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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  10549

 

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). 1346049 Ontario Limited I.R.S. Identification No. – Not applicable
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a) x   (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization.       Ontario, Canada
Number of   Shares Beneficially Owned by Each Reporting  Person With:		5.	Sole Voting Power   744,955
		6.	Shared Voting Power   0
		7.	Sole Dispositive Power   744,955
		8.	Shared Dispositive Power   0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,304,486*
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
11.	Percent of Class Represented by Amount in Row (9).   6.1%
12.	Type of Reporting Person (See Instructions)   HC

 

 

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Trapeze Asset Management Inc. I.R.S. Identification No. – Not applicable
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a) x   (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization.       Ontario, Canada
Number of   Shares Beneficially Owned by Each Reporting  Person With:		5.	Sole Voting Power   683
		6.	Shared Voting Power   0
		7.	Sole Dispositive Power   683
		8.	Shared Dispositive Power   0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,304,486*
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
11.	Percent of Class Represented by Amount in Row (9).   6.1%
12.	Type of Reporting Person (See Instructions)   IA

 

 

 

*  See Item 4 below.

 

 

 

 

 

 

 

 

 

This joint filing statement is being filed by 1346049 Ontario Limited ("Holdco"); Trapeze Asset Management Inc. ("TAMI"); Trapeze Capital Corp. ("TCC"); Randall Abramson ("Abramson"); Tamasa Inc. (“Tamasa”); and the group the above-named persons comprise. Holdco, TAMI, TCC, Abramson, Tamasa and the group they comprise are each sometimes referred to as a Reporting Person and, collectively, referred to as Reporting Persons.  Holdco is a parent holding company for its operating subsidiaries, TCC and TAMI.  TAMI is a Canadian investment adviser and is also registered as an investment adviser under the Investment Advisers Act of 1940, as amended. TCC is a Canadian investment dealer.  Abramson serves as Director, Chief Executive Officer, President, Secretary and Treasurer of Holdco; Director, Chief Executive Officer, President, Secretary, Treasurer and Portfolio Manager of TAMI; and Director, Chief Executive Officer, President, and Portfolio Manager of TCC.  Holdco owns 100% of the outstanding voting stock of each of TCC and TAMI. Abramson owns 82% of the outstanding capital stock of Holdco. Tamasa is an investment holding company, of which Abramson owns 100% of the outstanding capital stock and is President and sole Director.

 

 

(a)-(c)  The responses of the Reporting Persons to items 5 through 11 on the cover pages are incorporated herein by reference.  Since Abramson, Tamasa, Holdco, TAMI and TCC comprise a “group” within the meaning of Section 13(d)(3) of the Exchange Act of 1934, as amended, each Reporting Person is reporting beneficial ownership in accordance with Exchange Act Rule 13d-5(a).  As of the close of business on January 23, 2012, the Reporting Persons' beneficial ownership of Common Stock, including an aggregate of 267,623 shares of Common Stock issuable upon the exercise of common stock warrants held by the Reporting Persons, was 1,304,486 shares.  Of this amount, 116,666 shares of Common Stock were held by Abramson directly, 442,865 shares of Common Stock were held by Tamasa; nil shares of Common Stock were held by Holdco; 744,272 shares of Common Stock were owned by advisory clients of TCC and held in accounts managed by TCC; and 683 shares of Common Stock were owned by advisory clients of TAMI and held in accounts managed by TAMI.  The foregoing amounts include: nil, nil, nil, 267,623 and nil shares issuable upon the exercise of common stock warrants owned by Abramson, Tamasa, Holdco, TCC (held in client managed accounts), and TAMI (held in client managed accounts), respectively.

Abramson exercises sole voting and dispositive power over shares held by each of the Reporting Persons.  Tamasa exercises sole voting and dispositive power over shares held by it. Holdco exercises sole voting and dispositive power over shares held by TAMI and TCC.  TAMI exercises sole voting and dispositive power over the shares held in discretionary investment accounts managed by it.  TCC exercises sole voting and dispositive power over the shares held in discretionary investment accounts managed by it.  The Reporting Persons disclaim beneficial ownership in shares of Common Stock owned by the directors and officers of the Reporting Persons (except to the extent that shares are held in discretionary investment accounts managed by TAMI and TCC).

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

 

 

The clients of TAMI and TCC have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a portion of the shares beneficially owned by the Reporting Persons.  No individual clients' holdings of such shares are more than five percent of the Issuer's total outstanding Common Stock.

A group has filed this schedule pursuant to Rule 13d-1(c).  See Exhibit 1, which states the identity of each member of the group.

(b)

By signing below I certify that, to the best of my 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

 

 

1346049 ONTARIO LIMITED By: /s/ Randall Abramson Name:  Randall Abramson Title:    Chief Executive Officer TRAPEZE ASSET MANAGEMENT INC. By: /s/ Randall Abramson Name:  Randall Abramson Title:    President and Chief Executive Officer TRAPEZE CAPITAL CORP. By: /s/ Randall Abramson Name:  Randall Abramson Title:    President and Chief Executive Officer /s/ Randall Abramson Randall Abramson TAMASA INC. By: /s/ Randall Abramson Name:  Randall Abramson Title:    President

 

 

Page 11 of 11 pages

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