SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(AMENDMENT NO. 3)*
180 CONNECT INC.
-----------------------------------
(Name of Issuer)
Common Stock, par value $0.0001 per share
----------------------------------------
(Title of Class of Securities)
682343108
---------
(CUSIP Number)
September 13, 2007
--------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1 (b)
|X| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
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).
CUSIP No. 682343108
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd.
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
Cayman Islands
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,758,407 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,758,407 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,758,407 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
15.61%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
---------------------------------
* Based on 23,220,892 shares of the common stock, par value $0.0001 per share
(the "Shares") outstanding of 180 Connect Inc., a Delaware corporation (the
"Company"), as disclosed in the Company's Post-Effective Amendment No.1 on Form
S-3 to Form S-4 Registration Statement filed September 12, 2007. As of September
4, 2007, Laurus Master Fund, Ltd. (the "Fund"), Erato Corporation ("Erato") and
Valens U.S. SPV I, LLC ("Valens U.S." and together with the Fund and Erato, the
"Investors"), held (i) a warrant (the "July Warrant") to acquire 600,000 Shares,
at an exercise price of $4.35 per Share, subject to certain adjustments, (ii) a
warrant (the "August Warrant" and together with the July Warrant, the
"Warrants") to acquire 250,000 Shares, at an exercise price of $4.01 per Share,
subject to certain adjustments, and (iii) 2,908,407 Shares. The July 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"). Erato Corporation is a
wholly owned subsidiary of the Fund. The Fund and Erato Corporation are managed
by Laurus Capital Management, LLC ("LCM"). Valens U.S. is 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 the Investors reported in this
Schedule 13G, as amended. THIS FILING IS TO CORRECT INFORMATION IN THE SCHEDULE
13G/A FILED BY LAURUS MASTER FUND, LTD. ON SEPTEMBER 19, 2007.
CUSIP No. 682343108
---------- ---------------------------------------------------------------------
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: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,758,407 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,758,407 shares of Common Stock. *
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,758,407 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
15.61%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
--------------------------------
* Based on 23,220,892 shares of the common stock, par value $0.0001 per share
(the "Shares") outstanding of 180 Connect Inc., a Delaware corporation (the
"Company"), as disclosed in the Company's Post-Effective Amendment No.1 on Form
S-3 to Form S-4 Registration Statement filed September 12, 2007. As of September
4, 2007, Laurus Master Fund, Ltd. (the "Fund"), Erato Corporation ("Erato") and
Valens U.S. SPV I, LLC ("Valens U.S." and together with the Fund and Erato, the
"Investors"), held (i) a warrant (the "July Warrant") to acquire 600,000 Shares,
at an exercise price of $4.35 per Share, subject to certain adjustments, (ii) a
warrant (the "August Warrant" and together with the July Warrant, the
"Warrants") to acquire 250,000 Shares, at an exercise price of $4.01 per Share,
subject to certain adjustments, and (iii) 2,908,407 Shares. The July 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"). Erato Corporation is a
wholly owned subsidiary of the Fund. The Fund and Erato Corporation are managed
by Laurus Capital Management, LLC ("LCM"). Valens U.S. is 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 the Investors reported in this
Schedule 13G, as amended. THIS FILING IS TO CORRECT INFORMATION IN THE SCHEDULE
13G/A FILED BY LAURUS MASTER FUND, LTD. ON SEPTEMBER 19, 2007.
CUSIP No. 682343108
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Erato Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 57-1237862
--------- ----------------------------------------------------------------------
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: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,758,407 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,758,407 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,758,407 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
15.61%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
--------------------------------
* Based on 23,220,892 shares of the common stock, par value $0.0001 per share
(the "Shares") outstanding of 180 Connect Inc., a Delaware corporation (the
"Company"), as disclosed in the Company's Post-Effective Amendment No.1 on Form
S-3 to Form S-4 Registration Statement filed September 12, 2007. As of September
4, 2007, Laurus Master Fund, Ltd. (the "Fund"), Erato Corporation ("Erato") and
Valens U.S. SPV I, LLC ("Valens U.S." and together with the Fund and Erato, the
"Investors"), held (i) a warrant (the "July Warrant") to acquire 600,000 Shares,
at an exercise price of $4.35 per Share, subject to certain adjustments, (ii) a
warrant (the "August Warrant" and together with the July Warrant, the
"Warrants") to acquire 250,000 Shares, at an exercise price of $4.01 per Share,
subject to certain adjustments, and (iii) 2,908,407 Shares. The July 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"). Erato Corporation is a
wholly owned subsidiary of the Fund. The Fund and Erato Corporation are managed
by Laurus Capital Management, LLC ("LCM"). Valens U.S. is 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 the Investors reported in this
Schedule 13G, as amended. THIS FILING IS TO CORRECT INFORMATION IN THE SCHEDULE
13G/A FILED BY LAURUS MASTER FUND, LTD. ON SEPTEMBER 19, 2007.
CUSIP No. 682343108
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC
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
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,758,407 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,758,407 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,758,407 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
15.61%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------- ----------------------------------------------------------------------
---------------------------------
* Based on 23,220,892 shares of the common stock, par value $0.0001 per share
(the "Shares") outstanding of 180 Connect Inc., a Delaware corporation (the
"Company"), as disclosed in the Company's Post-Effective Amendment No.1 on Form
S-3 to Form S-4 Registration Statement filed September 12, 2007. As of September
4, 2007, Laurus Master Fund, Ltd. (the "Fund"), Erato Corporation ("Erato") and
Valens U.S. SPV I, LLC ("Valens U.S." and together with the Fund and Erato, the
"Investors"), held (i) a warrant (the "July Warrant") to acquire 600,000 Shares,
at an exercise price of $4.35 per Share, subject to certain adjustments, (ii) a
warrant (the "August Warrant" and together with the July Warrant, the
"Warrants") to acquire 250,000 Shares, at an exercise price of $4.01 per Share,
subject to certain adjustments, and (iii) 2,908,407 Shares. The July 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"). Erato Corporation is a
wholly owned subsidiary of the Fund. The Fund and Erato Corporation are managed
by Laurus Capital Management, LLC ("LCM"). Valens U.S. is 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 the Investors reported in this
Schedule 13G, as amended. THIS FILING IS TO CORRECT INFORMATION IN THE SCHEDULE
13G/A FILED BY LAURUS MASTER FUND, LTD. ON SEPTEMBER 19, 2007.
CUSIP No. 682343108
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Capital Management, LLC
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
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,758,407 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,758,407 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,758,407 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
15.61%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------- ----------------------------------------------------------------------
---------------------------------
* Based on 23,220,892 shares of the common stock, par value $0.0001 per share
(the "Shares") outstanding of 180 Connect Inc., a Delaware corporation (the
"Company"), as disclosed in the Company's Post-Effective Amendment No.1 on Form
S-3 to Form S-4 Registration Statement filed September 12, 2007. As of September
4, 2007, Laurus Master Fund, Ltd. (the "Fund"), Erato Corporation ("Erato") and
Valens U.S. SPV I, LLC ("Valens U.S." and together with the Fund and Erato, the
"Investors"), held (i) a warrant (the "July Warrant") to acquire 600,000 Shares,
at an exercise price of $4.35 per Share, subject to certain adjustments, (ii) a
warrant (the "August Warrant" and together with the July Warrant, the
"Warrants") to acquire 250,000 Shares, at an exercise price of $4.01 per Share,
subject to certain adjustments, and (iii) 2,908,407 Shares. The July 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"). Erato Corporation is a
wholly owned subsidiary of the Fund. The Fund and Erato Corporation are managed
by Laurus Capital Management, LLC ("LCM"). Valens U.S. is 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 the Investors reported in this
Schedule 13G, as amended. THIS FILING IS TO CORRECT INFORMATION IN THE SCHEDULE
13G/A FILED BY LAURUS MASTER FUND, LTD. ON SEPTEMBER 19, 2007.
CUSIP No. 682343108
---------- ---------------------------------------------------------------------
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: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,758,407 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,758,407 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,758,407 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
15.61%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------- ----------------------------------------------------------------------
--------------------------------
* Based on 23,220,892 shares of the common stock, par value $0.0001 per share
(the "Shares") outstanding of 180 Connect Inc., a Delaware corporation (the
"Company"), as disclosed in the Company's Post-Effective Amendment No.1 on Form
S-3 to Form S-4 Registration Statement filed September 12, 2007. As of September
4, 2007, Laurus Master Fund, Ltd. (the "Fund"), Erato Corporation ("Erato") and
Valens U.S. SPV I, LLC ("Valens U.S." and together with the Fund and Erato, the
"Investors"), held (i) a warrant (the "July Warrant") to acquire 600,000 Shares,
at an exercise price of $4.35 per Share, subject to certain adjustments, (ii) a
warrant (the "August Warrant" and together with the July Warrant, the
"Warrants") to acquire 250,000 Shares, at an exercise price of $4.01 per Share,
subject to certain adjustments, and (iii) 2,908,407 Shares. The July 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"). Erato Corporation is a
wholly owned subsidiary of the Fund. The Fund and Erato Corporation are managed
by Laurus Capital Management, LLC ("LCM"). Valens U.S. is 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 the Investors reported in this
Schedule 13G, as amended. THIS FILING IS TO CORRECT INFORMATION IN THE SCHEDULE
13G/A FILED BY LAURUS MASTER FUND, LTD. ON SEPTEMBER 19, 2007.
CUSIP No. 682343108
--------- ----------------------------------------------------------------------
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: 0 shares of Common Stock.*
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,758,407 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,758,407 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,758,407 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
15.61%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------- ----------------------------------------------------------------------
--------------------------------
* Based on 23,220,892 shares of the common stock, par value $0.0001 per share
(the "Shares") outstanding of 180 Connect Inc., a Delaware corporation (the
"Company"), as disclosed in the Company's Post-Effective Amendment No.1 on Form
S-3 to Form S-4 Registration Statement filed September 12, 2007. As of September
4, 2007, Laurus Master Fund, Ltd. (the "Fund"), Erato Corporation ("Erato") and
Valens U.S. SPV I, LLC ("Valens U.S." and together with the Fund and Erato, the
"Investors"), held (i) a warrant (the "July Warrant") to acquire 600,000 Shares,
at an exercise price of $4.35 per Share, subject to certain adjustments, (ii) a
warrant (the "August Warrant" and together with the July Warrant, the
"Warrants") to acquire 250,000 Shares, at an exercise price of $4.01 per Share,
subject to certain adjustments, and (iii) 2,908,407 Shares. The July 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"). Erato Corporation is a
wholly owned subsidiary of the Fund. The Fund and Erato Corporation are managed
by Laurus Capital Management, LLC ("LCM"). Valens U.S. is 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 the Investors reported in this
Schedule 13G, as amended. THIS FILING IS TO CORRECT INFORMATION IN THE SCHEDULE
13G/A FILED BY LAURUS MASTER FUND, LTD. ON SEPTEMBER 19, 2007.
CUSIP No. 682343108
THIS FILING IS TO CORRECT INFORMATION IN THE PRIOR AMENDMENT.
Item 1(a). Name of Issuer: 180 Connect Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
6501 E. Belleview Avenue
Englewood, Colorado 80111
Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd.
This Schedule 13G is also filed on behalf of Laurus Capital
Management, LLC, a Delaware limited liability company, Erato
Corporation, a Delaware corporation, 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.
Laurus Capital Management, LLC manages Laurus Master Fund, Ltd. and
the fund's wholly owned subsidiary, Erato Corporation. Valens
Capital Management, LLC manages Valens U.S. SPV I. Eugene Grin and
David Grin, through other entities, are the controlling principals
of Laurus Capital Management, LLC and Valens Capital Management, LLC
and share voting and investment power over the shares owned by
Laurus Master Fund, Ltd., Erato Corporation, Valens U.S. SPV I, LLC
and Valens Capital Management, LLC. Information related to each of
Laurus Capital Management, LLC, Erato Corporation, Valens U.S. SPV
I, LLC, 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 ("Common Stock")
Item 2(e). CUSIP Number: 682343108
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 3,758,407 shares of Common Stock
(b) Percent of Class: 15.61%
(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: 3,758,407 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:
3,758,407 shares of Common Stock. *
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 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 23,220,892 shares of the common stock, par value $0.0001 per share
(the "Shares") outstanding of 180 Connect Inc., a Delaware corporation (the
"Company"), as disclosed in the Company's Post-Effective Amendment No.1 on Form
S-3 to Form S-4 Registration Statement filed September 12, 2007. As of September
4, 2007, Laurus Master Fund, Ltd. (the "Fund"), Erato Corporation ("Erato") and
Valens U.S. SPV I, LLC ("Valens U.S." and together with the Fund and Erato, the
"Investors"), held (i) a warrant (the "July Warrant") to acquire 600,000 Shares,
at an exercise price of $4.35 per Share, subject to certain adjustments, (ii) a
warrant (the "August Warrant" and together with the July Warrant, the
"Warrants") to acquire 250,000 Shares, at an exercise price of $4.01 per Share,
subject to certain adjustments, and (iii) 2,908,407 Shares. The July 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"). Erato Corporation is a
wholly owned subsidiary of the Fund. The Fund and Erato Corporation are managed
by Laurus Capital Management, LLC ("LCM"). Valens U.S. is 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 the Investors reported in this
Schedule 13G, as amended. THIS FILING IS TO CORRECT INFORMATION IN THE SCHEDULE
13G/A FILED BY LAURUS MASTER FUND, LTD. ON SEPTEMBER 19, 2007.
CUSIP No. 682343108
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.
October 8, 2007
----------------
Date
/s/ Eugene Grin
----------------
Eugene Grin
Director
CUSIP No. 682343108
APPENDIX A
A. Name: Laurus Capital Management, LLC, a Delaware limited
liability company 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
B. Name: Erato Corporation, a Delaware corporation
c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
C. Name: Valens U.S. SPV I, LLC, a Delaware limited liability
company c/o Valens Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
D. Name: Valens Capital Management, LLC, a Delaware limited
liability company 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
E. Name: David Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal Director of Laurus Master Fund, Ltd.
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: Israel
F. Name: Eugene Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal Director of Laurus Master Fund, Ltd.
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: United States
CUSIP No. 682343108
Each of Laurus Capital Management, LLC, Erato Corporation, Valens U.S. SPV I,
LLC, Valens Capital Management, LLC, Eugene Grin and David Grin hereby agree, by
their execution below, that the Schedule 13G to which this Appendix A is
attached is filed on behalf of each of them, respectively.
Laurus Capital Management, LLC
/s/ David Grin
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David Grin
Authorized Signatory
October 8, 2007
Erato Corporation
/s/ Eugene Grin
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Eugene Grin
Chairman, President and Secretary
October 8, 2007
Valens U.S. SPV I, LLC
By Valens Capital Management, LLC, its investment manager
/s/ David Grin
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David Grin
Authorized Signatory
October 8, 2007
Valens Capital Management, LLC
/s/ David Grin
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David Grin
Authorized Signatory
October 8, 2007
/s/ David Grin
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David Grin
October 8, 2007
/s/ Eugene Grin
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Eugene Grin
October 8, 2007