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. 2)*
CREATIVE
VISTAS, INC.
Common
Stock, no par value per share
(Title of Class of Securities)
225300201
(CUSIP Number)
December
31, 2009
(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:
|
3,789,634*
|
|
|
(7) Sole Dispositive
Power:
|
0*
|
|
|
(8) Shared Dispositive
Power:
|
3,789,634*
|
(9) Aggregate
Amount Beneficially Owned by Each Reporting Person:
3,789,634
(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
37,488,714 shares of the common stock, no par value per share (the "Shares"),
outstanding of Creative Vistas, Inc., an Arizona corporation (the "Company"), as
of November 16, 2009 as disclosed in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2009. As of December 31, 2009,
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) 3,353,854 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
108,000 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 108,000 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,
(xxvii)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") to acquire 108,000 Shares, at an exercise price of
$2.08 per Share, subject to certain adjustments, (xliv) a common stock purchase
warrant (the "Other Warrant #41") to acquire 63,815 Shares at an exercise price
of $0.18 per Share, subject to certain adjustments, (xlv) a common stock
purchase warrant (the "Other Warrant #42") to acquire 16,242 Shares, at an
exercise price of $0.18 per Share, subject to certain adjustments, (xlvi) a
common stock purchase warrant (the "Other Warrant #43") to acquire 27,943
Shares, at an exercise price of $0.18 per Share, subject to certain adjustments,
(xlvii) a common stock purchase warrant (the "Other Warrant #44") to acquire
63,815 Shares at an exercise price of $0.19 per Share, subject to certain
adjustments,(xlviii) a common stock purchase warrant (the "Other Warrant #45")
to acquire 16,242 Shares, at an exercise price of $0.19 per Share, subject to
certain adjustments, (xlix) a common stock purchase warrant (the "Other Warrant
#46") to acquire 27,943 Shares, at an exercise price of $0.19 per Share, subject
to certain adjustments, (l) a common stock purchase warrant (the "Other Warrant
#47") to acquire 42,473 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (li) a common stock purchase warrant (the "Other Warrant
#48") to acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments; (lii) a common stock purchase warrant (the "Other
Warrant #49") to acquire 27,943 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (liii) a common stock purchase warrant (the
"Other Warrant #50") to acquire 16,242 Shares, at an exercise price of $0.27 per
Share, subject to certain adjustments; (liv) a common stock purchase warrant
(the "Other Warrant #51") to acquire 27,943 Shares, at an exercise price of
$0.27 per Share, subject to certain adjustments, (lv) a common stock purchase
warrant (the "Other Warrant #52") to acquire 63,815 Shares at an exercise price
of $0.27 per Share, subject to certain adjustments, (lvi) a common stock
purchase warrant (the "Other Warrant #53") to acquire 16,242 Shares, at an
exercise price of $0.27 per Share, subject to certain adjustments, (lvii) a
common stock purchase warrant (the "Other Warrant #54") to acquire 27,943
Shares, at an exercise price of $0.27 per Share, subject to certain adjustments,
(lviii) a common stock purchase warrant (the "Other Warrant #55") to acquire
63,815 Shares at an exercise price of $0.27 per Share, subject to certain
adjustments, (lix) a common stock purchase warrant (the "Other Warrant #56") to
acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (lx) a common stock purchase warrant (the "Other Warrant
#57") to acquire 27,943 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (lxi) a common stock purchase warrant (the "Other
Warrant #58") to acquire 63,815 Shares at an exercise price of $0.25 per Share,
subject to certain adjustments, (lxii) a common stock purchase warrant (the
"Other Warrant #59") to acquire 16,242 Shares, at an exercise price of $0.16 per
Share, subject to certain adjustments, (lxiii) a common stock purchase warrant
(the "Other Warrant #60") to acquire 27,943 Shares, at an exercise price of
$0.16 per Share, subject to certain adjustments, (lxiv) a common stock purchase
warrant (the "Other Warrant #61") to acquire 63,815 Shares at an exercise price
of $0.16 per Share, subject to certain adjustments, (lxv) a common stock
purchase warrant (the "Other Warrant #62") to acquire 16,242 Shares, at an
exercise price of $0.12 per Share, subject to certain adjustments, (lxvi) a
common stock purchase warrant (the "Other Warrant #63") to acquire 27,943
Shares, at an exercise price of $0.12 per Share, subject to certain adjustments,
(lxviii) a common stock purchase warrant (the "Other Warrant #64") to acquire
63,815 Shares at an exercise price of $0.12 per Share, subject to certain
adjustments, (lxix) a common stock purchase warrant (the "Other Warrant #65") to
acquire 16,242 Shares, at an exercise price of $0.15 per Share, subject to
certain adjustments, (lxx) a common stock purchase warrant (the "Other Warrant
#66") to acquire 27,943 Shares, at an exercise price of $0.15 per Share, subject
to certain adjustments, (lxxi) a common stock purchase warrant (the "Other
Warrant #67) to acquire 63,815 Shares at an exercise price of $0.15 per Share,
subject to certain adjustments, (lxxi) a common stock purchase warrant (the
"Other Warrant #68") to acquire 16,242 Shares, at an exercise price of $0.15 per
Share, subject to certain adjustments, (lxxii) a common stock purchase warrant
(the "Other Warrant #69") to acquire 27,943 Shares, at an exercise price of
$0.15 per Share, subject to certain adjustments, (lxxiii) a common stock
purchase warrant (the "Other Warrant #70" and together with all the other
warrants described above in roman numerals "ii" through Roman Numeral "lxxii",
collectively, the "Warrants") to acquire 63,815 Shares at an exercise price of
$0.15 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"), subject to certain preapproval rights of
the board of directors of PSource. 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:
|
3,789,634*
|
|
|
(7)
Sole Dispositive Power:
|
0*
|
|
|
(8)
Shared Dispositive Power:
|
3,789,634*
|
(9) Aggregate Amount Beneficially Owned by Each
Reporting Person:
3,789,634
(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
37,488,714 shares of the common stock, no par value per share (the "Shares"),
outstanding of Creative Vistas, Inc., an Arizona corporation (the "Company"), as
of November 16, 2009 as disclosed in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2009. As of December 31, 2009,
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) 3,353,854 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
108,000 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 108,000 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,
(xxvii)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") to acquire 108,000 Shares, at an exercise price of
$2.08 per Share, subject to certain adjustments, (xliv) a common stock purchase
warrant (the "Other Warrant #41") to acquire 63,815 Shares at an exercise price
of $0.18 per Share, subject to certain adjustments, (xlv) a common stock
purchase warrant (the "Other Warrant #42") to acquire 16,242 Shares, at an
exercise price of $0.18 per Share, subject to certain adjustments, (xlvi) a
common stock purchase warrant (the "Other Warrant #43") to acquire 27,943
Shares, at an exercise price of $0.18 per Share, subject to certain adjustments,
(xlvii) a common stock purchase warrant (the "Other Warrant #44") to acquire
63,815 Shares at an exercise price of $0.19 per Share, subject to certain
adjustments,(xlviii) a common stock purchase warrant (the "Other Warrant #45")
to acquire 16,242 Shares, at an exercise price of $0.19 per Share, subject to
certain adjustments, (xlix) a common stock purchase warrant (the "Other Warrant
#46") to acquire 27,943 Shares, at an exercise price of $0.19 per Share, subject
to certain adjustments, (l) a common stock purchase warrant (the "Other Warrant
#47") to acquire 42,473 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (li) a common stock purchase warrant (the "Other Warrant
#48") to acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments; (lii) a common stock purchase warrant (the "Other
Warrant #49") to acquire 27,943 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (liii) a common stock purchase warrant (the
"Other Warrant #50") to acquire 16,242 Shares, at an exercise price of $0.27 per
Share, subject to certain adjustments; (liv) a common stock purchase warrant
(the "Other Warrant #51") to acquire 27,943 Shares, at an exercise price of
$0.27 per Share, subject to certain adjustments, (lv) a common stock purchase
warrant (the "Other Warrant #52") to acquire 63,815 Shares at an exercise price
of $0.27 per Share, subject to certain adjustments, (lvi) a common stock
purchase warrant (the "Other Warrant #53") to acquire 16,242 Shares, at an
exercise price of $0.27 per Share, subject to certain adjustments, (lvii) a
common stock purchase warrant (the "Other Warrant #54") to acquire 27,943
Shares, at an exercise price of $0.27 per Share, subject to certain adjustments,
(lviii) a common stock purchase warrant (the "Other Warrant #55") to acquire
63,815 Shares at an exercise price of $0.27 per Share, subject to certain
adjustments, (lix) a common stock purchase warrant (the "Other Warrant #56") to
acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (lx) a common stock purchase warrant (the "Other Warrant
#57") to acquire 27,943 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (lxi) a common stock purchase warrant (the "Other
Warrant #58") to acquire 63,815 Shares at an exercise price of $0.25 per Share,
subject to certain adjustments, (lxii) a common stock purchase warrant (the
"Other Warrant #59") to acquire 16,242 Shares, at an exercise price of $0.16 per
Share, subject to certain adjustments, (lxiii) a common stock purchase warrant
(the "Other Warrant #60") to acquire 27,943 Shares, at an exercise price of
$0.16 per Share, subject to certain adjustments, (lxiv) a common stock purchase
warrant (the "Other Warrant #61") to acquire 63,815 Shares at an exercise price
of $0.16 per Share, subject to certain adjustments, (lxv) a common stock
purchase warrant (the "Other Warrant #62") to acquire 16,242 Shares, at an
exercise price of $0.12 per Share, subject to certain adjustments, (lxvi) a
common stock purchase warrant (the "Other Warrant #63") to acquire 27,943
Shares, at an exercise price of $0.12 per Share, subject to certain adjustments,
(lxviii) a common stock purchase warrant (the "Other Warrant #64") to acquire
63,815 Shares at an exercise price of $0.12 per Share, subject to certain
adjustments, (lxix) a common stock purchase warrant (the "Other Warrant #65") to
acquire 16,242 Shares, at an exercise price of $0.15 per Share, subject to
certain adjustments, (lxx) a common stock purchase warrant (the "Other Warrant
#66") to acquire 27,943 Shares, at an exercise price of $0.15 per Share, subject
to certain adjustments, (lxxi) a common stock purchase warrant (the "Other
Warrant #67) to acquire 63,815 Shares at an exercise price of $0.15 per Share,
subject to certain adjustments, (lxxi) a common stock purchase warrant (the
"Other Warrant #68") to acquire 16,242 Shares, at an exercise price of $0.15 per
Share, subject to certain adjustments, (lxxii) a common stock purchase warrant
(the "Other Warrant #69") to acquire 27,943 Shares, at an exercise price of
$0.15 per Share, subject to certain adjustments, (lxxiii) a common stock
purchase warrant (the "Other Warrant #70" and together with all the other
warrants described above in roman numerals "ii" through Roman Numeral "lxxii",
collectively, the "Warrants") to acquire 63,815 Shares at an exercise price of
$0.15 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"), subject to certain preapproval rights of
the board of directors of PSource. 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:
|
3,789,634*
|
|
|
(7)
Sole Dispositive Power:
|
0*
|
|
|
(8)
Shared Dispositive Power:
|
3,789,634*
|
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person:
3,789,634
(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
37,488,714 shares of the common stock, no par value per share (the "Shares"),
outstanding of Creative Vistas, Inc., an Arizona corporation (the "Company"), as
of November 16, 2009 as disclosed in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2009. As of December 31, 2009,
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) 3,353,854 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
108,000 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 108,000 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,
(xxvii)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") to acquire 108,000 Shares, at an exercise price of
$2.08 per Share, subject to certain adjustments, (xliv) a common stock purchase
warrant (the "Other Warrant #41") to acquire 63,815 Shares at an exercise price
of $0.18 per Share, subject to certain adjustments, (xlv) a common stock
purchase warrant (the "Other Warrant #42") to acquire 16,242 Shares, at an
exercise price of $0.18 per Share, subject to certain adjustments, (xlvi) a
common stock purchase warrant (the "Other Warrant #43") to acquire 27,943
Shares, at an exercise price of $0.18 per Share, subject to certain adjustments,
(xlvii) a common stock purchase warrant (the "Other Warrant #44") to acquire
63,815 Shares at an exercise price of $0.19 per Share, subject to certain
adjustments,(xlviii) a common stock purchase warrant (the "Other Warrant #45")
to acquire 16,242 Shares, at an exercise price of $0.19 per Share, subject to
certain adjustments, (xlix) a common stock purchase warrant (the "Other Warrant
#46") to acquire 27,943 Shares, at an exercise price of $0.19 per Share, subject
to certain adjustments, (l) a common stock purchase warrant (the "Other Warrant
#47") to acquire 42,473 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (li) a common stock purchase warrant (the "Other Warrant
#48") to acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments; (lii) a common stock purchase warrant (the "Other
Warrant #49") to acquire 27,943 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (liii) a common stock purchase warrant (the
"Other Warrant #50") to acquire 16,242 Shares, at an exercise price of $0.27 per
Share, subject to certain adjustments; (liv) a common stock purchase warrant
(the "Other Warrant #51") to acquire 27,943 Shares, at an exercise price of
$0.27 per Share, subject to certain adjustments, (lv) a common stock purchase
warrant (the "Other Warrant #52") to acquire 63,815 Shares at an exercise price
of $0.27 per Share, subject to certain adjustments, (lvi) a common stock
purchase warrant (the "Other Warrant #53") to acquire 16,242 Shares, at an
exercise price of $0.27 per Share, subject to certain adjustments, (lvii) a
common stock purchase warrant (the "Other Warrant #54") to acquire 27,943
Shares, at an exercise price of $0.27 per Share, subject to certain adjustments,
(lviii) a common stock purchase warrant (the "Other Warrant #55") to acquire
63,815 Shares at an exercise price of $0.27 per Share, subject to certain
adjustments, (lix) a common stock purchase warrant (the "Other Warrant #56") to
acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (lx) a common stock purchase warrant (the "Other Warrant
#57") to acquire 27,943 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (lxi) a common stock purchase warrant (the "Other
Warrant #58") to acquire 63,815 Shares at an exercise price of $0.25 per Share,
subject to certain adjustments, (lxii) a common stock purchase warrant (the
"Other Warrant #59") to acquire 16,242 Shares, at an exercise price of $0.16 per
Share, subject to certain adjustments, (lxiii) a common stock purchase warrant
(the "Other Warrant #60") to acquire 27,943 Shares, at an exercise price of
$0.16 per Share, subject to certain adjustments, (lxiv) a common stock purchase
warrant (the "Other Warrant #61") to acquire 63,815 Shares at an exercise price
of $0.16 per Share, subject to certain adjustments, (lxv) a common stock
purchase warrant (the "Other Warrant #62") to acquire 16,242 Shares, at an
exercise price of $0.12 per Share, subject to certain adjustments, (lxvi) a
common stock purchase warrant (the "Other Warrant #63") to acquire 27,943
Shares, at an exercise price of $0.12 per Share, subject to certain adjustments,
(lxviii) a common stock purchase warrant (the "Other Warrant #64") to acquire
63,815 Shares at an exercise price of $0.12 per Share, subject to certain
adjustments, (lxix) a common stock purchase warrant (the "Other Warrant #65") to
acquire 16,242 Shares, at an exercise price of $0.15 per Share, subject to
certain adjustments, (lxx) a common stock purchase warrant (the "Other Warrant
#66") to acquire 27,943 Shares, at an exercise price of $0.15 per Share, subject
to certain adjustments, (lxxi) a common stock purchase warrant (the "Other
Warrant #67) to acquire 63,815 Shares at an exercise price of $0.15 per Share,
subject to certain adjustments, (lxxi) a common stock purchase warrant (the
"Other Warrant #68") to acquire 16,242 Shares, at an exercise price of $0.15 per
Share, subject to certain adjustments, (lxxii) a common stock purchase warrant
(the "Other Warrant #69") to acquire 27,943 Shares, at an exercise price of
$0.15 per Share, subject to certain adjustments, (lxxiii) a common stock
purchase warrant (the "Other Warrant #70" and together with all the other
warrants described above in roman numerals "ii" through Roman Numeral "lxxii",
collectively, the "Warrants") to acquire 63,815 Shares at an exercise price of
$0.15 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"), subject to certain preapproval rights of
the board of directors of PSource. 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.
(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:
|
3,789,634*
|
|
|
(7)
Sole Dispositive Power:
|
0*
|
|
|
(8)
Shared Dispositive Power:
|
3,789,634*
|
(9) Aggregate
Amount Beneficially Owned by Each Reporting Person:
3,789,634
(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
37,488,714 shares of the common stock, no par value per share (the "Shares"),
outstanding of Creative Vistas, Inc., an Arizona corporation (the "Company"), as
of November 16, 2009 as disclosed in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2009. As of December 31, 2009,
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) 3,353,854 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
108,000 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 108,000 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,
(xxvii)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") to acquire 108,000 Shares, at an exercise price of
$2.08 per Share, subject to certain adjustments, (xliv) a common stock purchase
warrant (the "Other Warrant #41") to acquire 63,815 Shares at an exercise price
of $0.18 per Share, subject to certain adjustments, (xlv) a common stock
purchase warrant (the "Other Warrant #42") to acquire 16,242 Shares, at an
exercise price of $0.18 per Share, subject to certain adjustments, (xlvi) a
common stock purchase warrant (the "Other Warrant #43") to acquire 27,943
Shares, at an exercise price of $0.18 per Share, subject to certain adjustments,
(xlvii) a common stock purchase warrant (the "Other Warrant #44") to acquire
63,815 Shares at an exercise price of $0.19 per Share, subject to certain
adjustments,(xlviii) a common stock purchase warrant (the "Other Warrant #45")
to acquire 16,242 Shares, at an exercise price of $0.19 per Share, subject to
certain adjustments, (xlix) a common stock purchase warrant (the "Other Warrant
#46") to acquire 27,943 Shares, at an exercise price of $0.19 per Share, subject
to certain adjustments, (l) a common stock purchase warrant (the "Other Warrant
#47") to acquire 42,473 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (li) a common stock purchase warrant (the "Other Warrant
#48") to acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments; (lii) a common stock purchase warrant (the "Other
Warrant #49") to acquire 27,943 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (liii) a common stock purchase warrant (the
"Other Warrant #50") to acquire 16,242 Shares, at an exercise price of $0.27 per
Share, subject to certain adjustments; (liv) a common stock purchase warrant
(the "Other Warrant #51") to acquire 27,943 Shares, at an exercise price of
$0.27 per Share, subject to certain adjustments, (lv) a common stock purchase
warrant (the "Other Warrant #52") to acquire 63,815 Shares at an exercise price
of $0.27 per Share, subject to certain adjustments, (lvi) a common stock
purchase warrant (the "Other Warrant #53") to acquire 16,242 Shares, at an
exercise price of $0.27 per Share, subject to certain adjustments, (lvii) a
common stock purchase warrant (the "Other Warrant #54") to acquire 27,943
Shares, at an exercise price of $0.27 per Share, subject to certain adjustments,
(lviii) a common stock purchase warrant (the "Other Warrant #55") to acquire
63,815 Shares at an exercise price of $0.27 per Share, subject to certain
adjustments, (lix) a common stock purchase warrant (the "Other Warrant #56") to
acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (lx) a common stock purchase warrant (the "Other Warrant
#57") to acquire 27,943 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (lxi) a common stock purchase warrant (the "Other
Warrant #58") to acquire 63,815 Shares at an exercise price of $0.25 per Share,
subject to certain adjustments, (lxii) a common stock purchase warrant (the
"Other Warrant #59") to acquire 16,242 Shares, at an exercise price of $0.16 per
Share, subject to certain adjustments, (lxiii) a common stock purchase warrant
(the "Other Warrant #60") to acquire 27,943 Shares, at an exercise price of
$0.16 per Share, subject to certain adjustments, (lxiv) a common stock purchase
warrant (the "Other Warrant #61") to acquire 63,815 Shares at an exercise price
of $0.16 per Share, subject to certain adjustments, (lxv) a common stock
purchase warrant (the "Other Warrant #62") to acquire 16,242 Shares, at an
exercise price of $0.12 per Share, subject to certain adjustments, (lxvi) a
common stock purchase warrant (the "Other Warrant #63") to acquire 27,943
Shares, at an exercise price of $0.12 per Share, subject to certain adjustments,
(lxviii) a common stock purchase warrant (the "Other Warrant #64") to acquire
63,815 Shares at an exercise price of $0.12 per Share, subject to certain
adjustments, (lxix) a common stock purchase warrant (the "Other Warrant #65") to
acquire 16,242 Shares, at an exercise price of $0.15 per Share, subject to
certain adjustments, (lxx) a common stock purchase warrant (the "Other Warrant
#66") to acquire 27,943 Shares, at an exercise price of $0.15 per Share, subject
to certain adjustments, (lxxi) a common stock purchase warrant (the "Other
Warrant #67) to acquire 63,815 Shares at an exercise price of $0.15 per Share,
subject to certain adjustments, (lxxi) a common stock purchase warrant (the
"Other Warrant #68") to acquire 16,242 Shares, at an exercise price of $0.15 per
Share, subject to certain adjustments, (lxxii) a common stock purchase warrant
(the "Other Warrant #69") to acquire 27,943 Shares, at an exercise price of
$0.15 per Share, subject to certain adjustments, (lxxiii) a common stock
purchase warrant (the "Other Warrant #70" and together with all the other
warrants described above in roman numerals "ii" through Roman Numeral "lxxii",
collectively, the "Warrants") to acquire 63,815 Shares at an exercise price of
$0.15 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"), subject to certain preapproval rights of
the board of directors of PSource. 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 II, Corp.
26-0811267
(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: Delaware
Number of
Shares Beneficially Owned by Each Reporting Person
With
(5)
Sole Voting Power:
|
0*
|
|
|
(6)
Shared Voting Power:
|
3,789,634*
|
|
|
(7)
Sole Dispositive Power:
|
0*
|
|
|
(8)
Shared Dispositive Power:
|
3,789,634*
|
(9) Aggregate
Amount Beneficially Owned by Each Reporting Person:
3,789,634
(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
37,488,714 shares of the common stock, no par value per share (the "Shares"),
outstanding of Creative Vistas, Inc., an Arizona corporation (the "Company"), as
of November 16, 2009 as disclosed in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2009. As of December 31, 2009,
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) 3,353,854 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
108,000 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 108,000 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,
(xxvii)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") to acquire 108,000 Shares, at an exercise price of
$2.08 per Share, subject to certain adjustments, (xliv) a common stock purchase
warrant (the "Other Warrant #41") to acquire 63,815 Shares at an exercise price
of $0.18 per Share, subject to certain adjustments, (xlv) a common stock
purchase warrant (the "Other Warrant #42") to acquire 16,242 Shares, at an
exercise price of $0.18 per Share, subject to certain adjustments, (xlvi) a
common stock purchase warrant (the "Other Warrant #43") to acquire 27,943
Shares, at an exercise price of $0.18 per Share, subject to certain adjustments,
(xlvii) a common stock purchase warrant (the "Other Warrant #44") to acquire
63,815 Shares at an exercise price of $0.19 per Share, subject to certain
adjustments,(xlviii) a common stock purchase warrant (the "Other Warrant #45")
to acquire 16,242 Shares, at an exercise price of $0.19 per Share, subject to
certain adjustments, (xlix) a common stock purchase warrant (the "Other Warrant
#46") to acquire 27,943 Shares, at an exercise price of $0.19 per Share, subject
to certain adjustments, (l) a common stock purchase warrant (the "Other Warrant
#47") to acquire 42,473 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (li) a common stock purchase warrant (the "Other Warrant
#48") to acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments; (lii) a common stock purchase warrant (the "Other
Warrant #49") to acquire 27,943 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (liii) a common stock purchase warrant (the
"Other Warrant #50") to acquire 16,242 Shares, at an exercise price of $0.27 per
Share, subject to certain adjustments; (liv) a common stock purchase warrant
(the "Other Warrant #51") to acquire 27,943 Shares, at an exercise price of
$0.27 per Share, subject to certain adjustments, (lv) a common stock purchase
warrant (the "Other Warrant #52") to acquire 63,815 Shares at an exercise price
of $0.27 per Share, subject to certain adjustments, (lvi) a common stock
purchase warrant (the "Other Warrant #53") to acquire 16,242 Shares, at an
exercise price of $0.27 per Share, subject to certain adjustments, (lvii) a
common stock purchase warrant (the "Other Warrant #54") to acquire 27,943
Shares, at an exercise price of $0.27 per Share, subject to certain adjustments,
(lviii) a common stock purchase warrant (the "Other Warrant #55") to acquire
63,815 Shares at an exercise price of $0.27 per Share, subject to certain
adjustments, (lix) a common stock purchase warrant (the "Other Warrant #56") to
acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (lx) a common stock purchase warrant (the "Other Warrant
#57") to acquire 27,943 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (lxi) a common stock purchase warrant (the "Other
Warrant #58") to acquire 63,815 Shares at an exercise price of $0.25 per Share,
subject to certain adjustments, (lxii) a common stock purchase warrant (the
"Other Warrant #59") to acquire 16,242 Shares, at an exercise price of $0.16 per
Share, subject to certain adjustments, (lxiii) a common stock purchase warrant
(the "Other Warrant #60") to acquire 27,943 Shares, at an exercise price of
$0.16 per Share, subject to certain adjustments, (lxiv) a common stock purchase
warrant (the "Other Warrant #61") to acquire 63,815 Shares at an exercise price
of $0.16 per Share, subject to certain adjustments, (lxv) a common stock
purchase warrant (the "Other Warrant #62") to acquire 16,242 Shares, at an
exercise price of $0.12 per Share, subject to certain adjustments, (lxvi) a
common stock purchase warrant (the "Other Warrant #63") to acquire 27,943
Shares, at an exercise price of $0.12 per Share, subject to certain adjustments,
(lxviii) a common stock purchase warrant (the "Other Warrant #64") to acquire
63,815 Shares at an exercise price of $0.12 per Share, subject to certain
adjustments, (lxix) a common stock purchase warrant (the "Other Warrant #65") to
acquire 16,242 Shares, at an exercise price of $0.15 per Share, subject to
certain adjustments, (lxx) a common stock purchase warrant (the "Other Warrant
#66") to acquire 27,943 Shares, at an exercise price of $0.15 per Share, subject
to certain adjustments, (lxxi) a common stock purchase warrant (the "Other
Warrant #67) to acquire 63,815 Shares at an exercise price of $0.15 per Share,
subject to certain adjustments, (lxxi) a common stock purchase warrant (the
"Other Warrant #68") to acquire 16,242 Shares, at an exercise price of $0.15 per
Share, subject to certain adjustments, (lxxii) a common stock purchase warrant
(the "Other Warrant #69") to acquire 27,943 Shares, at an exercise price of
$0.15 per Share, subject to certain adjustments, (lxxiii) a common stock
purchase warrant (the "Other Warrant #70" and together with all the other
warrants described above in roman numerals "ii" through Roman Numeral "lxxii",
collectively, the "Warrants") to acquire 63,815 Shares at an exercise price of
$0.15 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"), subject to certain preapproval rights of
the board of directors of PSource. 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:
|
3,789,634*
|
|
|
(7)
Sole Dispositive Power:
|
0*
|
|
|
(8)
Shared Dispositive Power:
|
3,789,634*
|
(9) Aggregate Amount Beneficially Owned
by Each Reporting Person:
3,789,634
(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
37,488,714 shares of the common stock, no par value per share (the "Shares"),
outstanding of Creative Vistas, Inc., an Arizona corporation (the "Company"), as
of November 16, 2009 as disclosed in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2009. As of December 31, 2009,
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) 3,353,854 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
108,000 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 108,000 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,
(xxvii)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") to acquire 108,000 Shares, at an exercise price of
$2.08 per Share, subject to certain adjustments, (xliv) a common stock purchase
warrant (the "Other Warrant #41") to acquire 63,815 Shares at an exercise price
of $0.18 per Share, subject to certain adjustments, (xlv) a common stock
purchase warrant (the "Other Warrant #42") to acquire 16,242 Shares, at an
exercise price of $0.18 per Share, subject to certain adjustments, (xlvi) a
common stock purchase warrant (the "Other Warrant #43") to acquire 27,943
Shares, at an exercise price of $0.18 per Share, subject to certain adjustments,
(xlvii) a common stock purchase warrant (the "Other Warrant #44") to acquire
63,815 Shares at an exercise price of $0.19 per Share, subject to certain
adjustments,(xlviii) a common stock purchase warrant (the "Other Warrant #45")
to acquire 16,242 Shares, at an exercise price of $0.19 per Share, subject to
certain adjustments, (xlix) a common stock purchase warrant (the "Other Warrant
#46") to acquire 27,943 Shares, at an exercise price of $0.19 per Share, subject
to certain adjustments, (l) a common stock purchase warrant (the "Other Warrant
#47") to acquire 42,473 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (li) a common stock purchase warrant (the "Other Warrant
#48") to acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments; (lii) a common stock purchase warrant (the "Other
Warrant #49") to acquire 27,943 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (liii) a common stock purchase warrant (the
"Other Warrant #50") to acquire 16,242 Shares, at an exercise price of $0.27 per
Share, subject to certain adjustments; (liv) a common stock purchase warrant
(the "Other Warrant #51") to acquire 27,943 Shares, at an exercise price of
$0.27 per Share, subject to certain adjustments, (lv) a common stock purchase
warrant (the "Other Warrant #52") to acquire 63,815 Shares at an exercise price
of $0.27 per Share, subject to certain adjustments, (lvi) a common stock
purchase warrant (the "Other Warrant #53") to acquire 16,242 Shares, at an
exercise price of $0.27 per Share, subject to certain adjustments, (lvii) a
common stock purchase warrant (the "Other Warrant #54") to acquire 27,943
Shares, at an exercise price of $0.27 per Share, subject to certain adjustments,
(lviii) a common stock purchase warrant (the "Other Warrant #55") to acquire
63,815 Shares at an exercise price of $0.27 per Share, subject to certain
adjustments, (lix) a common stock purchase warrant (the "Other Warrant #56") to
acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (lx) a common stock purchase warrant (the "Other Warrant
#57") to acquire 27,943 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (lxi) a common stock purchase warrant (the "Other
Warrant #58") to acquire 63,815 Shares at an exercise price of $0.25 per Share,
subject to certain adjustments, (lxii) a common stock purchase warrant (the
"Other Warrant #59") to acquire 16,242 Shares, at an exercise price of $0.16 per
Share, subject to certain adjustments, (lxiii) a common stock purchase warrant
(the "Other Warrant #60") to acquire 27,943 Shares, at an exercise price of
$0.16 per Share, subject to certain adjustments, (lxiv) a common stock purchase
warrant (the "Other Warrant #61") to acquire 63,815 Shares at an exercise price
of $0.16 per Share, subject to certain adjustments, (lxv) a common stock
purchase warrant (the "Other Warrant #62") to acquire 16,242 Shares, at an
exercise price of $0.12 per Share, subject to certain adjustments, (lxvi) a
common stock purchase warrant (the "Other Warrant #63") to acquire 27,943
Shares, at an exercise price of $0.12 per Share, subject to certain adjustments,
(lxviii) a common stock purchase warrant (the "Other Warrant #64") to acquire
63,815 Shares at an exercise price of $0.12 per Share, subject to certain
adjustments, (lxix) a common stock purchase warrant (the "Other Warrant #65") to
acquire 16,242 Shares, at an exercise price of $0.15 per Share, subject to
certain adjustments, (lxx) a common stock purchase warrant (the "Other Warrant
#66") to acquire 27,943 Shares, at an exercise price of $0.15 per Share, subject
to certain adjustments, (lxxi) a common stock purchase warrant (the "Other
Warrant #67) to acquire 63,815 Shares at an exercise price of $0.15 per Share,
subject to certain adjustments, (lxxi) a common stock purchase warrant (the
"Other Warrant #68") to acquire 16,242 Shares, at an exercise price of $0.15 per
Share, subject to certain adjustments, (lxxii) a common stock purchase warrant
(the "Other Warrant #69") to acquire 27,943 Shares, at an exercise price of
$0.15 per Share, subject to certain adjustments, (lxxiii) a common stock
purchase warrant (the "Other Warrant #70" and together with all the other
warrants described above in roman numerals "ii" through Roman Numeral "lxxii",
collectively, the "Warrants") to acquire 63,815 Shares at an exercise price of
$0.15 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"), subject to certain preapproval rights of
the board of directors of PSource. 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:
|
3,789,634*
|
|
|
(7)
Sole Dispositive Power:
|
0*
|
|
|
(8)
Shared Dispositive Power:
|
3,789,634*
|
(9) Aggregate
Amount Beneficially Owned by Each Reporting Person:
3,789,634
(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
37,488,714 shares of the common stock, no par value per share (the "Shares"),
outstanding of Creative Vistas, Inc., an Arizona corporation (the "Company"), as
of November 16, 2009 as disclosed in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2009. As of December 31, 2009,
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) 3,353,854 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
108,000 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 108,000 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,
(xxvii)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") to acquire 108,000 Shares, at an exercise price of
$2.08 per Share, subject to certain adjustments, (xliv) a common stock purchase
warrant (the "Other Warrant #41") to acquire 63,815 Shares at an exercise price
of $0.18 per Share, subject to certain adjustments, (xlv) a common stock
purchase warrant (the "Other Warrant #42") to acquire 16,242 Shares, at an
exercise price of $0.18 per Share, subject to certain adjustments, (xlvi) a
common stock purchase warrant (the "Other Warrant #43") to acquire 27,943
Shares, at an exercise price of $0.18 per Share, subject to certain adjustments,
(xlvii) a common stock purchase warrant (the "Other Warrant #44") to acquire
63,815 Shares at an exercise price of $0.19 per Share, subject to certain
adjustments,(xlviii) a common stock purchase warrant (the "Other Warrant #45")
to acquire 16,242 Shares, at an exercise price of $0.19 per Share, subject to
certain adjustments, (xlix) a common stock purchase warrant (the "Other Warrant
#46") to acquire 27,943 Shares, at an exercise price of $0.19 per Share, subject
to certain adjustments, (l) a common stock purchase warrant (the "Other Warrant
#47") to acquire 42,473 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (li) a common stock purchase warrant (the "Other Warrant
#48") to acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments; (lii) a common stock purchase warrant (the "Other
Warrant #49") to acquire 27,943 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (liii) a common stock purchase warrant (the
"Other Warrant #50") to acquire 16,242 Shares, at an exercise price of $0.27 per
Share, subject to certain adjustments; (liv) a common stock purchase warrant
(the "Other Warrant #51") to acquire 27,943 Shares, at an exercise price of
$0.27 per Share, subject to certain adjustments, (lv) a common stock purchase
warrant (the "Other Warrant #52") to acquire 63,815 Shares at an exercise price
of $0.27 per Share, subject to certain adjustments, (lvi) a common stock
purchase warrant (the "Other Warrant #53") to acquire 16,242 Shares, at an
exercise price of $0.27 per Share, subject to certain adjustments, (lvii) a
common stock purchase warrant (the "Other Warrant #54") to acquire 27,943
Shares, at an exercise price of $0.27 per Share, subject to certain adjustments,
(lviii) a common stock purchase warrant (the "Other Warrant #55") to acquire
63,815 Shares at an exercise price of $0.27 per Share, subject to certain
adjustments, (lix) a common stock purchase warrant (the "Other Warrant #56") to
acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (lx) a common stock purchase warrant (the "Other Warrant
#57") to acquire 27,943 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (lxi) a common stock purchase warrant (the "Other
Warrant #58") to acquire 63,815 Shares at an exercise price of $0.25 per Share,
subject to certain adjustments, (lxii) a common stock purchase warrant (the
"Other Warrant #59") to acquire 16,242 Shares, at an exercise price of $0.16 per
Share, subject to certain adjustments, (lxiii) a common stock purchase warrant
(the "Other Warrant #60") to acquire 27,943 Shares, at an exercise price of
$0.16 per Share, subject to certain adjustments, (lxiv) a common stock purchase
warrant (the "Other Warrant #61") to acquire 63,815 Shares at an exercise price
of $0.16 per Share, subject to certain adjustments, (lxv) a common stock
purchase warrant (the "Other Warrant #62") to acquire 16,242 Shares, at an
exercise price of $0.12 per Share, subject to certain adjustments, (lxvi) a
common stock purchase warrant (the "Other Warrant #63") to acquire 27,943
Shares, at an exercise price of $0.12 per Share, subject to certain adjustments,
(lxviii) a common stock purchase warrant (the "Other Warrant #64") to acquire
63,815 Shares at an exercise price of $0.12 per Share, subject to certain
adjustments, (lxix) a common stock purchase warrant (the "Other Warrant #65") to
acquire 16,242 Shares, at an exercise price of $0.15 per Share, subject to
certain adjustments, (lxx) a common stock purchase warrant (the "Other Warrant
#66") to acquire 27,943 Shares, at an exercise price of $0.15 per Share, subject
to certain adjustments, (lxxi) a common stock purchase warrant (the "Other
Warrant #67) to acquire 63,815 Shares at an exercise price of $0.15 per Share,
subject to certain adjustments, (lxxi) a common stock purchase warrant (the
"Other Warrant #68") to acquire 16,242 Shares, at an exercise price of $0.15 per
Share, subject to certain adjustments, (lxxii) a common stock purchase warrant
(the "Other Warrant #69") to acquire 27,943 Shares, at an exercise price of
$0.15 per Share, subject to certain adjustments, (lxxiii) a common stock
purchase warrant (the "Other Warrant #70" and together with all the other
warrants described above in roman numerals "ii" through Roman Numeral "lxxii",
collectively, the "Warrants") to acquire 63,815 Shares at an exercise price of
$0.15 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"), subject to certain preapproval rights of
the board of directors of PSource. 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:
|
3,789,634*
|
|
|
(7) Sole Dispositive
Power:
|
0*
|
|
|
(8) Shared Dispositive
Power:
|
3,789,634*
|
(9) Aggregate
Amount Beneficially Owned by Each Reporting Person:
3,789,634
(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
37,488,714 shares of the common stock, no par value per share (the "Shares"),
outstanding of Creative Vistas, Inc., an Arizona corporation (the "Company"), as
of November 16, 2009 as disclosed in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2009. As of December 31, 2009,
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) 3,353,854 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
108,000 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 108,000 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,
(xxvii)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") to acquire 108,000 Shares, at an exercise price of
$2.08 per Share, subject to certain adjustments, (xliv) a common stock purchase
warrant (the "Other Warrant #41") to acquire 63,815 Shares at an exercise price
of $0.18 per Share, subject to certain adjustments, (xlv) a common stock
purchase warrant (the "Other Warrant #42") to acquire 16,242 Shares, at an
exercise price of $0.18 per Share, subject to certain adjustments, (xlvi) a
common stock purchase warrant (the "Other Warrant #43") to acquire 27,943
Shares, at an exercise price of $0.18 per Share, subject to certain adjustments,
(xlvii) a common stock purchase warrant (the "Other Warrant #44") to acquire
63,815 Shares at an exercise price of $0.19 per Share, subject to certain
adjustments,(xlviii) a common stock purchase warrant (the "Other Warrant #45")
to acquire 16,242 Shares, at an exercise price of $0.19 per Share, subject to
certain adjustments, (xlix) a common stock purchase warrant (the "Other Warrant
#46") to acquire 27,943 Shares, at an exercise price of $0.19 per Share, subject
to certain adjustments, (l) a common stock purchase warrant (the "Other Warrant
#47") to acquire 42,473 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (li) a common stock purchase warrant (the "Other Warrant
#48") to acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments; (lii) a common stock purchase warrant (the "Other
Warrant #49") to acquire 27,943 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (liii) a common stock purchase warrant (the
"Other Warrant #50") to acquire 16,242 Shares, at an exercise price of $0.27 per
Share, subject to certain adjustments; (liv) a common stock purchase warrant
(the "Other Warrant #51") to acquire 27,943 Shares, at an exercise price of
$0.27 per Share, subject to certain adjustments, (lv) a common stock purchase
warrant (the "Other Warrant #52") to acquire 63,815 Shares at an exercise price
of $0.27 per Share, subject to certain adjustments, (lvi) a common stock
purchase warrant (the "Other Warrant #53") to acquire 16,242 Shares, at an
exercise price of $0.27 per Share, subject to certain adjustments, (lvii) a
common stock purchase warrant (the "Other Warrant #54") to acquire 27,943
Shares, at an exercise price of $0.27 per Share, subject to certain adjustments,
(lviii) a common stock purchase warrant (the "Other Warrant #55") to acquire
63,815 Shares at an exercise price of $0.27 per Share, subject to certain
adjustments, (lix) a common stock purchase warrant (the "Other Warrant #56") to
acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (lx) a common stock purchase warrant (the "Other Warrant
#57") to acquire 27,943 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (lxi) a common stock purchase warrant (the "Other
Warrant #58") to acquire 63,815 Shares at an exercise price of $0.25 per Share,
subject to certain adjustments, (lxii) a common stock purchase warrant (the
"Other Warrant #59") to acquire 16,242 Shares, at an exercise price of $0.16 per
Share, subject to certain adjustments, (lxiii) a common stock purchase warrant
(the "Other Warrant #60") to acquire 27,943 Shares, at an exercise price of
$0.16 per Share, subject to certain adjustments, (lxiv) a common stock purchase
warrant (the "Other Warrant #61") to acquire 63,815 Shares at an exercise price
of $0.16 per Share, subject to certain adjustments, (lxv) a common stock
purchase warrant (the "Other Warrant #62") to acquire 16,242 Shares, at an
exercise price of $0.12 per Share, subject to certain adjustments, (lxvi) a
common stock purchase warrant (the "Other Warrant #63") to acquire 27,943
Shares, at an exercise price of $0.12 per Share, subject to certain adjustments,
(lxviii) a common stock purchase warrant (the "Other Warrant #64") to acquire
63,815 Shares at an exercise price of $0.12 per Share, subject to certain
adjustments, (lxix) a common stock purchase warrant (the "Other Warrant #65") to
acquire 16,242 Shares, at an exercise price of $0.15 per Share, subject to
certain adjustments, (lxx) a common stock purchase warrant (the "Other Warrant
#66") to acquire 27,943 Shares, at an exercise price of $0.15 per Share, subject
to certain adjustments, (lxxi) a common stock purchase warrant (the "Other
Warrant #67) to acquire 63,815 Shares at an exercise price of $0.15 per Share,
subject to certain adjustments, (lxxi) a common stock purchase warrant (the
"Other Warrant #68") to acquire 16,242 Shares, at an exercise price of $0.15 per
Share, subject to certain adjustments, (lxxii) a common stock purchase warrant
(the "Other Warrant #69") to acquire 27,943 Shares, at an exercise price of
$0.15 per Share, subject to certain adjustments, (lxxiii) a common stock
purchase warrant (the "Other Warrant #70" and together with all the other
warrants described above in roman numerals "ii" through Roman Numeral "lxxii",
collectively, the "Warrants") to acquire 63,815 Shares at an exercise price of
$0.15 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"), subject to certain preapproval rights of
the board of directors of PSource. 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, subject to certain preapproval rights
of the board of directors of 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: 3,789,634
|
|
(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:
3,789,634*
|
|
(iii)
|
sole
power to dispose or to direct the disposition of:
0*
|
|
(iv)
|
shared
power to dispose or to direct the disposition of:
3,789,634*
|
____________________
*Based on
37,488,714 shares of the common stock, no par value per share (the "Shares"),
outstanding of Creative Vistas, Inc., an Arizona corporation (the "Company"), as
of November 16, 2009 as disclosed in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2009. As of December 31, 2009,
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) 3,353,854 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
108,000 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 108,000 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,
(xxvii)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") to acquire 108,000 Shares, at an exercise price of
$2.08 per Share, subject to certain adjustments, (xliv) a common stock purchase
warrant (the "Other Warrant #41") to acquire 63,815 Shares at an exercise price
of $0.18 per Share, subject to certain adjustments, (xlv) a common stock
purchase warrant (the "Other Warrant #42") to acquire 16,242 Shares, at an
exercise price of $0.18 per Share, subject to certain adjustments, (xlvi) a
common stock purchase warrant (the "Other Warrant #43") to acquire 27,943
Shares, at an exercise price of $0.18 per Share, subject to certain adjustments,
(xlvii) a common stock purchase warrant (the "Other Warrant #44") to acquire
63,815 Shares at an exercise price of $0.19 per Share, subject to certain
adjustments,(xlviii) a common stock purchase warrant (the "Other Warrant #45")
to acquire 16,242 Shares, at an exercise price of $0.19 per Share, subject to
certain adjustments, (xlix) a common stock purchase warrant (the "Other Warrant
#46") to acquire 27,943 Shares, at an exercise price of $0.19 per Share, subject
to certain adjustments, (l) a common stock purchase warrant (the "Other Warrant
#47") to acquire 42,473 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (li) a common stock purchase warrant (the "Other Warrant
#48") to acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments; (lii) a common stock purchase warrant (the "Other
Warrant #49") to acquire 27,943 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (liii) a common stock purchase warrant (the
"Other Warrant #50") to acquire 16,242 Shares, at an exercise price of $0.27 per
Share, subject to certain adjustments; (liv) a common stock purchase warrant
(the "Other Warrant #51") to acquire 27,943 Shares, at an exercise price of
$0.27 per Share, subject to certain adjustments, (lv) a common stock purchase
warrant (the "Other Warrant #52") to acquire 63,815 Shares at an exercise price
of $0.27 per Share, subject to certain adjustments, (lvi) a common stock
purchase warrant (the "Other Warrant #53") to acquire 16,242 Shares, at an
exercise price of $0.27 per Share, subject to certain adjustments, (lvii) a
common stock purchase warrant (the "Other Warrant #54") to acquire 27,943
Shares, at an exercise price of $0.27 per Share, subject to certain adjustments,
(lviii) a common stock purchase warrant (the "Other Warrant #55") to acquire
63,815 Shares at an exercise price of $0.27 per Share, subject to certain
adjustments, (lix) a common stock purchase warrant (the "Other Warrant #56") to
acquire 16,242 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (lx) a common stock purchase warrant (the "Other Warrant
#57") to acquire 27,943 Shares, at an exercise price of $0.25 per Share, subject
to certain adjustments, (lxi) a common stock purchase warrant (the "Other
Warrant #58") to acquire 63,815 Shares at an exercise price of $0.25 per Share,
subject to certain adjustments, (lxii) a common stock purchase warrant (the
"Other Warrant #59") to acquire 16,242 Shares, at an exercise price of $0.16 per
Share, subject to certain adjustments, (lxiii) a common stock purchase warrant
(the "Other Warrant #60") to acquire 27,943 Shares, at an exercise price of
$0.16 per Share, subject to certain adjustments, (lxiv) a common stock purchase
warrant (the "Other Warrant #61") to acquire 63,815 Shares at an exercise price
of $0.16 per Share, subject to certain adjustments, (lxv) a common stock
purchase warrant (the "Other Warrant #62") to acquire 16,242 Shares, at an
exercise price of $0.12 per Share, subject to certain adjustments, (lxvi) a
common stock purchase warrant (the "Other Warrant #63") to acquire 27,943
Shares, at an exercise price of $0.12 per Share, subject to certain adjustments,
(lxviii) a common stock purchase warrant (the "Other Warrant #64") to acquire
63,815 Shares at an exercise price of $0.12 per Share, subject to certain
adjustments, (lxix) a common stock purchase warrant (the "Other Warrant #65") to
acquire 16,242 Shares, at an exercise price of $0.15 per Share, subject to
certain adjustments, (lxx) a common stock purchase warrant (the "Other Warrant
#66") to acquire 27,943 Shares, at an exercise price of $0.15 per Share, subject
to certain adjustments, (lxxi) a common stock purchase warrant (the "Other
Warrant #67) to acquire 63,815 Shares at an exercise price of $0.15 per Share,
subject to certain adjustments, (lxxi) a common stock purchase warrant (the
"Other Warrant #68") to acquire 16,242 Shares, at an exercise price of $0.15 per
Share, subject to certain adjustments, (lxxii) a common stock purchase warrant
(the "Other Warrant #69") to acquire 27,943 Shares, at an exercise price of
$0.15 per Share, subject to certain adjustments, (lxxiii) a common stock
purchase warrant (the "Other Warrant #70" and together with all the other
warrants described above in roman numerals "ii" through Roman Numeral "lxxii",
collectively, the "Warrants") to acquire 63,815 Shares at an exercise price of
$0.15 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"), subject to certain preapproval rights of
the board of directors of PSource. 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.
|
February 12, 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:
|
|
United
States and 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, 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.
PSource
Structured Debt Limited
|
|
By
Laurus Capital Management, LLC,
|
as
investment manager
|
|
|
/s/ Eugene Grin
|
|
Eugene
Grin
|
|
Authorized
Signatory
|
|
February
12, 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
|
|
February
12, 2010
|
|
|
|
/s/ David Grin
|
|
David
Grin
|
|
February
12, 2010
|
|
|
|
/s/ Eugene Grin
|
|
Eugene
Grin
|
|
February
12, 2010
|
|
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