Strategic Turnaround Equity Partners LP Cayman SC 13D/A TLC VISION / STRATEGIC TURNAROUND EQUITY PARTNERS LP CAYMAN ownership change

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(AMENDMENT NO. 1)1

TLC Vision Corporation

(Name of Issuer)

Common Stock, $.01 Par Value

(Title of Class of Securities)

872549100

(CUSIP Number)

Trinad Capital Master Fund, Ltd.	Strategic Turnaround Equity Partners, L.P. (Cayman)
2121 Avenue of the Stars, Suite 1650	720 Fifth Avenue, 10th Floor
Los Angeles, California 90049	New York, New York 10019
(310) 601-2500	(212) 247-1468
Larry Hopfenspirger	The Red Oak Fund, LP
2025 Nicollet Avenue South, Ste # 203	654 Broadway, Suite 5
Minneapolis, MN 55404	New York, NY 10012
Pinnacle Fund, LLLP
32065 Castle Court, Suite 100
Evergreen, CO 80439

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 23, 2010

(Date of Event, Which Requires Filing of this Statement)

 1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following box.o

Note.Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.

See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

1

CUSIP No.872549100				13D
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Trinad Capital Master Fund, Ltd. 980447604
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  (b)x                                                                                                                      Joint Filers
3	SEC USE ONLY
4	SOURCE OF FUNDS *WC
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)      o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  Cayman Islands
NUMBER OF SHARES		7	SOLE VOTING POWER                  2,087,296
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER            0
EACH REPORTING		9	SOLE DISPOSITIVE POWER         2,087,296
PERSON WITH		10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,087,296
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 114.13% **
14	TYPE OF REPORTING PERSON                                                                       CO

** See Item 5

*SEE INSTRUCTIONS BEFORE FILLING OUT!

2

CUSIP No. 872549100				13D
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Trinad Management, LLC 20-0591302
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  (b) x                                                                                                                     Joint Filers
3	SEC USE ONLY
4	SOURCE OF FUNDS *N/A
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)      o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER                   0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER            2,087,296
EACH REPORTING		9	SOLE DISPOSITIVE POWER          0
PERSON WITH		10	SHARED DISPOSITIVE POWER   2,087,296
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,087,296
5012	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 114.13%**
14	TYPE OF REPORTING PERSON                                                                       OO

** See Item 5

*SEE INSTRUCTIONS BEFORE FILLING OUT!

3

CUSIP No. 872549100				13D
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Strategic Turnaround Equity Partners, L.P.  (Cayman) N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a) (b) x                                                                                                                     Joint Filers
3	SEC USE ONLY
4	SOURCE OF FUNDS *WC
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)      o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  Cayman Islands
NUMBER OF SHARES		7	SOLE VOTING POWER                   0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER            543,910
EACH REPORTING		9	SOLE DISPOSITIVE POWER          0
PERSON WITH		10	SHARED DISPOSITIVE POWER  543,910
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 543,910
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 111.08% **
14	TYPE OF REPORTING PERSON                                                                       PN

** See Item 5

*SEE INSTRUCTIONS BEFORE FILLING OUT!

4

CUSIP No. 872549100				13D
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Galloway Capital Management LLC 90-0000838
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a)                     (b) x                                                                                                                     Joint Filers
3	SEC USE ONLY
4	SOURCE OF FUNDS *N/A
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)      o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER                   0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER            543,910
EACH REPORTING		9	SOLE DISPOSITIVE POWER          0
PERSON WITH		10	SHARED DISPOSITIVE POWER  543,910
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 543,910
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 111.08% **
14	TYPE OF REPORTING PERSON                                                                       OO

** See Item 5

*SEE INSTRUCTIONS BEFORE FILLING OUT!

5

CUSIP No. 872549100				13D
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Robert Ellin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  (b) x                                                                                                                     Joint Filers
3	SEC USE ONLY
4	SOURCE OF FUNDS *N/A
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)      o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER                  0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER            2,087,296
EACH REPORTING		9	SOLE DISPOSITIVE POWER          0
PERSON WITH		10	SHARED DISPOSITIVE POWER   2,087,296
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 114.13%**
14	TYPE OF REPORTING PERSON                                                                       IN

** See Item 5

*SEE INSTRUCTIONS BEFORE FILLING OUT!

6

CUSIP No.  872549100				13D
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Gary Herman  N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  (b) x                                                                                                                     Joint Filers
3	SEC USE ONLY
4	SOURCE OF FUNDS *N/A
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)      o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  United States
NUMBER OF SHARES		7	SOLE VOTING POWER                   13,500
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER            543,910
EACH REPORTING		9	SOLE DISPOSITIVE POWER         13,500
PERSON WITH		10	SHARED DISPOSITIVE POWER   543,910
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 557,410
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 111.10%**
14	TYPE OF REPORTING PERSON                                                                       IN

** See Item 5

*SEE INSTRUCTIONS BEFORE FILLING OUT!

7

CUSIP No. 872549100				13D
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Bruce Galloway  N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a)                     (b) x                                                                                                                     Joint Filers
3	SEC USE ONLY
4	SOURCE OF FUNDS *   see item 3 herein
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)      o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  United States
NUMBER OF SHARES		7	SOLE VOTING POWER                  733,172
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER            543,910
EACH REPORTING		9	SOLE DISPOSITIVE POWER         733,172
PERSON WITH		10	SHARED DISPOSITIVE POWER  543,910
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,277,082
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 112.53% **
14	TYPE OF REPORTING PERSON                                                                       IN

** See Item 5

*SEE INSTRUCTIONS BEFORE FILLING OUT!

8

CUSIP No. 872549100				13D
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Larry Hopfenspirger  N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  (b) x                                                                                                                     Joint Filers
3	SEC USE ONLY
4	SOURCE OF FUNDS *   see item 5 herein
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)      o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  United States
NUMBER OF SHARES		7	SOLE VOTING POWER                   1,499,436
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER            0
EACH REPORTING		9	SOLE DISPOSITIVE POWER         1,499,436
PERSON WITH		10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,499,436
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 112.96% **
14	TYPE OF REPORTING PERSON                                                                       IN

** See Item 5

*SEE INSTRUCTIONS BEFORE FILLING OUT!

9

CUSIP No. 872549100				13D
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) David Sandberg N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  (b) x                                                                                                                     Joint Filers
3	SEC USE ONLY
4	SOURCE OF FUNDS *AF
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)      o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  USA
NUMBER OF SHARES		7	SOLE VOTING POWER                   0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER            1,075,984
EACH REPORTING		9	SOLE DISPOSITIVE POWER          0
PERSON WITH		10	SHARED DISPOSITIVE POWER   1,075,984
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,075,984
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 112.13%**
14	TYPE OF REPORTING PERSON                                                                       IN

** See Item 5

*SEE INSTRUCTIONS BEFORE FILLING OUT!

10

CUSIP No. 872549100   13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Red Oak Partners, LLC N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a)  o                                                                                                                            (b) x                                                                                                                           Joint Filers
3	SEC USE ONLY
4	SOURCE OF FUNDS *   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)  o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER                                           0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER                                    622,597
EACH REPORTING		9	SOLE DISPOSITIVE POWER                                  0
PERSON WITH		10	SHARED DISPOSITIVE POWER                           622,597
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 622,597
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11    1.23%**
14	TYPE OF REPORTING PERSON          OO

** See Item 5

*SEE INSTRUCTIONS BEFORE FILLING OUT!

11

CUSIP No.  872549100   13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) The Red Oak Fund, LP  N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a)  o                                                                                                                              (b) x                                                                                                                              Joint Filers
3	SEC USE ONLY
4	SOURCE OF FUNDS  *  WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  United States
NUMBER OF SHARES		7	SOLE VOTING POWER                                           0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER                                     622,597
EACH REPORTING		9	SOLE DISPOSITIVE POWER                                  0
PERSON WITH		10	SHARED DISPOSITIVE POWER                            622,597
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 622,597
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11         1.23% **
14	TYPE OF REPORTING PERSON            PN

** See Item 5

*SEE INSTRUCTIONS BEFORE FILLING OUT!

12

CUSIP No. 872549100   13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Pinnacle Partners, LLC  N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a) o                                                                                                                              (b) x                                                                                                                             Joint Filers
3	SEC USE ONLY
4	SOURCE OF FUNDS  * AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)   o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  United States
NUMBER OF SHARES		7	SOLE VOTING POWER                                           0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER                                     453,387
EACH REPORTING		9	SOLE DISPOSITIVE POWER                                  0
PERSON WITH		10	SHARED DISPOSITIVE POWER                           453,387
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 453,387
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11            .90% **
14	TYPE OF REPORTING PERSON      OO

** See Item 5

*SEE INSTRUCTIONS BEFORE FILLING OUT!

13

CUSIP No. 872549100   13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Pinnacle Fund, LLLP  N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a) o                                                                                                                             (b) x                                                                                                                             Joint Filers
3	SEC USE ONLY
4	SOURCE OF FUNDS  *  WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)  o
6	CITIZENSHIP OR PLACE OF ORGANIZATION  United States
NUMBER OF SHARES		7	SOLE VOTING POWER                                           0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER                                     453,387
EACH REPORTING		9	SOLE DISPOSITIVE POWER                                  0
PERSON WITH		10	SHARED DISPOSITIVE POWER                            453,387
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 453,387
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                 .90% **
14	TYPE OF REPORTING PERSON         PN

** See Item 5

*SEE INSTRUCTIONS BEFORE FILLING OUT!

14

Item 1.      Security and Issuer.

This statement relates to the common stock, par value $.01 per share, (the “Common Stock”) of TLC Vision Corporation, under the laws of the country of Canada (the “Company” or the “Issuer”).  The principal executive office of the Company is located at 5280 Solar Drive, Suite 300 Mississauga, Ontario L4W 5M8

Item 2.       Identity and Background.

This statement is being filed jointly by Strategic Turnaround Equity Partners, L.P. (Cayman), a Cayman Islands limited partnership, Galloway Capital Management LLC, a Delaware limited liability company (“Galloway Capital”), Trinad Capital Master Fund Ltd., a Cayman Islands corporation (“Trinad Capital”), Trinad Management, LLC, a Delaware limited liability company (“Trinad Management”), Robert Ellin (“Ellin”), Bruce Galloway (“Galloway”), Gary Herman (“Herman”), Larry Hopfenspirger (“Hopfenspirger”), The Red Oak Fund, LP, a Delaware limited partnership ("Red Oak Fund"), Pinnacle Fund, LLLP, a Colorado limited liability limited partnership ("Pinnacle Fund"), Pinnacle Partners, LLC, a Colorado limited liability company

("Pinnacle Partners"), Red Oak Partners, LLC, a New York limited liability company ("Red Oak Partners") and David Sandberg (“Sandberg”) each citizens of the United States, (collectively, the “Reporting Persons”).

Strategic Turnaround is a fund primarily focused on investing in undervalued public equities.  Galloway Capital is principally engaged in serving as the general partner of Strategic Turnaround.  Gary L. Herman and Bruce Galloway are the managing members of Galloway Capital.  The address of the principal business office of Strategic Turnaround, Galloway Capital, Gary L. Herman and Bruce Galloway is c/o GCM Administrative Services, LLC, 720 Fifth Avenue, 10th Floor, New York, New York 10019.  Mr. Herman and Mr. Galloway are principally involved in the business of investments.

Trinad Capital is a fund dedicated to investing in micro-cap companies.  Trinad Management is principally engaged in serving as the general partner of Trinad Capital.  Robert Ellin is the managing member of Trinad Management. The address of the principal business office of Trinad Capital, Trinad Management, and Robert Ellin is c/o Trinad Capital Master Fund Ltd., 2121 Avenue of the Stars, Suite 1650, Los Angeles, California 90049.

Mr. Hopfenspirger is an individual investor principally involved in the business of investments.  The address for Mr. Hopfenspirger is 2025 Nicollet Avenue South, Ste # 203, Minneapolis, MN 55404.

David Sandberg is the controlling member of Red Oak Partners.  Red Oak Partners (i) manages Red Oak Fund and (ii) is general partner of Pinnacle Partners, which manages Pinnacle Fund (each of Pinnacle Fund and Red Oak Fund a "Fund" and, collectively, the "Funds").  The Funds are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments.  The Funds directly own the shares as reported in this Statement.  Each of the filers hereto disclaims beneficial ownership with respect to any

shares other than shares owned directly by such filer.

The principal office or business address of Red Oak Fund, Red Oak Partners and Sandberg is 654 Broadway, Suite 5, New York, NY 100123.  The principal office or business address of Pinnacle Partners and Pinnacle Fund is 32065 Castle Court, Suite 100, Evergreen, CO 80439

15

During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding or been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of such proceeding was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.      Source and Amount of Funds or Other Consideration.

The amount of funds used to purchase the shares of Common Stock beneficially owned by Strategic Turnaround was $111,055.62 (including commissions).  All of such shares were purchased with the working capital of Strategic Turnaround.  Mr. Galloway and Mr. Herman purchased the shares of Common Stock of the Issuer with personal funds.  The approximate aggregate purchase price of the shares held by Strategic Turnaround, Galloway and Herman is $156,233.15.

The amount of funds used to purchase the shares of Common Stock beneficially owned by Trinad Capital was $87,724 (including commissions).  All of such shares were purchased with the working capital of Trinad.

Mr. Hopfenspirger purchased the shares of Common Stock of the Issuer with personal funds at an aggregate purchase price of $87,213.78.

The source of cash funds for the purchase of shares of common stock of the Issuer beneficially owned by Red Oak Fund and Pinnacle Fund is the working capital of the respective funds in the aggregate of $36,138.55.

Item 4.      Purpose of Transaction.

Other than as set forth below, the Reporting Persons currently have no plan or proposal, which relates to or would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to this Report.

The shares of Common Stock beneficially owned by the Reporting Persons were acquired for and are being held for investment purposes.  The Reporting Persons are not satisfied with, and intend to object to the Company’s proposed plan of reorganization, which was filed with the United States Bankruptcy Court for the District of Delaware on December 21, 2009.  The Company’s plan contemplates, among other things, (i) the cancellation of all of the Debtors' existing common stock; and (ii) the issuance of common stock in a reorganized entity to the Debtors' prepetition secured lenders and certain members of senior management, and nothing for the equity holders.

In that regard, the Reporting Persons have had, and may continue to have, communications with other shareholders relating to alternative transactions involving the Issuer.  In addition, it is the intent of the Reporting Persons to communicate with Issuer’s lenders or potential lenders with regard to the proposed restructuring of the Issuer.  The Reporting Persons may also propose alternative transactions which may be more beneficial to the Issuer, its lenders, creditors as well as its equity holders.  Depending on future evaluations of the business prospects of the Issuer and upon other developments, including, but not limited to, general economic and business conditions and stock market conditions, the Reporting Persons may, from time to time, purchase additional shares of Common Stock or sell shares of Common Stock in open market or privately negotiated transactions. The Reporting Persons may, in the future, have influence over the corporate activities of the Issuer, including activities such as those described in subsections (a) through (j) of Item 4 of Schedule 13D.

16

The Reporting Persons render their own independent investment decisions.  An informal arrangement may be deemed to exist between the Reporting Persons.   Although there is no formal agreement between the Reporting Persons relating to the Issuer's securities, including any agreement with respect to the holding, disposing or voting of such securities, the Reporting Persons, may seek to have discussions with management or the Board of Directors or the Issuer's lenders, advisors, other investors, or may determine to correlate their activities with respect to their investment in the Issuer.

Item 5.      Interest in Securities of the Issuer.

(a) and (b)

The aggregate percentage of shares of Common Stock outstanding reported owned by each Reporting Person is based on the 50,565,219 shares outstanding as of November 13, 2009 which is the total number of shares outstanding as reported in the Company’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 16, 2009.

As of the date hereof, each of Trinad Capital, Trinad Management (as the general partner of Trinad Capital) beneficially own 1,787,296 shares of the Common Stock of the Issuer, representing 3.53% of the issued and outstanding shares of Common Stock of the Issuer. Trinad Management has the power to vote or to direct the vote of those shares of Common Stock owned by Trinad Capital and Trinad Management has the power to dispose of or direct the disposition of those shares of Common Stock owned by Trinad Capital.

As of the date hereof, each of Strategic Turnaround, Galloway Capital (as the general partner of Strategic Turnaround) and Gary Herman (as a Managing Member of Galloway Capital) beneficially own 543,910 shares of the Common Stock of the Issuer, representing 1.08% of the issued and outstanding shares of Common Stock of the Issuer. Each of Galloway Capital and Gary Herman share the power to vote or direct the vote of those shares of Common Stock owned by Strategic Turnaround and each of Galloway Capital and Gary Herman share the power to dispose of or direct the disposition of those shares of Common Stock owned by Strategic Turnaround.

As of the date hereof, Bruce Galloway beneficially owns 1,277,082 shares of the Common Stock of the Issuer representing 2.53% of the issued and outstanding shares of Common Stock of the Issuer, consisting of (i) 543,910 shares of Common Stock owned by Strategic Turnaround (as a Managing Member of Galloway Capital); and (ii) 708,172 shares of Common Stock owned by Bruce Galloway IRA and Rexon Galloway Capital Growth, LLC. Mr. Galloway shares the power to vote or direct the vote and to dispose of or direct the disposition of those shares owned by Strategic Turnaround with each of Galloway Capital and Gary Herman. Mr. Galloway has the sole power to vote or direct the vote and, to dispose of or direct the disposition of the 708,172 shares owned directly by the Bruce Galloway IRA.

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(c)  The Reporting Persons purchased the following shares of the Company’s Common Stock within the past 60 days.

(i) On each of the following dates and at the following prices per share, Trinad Capital made additional purchases of Common Stock on the open market with its working capital:

Date of Purchase	No. of Shares Acquired	Price Per Share
2/16/10	300,000	.039

(ii) On each of the following dates and at the following prices per share the Pinnacle Fund purchased shares of Common Stock on the open market with its working capital:

Date of Purchase	No. of Shares Acquired	Price Per Share
1/14/2010	168,005	.0297
1/15/2010	69,961	.0277
1/19/2010	46,095	.0297
1/26/2010	90,000	.0384
1/28/2010	7,550	.035
2/9/2010	4,600	.034
2/11/2010	17,550	.034
2/16/2010	28,000	.031
2/18/2010	21,896	.03

(iv) On each of the following dates and at the following prices per share the Red Oak Fund purchased shares of Common Stock on the open market with working capital:

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Date of Purchase	No. of Shares Acquired	Price Per Share
1/25/2010	239,738	.0379
1/26/2010	90,000	.0384
1/27/2010	45,000	.035
1/28/2010	7,550	.035
1/29/2010	1,525	.035
2/3/2010	9,734	.035
2/9/2010	18,400	.034
2/11/2010	52,650	.034
2/16/2010	28,000	.031
2/18/2010	125,000	.03
2/19/2010	5,000	.025

(d)           Not applicable.

(e)           Not applicable.

Item 6.      Contracts, Arrangements, Understandings or Relationships With the Issuer.

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons named in Item 2 hereof and any person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7.     Material to be Filed as Exhibits.

Exhibit A - Joint Filing Agreement

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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 23, 2010

Trinad Capital Master Fund Ltd

By:/s/ Robert Ellin                                                                

Name:  Robert Ellin

Title: Managing Director of Trinad Management, LLC,

the General Partner of Trinad Capital Master Fund Ltd

Trinad Management, LLC

By: /s/ Robert Ellin                                                              

Name:  Robert Ellin

Title: Managing Director

Strategic Turnaround Equity Partners, L.P. (Cayman)

By:/s/ Gary Herman                                                             

Name: Gary Herman

Title: Managing Member of Galloway Capital Management LLC,

the General Partner of Strategic Turnaround Equity Partners, L.P. (Cayman)

Galloway Capital Management LLC

By: /s/ Bruce Galloway                                                      

Name: Bruce Galloway

Title: Managing Member

 /s/ Bruce Galloway                                                            

 Bruce Galloway

/s/ Larry Hopfenspirger                                                     

Larry Hopfenspirger

/s/ David Sandberg                                                            

David Sandberg

Red Oak Partners, LLC

By:/s/ David Sandberg                                                      

Name: David Sandberg

Title: Managing Member

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The Red Oak Fund, L.P.

By: Red Oak Partners LLC, its general partner

By: /s/ David Sandberg                                                     

David Sandberg, Managing Member

Pinnacle Partners, LLP

By: Red Oak Partners LLC, its general partner

By: /s/ David Sandberg                                                      

David Sandberg, Managing Member

Pinnacle Fund, LLLP

By: Pinnacle Partners, LLC, its general partner

By: Red Oak Partners LLC, its general partner

By: /s/ David Sandberg                                                      

David Sandberg, Managing Member

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

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SCHEDULE A

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

Dated:  February 23, 2010

Trinad Capital Master Fund Ltd.

By: /s/ Robert Ellin                                                             

Name:  Robert Ellin

Title: Managing Director of Trinad Management, LLC,

the General Partner of Trinad Capital Master Fund Ltd

Trinad Management, LLC

By: /s/ Robert Ellin                                                             

Name:  Robert Ellin

Title: Managing Director

Strategic Turnaround Equity Partners, L.P. (Cayman)

By:/s/ Gary Herman                                                            

Name: Gary Herman

Title: Managing Member of Galloway Capital Management LLC,

the General Partner of Strategic Turnaround Equity Partners, L.P.

Galloway Capital Management LLC

By:/s/ Gary Herman                                                            

Name: Gary Herman

Title: Managing Member

/s/ Bruce Galloway                                                             

Bruce Galloway

/s/ Larry Hopfenspirger                                                    

Larry Hopfenspirger

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/s/ David Sandberg                                                            

David Sandberg

Red Oak Partners, LLC

By:/s/ David Sandberg                                                      

Name: David Sandberg

Title: Managing Member

The Red Oak Fund, L.P

By: Red Oak Partners LLC, its general partner

By: /s/ David Sandberg                                                     

David Sandberg, Managing Member

Pinnacle Partners, LLP

By: Red Oak Partners LLC, its general partner

By: /s/ David Sandberg                                                     

David Sandberg, Managing Member

Pinnacle Fund, LLLP

By: Pinnacle Partners, LLC, its general partner

By: Red Oak Partners LLC, its general partner

By: /s/ David Sandberg                                                     

David Sandberg, Managing Member

23