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 Offshore SPV I, Ltd., a Cayman Islands limited
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 and Valens Offshore SPV I, Ltd. 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, Valens Offshore SPV I, Ltd.
and Valens U.S. SPV I, LLC reported in this Schedule 13G, as
amended. Information related to each of Laurus Capital
Management, LLC, Erato Corporation, Valens U.S. SPV I, LLC,
Valens Offshore SPV I, Ltd., 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: 850,000
(b) Percent of Class: 3.6%
(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 850,000*
(iii) sole power to dispose or to direct the
disposition of 0*
(iv) shared power to dispose or to direct the
disposition of 850,000*
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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 January 23, 2008, Erato
Corporation ("Erato"), Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I,
LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I", and together
with Erato, the Fund, and Valens U.S., the "Investors") collectively held (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, and (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. 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. and VOFF
SPV I are 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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