SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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

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1. Name and Address of Reporting Person* WYNNEFIELD PARTNERS SMALL CAP VALUE LP (Last) (First) (Middle) 450 SEVENTH AVENUE, SUITE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/28/2008	3. Issuer Name and Ticker or Trading Symbol Aftersoft Group [ ASFG ]
		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 of Original Filed (Month/Day/Year)
			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	2,054,862	D ( 1 ) ( 2 )
Common Stock	2,522,585	I	See footnote ( 3 ) ( 4 )
Common Stock	4,121,631	I	See footnote ( 5 ) ( 6 )
Common Stock	625,000	I	See footnote ( 7 )

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 (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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
Warrant	07/02/2007	07/02/2013	Common Stock	833,334	1	D ( 1 ) ( 2 )
Warrant	07/02/2007	07/02/2013	Common Stock	833,334	1	I	See footnote ( 3 ) ( 4 )
Warrant	07/02/2007	07/02/2013	Common Stock	833,334	1	I	See footnote ( 5 ) ( 6 )
Warrant	07/02/2007	07/02/2013	Common Stock	625,000	1	I	See footnote ( 7 )

1. Name and Address of Reporting Person* WYNNEFIELD PARTNERS SMALL CAP VALUE LP (Last) (First) (Middle) 450 SEVENTH AVENUE, SUITE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip)

1. Name and Address of Reporting Person* WYNNEFIELD PARTNERS SMALL CAP VALUE LP I (Last) (First) (Middle) 450 SEVENTH AVENUE, SUITE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip)

1. Name and Address of Reporting Person* WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD (Last) (First) (Middle) 450 SEVENTH AVE, SUITE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip)

1. Name and Address of Reporting Person* WYNNEFIELD CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 450 SEVENTH AVE, SUITE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip)

1. Name and Address of Reporting Person* WYNNEFIELD CAPITAL INC (Last) (First) (Middle) 450 SEVENTH AVENUE, SUITE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip)

1. Name and Address of Reporting Person* CHANNEL PARTNERSHIP II L P (Last) (First) (Middle) 450 SEVENTH AVENUE SUITE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip)

1. Name and Address of Reporting Person* OBUS NELSON (Last) (First) (Middle) 450 SEVENTH AVENUE, SUITE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip)

1. Name and Address of Reporting Person* LANDES JOSHUA (Last) (First) (Middle) 450 SEVENTH AVENUE, SUITE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip)

Explanation of Responses:

1. On the date hereof, Wynnefield Partners Small Cap Value, L.P., (the "Reporting Person") directly beneficially owns 2,054,862 shares of common stock, par value $.0001 per share ("Common Stock") of Aftersoft Group, Inc. (ASFG) and warrants to purchase 833,334 shares of Common Stock. Wynnefield Capital Management, LLC, as the sole general partner of the Reporting Person, has an indirect beneficial ownership interest in the shares of Common Stock that the Reporting Person directly beneficially owns. Wynnefield Capital Management, LLC, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Nelson Obus and Joshua Landes, as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the shares of Common Stock that the Reporting Person directly beneficially owns.

2. (continued from footnote 1) Mr. Obus and Mr. Landes, who maintain offices at the same address as the Reporting Person, are filing this Form jointly with the Reporting Person (see remarks below).

3. On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 2,522,585 shares of Common Stock and warrants to purchase 833,334 shares of Common Stock, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. I, as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Wynnefield Partners Small Cap Value, L.P. I, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person.

4. (continued from footnote 3) Wynnefield Capital Management, LLC, as the sole general partner of Wynnefield Partners Small Cap Value, L.P. I, has an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Partners Small Cap Value L.P. I directly beneficially owns. Mr. Obus and Mr. Landes, as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Partners Small Cap Value L.P. I directly beneficially owns.

5. On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 4,121,631 shares of Common Stock and warrants to purchase 833,334 shares of Common Stock, which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section 13(d) of the Exchange Act. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., has an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns. Wynnefield Capital, Inc., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person.

6. (continued from footnote 5) Mr. Obus and Mr. Landes, as principal executive officers of Wynnefield Capital, Inc., have an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns.

7. On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 625,000 shares of Common Stock and warrants to purchase 625,000 shares of Common Stock, which are directly beneficially owned by Channel Partnership II, L.P., as members of a group under Section 13(d) of the Exchange. Channel Partnership II, L.P., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Mr. Obus, as the sole general partner of Channel Partnership II, L.P., has an indirect beneficial ownership interest in the shares of Common Stock that Channel Partnership II, L.P. directly beneficially owns.

Remarks:

Mr. Obus and Mr. Landes disclaim beneficial ownership of the securities described in this statement, except to the extent of their individual pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that Mr. Obus and Mr. Landes are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement.

	Wynnefield Partners Small Cap Value, L.P. By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member	12/04/2008
	Wynnefield Partners Small Cap Value, L.P.I By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member	12/04/2008
	Wynnefield Small Cap Value Offshore Fund, Ltd. By: Wynnefield Capital, Inc., /s/ Nelson Obus, President	12/04/2008
	Wynnefield Capital Management, LLC, /s/ Nelson Obus, Managing Member	12/04/2008
	Wynnefield Capital, Inc., /s/ Nelson Obus, President	12/04/2008
	Channel Partnership II, L.P., /s/ Nelson Obus, General Partner	12/04/2008
	/s/ Nelson Obus, Individually	12/04/2008
	/s/ Joshua Landes, Individually	12/04/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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