UNITED STATES
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. 4)*
180 CONNECT INC.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
682343108
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(CUSIP Number)
December 31, 2007
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
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
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Laurus Master Fund, Ltd.
98-0337673
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Cayman Islands
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,702,907*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,702,907*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,702,907
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 11.7%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): CO
--------------------------------------------------------------------------------
* Based on 23,012,092 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 Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007. As of December 31, 2007, Erato
Corporation, ("Erato"), Laurus Master Fund, Ltd. (the "Fund"), and Valens U.S.
SPV I, LLC ("Valens U.S, and together with Erato and the Fund the "Investors")
collectively hold (i) a warrant (the "July Warrant") to acquire 600,000 Shares,
of which 450,000 Shares are exercisable at an exercise price of $0.01 per Share,
and 150,000 Shares are exercisable at an exercise price of $3.00 per Share, each
subject to certain adjustments, (ii) a warrant (the "September Warrant" and
together with the July Warrant, the "Warrants") to acquire 250,000 Shares at an
exercise price of $3.00 per Share, subject to certain adjustments, and (iii)
2,702,907 Shares. The Warrants each contain 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"). The
Warrants each contain a restriction preventing the Investors from selling the
Shares underlying such warrants until July 2, 2008. Erato Corporation is a
wholly owned subsidiary of the Fund. The Fund is 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.
CUSIP No. 682343108
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Laurus Capital Management, LLC
13-4150669
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,702,907*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,702,907*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,702,907
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 11.7%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): OO
--------------------------------------------------------------------------------
* Based on 23,012,092 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 Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007. As of December 31, 2007, Erato
Corporation, ("Erato"), Laurus Master Fund, Ltd. (the "Fund"), and Valens U.S.
SPV I, LLC ("Valens U.S, and together with Erato and the Fund the "Investors")
collectively hold (i) a warrant (the "July Warrant") to acquire 600,000 Shares,
of which 450,000 Shares are exercisable at an exercise price of $0.01 per Share,
and 150,000 Shares are exercisable at an exercise price of $3.00 per Share, each
subject to certain adjustments, (ii) a warrant (the "September Warrant" and
together with the July Warrant, the "Warrants") to acquire 250,000 Shares at an
exercise price of $3.00 per Share, subject to certain adjustments, and (iii)
2,702,907 Shares. The Warrants each contain 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"). The
Warrants each contain a restriction preventing the Investors from selling the
Shares underlying such warrants until July 2, 2008. Erato Corporation is a
wholly owned subsidiary of the Fund. The Fund is 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.
CUSIP No. 682343108
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Erato Corporation
57-1237862
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,702,907*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,702,907*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,702,907
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 11.7%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): CO
--------------------------------------------------------------------------------
* Based on 23,012,092 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 Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007. As of December 31, 2007, Erato
Corporation, ("Erato"), Laurus Master Fund, Ltd. (the "Fund"), and Valens U.S.
SPV I, LLC ("Valens U.S, and together with Erato and the Fund the "Investors")
collectively hold (i) a warrant (the "July Warrant") to acquire 600,000 Shares,
of which 450,000 Shares are exercisable at an exercise price of $0.01 per Share,
and 150,000 Shares are exercisable at an exercise price of $3.00 per Share, each
subject to certain adjustments, (ii) a warrant (the "September Warrant" and
together with the July Warrant, the "Warrants") to acquire 250,000 Shares at an
exercise price of $3.00 per Share, subject to certain adjustments, and (iii)
2,702,907 Shares. The Warrants each contain 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"). The
Warrants each contain a restriction preventing the Investors from selling the
Shares underlying such warrants until July 2, 2008. Erato Corporation is a
wholly owned subsidiary of the Fund. The Fund is 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.
CUSIP No. 682343108
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Valens U.S. SPV I, LLC
20-8903266
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,702,907*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,702,907*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,702,907
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 11.7%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): OO
--------------------------------------------------------------------------------
* Based on 23,012,092 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 Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007. As of December 31, 2007, Erato
Corporation, ("Erato"), Laurus Master Fund, Ltd. (the "Fund"), and Valens U.S.
SPV I, LLC ("Valens U.S, and together with Erato and the Fund the "Investors")
collectively hold (i) a warrant (the "July Warrant") to acquire 600,000 Shares,
of which 450,000 Shares are exercisable at an exercise price of $0.01 per Share,
and 150,000 Shares are exercisable at an exercise price of $3.00 per Share, each
subject to certain adjustments, (ii) a warrant (the "September Warrant" and
together with the July Warrant, the "Warrants") to acquire 250,000 Shares at an
exercise price of $3.00 per Share, subject to certain adjustments, and (iii)
2,702,907 Shares. The Warrants each contain 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"). The
Warrants each contain a restriction preventing the Investors from selling the
Shares underlying such warrants until July 2, 2008. Erato Corporation is a
wholly owned subsidiary of the Fund. The Fund is 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.
CUSIP No. 682343108
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Valens Capital Management, LLC
20-8903345
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,702,907*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,702,907*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,702,907
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 11.7%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): OO
--------------------------------------------------------------------------------
* Based on 23,012,092 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 Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007. As of December 31, 2007, Erato
Corporation, ("Erato"), Laurus Master Fund, Ltd. (the "Fund"), and Valens U.S.
SPV I, LLC ("Valens U.S, and together with Erato and the Fund the "Investors")
collectively hold (i) a warrant (the "July Warrant") to acquire 600,000 Shares,
of which 450,000 Shares are exercisable at an exercise price of $0.01 per Share,
and 150,000 Shares are exercisable at an exercise price of $3.00 per Share, each
subject to certain adjustments, (ii) a warrant (the "September Warrant" and
together with the July Warrant, the "Warrants") to acquire 250,000 Shares at an
exercise price of $3.00 per Share, subject to certain adjustments, and (iii)
2,702,907 Shares. The Warrants each contain 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"). The
Warrants each contain a restriction preventing the Investors from selling the
Shares underlying such warrants until July 2, 2008. Erato Corporation is a
wholly owned subsidiary of the Fund. The Fund is 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.
CUSIP No. 682343108
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
David Grin
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Israel
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,702,907*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,702,907*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,702,907
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 11.7%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): IN
--------------------------------------------------------------------------------
* Based on 23,012,092 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 Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007. As of December 31, 2007, Erato
Corporation, ("Erato"), Laurus Master Fund, Ltd. (the "Fund"), and Valens U.S.
SPV I, LLC ("Valens U.S, and together with Erato and the Fund the "Investors")
collectively hold (i) a warrant (the "July Warrant") to acquire 600,000 Shares,
of which 450,000 Shares are exercisable at an exercise price of $0.01 per Share,
and 150,000 Shares are exercisable at an exercise price of $3.00 per Share, each
subject to certain adjustments, (ii) a warrant (the "September Warrant" and
together with the July Warrant, the "Warrants") to acquire 250,000 Shares at an
exercise price of $3.00 per Share, subject to certain adjustments, and (iii)
2,702,907 Shares. The Warrants each contain 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"). The
Warrants each contain a restriction preventing the Investors from selling the
Shares underlying such warrants until July 2, 2008. Erato Corporation is a
wholly owned subsidiary of the Fund. The Fund is 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.
CUSIP No. 682343108
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Eugene Grin
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: United States
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,702,907*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,702,907*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,702,907
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 11.7%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): IN
--------------------------------------------------------------------------------
* Based on 23,012,092 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 Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007. As of December 31, 2007, Erato
Corporation, ("Erato"), Laurus Master Fund, Ltd. (the "Fund"), and Valens U.S.
SPV I, LLC ("Valens U.S, and together with Erato and the Fund the "Investors")
collectively hold (i) a warrant (the "July Warrant") to acquire 600,000 Shares,
of which 450,000 Shares are exercisable at an exercise price of $0.01 per Share,
and 150,000 Shares are exercisable at an exercise price of $3.00 per Share, each
subject to certain adjustments, (ii) a warrant (the "September Warrant" and
together with the July Warrant, the "Warrants") to acquire 250,000 Shares at an
exercise price of $3.00 per Share, subject to certain adjustments, and (iii)
2,702,907 Shares. The Warrants each contain 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"). The
Warrants each contain a restriction preventing the Investors from selling the
Shares underlying such warrants until July 2, 2008. Erato Corporation is a
wholly owned subsidiary of the Fund. The Fund is 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.
CUSIP No. 682343108
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, as amended, 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. Erato Corporation is a
wholly owned subsidiary of Laurus Master Fund, Ltd. Laurus
Capital Management, LLC manages Laurus Master Fund, Ltd.
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 securities owned by Laurus Master
Fund, Ltd., Erato Corporation, and Valens U.S. SPV I, 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 , par value $0.0001 per
share("Common Stock")
Item 2(e). CUSIP No.: 682343108
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 2,702,907
(b) Percent of Class: 11.7%
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote 0*
(ii) shared power to vote or to direct the vote 2,702,907*
(iii) sole power to dispose or to direct the
disposition of 0*
(iv) shared power to dispose or to direct the
disposition of 2,702,907*
-------------------
* Based on 23,012,092 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 Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007. As of December 31, 2007, Erato
Corporation, ("Erato"), Laurus Master Fund, Ltd. (the "Fund"), and Valens U.S.
SPV I, LLC ("Valens U.S, and together with Erato and the Fund the "Investors")
collectively hold (i) a warrant (the "July Warrant") to acquire 600,000 Shares,
of which 450,000 Shares are exercisable at an exercise price of $0.01 per Share,
and 150,000 Shares are exercisable at an exercise price of $3.00 per Share, each
subject to certain adjustments, (ii) a warrant (the "September Warrant" and
together with the July Warrant, the "Warrants") to acquire 250,000 Shares at an
exercise price of $3.00 per Share, subject to certain adjustments, and (iii)
2,702,907 Shares. The Warrants each contain 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"). The
Warrants each contain a restriction preventing the Investors from selling the
Shares underlying such warrants until July 2, 2008. Erato Corporation is a
wholly owned subsidiary of the Fund. The Fund is 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.
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 the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person
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 that, 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.
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.
February 5, 2008
----------------
Date
LAURUS MASTER FUND, LTD.
By: /s/ Eugene Grin
-------------------------------
Name: Eugene Grin
Title: Director
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
CUSIP No. 682343108
APPENDIX A
A. Name: Laurus Capital Management, LLC, a Delaware limited
liability company
Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
B. Name: Erato Corporation, a Delaware corporation
Address: 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
Address: 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
Address: 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, as amended, to which this Appendix
A is attached is filed on behalf of each of them, respectively.
Laurus Capital Management, LLC
/s/ David Grin
-----------------------------------------
David Grin
Authorized Signatory
February 5, 2008
Erato Corporation
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
Chairman, President and Secretary
February 5, 2008
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
February 5, 2008
Valens Capital Management, LLC
/s/ David Grin
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David Grin
Authorized Signatory
February 5, 2008
/s/ David Grin
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David Grin
February 5, 2008
/s/ Eugene Grin
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Eugene Grin
February 5, 2008