Schedule 13G Amendment No. 1

-----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, HMrxF+uLdz6xSnwDRGHOz2C9mETvtYQp8f8Mchk/Y5JU4fZamxfjSVM6orsIHBGh J8OOJahzPJqRROCdVmFXrg== 0001193125-10-019701.txt : 20100202 0001193125-10-019701.hdr.sgml : 20100202 20100202172037 ACCESSION NUMBER: 0001193125-10-019701 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100202 DATE AS OF CHANGE: 20100202 GROUP MEMBERS: CINEASIAS PARTNERS, L.P. GROUP MEMBERS: DRE PARTNERS, L.P. GROUP MEMBERS: F-CUBED PARTNERS, L.P. GROUP MEMBERS: WHITEBOX COMBINED ADVISORS, LLC GROUP MEMBERS: WHITEBOX COMBINED FUND, L.P. GROUP MEMBERS: WHITEBOX COMBINED FUND, LTD. GROUP MEMBERS: WHITEBOX COMBINED PARTNERS, L.P. GROUP MEMBERS: WHITEBOX CONCENTRATED CONVERTIBLE ARBITRAGE FUND, L.P. GROUP MEMBERS: WHITEBOX CONCENTRATED CONVERTIBLE ARBITRAGE FUND, LTD. GROUP MEMBERS: WHITEBOX CONVERTIBLE ARBITRAGE ADVISORS, LLC GROUP MEMBERS: WHITEBOX CONVERTIBLE ARBITRAGE FUND, L.P. GROUP MEMBERS: WHITEBOX CONVERTIBLE ARBITRAGE FUND, LTD. GROUP MEMBERS: WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS, L.P. GROUP MEMBERS: WHITEBOX CREDIT ARBITRAGE FUND, L.P. GROUP MEMBERS: WHITEBOX CREDIT ARBITRAGE FUND, LTD. GROUP MEMBERS: WHITEBOX HEDGED HIGH YIELD ADVISORS, LLC GROUP MEMBERS: WHITEBOX HEDGED HIGH YIELD FUND, L.P. GROUP MEMBERS: WHITEBOX HEDGED HIGH YIELD FUND, LTD. GROUP MEMBERS: WHITEBOX HEDGED HIGH YIELD PARTNERS, L.P. GROUP MEMBERS: WHITEBOX MULTI-STRATEGY FUND, L.P. GROUP MEMBERS: WHITEBOX MULTI-STRATEGY FUND, LTD. GROUP MEMBERS: WHITEBOX SPECIAL OPPORTUNITIES ADVISORS, LLC GROUP MEMBERS: WHITEBOX SPECIAL OPPORTUNITIES FUND LP, SERIES B GROUP MEMBERS: WHITEBOX SPECIAL OPPORTUNITIES FUND, LP GROUP MEMBERS: WHITEBOX SPECIAL OPPORTUNITIES FUND, LTD GROUP MEMBERS: WHITEBOX SPECIAL OPPORTUNITIES FUND, LTD - SEGREGATED PORTFO FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITEBOX ADVISORS LLC CENTRAL INDEX KEY: 0001257391 IRS NUMBER: 411957584 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. CITY: MINNEAPOLIS STATE: MN ZIP: 55416 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Infinity Bio-Energy Ltd CENTRAL INDEX KEY: 0001419468 IRS NUMBER: 000000000 STATE OF INCORPORATION: XX FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83811 FILM NUMBER: 10567881 BUSINESS ADDRESS: STREET 1: Cannon's Court, 22 Victoria Street STREET 2: PO Box HM 1179 CITY: Hamilton STATE: xx ZIP: Bermuda BUSINESS PHONE: 55 11 3525 9900 MAIL ADDRESS: STREET 1: Cannon's Court, 22 Victoria Street STREET 2: PO Box HM 1179 CITY: Hamilton STATE: xx ZIP: Bermuda SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Infinity Bio-Energy Limited

(Name of Issuer)

Common Stock

(Title of Class of Securities)

EG9972324

(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 is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1745 (2-02)

Page 1 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Advisors, LLC
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 6,184,904 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 6,184,904 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,184,904 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3 % (See item 4)
12	TYPE OF REPORTING PERSON* IA

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 2 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Convertible Arbitrage Advisors, LLC
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 567,283 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 567,283 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 567,283 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4 % (See item 4)
12	TYPE OF REPORTING PERSON* IA

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 3 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Convertible Arbitrage Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 291,538 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 291,538 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 291,538 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 4 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Concentrated Convertible Arbitrage Fund, L.P.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 291,538 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 291,538 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 291,538 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 5 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Concentrated Convertible Arbitrage Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 291,538 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 291,538 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 291,538 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 6 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Cineasias Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 275,745 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 275,745 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 275,745 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 7 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Convertible Arbitrage Fund, L.P.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 275,745 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 275,745 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 275,745 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 8 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Convertible Arbitrage Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 275,745 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 275,745 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 275,745 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 9 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Combined Advisors, LLC
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,130,615 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,130,615 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,130,615 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.8 % (See item 4)
12	TYPE OF REPORTING PERSON* IA

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 10 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Combined Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,273,384 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,273,384 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,273,384 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 11 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Multi-Strategy Fund, L.P.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,273,384 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,273,384 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,273,384 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 12 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Multi-Strategy Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,273,384 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,273,384 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,273,384 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 13 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). F-Cubed Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 857,230 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 857,230 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 857,230 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 14 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Combined Fund, L.P.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 857,230 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 857,230 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 857,230 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 15 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Combined Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 857,230 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 857,230 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 857,230 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 16 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Hedged High Yield Advisors, LLC
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,135,988 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,135,988 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,135,988 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.8 % (See item 4)
12	TYPE OF REPORTING PERSON* IA

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 17 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Hedged High Yield Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 843,373 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 843,373 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 843,373 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 18 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Credit Arbitrage Fund, L.P.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 843,373 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 843,373 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 843,373 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 19 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Credit Arbitrage Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 843,373 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 843,373 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 843,373 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 20 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). DRE Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,292,615 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,292,615 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,292,615 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 21 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Hedged High Yield Fund, L.P.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,292,615 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,292,615 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,292,615 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 22 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Hedged High Yield Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,292,615 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,292,615 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,292,615 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 23 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Special Opportunities Advisors, LLC
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 519,563 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 519,563 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 519,563 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4 % (See item 4)
12	TYPE OF REPORTING PERSON* IA

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 24 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Special Opportunities Fund, LP
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 519,563 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 519,563 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 519,563 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 25 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Special Opportunities Fund, Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 519,563 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 519,563 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 519,563 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 26 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Special Opportunities Fund LP, Series B
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 519,563 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 519,563 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 519,563 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 27 of 31

13G


CUSIP No. EG9972324
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Special Opportunities Fund, Ltd – Segregated Portfolio B
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 519,563 (See item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 519,563 (See item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 519,563 (See item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4 % (See item 4)
12	TYPE OF REPORTING PERSON* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 28 of 31

Item 1.

(a)

Name of Issuer

Infinity Bio-Energy Limited

(b)

Address of Issuer’s Principal Executive Offices

Canon’s Court

22 Victoria Street

Hamilton, HM12 Bermuda

Item 2.

(a)

Name of Person Filing

This statement is filed by:

(i)

Whitebox Advisors, LLC, a Delaware limited liability company (“WA”);

(ii)

Whitebox Convertible Arbitrage Advisors, LLC, a Delaware limited liability company (“WCAA”);

(iii)

Whitebox Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership (“WCAP”);

(iv)

Whitebox Concentrated Convertible Arbitrage Fund , L.P., a Delaware limited partnership (“WCCAFLP”);

(v)

Whitebox Concentrated Convertible Arbitrage Fund, Ltd., a British Virgin Islands international business company (“WCCAFLTD”);

(vi)

Cineasias Partners, L.P., a British Virgin Islands limited partnership (“CP”);

(vii)

Whitebox Convertible Arbitrage Fund, L.P., a Delaware limited partnership (“WCAFLP”);

(viii)

Whitebox Convertible Arbitrage Fund, Ltd., a British Virgin Islands international business company (“WCAFLTD”);

(ix)

Whitebox Combined Advisors, LLC, a Delaware limited liability company (“WCA”);

(x)

Whitebox Combined Partners, L.P., a British Virgin Islands limited partnership (“WCP”);

(xi)

Whitebox Multi-Strategy Fund , L.P., a Delaware limited partnership (“WMSFLP”);

(xii)

Whitebox Multi-Strategy Fund, Ltd., a British Virgin Islands international business company (“WMSFLTD”);

(xiii)

F-Cubed Partners, L.P., a British Virgin Islands limited partnership (“FCP”);

(xiv)

Whitebox Combined Fund, L.P., a Delaware limited partnership (“WCFLP”);

(xv)

Whitebox Combined Fund, Ltd., a British Virgin Islands international business company (“WCFLTD”);

(xvi)

Whitebox Hedged High Yield Advisors, LLC, a Delaware limited liability company (“WHHYA”);

(xvii)

Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited partnership (“WHHYP”);

(xviii)

Whitebox Credit Arbitrage Fund , L.P., a Delaware limited partnership (“WCRAFLP”);

(xix)

Whitebox Credit Arbitrage Fund, Ltd., a British Virgin Islands international business company (“WCRAFLTD”);

(xx)

DRE Partners, L.P., a British Virgin Islands limited partnership (“DP”);

(xxi)

Whitebox Hedged High Yield Fund, L.P., a Delaware limited partnership (“WHHYFLP”);

(xxii)

Whitebox Hedged High Yield Fund, Ltd., a British Virgin Islands international business company (“WHHYFLTD”);

(xxiii)

Whitebox Special Opportunities Advisors, LLC, a Delaware limited liability company (“WSOPA”);

(xxiv)

Whitebox Special Opportunities Fund, L.P., a Delaware Series limited partnership (“WSOPFLP”);

(xxv)

Whitebox Special Opportunities Fund, Ltd., a British Virgin Islands Segregated Portfolio Company (“WSOPFLTD”);

(xxvi)

Whitebox Special Opportunities Fund, L.P, Series B, a Delaware Series limited partnership (“WSOPFLPB”);

(xxvii)

Whitebox Special Opportunities Fund, Ltd. – Segregated Portfolio B, a British Virgin Islands Segregated Portfolio Company (“WSOPFLTDB”).

(xxviii)

GPC LIX, LLC, a Delaware limited liability company (“GPC”);

(xxix)

HFR RVA Combined Master Trust, a Bermuda limited partnership (“HFR”);

(xxx)

IAM Mini-Fund 14 Limited, a Cayman Islands Corporation (“IAM”);

(b)

Address of Principal Business Office or, if none, Residence

The address of the business office of WA, WCAA,WCCAFLP, WCAFLP, WCA, WMSFLP, WCFLP, WHHYA, WCRAFLP, WHHYFLP, WSOPA, WSOPFLP, and

WSOPFLPB is:

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

The address of the business office of WCAP, WCCAFLTD, CP, WCAFLTD, WCP, WMSFLTD, FCP, WCFLTD, WHHYP, WCRAFLTD, DP, WHHYFLTD, WSOPFLTD, and WSOPFLTDB is:

Trident Chambers, P.O. Box 146

Waterfront Drive, Wickhams Cay

Road Town, Tortola, British Virgin Islands

The address of the business office of GPC is:

GPC LIX, LLC

135 East 57th. Street, 11th Floor

New York, NY 10022

The address of the business office of HFR is:

HFR RVA Combined Master Trust

65 Front Street

Hamilton, HM 11, Bermuda

The address of the business office of IAM is:

IAM Mini-Fund 14 Limited

Boundary Hall, Cricket Square

George Town, Grand Cayman, KY1-1102 Cayman Islands

(c)

Citizenship

WA, WCAA,WCCAFLP, WCAFLP, WCA, WMSFLP, WCFLP, WHHYA, WCRAFLP, WHHYFLP, WSOPA, WSOPFLP, WSOPFLPB, and GPC are organized under the laws of the State of Delaware; WCAP, WCCAFLTD, CP, WCAFLTD, WCP, WMSFLTD, FCP, WCFLTD, WHHYP, WCRAFLTD, DP, WHHYFLTD, WSOPFLTD, and WSOPFLTDB are organized under the laws of the British Virgin Islands, IAM are organized under the laws of the Cayman Islands; HFR are organized under the laws of Bermuda.

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

EG9972324

Item 3.

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

(a)

Broker or dealer registered under section 15 of the Act.

(b)

Bank as defined in section 3(a)(6) of the Act.

(c)

Insurance company as defined in section 3(a)(19) of the Act.

(d)

Investment company registered under section 8 of the Investment Company Act of 1940.

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(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 of 1940.

(j)

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 29 of 31


Item 4.	Ownership

	(a)	Amount Beneficially Owned

		WA, acting as an investment adviser to its client, is deemed to be the beneficial owner of 6,184,904 shares of Common Stock of the Company’s Amended. WCAA, is deemed to beneficially own 567,283 Shares of Common Stock of the company. WCAP is deemed to beneficially own 275,745 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WCCAFLP is deemed to beneficially own 275,745 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WCCAFLTD is deemed to beneficially own 275,745 shares of Common Stock as a result of its indirect ownership Of Convertible Bonds of the company CP is deemed to beneficially own 291,538 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WCAFLP is deemed to beneficially own 291,538 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WCAFLTD is deemed to beneficially own 291,538 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WCA, is deemed to beneficially own 2,130,615 Shares of Common Stock of the company. WCP is deemed to beneficially own 1,273,384 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WMSFLP is deemed to beneficially own 1,273,384 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WMSFLTD is deemed to beneficially own 1,273,384 shares of Common Stock as a result of its indirect ownership Of Convertible Bonds of the company FCP is deemed to beneficially own 857,230 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WCFLP is deemed to beneficially own 857,230 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WCFLTD is deemed to beneficially own 857,230 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WHHYA is deemed to beneficially own 2,135,988 Shares of Common Stock of the company. WHHYP is deemed to beneficially own 843,373 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WCRAFLP is deemed to beneficially own 843,373 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WCRAFLTD is deemed to beneficially own 843,373 shares of Common Stock as a result of its indirect ownership Of Convertible Bonds of the company DP is deemed to beneficially own 1,292,615 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WHHYFLP is deemed to beneficially own 1,292,615 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WHHYFLTD is deemed to beneficially own 1,292,615 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WSOPA is deemed to beneficially own 519,563 of Common Stock as a result of its indirect ownership of Common Stock of the company WSOPFLP is deemed to beneficially own 519,563 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WSOPFLTD is deemed to beneficially own 519,563 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WSOPFLPB is deemed to beneficially own 519,563 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company WSOPFLTDB is deemed to beneficially own 519,563 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company GPC, is deemed to beneficially own 530,155 Shares of Common Stock of the company HFR, is deemed to beneficially own 212,224 Shares of Common Stock of the company IAM, is deemed to beneficially own 89,077 Shares of Common Stock of the company As a result of the relationship described in this statement, each of WA, WCAA, WCCAFLP, WCCAFLTD, WCAFLP, WCAFLTD, WCA, WMSFLP, WMSFLTD, WCFLP, WCFLTD, WHHYA, WCRAFLP, WCRAFLTD, WHHYFLP, WHHYFLTD, WSOPA, WSOPFLTDB, and WSOPFLPB may be deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by each of WCAP, CP, WCP, FCP, WHHYP, DP, WSOPFLP, WSOPFLTD, GPC, HFR, and IAM. WA, WCAA, WCCAFLP, WCCAFLTD, WCAFLP, WCAFLTD, WCA, WMSFLP, WMSFLTD, WCFLP, WCFLTD, WHHYA, WCRAFLP, WCRAFLTD, WHHYFLP, WHHYFLTD, WSOPA, WSOPFLPB, and WSOPFLTDB each disclaim indirect beneficial ownership of the shares of Common Stock except to the extent of their pecuniary interest in such shares.* Based on the relationships described herein, these entities may be deemed to constitute a “group” within the meaning Of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934. The filing of this statement shall not be construed as an admission that WA, WCAA, WCAP, WCCAFLP, WCCAFLTD, CP, WCAFLP, WCAFLTD, WCA, WCP, WMSFLP, WMSFLTD, FCP, WCFLP, WCFLTD, WHHYA, WHHYP, WCRAFLP, WCRAFLTD, DP, WHHYFLP, WHHYFLTD, WSOPA, WSOPFLP, WSOPFLTD, WSOPFLPB, WSOPFLTDB, GPC, HFR, and IAM are a group, or have agreed to act as a group.*

	(b)	Percent of Class

		WA beneficially owns 5.3 % of the Company’s Common Stock.* WCAA is deemed to beneficially own 0.4 % of the company’s Common Stock WCAP is deemed to beneficially own 0.2 % of the company’s Common Stock WCCAFLP is deemed to beneficially own 0.2 % of the company’s Common Stock WCCAFLTD is deemed to beneficially own 0.2 % of the company’s Common Stock CP is deemed to beneficially own 0.2 % of the company’s Common Stock WCAFLP is deemed to beneficially own 0.2 % of the company’s Common Stock WCAFLTD is deemed to beneficially own 0.2 % of the company’s Common Stock WCA is deemed to beneficially own 1.8 % of the company’s Common Stock WCP is deemed to beneficially own 1.1 % of the company’s Common Stock WMSFLP is deemed to beneficially own 1.1 % of the company’s Common Stock WMSFLTD is deemed to beneficially own 1.1 % of the company’s Common Stock FCP is deemed to beneficially own 0.7 % of the company’s Common Stock WCFLP is deemed to beneficially own 0.7 % of the company’s Common Stock WCFLTD is deemed to beneficially own 0.7 % of the company’s Common Stock WHHYA is deemed to beneficially own 1.8 % of the company’s Common Stock WHHYP is deemed to beneficially own 0.7 % of the company’s Common Stock WCRAFLP is deemed to beneficially own 0.7 % of the company’s Common Stock WCRAFLTD is deemed to beneficially own 0.7 % of the company’s Common Stock DP is deemed to beneficially own 1.1 % of the company’s Common Stock WHHYFLP is deemed to beneficially own 1.1 % of the company’s Common Stock WHHYFLTD is deemed to beneficially own 1.1 % of the company’s Common Stock WSOPA is deemed to beneficially own 0.4 % of the company’s Common Stock WSOPFLP is deemed to beneficially own 0.4 % of the company’s Common Stock WSOPFLTD is deemed to beneficially own 0.4 % of the company’s Common Stock WSOPFLPB is deemed to beneficially own 0.4 % of the company’s Common Stock WSOPFLTDB is deemed to beneficially own 0.4 % of the company’s Common Stock GPC beneficially owns 0.5 % of the company’s Common Stock.* HFR beneficially owns 0.2 % of the company’s Common Stock.* IAM beneficially owns 0.1 % of the company’s Common Stock.* The percentage of Common Stock reportedly owned by each entity herein is based on 110,909,000 shares of outstanding Common Stock of the Company, which is the total number of shares issued and outstanding on November 5, 2009.

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

		(i)	Sole power to vote or to direct the vote 0

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

			WA has shared voting power with respect to 6,184,904 shares of the Issuer’s Common Stock. WCAA, WCAP, WCCAFLP, WCCAFLTD, CP, WCAFLP, and WCAFLTD have shared voting power with respect to 567,283 Shares of the Company’s Common Stock. WCA, WCP, WMSFLP, WMSFLTD, FCP, WCFLP, and WCFLTD have shared voting power with respect to 2,130,615 Shares of the Company’s Common Stock. WHHYA, WHHYP, WCRAFLP, WCRAFLTD, DP, WHHYFLP, and WHHYFLTD have shared voting power with respect to 2,135,988 Shares of the Company’s Common Stock. WSOPA, WSOPFL, WSOPFLTD, WSOPFLPB, and WSOPFLTDB have shared voting power with respect to 519,563 Shares of the Company’s Common Stock.

		(iii)	Sole power to dispose or to direct the disposition of 0

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

			WA has shared voting power with respect to 6,184,904 shares of the Issuer’s Common Stock. WCAA, WCAP, WCCAFLP, WCCAFLTD, CP, WCAFLP, and WCAFLTD have shared voting power with respect to 567,283 Shares of the Company’s Common Stock. WCA, WCP, WMSFLP, WMSFLTD, FCP, WCFLP, and WCFLTD have shared voting power with respect to 2,130,615 Shares of the Company’s Common Stock. WHHYA, WHHYP, WCRAFLP, WCRAFLTD, DP, WHHYFLP, and WHHYFLTD have shared voting power with respect to 2,135,988 Shares of the Company’s Common Stock. WSOPA, WSOPFL, WSOPFLTD, WSOPFLPB, and WSOPFLTDB have shared voting power with respect to 519,563 Shares of the Company’s Common Stock.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(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 ¨*.

Instruction. Dissolution of a group requires a response to this item.

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

	Not Applicable.

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

	Not Applicable

Item 8.	Identification and Classification of Members of the Group

	See Item 2

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 acquired and are held in the ordinary course of business and 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.

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 30 of 31

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 2, 2010

Date

/S/ JONATHAN D. WOOD

Signature

Jonathan D. Wood

as Chief Financial Officer of

Whitebox Advisors, LLC.

Name/Title

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 the 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.

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

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

fb.us.1260302.03

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 31 of 31

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