SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

XENTENIAL HOLDINGS Ltd

(Last)

(First)

(Middle)

ATHALASSAS 47 2ND FLOOR FLAT 202

STROVOLOS PC

(Street)

NICOSIA

2012

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/19/2008

3. Issuer Name and Ticker or Trading Symbol
SMARTIRE SYSTEMS INC [ SMTR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,315,450,000⁽¹⁾⁽⁶⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Secured Convertible Debenture 10.0%	⁽²⁾	12/31/2008	Common Stock	$7,100,025	⁽⁸⁾	D⁽³⁾⁽⁶⁾
Secured Convertible Debenture 10.0%	⁽²⁾	01/23/2009	Common Stock	$684,000	⁽⁹⁾	D⁽³⁾⁽⁶⁾
Secured Convertible Debenture 10.0%	⁽²⁾	01/23/2009	Common Stock	$334,000	⁽⁹⁾	D⁽³⁾⁽⁶⁾
Secured Convertible Debenture 10.0%	⁽²⁾	01/23/2009	Common Stock	$782,000	⁽⁹⁾	D⁽³⁾⁽⁶⁾
Secured Convertible Debenture 10.0%	⁽²⁾	04/27/2010	Common Stock	$1,150,000	⁽⁹⁾	D⁽³⁾⁽⁶⁾
Secured Convertible Debenture 10.0%	⁽²⁾	04/27/2010	Common Stock	$350,000	⁽⁹⁾	D⁽³⁾⁽⁶⁾
Secured Convertible Debenture 10.0%	⁽²⁾	11/19/2010	Common Stock	$96,500	⁽⁹⁾	D⁽³⁾⁽⁶⁾
Secured Convertible Debenture 12.0%	⁽²⁾	11/30/2010	Common Stock	$422,000	⁽⁹⁾	D⁽³⁾⁽⁶⁾
Secured Convertible Debenture 5.0%	⁽²⁾	12/31/2008	Common Stock	$1,500,000	$0.03	I⁽⁴⁾⁽⁶⁾	See Footnote⁽⁴⁾⁽⁶⁾
Secured Convertible Debenture 10.0%	⁽²⁾	12/31/2008	Common Stock	$1,415,400	⁽⁹⁾	I⁽⁵⁾⁽⁶⁾	See Footnote⁽⁵⁾⁽⁶⁾
Convertible Preferred Stock Series A	⁽²⁾	⁽⁷⁾	Common Stock	19,284	⁽¹⁰⁾	I⁽⁴⁾⁽⁶⁾	See Footnote⁽⁴⁾⁽⁶⁾
Warrant	⁽²⁾	06/23/2010	Common Stock	16,668,750	$0.03	D⁽³⁾⁽⁶⁾
Warrant	⁽²⁾	02/20/2013	Common Stock	225,000,000	$0.03	D⁽³⁾⁽⁶⁾
Warrant	⁽²⁾	02/20/2013	Common Stock	225,000,000	$0.03	D⁽³⁾⁽⁶⁾
Warrant	⁽²⁾	06/23/2010	Common Stock	41,925,000	$0.03	D⁽³⁾⁽⁶⁾
Warrant	⁽²⁾	06/23/2013	Common Stock	4,162,500	$0.03	I⁽⁵⁾⁽⁶⁾	See Footnote⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

XENTENIAL HOLDINGS Ltd

(Last)

(First)

(Middle)

ATHALASSAS 47 2ND FLOOR FLAT 202

STROVOLOS PC

(Street)

NICOSIA

2012

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

YA Global Investments

(Last)

(First)

(Middle)

101 HUDSON STREET

SUITE 3606

(Street)

JERSEY CITY

07302

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

YORKVILLE ADVISORS LLC

(Last)

(First)

(Middle)

101 HUDSON STREET

(Street)

JERSEY CITY

07302

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ANGELO MARK

(Last)

(First)

(Middle)

101 HUDSON STREET

(Street)

JERSEY CITY

07302

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

STARAIM ENTERPRISES Ltd

(Last)

(First)

(Middle)

ATHALASSAS 47 2ND FLOOR FLAT 202

STROVOLOS PC

(Street)

NICOSIA

2012

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Xentenial Holdings Limited ("Xentenial") directly owns 13,315,450,000 shares of Common Stock of Smartire Systems, Inc. ("Smartire"). YA Global Investments, L.P. ("YA Global"), the sole owner of Xentenial, may be deemed to indirectly beneficially own the 13,315,450,000 shares of Common Stock beneficially owned by Xentenial. Staraim Enterprises Limited ("Staraim"), a wholly owned subsidiary of YA Global, may be deemed to indirectly beneficially own the 13,315,450,000 shares of Common Stock beneficially owned by Xentenial. As the Investment Manager of YA Global, Yorkville Advisors, LLC ("Yorkville") may be deemed to indirectly beneficially own the 13,315,450,000 shares of Common Stock beneficially owned by Xentenial. Mark Angelo ("Angelo"), as the president of Yorkville, and the portfolio manager to YA Global, may be deemed to indirectly beneficially own the 13,315,450,000 shares of Common Stock beneficially owned by Xentenial.

2. These derivative securities are presently exercisable, however each of the identified derivative securities has a cap, which prevents the holder of each derivative security from converting and/or exercising it if such conversion and/or exercise would cause the aggregate number of shares of Common Stock beneficially owned by such holder and its affiliates to exceed 9.99% of the outstanding shares of the Common Stock following such conversion and/or exercise of the derivative security.

3. Xentenial directly owns this derivative security. YA Global, the sole owner of Xentenial, may be deemed to indirectly beneficially own this derivative security. Staraim, a wholly owned subsidiary of YA Global, which is the majority owner of Xentenial, may be deemed to indirectly beneficiary own this derivative security. As the Investment Manager of YA Global, Yorkville may be deemed to indirectly beneficially own this derivative security. Angelo, as the president of Yorkville, and the portfolio manager to YA Global, may be deemed to indirectly beneficially own this derivative security.

4. YA Global, the sole owner of Xentenial, directly owns this derivative security. Staraim, a wholly owned subsidiary of YA Global, which is the majority owner of Xentenial, may be deemed to indirectly beneficiary own this derivative security. As the Investment Manager of YA Global, Yorkville may be deemed to indirectly beneficially own this derivative security. Angelo, as the president of Yorkville, and the portfolio manager to YA Global, may be deemed to indirectly beneficially own this derivative security.

5. Staraim directly owns this derivative security. YA Global, the sole owner of Staraim, may be deemed to indirectly beneficially own this derivative security. Xentenial, a wholly owned subsidiary of YA Global, which is the sole owner of Staraim, may be deemed to indirectly beneficiary this derivative security. As the Investment Manager of YA Global, Yorkville may be deemed to indirectly beneficially own this derivative security. Angelo, as the president of Yorkville, and the portfolio manager to YA Global, may be deemed to indirectly beneficially own this derivative security.

6. Except for the 13,315,450,000 shares of Common Stock and the derivative securities beneficially owned by Xentenial and the derivative securities beneficially owned by YA Global and Staraim, the other Reporting Persons disclaim beneficial ownership of these securities except to the extent of his or its pecuniary interest, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.

7. N/A

8. $0.11 or 80% of the lowest bid for the previous (5) trading days.

9. $0.06 or 80% of the lowest VWAP for the last 30 trading days.

10. Each preferred share converts into 160 shares of common stock

	/s/ David Gonzalez, Esq., Director, Xentenial Holdings Limited	12/29/2008
	/s/ Steven S. Goldstein, Esq., Yorkville Advisors, LLC,Its: Chief Compliance Officer, As Investment Manager to Yorkville Advisors, L.P.	12/29/2008
	/s/ Steven S. Goldstein, Esq., Yorkville Advisors, LLC, Its: Chief Compliance Officer	12/29/2008
	/s/ Mark Angelo	12/29/2008
	/s/ David Gonzalez, Esq., Director Staraim Enterprises Limited	12/29/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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