EP Medsystems Inc - Statement of Ownership (SC 13G)
July 02 2008 - 2:11PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ( ))*
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EP Medsystems Inc.
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(Name of
Issuer)
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COMMON STOCK
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(Title of
Class of Securities)
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26881P103
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(CUSIP
Number)
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JUNE 25, 2008
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(Date of
Event Which Requires Filing of This Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
£
Rule 13d-1(b)
Q
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).
Persons who respond to the collection of
information contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
Page 1of 8 pages
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1
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NAMES OF REPORTING PERSONS
MMCAP
INTERNATIONAL INC. SPC
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
£
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(b)
£
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3
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SEC
USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,149,480
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,149,480
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,149,480
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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£
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.0694%
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1
2
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Page 2 of 8 pages
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1
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NAMES OF REPORTING PERSONS
MM ASSET
MANAGEMENT INC.
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
£
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(b)
£
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3
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SEC
USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ontario, Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,149,480
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,149,480
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,149,480
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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£
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.0694%
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1
2
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Page 3 of 8 pages
Item 1.
(a)
Name of Issuer
EP Medsystems Inc.
(b)
Address of Issuer’s Principal Executive
Offices
100 Stierli Court, Suite 107, Mount
Arlington, NJ 07856
Item 2.
(a)
Name of Person Filing
MMCAP International Inc. SPC
(1)
P.O. Box 32021 SMB, Admiral Financial Centre
90 Fort Street, Grand
Cayman, Cayman Islands KY1-1208
MM Asset Management Inc.
120 Adelaide Street West
Suite 2601, Box 35
Toronto, Ontario
Canada M5H 1T1
(b)
Address of Principal Business Office or,
if none, Residence
See Item 2(a)
(c)
Citizenship
See Item 2(a)
(d)
Title of Class of Securities
Common Stock
(e)
CUSIP Number
26881P103
Item 3.
If the statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
£
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c);
(b)
£
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
£
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
£
Investment company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8);
(e)
£
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
£
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
£
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
£
A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i)
£
A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
£
Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
(1)
MMCAP International
Inc. SPC is a fund that is managed by MM Asset Management Inc.
Page 4 of 8 pages
Item 4.
Ownership.
1.
MMCAP International Inc. SPC
(a)
Amount beneficially owned:
2,149,480
.
(b)
Percent of class:
7.0694%
.
(c)
Number of shares as to which the person
has:
(i)
Sole power to vote or to direct the vote
0
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(ii)
Shared power to vote or to direct the vote
2,149,480
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(iii)
Sole power to dispose or to direct the disposition of
0
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(iv)
Shared power to dispose or to direct the disposition of
2,149,480
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2.
MM Asset Management Inc.
(a)
Amount beneficially owned:
2,149,480
.
(b)
Percent of class:
7.0694%
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(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
2,149,480
.
(iii)
Sole power to dispose or to direct the disposition of
0
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(iv)
Shared power to dispose or to direct the disposition of
2,149,480
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Item 5.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check the
following.
£
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.
Not applicable
Page 5 of 8 pages
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.
Page 6 of 8 pages
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.
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June 30
, 2008
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Date
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MMCAP International
Inc. SPC
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By: /s/ Lawrence Leonard
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Name/Title:
Lawrence Leonard
for Admiral Administration Ltd.
Corporate Secretary
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MM Asset Management Inc.
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By: /s/ Matthew MacIsaac
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Name/Title:
Matthew
MacIsaac
Secretary
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The original
statement shall be signed by each person on whose behalf the statement is filed
or his authorized representative. If the statement is signed on behalf of a
person by his authorized representative other than an executive officer or
general partner of the filing person, evidence of the representative’s authority
to sign on behalf of such person shall be filed with the statement, provided
however, that a power of attorney for this purpose which is already on file with
the Commission may be incorporated by reference. The name and any title of each
person who signs the statement shall be typed or printed beneath his signature.
NOTE:
Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all
exhibits. See § 240.13d-7 for other parties for whom copies are to be sent.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
Page 7 of 8 pages
EXHIBIT 1
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: June 30, 2008
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MMCAP International
Inc. SPC
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By: /s/ Lawrence Leonard
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Name/Title:
Lawrence Leonard
for Admiral Administration Ltd.
Corporate Secretary
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MM Asset Management Inc.
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By: /s/ Matthew MacIsaac
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Name/Title:
Matthew
MacIsaac
Secretary
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Page 8 of 8 pages
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