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Laurus Master Fund Ltd, et al. – ‘SC 13G/A’ on 2/11/09 re: Jagged Peak, Inc.

On:  Wednesday, 2/11/09, at 12:34pm ET   ·   Accession #:  1144204-9-6781   ·   File #:  5-62177

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Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership        14     88K 

Document Table of Contents

SC 13G/A
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

 Under the Securities Exchange Act of 1934

 (Amendment No.3)*

 JAGGED PEAK, INC.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $0.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 47008R103
--------------------------------------------------------------------------------
(CUSIP Number)

 December 31, 2008
--------------------------------------------------------------------------------
 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 
13G 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 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 ("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).                                                                         

SC 13G/A
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CUSIP No. 47008R103                                                             
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. (In Liquidation)*      

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673       
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                          

                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                              

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION                                      

Guernsey                                                            
--------------------------------------------------------------------------------
NUMBER OF         5     SOLE VOTING POWER:                                      
SHARES                                                                          
BENEFICIALLY            0 shares of Common Stock.*                              
OWNED BY          --------------------------------------------------------------
EACH              6     SHARED VOTING POWER:                                    
REPORTING                                                                       
PERSON                  1,466,291 shares of Common Stock.*                      
                  --------------------------------------------------------------
7     SOLE DISPOSITIVE POWER:               

0 shares of Common Stock.*      
                  --------------------------------------------------------------
8     SHARED DISPOSITIVE POWER:             

  1,466,291 shares of Common Stock.*
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

1,466,291 shares of Common Stock.                                   
--------------------------------------------------------------------------------
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                                                  

CO                                                                  
--------------------------------------------------------------------------------
* Based on 14,677,594 shares of the common stock, par value $0.001 per share    
(the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the      
"Company") as of November 7, 2008, as disclosed in the Company's Quarterly      
Report of Form 10-Q for the quarterly period ended September 26, 2008. As of    
December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),      
PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens    
U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens  
U.S., Psource and the Fund, the "Investors") collectively held (i) a Secured    
Convertible Term Note, in the aggregate initial principal amount of $2,000,000, 
which is convertible into Shares at a conversion rate of $1.00 per Share,       
subject to certain adjustments (the "Term Note") (ii) a warrant (the "Warrant") 
to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (iii)     
567,971 Shares. Each of the Term Note, and Warrant contains an issuance         
limitation prohibiting the Investors from exercising or converting those        
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "Issuance Limitation"). The Issuance Limitation may be waived by the       
Investors upon at least 61 days prior notice to the Company and shall           
automatically become null and void following notice to the Company of the       
occurrence and/or continuance of an event of default (as defined in and pursuant
to the terms of the applicable instrument). With respect to the Term Note, the  
Term Note shall also automatically become null and void upon receipt by the     
holder of a notice of redemption from the Company. The Fund is in voluntary     
liquidation under the supervision of the Grand Court of the Cayman Islands. The 
Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of     
Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting   
through its controlling principals, Eugene Grin and David Grin, provides        
investment management services to the Fund and its two feeder funds concerning  
their respective assets, including the securities owned by the Fund reported in 
this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's   
obligations to the Fund under the Seventh Amended and Restated Investment       
Management Agreement of April 26, 2007, as amended, restated, modified and/or   
supplemented from time to time. Psource is managed by LCM. Valens U.S. and VOFF 
SPV I are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and    
David Grin, through other entities, are the controlling principals of LCM and   
VCM, and share sole voting and investment power over the securities owned by    
Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended.  

SC 13G/A
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CUSIP No. 47008R103                                                             
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON: PSOURCE STRUCTURED DEBT LIMITED                 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:                  
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                          

                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                              

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION                                      

Guernsey                                                            
--------------------------------------------------------------------------------
NUMBER OF         5     SOLE VOTING POWER:                                      
SHARES                                                                          
BENEFICIALLY            0 shares of Common Stock.*                              
OWNED BY          --------------------------------------------------------------
EACH              6     SHARED VOTING POWER:                                    
REPORTING                                                                       
PERSON                  1,466,291 shares of Common Stock.*                      
                  --------------------------------------------------------------
7     SOLE DISPOSITIVE POWER:               

0 shares of Common Stock.*      
                  --------------------------------------------------------------
8     SHARED DISPOSITIVE POWER:             

  1,466,291 shares of Common Stock.*
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

1,466,291 shares of Common Stock.                                   
--------------------------------------------------------------------------------
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                                                                  
--------------------------------------------------------------------------------
* Based on 14,677,594 shares of the common stock, par value $0.001 per share    
(the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the      
"Company") as of November 7, 2008, as disclosed in the Company's Quarterly      
Report of Form 10-Q for the quarterly period ended September 26, 2008. As of    
December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),      
PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens    
U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens  
U.S., Psource and the Fund, the "Investors") collectively held (i) a Secured    
Convertible Term Note, in the aggregate initial principal amount of $2,000,000, 
which is convertible into Shares at a conversion rate of $1.00 per Share,       
subject to certain adjustments (the "Term Note") (ii) a warrant (the "Warrant") 
to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (iii)     
567,971 Shares. Each of the Term Note, and Warrant contains an issuance         
limitation prohibiting the Investors from exercising or converting those        
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "Issuance Limitation"). The Issuance Limitation may be waived by the       
Investors upon at least 61 days prior notice to the Company and shall           
automatically become null and void following notice to the Company of the       
occurrence and/or continuance of an event of default (as defined in and pursuant
to the terms of the applicable instrument). With respect to the Term Note, the  
Term Note shall also automatically become null and void upon receipt by the     
holder of a notice of redemption from the Company. The Fund is in voluntary     
liquidation under the supervision of the Grand Court of the Cayman Islands. The 
Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of     
Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting   
through its controlling principals, Eugene Grin and David Grin, provides        
investment management services to the Fund and its two feeder funds concerning  
their respective assets, including the securities owned by the Fund reported in 
this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's   
obligations to the Fund under the Seventh Amended and Restated Investment       
Management Agreement of April 26, 2007, as amended, restated, modified and/or   
supplemented from time to time. Psource is managed by LCM. Valens U.S. and VOFF 
SPV I are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and    
David Grin, through other entities, are the controlling principals of LCM and   
VCM, and share sole voting and investment power over the securities owned by    
Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended.  

SC 13G/A
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CUSIP No. 47008R103                                                             
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON: Laurus Capital Management, LLC                  

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669       
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                          

                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                              

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION                                      

Delaware                                                            
--------------------------------------------------------------------------------
NUMBER OF         5     SOLE VOTING POWER:                                      
SHARES                                                                          
BENEFICIALLY            0 shares of Common Stock.*                              
OWNED BY          --------------------------------------------------------------
EACH              6     SHARED VOTING POWER:                                    
REPORTING                                                                       
PERSON                  1,466,,291 shares of Common Stock.*                     
                  --------------------------------------------------------------
7     SOLE DISPOSITIVE POWER:               

0 shares of Common Stock.*      
                  --------------------------------------------------------------
8     SHARED DISPOSITIVE POWER:             

  1,466,291 shares of Common Stock.*
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

1,466,291 shares of Common Stock.                                   
--------------------------------------------------------------------------------
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                                                                  
--------------------------------------------------------------------------------
* Based on 14,677,594 shares of the common stock, par value $0.001 per share    
(the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the      
"Company") as of November 7, 2008, as disclosed in the Company's Quarterly      
Report of Form 10-Q for the quarterly period ended September 26, 2008. As of    
December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),      
PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens    
U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens  
U.S., Psource and the Fund, the "Investors") collectively held (i) a Secured    
Convertible Term Note, in the aggregate initial principal amount of $2,000,000, 
which is convertible into Shares at a conversion rate of $1.00 per Share,       
subject to certain adjustments (the "Term Note") (ii) a warrant (the "Warrant") 
to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (iii)     
567,971 Shares. Each of the Term Note, and Warrant contains an issuance         
limitation prohibiting the Investors from exercising or converting those        
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "Issuance Limitation"). The Issuance Limitation may be waived by the       
Investors upon at least 61 days prior notice to the Company and shall           
automatically become null and void following notice to the Company of the       
occurrence and/or continuance of an event of default (as defined in and pursuant
to the terms of the applicable instrument). With respect to the Term Note, the  
Term Note shall also automatically become null and void upon receipt by the     
holder of a notice of redemption from the Company. The Fund is in voluntary     
liquidation under the supervision of the Grand Court of the Cayman Islands. The 
Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of     
Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting   
through its controlling principals, Eugene Grin and David Grin, provides        
investment management services to the Fund and its two feeder funds concerning  
their respective assets, including the securities owned by the Fund reported in 
this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's   
obligations to the Fund under the Seventh Amended and Restated Investment       
Management Agreement of April 26, 2007, as amended, restated, modified and/or   
supplemented from time to time. Psource is managed by LCM. Valens U.S. and VOFF 
SPV I are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and    
David Grin, through other entities, are the controlling principals of LCM and   
VCM, and share sole voting and investment power over the securities owned by    
Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended.  

SC 13G/A
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CUSIP No. 47008R103                                                             
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON: Valens U.S SPV I, LLC                           

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266       
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                          

                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                              

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION                                      

Delaware                                                            
--------------------------------------------------------------------------------
NUMBER OF         5     SOLE VOTING POWER:                                      
SHARES                                                                          
BENEFICIALLY            0 shares of Common Stock.*                              
OWNED BY          --------------------------------------------------------------
EACH              6     SHARED VOTING POWER:                                    
REPORTING                                                                       
PERSON                  1,466,291 shares of Common Stock.*                      
                  --------------------------------------------------------------
7     SOLE DISPOSITIVE POWER:               

0 shares of Common Stock.*      
                  --------------------------------------------------------------
8     SHARED DISPOSITIVE POWER:             

  1,466,291 shares of Common Stock.*
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

1,466,291 shares of Common Stock.                                   
--------------------------------------------------------------------------------
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                                                                  
--------------------------------------------------------------------------------
* Based on 14,677,594 shares of the common stock, par value $0.001 per share    
(the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the      
"Company") as of November 7, 2008, as disclosed in the Company's Quarterly      
Report of Form 10-Q for the quarterly period ended September 26, 2008. As of    
December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),      
PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens    
U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens  
U.S., Psource and the Fund, the "Investors") collectively held (i) a Secured    
Convertible Term Note, in the aggregate initial principal amount of $2,000,000, 
which is convertible into Shares at a conversion rate of $1.00 per Share,       
subject to certain adjustments (the "Term Note") (ii) a warrant (the "Warrant") 
to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (iii)     
567,971 Shares. Each of the Term Note, and Warrant contains an issuance         
limitation prohibiting the Investors from exercising or converting those        
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "Issuance Limitation"). The Issuance Limitation may be waived by the       
Investors upon at least 61 days prior notice to the Company and shall           
automatically become null and void following notice to the Company of the       
occurrence and/or continuance of an event of default (as defined in and pursuant
to the terms of the applicable instrument). With respect to the Term Note, the  
Term Note shall also automatically become null and void upon receipt by the     
holder of a notice of redemption from the Company. The Fund is in voluntary     
liquidation under the supervision of the Grand Court of the Cayman Islands. The 
Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of     
Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting   
through its controlling principals, Eugene Grin and David Grin, provides        
investment management services to the Fund and its two feeder funds concerning  
their respective assets, including the securities owned by the Fund reported in 
this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's   
obligations to the Fund under the Seventh Amended and Restated Investment       
Management Agreement of April 26, 2007, as amended, restated, modified and/or   
supplemented from time to time. Psource is managed by LCM. Valens U.S. and VOFF 
SPV I are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and    
David Grin, through other entities, are the controlling principals of LCM and   
VCM, and share sole voting and investment power over the securities owned by    
Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended.  

SC 13G/A
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CUSIP No. 47008R103                                                             
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd.                     

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0539781       
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                          

                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                              

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION                                      

Cayman Islands                                                      
--------------------------------------------------------------------------------
NUMBER OF         5     SOLE VOTING POWER:                                      
SHARES                                                                          
BENEFICIALLY            0 shares of Common Stock.*                              
OWNED BY          --------------------------------------------------------------
EACH              6     SHARED VOTING POWER:                                    
REPORTING                                                                       
PERSON                  1,466,291 shares of Common Stock.*                      
                  --------------------------------------------------------------
7     SOLE DISPOSITIVE POWER:               

0 shares of Common Stock.*      
                  --------------------------------------------------------------
8     SHARED DISPOSITIVE POWER:             

  1,466,291 shares of Common Stock.*
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

1,466,291 shares of Common Stock.                                   
--------------------------------------------------------------------------------
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                                                                  
--------------------------------------------------------------------------------
* Based on 14,677,594 shares of the common stock, par value $0.001 per share    
(the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the      
"Company") as of November 7, 2008, as disclosed in the Company's Quarterly      
Report of Form 10-Q for the quarterly period ended September 26, 2008. As of    
December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),      
PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens    
U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens  
U.S., Psource and the Fund, the "Investors") collectively held (i) a Secured    
Convertible Term Note, in the aggregate initial principal amount of $2,000,000, 
which is convertible into Shares at a conversion rate of $1.00 per Share,       
subject to certain adjustments (the "Term Note") (ii) a warrant (the "Warrant") 
to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (iii)     
567,971 Shares. Each of the Term Note, and Warrant contains an issuance         
limitation prohibiting the Investors from exercising or converting those        
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "Issuance Limitation"). The Issuance Limitation may be waived by the       
Investors upon at least 61 days prior notice to the Company and shall           
automatically become null and void following notice to the Company of the       
occurrence and/or continuance of an event of default (as defined in and pursuant
to the terms of the applicable instrument). With respect to the Term Note, the  
Term Note shall also automatically become null and void upon receipt by the     
holder of a notice of redemption from the Company. The Fund is in voluntary     
liquidation under the supervision of the Grand Court of the Cayman Islands. The 
Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of     
Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting   
through its controlling principals, Eugene Grin and David Grin, provides        
investment management services to the Fund and its two feeder funds concerning  
their respective assets, including the securities owned by the Fund reported in 
this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's   
obligations to the Fund under the Seventh Amended and Restated Investment       
Management Agreement of April 26, 2007, as amended, restated, modified and/or   
supplemented from time to time. Psource is managed by LCM. Valens U.S. and VOFF 
SPV I are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and    
David Grin, through other entities, are the controlling principals of LCM and   
VCM, and share sole voting and investment power over the securities owned by    
Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended.  

SC 13G/A
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CUSIP No. 47008R103                                                             
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON: Valens Capital Management, LLC                  

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345       
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                          

                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                              

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION                                      

Delaware                                                            
--------------------------------------------------------------------------------
NUMBER OF         5     SOLE VOTING POWER:                                      
SHARES                                                                          
BENEFICIALLY            0 shares of Common Stock.*                              
OWNED BY          --------------------------------------------------------------
EACH              6     SHARED VOTING POWER:                                    
REPORTING                                                                       
PERSON                  1,466,291 shares of Common Stock.*                      
                  --------------------------------------------------------------
7     SOLE DISPOSITIVE POWER:               

0 shares of Common Stock.*      
                  --------------------------------------------------------------
8     SHARED DISPOSITIVE POWER:             

  1,466,291 shares of Common Stock.*
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

1,466,291 shares of Common Stock.                                   
--------------------------------------------------------------------------------
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                                                                  
--------------------------------------------------------------------------------
* Based on 14,677,594 shares of the common stock, par value $0.001 per share    
(the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the      
"Company") as of November 7, 2008, as disclosed in the Company's Quarterly      
Report of Form 10-Q for the quarterly period ended September 26, 2008. As of    
December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),      
PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens    
U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens  
U.S., Psource and the Fund, the "Investors") collectively held (i) a Secured    
Convertible Term Note, in the aggregate initial principal amount of $2,000,000, 
which is convertible into Shares at a conversion rate of $1.00 per Share,       
subject to certain adjustments (the "Term Note") (ii) a warrant (the "Warrant") 
to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (iii)     
567,971 Shares. Each of the Term Note, and Warrant contains an issuance         
limitation prohibiting the Investors from exercising or converting those        
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "Issuance Limitation"). The Issuance Limitation may be waived by the       
Investors upon at least 61 days prior notice to the Company and shall           
automatically become null and void following notice to the Company of the       
occurrence and/or continuance of an event of default (as defined in and pursuant
to the terms of the applicable instrument). With respect to the Term Note, the  
Term Note shall also automatically become null and void upon receipt by the     
holder of a notice of redemption from the Company. The Fund is in voluntary     
liquidation under the supervision of the Grand Court of the Cayman Islands. The 
Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of     
Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting   
through its controlling principals, Eugene Grin and David Grin, provides        
investment management services to the Fund and its two feeder funds concerning  
their respective assets, including the securities owned by the Fund reported in 
this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's   
obligations to the Fund under the Seventh Amended and Restated Investment       
Management Agreement of April 26, 2007, as amended, restated, modified and/or   
supplemented from time to time. Psource is managed by LCM. Valens U.S. and VOFF 
SPV I are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and    
David Grin, through other entities, are the controlling principals of LCM and   
VCM, and share sole voting and investment power over the securities owned by    
Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended.  

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CUSIP No. 47008R103                                                             
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1     NAME OF REPORTING PERSON:                                                 

David Grin                                                          
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                          

                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                              

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION                                      

Israel                                                              
--------------------------------------------------------------------------------
NUMBER OF         5     SOLE VOTING POWER:                                      
SHARES                                                                          
BENEFICIALLY            0 shares of Common Stock.*                              
OWNED BY          --------------------------------------------------------------
EACH              6     SHARED VOTING POWER:                                    
REPORTING                                                                       
PERSON                  1,466,291 shares of Common Stock.*                      
                  --------------------------------------------------------------
7     SOLE DISPOSITIVE POWER:               

0 shares of Common Stock.*      
                  --------------------------------------------------------------
8     SHARED DISPOSITIVE POWER:             

  1,466,291 shares of Common Stock.*
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

1,466,291 shares of Common Stock.                                   
--------------------------------------------------------------------------------
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                                                                  
--------------------------------------------------------------------------------
* Based on 14,677,594 shares of the common stock, par value $0.001 per share    
(the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the      
"Company") as of November 7, 2008, as disclosed in the Company's Quarterly      
Report of Form 10-Q for the quarterly period ended September 26, 2008. As of    
December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),      
PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens    
U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens  
U.S., Psource and the Fund, the "Investors") collectively held (i) a Secured    
Convertible Term Note, in the aggregate initial principal amount of $2,000,000, 
which is convertible into Shares at a conversion rate of $1.00 per Share,       
subject to certain adjustments (the "Term Note") (ii) a warrant (the "Warrant") 
to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (iii)     
567,971 Shares. Each of the Term Note, and Warrant contains an issuance         
limitation prohibiting the Investors from exercising or converting those        
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "Issuance Limitation"). The Issuance Limitation may be waived by the       
Investors upon at least 61 days prior notice to the Company and shall           
automatically become null and void following notice to the Company of the       
occurrence and/or continuance of an event of default (as defined in and pursuant
to the terms of the applicable instrument). With respect to the Term Note, the  
Term Note shall also automatically become null and void upon receipt by the     
holder of a notice of redemption from the Company. The Fund is in voluntary     
liquidation under the supervision of the Grand Court of the Cayman Islands. The 
Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of     
Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting   
through its controlling principals, Eugene Grin and David Grin, provides        
investment management services to the Fund and its two feeder funds concerning  
their respective assets, including the securities owned by the Fund reported in 
this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's   
obligations to the Fund under the Seventh Amended and Restated Investment       
Management Agreement of April 26, 2007, as amended, restated, modified and/or   
supplemented from time to time. Psource is managed by LCM. Valens U.S. and VOFF 
SPV I are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and    
David Grin, through other entities, are the controlling principals of LCM and   
VCM, and share sole voting and investment power over the securities owned by    
Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended.  

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CUSIP No. 47008R103                                                             
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON:                                                 

Eugene Grin                                                         
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                          

                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                              

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION                                      

United States                                                       
--------------------------------------------------------------------------------
NUMBER OF         5     SOLE VOTING POWER:                                      
SHARES                                                                          
BENEFICIALLY            0 shares of Common Stock.*                              
OWNED BY          --------------------------------------------------------------
EACH              6     SHARED VOTING POWER:                                    
REPORTING                                                                       
PERSON                  1,466,291 shares of Common Stock.*                      
                  --------------------------------------------------------------
7     SOLE DISPOSITIVE POWER:               

0 shares of Common Stock.*      
                  --------------------------------------------------------------
8     SHARED DISPOSITIVE POWER:             

  1,466,291 shares of Common Stock.*
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

1,466,291 shares of Common Stock.                                   
--------------------------------------------------------------------------------
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                                                                  
--------------------------------------------------------------------------------
* Based on 14,677,594 shares of the common stock, par value $0.001 per share    
(the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the      
"Company") as of November 7, 2008, as disclosed in the Company's Quarterly      
Report of Form 10-Q for the quarterly period ended September 26, 2008. As of    
December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),      
PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens    
U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens  
U.S., Psource and the Fund, the "Investors") collectively held (i) a Secured    
Convertible Term Note, in the aggregate initial principal amount of $2,000,000, 
which is convertible into Shares at a conversion rate of $1.00 per Share,       
subject to certain adjustments (the "Term Note") (ii) a warrant (the "Warrant") 
to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (iii)     
567,971 Shares. Each of the Term Note, and Warrant contains an issuance         
limitation prohibiting the Investors from exercising or converting those        
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "Issuance Limitation"). The Issuance Limitation may be waived by the       
Investors upon at least 61 days prior notice to the Company and shall           
automatically become null and void following notice to the Company of the       
occurrence and/or continuance of an event of default (as defined in and pursuant
to the terms of the applicable instrument). With respect to the Term Note, the  
Term Note shall also automatically become null and void upon receipt by the     
holder of a notice of redemption from the Company. The Fund is in voluntary     
liquidation under the supervision of the Grand Court of the Cayman Islands. The 
Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of     
Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting   
through its controlling principals, Eugene Grin and David Grin, provides        
investment management services to the Fund and its two feeder funds concerning  
their respective assets, including the securities owned by the Fund reported in 
this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's   
obligations to the Fund under the Seventh Amended and Restated Investment       
Management Agreement of April 26, 2007, as amended, restated, modified and/or   
supplemented from time to time. Psource is managed by LCM. Valens U.S. and VOFF 
SPV I are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and    
David Grin, through other entities, are the controlling principals of LCM and   
VCM, and share sole voting and investment power over the securities owned by    
Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended.  

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Item 1(a).  Name of Issuer: JAGGED PEAK, INC.                                   

Item 1(b).  Address of Issuer's Principal Executive Offices:                    
       13577 Feather Sound Drive, Suite 330, Clearwater, Florida 33762

Item 2(a).  Name of Person Filing: Laurus Master Fund, Ltd. (In Liquidation)    

This Schedule 13G, as amended, is also filed on behalf of PSource Structured    
Debt Limited, a closed ended company incorporated with limited liability in     
Guernsey, Laurus Capital Management, LLC, a Delaware limited liability company, 
Valens Offshore SPV I, Ltd., a Cayman Islands limited company, Valens U.S. SPV  
I, LLC, a Delaware limited liability company, Valens Capital Management, LLC, a 
Delaware limited liability company, Eugene Grin and David Grin. The Fund is in  
voluntary liquidation under the supervision of the Grand Court of the Cayman    
Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell 
Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), 
acting through its controlling principals, Eugene Grin and David Grin, provides 
investment management services to the Fund and its two feeder funds concerning  
their respective assets, including the securities owned by the Fund reported in 
this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's   
obligations to the Fund under the Seventh Amended and Restated Investment       
Management Agreement of April 26, 2007, as amended, restated, modified and/or   
supplemented from time to time. Laurus Capital Management, LLC manages PSource  
Structured Debt Limited. Valens Capital Management, LLC manages Valens Offshore 
SPV I, Ltd. and Valens U.S. SPV I, LLC. Eugene Grin and David Grin, through     
other entities, are the controlling principals of Laurus Capital Management, LLC
and Valens Capital Management, LLC and share sole voting and investment power   
over the securities owned by PSource Structured Debt Limited, Valens Offshore   
SPV I, Ltd., and Valens U.S. SPV I, LLC reported in this Schedule 13G, as       
amended. Information related to each of Laurus Capital Management, LLC, PSource 
Structured Debt Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd.,   
Valens Capital Management, LLC, Eugene Grin and David Grin is set forth on      
Appendix A hereto.                                                              

Item 2(b).  Address of Principal Business Office or if none, Residence:         
c/o Laurus Capital Management, LLC,                     
335 Madison Avenue, 10th Floor,                         
New York, NY 10017                                      

Item 2(c).  Citizenship: Cayman Islands                                         

Item 2(d).  Title of Class of Securities: Common Stock                          

Item 2(e).  CUSIP Number: 47008R103                                             

Item 3.     Not Applicable                                                      

Item 4.     Ownership:                                                          

        (a) Amount Beneficially Owned: 1,466,291 shares of Common Stock*

(b) Percent of Class: 9.99%*                            

(c) Number of shares as to which such person has:       

               (i)   sole power to vote or to direct the vote: 0 shares of
Common Stock*                   

               (ii)  shared power to vote or to direct the vote: 1,461,296
shares of Common Stock*         

                  (iii) sole power to dispose or to direct the disposition of: 0
shares of Common Stock*         

                  (iv)  shared power to dispose or to direct the disposition of:
 1,466,291 shares of Common Stock*

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Item 5.     Ownership of Five Percent or Less of a Class: Not applicable        

Item 6.     Ownership of More than Five Percent on Behalf of Another Person: Not
applicable                                              

Item 7.     Identification and Classification of Subsidiary Which Acquired the  
Securities: Not applicable                              

Item 8.     Identification and Classification of Members of the Group: Not      
applicable                                              

Item 9.     Notice of Dissolution of Group: Not applicable                      

Item 10.    Certification:                                                      

        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.      

------------                                                                    
* Based on 14,677,594 shares of the common stock, par value $0.001 per share    
(the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the      
"Company") as of November 7, 2008, as disclosed in the Company's Quarterly      
Report of Form 10-Q for the quarterly period ended September 26, 2008. As of    
December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),      
PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens    
U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with Valens  
U.S., Psource and the Fund, the "Investors") collectively held (i) a Secured    
Convertible Term Note, in the aggregate initial principal amount of $2,000,000, 
which is convertible into Shares at a conversion rate of $1.00 per Share,       
subject to certain adjustments (the "Term Note") (ii) a warrant (the "Warrant") 
to acquire 3,722 Shares, at an exercise price of $0.01 per Share, and (iii)     
567,971 Shares. Each of the Term Note, and Warrant contains an issuance         
limitation prohibiting the Investors from exercising or converting those        
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding   
(the "Issuance Limitation"). The Issuance Limitation may be waived by the       
Investors upon at least 61 days prior notice to the Company and shall           
automatically become null and void following notice to the Company of the       
occurrence and/or continuance of an event of default (as defined in and pursuant
to the terms of the applicable instrument). With respect to the Term Note, the  
Term Note shall also automatically become null and void upon receipt by the     
holder of a notice of redemption from the Company. The Fund is in voluntary     
liquidation under the supervision of the Grand Court of the Cayman Islands. The 
Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of     
Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting   
through its controlling principals, Eugene Grin and David Grin, provides        
investment management services to the Fund and its two feeder funds concerning  
their respective assets, including the securities owned by the Fund reported in 
this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's   
obligations to the Fund under the Seventh Amended and Restated Investment       
Management Agreement of April 26, 2007, as amended, restated, modified and/or   
supplemented from time to time. Psource is managed by LCM. Valens U.S. and VOFF 
SPV I are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and    
David Grin, through other entities, are the controlling principals of LCM and   
VCM, and share sole voting and investment power over the securities owned by    
Psource, Valens U.S. and VOFF SPV I reported in this Schedule 13G, as amended.  

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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. 

                 February 11, 2009
                                 ---------------------------------
    Date

                        LAURUS MASTER FUND, LTD.
                (In Liquidation)
                                   By:  Laurus Capital Management, LLC
                      its investment manager

              /s/ David Grin
                                 ---------------------------------
          David Grin
         Principal

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APPENDIX A

A.    Name:                  Laurus Capital Management, LLC,                    
              a Delaware limited liability company
Business Address:      335 Madison Avenue, 10th Floor               
  New York, New York 10017
Place of Organization: Delaware                                     

B.    Name:                  PSource Structured Debt Limited,                   
                          a closed ended company incorporated with limited
liability in Guernsey 
Business Address:      335 Madison Avenue, 10th Floor               
  New York, New York 10017
Place of Organization: Guernsey                                     

C.    Name:                  Valens U.S. SPV I, LLC,                            
              a Delaware limited liability company
Business Address:      335 Madison Avenue, 10th Floor               
  New York, New York 10017
Place of Organization: Delaware                                     

D.    Name:                  Valens Offshore SPV I, Ltd.                        
          a Cayman Islands limited company
Business Address:      335 Madison Avenue, 10th Floor               
  New York, New York 10017
Place of Organization: Cayman Islands                               

E.    Name:                  Valens Capital Management, LLC,                    
              a Delaware limited liability company
Business Address:      335 Madison Avenue, 10th Floor               
  New York, New York 10017
Place of Organization: Delaware                                     

F.    Name:                  Eugene Grin                                        
Business Address:      335 Madison Avenue, 10th Floor               
  New York, New York 10017

Principal Occupation:  Principal of Laurus Capital Management, LLC  
Citizenship:           United States                                

F.    Name:                  David Grin                                         

Business Address:      335 Madison Avenue, 10th Floor               
  New York, New York 10017
Principal Occupation:  Principal of Laurus Capital Management, LLC  
Citizenship:           Israel                                       

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Each of Laurus Capital Management, LLC, PSource Structured Debt Limited, Valens 
U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens Capital Management, LLC,   
Eugene Grin and David Grin hereby agrees, by their execution below, that the    
Schedule 13G, as amended, to which this Appendix A is attached is filed on      
behalf of each of them, respectively.                                           

PSource Structured Debt Limited                                                 

Laurus Capital Management, LLC                                                  

By:  Laurus Capital Management, LLC                                             
Individually and as investment manager                                          

/s/ David Grin                                                                  
---------------------------------                                               
David Grin                                                                      
Principal                                                                       
February 11, 2009                                                               

Valens U.S. SPV I, LLC                                                          

Valens Offshore SPV I, Ltd.                                                     

Valens Capital Management, LLC                                                  

By:  Valens Capital Management, LLC                                             
Individually and as investment manager                                          

/s/ David Grin                                                                  
---------------------------------                                               
David Grin                                                                      
Principal                                                                       
February 11, 2009                                                               

/s/ David Grin                                                                  
---------------------------------                                               
David Grin, on his individual behalf                                            
February 11, 2009                                                               

/s/ Eugene Grin                                                                 
---------------------------------                                               
Eugene Grin, on his individual behalf                                           
February 11, 2009                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13G/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/11/09		12		14			SC 13G/A
		12/31/08		1		11
		11/7/08		2		11
		9/26/08		2		11			10-Q
		4/26/07		2		11
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