Ownership Submission
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Prentice Capital Management, LP
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)

NEW YORK, NY 10022
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (the "Common Stock") 1,122,482
I (1)
See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock   (2)   (4) Common Stock 2,000,000 $ 1.5 I (1) See Footnote (1)
Series B-1 Preferred Stock   (2)   (4) Common Stock 200,000 $ 1.5 I (1) See Footnote (1)
Warrant No. B-1   (2) 08/02/2011 Common Stock 20,361,990 $ 0.1326 I (1) See Footnote (1)
Warrant No. A-1   (2) 08/02/2011 Common Stock 48,356,348 $ 0.1326 I (1) See Footnote (1)
Warrant No. A-3   (2) 01/15/2013 Common Stock 5,129,159 $ 0.1326 I (1) See Footnote (1)
Convertible Note   (2) 12/30/2016 Common Stock 573,152,338 (5) $ 0.1326 I (1) See Footnote (1)
Series C Preferred Stock   (3)   (4) Common Stock 199,849,170 $ 0.1326 I (1) See Footnote (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Prentice Capital Management, LP
NEW YORK, NY 10022
Zimmerman Michael
NEW YORK, NY 10022


PRENTICE CAPITAL MANAGEMENT, LP, By: Michael Weiss as Chief Executive Officer, /s/ Michael Weiss 01/25/2008
**Signature of Reporting Person Date

Michael Zimmerman, /s/ Michael Zimmerman, By: Michael Zimmerman 01/25/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Michael Zimmerman ("Mr. Zimmerman") controls, and is responsible for the supervision and conduct of all investment activities of, Prentice Capital Management, LP ("Prentice Capital," together with Mr. Zimmerman, the "Reporting Persons"), the investment manager of Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., Prentice Special Opportunities, LP, Prentice Special Opportunities Offshore, Ltd., Prentice Special Opportunities Master, L.P. and certain managed accounts (the "Investment Entities"). The Reporting Persons hold the reported securities indirectly through the Investment Entities. Mr. Zimmerman and Prentice Capital disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
(2) The derivative securities are convertible or exercisable at any time at the holder's election. THE REPORTING PERSONS AND THE INVESTMENT ENTITIES ARE PROHIBITED FROM CONVERTING OR EXERCISING DERIVATIVE SECURITIES, IF AFTER SUCH CONVERSION OR EXERCISE THEY, AS A GROUP, WOULD BENEFICIALLY OWN MORE THAN 9.99% OF THE OUTSTANDING COMMON STOCK. So long as the Reporting Persons and their affiliates beneficially own more than 9.99% of the shares of Common Stock through their ownership of Common Stock and Series C Preferred Stock or otherwise, such parties will not be able to convert or exercise any of such derivative securities into Common Stock.
(3) The Series C Preferred Stock is convertible at any time at the holder's election without any limitation on the amounts convertible.
(4) The preferred stock has no expiration date.
(5) The number of shares is based upon the initial aggregate principal amount of the Convertible Note of $76 million without taking into account any capitalized interest.

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