ITLI Intelligentias Inc (CE)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 2)*

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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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.)

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EXPLANATORY NOTE

This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and restates in its entirety each of (i) the Schedule 13G originally filed on December 29, 2006 (the "Original Schedule 13G") by and on behalf of Vision Opportunity Master Fund, Ltd., a Cayman Islands limited company (the "Reporting Person"); (ii) Amendment No. 1 to the Original Schedule 13G on Schedule 13D (the "Original Schedule 13D") previously filed on March 21, 2007; and (iii) Amendment No. 1 to the Original Schedule 13D ("Amendment No. 1") previously filed on June 18, 2007. The Original Schedule 13G, the Original Schedule 13D and Amendment No. 1 are collectively referred to herein as the "Prior Statements."

The Reporting Person is filing this Amendment No. 2 to indicate that each of the Prior Statements was filed in error and should be treated as if it were withdrawn. Each of the Prior Statements was not required to be filed because the Issuer, Intelligentias, Inc., did not at the time of the filing of each of the Prior Statements, and currently does not, have a class of equity securities registered under Section 12 of the Securities Exchange Act.

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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.

Dated: October 25, 2007

VISION OPPORTUNITY MASTER FUND, LTD.

By: /s/ ADAM BENOWITZ
    ------------------------------------
    Adam Benowitz
    Portfolio Manager

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