WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
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. 1)
ETHOS
ENVIRONMENTAL, INC.
(Name of
Issuer)
COMMON
STOCK, PAR VALUE $0.0001 PER SHARE
(Title of
Class of Securities)
CUSIP No.
29765X 10 1
(CUSIP
Number)
David
Skriloff
MKM
Capital Advisors, LLC
420
Lexington Avenue, Suite 1718
New York,
NY 10170
With Copies To:
Marc J.
Ross, Esq.
James M.
Turner, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New York,
New York 10006
Tel:
(212) 930-9700
Fax:
(212) 930-9725
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October
13, 2010
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which 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.
(Continued
on following pages)
(Page 1of
7)
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13D
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Page 2
of 7 Pages
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1
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NAME OF
REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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MKM
Opportunity Master Fund, Ltd.
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2
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CHECK THE APPROPRIATE
BOX IF MEMBER OF A GROUP
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(a)
¨
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(b)
x Reporting
person is affiliated with other persons
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
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WC
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5
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CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Cayman
Islands
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7
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SOLE
VOTING POWER
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NUMBER
OF
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8
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SHARED
VOTING POWER
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SHARES
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BENEFICIALLY
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9,913,214*
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OWNED
BY
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9
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SOLE
DISPOSITIVE POWER
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EACH
REPORTING
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
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9,913,214*
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,913,214*
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.99%
*
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14
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TYPE
OF REPORTING PERSON
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CO
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*See
Item 3 – Source and Amount of Funds or Other Consideration.
CUSIP
No. 29765X 10 1
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13D
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Page 3
of 7 Pages
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1
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NAME OF
REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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MKM
Capital Advisors, LLC
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2
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CHECK THE APPROPRIATE
BOX IF MEMBER OF A GROUP
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(a)
o
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(b)
x Reporting
person is affiliated with other persons
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
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WC
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5
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CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE
VOTING POWER
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0
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NUMBER
OF
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8
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SHARED
VOTING POWER
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SHARES
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BENEFICIALLY
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9,913,214*
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OWNED
BY
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9
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SOLE
DISPOSITIVE POWER
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EACH
REPORTING
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PERSON
WITH
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0
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10
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SHARED
DISPOSITIVE POWER
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9,913,214*
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
|
|
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9,913,214*
|
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12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
|
|
|
|
|
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.99*
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14
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TYPE
OF REPORTING PERSON
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OO
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*See
Item 3 – Source and Amount of Funds or Other Consideration.
CUSIP
No. 29765X 10 1
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13D
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Page 4
of 7 Pages
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1
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NAME OF
REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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David
Skriloff
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2
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CHECK THE APPROPRIATE
BOX IF MEMBER OF A GROUP
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(a)
o
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(b)
x Reporting
person is affiliated with other persons
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
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AF
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5
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CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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7
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SOLE
VOTING POWER
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0
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NUMBER
OF
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8
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SHARED
VOTING POWER
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SHARES
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|
BENEFICIALLY
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9,913,214*
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OWNED
BY
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9
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SOLE
DISPOSITIVE POWER
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EACH
REPORTING
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PERSON
WITH
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0
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10
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SHARED
DISPOSITIVE POWER
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|
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9,913,214*
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,913,214*
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.99%*
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14
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TYPE
OF REPORTING PERSON
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IN
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*See
Item 3 – Source and Amount of Funds or Other Consideration.
Page 5 of
7 Pages
Item
1. Security and Issuer
This
statement relates to the common stock, $0.0001 par value per share (the “Common
Stock”), of Ethos Environmental, Inc., a Nevada Corporation (the "Issuer"). The
principal offices of the Issuer are located at 6800 Gateway Park, San Diego, CA
92154.
Item
2. Identity and Background.
(a)-(c), (f). This
statement is being filed by MKM Opportunity Master Fund, Ltd. (“MKM
Opportunity”), MKM Capital Advisors, LLC (“MKM Capital”) and David Skriloff
(“Skriloff”; MKM Opportunity, MKM Capital and Skriloff collectively, the
“Reporting Persons”).
MKM
Opportunity, a Cayman Islands corporation, whose business address is c/o MKM
Capital, 420 Lexington Avenue, Suite 1718, New York, NY 10170, is primarily
engaged in the business of investments.
MKM
Capital, a Delaware limited liability company, whose business address is 420
Lexington Avenue, Suite 1718, New York, NY 10170, is primarily engaged in the
business of investments.
Skriloff,
a United States citizen, has a business address at c/o MKM Capital, 420
Lexington Avenue, Suite 1718, New York, NY 10170.
MKM
Capital Advisors serves as investment manager to MKM Opportunity and, as such,
may be deemed to hold an indirect beneficial interest in the shares of Common
Stock that are directly beneficially owned by MKM Opportunity. David Skriloff is
the managing member of MKM Capital and the portfolio manager of MKM Opportunity,
and, as such, may be deemed to hold an indirect beneficial interest in the
shares of Common Stock that are directly beneficially owned by MKM Opportunity.
Each Reporting Person disclaims beneficial ownership of all securities other
than those owned of record by such Reporting Person.
(d) and
(e). During the last five years, the Reporting Persons have not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction in which the Reporting Persons
were or are the subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect to such
laws.
Item
3. Source and Amount of Funds or Other Consideration.
On August
11, 2008, MKM Opportunity entered into a Stock Purchase Agreement and a Note and
Warrant Purchase Agreement with the Issuer for the purchase of (i) 909,091
restricted shares of the Issuer’s Common Stock, (ii) convertible promissory
notes in the aggregate principal amount of $300,000 (the “Notes”), and a warrant
to purchase up to 1,000,000 shares of the Issuer’s Common Stock at an exercise
price of $0.75 per share (the “Warrant”). The Notes are convertible,
only upon an event of default, into Common Stock at a conversion price of $0.25
per share.
On
September 25, 2008, MKM Opportunity entered into a Private Placement
Subscription Agreement with the Issuer for (i) the purchase of 750,000
restricted shares of the Issuer’s Common Stock, (ii) changing the strike price
of the Warrant to $0.37 per share and a waiver of the anti-dilution provisions
in the Warrant, and (iii) a new warrant for the purchase of up to 500,000 shares
of the Issuer’s Common Stock at an exercise price of $0.30 per share (the
“October Warrant”) in exchange for $150,000.
On
January 9, 2009, MKM Opportunity entered into a Settlement Agreement and General
Release (the “Settlement Agreement”) with the Issuer pursuant to which the
Issuer and MKM Opportunity amended the terms and conditions relating to a series
of transactions by and between the Issuer and MKM Opportunity, as set forth
herein. In August 2008, the Issuer issued a Note and Warrant, as more
fully described in the first paragraph of this Item 3. Subsequently,
in October 2008, the Issuer issued the October Warrant, as more fully described
in the second paragraph of this Item 3. The Note, Warrant and October
Warrant shall collectively be referred to as the “Prior
Agreements.” The parties have resolved to terminate the Prior
Agreements and enter into a new warrant and note pursuant to the terms and
conditions herein as fully set forth in the Settlement Agreement.
Pursuant
to the terms of the Settlement Agreement, MKM Opportunity provided additional
financing to the Issuer in the amount of $250,000 and, in exchange, the Issuer
agreed to: (i) issue to MKM Opportunity 500,000 shares of the Issuer’s Common
Stock; (ii) issue to MKM Opportunity a five-year warrant to purchase up to
1,500,000 shares of the Issuer’s Common Stock at an exercise price of $0.25 per
share; and (iii) issue to MKM Opportunity a replacement convertible promissory
note in the principal amount of $550,000.
Between
the dates of March 14, 2009 and April 15, 2009, MKM Opportunity participated in
the Issuer’s offering of 12% convertible debentures (the “Private
Placement”). In the Private Placement, MKM Opportunity purchased, in
the aggregate, (i) convertible debentures in the principal amount of $475,000;
(ii) warrants to purchase up to 475,000 shares of the Issuer’s Common Stock; and
(iii) 313,500 shares of the Issuer’s Common Stock.
Page 6
of 7 Pages
On May 8,
2009, MKM Opportunity participated in the Issuer’s offering of 10% convertible
debentures (the “May PP”). In the May PP, MKM Opportunity purchased,
in the aggregate, (i) convertible debentures in the principal amount of $25,000;
(ii) warrants to purchase up to 50,000 shares of the Issuer’s Common Stock; and
(iii) 10,000 shares of the Issuer’s Common Stock.
On May 8,
2009, the Registrant issued a common stock purchase warrant (the “Purchase
Warrant”) to MKM to purchase up to 100,000 shares of common stock of the
Registrant at a price of $0.40 per share. The Purchase Warrant was issued in
connection with a loan made by MKM to the Registrant of $100,000 pursuant to a
promissory note (the “P-Note”) also dated May 8, 2009. The P-Note is due on June
7, 2009 and carries simple interest of 10%. The Purchase Warrant, which expires
on May 8, 2012, contains anti-dilution provisions and other customary
provisions. The Purchase Warrant was offered and issued to MKM in a private
placement transaction made in reliance upon exemption from registration pursuant
to Section 4(2) of the Securities Act of 1933.
As of
October 13, 2010, MKM Opportunity owned 2,584,685 shares of Common Stock,
warrants to purchase up to 8,900,000 shares of Common Stock and convertible
debentures in the principal face amount of $1,200,000 that are convertible into
12,000,000 shares of Common Stock.
All of
the foregoing warrants and convertible securities (together, the “Blocked
Securities”) include a limitation on conversion or exercise, which provides that
at no time will MKM Opportunity be entitled to convert any portion of the
Blocked Securities that would result in the beneficial ownership by MKM
Opportunity of more than 9.99% of the outstanding shares of the Issuer’s Common
Stock (the "9.99% Limitation"). As such, but for the 9.99% Limitation, MKM
Opportunity would be able to convert the Blocked Securities for an aggregate
total of 20,900,000 shares of Common Stock, including the shares of common stock
owned by MKM Opportunity (or approximately 23.66% of the outstanding Common
Stock as of this date). For purposes of determining the percentages reported in
this Schedule 13D, the Reporting Persons utilized 99,231,381 shares as the
Issuer's total number of outstanding shares of Common Stock (as reported on the
Issuer’s Current Report on Form 8K as of November 24, 2009).
For
purposes of this Schedule 13D, the total number of shares reported as
beneficially owned by the Reporting Persons is 9,913,214 shares, which is the
maximum number of shares of the Issuer's Common Stock beneficially owned by the
Reporting Persons in accordance with the 9.99% Limitation, based upon 2,584,685
shares of Common Stock owned by the Reporting Persons and an additional
7,328,529 shares of Common Stock issuable upon exercise of warrants and/or
conversion of convertible debentures.
Item
4. Purpose of Transaction.
The
shares acquired by the Reporting Persons were issued for the purpose of
acquiring an interest in the Issuer. The Reporting Persons do not
have any present plan or proposal as a stockholder which relates to, or would
result in any action with respect to, the matters listed
in paragraphs (a) through (j) of Item 4 of Schedule 13D.
In the future, the Reporting Persons may decide to purchase additional shares of
Common Stock in the open market or a private transaction, or to sell any or all
of their shares of Common Stock.
Item
5. Interest in Securities of the Issuer.
(b) The Reporting Persons have shared
power to vote or dispose of 9,913,214 shares of common stock of the
Issuer. Please see Item 3
– Source and Amount of Funds or Other Consideration.
(c) Other
than the acquisition of the shares reported herein, the Reporting Persons have
effected the following transactions in the shares of the Issuer during the past
60 days:
None.
(d) No
person other than the Reporting Persons has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares reported above in this Item 5.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None.
SIGNATURES
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MKM
Opportunity Master Fund, Ltd.
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October
13, 2010
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By:
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/s/ David Skriloff
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Title:
Portfolio Manager
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MKM
Capital Advisors, LLC
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October
13, 2010
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By:
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/s/ David Skriloff
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Title:
Managing Member
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DAVID
SKRILOFF
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October
13, 2010
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By:
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/s/ David Skriloff
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