CUSIP
NO. 14166U104
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1.
|
NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mercator
Momentum Fund, L.P.
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
(a)
|
¨ | ||||
(b)
|
ý | ||||
3.
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SEC
USE ONLY
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||||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
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||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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|||||
5.
|
SOLE
VOTING POWER
0
|
||||
6.
|
SHARED
VOTING POWER
1,021,912(1)
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||||
7.
|
SOLE
DISPOSITIVE POWER
0
|
||||
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|||||
8.
|
SHARED
DISPOSITIVE POWER
1,021,912(1)
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
1,021,912(1)
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||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
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||||
12.
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
NO. 14166U104
|
|||||
1.
|
NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monarch
Pointe Fund, Ltd.
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)
|
¨ | ||||
(b)
|
ý | ||||
3.
|
SEC
USE ONLY
|
||||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|||||
5.
|
SOLE
VOTING POWER
0
|
||||
6.
|
SHARED
VOTING POWER
1,021,912(1)
|
||||
7.
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
|||||
8.
|
SHARED
DISPOSITIVE POWER
1,021,912(1)
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
1,021,912(1)
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
|
||||
12.
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
NO. 14166U104
|
|||||
1.
|
NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.A.G.
Capital, LLC
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)
|
¨ | ||||
(b)
|
ý | ||||
3.
|
SEC
USE ONLY
|
||||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|||||
5.
|
SOLE
VOTING POWER
0
|
||||
6.
|
SHARED
VOTING POWER
1,021,912(1)
|
||||
7.
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
|||||
8.
|
SHARED
DISPOSITIVE POWER
1,021,912(1)
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
1,021,912(1)
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
|
||||
12.
|
TYPE
OF REPORTING PERSON
IA
|
||||
(1)The
terms of both the common stock purchase warrants and the non-voting
shares
of Series C Preferred Stock owned by Mercator Momentum Fund, L.P.
(“Mercator Momentum”) and Monarch Pointe Fund, Ltd. (“MPF”) provide that
the warrants cannot be exercised, and the shares of Series C Preferred
Stock cannot be converted if, following the exercise/conversion,
any of
Mercator Momentum, MPF or M.A.G.
Capital, LLC (“MAG”) would
beneficially own more than 9.99% of the Issuer’s outstanding common stock.
Since each of Mercator Momentum and MPF would beneficially own more
than
9.99% as of December 31, 2006 if all of their warrants were exercised
and
all of their shares of Series C Preferred Stock were converted, this
Statement only includes the number of shares that Mercator Momentum
and/or
MPF could acquire without exceeding the foregoing 9.99% limits. All
of the
shares included in this Statement are owned by Mercator Momentum
and MPF,
and MAG does not own any shares.
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CUSIP
NO. 14166U104
|
|||||
1.
|
NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David
F. Firestone
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)
|
¨ | ||||
(b)
|
ý | ||||
3.
|
SEC
USE ONLY
|
||||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|||||
5.
|
SOLE
VOTING POWER
0
|
||||
6.
|
SHARED
VOTING POWER
1,021,912(1)
|
||||
7.
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
|||||
8.
|
SHARED
DISPOSITIVE POWER
1,021,912(1)
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
1,021,912(1)
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
|
||||
12.
|
TYPE
OF REPORTING PERSON
IN
|
||||
(1)The
terms of both the common stock purchase warrants and the non-voting
shares
of Series C Preferred Stock owned by Mercator Momentum Fund, L.P.
(“Mercator Momentum”) and Monarch Pointe Fund, Ltd. (“MPF”) provide that
the warrants cannot be exercised, and the shares of Series C Preferred
Stock cannot be converted if, following the exercise/conversion,
any of
Mercator Momentum, MPF or M.A.G.
Capital, LLC (“MAG”) would
beneficially own more than 9.99% of the Issuer’s outstanding common stock.
Since each of Mercator Momentum and MPF would beneficially own more
than
9.99% as of December 31, 2006 if all of their warrants were exercised
and
all of their shares of Series C Preferred Stock were converted, this
Statement only includes the number of shares that Mercator Momentum
and/or
MPF could acquire without exceeding the foregoing 9.99% limits. All
of the
shares included in this Statement are owned by Mercator Momentum
and MPF,
and David Firestone does not own any
shares.
|
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b), Check
Whether the Person Filing is
a:
|
(a) | ¨ | Broker or dealer registered under Section 15 of the Act |
(b) | ¨ | Bank as defined in Section 3(a)(6) of the Act |
(c) | ¨ | Insurance Company as defined in Section 3(a)(19) of the Act |
(d) | ¨ | Investment Company registered under Section 8 of the Investment Company Act of 1940 |
(e) | ý | Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 |
(f)
|
¨ |
Employee
Benefit Plan, Pension Fund which is subject to the provisions of
the
Employee Retirement Income Security Act of 1974 or Endowment Fund;
see
Rule 13d-1(b)(1)(ii)(F)
|
(g) | ¨ | Parent Holding Company, in accordance with Rule 13d-1(b)(1)(ii)(G) (Note: See Item 7) |
(h) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(H). |
Item
4.
|
Ownership.
|
Item
5.
|
Ownership
of Five Percent or Less of a
Class.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on by the Parent Holding
Company.
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Item
10.
|
Certification.
|
Dated: February 14,
2007
MERCATOR
MOMENTUM FUND, L.P.
By: M.A.G.
CAPITAL, LLC, its general partner
By:
/s/ Harry Aharonian
Harry
Aharonian, Portfolio Manager
|
Dated: February 14,
2007
MONARCH
POINTE FUND, LTD.
By:
/s/ Harry Aharonian
Harry
Aharonian, Portfolio Manager
|
|
Dated: February 14,
2007
M.A.G.
CAPITAL, LLC
By:
/s/ Harry Aharonian
Harry
Aharonian, Portfolio Manager
|
Dated: February 14,
2007
/s/
David F. Firestone
David
F. Firestone
|
Dated: February 14,
2007
|
|
MERCATOR
MOMENTUM FUND, L.P.
By:
M.A.G.
CAPITAL, LLC,
its
general partner
By:
/s/ Harry Aharonian
Harry
Aharonian, Portfolio Manager
|
|
MONARCH
POINTE FUND, LTD.
By:
/s/ Harry Aharonian
Harry
Aharonian, Portfolio Manager
|
|
M.A.G.
CAPITAL, LLC
By:
/s/ Harry Aharonian
Harry
Aharonian, Portfolio Manager
|
|
/s/
David F. Firestone
David
F. Firestone
|