-----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, CerobGznuCBR7FMT76JiDOlYVybu//Nc+C6OQBYF4AfirtrIwzidp0auY83tYLgN c7JMl/IgAUqSaMJItc9+wQ== 0001144204-10-007814.txt : 20100216 0001144204-10-007814.hdr.sgml : 20100215 20100216102502 ACCESSION NUMBER: 0001144204-10-007814 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 GROUP MEMBERS: CHRIS JOHNSON GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: PSOURCE STRUCTURED DEBT LIMITED GROUP MEMBERS: RUSSELL SMITH GROUP MEMBERS: VALENS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: VALENS OFFSHORE SPV I, LTD. GROUP MEMBERS: VALENS U.S SPV I, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAURUS MASTER FUND LTD CENTRAL INDEX KEY: 0001189294 IRS NUMBER: 980337673 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125415800 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JAGGED PEAK, INC. CENTRAL INDEX KEY: 0001121793 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 912007478 STATE OF INCORPORATION: NV FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62177 FILM NUMBER: 10603073 BUSINESS ADDRESS: STREET 1: 2701 N. ROCKY POINT DRIVE, SUITE 1250 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 800-430-1312 MAIL ADDRESS: STREET 1: 2701 N. ROCKY POINT DRIVE, SUITE 1250 CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: ABSOLUTE GLASS PROTECTION INC DATE OF NAME CHANGE: 20030305 FORMER COMPANY: FORMER CONFORMED NAME: BENCHMARK TECHNOLOGY CORP DATE OF NAME CHANGE: 20000810 SC 13G/A 1 v173600_sc13ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.4)* JAGGED PEAK, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 47008R103 - -------------------------------------------------------------------------------- (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: / / Rule 13d-1(b) /X/ 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. 47008R103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. (In Liquidation)* S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 427,497 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 427,497 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 427,497 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.90% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Based on 14,677,594 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the "Company") as of November 5, 2009, as disclosed in the Company's Quarterly Report of Form 10-Q for the quarterly period ended September 25, 2009. As of December 31, 2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens U.S., Psource and the Fund, the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (ii) 423,775 Shares. The Warrant contains an issuance limitation prohibiting the Investors from exercising or converting 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 "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and pre-approval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Psource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S. and VOFF SPV I 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 Fund (subject to the oversight and preapproval rights of the JOLs), Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. - -------------------------------------------------------------------------------- CUSIP No. 47008R103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: CHRIS JOHNSON* S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 427,497 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 427,497 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 427,497 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.90% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 14,677,594 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the "Company") as of November 5, 2009, as disclosed in the Company's Quarterly Report of Form 10-Q for the quarterly period ended September 25, 2009. As of December 31, 2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens U.S., Psource and the Fund, the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (ii) 423,775 Shares. The Warrant contains an issuance limitation prohibiting the Investors from exercising or converting 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 "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and pre-approval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Psource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S. and VOFF SPV I 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 Fund (subject to the oversight and preapproval rights of the JOLs), Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. - -------------------------------------------------------------------------------- CUSIP No. 47008R103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: RUSSELL SMITH* S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 427,497 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 427,497 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 427,497 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.90% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 14,677,594 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the "Company") as of November 5, 2009, as disclosed in the Company's Quarterly Report of Form 10-Q for the quarterly period ended September 25, 2009. As of December 31, 2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens U.S., Psource and the Fund, the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (ii) 423,775 Shares. The Warrant contains an issuance limitation prohibiting the Investors from exercising or converting 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 "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and pre-approval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Psource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S. and VOFF SPV I 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 Fund (subject to the oversight and preapproval rights of the JOLs), Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 47008R103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: PSOURCE STRUCTURED DEBT LIMITED S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 427,497 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 427,497 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 427,497 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.90% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 14,677,594 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the "Company") as of November 5, 2009, as disclosed in the Company's Quarterly Report of Form 10-Q for the quarterly period ended September 25, 2009. As of December 31, 2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens U.S., Psource and the Fund, the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (ii) 423,775 Shares. The Warrant contains an issuance limitation prohibiting the Investors from exercising or converting 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 "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and pre-approval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Psource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S. and VOFF SPV I 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 Fund (subject to the oversight and preapproval rights of the JOLs), Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. - -------------------------------------------------------------------------------- CUSIP No. 47008R103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 427,497 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 427,497 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 427,497 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.90% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 14,677,594 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the "Company") as of November 5, 2009, as disclosed in the Company's Quarterly Report of Form 10-Q for the quarterly period ended September 25, 2009. As of December 31, 2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens U.S., Psource and the Fund, the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (ii) 423,775 Shares. The Warrant contains an issuance limitation prohibiting the Investors from exercising or converting 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 "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and pre-approval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Psource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S. and VOFF SPV I 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 Fund (subject to the oversight and preapproval rights of the JOLs), Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. - -------------------------------------------------------------------------------- CUSIP No. 47008R103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens U.S SPV I, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 427,497 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 427,497 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 427,497 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /X/ - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.90% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 14,677,594 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the "Company") as of November 5, 2009, as disclosed in the Company's Quarterly Report of Form 10-Q for the quarterly period ended September 25, 2009. As of December 31, 2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens U.S., Psource and the Fund, the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (ii) 423,775 Shares. The Warrant contains an issuance limitation prohibiting the Investors from exercising or converting 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 "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and pre-approval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Psource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S. and VOFF SPV I 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 Fund (subject to the oversight and preapproval rights of the JOLs), Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. - -------------------------------------------------------------------------------- CUSIP No. 47008R103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 427,497 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 427,497 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 427,497 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES || - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.90% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 14,677,594 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the "Company") as of November 5, 2009, as disclosed in the Company's Quarterly Report of Form 10-Q for the quarterly period ended September 25, 2009. As of December 31, 2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens U.S., Psource and the Fund, the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (ii) 423,775 Shares. The Warrant contains an issuance limitation prohibiting the Investors from exercising or converting 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 "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and pre-approval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Psource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S. and VOFF SPV I 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 Fund (subject to the oversight and preapproval rights of the JOLs), Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. - -------------------------------------------------------------------------------- CUSIP No. 47008R103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 427,497 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 427,497 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 427,497 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.90% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 14,677,594 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the "Company") as of November 5, 2009, as disclosed in the Company's Quarterly Report of Form 10-Q for the quarterly period ended September 25, 2009. As of December 31, 2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens U.S., Psource and the Fund, the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (ii) 423,775 Shares. The Warrant contains an issuance limitation prohibiting the Investors from exercising or converting 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 "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and pre-approval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Psource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S. and VOFF SPV I 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 Fund (subject to the oversight and preapproval rights of the JOLs), Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. - -------------------------------------------------------------------------------- CUSIP No. 47008R103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States and Israel - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 427,497 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 427,497 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 427,497 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.90% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 14,677,594 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the "Company") as of November 5, 2009, as disclosed in the Company's Quarterly Report of Form 10-Q for the quarterly period ended September 25, 2009. As of December 31, 2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens U.S., Psource and the Fund, the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (ii) 423,775 Shares. The Warrant contains an issuance limitation prohibiting the Investors from exercising or converting 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 "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and pre-approval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Psource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S. and VOFF SPV I 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 Fund (subject to the oversight and preapproval rights of the JOLs), Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. - -------------------------------------------------------------------------------- CUSIP No. 47008R103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 427,497 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 427,497 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 427,497 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES || - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.90% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 14,677,594 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the "Company") as of November 5, 2009, as disclosed in the Company's Quarterly Report of Form 10-Q for the quarterly period ended September 25, 2009. As of December 31, 2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens U.S., Psource and the Fund, the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (ii) 423,775 Shares. The Warrant contains an issuance limitation prohibiting the Investors from exercising or converting 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 "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and pre-approval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Psource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S. and VOFF SPV I 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 Fund (subject to the oversight and preapproval rights of the JOLs), Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. Item 1(a). Name of Issuer: JAGGED PEAK, INC. Item 1(b). Address of Issuer's Principal Executive Offices: 13577 Feather Sound Drive, Suite 330, Clearwater, Florida 33762 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. (In Liquidation)* This Schedule 13G, as amended, is also filed on behalf of PSource Structured Debt Limited, a closed ended company incorporated with limited liability in Guernsey, Laurus Capital Management, LLC, a Delaware limited liability company, Valens Offshore SPV I, Ltd., a Cayman Islands limited company, Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens Capital Management, LLC, a Delaware limited liability company, Chris Johnson, Russell Smith, Eugene Grin and David Grin. The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to the oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Laurus Capital Management, LLC manages PSource Structured Debt Limited, subject to certain preapproval rights of the board of directors of Psource. Valens Capital Management, LLC manages Valens Offshore SPV I Ltd. and Valens U.S. SPV I, LLC. 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 the Fund (subject to the oversight and preapproval rights of the JOLs), PSource Structured Debt Limited, Valens Offshore SPV I, Ltd., and Valens U.S. SPV I, LLC reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. Information related to each of JOLs, Laurus Capital Management, LLC, PSource Structured Debt Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., 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: c/o Laurus Capital Management, LLC, 335 Madison Avenue, 10th Floor, New York, NY 10017 Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 47008R103 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 427,497 shares of Common Stock* (b) Percent of Class: 2.90%* (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares of Common Stock* (ii) shared power to vote or to direct the vote: 427,497 shares of Common Stock* (iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock* (iv) shared power to dispose or to direct the disposition of: 427,497 shares of Common Stock* Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. /X/ Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: 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 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. - ------------ * Based on 14,677,594 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the "Company") as of November 5, 2009, as disclosed in the Company's Quarterly Report of Form 10-Q for the quarterly period ended September 25, 2009. As of December 31, 2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens U.S., Psource and the Fund, the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (ii) 423,775 Shares. The Warrant contains an issuance limitation prohibiting the Investors from exercising or converting 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 "Issuance Limitation"). The Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and pre-approval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Psource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S. and VOFF SPV I 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 Fund (subject to the oversight and preapproval rights of the JOLs), Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. 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 MASTER FUND, LTD. (In Liquidation) /s/ Russell Smith --------------------------------- Russell Smith Joint Official Liquidator (for the account of Laurus Master Fund, Ltd. and with no personal liability) APPENDIX A A. Name: Laurus Capital Management, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware B. Name: PSource Structured Debt Limited, a closed ended company incorporated with limited liability in Guernsey Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Guernsey C. Name: Valens U.S. SPV I, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware D. Name: Valens Offshore SPV I, Ltd. a Cayman Islands limited company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Cayman Islands E. Name: Valens Capital Management, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware F. 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 G. 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 H. Name: Chris Johnson Business Address: Elizabethan Square, 80 Shedden Road, George Town, Grand Cayman, Cayman Islands KY1-1104 Principal Occupation: Managing Director, Johnson Smith Associates Ltd. Citizenship: Cayman Islands I. Name: Russell Smith Business Address: Elizabethan Square, 80 Shedden Road, George Town, Grand Cayman, Cayman Islands KY1-1104 Principal Occupation: Director, Johnson Smith Associates Ltd. Citizenship: Cayman Islands Each of Chris Johnson, Russell Smith, Laurus Capital Management, LLC, PSource Structured Debt Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens Capital Management, LLC, Eugene Grin and David Grin hereby agrees, by their execution below, that the Schedule 13G, as amended, to which this Appendix A is attached is filed on behalf of each of them, respectively. PSource Structured Debt Limited Laurus Capital Management, LLC By: Laurus Capital Management, LLC Individually and as investment manager /s/ Eugene Grin - --------------------------------- Eugene Grin Principal February 12, 2010 Valens U.S. SPV I, LLC Valens Offshore SPV I, Ltd. Valens Capital Management, LLC By: Valens Capital Management, LLC Individually and as investment manager /s/ Eugene Grin - --------------------------------- Eugene Grin Principal February 12, 2010 /s/ Chris Johnson - --------------------------------- Chris Johnson, on his individual behalf February ___, 2010 /s/ Russell Smith - --------------------------------- Russell Smith, on his individual behalf February 12, 2010 /s/ David Grin - --------------------------------- David Grin, on his individual behalf February 12, 2010 /s/ Eugene Grin - --------------------------------- Eugene Grin, on his individual behalf February 12, 2010 -----END PRIVACY-ENHANCED MESSAGE-----