CUSIP No. 225300201
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above
Persons(entities only):
Laurus Capital Management, LLC
13-4150669
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
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(3) SEC Use Only
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(4) Citizenship or Place of Organization: Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
(5) Sole Voting Power: 0*
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(6) Shared Voting Power: 3,789,634*
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(7) Sole Dispositive Power: 0*
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(8) Shared Dispositive Power: 3,789,634*
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,789,634
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): |X|
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(11) Percent of Class Represented by Amount in Row (9): 9.99%
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(12) Type of Reporting Person (See Instructions): OO
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*Based on 37,488,714 shares of the common stock, no par value per share (the
"Shares"), outstanding of Creative Vistas, Inc., an Arizona corporation (the
"Company"), as of November 15, 2010 as disclosed in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2010. As of
December 31, 2010, Valens U.S. SPV I, LLC ("Valens U.S."), Valens Offshore SPV
I, Ltd. ("VOFSPVI"), Valens Offshore SPV II, Corp. ("VOFSPVII") and PSource
Structured Debt Limited ("PSource", and together with Valens U.S., VOFSPVI and
VOFSPVII, the "Investors"), collectively held (1) 3,344,068 Shares, (2) a common
stock purchase warrant (the "Other Warrant A") to acquire 812,988 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (3) a common
stock purchase warrant (the "Other Warrant B") to acquire 1,738,365 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (4) a common
stock purchase warrant (the "Other Warrant #1") to acquire 108,000 Shares at an
exercise price of $0.90 per Share, subject to certain adjustments, (5) a common
stock purchase warrant (the "Other Warrant #2") to acquire 108,000 Shares at an
exercise price of $1.15 per Share, subject to certain adjustments, (6) a common
stock purchase warrant (the "Other Warrant #3") to acquire 108,000 Shares at an
exercise price of $1.25 per Share, subject to certain adjustments, (7) a common
stock purchase warrant (the "Other Warrant #4") to acquire 108,000 Shares at an
exercise price of $2.28 per Share, subject to certain adjustments, (8) a common
stock purchase warrant (the "Other Warrant #5") to acquire 108,000 Shares at an
exercise price of $2.10 per Share, subject to certain adjustments, (9) a common
stock purchase warrant (the "Other Warrant #6") to acquire 108,000 Shares at an
exercise price of $2.55 per Share, subject to certain adjustments, (10) a common
stock purchase warrant (the "Other Warrant #7") to acquire 108,000 Shares at an
exercise price of $2.73 per Share, subject to certain adjustments, (11) a common
stock purchase warrant (the "Other Warrant #8") to acquire 108,000 Shares at an
exercise price of $2.43 per Share, subject to certain adjustments, (12) a common
stock purchase warrant (the "Other Warrant #9") to acquire 139,800 Shares at an
exercise price of $0.0067 per Share, subject to certain adjustments, (13) a
common stock purchase warrant (the "Other Warrant #10") to acquire 2,250,000
Shares at an exercise price of $1.15 per Share, subject to certain adjustments,
(14) a common stock purchase warrant (the "Other Warrant #11") to acquire
100,000 Shares at an exercise price of $1.20 per Share, subject to certain
adjustments, (15) a common stock purchase warrant (the "Other Warrant #12") to
acquire 100,000 Shares at an exercise price of $1.01 per Share, subject to
certain adjustments, (16) a common stock purchase warrant (the "Other Warrant
#13") to acquire 313,000 Shares at an exercise price of $1.00 per Share, subject
to certain adjustments, (17) a common stock purchase warrant (the "Other Warrant
#14") to acquire 100,000 Shares at an exercise price of $0.90 per Share, subject
to certain adjustments, (18) a common stock purchase warrant (the "Other Warrant
#15") to acquire 108,000 Shares at an exercise price of $2.60 per Share, subject
to certain adjustments, (19) a common stock purchase warrant (the "Other Warrant
#16") to acquire 108,000 Shares at an exercise price of $2.55 per Share, subject
to certain adjustments, (20) a common stock purchase warrant (the "Other Warrant
#17") to acquire 1,916,451 Shares at an exercise price of $0.01 per Share,
subject to certain adjustments, (21) a common stock purchase warrant (the "Other
Warrant #18") to acquire 627,451 Shares at an exercise price of $0.01 per Share,
subject to certain adjustments, (22) a common stock purchase warrant (the "Other
Warrant #19") to acquire 1,333,333 Shares at an exercise price of $0.01 per
Share, subject to certain adjustments, (23) a common stock purchase warrant (the
"Other Warrant #20") to acquire 214,033 Shares at an exercise price of $0.01 per
Share, subject to certain adjustments, (24) a common stock purchase warrant (the
"Other Warrant #21") to acquire 582,367 Shares at an exercise price of $0.01 per
Share, subject to certain adjustments, (25) a common stock purchase warrant (the
"Other Warrant #22") to acquire 2,350 Shares at an exercise price of $0.01 per
Share, subject to certain adjustments, (26) a common stock purchase warrant (the
"Other Warrant #23") to acquire 16,242 Shares at an exercise price of $1.98 per
Share, subject to certain adjustments, (27) a common stock purchase warrant (the
"Other Warrant #24") to acquire 22,425 Shares at an exercise price of $1.98 per
Share, subject to certain adjustments, (28) a common stock purchase warrant (the
"Other Warrant #25") to acquire 26,859 Shares at an exercise price of $1.98 per
Share, subject to certain adjustments, (29) a common stock purchase warrant (the
"Other Warrant #26") to acquire 42,473 Shares at an exercise price of $1.98 per
Share, subject to certain adjustments, (30) a common stock purchase warrant (the
"Other Warrant #27") to acquire 16,242 Shares at an exercise price of $1.02 per
Share, subject to certain adjustments, (31) a common stock purchase warrant (the
"Other Warrant #28") to acquire 22,425 Shares at an exercise price of $1.02 per
Share, subject to certain adjustments, (32) a common stock purchase warrant (the
"Other Warrant 29" to acquire 26,859 Shares at an exercise price of $1.02 per
Share, subject to certain adjustments, (33) a common stock purchase warrant (the
"Other Warrant 30") to acquire 42,473 Shares at an exercise price of $1.02 per
Share, subject to certain adjustments, (34) a common stock purchase warrant (the
"Other Warrant #31") to acquire 16,242 Shares at an exercise price of $1.15 per
Share, subject to certain adjustments, (35) a common stock purchase warrant (the
"Other Warrant #32") to acquire 22,425 Shares at an exercise price of $1.15 per
Share, subject to certain adjustments, (36) a common stock purchase warrant (the
"Other Warrant #33") to acquire 26,859 Shares at an exercise price of $1.15 per
Share, subject to certain adjustments, (37)a common stock purchase warrant (the
"Other Warrant #34") to acquire 42,473 Shares at an exercise price of $1.15 per
Share, subject to certain adjustments, (38) a common stock purchase warrant (the
"Other Warrant #35") to acquire 7,467 Shares at an exercise price of $2.04 per
Share, subject to certain adjustments, (39) a common stock purchase warrant (the
"Other Warrant #36") to acquire 22,425 Shares at an exercise price of $2.04 per
Share, subject to certain adjustments, (40) a common stock purchase warrant (the
"Other Warrant #37") to acquire 3,775 Shares at an exercise price of $2.04 per
Share, subject to certain adjustments, (41) a common stock purchase warrant (the
"Other Warrant #38") to acquire 74,332 Shares at an exercise price of $2.04 per
Share, subject to certain adjustments, (42) a common stock purchase warrant (the
"Other Warrant #39") to acquire 108,000 Shares at an exercise price of $2.84 per
Share, subject to certain adjustments, (43) a common stock purchase warrant (the
"Other Warrant #40") to acquire 108,000 Shares, at an exercise price of $2.08
per Share, subject to certain adjustments, (44) a common stock purchase warrant
(the "Other Warrant #41") to acquire 63,815 Shares at an exercise price of $0.18
per Share, subject to certain adjustments, (45) a common stock purchase warrant
(the "Other Warrant #42") to acquire 16,242 Shares, at an exercise price of
$0.18 per Share, subject to certain adjustments, (46) a common stock purchase
warrant (the "Other Warrant #43") to acquire 27,943 Shares, at an exercise price
of $0.18 per Share, subject to certain adjustments, (47) a common stock purchase
warrant (the "Other Warrant #44") to acquire 63,815 Shares at an exercise price
of $0.19 per Share, subject to certain adjustments,(48) a common stock purchase
warrant (the "Other Warrant #45") to acquire 16,242 Shares, at an exercise price
of $0.19 per Share, subject to certain adjustments, (49) a common stock purchase
warrant (the "Other Warrant #46") to acquire 27,943 Shares, at an exercise price
of $0.19 per Share, subject to certain adjustments, (50) a common stock purchase
warrant (the "Other Warrant #47") to acquire 42,473 Shares, at an exercise price
of $0.25 per Share, subject to certain adjustments, (51) a common stock purchase
warrant (the "Other Warrant #48") to acquire 16,242 Shares, at an exercise price
of $0.25 per Share, subject to certain adjustments; (52) a common stock purchase
warrant (the "Other Warrant #49") to acquire 27,943 Shares, at an exercise price
of $0.25 per Share, subject to certain adjustments, (53) a common stock purchase
warrant (the "Other Warrant #50") to acquire 16,242 Shares, at an exercise price
of $0.27 per Share, subject to certain adjustments; (54) a common stock purchase
warrant (the "Other Warrant #51") to acquire 27,943 Shares, at an exercise price
of $0.27 per Share, subject to certain adjustments, (55) a common stock purchase
warrant (the "Other Warrant #52") to acquire 63,815 Shares at an exercise price
of $0.27 per Share, subject to certain adjustments, (56) a common stock purchase
warrant (the "Other Warrant #53") to acquire 16,242 Shares, at an exercise price
of $0.27 per Share, subject to certain adjustments, (57) a common stock purchase
warrant (the "Other Warrant #54") to acquire 27,943 Shares, at an exercise price
of $0.27 per Share, subject to certain adjustments, (58) a common stock purchase
warrant (the "Other Warrant #55") to acquire 63,815 Shares at an exercise price
of $0.27 per Share, subject to certain adjustments, (59) a common stock purchase
warrant (the "Other Warrant #56") to acquire 16,242 Shares, at an exercise price
of $0.25 per Share, subject to certain adjustments, (60) a common stock purchase
warrant (the "Other Warrant #57") to acquire 27,943 Shares, at an exercise price
of $0.25 per Share, subject to certain adjustments, (61) a common stock purchase
warrant (the "Other Warrant #58") to acquire 63,815 Shares at an exercise price
of $0.25 per Share, subject to certain adjustments, (62) a common stock purchase
warrant (the "Other Warrant #59") to acquire 16,242 Shares, at an exercise price
of $0.16 per Share, subject to certain adjustments, (63) a common stock purchase
warrant (the "Other Warrant #60") to acquire 27,943 Shares, at an exercise price
of $0.16 per Share, subject to certain adjustments, (64) a common stock purchase
warrant (the "Other Warrant #61") to acquire 63,815 Shares at an exercise price
of $0.16 per Share, subject to certain adjustments, (65) a common stock purchase
warrant (the "Other Warrant #62") to acquire 16,242 Shares, at an exercise price
of $0.12 per Share, subject to certain adjustments, (66) a common stock purchase
warrant (the "Other Warrant #63") to acquire 27,943 Shares, at an exercise price
of $0.12 per Share, subject to certain adjustments, (67) a common stock purchase
warrant (the "Other Warrant #64") to acquire 63,815 Shares at an exercise price
of $0.12 per Share, subject to certain adjustments, (68) a common stock purchase
warrant (the "Other Warrant #65") to acquire 16,242 Shares, at an exercise price
of $0.15 per Share, subject to certain adjustments, (69) a common stock purchase
warrant (the "Other Warrant #66") to acquire 27,943 Shares, at an exercise price
of $0.15 per Share, subject to certain adjustments, (70) a common stock purchase
warrant (the "Other Warrant #67) to acquire 63,815 Shares at an exercise price
of $0.15 per Share, subject to certain adjustments, (71) a common stock purchase
warrant (the "Other Warrant #68") to acquire 16,242 Shares, at an exercise price
of $0.08 per Share, subject to certain adjustments, (72) a common stock purchase
warrant (the "Other Warrant #69") to acquire 27,943 Shares, at an exercise price
of $0.08 per Share, subject to certain adjustments, (73) a common stock purchase
warrant (the "Other Warrant #70") to acquire 63,815 Shares at an exercise price
of $0.08 per Share, subject to certain adjustments, (74) a common stock purchase
warrant (the "Other Warrant #71") to acquire 16,242 Shares, at an exercise price
of $0.08 per Share, subject to certain adjustments, (75) a common stock purchase
warrant (the "Other Warrant #72") to acquire 27,943 Shares, at an exercise price
of $0.08 per Share, subject to certain adjustments, (76) a common stock purchase
warrant (the "Other Warrant #73") to acquire 63,815 Shares at an exercise price
of $0.08 per Share, subject to certain adjustments, (77) a common stock purchase
warrant (the "Other Warrant #74") to acquire 16,242 Shares, at an exercise price
of $0.12 per Share, subject to certain adjustments, (78) a common stock purchase
warrant (the "Other Warrant #75") to acquire 27,943 Shares, at an exercise price
of $0.12 per Share, subject to certain adjustments, (79) a common stock purchase
warrant (the "Other Warrant #76") to acquire 63,815 Shares at an exercise price
of $0.12 per Share, subject to certain adjustments, (80) a common stock purchase
warrant (the "Other Warrant #77") to acquire 16,242 Shares, at an exercise price
of $0.28 per Share, subject to certain adjustments, (81) a common stock purchase
warrant (the "Other Warrant #78") to acquire 27,943 Shares, at an exercise price
of $0.28 per Share, subject to certain adjustments, (82) a common stock purchase
warrant (the "Other Warrant #79") to acquire 63,815 Shares at an exercise price
of $0.28 per Share, subject to certain adjustments,(83) a common stock purchase
warrant (the "Other Warrant #80") to acquire 16,242 Shares, at an exercise price
of $0.09 per Share, subject to certain adjustments, (84) a common stock purchase
warrant (the "Other Warrant #81") to acquire 27,943 Shares, at an exercise price
of $0.09 per Share, subject to certain adjustments, (85) a common stock purchase
warrant (the "Other Warrant #82") to acquire 63,815 Shares at an exercise price
of $0.09 per Share, subject to certain adjustments, (86) a common stock purchase
warrant (the "Other Warrant #83") to acquire 16,242 Shares, at an exercise price
of $0.09 per Share, subject to certain adjustments, (87) a common stock purchase
warrant (the "Other Warrant #84") to acquire 27,943 Shares, at an exercise price
of $0.09 per Share, subject to certain adjustments, (88) a common stock purchase
warrant (the "Other Warrant #85") to acquire 63,815 Shares at an exercise price
of $0.09 per Share, subject to certain adjustments, (89) a common stock purchase
warrant (the "Other Warrant #86") to acquire 16,242 Shares, at an exercise price
of $0.07 per Share, subject to certain adjustments, (90) a common stock purchase
warrant (the "Other Warrant #87") to acquire 27,943 Shares, at an exercise price
of $0.07 per Share, subject to certain adjustments, (91) a common stock purchase
warrant (the "Other Warrant #88") to acquire 63,815 Shares at an exercise price
of $0.07 per Share, subject to certain adjustments, (92) a common stock purchase
warrant (the "Other Warrant #89") to acquire 16,242 Shares, at an exercise price
of $0.07 per Share, subject to certain adjustments, (93) a common stock purchase
warrant (the "Other Warrant #90") to acquire 27,943 Shares, at an exercise price
of $0.07 per Share, subject to certain adjustments, (94) a common stock purchase
warrant (the "Other Warrant #91") to acquire 63,815 Shares at an exercise price
of $0.07 per Share, subject to certain adjustments, (95) a common stock purchase
warrant (the "Other Warrant #92") to acquire 16,242 Shares, at an exercise price
of $0.07 per Share, subject to certain adjustments, (96) a common stock purchase
warrant (the "Other Warrant #93") to acquire 27,943 Shares, at an exercise price
of $0.07 per Share, subject to certain adjustments, and (97) a common stock
purchase warrant (the "Other Warrant #94" and together with all the other
warrants described above in Arabic numerals "(2)" through Arabic numeral "(96)",
collectively, the "Warrants")) to acquire 63,815 Shares at an exercise price of
$0.07 per Share, subject to certain adjustments. The Warrants each contain an
issuance limitation prohibiting the Investors from exercising those securities
to the extent that such exercise would result in beneficial ownership by the
Investors of more than 9.99% of the Shares then issued and outstanding (the
"9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be waived by the
Investors by at least 61 days notice, provided, however, that such notice shall
only be effective if delivered at a time when no indebtedness of the issuer is
outstanding to the holder or its affiliates and shall automatically become null
and void following notice to the issuer upon an Event of Default (as defined in
and pursuant to the terms of the applicable instrument). PSource is managed by
Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of
the board of directors of PSource. Valens U.S., VOFSPVI and VOFSPVII are managed
by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin through
other entities are the controlling principals of LCM and VCM, and share voting
and investment power over the securities owned by the Investors reported in this
Schedule 13G, as amended.
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