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*
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* 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.
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