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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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 CAPITAL ADVISORS, LLC (Last) (First) (Middle) 20 W. 55TH STREET, 5TH FLOOR (Street) NEW YORK NY 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) 12/30/2008
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock ($0.001 par value)	12/30/2008		S(2)		6,482,500	D	(2)	0	I	By Vision Opportunity Master Fund, Ltd.(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Warrant	$0.5	12/30/2008		S(2)			1,000,000	(3)	11/01/2011	Common Stock ($0.001 par value)	1,000,000	(2)	0	I	By Vision Opportunity Master Fund, Ltd.(1)
Series A Warrant	$0.5	12/30/2008		S(2)			1,000,000	(3)	05/03/2011	Common Stock ($0.001 par value)	1,000,000	(2)	0	I	By Vision Opportunity Master Fund, Ltd.(1)
Series B Warrant	$1	12/30/2008		S(2)			500,000	(3)	11/01/2011	Common Stock ($0.001 par value)	500,000	(2)	0	I	By Vision Opportunity Master Fund, Ltd.(1)
Series B Warrant	$1	12/30/2008		S(2)			500,000	(3)	05/03/2011	Common Stock ($0.001 par value)	500,000	(2)	0	I	By Vision Opportunity Master Fund, Ltd.(1)
Series A Warrant	$0.5	12/30/2008		S(2)			200,000	(3)	04/11/2012	Common Stock ($0.001 par value)	200,000	(2)	0	I	By Vision Opportunity Master Fund, Ltd.(1)
Series B Warrant	$1	12/30/2008		S(2)			100,000	(3)	04/11/2012	Common Stock ($0.001 par value)	100,000	(2)	0	I	By Vision Opportunity Master Fund, Ltd.(1)
Series A Warrant	$0.5	12/30/2008		S(2)			300,000	(3)	05/25/2012	Common Stock ($0.001 par value)	300,000	(2)	0	I	By Vision Opportunity Master Fund, Ltd.(1)
Series B Warrant	$1	12/30/2008		S(2)			150,000	(3)	05/25/2012	Common Stock ($0.001 par value)	150,000	(2)	0	I	By Vision Opportunity Master Fund, Ltd.(1)
Series A Warrant	$0.5	12/30/2008		S(2)			500,000	(3)	06/29/2012	Common Stock ($0.001 par value)	500,000	(2)	0	I	By Vision Opportunity Master Fund, Ltd.(1)
Series B Warrant	$1	12/30/2008		S(2)			250,000	(3)	06/29/2012	Common Stock ($0.001 par value)	250,000	(2)	0	I	By Vision Opportunity Master Fund, Ltd.(1)
Secured Convertible Note	$0.2	12/30/2008		S(2)			$200,000	(3)	06/29/2007	Common Stock ($0.001 par value)	1,000,000	(2)	0	I	By Vision Opportunity Master Fund, Ltd.(1)
Secured Convertible Note	$0.2	12/30/2008		S(2)			$500,000	(3)	(4)	Common Stock ($0.001 par value)	2,500,000	(2)	0	I	By Vision Opportunity Master Fund, Ltd.(1)

1. Name and Address of Reporting Person* VISION CAPITAL ADVISORS, LLC (Last) (First) (Middle) 20 W. 55TH STREET, 5TH FLOOR (Street) NEW YORK NY 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) 20 W. 55TH STREET, 5TH FLOOR (Street) NEW YORK NY 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 OPPORTUNITY MASTER FUND, LTD. (Last) (First) (Middle) 20 W. 55TH STREET, 5TH FLOOR (Street) NEW YORK NY 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. 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 a Director of the Fund. 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 Fund sold all of the securities to which this footnote relates in a bulk private sale of several of the Fund's holdings to a registered broker-dealer. The aggregate purchase price for all securities sold in the private transaction was $1,000.

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

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 May 2, 2006.

Remarks:

	/s/ Adam Benowitz For himself, as Managing Member of the Investment Manager and as a Director of the Fund.	12/30/2008
	** 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).
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