-----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, Ab8x21ItXCkDcZskSm8OMdiGn7gdoaLdKC4xakg+ezjCP5RqVXmL9jfr6e638hye y6e9yxpt3QLBbSBB8mLyGw== 0001188112-08-000404.txt : 20080214 0001188112-08-000404.hdr.sgml : 20080214 20080214172541 ACCESSION NUMBER: 0001188112-08-000404 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: LAURUS MASTER FUND, LTD. GROUP MEMBERS: VALENS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: VALENS OFFSHORE SPV I, LTD. GROUP MEMBERS: VALENS U.S. SPV I, 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/A 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: TRUEYOU.COM CENTRAL INDEX KEY: 0001316924 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 134024017 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80693 FILM NUMBER: 08619286 BUSINESS ADDRESS: STREET 1: 232 MADISON AVENUE STREET 2: SUITE 906 CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-500-5166 MAIL ADDRESS: STREET 1: 232 MADISON AVENUE STREET 2: SUITE 906 CITY: NEW YORK STATE: NY ZIP: 10016 SC 13G/A 1 d22733.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2)* TRUEYOU.COM, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 897876108 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2007 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *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 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 ("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. 897876108 - -------------------------------------------------------------------------------- 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) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER: 1,837,016 shares of Common Stock.* EACH REPORTING ----------------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 1,837,016 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,837,016 shares of Common Stock.* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: CO - -------------------------------------------------------------------------------- * Based on 18,388,557 shares of common stock, par value $0.001 per share (the "Shares") outstanding of TrueYou.Com, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29,2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV I, Ltd. ("Valens Off. I," and together with the Fund and Valens US, the "Investors") held (i) a common stock purchase warrant (the "June 2006 Warrant") to acquire 37,351,824 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments; (ii) a common stock purchase warrant (the "July Warrants") to acquire 11,080,396 Shares, at an exercise price of $0.001 per Share subject to certain adjustments, (iii) a common stock purchase warrant (the "December 2006 Warrant") to acquire 7,831,638 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments and (iv) 1,632,119 Shares. The June 2006 Warrant and the July Warrants contain 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 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The December 2006 Warrant 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 "9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon at least 61 days prior notice to the Company, and with respect to the June 2006 Warrant and the December 2006 Warrant only, the Issuance Limitation shall also automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). Under certain circumstances, the Warrants may be convertible into Series E Preferred Convertible Shares, which are convertible into the same number of Shares as the Warrants. The Fund is managed by Laurus Capital Management, LLC ("LCM"). Valens US and Valens Off. 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 Fund Valens US and Valens Off. I reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 897876108 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER: 1,837,016 shares of Common Stock.* EACH REPORTING ----------------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 1,837,016 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,837,016 shares of Common Stock.* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: OO - -------------------------------------------------------------------------------- * Based on 18,388,557 shares of common stock, par value $0.001 per share (the "Shares") outstanding of TrueYou.Com, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29,2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV I, Ltd. ("Valens Off. I," and together with the Fund and Valens US, the "Investors") held (i) a common stock purchase warrant (the "June 2006 Warrant") to acquire 37,351,824 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments; (ii) a common stock purchase warrant (the "July Warrants") to acquire 11,080,396 Shares, at an exercise price of $0.001 per Share subject to certain adjustments, (iii) a common stock purchase warrant (the "December 2006 Warrant") to acquire 7,831,638 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments and (iv) 1,632,119 Shares. The June 2006 Warrant and the July Warrants contain 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 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The December 2006 Warrant 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 "9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon at least 61 days prior notice to the Company, and with respect to the June 2006 Warrant and the December 2006 Warrant only, the Issuance Limitation shall also automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). Under certain circumstances, the Warrants may be convertible into Series E Preferred Convertible Shares, which are convertible into the same number of Shares as the Warrants. The Fund is managed by Laurus Capital Management, LLC ("LCM"). Valens US and Valens Off. 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 Fund Valens US and Valens Off. I reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 897876108 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0539781 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER: 1,837,016 shares of Common Stock.* EACH REPORTING ----------------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 1,837,016 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,837,016 shares of Common Stock.* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: OO - -------------------------------------------------------------------------------- * Based on 18,388,557 shares of common stock, par value $0.001 per share (the "Shares") outstanding of TrueYou.Com, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29,2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV I, Ltd. ("Valens Off. I," and together with the Fund and Valens US, the "Investors") held (i) a common stock purchase warrant (the "June 2006 Warrant") to acquire 37,351,824 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments; (ii) a common stock purchase warrant (the "July Warrants") to acquire 11,080,396 Shares, at an exercise price of $0.001 per Share subject to certain adjustments, (iii) a common stock purchase warrant (the "December 2006 Warrant") to acquire 7,831,638 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments and (iv) 1,632,119 Shares. The June 2006 Warrant and the July Warrants contain 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 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The December 2006 Warrant 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 "9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon at least 61 days prior notice to the Company, and with respect to the June 2006 Warrant and the December 2006 Warrant only, the Issuance Limitation shall also automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). Under certain circumstances, the Warrants may be convertible into Series E Preferred Convertible Shares, which are convertible into the same number of Shares as the Warrants. The Fund is managed by Laurus Capital Management, LLC ("LCM"). Valens US and Valens Off. 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 Fund Valens US and Valens Off. I reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 897876108 - -------------------------------------------------------------------------------- 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) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER: 1,837,016 shares of Common Stock.* EACH REPORTING ----------------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 1,837,016 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,837,016 shares of Common Stock.* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: OO - -------------------------------------------------------------------------------- * Based on 18,388,557 shares of common stock, par value $0.001 per share (the "Shares") outstanding of TrueYou.Com, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29,2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV I, Ltd. ("Valens Off. I," and together with the Fund and Valens US, the "Investors") held (i) a common stock purchase warrant (the "June 2006 Warrant") to acquire 37,351,824 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments; (ii) a common stock purchase warrant (the "July Warrants") to acquire 11,080,396 Shares, at an exercise price of $0.001 per Share subject to certain adjustments, (iii) a common stock purchase warrant (the "December 2006 Warrant") to acquire 7,831,638 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments and (iv) 1,632,119 Shares. The June 2006 Warrant and the July Warrants contain 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 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The December 2006 Warrant 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 "9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon at least 61 days prior notice to the Company, and with respect to the June 2006 Warrant and the December 2006 Warrant only, the Issuance Limitation shall also automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). Under certain circumstances, the Warrants may be convertible into Series E Preferred Convertible Shares, which are convertible into the same number of Shares as the Warrants. The Fund is managed by Laurus Capital Management, LLC ("LCM"). Valens US and Valens Off. 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 Fund Valens US and Valens Off. I reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 897876108 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER: 1,837,016 shares of Common Stock.* EACH REPORTING ----------------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 1,837,016 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,837,016 shares of Common Stock.* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: OO - -------------------------------------------------------------------------------- * Based on 18,388,557 shares of common stock, par value $0.001 per share (the "Shares") outstanding of TrueYou.Com, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29,2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV I, Ltd. ("Valens Off. I," and together with the Fund and Valens US, the "Investors") held (i) a common stock purchase warrant (the "June 2006 Warrant") to acquire 37,351,824 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments; (ii) a common stock purchase warrant (the "July Warrants") to acquire 11,080,396 Shares, at an exercise price of $0.001 per Share subject to certain adjustments, (iii) a common stock purchase warrant (the "December 2006 Warrant") to acquire 7,831,638 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments and (iv) 1,632,119 Shares. The June 2006 Warrant and the July Warrants contain 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 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The December 2006 Warrant 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 "9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon at least 61 days prior notice to the Company, and with respect to the June 2006 Warrant and the December 2006 Warrant only, the Issuance Limitation shall also automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). Under certain circumstances, the Warrants may be convertible into Series E Preferred Convertible Shares, which are convertible into the same number of Shares as the Warrants. The Fund is managed by Laurus Capital Management, LLC ("LCM"). Valens US and Valens Off. 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 Fund Valens US and Valens Off. I reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 897876108 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER: 1,837,016 shares of Common Stock.* EACH REPORTING ----------------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 1,837,016 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,837,016 shares of Common Stock.* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: IN - -------------------------------------------------------------------------------- * Based on 18,388,557 shares of common stock, par value $0.001 per share (the "Shares") outstanding of TrueYou.Com, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29,2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV I, Ltd. ("Valens Off. I," and together with the Fund and Valens US, the "Investors") held (i) a common stock purchase warrant (the "June 2006 Warrant") to acquire 37,351,824 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments; (ii) a common stock purchase warrant (the "July Warrants") to acquire 11,080,396 Shares, at an exercise price of $0.001 per Share subject to certain adjustments, (iii) a common stock purchase warrant (the "December 2006 Warrant") to acquire 7,831,638 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments and (iv) 1,632,119 Shares. The June 2006 Warrant and the July Warrants contain 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 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The December 2006 Warrant 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 "9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon at least 61 days prior notice to the Company, and with respect to the June 2006 Warrant and the December 2006 Warrant only, the Issuance Limitation shall also automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). Under certain circumstances, the Warrants may be convertible into Series E Preferred Convertible Shares, which are convertible into the same number of Shares as the Warrants. The Fund is managed by Laurus Capital Management, LLC ("LCM"). Valens US and Valens Off. 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 Fund Valens US and Valens Off. I reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 897876108 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: United States - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER: 1,837,016 shares of Common Stock.* EACH REPORTING ----------------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 1,837,016 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,837,016 shares of Common Stock.* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: IN - -------------------------------------------------------------------------------- * Based on 18,388,557 shares of common stock, par value $0.001 per share (the "Shares") outstanding of TrueYou.Com, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29,2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV I, Ltd. ("Valens Off. I," and together with the Fund and Valens US, the "Investors") held (i) a common stock purchase warrant (the "June 2006 Warrant") to acquire 37,351,824 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments; (ii) a common stock purchase warrant (the "July Warrants") to acquire 11,080,396 Shares, at an exercise price of $0.001 per Share subject to certain adjustments, (iii) a common stock purchase warrant (the "December 2006 Warrant") to acquire 7,831,638 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments and (iv) 1,632,119 Shares. The June 2006 Warrant and the July Warrants contain 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 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The December 2006 Warrant 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 "9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon at least 61 days prior notice to the Company, and with respect to the June 2006 Warrant and the December 2006 Warrant only, the Issuance Limitation shall also automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). Under certain circumstances, the Warrants may be convertible into Series E Preferred Convertible Shares, which are convertible into the same number of Shares as the Warrants. The Fund is managed by Laurus Capital Management, LLC ("LCM"). Valens US and Valens Off. 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 Fund Valens US and Valens Off. I reported in this Schedule 13G, as amended. Item 1(a). Name of Issuer: TRUEYOU.COM, INC. Item 1(b). Address of Issuer's Principal Executive Offices: Building No. 501, Fifth Floor, 7 Corporate Park, Norwalk, CT 06851 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. This Schedule 13G, as amended, is also filed on behalf of Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Laurus Capital Management, LLC, a Delaware limited liability company, Valens 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 Valens Capital Management, LLC, and share sole voting and investment power over the shares owned by Laurus Master Fund, Ltd., Valens U.S. SPV I, LLC, and Valens Offshore SPV I, Ltd. Information related to each of Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Laurus Capital Management, LLC, a Delaware limited liability company, Valens Capital Management, LLC, a Delaware limited liability company, 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 Item 2(e). CUSIP Number: 897876108 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 1,837,016 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: 0 shares of Common Stock* (ii) shared power to vote or to direct the vote: 1,837,016 shares of Common Stock* (iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock* (iv) shared power to dispose or to direct the disposition of: 1,837,016 shares of Common Stock* - -------------------------------------------------------------------------------- * Based on 18,388,557 shares of common stock, par value $0.001 per share (the "Shares") outstanding of TrueYou.Com, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29,2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV I, Ltd. ("Valens Off. I," and together with the Fund and Valens US, the "Investors") held (i) a common stock purchase warrant (the "June 2006 Warrant") to acquire 37,351,824 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments; (ii) a common stock purchase warrant (the "July Warrants") to acquire 11,080,396 Shares, at an exercise price of $0.001 per Share subject to certain adjustments, (iii) a common stock purchase warrant (the "December 2006 Warrant") to acquire 7,831,638 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments and (iv) 1,632,119 Shares. The June 2006 Warrant and the July Warrants contain 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 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The December 2006 Warrant 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 "9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon at least 61 days prior notice to the Company, and with respect to the June 2006 Warrant and the December 2006 Warrant only, the Issuance Limitation shall also automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). Under certain circumstances, the Warrants may be convertible into Series E Preferred Convertible Shares, which are convertible into the same number of Shares as the Warrants. The Fund is managed by Laurus Capital Management, LLC ("LCM"). Valens US and Valens Off. 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 Fund Valens US and Valens Off. I reported in this Schedule 13G, as amended. 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 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. 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. February 14, 2008 --------------------------------- Date LAURUS MASTER FUND, LTD. /s/ Eugene Grin --------------------------------- Eugene Grin Director APPENDIX A A. Name: Valens U.S. SPV I, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor, New York, New York 10017 Place of Organization: Delaware B. Name: Valens Offshore SPV I, Ltd., a closed-ended company incorporated with limited liability in Delaware Business Address: 335 Madison Avenue, 10th Floor, New York, New York 10017 Place of Organization: Delaware C. Name: Laurus Capital Management, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor, New York, New York 10017 Place of Organization: Delaware D. Name: Valens Capital Management, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor, New York, New York 10017 Place of Organization: Delaware E. Name: Eugene Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Director of Laurus Master Fund, Ltd. Principal of Laurus Capital Management, LLC Citizenship: United States F. Name: David Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Director of Laurus Master Fund, Ltd. Principal of Laurus Capital Management, LLC Citizenship: Israel Each of Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Laurus Capital Management, LLC, Valens Capital Management, LLC, Eugene Grin and David Grin hereby agrees, by their execution below, that the Schedule 13G, as amended, to which this Appendix A is attached is filed on behalf of each of them, respectively. Valens U.S. SPV I, LLC /s/ Eugene Grin - --------------------------------- Eugene Grin Principal February 14, 2008 Valens Offshore SPV I, Ltd. /s/ Eugene Grin - --------------------------------- Eugene Grin Principal February 14, 2008 Laurus Capital Management, LLC /s/ Eugene Grin - --------------------------------- Eugene Grin Principal February 14, 2008 Valens Capital Management, LLC /s/ Eugene Grin - --------------------------------- Eugene Grin Principal February 14, 2008 /s/ David Grin - --------------------------------- David Grin, on his individual behalf February 14, 2008 /s/ Eugene Grin - --------------------------------- Eugene Grin, on his individual behalf February 14, 2008 -----END PRIVACY-ENHANCED MESSAGE-----