-----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, EpqPmgJXYgtTqVQdGXeyTyeAqZG5mUcI2d1zhQ3OApXo/I8wlSQksyYG/nCB/WXO f8CTLtAmHx/VSKKZnYYvkw== 0001144204-06-041467.txt : 20061010 0001144204-06-041467.hdr.sgml : 20061009 20061010093314 ACCESSION NUMBER: 0001144204-06-041467 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061010 DATE AS OF CHANGE: 20061010 GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAURUS MASTER FUND LTD CENTRAL INDEX KEY: 0001189294 IRS NUMBER: 980337673 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 152 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125415800 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WINDSWEPT ENVIRONMENTAL GROUP INC CENTRAL INDEX KEY: 0000814915 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 112844247 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-40066 FILM NUMBER: 061135768 BUSINESS ADDRESS: STREET 1: 100 SWEENEYDALE AVE CITY: BAY SHORE STATE: NY ZIP: 11706 BUSINESS PHONE: 5166947060 MAIL ADDRESS: STREET 1: 100 SWEENEYDALE AVE CITY: BAY SHORE STATE: NY ZIP: 11706 FORMER COMPANY: FORMER CONFORMED NAME: COMPREHENSIVE ENVIRONMENTAL SYSTEMS INC DATE OF NAME CHANGE: 19950222 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED RESOURCE TECHNOLOGIES INC /DE/ DATE OF NAME CHANGE: 19941014 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL RESOURCE TECHNOLOGIES INC DATE OF NAME CHANGE: 19930630 SC 13G 1 v054422_sc13g.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) WINDSWEPT ENVIRONMENTAL GROUP, INC. ----------------------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 973812100 --------- (CUSIP Number) Not Applicable -------------- (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) [X] Rule 13d-1 (c) [ ] Rule 13d-1 (d) 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 ("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). - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673 - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - --------- ---------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 3,372,244, shares of Common Stock. * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 3,372,244 shares of Common Stock. * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 3,372,244 shares of Common Stock. * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 3,372,244 shares of Common Stock. * - --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,372,244 shares of Common Stock - --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not applicable - --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO - --------- ---------------------------------------------------------------------- - --------------------------------- * As of September 29, 2006, Laurus Master Fund, Ltd. (the "Fund") held (i) an Amended and Restated Secured Convertible Term Note in the aggregate principal amount of $5,942,175, a portion of which is convertible into shares of common stock, $0.0001 par value per share (the "Shares"), of Windswept Environmental Resources, Inc., a Delaware corporation ("the Company"), at a conversion rate of $0.09 per share, subject to certain adjustments (the "Term Note"), (ii) warrants to purchase up to 13,750,000 Shares at an exercise price of $0.10 per share, subject to certain adjustments (the "Warrant"), (iii) an option to purchase up to 30,395,179 Shares at an exercise price of $0.0001 per share, subject to certain adjustments (the "2005 Option"), (iv) an option to purchase up to 11,145,000 Shares an at exercise price of $0.0001 per share, subject to certain adjustments (the "2006 Option"). Each of the Term Note, the Warrant, the 2005 Option and the 2006 Option contains an issuance limitation prohibiting the Fund from exercising those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Fund upon 75 days prior notice to the Company and shall automatically become null and void upon the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G. - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669 - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------- ---------- ------------------------------------------------ NUMBER OF 5 SOLE VOTING POWER: 3,372,244 shares of Common Stock. * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 3,372,244 shares of Common Stock. * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 3,372,244 shares of Common Stock. * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 3,372,244 shares of Common Stock. * - ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,372,244 shares of Common Stock - ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not applicable - ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99 % - ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - ---------- --------------------------------------------------------------------- - -------------------------------- * As of September 29, 2006, Laurus Master Fund, Ltd. (the "Fund") held (i) an Amended and Restated Secured Convertible Term Note in the aggregate principal amount of $5,942,175, a portion of which is convertible into shares of common stock, $0.0001 par value per share (the "Shares"), of Windswept Environmental Resources, Inc., a Delaware corporation ("the Company"), at a conversion rate of $0.09 per share, subject to certain adjustments (the "Term Note"), (ii) warrants to purchase up to 13,750,000 Shares at an exercise price of $0.10 per share, subject to certain adjustments (the "Warrant"), (iii) an option to purchase up to 30,395,179 Shares at an exercise price of $0.0001 per share, subject to certain adjustments (the "2005 Option"), (iv) an option to purchase up to 11,145,000 Shares an at exercise price of $0.0001 per share, subject to certain adjustments (the "2006 Option"). Each of the Term Note, the Warrant, the 2005 Option and the 2006 Option contains an issuance limitation prohibiting the Fund from exercising those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Fund upon 75 days prior notice to the Company and shall automatically become null and void upon the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G. - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------- ---------- ------------------------------------------------ NUMBER OF 5 SOLE VOTING POWER: 3,372,244 shares of Common Stock. * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 3,372,244shares of Common Stock. * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 3,372,244 shares of Common Stock. * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 3,372,244 shares of Common Stock. * - --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,372,244 shares of Common Stock - --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not applicable - --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99 % - --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - --------- ---------------------------------------------------------------------- - -------------------------------- * As of September 29, 2006, Laurus Master Fund, Ltd. (the "Fund") held (i) an Amended and Restated Secured Convertible Term Note in the aggregate principal amount of $5,942,175, a portion of which is convertible into shares of common stock, $0.0001 par value per share (the "Shares"), of Windswept Environmental Resources, Inc., a Delaware corporation ("the Company"), at a conversion rate of $0.09 per share, subject to certain adjustments (the "Term Note"), (ii) warrants to purchase up to 13,750,000 Shares at an exercise price of $0.10 per share, subject to certain adjustments (the "Warrant"), (iii) an option to purchase up to 30,395,179 Shares at an exercise price of $0.0001 per share, subject to certain adjustments (the "2005 Option"), (iv) an option to purchase up to 11,145,000 Shares an at exercise price of $0.0001 per share, subject to certain adjustments (the "2006 Option"). Each of the Term Note, the Warrant, the 2005 Option and the 2006 Option contains an issuance limitation prohibiting the Fund from exercising those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Fund upon 75 days prior notice to the Company and shall automatically become null and void upon the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G. - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------- ---------- ------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 3,372,244 shares of Common Stock.* SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 3,372,244 shares of Common Stock. * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 3,372,244 shares of Common Stock. * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 3,372,244 shares of Common Stock. * - --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,372,244 shares of Common Stock - --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not applicable - --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99 % - --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - --------- ---------------------------------------------------------------------- - -------------------------------- * As of September 29, 2006, Laurus Master Fund, Ltd. (the "Fund") held (i) an Amended and Restated Secured Convertible Term Note in the aggregate principal amount of $5,942,175, a portion of which is convertible into shares of common stock, $0.0001 par value per share (the "Shares"), of Windswept Environmental Resources, Inc., a Delaware corporation ("the Company"), at a conversion rate of $0.09 per share, subject to certain adjustments (the "Term Note"), (ii) warrants to purchase up to 13,750,000 Shares at an exercise price of $0.10 per share, subject to certain adjustments (the "Warrant"), (iii) an option to purchase up to 30,395,179 Shares at an exercise price of $0.0001 per share, subject to certain adjustments (the "2005 Option"), (iv) an option to purchase up to 11,145,000 Shares an at exercise price of $0.0001 per share, subject to certain adjustments (the "2006 Option"). Each of the Term Note, the Warrant, the 2005 Option and the 2006 Option contains an issuance limitation prohibiting the Fund from exercising those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Fund upon 75 days prior notice to the Company and shall automatically become null and void upon the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G. Item 1(a). Name of Issuer: Windswept Environmental Group, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 100 Sweeneydale Avenue Bayshore, NY 11706 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. This Schedule 13G is also filed on behalf of Laurus Capital Management, LLC, a Delaware limited liability company, Eugene Grin and David Grin. Laurus Capital Management, LLC manages Laurus Master Fund, Ltd. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the shares owned by Laurus Master Fund, Ltd. Information related to each of Laurus 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, 825 Third Avenue, 14th Floor, New York, NY 10022 Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock ("Common Stock") Item 2(e). CUSIP Number: 973812100 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 3,372,244 shares of Common Stock (b) Percent of Class: 9.99% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 3,372,244 shares of Common Stock.* (ii) shared power to vote or to direct the vote: 3,372,244 shares of Common Stock. * (iii) sole power to dispose or to direct the disposition of: 3,372,244 shares of Common Stock. * (iv) shared power to dispose or to direct the disposition of: 3,372,244 shares of Common Stock. * Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: 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. Certification: By signing below, I certify 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. - ----------------------------------- * As of September 29, 2006, Laurus Master Fund, Ltd. (the "Fund") held (i) an Amended and Restated Secured Convertible Term Note in the aggregate principal amount of $5,942,175, a portion of which is convertible into shares of common stock, $0.0001 par value per share (the "Shares"), of Windswept Environmental Resources, Inc., a Delaware corporation ("the Company"), at a conversion rate of $0.09 per share, subject to certain adjustments (the "Term Note"), (ii) warrants to purchase up to 13,750,000 Shares at an exercise price of $0.10 per share, subject to certain adjustments (the "Warrant"), (iii) an option to purchase up to 30,395,179 Shares at an exercise price of $0.0001 per share, subject to certain adjustments (the "2005 Option"), (iv) an option to purchase up to 11,145,000 Shares an at exercise price of $0.0001 per share, subject to certain adjustments (the "2006 Option"). Each of the Term Note, the Warrant, the 2005 Option and the 2006 Option contains an issuance limitation prohibiting the Fund from exercising those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Fund upon 75 days prior notice to the Company and shall automatically become null and void upon the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G. SIGNATURE 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. October 10, 2006 ---------------- Date /s/ David Grin -------------- David Grin Director APPENDIX A A. Name: Laurus Capital Management, LLC, a Delaware limited liability company 825 Third Avenue, 14th Floor New York, New York 10022 Place of Organization: Delaware B. Name: David Grin Business 825 Third Avenue, 14th Floor Address: New York, New York 10022 Principal Director of Laurus Master Fund, Ltd. Occupation: Principal of Laurus Capital Management, LLC Citizenship: Israel C. Name: Eugene Grin Business 825 Third Avenue, 14th Floor Address: New York, New York 10022 Principal Director of Laurus Master Fund, Ltd. Occupation: Principal of Laurus Capital Management, LLC Citizenship: United States Each of Laurus Capital Management, LLC, Eugene Grin and David Grin hereby agree, by their execution below, that the Schedule 13G to which this Appendix A is attached is filed on behalf of each of them, respectively. Laurus Capital Management, LLC /s/ David Grin - ----------------------------------------- David Grin Principal October 10, 2006 /s/ Eugene Grin, on his individual behalf - ----------------------------------------- Eugene Grin October 10, 2006 /s/ David Grin, on his individual behalf - ----------------------------------------- David Grin October 10, 2006 -----END PRIVACY-ENHANCED MESSAGE-----