-----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, PUx2rTKhvBbijOA7PKK2U0K3iG9nyj6ymLAQ/1KaOJrEVN3qu4y7NUR/cRD6XFS4 67QQkPua7fWnkeA5WbNnnw== 0000919574-08-007676.txt : 20081112 0000919574-08-007676.hdr.sgml : 20081111 20081112125840 ACCESSION NUMBER: 0000919574-08-007676 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081112 DATE AS OF CHANGE: 20081112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLOMBIA GOLDFIELDS LTD CENTRAL INDEX KEY: 0001223663 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80593 FILM NUMBER: 081179682 BUSINESS ADDRESS: STREET 1: 816 FEACE PORTAL DR. STREET 2: PNB 55 CITY: BLAINE STATE: WA ZIP: 98230 BUSINESS PHONE: 416-203-3856 MAIL ADDRESS: STREET 1: 208-8 KING ST EAST CITY: TORONTO STATE: A6 ZIP: M5C 1B5 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA GOLDFIELDS LTD DATE OF NAME CHANGE: 20050516 FORMER COMPANY: FORMER CONFORMED NAME: SECURE AUTOMATED FILING ENTERPRISES DATE OF NAME CHANGE: 20030319 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MKM LONGBOAT CAPITAL ADVISORS LLP CENTRAL INDEX KEY: 0001399385 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3RD FLOOR STREET 2: 10, OLD BURLINGTON STREET CITY: LONDON STATE: X0 ZIP: W1S 3AG BUSINESS PHONE: 44-207-152-1059 MAIL ADDRESS: STREET 1: 3RD FLOOR STREET 2: 10, OLD BURLINGTON STREET CITY: LONDON STATE: X0 ZIP: W1S 3AG SC 13G 1 d937185_13g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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. ) Columbia Goldfields Ltd. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 81371R100 - -------------------------------------------------------------------------------- (CUSIP Number) September 30, 2008 - -------------------------------------------------------------------------------- (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) CUSIP No. 81371R100 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MKM Longboat Capital Advisors LLP (1) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 7,060,000 (2) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 7,060,000 (2) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,060,000 (2) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.77% 12. TYPE OF REPORTING PERSON PN - ---------- (1) MKM Longboat Capital Advisors LLP may be deemed to be the beneficial owner of such securities by virtue of its role as the investment manager of the investment funds which own such securities. (2) Includes warrants to purchase 3,530,000 shares of common stock, par value $0.0001 per share, at an exercise price of $1.50 per share, that are exercisable within sixty days. CUSIP No. 81371R100 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MKM Longboat Multi-Strategy Master Fund Ltd. 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 7,060,000 (2) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 7,060,000 (2) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,060,000 (2) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.77% 12. TYPE OF REPORTING PERSON CO - ---------- (2) Includes warrants to purchase 3,530,000 shares of common stock, par value $0.0001 per share, at an exercise price of $1.50 per share, that are exercisable within sixty days. CUSIP No. 81371R100 --------- Item 1(a). Name of Issuer: Columbia Goldfields Ltd. -------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: 208-8 King Street East Toronto Ontario, Canada M5C1B5 -------------------------------------------------------------------- Item 2(a). Name of Person Filing: MKM Longboat Capital Advisors LLP MKM Longboat Multi-Strategy Master Fund Ltd. -------------------------------------------------------------------- Item 2(b). Address of Principal Business Office, or if None, Residence: MKM Longboat Capital Advisors LLP 3rd Floor 10 Old Burlington Street London W1S 3AG England MKM Longboat Multi-Strategy Master Fund Ltd. c/o MKM Longboat Capital Advisors LLP 3rd Floor 10 Old Burlington Street London W1S 3AG England -------------------------------------------------------------------- Item 2(c). Citizenship: MKM Longboat Capital Advisors LLP - limited partnership organized under the laws of England and Wales MKM Longboat Multi-Strategy Master Fund Ltd. - Cayman Islands exempted company -------------------------------------------------------------------- Item 2(d). Title of Class of Securities: Common Stock -------------------------------------------------------------------- Item 2(e). CUSIP Number: 81371R100 -------------------------------------------------------------------- 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 Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (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; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: MKM Longboat Capital Advisors LLP - 7,060,000 shares MKM Longboat Multi-Strategy Master Fund Ltd. -7,060,000 shares ---------------------------------------------------------------------- (b) Percent of class: MKM Longboat Capital Advisors LLP - 6.77% MKM Longboat Multi-Strategy Master Fund Ltd. - 6.77% ---------------------------------------------------------------------- (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote MKM Longboat Capital Advisors LLP - 0 MKM Longboat Multi-Strategy Master Fund Ltd. - 0 ----------------------------------------------------------------, (ii) Shared power to vote or to direct the vote MKM Longboat Capital Advisors LLP - 7,060,000 MKM Longboat Multi-Strategy Master Fund Ltd. - 7,060,000 ----------------------------------------------------------------, (iii) Sole power to dispose or to direct the disposition of MKM Longboat Capital Advisors LLP - 0 MKM Longboat Multi-Strategy Master Fund Ltd. - 0 ----------------------------------------------------------------, (iv) Shared power to dispose or to direct the disposition of MKM Longboat Capital Advisors LLP - 7,060,000 MKM Longboat Multi-Strategy Master Fund Ltd. - 7,060,000 ----------------------------------------------------------------. 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 five percent of the class of securities check the following [ ]. N/A ---------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A ---------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A ---------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ---------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ---------------------------------------------------------------------- Item 10. Certifications. By signing below the Reporting Persons certify that, to the best of their 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 such 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. November 12, 2008 -------------------------------------- (Date) MKM LONGBOAT CAPITAL ADVISORS LLP* By: /s/ Michael Humphries --------------------- Name: Michael Humphries Title: Member MKM LONGBOAT MULTI-STRATEGY MASTER FUND LTD. By: /s/ Michael Humphries --------------------- Name: Michael Humphries Title: Authorized Signatory * The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the reporting persons' pecuniary interest therein. EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13G dated November 12, 2008 relating to the common stock of Columbia Goldfields Ltd. shall be filed on behalf of the undersigned. MKM LONGBOAT CAPITAL ADVISORS LLP By: /s/ Michael Humphries --------------------- Name: Michael Humphries Title: Member MKM LONGBOAT MULTI-STRATEGY MASTER FUND LTD. By: MKM LONGBOAT CAPITAL ADVISORS LLP By: /s/ Michael Humphries --------------------- Name: Michael Humphries Title: Authorized Signatory SK 25379 0001 937185 -----END PRIVACY-ENHANCED MESSAGE-----