UNITED STATES

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UCmRxf7hVxccw9YuFK+n1b+JERDNemtVun4GzVf2sWNgDdJeYaPnHyYhUsojh84O UnOy9qttvqhbBJsaqCg88Q== 0001085037-03-000485.txt : 20030722 0001085037-03-000485.hdr.sgml : 20030722 20030722110800 ACCESSION NUMBER: 0001085037-03-000485 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030722 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KORAT ALEXANDER CENTRAL INDEX KEY: 0001255176 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: SHLONSKI ST NO 7 CITY: HAIFA STATE: L3 ZIP: 999999999 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLURISTEM LIFE SYSTEMS INC CENTRAL INDEX KEY: 0001158780 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 980351734 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78785 FILM NUMBER: 03795761 BUSINESS ADDRESS: STREET 1: 85 MEDINAT HAYEHUDIM ST., 14TH FLOOR CITY: HERZLIA STATE: L3 ZIP: 42920 BUSINESS PHONE: 972-9-955-7257 MAIL ADDRESS: STREET 1: 85 MEDINAT HAYEHUDIM ST., 14TH FLOOR CITY: HERZLIA STATE: L3 ZIP: 42920 FORMER COMPANY: FORMER CONFORMED NAME: AI SOFTWARE INC DATE OF NAME CHANGE: 20010906 SC 13D 1 s13dkora.htm UNITED STATES UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

A.I. SOFTWARE, INC.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

00144U 20 9

(CUSIP Number)

Bernard Pinsky
Clark, Wilson
800 - 885 West Georgia
Vancouver, BC V6C 3H1
Telephone: 604.687.5700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 22, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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).

SCHEDULE 13D

CUSIP No.

00144U 20 9

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Alexander Korat
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) [X] (b) [ ]
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			Nil
		8	SHARED VOTING POWER
			1,834,000 common shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER
			Nil
		10	SHARED DISPOSITIVE POWER
			1,834,000 common shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,834,000 common shares⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.4% (based on 21,833,000 common shares issued and outstanding)
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

^{(1) Represents shares owned by Ankor L.L.C., a company wholly controlled by Dr. Alexander Korat.
SCHEDULE 13D

CUSIP No.

00144U 20 9

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Ankor L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  [ ]
(b)  [ ]

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

PF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Israel

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

1,834,000 common shares

8

SHARED VOTING POWER

Nil

9

SOLE DISPOSITIVE POWER

1,834,000 common shares

10

SHARED DISPOSITIVE POWER

Nil

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,834,000 common shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.4% (based on 21,833,000 common shares issued and outstanding)

14

TYPE OF REPORTING PERSON (See Instructions)

CO

Instructions for Cover Page

(1) Names and I.R.S. Identification Numbers of Reporting Persons - Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
(4) Classify the source of funds or other consideration used or to be used in making purchases as required to be disclosed pursuant to Item 3 of Schedule 13D and insert the appropriate symbol (or symbols if more than one is necessary) in row (4):
Category of Source Symbol
Subject Company (Company whose securities are being acquired) SC
Bank BK
Affiliate (of reporting person) AF
Working Capital (or reporting person) WC
Personal Funds (of Reporting person) PF
Other OO
(5) If disclosure of legal proceedings or actions is required pursuant to either Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.
(6) Citizenship or Place of Organization - Furnish citizenship if the named reporting person is a natural person. Otherwise furnish place of organization. (See Item 2 of Schedule 13D.)
(7) - (11), (13) Aggregate Amount Beneficially Owned by Each Reporting Person, etc. - Rows (7) through (11) inclusive, and (13) are to be completed in accordance with the provisions of Item 5 of Schedule 13D. All percentages are to be rounded off to nearest tenth (one place after decimal point).
(12) Check if the aggregate amount reported as beneficially owned in row (11) does not include shares which the reporting person discloses in the report but as to which beneficial ownership is disclaimed pursuant to Rule 13d-4 (17 CFR 240.13d-4) under the Securities Exchange Act of 1934.
(14) Type of Reporting Person - Please classify each "reporting person" according to the following breakdown and place the appropriate symbol (or symbols, i.e., if more than one is applicable, insert all applicable symbols) on the form:
Category Symbol
Broker-Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Advisor IA
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company HC
Corporation CO
Partnership PN
Individual IN
Other OO
Notes:
Attach as many copies of the second part of the cover page as are needed, one reporting person per page.

Filing persons may, in order to avoid unnecessary duplication, answer items on the schedules (Schedule 13D, 13G, or 14D-1) by appropriate cross-references to an item or items on the cover page(s). This approach may only be used where the cover page item or items provide all the disclosure required by the schedule item. Moreover, such a use of a cover page item will result in the item becoming a part of the schedule and accordingly being considered as "filed" for purposes of Section 18 of the Securities Exchange Act or otherwise subject to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by filing either completed copies of the blank forms available from the Commission, printed or typed facsimiles, or computer printed facsimiles, provided the documents filed have identical formats to the forms prescribed in the Commission's regulations and meet existing Securities Exchange Act rules as to such matters as clarity and size (Securities Exchange Act Rule 12b-12).

SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D

Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, the Commission is authorized to solicit the information required to be supplied by this schedule by certain security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except for Social Security or I.R.S. identification numbers, disclosure of which is voluntary. The information will be used for the primary purpose of determining and disclosing the holdings of certain beneficial owners of certain equity securities. This statement will be made a matter of public record. Therefore, any information given will be available for inspection by any member of the public.
Because of the public nature of the information the Commission can utilize it for a variety of purposes, including referral to other governmental authorities or securities self-regulatory organizations for investigatory purposes or in connection with litigation involving the federal securities laws or other civil, criminal or regulatory statements or provisions. Social Security or I.R.S. identification numbers, if furnished, will assist the Commission in identifying security holders and, therefore, in promptly processing statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except for Social Security or I.R.S. identification numbers, may result in civil or criminal action against the persons involved for violation of the federal securities laws and rules promulgated thereunder.

General Instructions
A. The item numbers and captions of the items shall be included but the text of the items is to be omitted. The answers to the items shall be so prepared as to indicate clearly the coverage of the items without referring to the text of the items. Answer every item. If an item is inapplicable or the answer is in the negative, so state.
B. Information contained in exhibits to the statements may be incorporated by reference in answer or partial answer to any item or sub-item of the statement unless it would render such answer misleading, incomplete, unclear or confusing. Matters incorporated by reference shall be clearly identified in the reference by page, paragraph, caption or otherwise. An express statement that the specified matter is incorporated by reference shall be made at the particular place in the statement where the information is required. A copy of any information or a copy of the pertinent pages of a document containing such information which is incorporated by reference shall be submitted with this statement as an exhibit and shall be deemed to be filed with the Commission for all purposes of the Act.
C. If the statement is filed by a general or limited partnership, syndicate, or other group, the information called for by items 2-6, inclusive, shall be given with respect to (i) each partner of such general partnership; (ii) each partner who is denominated as a general partner or who functions as a general partner of such limited partnership; (iii) each member of such syndicate or group; and (iv) each person controlling such partner or member. If the statement is filed by a corporation or if a person referred to in (i), (ii), (iii) or (iv) of this Instruction is a corporation, the information called for by the above mentioned items shall be given with respect to (a) each executive officer and director of such corporation; (b) each person controlling such corporation; and (c) each executive officer and director of any corporation or other person ultimately in control of such corporation.

Security and Issuer
Common shares, $0.00001 par value
A.I. Software, Inc.

1030 West Georgia Street, Suite 1208

Vancouver, BC V6E 2Y3

(the "Company")
Identity and Background
Alexander Korat is a businessperson residing at Shlonski St. no.27, Haifa, Israel 34987. Mr. Korat is an Israeli citizen.
Neither Mr. Korat nor Ankor L.L.C. has, during the last five years, been convicted in a criminal proceeding or been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.
Source and Amount of Funds or Other Considerations
Mr. Korat, through Ankor L.L.C., acquired 1,834,000 common shares through a private share purchase transaction.
Purpose of Transaction
Mr. Korat, through Ankor L.L.C., entered into the above-mentioned transaction to acquire shares of the Company's common stock for investment purposes.
Interest in Securities of the Issuer
Currently, Mr. Korat, through Ankor L.L.C., beneficially owns an aggregate of 1,834,000 common shares (8.4%) in the capital of the Company and has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 1,834,000 common shares (8.4%) in the capital of the Company.
Except as set out above, neither Mr. Korat nor Ankor L.L.C. has effected any other transaction in the common shares in the capital of the Company in the past sixty (60) days.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Ankor L.L.C. entered into a Securities Purchase Agreement dated June 22, 2003, with Emmanuel Aligizakis in connection with the purchase of a total of 1,834,000 common shares of the Company.
Material to Be Filed as Exhibits

10.1 Stock Purchase Agreement dated June 22, 2003 between Ankor L.L.C. and Emmanuel Aligizakis.
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.
Dated:   June 25, 2003

/s/ Alexander Korat

Alexander Korat
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).} EX-10 3 spaankor.htm * STOCK PURCHASE AGREEMENT (Affiliate)

THIS AGREEMENT made the 22nd day of June, 2003 between:

Emmanuel Aligizakis (the "Seller") and

Ankor LLC
c/o Lichtenstein 3
AP 15
Vienna A - 1090, Austria (the "Purchaser")

WHEREAS:

The Seller is the owner of 3,850,000 shares of common stock, par value $0.001 per share (the "Common Stock"), of A.I. Software, Inc. , a Nevada corporation (the "Company"); and

The Seller proposes to sell to the Purchaser an aggregate of 1,834,000 shares of Common Stock of the Company (the "Purchased Shares") on the terms set forth herein.

In consideration of the premises, representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Purchase and Sale.

The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares at an aggregate purchase price of US$3,810.90 (the "Purchase Price").

The closing of the purchase and sale of the Purchased Shares (the "Closing") shall take place on the date hereof (the "Closing Date"), or such other date as mutually agreed to by the parties hereto.

REPRESENTATIONS AND WARRANTIES OF the SELLER

The Seller represents and warrants to the Purchaser that:

the Purchased Shares are validly issued and outstanding as fully paid and non-assessable in the capital of the Company and are free and clear of all liens, charges and encumbrances;

immediately prior to and at the Closing, the Seller shall be the legal and beneficial owner of the Purchased Shares and on the Closing Date, the Seller shall transfer to the Purchaser the Purchased Shares free and clear of all liens, restrictions, covenants or adverse claims of any kind or character;

the Seller has no interest, legal or beneficial, direct or indirect, in any of the assets or business of the Company other than the shares of the Company's Common Stock set forth in Recital A above;

the Seller has the legal power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by the Seller hereunder and to consummate the transactions contemplated hereby;

the Seller is, and has been during the past ninety (90) days, an officer, director, 10% or greater shareholder or "affiliate" of the Company, as those terms are defined in Rule 144 of the Securities Act of 1933, as amended (the "Securities Act");

the Purchased Shares shall be transferred to the Purchaser pursuant to an exemption from the registration requirements of the Securities Act;

the financial condition of the Company as at the Closing Date is accurately reflected and set forth in the financial statements of the Company attached to its most recently filed periodic report as required by the Securities and Exchange Commission; and

the Vendors have not caused the Company to enter into any material transactions or have caused the Company to guarantee or agree to guarantee any liabilities of any person without the knowledge of the Purchaser.

INDEMNIFICATION BY THE SELLER

The Seller will indemnify and hold harmless the Purchaser and the Company from and against:

any and all losses, damages, costs or deficiencies directly or indirectly suffered by the Purchaser resulting from any inaccuracy, misrepresentation, breach of warranty or non-fulfillment of any covenant, agreement or other obligation on the part of any of the Seller in respect of this Agreement;

any and all losses, damages, costs or deficiencies directly or indirectly suffered by the Purchaser resulting from any liabilities of the Company for the period to and including the Closing Date; and

any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal and other expenses incidental to any of the foregoing.

REPRESENTATIONS AND WARRANTIES OF the purchaser

The Purchaser represents and warrants to the Seller that the Purchaser:

has the legal power and authority to execute and deliver this Agreement and to consummate the transactions hereby contemplated;

is acquiring the Purchased Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Purchased Shares;

understands that the Purchased Shares have not been registered under the Securities Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the Securities Act ("Regulation S"), except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

understands that the Purchased Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Purchased Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the National Association of Securities Dealers, Inc.'s Over-the-Counter Bulletin Board;

is aware that the Purchased Shares are "restricted securities" as that term is defined in Rule 144 and the general rules and regulations of the Securities Act. Purchaser further represents that Purchaser is fully aware of the applicable limitations on the resale of restricted securities and that these restrictions are set forth, for the most part, in Rule 144 of the Act as promulgated by the Securities and Exchange Commission;

is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Purchased Shares;

the Purchaser is (tick one or more of the following boxes):

(A)

a director, officer, employee or control person of the Company

[ ]

(B)

a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company

[ ]

(C)

a close personal friend of a director, senior officer or control person of the Company

[ ]

(D)

a close business associate of a director, senior officer or control person of the Company

[ ]

(E)

a current holder of common shares or other designated securities of the Company

[ ]

if the Purchaser has ticked one or more of boxes B, C or D in paragraph above, the director, senior officer, or control person of the Company with whom the Subscriber has the relationship is:

_____________________________________________________________

(Fill in the name of each director. senior officer and control person which you have the above-mentioned relationship with).

the Purchaser has made an independent examination and investigation of an investment in the Purchased Shares and the Company and has depended on the advice of its legal and financial advisors and agrees that the Vendor will not be responsible in any way whatsoever for the Purchaser's decision to invest in the Purchased Shares and the Company

is not aware of any advertisement of any of the Purchased Shares; and

understands that the Company is not a reporting issuer in any of the Provinces of Canada and therefore resale of any of the Purchased Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation.

MISCELLANEOUS

The parties hereto acknowledge that they have obtained independent legal advice with respect to this Agreement and acknowledge that they fully understand the provisions of this Agreement.

This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.

Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement.

Each of the parties hereto has executed this Agreement to be effective as of the day and year first above written.

SELLER:

Emmanuel Aligizakis

/s/ Emmanuel Aligizakis

PURCHASER:

Ankor LLC

/s/ Alexander Korat

POWER OF ATTORNEY TO TRANSFER BONDS OR SHARES

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto Ankor L.L.C. (purchaser), 1,834,000 common shares standing in the name of the undersigned on the books of A.I. Software, Inc. represented by certificate no(s). _________________ and hereby irrevocably constitutes and appoints Nevada Agency and Transfer Company the attorney of the undersigned to transfer the said shares on the books of the said A.I. Software, Inc. with full power of substitution in the premises.

DATED at Vancouver, this 22nd day of June, 2003.

Signed in the presence of:	) ) ) ) )	/s/ Emmanuel Aligizakis (Signature of person executing this power) above signature must be guaranteed BY BANK OFFICER OR BROKERAGE FIRM OR MEDALLION GUARANTEED
		Signature of transferor guaranteed by:
			*
* Authorized Signature Number

-----END PRIVACY-ENHANCED MESSAGE-----

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Ankor L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) [ ] (b) [ ]
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,834,000 common shares
		8	SHARED VOTING POWER
			Nil
		9	SOLE DISPOSITIVE POWER
			1,834,000 common shares
		10	SHARED DISPOSITIVE POWER
			Nil
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,834,000 common shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.4% (based on 21,833,000 common shares issued and outstanding)
14	TYPE OF REPORTING PERSON (See Instructions)
	CO

(A)	a director, officer, employee or control person of the Company	[ ]
(B)	a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company	[ ]
(C)	a close personal friend of a director, senior officer or control person of the Company	[ ]
(D)	a close business associate of a director, senior officer or control person of the Company	[ ]
(E)	a current holder of common shares or other designated securities of the Company	[ ]