UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
AMENDMENT NO. 2
TO
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)
JUNE 12, 2009
(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 5. SOLE VOTING POWER: 0
OF SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 0*
OWNED
BY EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 0*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0%
12. TYPE OF REPORTING PERSON:
PN
* 357,292 warrants were sold on July 28, 2009, 20,000 shares were sold on June
12, 2009, 105,057 shares were transferred to Millennium Partners on August 26,
2009, and 5,494,161 shares were transferred to BBE Group Holdings LLC on
September 8, 2009.
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 5. SOLE VOTING POWER: 0
OF SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 0*
OWNED
BY EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 0*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0%
12. TYPE OF REPORTING PERSON:
CO
* 357,292 warrants were sold on July 28, 2009, Little Wing, L.P. transferred
105,057 shares to Millennium Partners on August 26, 2009, and 5,494,161 shares
to BBE Group Holdings LLC on September 8, 2009. Quilcap Corp. is the general
partner of Little Wing, L.P.
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 5. SOLE VOTING POWER: 0
OF SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 0*
OWNED
BY EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 0*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0%
12. TYPE OF REPORTING PERSON*:
CO
* 59,375 warrants were sold on July 28, 2009, 1,147 shares were sold on June 18,
2009, 100 shares were sold on July 1, 2009, 30,000 shares were sold on July 27,
2009 and 450,309 shares were sold on August 11, 2009
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 5. SOLE VOTING POWER: 0
OF SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 0*
OWNED
BY EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 0*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0%
12. TYPE OF REPORTING PERSON*:
CO
* Little Wing, L.P. transferred 105,057 shares to Millennium Partners on August
26, 2009, and 5,494,161 shares to BBE Group Holdings LLC on September 8, 2009.
Quilcap Management, LLC is the investment manager of Little Wing, L.P.
Tradewinds Fund, Ltd. sold 1,147 shares on June 18, 2009, 100 shares on July 1,
2009, 30,000 shares, on July 27, 2009 and 450,309 shares on August 11, 2009.
Quilcap Management, LLC is the investment manager of Tradewinds Fund, Ltd.
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 5. SOLE VOTING POWER: 26,058
OF SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 5,494,161*
OWNED
BY EACH 7. SOLE DISPOSITIVE POWER: 26,058
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 5,494,161*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,520,219
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
6.6%**
12. TYPE OF REPORTING PERSON:
IN
* Such shares are owned directly by BBE Group Holdings LLC, of which each of
Parker Quillen and Whitney Quillen is a director/trustee and each has voting and
disposition power over these shares.
**Based on 83,498,874 Common Shares outstanding as reported by the Company in
its annual report on Form 10-K for the year ended June 30, 2009 filed with the
Securities and Exchange Commission on September 25, 2009.
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:
Second Floor, 9 Lower Bridge Street, Chester, UK CH1 1RS
ITEM 2 (a) NAME OF PERSON FILING:
Little Wing, L.P. ("Little Wing")
Quilcap Corp. ("Quilcap Corp.")
Tradewinds Fund Ltd. ("Tradewinds")
Quilcap Management, LLC ("Quilcap")
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. Parker
Quillen is a citizen of the United States. BBE is a Delaware limited
liability company. Whitney 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:
5,523,309 shares of common stock
(b) Percentage of Class:
6.6% (based on 83,498,874 Common Shares as reported by
the Company in its annual report on Form 10-K for the
year ended June 30, 2009 filed with the Securities and
Exchange Commission on September 25, 2009).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: Parker
Quillen has sole power to vote or direct the vote
of 26,058 shares;
(ii) (ii) shared power to vote or to direct the vote: Parker
Quillen is a director/ trustee of BBE Group
Holdings LLC and as such share power to vote or
direct the vote of 5,494,161 shares;
(iii) sole power to dispose or to direct the disposition
of : Parker Quillen has sole power to dispose or
direct the disposition of 26,058 shares;; and
(iv) shared power to dispose or to direct the
disposition of: Parker Quillen and Whitney
Quillen are each a director/ trustee of BBE Group
Holdings LLC and as such share power to dispose
or direct the disposition of 5,494,161 shares
Parker Quillen is a director and trustee of BBE Group
Holdings LLC and as such has the shared power to vote
and dispose of the shares owned by BBE Group Holdings
LLC.
Mr. Parker Quillen is the President of Quilcap Corp.,
which is the general partner of Little Wing, L.P. and
was the sole managing member of Quilcap Management, LLC,
the investment manager of Little Wing, L.P. and
Tradewinds Funds, Ltd.
CUSIP NO. 00210T102 13G Page 10 of 11 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Little Wing, L.P., Tradewinds Funds, Ltd, Quilcap Corp and
Quilcap Management, LLC no longer own any shares of the
Issuer's stock. Parker Quillen, due to his role as trustee of
BBE Group Holdings LLC continues to beneficially own in excess
of 5% of the outstanding securities of the Issuer.
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.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
The former group consisting of Little Wing, L.P., Tradewinds
Funds, Ltd, Quilcap Corp, Quilcap Management, LLC and Parker
Quillen have ceased to exist and only Parker Quillen through
his role as trustee and director of BBE Holdings LLC continues
to hold any securities of the Issuer.
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: October 16, 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