/11/2012 | Common Stock ($0.001 par value) | 200,000 | $0(10) | 200,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| B Warrant | $1 | 04/11/2007 | X | 100,000(10) | (3) | 04/11/2012 | Common Stock ($0.001 par value) | 100,000 | $0(10) | 100,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| Secured Convertible Note | $0.2 | 05/25/2007 | C | $200,000(11) | (7) | (9) | Common Stock ($0.001 par value) | 1,000,000 | $200,000 | $200,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| Unit Warrant | $0.2 | 05/25/2007 | X | 750,000(12) | (7) | (12) | Common Stock ($0.001 par value) | 750,000 | $0(12) | 1,250,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| Unit Warrant | $0 | 05/25/2007 | X | 300,000(12) | (7) | (12) | A Warrant | 300,000 | $0(12) | 500,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| Unit Warrant | $0 | 05/25/2007 | X | 150,000(12) | (7) | (12) | B Warrant | 150,000 | $0(12) | 250,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| A Warrant | $0.5 | 05/25/2007 | X | 300,000(12) | (3) | 05/25/2012 | Common Stock ($0.001 par value) | 300,000 | $0(12) | 300,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| B Warrant | $1 | 05/25/2007 | X | 150,000(12) | (3) | 05/25/2012 | Common Stock ($0.001 par value) | 150,000 | $0(12) | 150,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| Unit Warrant | $0.2 | 06/29/2007 | X | 1,250,000(13) | (7) | (13) | Common Stock ($0.001 par value) | 1,250,000 | $0(13) | 0 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| Unit Warrant | $0 | 06/29/2007 | X | 500,000(13) | (7) | (13) | A Warrant | 500,000 | $0(13) | 0 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| Unit Warrant | $0 | 06/29/2007 | X | 250,000(13) | (7) | (13) | B Warrant | 250,000 | $0(13) | 0 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| A Warrant | $0.5 | 06/29/2007 | X | 500,000(13) | (3) | 06/29/2012 | Common Stock ($0.001 par value) | 500,000 | $0(13) | 500,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
| B Warrant | $1 | 06/29/2007 | X | 250,000(13) | (3) | 06/29/2012 | Common Stock ($0.001 par value) | 250,000 | $0(13) | 250,000 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Vision Capital Advisors, LLC (the "Investment Manager") serves as investment manager to Vision Opportunity Master Fund, Ltd. (the "Fund"), the direct owner of the subject securities. Adam Benowitz is the managing member of the Investment Manager and the Fund's portfolio manager. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person 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. The Reporting Persons erroneously reported beneficial ownership of 2,982,500 shares of Common Stock in their Form 4 filed on September 18, 2007. |
| 3. This security is presently convertible/exercisable, at the Fund's option. However, the Fund may not acquire shares of Common Stock upon conversion/exercise of these securities to the extent that, upon conversion/exercise, the number of shares of Common Stock beneficially owned by the Fund and its affiliates would exceed 9.9% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion/exercise can be waived at any time by the Fund upon 61 days notice. |
| 4. This Secured Convertible Note matures on the earlier of (a) the date the Issuer obtains financing of $2.5 million or more or (b) one year from the complete exercise by the Fund of the corresponding Unit Purchase Warrant acquired on November 1, 2006. |
| 5. This security was added consideration for the acquisition of the Secured Convertible Note on November 1, 2006. |
| 6. This security is part of a Unit Purchase Warrant acquired by the Reporting Persons on November 1, 2006. This Unit Purchase Warrant may be exercised proportionately into (1) 2,500,000 shares of Common Stock for $0.20 per share, (2) an A Warrant exercisable into 1,000,000 shares of Common Stock for $0.50 per share and (3) a B Warrant exercisable into 500,000 shares of Common Stock for $1.00 per share. The Unit Purchase Warrant had an original expiration date of April 30, 2007, but the Issuer agreed to extend such expiration date to the effectiveness of a registration statement covering the resale of the shares underlying the Unit Purchase Warrant. This security was added consideration for the acquisition of the Secured Convertible Note on November 1, 2006. |
| 7. This security is presently convertible/exercisable, at the Fund's option. |
| 8. On April 11, 2007, the Fund converted a portion of the Secured Convertible Note, previously acquired for $500,000 on May 2, 2006, into 500,000 shares of Common Stock for $0.20 per share. |
| 9. This Secured Convertible Note matures on the earlier of (a) the date the Issuer obtains financing of $2.5 million or more or (b) June 29, 2008 (which is one year from the date of the complete exercise by the Fund of the corresponding Unit Purchase Warrant acquired on May 2, 2006). |
| 10. This security is part of a Unit Purchase Warrant acquired by the Reporting Persons on 5/2/2006. On 4/11/07, the Fund exercised a portion of the Unit Purchase Warrant into 500,000 shares of Common Stock for $0.20 per share (with 2,000,000 shares of Common Stock remaining for exercise), an A Warrant exercisable into 200,000 shares of Common Stock for $0.50 per share (with A Warrants exercisable into 800,000 shares of Common Stock remaining for exercise) and a B Warrant exercisable into 100,000 shares of Common Stock for $1.00 per share (with B Warrants exercisable into 400,000 shares of Common Stock remaining for exercise). The Unit Purchase Warrant had an original expiration date of 1/28/07, but the Issuer agreed to extend such expiration date to the effectiveness of a registration statement covering the resale of the shares underlying the Unit Purchase Warrant. This Unit Purchase Warrant was added consideration for the acquisition of the Secured Convertible Note on 5/2/2006. |
| 11. On May 25, 2007, the Fund converted a portion of the Secured Convertible Note, previously acquired for $500,000 on May 2, 2006, into 1,000,000 shares of Common Stock for $0.20 per share. |
| 12. This security is part of a Unit Purchase Warrant acquired by the Reporting Persons on 05/2/2006. On 5/25/2007, the Fund exercised a portion of the Unit Purchase Warrant into 750,000 shares of Common Stock for $0.20 per share (with 1,250,000 shares of Common Stock remaining for exercise), an A Warrant exercisable into 300,000 shares of Common Stock for $0.50 per share (with A Warrants exercisable into 500,000 shares of Common Stock remaining for exercise) and a B Warrant exercisable into 150,000 shares of Common Stock for $1.00 per share (with B Warrants exercisable into 250,000 shares of Common Stock remaining for exercise). The Unit Purchase Warrant had an original expiration date of 1/28/2007, but the Issuer agreed to extend such expiration date to the effectiveness of a registration statement covering the resale of the shares underlying the Unit Purchase Warrant. This Unit Purchase Warrant was added consideration for the acquisition of the Secured Convertible Note on May 2, 2006. |
| 13. This security is part of a Unit Purchase Warrant acquired by the Reporting Persons on May 2, 2006. On June 29, 2007, the Fund exercised the remaining portion of the Unit Purchase Warrant into 1,250,000 shares of Common Stock for $0.20 per share, an A Warrant exercisable into 500,000 shares of Common Stock for $0.50 per share and a B Warrant exercisable into 250,000 shares of Common Stock for $1.00 per share. The Unit Purchase Warrant had an original expiration date of January 28, 2007, but the Issuer agreed to extend such expiration date to the effectiveness of a registration statement covering the resale of the shares underlying the Unit Purchase Warrant. This Unit Purchase Warrant was added consideration for the acquisition of the Secured Convertible Note on May 2, 2006. |
| Remarks: |
| This Form 4/A is being filed by the Reporting Persons to amend and restate in its entirety the Form 4 previously filed on September 18, 2007 and amended and restated on October 19, 2007 (collectively, the "Prior Form 4"). This Form 4/A makes certain corrections to and reformats the presentation of the transactions previously reported by the Reporting Persons in the Prior Form 4. |
| /s/ ADAM BENOWITZ For himself, as Managing Member of the Investment Manager and as Portfolio Manager of the Fund. | 11/08/2007 | |
| ** 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). | ||
| 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. | ||