1.
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Names
of Reporting Persons:
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Core Fund,
L.P.
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
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[_]
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(b)
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[_]
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3.
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SEC
Use Only:
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4.
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Source
of Funds (See Instruction):
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PF
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e):
|
[ ]
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6.
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Citizenship
or Place of Organization:
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Nevada
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7. | Sole Voting Power: | 1,323,394 SHARES |
8. | Shared Voting Power: | N/A |
9.
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Sole
Dispositive Power:
|
1,323,394
SHARES
|
10.
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Shared
Dispositive Power:
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N/A
|
13.
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Percent
of Class Represented by Amount in Row (11): 7.02%
|
14.
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Type
of Reporting Person (See
Instructions): HC
|
(a)
|
Name. The
name of the Reporting Person is Core Fund,
L.P.
|
(b)
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Business
Address. The business address of the Reporting Person is One SW
Columbia Street, Suite 900, Portland, OR
97258.
|
(c)
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Occupation
and Employment. Steve Shum is the Managing Principal of Core
Fund, L.P.
|
(d)
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Criminal
Proceedings. During the previous five (5) years, the Reporting
Person has not been convicted in any criminal proceeding (excluding
traffic violations or similar
misdemeanors).
|
(e)
|
Civil
Proceedings. During the previous five (5) years, the Reporting
Person has not been party to a civil proceeding of any of a judicial or
administrative body of competent jurisdiction such that, as a result of
such proceeding, the Reporting Person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws or finding
any violation with respect to such
laws.
|
(f)
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Citizenship. United
States
|
(a)
|
the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the
Issuer;
|
(b)
|
any
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries;
|
(c)
|
a
sale or transfer of a material amount of the assets of the Issuer or any
of its subsidiaries;
|
(d)
|
any
change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the
board;
|
(e)
|
any
material change in the present capitalization or dividend policy of the
Issuer;
|
(f)
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any
other material change in the Issuer's business or corporate structure
including, but not limited to, if the Issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
|
(g)
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changes
in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede acquisition of control of the Issuer by any
person;
|
(h)
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causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
|
(i)
|
a
class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act;
or
|
(j)
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the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the
Issuer;
|
(k)
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any
action similar to any of those enumerated
above.
|
(a)
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Aggregate
Number and Percentage of Securities. The Reporting Person is
the beneficial owner of 966,251 shares of Common Stock of the Issuer and
357,143 Warrants Immediately Exercisable, representing approximately 7.02%
of the Issuer's common stock (based upon 18,856,995 shares of common stock
outstanding at February 26, 2008),
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(b)
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Power to Vote and
Dispose. The Reporting Person has sole voting and
dispositive power over the Shares identified in response to Item 5(a)
above.
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(c)
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Transactions
within the Past 60 Days. See response by
Reporting Person to Item 4, above.
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(d)
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Certain
Rights of Other Persons. Not
applicable.
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(e)
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Date
Ceased to be a 5% Owner. Not
applicable.
|
ITEM
6.
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CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
|
Date: February 27, 2008 |
/s/ Steve
Shum
|
Steve
Shum, Managing Principal
Core
Fund, L.P.
|