UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

ARC Wireless Solutions, Inc.

(Name of Issuer)

 

Common Stock, $0.0005 Par Value

(Title of Class of Securities)

 

03878k207

(CUSIP Number)

 

Brean Murray Carret Group Inc.

40 West 57th Street

20th Floor

New York, New York 10019

(212) 231-3918

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

 

Copy To:

John A. Elofson

Michelle H. Shepston

Davis Graham & Stubbs LLP

1550 17th Street

Suite 500

Denver, Colorado 80202

(303) 892-9400

 

September 2, 2008

(Date of Event Which Requires Filing of this Statement)

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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 for other parties to whom copies are to be sent.

* 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).

 

PERSONS WHO REPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

 



 

 

1.

Names of Reporting Persons
Brean Murray Carret Group Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
British Virgin Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
429,532

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
429,532

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
429,532

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
13.9%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

2



 

 

1.

Names of Reporting Persons
Q Management Services (PTC) Ltd., as Trustee of the PQ II Trust and as Trustee of the PQ III Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
British Virgin Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
429,532

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
429,532

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
429,532

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
13.9%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

3



 

 

1.

Names of Reporting Persons
Phyllis Quasha

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Australia  

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
429,532

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
429,532

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
429,532

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
13.9%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

4



 

 

1.

Names of Reporting Persons
NCC Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
British Virgin Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
173,653

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
173,653

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
173,653

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
5.62%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

5



 

 

1.

Names of Reporting Persons
Telnem Holdings LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,950

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
2,950

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,950

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.09%

 

 

14.

Type of Reporting Person (See Instructions)
OO (limited liability company)

 

6



 

 

1.

Names of Reporting Persons
Nemazee Capital Corporation

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,100

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
1,100

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,100

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.04%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

7



 

 

1.

Names of Reporting Persons
Hassan Nemazee

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
242,134

 

8.

Shared Voting Power
177,703

 

9.

Sole Dispositive Power
242,134

 

10.

Shared Dispositive Power
177,703

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
419,837 (1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
13.58%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1) Consists of 242,134 shares owned by Mr. Nemazee individually, 173,653 shares owned by NCC Limited, 2,950 shares held by Telnem Holdings LLC and 1,100 shares held by Nemazee Capital Corporation.

 

8



 

Item 1.

Security and Issuer

The title of the class of equity securities to which this statement relates is common stock, $0.0005 par value (the “Common Stock”), of ARC Wireless Solutions, Inc. (the “Issuer”), whose principal executive offices are located at 210601 West 48th Avenue, Wheat Ridge, Colorado 80033-2660.

Item 2.

Identity and Background

This statement on Schedule 13D (the “Statement”) is being jointly filed by each of the following persons (being herein collectively referred to as the “Reporting Persons”) pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), with respect to the Common Stock: Brean Murray Carret Group Inc., a British Virgin Islands company (“Brean”); Q Management Services (PTC) Ltd., a British Virgin Islands company (“Q Management”), as Trustee of the PQ II Trust, a trust administered under the laws of the British Virgin Islands (“PQ II”) and as Trustee of the PQ III Trust, a trust administered under the laws of the British Virgin Islands (“PQ III”); Phyllis Quasha (“Quasha”); NCC Limited, a British Virgin Islands company (“NCC Limited”); Telnem Holdings LLC, a New York limited liability company (“Telnem”);  Nemazee Capital Corporation, a New York corporation (“NCC”); and Hassan Nemazee (“Nemazee”).

 

The Reporting Persons are making a single joint filing pursuant to Rule 13d-1(k)(1) of the Act.

 

The Reporting Persons are filing this Statement because they may be deemed to be a “group” within the meaning of Section 13(d)(3) of the Act, with respect to the transaction described in Item 4 of this Statement.  Except as expressly otherwise set forth in this Statement, each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by any other Reporting Person or any other person.

 

Prior to the filing of this Statement, Evansville Limited, a British Virgin Islands company (“Evansville”), who reported beneficial ownership of 428,625 shares of Common Stock, ceased to beneficially own such shares and all beneficial interest of every kind and nature in the Common Stock was acquired by Brean as part of a corporate restructuring.

 

Q Management, as Trustee of PQ II and as Trustee of PQ III, owns all of the capital stock of Brean. Vicali Services (BVI) Inc., a British Virgin Islands company (“Vicali”), is the sole director of Brean, and Susan V. Demers, a United States citizen (“Demers”), and Margaret Price Findlay, a citizen of Trinidad and Tobago (“Findlay”), are the directors of Vicali. Q Management is the sole trustee of each of PQ II and PQ III.  Each of PQ II and PQ III are revocable trusts.  Vicali is the sole director of Q Management.  Quasha, an Australian citizen, is the settlor of each of PQII and PQIII and, as such, is in a position, indirectly, to determine the investment and voting positions made by Brean.

 

Prior to the filing of this Statement, on October 30, 2008, Hudson River Investments, Inc., a British Virgin Islands company (“Hudson”), who was the beneficial owner of 242,134 shares of Common Stock, transferred all of its right, title and interest in its shares of Common Stock to Nemazee as repayment of debt owed by Hudson to Nemazee.

 

Nemazee, a United States citizen, is the sole shareholder, sole director and sole officer of each of NCC Limited and NCC, and the sole managing member of  Telnem.  As such, Nemazee is in a position to determine the investment and voting positions made by each of Telnem, NCC Limited and NCC.

 

11



 

The principal business address and principal business or occupation of each Reporting Person and each other person identified above is as follows:

 

Name

 

Business Address

 

Principal Business or 
Occupation

 

 

 

 

 

Brean Murray Carret Group Inc.

 

Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG 1110

 

Investment holding company

 

 

 

 

 

Q Management Services (PTC) Ltd., as Trustee of the PQ II Trust and as Trustee of the PQ III Trust

 

Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG 1110

 

Private trust company

 

 

 

 

 

Phyllis Quasha

 

Lyford Suites
Suite 12
Lyford Cay Club
Nassau, New Providence
The Bahamas

 

Retired

 

 

 

 

 

Vicali Services (BVI) Inc.

 

Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG 1110

 

Company administration

 

 

 

 

 

Susan V. Demers

 

Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG 1110

 

Attorney

 

 

 

 

 

Margaret Price Findlay

 

Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG 1110

 

Attorney

 

 

 

 

 

NCC Limited

 

Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG 1110

 

Investment holding company

 

12



 

Telnem Holdings

 

40 W. 57th Street
20th Floor
New York, New York 10019

 

Investment holding company

 

 

 

 

 

Nemazee Capital Corporation

 

40 W. 57th Street
20th Floor
New York, New York 10019

 

Investment holding company

 

 

 

 

 

Hassan Nemazee

 

40 W. 57th Street
20th Floor
New York, New York 10019

 

Personal investor

 

During the past five years, no Reporting Person and, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a 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

As described in Item 5(c) below, Brean Murray purchased the 37,066 shares of Common Stock for an aggregate purchase price of $146,518.19 and financed the purchase through cash on hand, and NCC Limited purchased the 35,647 shares of Common Stock for an aggregate purchase price of $142,058.71 and financed the purchase through cash on hand.

 

The information related to the transfer of the Common Stock previously owned by Hudson described in Item 2 above is incorporated herein by reference.

Item 4.

Purpose of Transaction

The Reporting Persons acquired the shares of Common Stock of the Issuer for general investment purposes.   The Reporting Persons will continuously evaluate their ownership of Common Stock and the Issuer’s business and industry.  Depending on market conditions and other factors that the Reporting Persons may deem material to their investment decision, including the availability of other investment opportunities, each Reporting Person may from time to time acquire additional shares of Common Stock in the open market or in privately negotiated transactions or dispose of all or a portion of the shares of Common Stock that such Reporting Person now owns or may hereafter acquire.

 

The Reporting Persons intend to nominate an alternative slate of directors for election to the Issuer’s Board of Directors at the earliest possible opportunity.

 

Without limitation of the foregoing (and consistent with their investment purpose), the Reporting Persons will continue to consider alternative courses of action and will in the future take such actions with respect to their investment in the Issuer as they deem appropriate in light of the circumstances existing from time to time.  Such actions, in addition to that discussed above, may include making

 

13



 

recommendations to members of management concerning various business strategies, acquisitions, policies, seeking to acquire control of the Issuer through a merger, proxy solicitation, tender offer, significant equity investment, exchange offer or otherwise, or such other actions as the Reporting Persons may deem appropriate.

 

The Reporting Persons’ intention as described above would result in a change in the present board of directors of the Issuer.

Item 5.

Interest in Securities of the Issuer

(a)           The Reporting Persons may be deemed to be a group according to the rules under the Act, and as such a group, may be deemed to beneficially own an aggregate of 849,369 shares of Common Stock as of October 30, 2008, which was approximately 27.48% of the outstanding Common Stock on such date (all computations of the percentage of outstanding Common Stock set forth herein are based on a total of 3,090,838 shares of Common Stock outstanding as of October 2, 2008 as reported in the Issuer’s proxy statement for its 2008 annual meeting of shareholders, as filed with the Securities and Exchange Commission on October 3, 2008).  As of October 30, 2008, each Reporting Person beneficially owns the following number of shares of Common Stock:

 

Name of Filing Person

 

Number of Shares Beneficially 
Owned

 

Percent of Outstanding

 

 

 

 

 

 

 

Brean Murray Carret Group Inc.

 

429,532

(1)

13.9

%

 

 

 

 

 

 

Q Management Services (PTC) Ltd., as Trustee of the  PQ II and as Trustee of the PQ III Turst

 

429,532

 

13.9

%

 

 

 

 

 

 

Phyllis Quasha

 

429,532

 

13.9

%

 

 

 

 

 

 

NCC Limited

 

173,653

 

5.62

%

 

 

 

 

 

 

Telnem Holdings

 

2,950

 

0.09

%

 

 

 

 

 

 

Nemazee Capital Corporation

 

1,100

 

0.04

%

 

 

 

 

 

 

Hassan Nemazee

 

419,837

(1) (2)

13.58

%

 


(1)           The record owner of the Common Stock owned by Brean is Evansville, and the record owner of the Common Stock held by Nemazee is Hudson.

 

14



 

(2)           Consists of 242,134 shares owned individually by Nemazee pursuant to the transfer of ownership by Hudson as described in Item 2 above, 172,953 shares owned by NCC Limited, 2,950 shares owned by Telnem and 1,100 shares owned by NCC.

 

(b)           Brean is deemed to solely have the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by Brean.  Because of their relationship to Brean as identified in Item 2 above, each of Q Management, as Trustee of PQ II and as Trustee of PQ III, Vicali, Demers, Findlay, Q Management and Quasha share voting and dispositive power with regard to the Common Stock owned by Brean and, therefore, may be deemed to have indirect beneficial ownership of the Common Stock owned by Brean.

 

Each of NCC Limited, NCC and Telnem are deemed to solely have the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by each of them.  Because of Nemazee’s relationship to each NCC Limited, NCC and Telnem as identified in Item 2 above, Nemazee may be deemed to have indirect beneficial ownership of the Common Stock beneficially owned by each of NCC Limited, NCC and Telnem.

 

Nemazee is deemed to solely have the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by him.

 

(c)           The following transactions were effective by the identified parties during the sixty days preceding the date of filing of this Schedule 13D:

 

Reporting Person

 

Date

 

Buy/Sell

 

Number of Shares

 

Price Per Share

 

 

 

 

 

 

 

 

 

 

 

Brean Murray

 

Sept. 2nd

 

Buy

 

1,603 shares

 

$

4.2984

 

Brean Murray

 

Sept. 9th

 

Buy

 

2,200 shares

 

$

4.1492

 

Brean Murray

 

Sept. 15th

 

Buy

 

1,500 shares

 

$

4.10

 

Brean Murray

 

Sept. 16th

 

Buy

 

3,451 shares

 

$

4.1314

 

Brean Murray

 

Sept. 18th

 

Buy

 

3,236 shares

 

$

4.1233

 

Brean Murray

 

Sept. 25th

 

Buy

 

1,424 shares

 

$

4.10

 

Brean Murray

 

Sept. 29th

 

Buy

 

5,251 shares

 

$

4.0979

 

Brean Murray

 

Sept. 30th

 

Buy

 

1,730 shares

 

$

4.00

 

Brean Murray

 

Oct. 1st

 

Buy

 

708 shares

 

$

4.00

 

Brean Murray

 

Oct. 2nd

 

Buy

 

11,000 shares

 

$

3.9455

 

Brean Murray

 

Oct. 7th

 

Buy

 

2,300 shares

 

$

3.90

 

Brean Murray

 

Oct. 20th

 

Buy

 

1,200 shares

 

$

2.75

 

Brean Murray

 

Oct. 24th

 

Buy

 

565 shares

 

$

2.6561

 

Brean Murray

 

Oct. 30th

 

Buy

 

898 shares

 

$

2.75

 

 

 

 

 

 

 

 

 

 

 

NCC Limited

 

Sept. 3rd

 

Buy

 

1,600 shares

 

$

4.2984

 

NCC Limited

 

Sept. 10th

 

Buy

 

2,106 shares

 

$

4.1492

 

NCC Limited

 

Sept. 16th

 

Buy

 

1,419 shares

 

$

4.10

 

NCC Limited

 

Sept. 17th

 

Buy

 

3,400 shares

 

$

4.1314

 

NCC Limited

 

Sept. 18th

 

Buy

 

3,200 shares

 

$

4.1233

 

NCC Limited

 

Sept. 26th

 

Buy

 

1,400 shares

 

$

4.10

 

NCC Limited

 

Sept. 29th

 

Buy

 

5,000 shares

 

$

4.0979

 

NCC Limited

 

Sept. 30th

 

Buy

 

1,600 shares

 

$

4.00

 

NCC Limited

 

Oct. 1st

 

Buy

 

700 shares

 

$

4.00

 

NCC Limited

 

Oct. 3rd

 

Buy

 

11,000 shares

 

$

3.9455

 

NCC Limited

 

Oct. 7th

 

Buy

 

2,242 shares

 

$

3.90

 

NCC Limited

 

Oct. 21st

 

Buy

 

1,180 shares

 

$

2.75

 

NCC Limited

 

Oct. 24th

 

Buy

 

500 shares

 

$

2.6561

 

NCC Limited

 

Oct. 30

 

Buy

 

700 shares

 

$

2.75

 

 

 

 

 

 

 

 

 

 

 

Nemazee

 

Oct. 30

 

Buy

 

242,134 shares

 

N/A

 

 

15



 

The transaction listed above relating to Nemazee was made in a privately negotiated transaction. The transactions listed above relating to Brean and NCC Limited were effected on the NASDAQ Capital Market.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Jason Young, a director of the Issuer and representative of Brean and Nemazee, has been appointed by the Reporting Persons to effect the purposes described in Item 4 above.  The Reporting Persons may grant Mr. Young proxies to vote the Common Stock held by each Reporting Person in the event a meeting is held as contemplated in Item 4.

 

Except as described herein, none of the Reporting Persons, and none of the executive officers or directors of the Reporting Persons, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting or investment power over securities of the Issuer.

 

The information set forth under Item 4 above is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits

Exhibit 1

Joint Filing Agreement, dated November 3, 2008

 

16



 

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.

 

November 3, 2008

 

 

BREAN MURRAY CARRET GROUP INC.

Q MANAGEMENT SERVICES (PTC) LTD.

By: Vicali Services (BVI) Inc.

By: Vicali Services (BVI) Inc.

Its Director

Its Director

 

By:

/s/ Susan V. Demers

 

By:

s/ Susan V. Demers

 

Name: Susan V. Demers

 

Name: Susan V. Demers

 

Title: Director

 

Title: Director

 

 

 

 

 

 

NCC LIMITED

 

TELNEM HOLDINGS LLC

 

 

 

By:

/s/ Hassan Nemazee

 

By:

/s/ Hassan Nemazee

Name: Hassan Nemazee

 

Name: Hassan Nemazee

Title: Director

 

Title: Manager

 

 

 

 

 

 

NEMAZEE CAPITAL CORPORATION

 

 

 

 

 

By:

/s/ Hassan Nemazee

 

 

Name: Hassan Nemazee

 

 

Title: Director

 

 

 

 

 

 

 

 

/s/ Phyllis Quasha

 

/s/ Hassan Nemazee

Phyllis Quasha

 

Hassan Nemazee

 

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

17