UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)
(AMENDMENT NO.1)*
Systems Evolution Inc.
----------------------
(Name of Issuer)
Common Stock, no par value
--------------------------
(Title of Class of Securities)
872012109
---------
(CUSIP Number)
December 31, 2006
-----------------
(Date of Event which Requires Filing of 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)
*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
disclosures provided in a prior cover page.
The information required on 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 ("Act") 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).
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Private Opportunities Holding Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
14,119,146
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
14,119,146
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,119,146
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Holdings Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
14,119,146
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
14,119,146
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,119,146
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Multi-Strategy Holding Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
14,119,146
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
14,119,146
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,119,146
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Capital Management, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
36,839,044
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
36,839,044
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,839,044
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
36,839,044
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
36,839,044
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,839,044
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Howard I. Fischer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
36,839,044
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
36,839,044
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,839,044
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Platek
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
36,839,044
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
36,839,044
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,839,044
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John Lepore
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
36,839,044
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
36,839,044
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,839,044
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dwight Nelson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
36,839,044
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
36,839,044
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,839,044
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed pursuant to Rule 13d-2(b) promulgated under the
Securities Exchange Act of 1934, as amended, with respect to the shares of
common stock (the "Common Stock") of Systems Evolution, Inc. (the "Issuer")
beneficially owned by the Reporting Persons identified below as of December 31,
2006, and amends and supplements the Schedule 13G originally filed October 12,
2006 (collectively, the "Schedule 13G"). Except as set forth herein, the
Schedule 13G is unmodified.
The names of the persons filing this statement on Schedule 13G are: Basso
Private Opportunities Holding Fund Ltd. ("Private Opportunities Holding Fund"),
Basso Holdings Ltd. ("Basso Holdings"), Basso Multi-Strategy Holding Fund Ltd.
("Multi-Strategy Holding Fund"), Basso Capital Management, L.P. ("BCM"), Basso
GP, LLC ("Basso GP"), Howard Fischer, Philip Platek, John Lepore and Dwight
Nelson. BCM is the investment manager of Private Opportunities Holding Fund,
Basso Holdings and Multi-Strategy Holding Fund. Basso GP is the general partner
of BCM. The controlling persons of Basso GP are Howard Fischer, Philip Platek,
John Lepore and Dwight Nelson (each a "Controlling Person" and collectively, the
"Controlling Persons").
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Private Opportunities Holding Fund beneficially owns 14,119,146 shares
of Common Stock through its ownership of (i) 11,359,949 shares of
Common Stock, and (ii) warrants ("Warrants") and convertible bonds
issued by the Issuer ("Convertible Bonds") exercisable for and/or
convertible into an aggregate of 2,759,197 shares of Common Stock.
Private Opportunities Holding Fund disclaims beneficial ownership of
any additional shares of Common Stock that the Warrants and/or
Convertible Bonds may be exercisable for or convert into, as
applicable, due to the Ownership Limitation described below.
Basso Holdings beneficially owns 14,119,146 shares of Common Stock
through its ownership of (i) 11,359,949 shares of Common Stock, and
(ii) Warrants and Convertible Bonds exercisable for and/or convertible
into an aggregate of 2,759,197 shares of Common Stock. Basso Holdings
disclaims beneficial ownership of any additional shares of Common
Stock that the Warrants and/or Convertible Bonds may be exercisable
for or convert into, as applicable, due to the Ownership Limitation
described below.
Multi-Strategy Holding Fund beneficially owns 14,119,146 shares of
Common Stock through its ownership of (i) 11,359,949 shares of Common
Stock, and (ii) Warrants and Convertible Bonds exercisable for and/or
convertible into an aggregate of 2,759,197 shares of Common Stock.
Multi-Strategy Holding Fund disclaims beneficial ownership of any
additional shares of Common Stock that the Warrants and/or Convertible
Bonds may be exercisable for or convert into, as applicable, due to
the Ownership Limitation described below.
BCM, as the investment manager of Private Opportunities Holding Fund,
Basso Holdings and Multi-Strategy Holding Fund, is deemed to
beneficially own the shares of Common Stock beneficially owned by
them.
Basso GP, as the general partner of BCM, is deemed to beneficially own
the shares beneficially owned by BCM.
Each Controlling Person, in his capacity as a controlling person of
Basso GP, is deemed to beneficially own the shares of Common Stock
beneficially owned by Basso GP.
Collectively, the Reporting Persons beneficially own 36,839,044 shares
of Common Stock through their ownership of (i) 34,079,847 shares of
Common Stock owned by the Reporting Persons, and (ii) Warrants and
Convertible Bonds exercisable for and/or convertible into an aggregate
of 2,759,197 shares of Common Stock. The Reporting Persons disclaim
beneficial ownership of any additional shares of Common Stock that the
Warrants and/or Convertible Bonds may be exercisable for or convert
into, as applicable, due to the Ownership Limitation described below.
In accordance with Rule 13d-4 under the Securities Exchange Act of
1934, as amended, the number of shares of Common Stock into which the
Warrants and Convertible Bonds are exercisable for or convertible
into, as applicable, is limited, pursuant to the terms of such
instruments, to that number of shares of Common Stock which would
result in the Reporting Persons having aggregate beneficial ownership
of 9.99% of the total issued and outstanding shares of Common Stock
(the "Ownership Limitation"). The Reporting Persons disclaim
beneficial ownership of any and all shares of Common Stock that would
cause the Reporting Persons' aggregate beneficial ownership to exceed
the Ownership Limitation.
(b) Percent of Class:
Private Opportunities Holding Fund's beneficial ownership of
14,119,146 shares of Common Stock represents 3.8% of all the
outstanding shares of Common Stock.
Basso Holdings' beneficial ownership of 14,119,146 shares of Common
Stock represents 3.8% of all the outstanding shares of Common Stock.
Multi-Strategy Holding Fund's beneficial ownership of 14,119,146
shares of Common Stock represents 3.8% of all the outstanding shares
of Common Stock.
BCM's beneficial ownership of 36,839,044 represents 9.99% of all the
outstanding shares of Common Stock.
Basso GP's and each Controlling Person's beneficial ownership of
36,839,044 shares of Common Stock represents 9.99% of all the
outstanding shares of Common Stock.
Collectively, the Reporting Persons beneficially own 36,839,044 shares
of Common Stock representing 9.99% of all the outstanding shares of
Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not applicable.
(ii) Shared power to vote or to direct the vote of shares of Common
Stock:
Private Opportunities Holding Fund, BCM, Basso GP and each
Controlling Person have the shared power to vote or direct the
vote of 14,119,146 shares of Common Stock.
Basso Holdings, BCM, Basso GP and each of the Controlling Persons
have the shared power to vote or direct the vote of 14,119,146
shares of Common Stock.
Multi-Strategy Holding Fund, BCM, Basso GP and each Controlling
Person have the shared power to vote or direct the vote of
14,119,146 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of shares
of Common Stock:
Not applicable.
(iv) Shared power to dispose or to direct the disposition of shares
of Common Stock:
Private Opportunities Holding Fund, BCM, Basso GP and each
Controlling Person have the shared power to dispose or to direct
the disposition of 14,119,146 shares of Common Stock.
Basso Holdings, BCM, Basso GP and each Controlling Person have
the shared power to dispose or direct the disposition of
14,119,146 shares of Common Stock.
Multi-Strategy Holding Fund, BCM, Basso GP and each Controlling
Person have the shared power to dispose or to direct the
disposition of 14,119,146 shares of Common Stock.
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its or his
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.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Dated: February 14, 2007 BASSO PRIVATE OPPORTUNITIES HOLDING FUND LTD.
BASSO MULTI-STRATEGY HOLDING FUND LTD.
BASSO HOLDINGS LTD.
BASSO CAPITAL MANAGEMENT, L.P. ("BCM")
By: Basso GP, LLC
By: /s/ Howard Fischer
-----------------------------------
Howard Fischer, as a member of
Basso GP, LLC, as General Partner
of BCM (the investment manager of
Basso Private Opportunities Holding
Fund Ltd., Basso Holdings Ltd. and
Basso Multi-Strategy Holding Fund Ltd.)
/s/ Howard Fischer
-----------------------------------
Howard Fischer, individually and
on behalf of Basso GP, LLC, as member
/s/ Philip Platek
-----------------------------------
Philip Platek
/s/ John Lepore
-----------------------------------
John Lepore
/s/ Dwight Nelson
-----------------------------------
Dwight Nelson