UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
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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
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(CUSIP NUMBER)
DECEMBER 31, 2008
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(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
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General Partner Parker Quillen, President
By: /s/Parker Quillen QUILCAP MANAGEMENT, LLC
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Parker Quillen, President By: /s/ Parker Quillen
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Sole Managing Member
TRADEWINDS FUND LTD.
By: Quilcap Management, LLC /s/ Parker Quillen
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Parker Quillen
By:/s/Parker Quillen
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Parker Quillen,
Sole Managing Member