SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Zanett Opportunity Fund, Ltd.

(Last) (First) (Middle)
C/O APPLEBY SPURLING, CANON'S COURT
22 VICTORIA ST. PO BOX HM 1179

(Street)
HAMILTON D0 HM 1179

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD. [ IEVM.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 08/21/2012 J4(1) 491,690 A $0.0687(2) 9,681,613 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
8% Convertible Debenture $0.1 08/21/2012 4H(4) $376,125 07/07/2011 (5) Common Stock 3,761,250 (6)(7) $0 D(3)
8% Convertible Secured Promissory Note(8) $0.1 08/21/2012 4H $100,000 09/23/2011 (9) Common Stock 1,000,000 (6)(7) $0 D(3)
8% Convertible Debenture $0.1 08/21/2012 4P $476,125 08/21/2012 (10) Common Stock 4,761,250 (6)(7) $476,125 D(3)
1. Name and Address of Reporting Person*
Zanett Opportunity Fund, Ltd.

(Last) (First) (Middle)
C/O APPLEBY SPURLING, CANON'S COURT
22 VICTORIA ST. PO BOX HM 1179

(Street)
HAMILTON D0 HM 1179

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
McAdoo Capital, Inc.

(Last) (First) (Middle)
635 MADISON AVENUE
15TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
McAdoo Zachary

(Last) (First) (Middle)
C/O MCADOO CAPITAL, INC.
635 MADISON AVENUE, 15TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On August 21, 2012, the issuer issued 491,690 shares of its common stock to Zanett Opportunity Fund, Ltd. (the "Fund") as payment of $33,800 of accrued interest due on the 8% convertible debenture, in the principal amount of $376,125, issued to the Fund on July 7, 2011 (the "Zanett July 2011 Debenture") for the period commencing July 7, 2011 through August 21, 2012.
2. The number of shares of the issuer's common stock issued as payment of the accrued interest was calculated based on the market price of the issuer's common stock ($0.07 per share for the period commencing July 7, 2011 through July 6, 2012 and $0.06 per share for the period commencing July 7, 2012 through August 21, 2012) as defined in the Zanett July 2011 Debenture. The reported price represents the amount of accrued interest ($33,800) divided by the amount of common stock issued as payment of the interest (491,690).
3. The Fund owns the reported securities directly. McAdoo Capital, Inc. ("McAdoo Capital") may be deemed to have an indirect interest in these securities as investment manager of the Fund. Zachary McAdoo may be deemed to have an indirect interest in these securities in his capacity as President and owner of McAdoo Capital. Both McAdoo Capital and Mr. McAdoo disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the reporting of these securities by them shall not be deemed to be an admission that McAdoo Capital or Mr. McAdoo have beneficial ownership of such securities for purposes of Section 16 of the Exchange Act of 1934, or for any other purposes.
4. This derivative security was the Zanett July 2011 Debenture referenced in footnote 1; in addition to a long derivative position, its terms contained provisions whereby the issuer had the option to convert the Fund's debenture into common stock that were conditioned on certain events that were inapplicable as of the date of cancellation.
5. The terms of the Zanett July 2011 Debenture allowed the Fund to convert the debenture at any time to common stock of the issuer at $0.10 per share; if converted, the Fund would have received 3,761,250 additional shares.
6. The three transactions reported in Table II above involved the refinancing of outstanding debt by means of cancelling the Zanett July 2011 Debenture and the 8% convertible secured promissory note, in the principal amount of $100,000, issued to the Fund on September 23, 2011 (the "Secured Note") and issuing an 8% Convertible Debenture on August 21, 2012, for the same aggregate amount of $476,125 (the "Zanett Debenture").
7. The Zanett Debenture has a three-year term maturing on August 21, 2015 and bears interest at a rate of 8% per annum. Interest is payable in annual installments in cash or, at the option of the issuer, in shares of the issuer's common stock. The entire principal amount of the Zanett Debenture is convertible at any time into shares of the issuer's common stock at the option of the holder at a conversion price of $0.10 per share. In addition, at the option of the issuer, the entire principal amount of the Zanett Debenture is convertible into shares of the issuer's common stock at $0.10 per share upon the occurrence of the merger or acquisition of the issuer or if the average closing price of the issuer's common stock for any period of ten consecutive trading days is greater than or equal to $0.15 per share. An aggregate of 4,761,250 shares of the issuer's common stock can be issued pursuant to the Zanett Debenture at the conversion price of $0.10 per share.
8. This derivative security was the Secured Note referenced in footnote 6; it was reported as an "8% Convertible Debenture" on the Form 4 filed for its purchase on October 3, 2011.
9. The terms of the Secured Note allowed the Fund to convert the debenture at any time to common stock of the issuer at $0.10 per share; if converted, the Fund would have received 1,000,000 additional shares.
10. This derivative security is the Zanett Debenture referenced in footnote 6. The Fund may convert the Zanett Debenture at any time to common stock of the issuer at $0.10 per share; if converted, the Fund will receive 4,761,250 additional shares. The Zanett Debenture matures on August 21, 2015, however, in the event that the Zanett Debenture is not repaid, it remains exercisable.
/s/ Zachary McAdoo, President, McAdoo Capital, Inc., Investment Manager of Zanett Opportunity Fund, Ltd. 02/14/2013
/s/ Zachary McAdoo, President, McAdoo Capital, Inc. 02/14/2013
/s/ Zachary McAdoo 02/14/2013
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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