UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS
FILED
PURSUANT TO RULE 13d-1(b), (c) AND (d)
AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment
No. 1)*
CREATIVE
VISTAS, INC.
Common
Stock, no par value per share
(Title of Class of Securities)
225300201
(CUSIP Number)
December
31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this
Schedule
13G is
filed:
*The remainder
of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent
amendment containing information which would alter
the disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all
other provisions of the
Act (however, see the Notes).
CUSIP
No. 225300201
(1) Names
of Reporting
Persons. I.R.S. Identification Nos. of
Above Persons(entities only):
PSource
Structured Debt Limited
(2) Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
(3) SEC
Use Only
(4) Citizenship
or Place of Organization: Guernsey
Number of
Shares Beneficially Owned by Each Reporting Person With
(5) Sole Voting
Power:
|
0*
|
|
|
(6) Shared Voting
Power:
|
3,718,770*
|
|
|
(7) Sole Dispositive
Power:
|
0*
|
|
|
(8) Shared Dispositive
Power:
|
3,718,770*
|
(9) Aggregate
Amount Beneficially Owned by Each Reporting Person:
3,718,770
(10) Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions):
x
(11) Percent
of Class Represented by Amount in Row (9): 9.99%
(12)
Type of Reporting Person (See Instructions): OO
*Based
on 37,224,926 shares of the common stock, no
par value per share (the "Shares"), outstanding of
Creative Vistas, Inc., an Arizona corporation
(the "Company"), as disclosed in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens
U.S."), Valens Offshore SPV I, Ltd. ("VOFSPVI"), Valens Offshore SPV II, Corp.
("VOFSPVII") and PSource Structured Debt
Limited ("PSource", and together with Valens U.S., VOFSPVI
and VOFSPVII, the "Investors"), collectively held (i)
3,545,109 Shares, (ii) a common stock
purchase warrant (the "Other Warrant A") to acquire 812,988 Shares at
an exercise price of $0.01 per Share, subject to
certain adjustments, (iii) a common
stock purchase warrant (the "Other Warrant B")
to acquire 1,738,365 Shares at an
exercise price of $0.01 per Share, subject to
certain adjustments, (iv) a common stock
purchase warrant (the "Other Warrant #1") to acquire 108,000 Shares
at an exercise price of $0.90 per Share, subject to certain
adjustments, (v) a common stock purchase warrant (the "Other Warrant
#2") to acquire 108,000 Shares at an exercise price of $1.15 per
Share, subject to certain adjustments, (vi) a common stock purchase
warrant (the "Other Warrant #3") to acquire 108,000 Shares at an exercise price
of $1.25 per Share, subject to certain adjustments, (vii) a common stock
purchase warrant (the "Other Warrant #4") to acquire 108,000 Shares at an
exercise price of $2.28 per Share, subject to
certain adjustments, (viii) a
common stock purchase warrant (the "Other
Warrant #5") to acquire 108,000 Shares at an exercise price of $2.10
per Share, subject to certain adjustments, (ix) a
common stock purchase warrant (the "Other
Warrant #6") to acquire 108,000 Shares at an exercise price of $2.55
per Share, subject to certain adjustments, (x) a common stock purchase warrant
(the "Other Warrant #7") to acquire 108,000 Shares at an exercise
price of $2.73 per Share, subject to certain adjustments, (xi) a
common stock purchase warrant (the "Other Warrant #8") to
acquire 108,000 Shares at an exercise price of $2.43 per Share,
subject to certain adjustments, (xii) a common stock purchase warrant (the
"Other Warrant #9") to acquire 139,800 Shares
at an exercise price of $0.0067 per Share, subject to certain adjustments,
(
xiii) a common stock purchase
warrant (the "Other Warrant #10") to acquire 2,250,000
Shares at an exercise price of $1.15 per Share, subject to certain
adjustments, (xiv) a common stock purchase warrant (the "Other
Warrant #11") to acquire 100,000 Shares at an exercise price of
$1.20 per Share, subject to certain adjustments, (xv)
a common stock purchase warrant (the
"Other Warrant #12") to
acquire 100,000 Shares at an exercise price of $1.01 per
Share, subject to certain adjustments, (xvi) a common stock purchase warrant
(the "Other Warrant #13") to acquire 313,000 Shares at an
exercise price of $1.00 per Share, subject
to certain adjustments, (xvii) a common
stock purchase warrant (the
"Other Warrant #14") to acquire 100,000 Shares
at an exercise price of $0.90 per Share, subject to certain
adjustments, (xviii) a
common stock purchase warrant (the
"Other Warrant #15") to acquire 107,999 Shares
at an exercise price of $2.60
per Share, subject to certain
adjustments, (xix) a common stock purchase warrant (the
"Other Warrant #16") to acquire 107,999 Shares at an
exercise price of $2.55 per Share, subject to
certain adjustments, (xx) a
common stock purchase warrant (the "Other
Warrant #17") to acquire 1,916,451 Shares at an exercise price of $0.01 per
Share, subject to certain adjustments, (xxi) a common stock purchase warrant
(the "Other Warrant #18") to acquire 627,451 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (xxii)a common stock purchase
warrant (the "Other Warrant #19") to acquire 1,333,333 Shares at an exercise
price of $0.01 per Share, subject to certain adjustments, (xxiii) a common stock
purchase warrant (the "Other Warrant #20") to acquire 214,033 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xxiv)a
common stock purchase warrant (the "Other Warrant #21") to acquire 582,367
Shares at an exercise price of $0.01 per Share, subject to certain adjustments,
(xxv) a common stock purchase warrant (the "Other Warrant #22") to acquire 2,350
Shares at an exercise price of $0.01 per Share, subject to certain
adjustments,(xxvi) a common stock purchase warrant (the "Other Warrant #23") to
acquire 16,242 Shares at an exercise price of $1.98 per Share, subject to
certain adjustments, (xxvii)a common stock purchase warrant (the "Other Warrant
#24") to acquire 22,425 Shares at an exercise price of $1.98 per Share, subject
to certain adjustments, (xxviii) a common stock purchase warrant (the "Other
Warrant #25") to acquire 26,859 Shares at an exercise price of $1.98 per Share,
subject to certain adjustments, (xxix)a common stock purchase warrant (the
"Other Warrant #26") to acquire 42,473 Shares at an exercise price of $1.98 per
Share, subject to certain adjustments, (xxx) a common stock purchase warrant
(the "Other Warrant #27") to acquire 16,242 Shares at an exercise price of $1.02
per Share, subject to certain adjustments, (xxxi)a common stock purchase warrant
(the "Other Warrant #28") to acquire 22,425 Shares at an exercise price of $1.02
per Share, subject to certain adjustments, (xxxii) a common stock purchase
warrant (the "Other Warrant 29" to acquire 26,859 Shares at an exercise price of
$1.02 per Share, subject to certain adjustments, (xxxiii) a common stock
purchase warrant (the "Other Warrant 30") to acquire 42,473 Shares at an
exercise price of $1.02 per Share, subject to certain adjustments, (xxxiv) a
common stock purchase warrant (the "Other Warrant #31") to acquire 16,242 Shares
at an exercise price of $1.15 per Share, subject to certain adjustments, (xxxv)a
common stock purchase warrant (the "Other Warrant #32") to acquire 22,425 Shares
at an exercise price of $1.15 per Share, subject to certain adjustments, (xxxvi)
a common stock purchase warrant (the "Other Warrant #33") to acquire 26,859
Shares at an exercise price of $1.15 per Share, subject to certain adjustments,
(xxviii)a common stock purchase warrant (the "Other Warrant #34") to acquire
42,473 Shares at an exercise price of $1.15 per Share, subject to certain
adjustments, (xxviii) a common stock purchase warrant (the "Other Warrant #35")
to acquire 7,467 Shares at an exercise price of $2.04 per Share, subject to
certain adjustments, (xxxix)a common stock purchase warrant (the "Other Warrant
#36") to acquire 22,425 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xl) a common stock purchase warrant (the "Other Warrant
#37") to acquire 3,775 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xli)a common stock purchase warrant (the "Other Warrant
#38") to acquire 74,332 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xlii) a common stock purchase warrant (the "Other
Warrant #39") to acquire 108,000 Shares at an exercise price of $2.84 per Share,
subject to certain adjustments, (xliii) a common stock purchase warrant (the
"Other Warrant #40" and together with all the other warrants
described above in roman numerals "ii" through Roman Numeral "xlii",
collectively, the "Warrants") to acquire 108,000 Shares, at an exercise price of
$2.09 per Share, subject to certain adjustments. The
Warrants each contain an issuance limitation
prohibiting the Investors from
exercising those securities to the extent that such
exercise would result in beneficial ownership by the
Investors of more than 9.99% of the Shares then issued and outstanding (the
"9.99% Issuance Limitation"). The 9.99%
Issuance Limitation may be waived by
the Investors by at least 61 days notice, provided, however, that
such notice shall only be effective if delivered at a time when no indebtedness
of the issuer is outstanding to the holder or its affiliates and shall
automatically become null and void following notice to the issuer upon an Event
of Default (as defined in and pursuant to the terms of the applicable
instrument). PSource is managed by Laurus Capital Management,LLC ("LCM"). Valens
U.S., VOFSPVI and VOFSPVII are managed by
Valens Capital Management, LLC ("VCM").
Eugene Grin and David Grin through other entities are the controlling principals
of LCM and VCM, and share voting and investment power over the securities owned
by the Investors reported in this Schedule 13G.
CUSIP
No. 225300201
(1) Names
of Reporting
Persons. I.R.S. Identification Nos. of
Above Persons(entities only):
Laurus
Capital Management, LLC
13-4150669
(2) Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
(3) SEC
Use Only
(4) Citizenship
or Place of Organization: Delaware
Number of
Shares Beneficially Owned by Each Reporting Person With
(5)
Sole Voting Power:
|
0*
|
|
|
(6)
Shared Voting Power:
|
3,718,770*
|
|
|
(7)
Sole Dispositive Power:
|
0*
|
|
|
(8)
Shared Dispositive Power:
|
3,718,770*
|
(9) Aggregate Amount Beneficially Owned by Each
Reporting Person:
3,718,770
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions):
x
(11)
Percent of Class Represented by Amount in Row (9): 9.99%
(12)
Type of Reporting Person (See Instructions): OO
*Based
on 37,224,926 shares of the common stock, no
par value per share (the "Shares"), outstanding of
Creative Vistas, Inc., an Arizona corporation
(the "Company"), as disclosed in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens
U.S."), Valens Offshore SPV I, Ltd. ("VOFSPVI"), Valens Offshore SPV II, Corp.
("VOFSPVII") and PSource Structured Debt
Limited ("PSource", and together with Valens U.S., VOFSPVI
and VOFSPVII, the "Investors"), collectively held (i)
3,545,109 Shares, (ii) a common stock
purchase warrant (the "Other Warrant A") to acquire 812,988 Shares at
an exercise price of $0.01 per Share, subject to
certain adjustments, (iii) a common
stock purchase warrant (the "Other Warrant B")
to acquire 1,738,365 Shares at an
exercise price of $0.01 per Share, subject to
certain adjustments, (iv) a common stock
purchase warrant (the "Other Warrant #1") to acquire 108,000 Shares
at an exercise price of $0.90 per Share, subject to certain
adjustments, (v) a common stock purchase warrant (the "Other Warrant
#2") to acquire 108,000 Shares at an exercise price of $1.15 per
Share, subject to certain adjustments, (vi) a common stock purchase
warrant (the "Other Warrant #3") to acquire 108,000 Shares at an exercise price
of $1.25 per Share, subject to certain adjustments, (vii) a common stock
purchase warrant (the "Other Warrant #4") to acquire 108,000 Shares at an
exercise price of $2.28 per Share, subject to
certain adjustments, (viii) a
common stock purchase warrant (the "Other
Warrant #5") to acquire 108,000 Shares at an exercise price of $2.10
per Share, subject to certain adjustments, (ix) a
common stock purchase warrant (the "Other
Warrant #6") to acquire 108,000 Shares at an exercise price of $2.55
per Share, subject to certain adjustments, (x) a common stock purchase warrant
(the "Other Warrant #7") to acquire 108,000 Shares at an exercise
price of $2.73 per Share, subject to certain adjustments, (xi) a
common stock purchase warrant (the "Other Warrant #8") to
acquire 108,000 Shares at an exercise price of $2.43 per Share,
subject to certain adjustments, (xii) a common stock purchase warrant (the
"Other Warrant #9") to acquire 139,800 Shares
at an exercise price of $0.0067 per Share, subject to certain adjustments,
(
xiii) a common stock purchase
warrant (the "Other Warrant #10") to acquire 2,250,000
Shares at an exercise price of $1.15 per Share, subject to certain
adjustments, (xiv) a common stock purchase warrant (the "Other
Warrant #11") to acquire 100,000 Shares at an exercise price of
$1.20 per Share, subject to certain adjustments, (xv)
a common stock purchase warrant (the
"Other Warrant #12") to
acquire 100,000 Shares at an exercise price of $1.01 per
Share, subject to certain adjustments, (xvi) a common stock purchase warrant
(the "Other Warrant #13") to acquire 313,000 Shares at an
exercise price of $1.00 per Share, subject
to certain adjustments, (xvii) a common
stock purchase warrant (the
"Other Warrant #14") to acquire 100,000 Shares
at an exercise price of $0.90 per Share, subject to certain
adjustments, (xviii) a
common stock purchase warrant (the
"Other Warrant #15") to acquire 107,999 Shares
at an exercise price of $2.60
per Share, subject to certain
adjustments, (xix) a common stock purchase warrant (the
"Other Warrant #16") to acquire 107,999 Shares at an
exercise price of $2.55 per Share, subject to
certain adjustments, (xx) a
common stock purchase warrant (the "Other
Warrant #17") to acquire 1,916,451 Shares at an exercise price of $0.01 per
Share, subject to certain adjustments, (xxi) a common stock purchase warrant
(the "Other Warrant #18") to acquire 627,451 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (xxii)a common stock purchase
warrant (the "Other Warrant #19") to acquire 1,333,333 Shares at an exercise
price of $0.01 per Share, subject to certain adjustments, (xxiii) a common stock
purchase warrant (the "Other Warrant #20") to acquire 214,033 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xxiv)a
common stock purchase warrant (the "Other Warrant #21") to acquire 582,367
Shares at an exercise price of $0.01 per Share, subject to certain adjustments,
(xxv) a common stock purchase warrant (the "Other Warrant #22") to acquire 2,350
Shares at an exercise price of $0.01 per Share, subject to certain
adjustments,(xxvi) a common stock purchase warrant (the "Other Warrant #23") to
acquire 16,242 Shares at an exercise price of $1.98 per Share, subject to
certain adjustments, (xxvii)a common stock purchase warrant (the "Other Warrant
#24") to acquire 22,425 Shares at an exercise price of $1.98 per Share, subject
to certain adjustments, (xxviii) a common stock purchase warrant (the "Other
Warrant #25") to acquire 26,859 Shares at an exercise price of $1.98 per Share,
subject to certain adjustments, (xxix)a common stock purchase warrant (the
"Other Warrant #26") to acquire 42,473 Shares at an exercise price of $1.98 per
Share, subject to certain adjustments, (xxx) a common stock purchase warrant
(the "Other Warrant #27") to acquire 16,242 Shares at an exercise price of $1.02
per Share, subject to certain adjustments, (xxxi)a common stock purchase warrant
(the "Other Warrant #28") to acquire 22,425 Shares at an exercise price of $1.02
per Share, subject to certain adjustments, (xxxii) a common stock purchase
warrant (the "Other Warrant 29" to acquire 26,859 Shares at an exercise price of
$1.02 per Share, subject to certain adjustments, (xxxiii) a common stock
purchase warrant (the "Other Warrant 30") to acquire 42,473 Shares at an
exercise price of $1.02 per Share, subject to certain adjustments, (xxxiv) a
common stock purchase warrant (the "Other Warrant #31") to acquire 16,242 Shares
at an exercise price of $1.15 per Share, subject to certain adjustments, (xxxv)a
common stock purchase warrant (the "Other Warrant #32") to acquire 22,425 Shares
at an exercise price of $1.15 per Share, subject to certain adjustments, (xxxvi)
a common stock purchase warrant (the "Other Warrant #33") to acquire 26,859
Shares at an exercise price of $1.15 per Share, subject to certain adjustments,
(xxviii)a common stock purchase warrant (the "Other Warrant #34") to acquire
42,473 Shares at an exercise price of $1.15 per Share, subject to certain
adjustments, (xxviii) a common stock purchase warrant (the "Other Warrant #35")
to acquire 7,467 Shares at an exercise price of $2.04 per Share, subject to
certain adjustments, (xxxix)a common stock purchase warrant (the "Other Warrant
#36") to acquire 22,425 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xl) a common stock purchase warrant (the "Other Warrant
#37") to acquire 3,775 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xli)a common stock purchase warrant (the "Other Warrant
#38") to acquire 74,332 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xlii) a common stock purchase warrant (the "Other
Warrant #39") to acquire 108,000 Shares at an exercise price of $2.84 per Share,
subject to certain adjustments, (xliii) a common stock purchase warrant (the
"Other Warrant #40" and together with all the other warrants
described above in roman numerals "ii" through Roman Numeral "xlii",
collectively, the "Warrants") to acquire 108,000 Shares, at an exercise price of
$2.09 per Share, subject to certain adjustments. The
Warrants each contain an issuance limitation
prohibiting the Investors from
exercising those securities to the extent that such
exercise would result in beneficial ownership by the
Investors of more than 9.99% of the Shares then issued and outstanding (the
"9.99% Issuance Limitation"). The 9.99%
Issuance Limitation may be waived by
the Investors by at least 61 days notice, provided, however, that
such notice shall only be effective if delivered at a time when no indebtedness
of the issuer is outstanding to the holder or its affiliates and shall
automatically become null and void following notice to the issuer upon an Event
of Default (as defined in and pursuant to the terms of the applicable
instrument). PSource is managed by Laurus Capital Management,LLC ("LCM"). Valens
U.S., VOFSPVI and VOFSPVII are managed by
Valens Capital Management, LLC ("VCM").
Eugene Grin and David Grin through other entities are the controlling principals
of LCM and VCM, and share voting and investment power over the securities owned
by the Investors reported in this Schedule 13G.
(1) Names
of Reporting Persons. I.R.S. Identification Nos. of Above
Persons(entities only):
Valens
U.S. SPV I, LLC
20-8903266
(2) Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
(4) Citizenship
or Place of Organization: Delaware
Number of
Shares Beneficially Owned by Each Reporting Person
With
(5)
Sole Voting Power:
|
0*
|
|
|
(6)
Shared Voting Power:
|
3,718,770*
|
|
|
(7)
Sole Dispositive Power:
|
0*
|
|
|
(8)
Shared Dispositive Power:
|
3,718,770*
|
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person:
3,718,770
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions):
x
(11)
Percent of Class Represented by Amount in Row (9): 9.99%
(12)
Type of Reporting Person (See Instructions): OO
*Based
on 37,224,926 shares of the common stock, no
par value per share (the "Shares"), outstanding of
Creative Vistas, Inc., an Arizona corporation
(the "Company"), as disclosed in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens
U.S."), Valens Offshore SPV I, Ltd. ("VOFSPVI"), Valens Offshore SPV II, Corp.
("VOFSPVII") and PSource Structured Debt
Limited ("PSource", and together with Valens U.S., VOFSPVI
and VOFSPVII, the "Investors"), collectively held (i)
3,545,109 Shares, (ii) a common stock
purchase warrant (the "Other Warrant A") to acquire 812,988 Shares at
an exercise price of $0.01 per Share, subject to
certain adjustments, (iii) a common
stock purchase warrant (the "Other Warrant B")
to acquire 1,738,365 Shares at an
exercise price of $0.01 per Share, subject to
certain adjustments, (iv) a common stock
purchase warrant (the "Other Warrant #1") to acquire 108,000 Shares
at an exercise price of $0.90 per Share, subject to certain
adjustments, (v) a common stock purchase warrant (the "Other Warrant
#2") to acquire 108,000 Shares at an exercise price of $1.15 per
Share, subject to certain adjustments, (vi) a common stock purchase
warrant (the "Other Warrant #3") to acquire 108,000 Shares at an exercise price
of $1.25 per Share, subject to certain adjustments, (vii) a common stock
purchase warrant (the "Other Warrant #4") to acquire 108,000 Shares at an
exercise price of $2.28 per Share, subject to
certain adjustments, (viii) a
common stock purchase warrant (the "Other
Warrant #5") to acquire 108,000 Shares at an exercise price of $2.10
per Share, subject to certain adjustments, (ix) a
common stock purchase warrant (the "Other
Warrant #6") to acquire 108,000 Shares at an exercise price of $2.55
per Share, subject to certain adjustments, (x) a common stock purchase warrant
(the "Other Warrant #7") to acquire 108,000 Shares at an exercise
price of $2.73 per Share, subject to certain adjustments, (xi) a
common stock purchase warrant (the "Other Warrant #8") to
acquire 108,000 Shares at an exercise price of $2.43 per Share,
subject to certain adjustments, (xii) a common stock purchase warrant (the
"Other Warrant #9") to acquire 139,800 Shares
at an exercise price of $0.0067 per Share, subject to certain adjustments,
(
xiii) a common stock purchase
warrant (the "Other Warrant #10") to acquire 2,250,000
Shares at an exercise price of $1.15 per Share, subject to certain
adjustments, (xiv) a common stock purchase warrant (the "Other
Warrant #11") to acquire 100,000 Shares at an exercise price of
$1.20 per Share, subject to certain adjustments, (xv)
a common stock purchase warrant (the
"Other Warrant #12") to
acquire 100,000 Shares at an exercise price of $1.01 per
Share, subject to certain adjustments, (xvi) a common stock purchase warrant
(the "Other Warrant #13") to acquire 313,000 Shares at an
exercise price of $1.00 per Share, subject
to certain adjustments, (xvii) a common
stock purchase warrant (the
"Other Warrant #14") to acquire 100,000 Shares
at an exercise price of $0.90 per Share, subject to certain
adjustments, (xviii) a
common stock purchase warrant (the
"Other Warrant #15") to acquire 107,999 Shares
at an exercise price of $2.60
per Share, subject to certain
adjustments, (xix) a common stock purchase warrant (the
"Other Warrant #16") to acquire 107,999 Shares at an
exercise price of $2.55 per Share, subject to
certain adjustments, (xx) a
common stock purchase warrant (the "Other
Warrant #17") to acquire 1,916,451 Shares at an exercise price of $0.01 per
Share, subject to certain adjustments, (xxi) a common stock purchase warrant
(the "Other Warrant #18") to acquire 627,451 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (xxii)a common stock purchase
warrant (the "Other Warrant #19") to acquire 1,333,333 Shares at an exercise
price of $0.01 per Share, subject to certain adjustments, (xxiii) a common stock
purchase warrant (the "Other Warrant #20") to acquire 214,033 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xxiv)a
common stock purchase warrant (the "Other Warrant #21") to acquire 582,367
Shares at an exercise price of $0.01 per Share, subject to certain adjustments,
(xxv) a common stock purchase warrant (the "Other Warrant #22") to acquire 2,350
Shares at an exercise price of $0.01 per Share, subject to certain
adjustments,(xxvi) a common stock purchase warrant (the "Other Warrant #23") to
acquire 16,242 Shares at an exercise price of $1.98 per Share, subject to
certain adjustments, (xxvii)a common stock purchase warrant (the "Other Warrant
#24") to acquire 22,425 Shares at an exercise price of $1.98 per Share, subject
to certain adjustments, (xxviii) a common stock purchase warrant (the "Other
Warrant #25") to acquire 26,859 Shares at an exercise price of $1.98 per Share,
subject to certain adjustments, (xxix)a common stock purchase warrant (the
"Other Warrant #26") to acquire 42,473 Shares at an exercise price of $1.98 per
Share, subject to certain adjustments, (xxx) a common stock purchase warrant
(the "Other Warrant #27") to acquire 16,242 Shares at an exercise price of $1.02
per Share, subject to certain adjustments, (xxxi)a common stock purchase warrant
(the "Other Warrant #28") to acquire 22,425 Shares at an exercise price of $1.02
per Share, subject to certain adjustments, (xxxii) a common stock purchase
warrant (the "Other Warrant 29" to acquire 26,859 Shares at an exercise price of
$1.02 per Share, subject to certain adjustments, (xxxiii) a common stock
purchase warrant (the "Other Warrant 30") to acquire 42,473 Shares at an
exercise price of $1.02 per Share, subject to certain adjustments, (xxxiv) a
common stock purchase warrant (the "Other Warrant #31") to acquire 16,242 Shares
at an exercise price of $1.15 per Share, subject to certain adjustments, (xxxv)a
common stock purchase warrant (the "Other Warrant #32") to acquire 22,425 Shares
at an exercise price of $1.15 per Share, subject to certain adjustments, (xxxvi)
a common stock purchase warrant (the "Other Warrant #33") to acquire 26,859
Shares at an exercise price of $1.15 per Share, subject to certain adjustments,
(xxviii)a common stock purchase warrant (the "Other Warrant #34") to acquire
42,473 Shares at an exercise price of $1.15 per Share, subject to certain
adjustments, (xxviii) a common stock purchase warrant (the "Other Warrant #35")
to acquire 7,467 Shares at an exercise price of $2.04 per Share, subject to
certain adjustments, (xxxix)a common stock purchase warrant (the "Other Warrant
#36") to acquire 22,425 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xl) a common stock purchase warrant (the "Other Warrant
#37") to acquire 3,775 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xli)a common stock purchase warrant (the "Other Warrant
#38") to acquire 74,332 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xlii) a common stock purchase warrant (the "Other
Warrant #39") to acquire 108,000 Shares at an exercise price of $2.84 per Share,
subject to certain adjustments, (xliii) a common stock purchase warrant (the
"Other Warrant #40" and together with all the other warrants
described above in roman numerals "ii" through Roman Numeral "xlii",
collectively, the "Warrants") to acquire 108,000 Shares, at an exercise price of
$2.09 per Share, subject to certain adjustments. The
Warrants each contain an issuance limitation
prohibiting the Investors from
exercising those securities to the extent that such
exercise would result in beneficial ownership by the
Investors of more than 9.99% of the Shares then issued and outstanding (the
"9.99% Issuance Limitation"). The 9.99%
Issuance Limitation may be waived by
the Investors by at least 61 days notice, provided, however, that
such notice shall only be effective if delivered at a time when no indebtedness
of the issuer is outstanding to the holder or its affiliates and shall
automatically become null and void following notice to the issuer upon an Event
of Default (as defined in and pursuant to the terms of the applicable
instrument). PSource is managed by Laurus Capital Management,LLC ("LCM"). Valens
U.S., VOFSPVI and VOFSPVII are managed by
Valens Capital Management, LLC ("VCM").
Eugene Grin and David Grin through other entities are the controlling principals
of LCM and VCM, and share voting and investment power over the securities owned
by the Investors reported in this Schedule 13G.
CUSIP
No. 225300201
(1) Names
of Reporting Persons. I.R.S. Identification Nos. of Above
Persons(entities only):
Valens
Offshore SPV I, Ltd.
98-0539781
(2) Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
(3) SEC
Use Only
(4) Citizenship
or Place of Organization: Cayman Islands
Number of
Shares Beneficially Owned by Each Reporting Person
With
(5)
Sole Voting Power:
|
0*
|
|
|
(6)
Shared Voting Power:
|
3,718,770*
|
|
|
(7)
Sole Dispositive Power:
|
0*
|
|
|
(8)
Shared Dispositive Power:
|
3,718,770*
|
(9) Aggregate
Amount Beneficially Owned by Each Reporting Person:
3,718,770
(10) Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
x
(11)
Percent of Class Represented by Amount in Row (9): 9.99%
(12)
Type of Reporting Person (See Instructions): OO
*Based
on 37,224,926 shares of the common stock, no
par value per share (the "Shares"), outstanding of
Creative Vistas, Inc., an Arizona corporation
(the "Company"), as disclosed in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens
U.S."), Valens Offshore SPV I, Ltd. ("VOFSPVI"), Valens Offshore SPV II, Corp.
("VOFSPVII") and PSource Structured Debt
Limited ("PSource", and together with Valens U.S., VOFSPVI
and VOFSPVII, the "Investors"), collectively held (i)
3,545,109 Shares, (ii) a common stock
purchase warrant (the "Other Warrant A") to acquire 812,988 Shares at
an exercise price of $0.01 per Share, subject to
certain adjustments, (iii) a common
stock purchase warrant (the "Other Warrant B")
to acquire 1,738,365 Shares at an
exercise price of $0.01 per Share, subject to
certain adjustments, (iv) a common stock
purchase warrant (the "Other Warrant #1") to acquire 108,000 Shares
at an exercise price of $0.90 per Share, subject to certain
adjustments, (v) a common stock purchase warrant (the "Other Warrant
#2") to acquire 108,000 Shares at an exercise price of $1.15 per
Share, subject to certain adjustments, (vi) a common stock purchase
warrant (the "Other Warrant #3") to acquire 108,000 Shares at an exercise price
of $1.25 per Share, subject to certain adjustments, (vii) a common stock
purchase warrant (the "Other Warrant #4") to acquire 108,000 Shares at an
exercise price of $2.28 per Share, subject to
certain adjustments, (viii) a
common stock purchase warrant (the "Other
Warrant #5") to acquire 108,000 Shares at an exercise price of $2.10
per Share, subject to certain adjustments, (ix) a
common stock purchase warrant (the "Other
Warrant #6") to acquire 108,000 Shares at an exercise price of $2.55
per Share, subject to certain adjustments, (x) a common stock purchase warrant
(the "Other Warrant #7") to acquire 108,000 Shares at an exercise
price of $2.73 per Share, subject to certain adjustments, (xi) a
common stock purchase warrant (the "Other Warrant #8") to
acquire 108,000 Shares at an exercise price of $2.43 per Share,
subject to certain adjustments, (xii) a common stock purchase warrant (the
"Other Warrant #9") to acquire 139,800 Shares
at an exercise price of $0.0067 per Share, subject to certain adjustments,
(
xiii) a common stock purchase
warrant (the "Other Warrant #10") to acquire 2,250,000
Shares at an exercise price of $1.15 per Share, subject to certain
adjustments, (xiv) a common stock purchase warrant (the "Other
Warrant #11") to acquire 100,000 Shares at an exercise price of
$1.20 per Share, subject to certain adjustments, (xv)
a common stock purchase warrant (the
"Other Warrant #12") to
acquire 100,000 Shares at an exercise price of $1.01 per
Share, subject to certain adjustments, (xvi) a common stock purchase warrant
(the "Other Warrant #13") to acquire 313,000 Shares at an
exercise price of $1.00 per Share, subject
to certain adjustments, (xvii) a common
stock purchase warrant (the
"Other Warrant #14") to acquire 100,000 Shares
at an exercise price of $0.90 per Share, subject to certain
adjustments, (xviii) a
common stock purchase warrant (the
"Other Warrant #15") to acquire 107,999 Shares
at an exercise price of $2.60
per Share, subject to certain
adjustments, (xix) a common stock purchase warrant (the
"Other Warrant #16") to acquire 107,999 Shares at an
exercise price of $2.55 per Share, subject to
certain adjustments, (xx) a
common stock purchase warrant (the "Other
Warrant #17") to acquire 1,916,451 Shares at an exercise price of $0.01 per
Share, subject to certain adjustments, (xxi) a common stock purchase warrant
(the "Other Warrant #18") to acquire 627,451 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (xxii)a common stock purchase
warrant (the "Other Warrant #19") to acquire 1,333,333 Shares at an exercise
price of $0.01 per Share, subject to certain adjustments, (xxiii) a common stock
purchase warrant (the "Other Warrant #20") to acquire 214,033 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xxiv)a
common stock purchase warrant (the "Other Warrant #21") to acquire 582,367
Shares at an exercise price of $0.01 per Share, subject to certain adjustments,
(xxv) a common stock purchase warrant (the "Other Warrant #22") to acquire 2,350
Shares at an exercise price of $0.01 per Share, subject to certain
adjustments,(xxvi) a common stock purchase warrant (the "Other Warrant #23") to
acquire 16,242 Shares at an exercise price of $1.98 per Share, subject to
certain adjustments, (xxvii)a common stock purchase warrant (the "Other Warrant
#24") to acquire 22,425 Shares at an exercise price of $1.98 per Share, subject
to certain adjustments, (xxviii) a common stock purchase warrant (the "Other
Warrant #25") to acquire 26,859 Shares at an exercise price of $1.98 per Share,
subject to certain adjustments, (xxix)a common stock purchase warrant (the
"Other Warrant #26") to acquire 42,473 Shares at an exercise price of $1.98 per
Share, subject to certain adjustments, (xxx) a common stock purchase warrant
(the "Other Warrant #27") to acquire 16,242 Shares at an exercise price of $1.02
per Share, subject to certain adjustments, (xxxi)a common stock purchase warrant
(the "Other Warrant #28") to acquire 22,425 Shares at an exercise price of $1.02
per Share, subject to certain adjustments, (xxxii) a common stock purchase
warrant (the "Other Warrant 29" to acquire 26,859 Shares at an exercise price of
$1.02 per Share, subject to certain adjustments, (xxxiii) a common stock
purchase warrant (the "Other Warrant 30") to acquire 42,473 Shares at an
exercise price of $1.02 per Share, subject to certain adjustments, (xxxiv) a
common stock purchase warrant (the "Other Warrant #31") to acquire 16,242 Shares
at an exercise price of $1.15 per Share, subject to certain adjustments, (xxxv)a
common stock purchase warrant (the "Other Warrant #32") to acquire 22,425 Shares
at an exercise price of $1.15 per Share, subject to certain adjustments, (xxxvi)
a common stock purchase warrant (the "Other Warrant #33") to acquire 26,859
Shares at an exercise price of $1.15 per Share, subject to certain adjustments,
(xxviii)a common stock purchase warrant (the "Other Warrant #34") to acquire
42,473 Shares at an exercise price of $1.15 per Share, subject to certain
adjustments, (xxviii) a common stock purchase warrant (the "Other Warrant #35")
to acquire 7,467 Shares at an exercise price of $2.04 per Share, subject to
certain adjustments, (xxxix)a common stock purchase warrant (the "Other Warrant
#36") to acquire 22,425 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xl) a common stock purchase warrant (the "Other Warrant
#37") to acquire 3,775 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xli)a common stock purchase warrant (the "Other Warrant
#38") to acquire 74,332 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xlii) a common stock purchase warrant (the "Other
Warrant #39") to acquire 108,000 Shares at an exercise price of $2.84 per Share,
subject to certain adjustments, (xliii) a common stock purchase warrant (the
"Other Warrant #40" and together with all the other warrants
described above in roman numerals "ii" through Roman Numeral "xlii",
collectively, the "Warrants") to acquire 108,000 Shares, at an exercise price of
$2.09 per Share, subject to certain adjustments. The
Warrants each contain an issuance limitation
prohibiting the Investors from
exercising those securities to the extent that such
exercise would result in beneficial ownership by the
Investors of more than 9.99% of the Shares then issued and outstanding (the
"9.99% Issuance Limitation"). The 9.99%
Issuance Limitation may be waived by
the Investors by at least 61 days notice, provided, however, that
such notice shall only be effective if delivered at a time when no indebtedness
of the issuer is outstanding to the holder or its affiliates and shall
automatically become null and void following notice to the issuer upon an Event
of Default (as defined in and pursuant to the terms of the applicable
instrument). PSource is managed by Laurus Capital Management,LLC ("LCM"). Valens
U.S., VOFSPVI and VOFSPVII are managed by
Valens Capital Management, LLC ("VCM").
Eugene Grin and David Grin through other entities are the controlling principals
of LCM and VCM, and share voting and investment power over the securities owned
by the Investors reported in this Schedule 13G.
CUSIP
No. 225300201
(1) Names
of Reporting Persons. I.R.S. Identification Nos. of Above
Persons(entities only):
Valens Capital Management, LLC
20-8903345
(2) Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
(3) SEC
Use Only
(4) Citizenship
or Place of Organization: Cayman Islands
Number of
Shares Beneficially Owned by Each Reporting Person
With
(5)
Sole Voting Power:
|
0*
|
|
|
(6)
Shared Voting Power:
|
3,718,770*
|
|
|
(7)
Sole Dispositive Power:
|
0*
|
|
|
(8)
Shared Dispositive Power:
|
3,718,770*
|
(9) Aggregate Amount Beneficially Owned
by Each Reporting Person:
3,718,770
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions):
x
(11)
Percent of Class Represented by Amount in Row (9): 9.99%
(12)
Type of Reporting Person (See Instructions): OO
*Based
on 37,224,926 shares of the common stock, no par value per
share (the "Shares"), outstanding of Creative Vistas, Inc., an
Arizona corporation (the "Company"), as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens U.S."),
Valens Offshore SPV I, Ltd. ("VOFSPVI"), Valens Offshore SPV II, Corp.
("VOFSPVII") and PSource Structured Debt Limited ("PSource",
and together with Valens U.S., VOFSPVI and VOFSPVII, the
"Investors"), collectively held (i) 3,545,109 Shares, (ii) a
common stock purchase warrant (the "Other Warrant A") to acquire 812,988
Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (iii) a common stock purchase warrant (the
"Other Warrant B") to acquire 1,738,365 Shares at an exercise
price of $0.01 per Share, subject to certain adjustments, (iv)
a common stock purchase warrant (the "Other Warrant #1") to acquire
108,000 Shares at an exercise price of $0.90 per Share, subject to certain
adjustments, (v) a common stock purchase warrant (the "Other Warrant #2")
to acquire 108,000 Shares at an exercise price of $1.15 per Share, subject
to certain adjustments, (vi) a common stock purchase warrant (the "Other Warrant
#3") to acquire 108,000 Shares at an exercise price of $1.25 per Share, subject
to certain adjustments, (vii) a common stock purchase warrant (the "Other
Warrant #4") to acquire 108,000 Shares at an exercise price of $2.28 per
Share, subject to certain adjustments, (viii) a common
stock purchase warrant (the "Other Warrant #5") to
acquire 108,000 Shares at an exercise price of $2.10 per Share, subject to
certain adjustments, (ix) a common stock purchase
warrant (the "Other Warrant #6") to acquire 108,000 Shares at an exercise
price of $2.55 per Share, subject to certain adjustments, (x) a common stock
purchase warrant (the "Other Warrant #7") to acquire 108,000 Shares at an
exercise price of $2.73 per Share, subject to certain adjustments, (xi) a
common stock purchase warrant (the "Other Warrant #8") to acquire 108,000
Shares at an exercise price of $2.43 per Share, subject to certain adjustments,
(xii) a common stock purchase warrant (the "Other Warrant #9") to
acquire 139,800 Shares at an exercise price of $0.0067 per Share,
subject to certain adjustments,
(
xiii) a common stock purchase
warrant (the "Other Warrant #10") to acquire 2,250,000 Shares at an
exercise price of $1.15 per Share, subject to certain adjustments, (xiv) a
common stock purchase warrant (the "Other Warrant #11") to acquire 100,000
Shares at an exercise price of $1.20 per Share, subject
to certain adjustments, (xv) a common stock
purchase warrant (the "Other Warrant #12") to
acquire 100,000 Shares at an exercise price of $1.01 per Share,
subject to certain adjustments, (xvi) a common stock purchase warrant (the
"Other Warrant #13") to acquire 313,000 Shares at an exercise price of
$1.00 per Share, subject to certain adjustments,
(xvii) a common stock purchase warrant (the "Other
Warrant #14") to acquire 100,000 Shares at an exercise price of
$0.90 per Share, subject to certain adjustments, (xviii) a common
stock purchase warrant (the "Other Warrant #15") to
acquire 107,999 Shares at an exercise price of $2.60 per
Share, subject to certain adjustments, (xix) a common stock
purchase warrant (the "Other Warrant #16") to acquire 107,999 Shares
at an exercise price of $2.55 per Share, subject to certain
adjustments, (xx) a common stock purchase warrant (the "Other
Warrant #17") to acquire 1,916,451 Shares at an exercise price of $0.01 per
Share, subject to certain adjustments, (xxi) a common stock purchase warrant
(the "Other Warrant #18") to acquire 627,451 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (xxii)a common stock purchase
warrant (the "Other Warrant #19") to acquire 1,333,333 Shares at an exercise
price of $0.01 per Share, subject to certain adjustments, (xxiii) a common stock
purchase warrant (the "Other Warrant #20") to acquire 214,033 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xxiv)a
common stock purchase warrant (the "Other Warrant #21") to acquire 582,367
Shares at an exercise price of $0.01 per Share, subject to certain adjustments,
(xxv) a common stock purchase warrant (the "Other Warrant #22") to acquire 2,350
Shares at an exercise price of $0.01 per Share, subject to certain
adjustments,(xxvi) a common stock purchase warrant (the "Other Warrant #23") to
acquire 16,242 Shares at an exercise price of $1.98 per Share, subject to
certain adjustments, (xxvii)a common stock purchase warrant (the "Other Warrant
#24") to acquire 22,425 Shares at an exercise price of $1.98 per Share, subject
to certain adjustments, (xxviii) a common stock purchase warrant (the "Other
Warrant #25") to acquire 26,859 Shares at an exercise price of $1.98 per Share,
subject to certain adjustments, (xxix)a common stock purchase warrant (the
"Other Warrant #26") to acquire 42,473 Shares at an exercise price of $1.98 per
Share, subject to certain adjustments, (xxx) a common stock purchase warrant
(the "Other Warrant #27") to acquire 16,242 Shares at an exercise price of $1.02
per Share, subject to certain adjustments, (xxxi)a common stock purchase warrant
(the "Other Warrant #28") to acquire 22,425 Shares at an exercise price of $1.02
per Share, subject to certain adjustments, (xxxii) a common stock purchase
warrant (the "Other Warrant 29" to acquire 26,859 Shares at an exercise price of
$1.02 per Share, subject to certain adjustments, (xxxiii) a common stock
purchase warrant (the "Other Warrant 30") to acquire 42,473 Shares at an
exercise price of $1.02 per Share, subject to certain adjustments, (xxxiv) a
common stock purchase warrant (the "Other Warrant #31") to acquire 16,242 Shares
at an exercise price of $1.15 per Share, subject to certain adjustments, (xxxv)a
common stock purchase warrant (the "Other Warrant #32") to acquire 22,425 Shares
at an exercise price of $1.15 per Share, subject to certain adjustments, (xxxvi)
a common stock purchase warrant (the "Other Warrant #33") to acquire 26,859
Shares at an exercise price of $1.15 per Share, subject to certain adjustments,
(xxviii)a common stock purchase warrant (the "Other Warrant #34") to acquire
42,473 Shares at an exercise price of $1.15 per Share, subject to certain
adjustments, (xxviii) a common stock purchase warrant (the "Other Warrant #35")
to acquire 7,467 Shares at an exercise price of $2.04 per Share, subject to
certain adjustments, (xxxix)a common stock purchase warrant (the "Other Warrant
#36") to acquire 22,425 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xl) a common stock purchase warrant (the "Other Warrant
#37") to acquire 3,775 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xli)a common stock purchase warrant (the "Other Warrant
#38") to acquire 74,332 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xlii) a common stock purchase warrant (the "Other
Warrant #39") to acquire 108,000 Shares at an exercise price of $2.84 per Share,
subject to certain adjustments, (xliii) a common stock purchase warrant (the
"Other Warrant #40" and together with all the other warrants described
above in roman numerals "ii" through Roman Numeral "xlii", collectively, the
"Warrants") to acquire 108,000 Shares, at an exercise price of $2.09 per Share,
subject to certain adjustments. The Warrants each contain
an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99%
of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The
9.99% Issuance Limitation may be waived by the Investors by at
least 61 days notice, provided, however, that such notice shall only be
effective if delivered at a time when no indebtedness of the issuer is
outstanding to the holder or its affiliates and shall automatically become null
and void following notice to the issuer upon an Event of Default (as defined in
and pursuant to the terms of the applicable instrument). PSource is managed by
Laurus Capital Management,LLC ("LCM"). Valens U.S., VOFSPVI and VOFSPVII are
managed by Valens Capital Management, LLC ("VCM").
Eugene Grin and David Grin through other entities are the controlling principals
of LCM and VCM, and share voting and investment power over the securities owned
by the Investors reported in this Schedule 13G.
(1) Names
of Reporting Persons. I.R.S. Identification Nos. of
Above Persons(entities only):
David
Grin
(2) Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
(3) SEC
Use Only
(4) Citizenship
or Place of Organization: Israel
Number
of Shares Beneficially Owned by Each Reporting Person With
(5)
Sole Voting Power:
|
0*
|
|
|
(6)
Shared Voting Power:
|
3,718,770*
|
|
|
(7)
Sole Dispositive Power:
|
0*
|
|
|
(8)
Shared Dispositive Power:
|
3,718,770*
|
(9) Aggregate
Amount Beneficially Owned by Each Reporting Person:
3,718,770
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions):
x
(11)
Percent of Class Represented by Amount in Row (9): 9.99%
(12)
Type of Reporting Person (See Instructions): IN
*Based
on 37,224,926 shares of the common stock, no par value per
share (the "Shares"), outstanding of Creative Vistas, Inc., an
Arizona corporation (the "Company"), as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens U.S."),
Valens Offshore SPV I, Ltd. ("VOFSPVI"), Valens Offshore SPV II, Corp.
("VOFSPVII") and PSource Structured Debt Limited ("PSource",
and together with Valens U.S., VOFSPVI and VOFSPVII, the
"Investors"), collectively held (i) 3,545,109 Shares, (ii) a
common stock purchase warrant (the "Other Warrant A") to acquire 812,988
Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (iii) a common stock purchase warrant (the
"Other Warrant B") to acquire 1,738,365 Shares at an exercise
price of $0.01 per Share, subject to certain adjustments, (iv)
a common stock purchase warrant (the "Other Warrant #1") to acquire
108,000 Shares at an exercise price of $0.90 per Share, subject to certain
adjustments, (v) a common stock purchase warrant (the "Other Warrant #2")
to acquire 108,000 Shares at an exercise price of $1.15 per Share, subject
to certain adjustments, (vi) a common stock purchase warrant (the "Other Warrant
#3") to acquire 108,000 Shares at an exercise price of $1.25 per Share, subject
to certain adjustments, (vii) a common stock purchase warrant (the "Other
Warrant #4") to acquire 108,000 Shares at an exercise price of $2.28 per
Share, subject to certain adjustments, (viii) a common
stock purchase warrant (the "Other Warrant #5") to
acquire 108,000 Shares at an exercise price of $2.10 per Share, subject to
certain adjustments, (ix) a common stock purchase
warrant (the "Other Warrant #6") to acquire 108,000 Shares at an exercise
price of $2.55 per Share, subject to certain adjustments, (x) a common stock
purchase warrant (the "Other Warrant #7") to acquire 108,000 Shares at an
exercise price of $2.73 per Share, subject to certain adjustments, (xi) a
common stock purchase warrant (the "Other Warrant #8") to acquire 108,000
Shares at an exercise price of $2.43 per Share, subject to certain adjustments,
(xii) a common stock purchase warrant (the "Other Warrant #9") to
acquire 139,800 Shares at an exercise price of $0.0067 per Share,
subject to certain adjustments,
(
xiii) a common stock purchase
warrant (the "Other Warrant #10") to acquire 2,250,000 Shares at an
exercise price of $1.15 per Share, subject to certain adjustments, (xiv) a
common stock purchase warrant (the "Other Warrant #11") to acquire 100,000
Shares at an exercise price of $1.20 per Share, subject
to certain adjustments, (xv) a common stock
purchase warrant (the "Other Warrant #12") to
acquire 100,000 Shares at an exercise price of $1.01 per Share,
subject to certain adjustments, (xvi) a common stock purchase warrant (the
"Other Warrant #13") to acquire 313,000 Shares at an exercise price of
$1.00 per Share, subject to certain adjustments,
(xvii) a common stock purchase warrant (the "Other
Warrant #14") to acquire 100,000 Shares at an exercise price of
$0.90 per Share, subject to certain adjustments, (xviii) a common
stock purchase warrant (the "Other Warrant #15") to
acquire 107,999 Shares at an exercise price of $2.60 per
Share, subject to certain adjustments, (xix) a common stock
purchase warrant (the "Other Warrant #16") to acquire 107,999 Shares
at an exercise price of $2.55 per Share, subject to certain
adjustments, (xx) a common stock purchase warrant (the "Other
Warrant #17") to acquire 1,916,451 Shares at an exercise price of $0.01 per
Share, subject to certain adjustments, (xxi) a common stock purchase warrant
(the "Other Warrant #18") to acquire 627,451 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (xxii)a common stock purchase
warrant (the "Other Warrant #19") to acquire 1,333,333 Shares at an exercise
price of $0.01 per Share, subject to certain adjustments, (xxiii) a common stock
purchase warrant (the "Other Warrant #20") to acquire 214,033 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xxiv)a
common stock purchase warrant (the "Other Warrant #21") to acquire 582,367
Shares at an exercise price of $0.01 per Share, subject to certain adjustments,
(xxv) a common stock purchase warrant (the "Other Warrant #22") to acquire 2,350
Shares at an exercise price of $0.01 per Share, subject to certain
adjustments,(xxvi) a common stock purchase warrant (the "Other Warrant #23") to
acquire 16,242 Shares at an exercise price of $1.98 per Share, subject to
certain adjustments, (xxvii)a common stock purchase warrant (the "Other Warrant
#24") to acquire 22,425 Shares at an exercise price of $1.98 per Share, subject
to certain adjustments, (xxviii) a common stock purchase warrant (the "Other
Warrant #25") to acquire 26,859 Shares at an exercise price of $1.98 per Share,
subject to certain adjustments, (xxix)a common stock purchase warrant (the
"Other Warrant #26") to acquire 42,473 Shares at an exercise price of $1.98 per
Share, subject to certain adjustments, (xxx) a common stock purchase warrant
(the "Other Warrant #27") to acquire 16,242 Shares at an exercise price of $1.02
per Share, subject to certain adjustments, (xxxi)a common stock purchase warrant
(the "Other Warrant #28") to acquire 22,425 Shares at an exercise price of $1.02
per Share, subject to certain adjustments, (xxxii) a common stock purchase
warrant (the "Other Warrant 29" to acquire 26,859 Shares at an exercise price of
$1.02 per Share, subject to certain adjustments, (xxxiii) a common stock
purchase warrant (the "Other Warrant 30") to acquire 42,473 Shares at an
exercise price of $1.02 per Share, subject to certain adjustments, (xxxiv) a
common stock purchase warrant (the "Other Warrant #31") to acquire 16,242 Shares
at an exercise price of $1.15 per Share, subject to certain adjustments, (xxxv)a
common stock purchase warrant (the "Other Warrant #32") to acquire 22,425 Shares
at an exercise price of $1.15 per Share, subject to certain adjustments, (xxxvi)
a common stock purchase warrant (the "Other Warrant #33") to acquire 26,859
Shares at an exercise price of $1.15 per Share, subject to certain adjustments,
(xxviii)a common stock purchase warrant (the "Other Warrant #34") to acquire
42,473 Shares at an exercise price of $1.15 per Share, subject to certain
adjustments, (xxviii) a common stock purchase warrant (the "Other Warrant #35")
to acquire 7,467 Shares at an exercise price of $2.04 per Share, subject to
certain adjustments, (xxxix)a common stock purchase warrant (the "Other Warrant
#36") to acquire 22,425 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xl) a common stock purchase warrant (the "Other Warrant
#37") to acquire 3,775 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xli)a common stock purchase warrant (the "Other Warrant
#38") to acquire 74,332 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xlii) a common stock purchase warrant (the "Other
Warrant #39") to acquire 108,000 Shares at an exercise price of $2.84 per Share,
subject to certain adjustments, (xliii) a common stock purchase warrant (the
"Other Warrant #40" and together with all the other warrants described
above in roman numerals "ii" through Roman Numeral "xlii", collectively, the
"Warrants") to acquire 108,000 Shares, at an exercise price of $2.09 per Share,
subject to certain adjustments. The Warrants each contain
an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99%
of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The
9.99% Issuance Limitation may be waived by the Investors by at
least 61 days notice, provided, however, that such notice shall only be
effective if delivered at a time when no indebtedness of the issuer is
outstanding to the holder or its affiliates and shall automatically become null
and void following notice to the issuer upon an Event of Default (as defined in
and pursuant to the terms of the applicable instrument). PSource is managed by
Laurus Capital Management,LLC ("LCM"). Valens U.S., VOFSPVI and VOFSPVII are
managed by Valens Capital Management, LLC ("VCM").
Eugene Grin and David Grin through other entities are the controlling principals
of LCM and VCM, and share voting and investment power over the securities owned
by the Investors reported in this Schedule 13G.
CUSIP
No. 225300201
(1) Names
of Reporting Persons. I.R.S. Identification Nos. of
Above Persons(entities only):
Eugene Grin
(2) Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
(3) SEC
Use Only
(4) Citizenship
or Place of Organization: United States
Number
of Shares Beneficially Owned by Each Reporting Person With
(5) Sole Voting
Power:
|
0*
|
|
|
(6) Shared Voting
Power:
|
3,718,770*
|
|
|
(7) Sole Dispositive
Power:
|
0*
|
|
|
(8) Shared Dispositive
Power:
|
3,718,770*
|
(9) Aggregate
Amount Beneficially Owned by Each Reporting Person:
3,718,770
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions):
x
(11)
Percent of Class Represented by Amount in Row (9): 9.99%
(12)
Type of Reporting Person (See Instructions): IN
*Based
on 37,224,926 shares of the common stock, no par value per
share (the "Shares"), outstanding of Creative Vistas, Inc., an
Arizona corporation (the "Company"), as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens U.S."),
Valens Offshore SPV I, Ltd. ("VOFSPVI"), Valens Offshore SPV II, Corp.
("VOFSPVII") and PSource Structured Debt Limited ("PSource",
and together with Valens U.S., VOFSPVI and VOFSPVII, the
"Investors"), collectively held (i) 3,545,109 Shares, (ii) a
common stock purchase warrant (the "Other Warrant A") to acquire 812,988
Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (iii) a common stock purchase warrant (the
"Other Warrant B") to acquire 1,738,365 Shares at an exercise
price of $0.01 per Share, subject to certain adjustments, (iv)
a common stock purchase warrant (the "Other Warrant #1") to acquire
108,000 Shares at an exercise price of $0.90 per Share, subject to certain
adjustments, (v) a common stock purchase warrant (the "Other Warrant #2")
to acquire 108,000 Shares at an exercise price of $1.15 per Share, subject
to certain adjustments, (vi) a common stock purchase warrant (the "Other Warrant
#3") to acquire 108,000 Shares at an exercise price of $1.25 per Share, subject
to certain adjustments, (vii) a common stock purchase warrant (the "Other
Warrant #4") to acquire 108,000 Shares at an exercise price of $2.28 per
Share, subject to certain adjustments, (viii) a common
stock purchase warrant (the "Other Warrant #5") to
acquire 108,000 Shares at an exercise price of $2.10 per Share, subject to
certain adjustments, (ix) a common stock purchase
warrant (the "Other Warrant #6") to acquire 108,000 Shares at an exercise
price of $2.55 per Share, subject to certain adjustments, (x) a common stock
purchase warrant (the "Other Warrant #7") to acquire 108,000 Shares at an
exercise price of $2.73 per Share, subject to certain adjustments, (xi) a
common stock purchase warrant (the "Other Warrant #8") to acquire 108,000
Shares at an exercise price of $2.43 per Share, subject to certain adjustments,
(xii) a common stock purchase warrant (the "Other Warrant #9") to
acquire 139,800 Shares at an exercise price of $0.0067 per Share,
subject to certain adjustments,
(
xiii) a common stock purchase
warrant (the "Other Warrant #10") to acquire 2,250,000 Shares at an
exercise price of $1.15 per Share, subject to certain adjustments, (xiv) a
common stock purchase warrant (the "Other Warrant #11") to acquire 100,000
Shares at an exercise price of $1.20 per Share, subject
to certain adjustments, (xv) a common stock
purchase warrant (the "Other Warrant #12") to
acquire 100,000 Shares at an exercise price of $1.01 per Share,
subject to certain adjustments, (xvi) a common stock purchase warrant (the
"Other Warrant #13") to acquire 313,000 Shares at an exercise price of
$1.00 per Share, subject to certain adjustments,
(xvii) a common stock purchase warrant (the "Other
Warrant #14") to acquire 100,000 Shares at an exercise price of
$0.90 per Share, subject to certain adjustments, (xviii) a common
stock purchase warrant (the "Other Warrant #15") to
acquire 107,999 Shares at an exercise price of $2.60 per
Share, subject to certain adjustments, (xix) a common stock
purchase warrant (the "Other Warrant #16") to acquire 107,999 Shares
at an exercise price of $2.55 per Share, subject to certain
adjustments, (xx) a common stock purchase warrant (the "Other
Warrant #17") to acquire 1,916,451 Shares at an exercise price of $0.01 per
Share, subject to certain adjustments, (xxi) a common stock purchase warrant
(the "Other Warrant #18") to acquire 627,451 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (xxii)a common stock purchase
warrant (the "Other Warrant #19") to acquire 1,333,333 Shares at an exercise
price of $0.01 per Share, subject to certain adjustments, (xxiii) a common stock
purchase warrant (the "Other Warrant #20") to acquire 214,033 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xxiv)a
common stock purchase warrant (the "Other Warrant #21") to acquire 582,367
Shares at an exercise price of $0.01 per Share, subject to certain adjustments,
(xxv) a common stock purchase warrant (the "Other Warrant #22") to acquire 2,350
Shares at an exercise price of $0.01 per Share, subject to certain
adjustments,(xxvi) a common stock purchase warrant (the "Other Warrant #23") to
acquire 16,242 Shares at an exercise price of $1.98 per Share, subject to
certain adjustments, (xxvii)a common stock purchase warrant (the "Other Warrant
#24") to acquire 22,425 Shares at an exercise price of $1.98 per Share, subject
to certain adjustments, (xxviii) a common stock purchase warrant (the "Other
Warrant #25") to acquire 26,859 Shares at an exercise price of $1.98 per Share,
subject to certain adjustments, (xxix)a common stock purchase warrant (the
"Other Warrant #26") to acquire 42,473 Shares at an exercise price of $1.98 per
Share, subject to certain adjustments, (xxx) a common stock purchase warrant
(the "Other Warrant #27") to acquire 16,242 Shares at an exercise price of $1.02
per Share, subject to certain adjustments, (xxxi)a common stock purchase warrant
(the "Other Warrant #28") to acquire 22,425 Shares at an exercise price of $1.02
per Share, subject to certain adjustments, (xxxii) a common stock purchase
warrant (the "Other Warrant 29" to acquire 26,859 Shares at an exercise price of
$1.02 per Share, subject to certain adjustments, (xxxiii) a common stock
purchase warrant (the "Other Warrant 30") to acquire 42,473 Shares at an
exercise price of $1.02 per Share, subject to certain adjustments, (xxxiv) a
common stock purchase warrant (the "Other Warrant #31") to acquire 16,242 Shares
at an exercise price of $1.15 per Share, subject to certain adjustments, (xxxv)a
common stock purchase warrant (the "Other Warrant #32") to acquire 22,425 Shares
at an exercise price of $1.15 per Share, subject to certain adjustments, (xxxvi)
a common stock purchase warrant (the "Other Warrant #33") to acquire 26,859
Shares at an exercise price of $1.15 per Share, subject to certain adjustments,
(xxviii)a common stock purchase warrant (the "Other Warrant #34") to acquire
42,473 Shares at an exercise price of $1.15 per Share, subject to certain
adjustments, (xxviii) a common stock purchase warrant (the "Other Warrant #35")
to acquire 7,467 Shares at an exercise price of $2.04 per Share, subject to
certain adjustments, (xxxix)a common stock purchase warrant (the "Other Warrant
#36") to acquire 22,425 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xl) a common stock purchase warrant (the "Other Warrant
#37") to acquire 3,775 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xli)a common stock purchase warrant (the "Other Warrant
#38") to acquire 74,332 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xlii) a common stock purchase warrant (the "Other
Warrant #39") to acquire 108,000 Shares at an exercise price of $2.84 per Share,
subject to certain adjustments, (xliii) a common stock purchase warrant (the
"Other Warrant #40" and together with all the other warrants described
above in roman numerals "ii" through Roman Numeral "xlii", collectively, the
"Warrants") to acquire 108,000 Shares, at an exercise price of $2.09 per Share,
subject to certain adjustments. The Warrants each contain
an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99%
of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The
9.99% Issuance Limitation may be waived by the Investors by at
least 61 days notice, provided, however, that such notice shall only be
effective if delivered at a time when no indebtedness of the issuer is
outstanding to the holder or its affiliates and shall automatically become null
and void following notice to the issuer upon an Event of Default (as defined in
and pursuant to the terms of the applicable instrument). PSource is managed by
Laurus Capital Management,LLC ("LCM"). Valens U.S., VOFSPVI and VOFSPVII are
managed by Valens Capital Management, LLC ("VCM").
Eugene Grin and David Grin through other entities are the controlling principals
of LCM and VCM, and share voting and investment power over the securities owned
by the Investors reported in this Schedule 13G.
Item
1(a).
|
Name
Of Issuer: Creative Vistas,
Inc.
|
Item
1(b).
|
Address
of Issuer's Principal Executive
Offices:
|
|
4909
East McDowell Road, Phoenix, Arizona
85008
|
Item
2(a).
|
Name
of Person Filing: Laurus Capital Management,
LLC.
|
This Schedule 13G is
also filed on behalf of PSource Structured Debt Limited, a
closed-ended
company incorporated with limited liability in Guernsey,
Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens Offshore
SPV I, Ltd., a Cayman Islands limited company,
Valens Offshore SPV II, Corp., a Delaware
corporation, Valens Capital Management, LLC, a Delaware
limited liability company, Eugene Grin and David Grin. Laurus Capital
Management, LLC manages
PSource Structured Debt Limited. Valens Capital
Management, LLC manages Valens U.S. SPV I, LLC Valens Offshore SPV I, Ltd. and
Valens Offshore SPV II, Corp. Eugene Grin and David Grin, through
other entities, are the controlling principals
of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share voting and investment power over the
securities owned by PSource Structured Debt
Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV I,
Ltd. and Valens Offshore SPV II, Corp. reported in this Schedule
13G. Information related to each of PSource Structured
Debt Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens
Offshore SPV II, Corp., Valens
Capital Management, LLC, Eugene Grin and David
Grin is set forth on
Appendix
A hereto.
Item
2(b).
|
Address
of Principal Business Office or, if
None,Residence:
|
335
Madison Avenue, 10th Floor, New York, NY 10017
Delaware
Item
2(d).
|
Title
of Class of Securities: Common Stock, no par value per
share
|
Item
2(e).
|
CUSIP
No.: 225300201
|
|
(a)
|
Amount
Beneficially Owned: 3,718,770
|
|
(b)
|
Percent
of Class: 9.99%
|
|
(c)
|
Number
of Shares as to which the person
has:
|
|
i)
|
sole
power to vote or to direct the
vote: 0*
|
|
(ii)
|
shared
power to vote or to direct the vote:
3,718,770
|
|
(iii)
|
sole
power to dispose or to direct the disposition of:
0*
|
|
(iv)
|
shared
power to dispose or to direct the disposition of:
3,718,770
|
*Based
on 37,224,926 shares of the common stock, no
par value per share (the "Shares"), outstanding of
Creative Vistas, Inc., an Arizona corporation
(the "Company"), as disclosed in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens
U.S."), Valens Offshore SPV I, Ltd. ("VOFSPVI"), Valens Offshore SPV II, Corp.
("VOFSPVII") and PSource Structured Debt
Limited ("PSource", and together with Valens U.S., VOFSPVI
and VOFSPVII, the "Investors"), collectively held (i)
3,545,109 Shares, (ii) a common stock
purchase warrant (the "Other Warrant A") to acquire 812,988 Shares at
an exercise price of $0.01 per Share, subject to
certain adjustments, (iii) a common
stock purchase warrant (the "Other Warrant B")
to acquire 1,738,365 Shares at an
exercise price of $0.01 per Share, subject to
certain adjustments, (iv) a common stock
purchase warrant (the "Other Warrant #1") to acquire 108,000 Shares
at an exercise price of $0.90 per Share, subject to certain
adjustments, (v) a common stock purchase warrant (the "Other Warrant
#2") to acquire 108,000 Shares at an exercise price of $1.15 per
Share, subject to certain adjustments, (vi) a common stock purchase
warrant (the "Other Warrant #3") to acquire 108,000 Shares at an exercise price
of $1.25 per Share, subject to certain adjustments, (vii) a common stock
purchase warrant (the "Other Warrant #4") to acquire 108,000 Shares at an
exercise price of $2.28 per Share, subject to
certain adjustments, (viii) a
common stock purchase warrant (the "Other
Warrant #5") to acquire 108,000 Shares at an exercise price of $2.10
per Share, subject to certain adjustments, (ix) a
common stock purchase warrant (the "Other
Warrant #6") to acquire 108,000 Shares at an exercise price of $2.55
per Share, subject to certain adjustments, (x) a common stock purchase warrant
(the "Other Warrant #7") to acquire 108,000 Shares at an exercise
price of $2.73 per Share, subject to certain adjustments, (xi) a
common stock purchase warrant (the "Other Warrant #8") to
acquire 108,000 Shares at an exercise price of $2.43 per Share,
subject to certain adjustments, (xii) a common stock purchase warrant (the
"Other Warrant #9") to acquire 139,800 Shares
at an exercise price of $0.0067 per Share, subject to certain adjustments,
(
xiii) a common stock purchase
warrant (the "Other Warrant #10") to acquire 2,250,000
Shares at an exercise price of $1.15 per Share, subject to certain
adjustments, (xiv) a common stock purchase warrant (the "Other
Warrant #11") to acquire 100,000 Shares at an exercise price of
$1.20 per Share, subject to certain adjustments, (xv)
a common stock purchase warrant (the
"Other Warrant #12") to
acquire 100,000 Shares at an exercise price of $1.01 per
Share, subject to certain adjustments, (xvi) a common stock purchase warrant
(the "Other Warrant #13") to acquire 313,000 Shares at an
exercise price of $1.00 per Share, subject
to certain adjustments, (xvii) a common
stock purchase warrant (the
"Other Warrant #14") to acquire 100,000 Shares
at an exercise price of $0.90 per Share, subject to certain
adjustments, (xviii) a
common stock purchase warrant (the
"Other Warrant #15") to acquire 107,999 Shares
at an exercise price of $2.60
per Share, subject to certain
adjustments, (xix) a common stock purchase warrant (the
"Other Warrant #16") to acquire 107,999 Shares at an
exercise price of $2.55 per Share, subject to
certain adjustments, (xx) a
common stock purchase warrant (the "Other
Warrant #17") to acquire 1,916,451 Shares at an exercise price of $0.01 per
Share, subject to certain adjustments, (xxi) a common stock purchase warrant
(the "Other Warrant #18") to acquire 627,451 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (xxii)a common stock purchase
warrant (the "Other Warrant #19") to acquire 1,333,333 Shares at an exercise
price of $0.01 per Share, subject to certain adjustments, (xxiii) a common stock
purchase warrant (the "Other Warrant #20") to acquire 214,033 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xxiv)a
common stock purchase warrant (the "Other Warrant #21") to acquire 582,367
Shares at an exercise price of $0.01 per Share, subject to certain adjustments,
(xxv) a common stock purchase warrant (the "Other Warrant #22") to acquire 2,350
Shares at an exercise price of $0.01 per Share, subject to certain
adjustments,(xxvi) a common stock purchase warrant (the "Other Warrant #23") to
acquire 16,242 Shares at an exercise price of $1.98 per Share, subject to
certain adjustments, (xxvii)a common stock purchase warrant (the "Other Warrant
#24") to acquire 22,425 Shares at an exercise price of $1.98 per Share, subject
to certain adjustments, (xxviii) a common stock purchase warrant (the "Other
Warrant #25") to acquire 26,859 Shares at an exercise price of $1.98 per Share,
subject to certain adjustments, (xxix)a common stock purchase warrant (the
"Other Warrant #26") to acquire 42,473 Shares at an exercise price of $1.98 per
Share, subject to certain adjustments, (xxx) a common stock purchase warrant
(the "Other Warrant #27") to acquire 16,242 Shares at an exercise price of $1.02
per Share, subject to certain adjustments, (xxxi)a common stock purchase warrant
(the "Other Warrant #28") to acquire 22,425 Shares at an exercise price of $1.02
per Share, subject to certain adjustments, (xxxii) a common stock purchase
warrant (the "Other Warrant 29" to acquire 26,859 Shares at an exercise price of
$1.02 per Share, subject to certain adjustments, (xxxiii) a common stock
purchase warrant (the "Other Warrant 30") to acquire 42,473 Shares at an
exercise price of $1.02 per Share, subject to certain adjustments, (xxxiv) a
common stock purchase warrant (the "Other Warrant #31") to acquire 16,242 Shares
at an exercise price of $1.15 per Share, subject to certain adjustments, (xxxv)a
common stock purchase warrant (the "Other Warrant #32") to acquire 22,425 Shares
at an exercise price of $1.15 per Share, subject to certain adjustments, (xxxvi)
a common stock purchase warrant (the "Other Warrant #33") to acquire 26,859
Shares at an exercise price of $1.15 per Share, subject to certain adjustments,
(xxviii)a common stock purchase warrant (the "Other Warrant #34") to acquire
42,473 Shares at an exercise price of $1.15 per Share, subject to certain
adjustments, (xxviii) a common stock purchase warrant (the "Other Warrant #35")
to acquire 7,467 Shares at an exercise price of $2.04 per Share, subject to
certain adjustments, (xxxix)a common stock purchase warrant (the "Other Warrant
#36") to acquire 22,425 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xl) a common stock purchase warrant (the "Other Warrant
#37") to acquire 3,775 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xli)a common stock purchase warrant (the "Other Warrant
#38") to acquire 74,332 Shares at an exercise price of $2.04 per Share, subject
to certain adjustments, (xlii) a common stock purchase warrant (the "Other
Warrant #39") to acquire 108,000 Shares at an exercise price of $2.84 per Share,
subject to certain adjustments, (xliii) a common stock purchase warrant (the
"Other Warrant #40" and together with all the other warrants
described above in roman numerals "ii" through Roman Numeral "xlii",
collectively, the "Warrants") to acquire 108,000 Shares, at an exercise price of
$2.09 per Share, subject to certain adjustments. The
Warrants each contain an issuance limitation
prohibiting the Investors from
exercising those securities to the extent that such
exercise would result in beneficial ownership by the
Investors of more than 9.99% of the Shares then issued and outstanding (the
"9.99% Issuance Limitation"). The 9.99%
Issuance Limitation may be waived by
the Investors by at least 61 days notice, provided, however, that
such notice shall only be effective if delivered at a time when no indebtedness
of the issuer is outstanding to the holder or its affiliates and shall
automatically become null and void following notice to the issuer upon an Event
of Default (as defined in and pursuant to the terms of the applicable
instrument). PSource is managed by Laurus Capital Management,LLC ("LCM"). Valens
U.S., VOFSPVI and VOFSPVII are managed by
Valens Capital Management, LLC ("VCM").
Eugene Grin and David Grin through other entities are the controlling principals
of LCM and VCM, and share voting and investment power over the securities owned
by the Investors reported in this Schedule 13G.
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
Not
applicable
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another
Person
|
Not
Applicable.
Item
7.
Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company or ControlPerson
Not
Applicable.
Item
8.
|
Identification
and Classification of Members of the
Group
|
Not
Applicable.
Item
9.
|
Notice
of Dissolution of Group
|
Not
Applicable.
By signing below
I certify that, to the best of
my knowledge and belief, the
securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
|
January 13, 2010
|
|
Date
|
|
|
|
Laurus
Capital Management,LLC
|
|
|
|
By: /s/ Eugene
Grin
|
|
Name: Eugene
Grin
|
|
Title:
Principal
|
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001)
CUSIP No.
225300201
APPENDIX
A
A.
|
Name:
|
|
PSource
Structured Debt Limited, a closed ended company incorporated with limited
liability in Guernsey
|
|
|
|
|
|
Address:
|
|
335
Madison Avenue, 10th Floor
|
|
|
|
New
York, New York 10017
|
|
|
|
|
|
Place
of Organization:
|
|
Guernsey
|
|
|
|
|
B.
|
Name:
|
|
Valens
U.S. SPV I, LLC, a Delaware limited liability company
|
|
|
|
|
|
Address:
|
|
335
Madison Avenue, 10th Floor
|
|
|
|
New
York, New York 10017
|
|
|
|
|
|
Place
of Organization:
|
|
Delaware
|
|
|
|
|
C.
|
Name:
|
|
Valens
Offshore SPV I Ltd., a Cayman Islands limited company
|
|
|
|
|
|
Address:
|
|
335
Madison Avenue, 10th Floor
|
|
|
|
New
York, New York 10017
|
|
|
|
|
|
Place
of Organization:
|
|
Cayman
Islands
|
|
|
|
|
D.
|
Name:
|
|
Valens
Offshore SPV II, Corp., a Delaware corporation
|
|
|
|
|
|
Address:
|
|
335
Madison Avenue, 10th Floor
|
|
|
|
New
York, New York 10017
|
|
|
|
|
|
Place
of Organization:
|
|
Delaware
|
|
|
|
|
E.
|
Name:
|
|
Valens
Capital Management, LLC, a Delaware limited liability
company
|
|
|
|
|
|
Address:
|
|
335
Madison Avenue, 10th Floor
|
|
|
|
New
York, New York 10017
|
|
|
|
|
|
Place
of Organization:
|
|
Delaware
|
|
|
|
|
F.
|
Name:
|
|
David
Grin
|
|
Business
Address:
|
|
335
Madison Avenue, 10th Floor
|
|
|
|
New
York, New York 10017
|
|
|
|
|
|
Principal
Occupation:
|
|
Principal
of Laurus Capital Management, LLC
|
|
|
|
|
|
Citizenship:
|
|
Israel
|
|
|
|
|
G.
|
Name:
|
|
Eugene
Grin
|
|
Business
Address:
|
|
335
Madison Avenue, 10th Floor
|
|
|
|
New
York, New York 10017
|
|
|
|
|
|
Principal
Occupation:
|
|
Principal
of Laurus Capital Management, LLC
|
|
|
|
|
|
Citizenship:
|
|
United
States
|
CUSIP No.
225300201
Each of
PSource Structured Debt Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV I,
Ltd., Valens Offshore SPV II, Corp., Valens Capital Management, LLC, Laurus
Capital Management, LLC, David Grin and Eugene Grin hereby
agree, by their execution below, that the
Schedule 13G to which this Appendix A is attached is filed
on
behalf of
each of them, respectively.
Laurus
Capital Management, LLC,
|
|
PSource
Structured Debt Limited
|
|
By
Laurus Capital Management, LLC,
|
individually
and as investment manager
|
|
|
/s/ Eugene Grin
|
|
Eugene
Grin
|
|
Authorized
Signatory
|
|
January
13, 2010
|
|
|
|
Valens
U.S. SPV I, LLC
|
|
Valens
Offshore SPV I, Ltd.,
|
|
Valens
Offshore SPV II, Corp.
|
|
Valens
Capital Management, LLC
|
|
By: Valens
Capital Management, LLC
|
individually
and as investment manager
|
|
|
/s/ Eugene Grin
|
|
Eugene
Grin
|
|
Authorized
Signatory
|
|
January
13, 2010
|
|
|
|
/s/ David Grin
|
|
David
Grin
|
|
January
13, 2010
|
|
|
|
/s/ Eugene Grin
|
|
Eugene
Grin
|
|
January
13, 2010
|
|
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