SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*

CLEARPOINT BUSINESS RESOURCES, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

185061 10 8

(CUSIP Number)

Apr 17, 2009

(Date of Event Which Requires Filing of this Statement)

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

o Rule 13d-1(b)

þ Rule 13d-1(c)

o 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).

Note: After the expiry of Warrants on April 17, 2009 which were convertible to common shares, Roynat Merchant Capital Inc. now holds under 5% of the outstanding common shares.


CUSIP No.		185061 10 8	13G	Page		2		of		5


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Roynat Merchant Capital Inc. / 31-1779173

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			340,000

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			340,000

WITH:		8	SHARED DISPOSITIVE POWER



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON



10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.39%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		185061 10 8	13G	Page		3		of		5

Item 1 (a).		Name of Issuer:

		ClearPoint Business Resources, Inc. (“Issuer”)

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

		1600 Manor Drive, Chalfont, PA 18914

Item 2 (a).		Name of Persons Filing:

		Roynat Merchant Capital Inc.

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

		Bank of America Corporate Ctr., 100 North Tryon St., Suite 3720, Charlotte, NC 28202

Item 2 (c).		Citizenship:

		Delaware

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

		Common Stock, par value $.0001 per share

Item 2 (e).		CUSIP Number:

		185061 10 8

Item 3.		If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	¨	Broker or dealer registered under Section 15 of the Exchange Act;

(b)	¨	Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)	¨	Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)	¨	Investment company registered under Section 8 of the Investment Company Act;

(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G)

(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


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Item 4.		Ownership

		Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)		Amount beneficially owned:

			340,000

	(b)		Percent of Class:

			2.39%

	(c)		Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote:

			340,000

	(ii)		Shared power to vote or to direct the vote:



	(iii)		Sole power to dispose or to direct the disposition of:

			340,000

	(iv)		Shared power to dispose or to direct the disposition of:

		Instruction: For computations regarding securities which represent a right to acquire an underlying security see Rule 13d-3(d)(1).

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.

		None.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

		None.

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

		None.

Item 9.		Notice of Dissolution of Group.

		None.

Item 10.		Certifications.

		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.

Percentages noted above are based on 14,251,964 shares outstanding as of March 23^rd, 2009 as reported on Form 10-K filed April 15, 2009.


CUSIP No.		185061 10 8	13G	Page		5		of		5

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: May 22, 2009


	ROYNAT MERCHANT CAPITAL INC.
	By:	/s/ Jim Webster
		Jim Webster
		Vice President, Equity and Chief Compliance Officer