X0202 4 2007-11-13 0000947427 AXS ONE INC AXO 0001402321 Bacci Timothy P 402 RAILROAD AVENUE SUITE 201 DANVILLE CA 94526 1 0 1 1 See remarks 0001311443 BlueLine Partners, L.L.C. 402 RAILROAD AVENUE SUITE 201 DANVILLE CA 94526 0 0 1 1 See remarks 0001338149 BlueLine Capital Partners, L.P. 402 RAILROAD AVENUE SUITE 201 DANVILLE CA 94526 0 0 1 1 See remarks 0001411987 BlueLine Partners II, LLC 402 RAILROAD AVENUE SUITE 201 DANVILLE CA 94526 0 0 1 1 See remarks 0001411986 BlueLine Capital Partners III, LP 402 RAILROAD AVENUE SUITE 201 DANVILLE CA 94526 0 0 1 1 See remarks Common Stock 2233025 I See Footnote 1 Common Stock Warrant .01 2007-11-13 4 P 0 500000 .01 A 2007-12-04 2014-11-16 Common Stock 500000 500000 I By BlueLine Capital Partners, LP Series C 6% Convertible Promissory Note 1.00 2007-11-13 4 P 0 500000.00 1.00 A 2007-12-04 2009-05-29 Common Stock 500000 500000.00 I By BlueLine Capital Partners, LP Common Stock Warrant .01 2007-11-13 4 P 0 250000 .01 A 2007-12-04 2014-11-16 Common Stock 250000 250000 I By BlueLine Capital Partners II, LP Series C 6% Convertible Promissory Note 1.00 2007-11-13 4 P 0 250000.00 1.00 A 2007-12-04 2009-05-29 Common Stock 250000 250000.00 I By BlueLine Capital Partners II, LP Common Stock Warrant .01 2007-11-13 4 P 0 500000 .01 A 2007-12-04 2014-11-16 Common Stock 500000 500000 I By BlueLine Capital Partners III, LP Series C 6% Convertible Promissory Note 1.00 2007-11-13 4 P 0 500000.00 1.00 A 2007-12-04 2009-05-29 Common Stock 500000 500000.00 I By BlueLine Capital Partners III, LP These securities are held by a "group" consisting of Timothy Bacci, a managing director of BlueLine Partners, L.L.C., BlueLine Capital Partners, L.P., BlueLine Capital Partners II, L.P., BlueLine Capital Partners III, L.P., BlueLine Partners, L.L.C., the sole general partner of BlueLine Capital Partners, L.P. and BlueLine Capital Partners II, L.P. and BlueLine Partners II, LLC, the sole general partner of BlueLine Capital Partners III, LP. Of the 2,233,025 shares of outstanding common stock owned by the reporting entities, 1,899,815 shares of common stock are owned by BlueLine Capital Partners, L.P., 150,350 shares of common stock are owned by BlueLine Capital Partners II, L.P., 142,860 shares of common stock are owned by BlueLine Capital Partners III, L.P., and 40,000 shares of restricted stock are owned by Timothy Bacci. Timothy Bacci is the managing director of BlueLine Partners, L.L.C., the sole general partner of BlueLine Capital Partners, L.P. Timothy Bacci is the managing director of BlueLine Partners, L.L.C., the sole general partner of BlueLine Capital Partners II, LP. Timothy Bacci is the managing director of BlueLine Partners II, LLC., the sole general partner of BlueLine Capital Partners III, LP. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any Reporting Person is the beneficial owner of any Common Stock covered by this statement. As described in Amendment No. 3 to Schedule 13D ("Amendment No. 3") filed on June 8, 2007 with respect to the Common Stock owned by BlueLine Capital Partners, L.P., BlueLine Capital Partners II, L.P., BlueLine Partners, L.L.C. and Mr. Bacci as of the date of Amendment No. 3, the Reporting Entities may have been deemed to be a "group" under Section 13(d) of the Securities Exchange Act and accordingly each Reporting Person may have been deemed to have beneficial ownership of 10% or more of the Common Stock. Reporting Owner Name/Address BlueLine Partners, L.L.C., 402 Railroad Avenue, Suite 201, Danville, CA 94526 BlueLine Partners II, LLC, 402 Railroad Avenue, Suite 201, Danville, CA 94526 BlueLine Capital Partners, L.P., 402 Railroad Avenue, Suite 201, Danville, CA 94526 BlueLine Capital Partners II, L.P., 402 Railroad Avenue, Suite 201, Danville, CA 94526 BlueLine Capital Partners III, L.P., 402 Railroad Avenue, Suite 201, Danville, CA 94526 Timothy Bacci, 402 Railroad Avenue, Suite 201, Danville, CA 94526 /s/ Scott A. Shuda, By Power of Attorney for all Reporting Persons 2007-11-15