UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Vaxgen, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

922390208
(CUSIP Number)

December 31, 2008
(Date of Event which Requires
Filing of this Statement)

Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

    [X]  Rule 13d-1(b)
    [ ]  Rule 13d-1(c)
    [ ]  Rule 13d-1(d)

*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. 922390208   SCHEDULE 13G   Page 2 of 8


1   Name of Reporting Person      ROI Capital Management,
Inc.
    IRS Identification No. of Above Person          68-
0269547

2   Check the Appropriate Box if a Member of a Group
    (see instructions)   (a)   [ ]
                         (b)   [ ]

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          2,154,500

   6   Shared Voting Power        -0-

   7   Sole Dispositive Power     2,154,500

   8   Shared Dispositive Power   -0-

9   Aggregate Amount Beneficially Owned by each Reporting
Person

     2,154,500

10  Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*         [ ]

11  Percent of Class Represented by Amount in Row 9

    6.5%

12  Type of Reporting Person*

    CO



CUSIP No. 922390208   SCHEDULE 13G   Page 3 of 8


1   Name of Reporting Person      Mark T. Boyer
   IRS Identification No. of Above Person

2   Check the Appropriate Box if a Member of a Group
   (see instructions)   (a)   [ ]
                        (b)   [ ]

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          2,384,510

   6   Shared Voting Power        -0-

   7   Sole Dispositive Power     2,384,510

   8   Shared Dispositive Power   -0-

9   Aggregate Amount Beneficially Owned by each Reporting
Person

    2,384,510

10  Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*         [ ]

11  Percent of Class Represented by Amount in Row 9

    7.2%

12  Type of Reporting Person*

    IN



CUSIP No. 922390208   SCHEDULE 13G   Page 4 of 8


1   Name of Reporting Person      Mitchell J. Soboleski
    IRS Identification No. of Above Person

2   Check the Appropriate Box if a Member of a Group
   (see instructions)   (a)   [ ]
                        (b)   [ ]

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          2,154,500

   6   Shared Voting Power        -0-

   7   Sole Dispositive Power     2,154,500

   8   Shared Dispositive Power   -0-

9   Aggregate Amount Beneficially Owned by each Reporting
Person

    2,154,500

10  Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*         [ ]

11  Percent of Class Represented by Amount in Row 9

    6.5%

12  Type of Reporting Person*

    IN



CUSIP No. 922390208   SCHEDULE 13G   Page 5 of 8


Item 1(a). Name of Issuer.

   VaxGen, Inc.

Item 1(b). Address of Issuer's Principal Executive Offices.

   379 Oyster Point Boulevard, Suite 10, South San Francisco,
CA  94080

Item 2(a). Names of Persons Filing.

   Mitchell J. Soboleski, Mark T. Boyer and ROI Capital
Management, Inc.

Item 2(b). Address of Principal Business Office or, if none,
Residence.

   The business address of Mitchell Soboleski, Mark T. Boyer
and ROI Capital Management, Inc. is 300 Drakes Landing Road,
Suite 175, GreenBrae, CA  94904.

Item 2(c). Citizenship.

   Mitchell J. Soboleski and Mark T. Boyer are United States
citizens.  ROI Capital Management, Inc. is a California
corporation.

Item 2(d). Title of Class of Securities.

   Common Stock

Item 2(e). CUSIP Number.

   922390208

Item 3. Type of Reporting Person.

Item 3. If this statement is filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).




CUSIP No. 922390208   SCHEDULE 13G   Page 6 of 8


(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).

(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).

(e) [ ] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E); for ROI Capital Management, Inc. only

(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);

(g) [X] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G); For Mitchell
Soboleski, Mark T. Boyer only.

(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

   Reference is made hereby made to Items 5-9 and 11 of pages
two (2), three (3), and four(4) of this Schedule G, which
Items are incorporated by reference herein.

Item 5. Ownership of Five Percent or Less of a Class.

   Not applicable.



CUSIP No. 922390208   SCHEDULE 13G   Page 7 of 8


Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.

   ROI Capital Management, Inc. is deemed to be the
beneficial owner of the number of securities reflected in
Item 5-9 and 11 of page two (2) of this Schedule 13G pursuant
to separate arrangements whereby it acts as investment
adviser to certain persons.  Each person for whom ROI Capital
Management, Inc. acts as investment adviser has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Stock purchased
or held pursuant to such arrangements.  Mitchell J. Soboleski
& Mark T. Boyer are deemed to be the beneficial owners of the
number of securities reflected in Items 5-9 and 11 on pages
three (3) and four (4) of this Schedule 13G pursuant to their
ownership interest in ROI Capital Management, Inc. and
personal holdings.

Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent
Holding Company.

   Not applicable.

Item 8. Identification and Classification of Members of the
Group.

   Not applicable.

Item 9. Notice of Dissolution of Group.

   Not applicable.

Item 10. Certification.

   By signing below, each of the undersigned certifies that,
to the best of his knowledge and belief, the securities
referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such
purposes or effect.




CUSIP No. 922390208   SCHEDULE 13G   Page 8 of 8


Signature

   After reasonable inquiry and to the best of my knowledge
and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.

DATED:   August 26, 2009

   MARK T. BOYER



   /s/ Mark T. Boyer
   ________________________
   Mark T. Boyer


   MITCHELL J. SOBOLESKI



   /s/ Mitchell J. Soboleski
   ________________________
   Mitchell J. Soboleski


   ROI CAPITAL MANAGEMENT, INC.



   /s/ Mitchell J. Soboleski
   ________________________
   By:   Mitchell J. Soboleski
   Its:   Secretary