13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HGEPdslRZcpLMM7CQeLNW0QmQdAWUblzeeBjK0CwZGi34wAb7mTZUWd6mVVdoDwO C+G6dQATN+blMAIk+Rbt1w== 0001193125-03-042186.txt : 20030826 0001193125-03-042186.hdr.sgml : 20030826 20030826165345 ACCESSION NUMBER: 0001193125-03-042186 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030826 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRYPHON MASTER FUND LP CENTRAL INDEX KEY: 0001194508 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 500 CRESCENT COURT SUITE 270 CITY: DALLAS STATE: TX ZIP: 75201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AXIOM PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001113643 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752853946 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79182 FILM NUMBER: 03867010 BUSINESS ADDRESS: STREET 1: US REPRESENTATIVE OFFICE STREET 2: 8324 DELGANY AVENUE CITY: PLAYA DEL REY STATE: CA ZIP: 90293 BUSINESS PHONE: 3103017728 MAIL ADDRESS: STREET 1: US REPRESENTATIVE OFFICE STREET 2: 8324 DELGANY AVENUE CITY: PLAYA DEL REY STATE: CA ZIP: 90293 FORMER COMPANY: FORMER CONFORMED NAME: WICKLIFFE INTERNATIONAL CORP DATE OF NAME CHANGE: 20010511 FORMER COMPANY: FORMER CONFORMED NAME: WHOLE SALE ON THE NET INC DATE OF NAME CHANGE: 20000505 SC 13G 1 dsc13g.htm 13G 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. )*

AXIOM PHARMACEUTICALS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

68274Y101

(CUSIP Number)

AUGUST 21, 2003

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

* The remainder of this cover page shall be filed 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 (the “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.: 68274Y101

13G

Page 1 of 4

1)	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only):

	Gryphon Master Fund, L.P.

2)	Check the Appropriate Box if a Member of a Group (See Instructions):

	(a) ¨
	(b) ¨

3)	SEC Use Only

4)	Citizenship or Place of Organization:

	Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With	5)	Sole Voting Power: 1,465,000⁽¹⁾
	6)	Shared Voting Power: 0
	7)	Sole Dispositive Power: 1,465,000⁽¹⁾
	8)	Shared Dispositive Power: 0

9)	Aggregate Amount Beneficially Owned by Each Reporting Person:

	1,465,000⁽¹⁾

10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): ¨

11)	Percent of Class Represented by Amount in Row (9):

	9.9%. This percentage is based upon 14,651,680 shares of Common Stock outstanding as of August 21, 2003.

12)	Type of Reporting Person (See Instructions):

	PN

(1)

This Schedule 13G filing includes 1,000,000 shares of the Issuer’s Series A Convertible Preferred Stock and 1,000,000 warrants to purchase shares of the Issuer’s Common Stock, which by reason of conversion or exercise rights result in the holdings reported herein.

CUSIP No.: 68274Y101

13G

Page 2 of 4

Item 1(a). Name of Issuer:

Axiom Pharmaceuticals, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

8324 Delgany Avenue, Playa del Rey, California 90293

Item 2(a). Name of Person Filing:

Gryphon Master Fund, L.P.

Item 2(b). Address of Principal Business Office or, if none, Residence:

500 Crescent Court, Suite 270, Dallas, Texas 75201

Item 2(c). Citizenship:

Bermuda

Item 2(d). Title of Class of Securities:

Common Stock, $.001 par value

Item 2(e). CUSIP Number:

68274Y101

CUSIP No.: 68274Y101

13G

Page 3 of 4

Item

3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(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; or
(j)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Not applicable.

Item 4. Ownership:

(a) Amount beneficially owned: 1,465,000 shares of Common Stock, which includes 1,000,000 shares of the Issuer’s Series A Convertible Preferred Stock and 1,000,000 warrants to purchase shares of the Issuer’s Common Stock, which by reason of conversion or exercise rights result in the holdings reported herein.

(b) Percent of class: 9.9%. This percentage is based upon 14,651,680 shares of Common Stock outstanding as of August 21, 2003.

(i) Sole power to vote or to direct the vote: 1,465,000 shares of Common Stock, subject to the explanation set forth in Item 4(a) above.

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 1,465,000 shares of Common Stock, subject to the explanation set forth in Item 4(a) above.

(iv) Shared power to dispose or to direct the disposition of: 0

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 5 percent of the class of securities, check the following ¨.

CUSIP No.: 68274Y101

13G

Page 4 of 4

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. Certifications:

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.

SIGNATURES

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.

Dated: August 26, 2003	GRYPHON MASTER FUND, L.P.

	By:	Gryphon Partners, L.P.,
		its General Partner

		By:	Gryphon Management Partners, L.P.,
			its General Partner

			By:	Gryphon Advisors, LLC,
				its General Partner

				By:	/s/ Warren W. Garden
					Warren W. Garden,
					Authorized Agent

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