-----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, Vx6hs9kTY9hDEoeTF8vgVqRfL8vuBI/f1w/27Shxi/47KetdxLqjne889K/EHoqP kr0CPYxJxDLTSX7LTxwysA== 0001144204-08-009349.txt : 20080214 0001144204-08-009349.hdr.sgml : 20080214 20080214150935 ACCESSION NUMBER: 0001144204-08-009349 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: DAVID F. FIRESTONE GROUP MEMBERS: MERCATOR MOMENTUM FUND III, L.P. GROUP MEMBERS: MERCATOR MOMENTUM FUND, L.P. GROUP MEMBERS: MONARCH POINTE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRESIDION CORP CENTRAL INDEX KEY: 0001123130 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 650832987 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78942 FILM NUMBER: 08614104 BUSINESS ADDRESS: STREET 1: 755 WEST BIG BEAVER ROAD STREET 2: SUITE 1700 CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 248-269-9600 MAIL ADDRESS: STREET 1: 755 WEST BIG BEAVER ROAD STREET 2: SUITE 1700 CITY: TROY STATE: MI ZIP: 48084 FORMER COMPANY: FORMER CONFORMED NAME: MEDIABUS NETWORKS INC DATE OF NAME CHANGE: 20020214 FORMER COMPANY: FORMER CONFORMED NAME: BY&C MANAGEMENT INC DATE OF NAME CHANGE: 20000831 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: M.A.G. Capital, LLC CENTRAL INDEX KEY: 0001218181 IRS NUMBER: 300021359 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 555 S. FLOWER ST. STREET 2: SUITE 4500 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2135338288 MAIL ADDRESS: STREET 1: 555 SOUTH FLOWER ST. STREET 2: SUITE 4500 CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER COMPANY: FORMER CONFORMED NAME: MERCATOR ADVISORY GROUP LLC DATE OF NAME CHANGE: 20030210 SC 13D/A 1 v103501_sc13d-a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
 
PRESIDION CORPORATION
(Name of Issuer)
 
(Title of Class of Securities)
 
58446 W 10 9
(CUSIP Number)
 
555 South Flower Street, Suite 4200
Los Angeles, CA 90071
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
December 22, 2007
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d- l(e), 240.13d-l(f) or 240.13d- l(g), check the following box.
 
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 to whom copies are to be sent.
 
* 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 disclosures provided in a prior cover page.
 
The information required on 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).
 

 
CUSIP No.  58446 W 10 9
 
  1.
Names of Reporting Persons I.R.S.
Identification Nos. of above persons [entities only]
         
        
Mercator Momentum Fund, L.P.
     
  2.
Check The Appropriate Box iIf a Member of a Group (See Instructions)
    (a) o
       (b) x    
         
   3.
SEC Use Only
   
         
   4.
Source of Funds (See Instructions)
OO
     
   5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
     
   6.
Citizenship or Place of Organization                 California
             
       
Number of
7.
Sole Voting Power
0
Shares
   
 Benefically 
8.
Shared Voting Power
12,800,000
Qwned by each  
   
Reporting 
8.
Sole Dispositive Power
0
person with
      
       
    
10.
Shared Dispositive Power
12,800,000
         
   11.
Aggregate Amount Beneficially Owned by Each Reporting Person
12,800,000
         
   12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
         
   13.
Percent of Class Represented by Amount in Row (11)
9.6%
         
   14.
Type Of Reporting Person (See Instructions) 
   
PN        
       
      
       
        
 
2 of 9

 
CUSIP No.  58446 W 10 9
 
  1.
Names of Reporting Persons I.R.S.
Identification Nos. of above persons [entities only]
         
        
Mercator Momentum Fund III, L.P.
     
  2.
Check The Appropriate Box iIf a Member of a Group (See Instructions)
    (a) o
           (b) x      
         
     3.
SEC Use Only
     
         
   4.
Source of Funds (See Instructions)
WC
     
   5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
     
   6.
Citizenship or Place of Organization                 California
                     
       
Number of
7.
Sole Voting Power
0
Shares
   
 Benefically 
8.
Shared Voting Power
0
Qwned by each  
   
Reporting 
8.
Sole Dispositive Power
0
person with
      
            
      
10.
Shared Dispositive Power
0
         
    11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
         
    12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
         
    13.
Percent of Class Represented by Amount in Row (11)
0%
         
    14.
Type Of Reporting Person (See Instructions) 
   
PN        
         
        
         
          
 
3 of 9

 
CUSIP No.  58446 W 10 9
 
  1.
Names of Reporting Persons I.R.S.
Identification Nos. of above persons [entities only]
         
            
Monarch Pointe Fund, Ltd.
     
  2.
Check The Appropriate Box iIf a Member of a Group (See Instructions)
    (a) o
         (b) x      
         
     3.
SEC Use Only
   
         
   4.
Source of Funds (See Instructions)
WC
     
   5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
     
   6.
Citizenship or Place of Organization            British Virgin Islands    
                      
       
Number of
7.
Sole Voting Power
0
Shares
   
 Benefically 
8.
Shared Voting Power
13,315,000 (1)
Qwned by each  
   
Reporting 
8.
Sole Dispositive Power
0
person with
      
         
    
10.
Shared Dispositive Power
13,315,000 (1)
         
     11.
Aggregate Amount Beneficially Owned by Each Reporting Person
13,315,000 (1)
         
     12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
         
     13.
Percent of Class Represented by Amount in Row (11)
9.9%
         
     14.
Type Of Reporting Person (See Instructions) 
   
CO    
         
        
         
          
      
(1) The terms of the Series B Preferred Stock do not permit the holder to convert the Series B shares if it would cause any of Mercator Momentum, Mercator Momentum III, Focus Fund, MPF or MAG to beneficially own more than 9.99% of the Issuer’s outstanding common stock. Since MAG beneficially owns 9.99% of the Issuer’s common stock with the 13,315,000 shares of common stock issuable upon the conversion of the Series B Shares, the remaining 15,085,000 shares of common stock issuable upon conversion of the Series B Shares have not been included here.
 
4 of 9

 
CUSIP No.  58446 W 10 9
 
  1.
Names of Reporting Persons I.R.S.
Identification Nos. of above persons [entities only]
         
         
M.A.G. Capital, LLC
     
  2.
Check The Appropriate Box iIf a Member of a Group (See Instructions)
    (a) o
        (b) x      
         
    3.
SEC Use Only
     
         
    4.
Source of Funds (See Instructions)
AF
     
    5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
     
   6.
Citizenship or Place of Organization            California
                 
       
Number of
7.
Sole Voting Power
0
Shares
   
 Benefically 
8.
Shared Voting Power
13,429,167 (1)
Qwned by each  
   
Reporting 
8.
Sole Dispositive Power
0
person with
      
         
     
10.
Shared Dispositive Power
13,429,167(1)
       
    11.
Aggregate Amount Beneficially Owned by Each Reporting Person
13,429,167(1)
         
    12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
         
    13.
Percent of Class Represented by Amount in Row (11)
10.0%
         
    14.
Type Of Reporting Person (See Instructions) 
   
IA
         
        
         
          
(1) The terms of the Series B Preferred Stock to convert Series B Shares do not permit those shares to be converted if, following the conversion, any of Mercator Momentum, Mercator Momentum III, Focus Fund, MPF or MAG would beneficially own more than 9.99% of the Issuer’s outstanding common stock. Since MAG beneficially owns 9.99%, only 13,315,000 shares of common stock issuable upon conversion of the Series B Preferred Stock have been included here.
 
5 of 9

 
CUSIP No.  58446 W 10 9
 
  1.
Names of Reporting Persons I.R.S.
Identification Nos. of above persons [entities only]
         
          
David F. Firestone
     
  2.
Check The Appropriate Box iIf a Member of a Group (See Instructions)
    (a) o
         (b) x      
         
     3.
SEC Use Only
     
         
     4.
Source of Funds (See Instructions)
AF
     
     5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
     
     6.
Citizenship or Place of Organization            USA
                 
       
Number of
7.
Sole Voting Power
581,143
Shares
 
 Benefically 
8.
Shared Voting Power
13,429,167 (1)
Qwned by each  
   
Reporting 
8.
Sole Dispositive Power
581,143
person with
      
         
     
10.
Shared Dispositive Power
13,429,167 (1)
       
    11.
Aggregate Amount Beneficially Owned by Each Reporting Person
14,010,310 (1)
         
    12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
         
    13.
Percent of Class Represented by Amount in Row (11)
10.4%
         
    14.
Type Of Reporting Person (See Instructions) 
   
IN
          
         
         
           
(1) The terms of the Series B Preferred Stock to convert Series B Shares do not permit those shares to be converted if, following the conversion, any of Mercator Momentum, Mercator Momentum III, Focus Fund, MPF or MAG would beneficially own more than 9.99% of the Issuer’s outstanding common stock. Since MAG beneficially owns 9.99%, only 13,315,000 shares of common stock issuable upon conversion of the Series B Preferred Stock have been included here.
 
6 of 9

INTRODUCTION

This Amendment No. 3 to Schedule 13D (the “Amendment”) amends and supplements the Schedule 13D filed with the Securities Exchange Commission on March 27, 2003 (as amended, the “Statement”) by Mercator Momentum Fund, L.P. (“Momentum Fund”), Mercator Momentum Fund III, L.P. (“Momentum Fund III”), Mercator Focus Fund, L.P. (“Focus Fund”), M.A.G. Capital, LLC (formerly Mercator Advisroy Group, LLC, hereinafter referred to as “MAG”) and David F. Firestone (“Firestone”). Capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Statement. Only those Items amended are reported herein.  
 
Item 2.    Identity and Background
 
Item 2 (a), (b), (c) and (f) are hereby amended and supplemented by adding the following:
 
As of February 28, 2007, Focus Fund was dissolved and ceased to be a Reporting Person.
 
Item 4.    Purpose of Transaction.
 
Item 4 is hereby amended and supplemented by adding the following:
 
On February 28, 2007, Focus Fund was dissolved.
 
On December 22, 2007, the warrants acquired from MAG by Momentum Fund, Momentum Fund III and MPF pursuant to the Assignment and Assumption Agreement expired. None of the warrants were exercised.
 
On December 31, 2007, Momentum Fund III sold 4,400 Series B Shares to an unrelated third party.
 
Item 5.   Interest in Securities of the Issuer.
 
Item 5(a) is hereby amended and supplemented by adding the following:
 
The percentage of class of securities in row 13 of the cover page is based on the assumption that the Issuer had 121,112,347 shares of Common Stock outstanding, which is based on the reported 100,266,439 shares of Common Stock outstanding as of November 1, 2004, in its Report on Form 10-Q for the quarter ended September 30, 2004, increased by the sale of 20,845,903 shares of Common Stock on February 4, 2005, as reported in the Issuer’s Form 8-K filed on February 9, 2005.
 
As of February 13, 2008, the Reporting Persons directly own the following securities of the Issuer:
 
·  
Momentum Fund owns 6,400 Series B Shares (convertible into 12,800,000 shares of Common Stock).
 
·  
MPF owns 14,200 Series B Shares (convertible into 28,400,000 shares of Common Stock).
 
·  
Firestone owns 581,143 shares of Common Stock.
 
As of February 13, 2008, the aggregate number and percentage of class of securities identified pursuant to Item 1 beneficially owned by each person identified in Item 2 may be found in rows 11 and 13 of the cover pages.

The powers the Reporting Persons have relative to the securities discussed herein may be found in rows 7 through 10 of the cover pages.

All of the shares of Common Stock beneficially owned by the Reporting Persons are shares of Common Stock outstanding as of the date hereof, and shares of Common Stock that may be acquired upon conversion of Series B Stock at a conversion price of $0.05.

7 of 9

Item 5(c) is amended as follows:

The Reporting Persons acquisitions and dispositions of beneficial ownership of the Issuer’s securities since December 13, 2007 were as follows:

·  
On December 22, 2007, the warrants acquired from MAG by Momentum Fund, Momentum Fund III and MPF pursuant to the Assignment and Assumption Agreement expired. None of the warrants were exercised.
 
·  
On December 31, 2007, Momentum Fund III sold 4,400 Series B Shares to an unrelated third party.
 

Item 5(e) is amended as follows:

On February 28, 2007, Focus Fund was dissolved and ceased to be a beneficial owner of more than five percent of the Issuer’s securities.

On December 31, 2007, Momentum Fund III sold 4,400 Series B Shares to an unrelated third party and ceased to be a beneficial owner of more than five percent of the Issuer’s securities.
 
8 of 9


SIGNATURES
 
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, I certify that the information set forth in this statement is true, complete and correct.
 
     
Dated: February 13, 2008
MERCATOR MOMENTUM FUND, L.P.
 
 
 
 
 
 
  By:   M.A.G. CAPITAL, LLC
    its general partner
     
    By:  /s/ David Firestone
   

David Firestone, Managing Partner
 
     
Dated: February 13, 2008
MERCATOR MOMENTUM FUND III, L.P.
 
 
 
 
 
 
  By:   M.A.G. CAPITAL, LLC
    its general partner
     
    By:  /s/ David Firestone
   

David Firestone, Managing Partner
 
     
Dated: February 13, 2008
MONARCH POINTE FUND, LTD.
 
 
 
 
 
  By:   /s/ David Firestone
   
David Firestone, Director
 
     
Dated: February 13, 2008
M.A.G. CAPITAL, LLC.
 
 
 
 
 
 
  By:   /s/ David Firestone
   
David Firestone, Managing Partner
     
Dated: February 13, 2008
/s/ David Firestone
 
David Firestone
 
9 of 9

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