-----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, UPQ9nh3z3L4jS1H1LeQN+RCC5JbIiGSetRUR0RQPjd7IjT9TZkwC05cHF3dJblg7 hj0Bl8IywTk2zWoC7yyhaw== 0001132072-09-000062.txt : 20090212 0001132072-09-000062.hdr.sgml : 20090212 20090212122302 ACCESSION NUMBER: 0001132072-09-000062 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 GROUP MEMBERS: LITTLE WING, L.P. GROUP MEMBERS: PARKER QUILLEN GROUP MEMBERS: QUILCAP CORP. GROUP MEMBERS: QUILCAP MANAGEMENT, LLC GROUP MEMBERS: TRADEWINDS FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Aftersoft Group CENTRAL INDEX KEY: 0000832488 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841108035 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83810 FILM NUMBER: 09593146 BUSINESS ADDRESS: STREET 1: SAVANNAH HOUSE STREET 2: 11-12 CHARLES II STREET CITY: LONDON STATE: X0 ZIP: SW1Y 4QU BUSINESS PHONE: 011 44 207 451 2468 MAIL ADDRESS: STREET 1: SAVANNAH HOUSE STREET 2: 11-12 CHARLES II STREET CITY: LONDON STATE: X0 ZIP: SW1Y 4QU FORMER COMPANY: FORMER CONFORMED NAME: W3 GROUP INC DATE OF NAME CHANGE: 19991019 FORMER COMPANY: FORMER CONFORMED NAME: CONCORDE STRATEGIES GROUP INC DATE OF NAME CHANGE: 19970131 FORMER COMPANY: FORMER CONFORMED NAME: NITE LITE USA LTD DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LITTLE WING L P CENTRAL INDEX KEY: 0000929406 IRS NUMBER: 133778596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O QUILCAP CORP STREET 2: 375 PARK AVE STE 1404 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2125215021 MAIL ADDRESS: STREET 1: C/O QUILCAP CORP STREET 2: 375 PARK AVE STE 1404 CITY: NEW YORK STATE: NY ZIP: 10152 FORMER COMPANY: FORMER CONFORMED NAME: LITTLE WING PARTNERS L P DATE OF NAME CHANGE: 19970918 SC 13G 1 s11-9025_13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- SCHEDULE 13G ------------------------- 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 AFTERSOFT GROUP, INC. (NAME OF ISSUER) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (TITLE OF CLASS OF SECURITIES) 00210T102 ------------------------- (CUSIP NUMBER) DECEMBER 31, 2008 ------------------------- (DATE OF EVENT WHICH REQUIRES FILING THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1 (b) [ X ] Rule 13d-1 (c) [ ] Rule 13d-1 (d) CUSIP NO. 00210T102 13G Page 2 of 11 Pages 1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Little Wing, L.P., 13-3778596 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 5. SOLE VOTING POWER: BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER: 6,333,800* POWER: 7. SOLE DISPOSITIVE POWER: 8. SHARED DISPOSITIVE POWER: 6,333,800* 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 6,333,800* 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.80%** 12. TYPE OF REPORTING PERSON: PN ____________________________________ * Consists of 357,292 warrants exercisable into 357,292 common shares and 5,976,508 common shares ** Based on 92,816,110 Common Shares outstanding plus an aggregate of 357,292 shares assumed issued upon the exercise of warrants CUSIP NO. 00210T102 13G Page 3 of 11 Pages 1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Quilcap Corp., 13-3780878 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 5. SOLE VOTING POWER: BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER: 6,333,800* POWER: 7. SOLE DISPOSITIVE POWER: 8. SHARED DISPOSITIVE POWER: 6,333,800* 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 6,333,380* 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.80%** 12. TYPE OF REPORTING PERSON: CO ____________________________________ * Consists of 357,292 warrants exercisable into 357,292 common shares and 5,976,508 common shares ** Based on 92,816,110 Common Shares outstanding plus an aggregate of 357,292 shares assumed issued upon the exercise of warrants CUSIP NO. 00210T102 13G Page 4 of 11 Pages 1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Tradewinds 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 5. SOLE VOTING POWER: BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER: 600,254* POWER: 7. SOLE DISPOSITIVE POWER: 8. SHARED DISPOSITIVE POWER: 600,254* 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 600,254* 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): .65%** 12. TYPE OF REPORTING PERSON*: CO ____________________________________ * Consists of 59,375 warrants exercisable into 59,375 common shares and 540,879 common shares ** Based on 92,816,110 Common Shares outstanding plus an aggregate of 59,375 shares assumed issued upon the exercise of warrants CUSIP NO. 00210T102 13G Page 5 of 11 Pages 1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Quilcap Management, LLC, 20-5125035 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 5. SOLE VOTING POWER: 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER: 6,934,054* POWER: 7. SOLE DISPOSITIVE POWER: 0 8. SHARED DISPOSITIVE POWER: 6,934,054* 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 6,934,054* 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 7.44%** 12. TYPE OF REPORTING PERSON*: CO ____________________________________ * Consists of 416,667 warrants exercisable into 416,667 common shares and 6,517,387 common shares. ** Based on 92,816,110 Common Shares outstanding plus an aggregate of 416,667 shares assumed issued upon the exercise of warrants CUSIP NO. 00210T102 13G Page 6 of 11 Pages 1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Parker Quillen 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 SHARES 5. SOLE VOTING POWER: 26,058 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER: 6,934,054* POWER: 7. SOLE DISPOSITIVE POWER: 26,058 8. SHARED DISPOSITIVE POWER: 6,934,054* 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 6,960,112* 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 7.47%** 12. TYPE OF REPORTING PERSON: IN ____________________________________ * Consists of 416,667 warrants exercisable into 416,667 common shares and 6,543,445 common shares. ** Based on 92,816,110 Common Shares outstanding plus an aggregate of 416,667 shares assumed issued upon the exercise of warrants CUSIP NO. 00210T102 13G Page 7 of 11 Pages ITEM 1 (a) NAME OF ISSUER: Aftersoft Group, Inc. ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: c/o Wynnefield Partners Small Cap Value, L.P., 450 Seventh Avenue, Suite 509 New York, New York 10123 ITEM 2 (a) NAME OF PERSON FILING: Little Wing, L.P. ("Little Wing") Quilcap Corp. ("Quilcap Corp.") Tradewinds Fund Ltd. ("Tradewinds") Quilcap Management, LLC Parker Quillen ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: Little Wing, L.P. c/o Quilcap Corp. 145 East 57th Street, 10th Floor New York, NY 10022 Quilcap Corp. 145 East 57th Street, 10th Floor New York, NY 10022 Tradewinds Fund Ltd. c/o Quilcap Management LLC 145 East 57th Street, 10th Floor New York, NY 10022 Quilcap Management LLC 145 East 57th Street, 10th Floor New York, NY 10022 CUSIP NO. 00210T102 13G Page 8 of 11 Pages Parker Quillen c/o Quilcap Corp. 145 East 57th Street, 10th Floor New York, NY 10022 ITEM 2 (c) CITIZENSHIP: Little Wing is a limited partnership organized under the laws of the State of Delaware. Tradewinds is a corporation organized under the laws of the British Virgin Islands. Quilcap Corp. is a corporation organized under the laws of the State of Delaware. Quilcap Management LLC is a Delaware limited liability company. Mr. Quillen is a citizen of the United States. ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.0001 per share (the "Common Shares") ITEM 2 (e) CUSIP NUMBER: 00210T102 ITEM (3) IF THIS STATEMENT IS FILED PURSUANT TO RULE 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 Securities Exchange Act of 1934 (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 Rule 13d-1(b)(1)(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)(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; (j) ( ) A Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [ X ] CUSIP NO. 00210T102 13G Page 9 of 11 Pages ITEM 4. OWNERSHIP (a) Amount Beneficially Owned: 6,960,112 (b) Percentage of Class: 7.47% (based on 92,816,110 Common Shares outstanding plus an aggregate of 416,667 shares assumed issued upon the exercise of warrants) (based on information provided by the Company). (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 26,058 (ii) shared power to vote or to direct the vote: 6,934,054 (iii) sole power to dispose or to direct the disposition of : 26,058 (iv) shared power to dispose or to direct the disposition of: 6,934,054 Little Wing, L.P. has the power to vote and dispose of the Common Shares owned by it, which power may be exercised by Mr. Quillen, as President of Quilcap Corp., the general partner of Little Wing, L.P., and by Mr. Quillen as the Sole Managing Member of Quilcap Management, LLC., the investment manager of Little Wing, L.P. Tradewinds has the power to vote and dispose of the Common Shares owned by it, which power may be exercised by Mr. Quillen, as the Sole Managing Member of Quilcap Management, LLC, the investment manager of Tradewinds. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. 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. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. CUSIP NO. 00210T102 13G Page 10 of 11 Pages ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c)) 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. CUSIP NO. 00210T102 13G Page 11 of 11 Pages 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: February 12, 2009 LITTLE WING, L.P. QUILCAP CORP. By: Quilcap Corp. By: /s/Parker Quillen ------------------- --------------------- General Partner Parker Quillen, President By: /s/Parker Quillen QUILCAP MANAGEMENT, LLC ----------------------- Parker Quillen, President By: /s/ Parker Quillen --------------------- Sole Managing Member TRADEWINDS FUND LTD. By: Quilcap Management, LLC /s/ Parker Quillen --------------------- Parker Quillen By:/s/Parker Quillen -------------------- Parker Quillen, Sole Managing Member -----END PRIVACY-ENHANCED MESSAGE-----