Schedule 13D/A Amendment No. 1

-----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, PxOMLtJ4l6HfPK5vz4m3xcFvlWKYNT2lJuaoJF08QhdzSwNYsYXCxTT+UdBVjMai X+F92eJf58mUryQh7LozIw== 0001193125-09-195146.txt : 20090921 0001193125-09-195146.hdr.sgml : 20090921 20090921163215 ACCESSION NUMBER: 0001193125-09-195146 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090921 DATE AS OF CHANGE: 20090921 GROUP MEMBERS: FGS ADVISORS, LLC GROUP MEMBERS: HARVEY SAWIKIN GROUP MEMBERS: JAMES PASSIN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIREBIRD GLOBAL MASTER FUND LTD CENTRAL INDEX KEY: 0001265599 IRS NUMBER: 980398358 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET 24TH FL CITY: NEW YORK STATE: NY ZIP: 10023 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IVANY MINING INC CENTRAL INDEX KEY: 0001096555 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 880258277 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61201 FILM NUMBER: 091079113 BUSINESS ADDRESS: STREET 1: 8720 DUFROST CITY: ST. LEONARD STATE: A8 ZIP: H1P 2Z5 BUSINESS PHONE: 5148664638 MAIL ADDRESS: STREET 1: 8720 DUFROST CITY: ST. LEONARD STATE: A8 ZIP: H1P 2Z5 FORMER COMPANY: FORMER CONFORMED NAME: PLANET411 COM INC DATE OF NAME CHANGE: 19991008 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A AMENDMENT NO. 1 Schedule 13D/A Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Ivany Mining Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

465819100

(CUSIP Number)

Joanne Tuckman

Chief Financial Officer

FGS Advisors, LLC

152 West 57^th Street, 24^th Floor

New York, New York 10019

(212) 698-9260

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 17, 2009

(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-1(e), 240.13d-1(f) or 249.13d-1(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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP NO. 465819100


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Firebird Global Master Fund, Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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 Cayman Islands


Number of Shares Beneficially Owned by Each Reporting Person With:		7. Sole Voting Power
		8. Shared Voting Power 20,000,000
		9. Sole Dispositive Power
		10. Shared Dispositive Power 20,000,000


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 20,000,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 42.5%
14.	Type of Reporting Person (See Instructions) OO

CUSIP NO. 465819100


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) FGS Advisors, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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 New York


Number of Shares Beneficially Owned by Each Reporting Person With:		7. Sole Voting Power
		8. Shared Voting Power 20,000,000
		9. Sole Dispositive Power
		10. Shared Dispositive Power 20,000,000


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 20,000,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 42.5%
14.	Type of Reporting Person (See Instructions) IA

CUSIP NO. 465819100


Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) James Passin
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
SEC Use only
Source of funds (See Instructions) OO
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		¨
Citizenship or Place of Organization United States of America


Number of Shares Beneficially Owned by Each Reporting Person With:		7. Sole Voting Power
		8. Shared Voting Power 20,000,000
		9. Sole Dispositive Power
		10. Shared Dispositive Power 20,000,000


Aggregate Amount Beneficially Owned by Each Reporting Person 20,000,000
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		¨
Percent of Class Represented by Amount in Row (11) 42.5%
Type of Reporting Person (See Instructions) IN

CUSIP NO. 465819100


Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Harvey Sawikin
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
SEC Use only
Source of funds (See Instructions) OO
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		¨
Citizenship or Place of Organization United States of America


Number of Shares Beneficially Owned by Each Reporting Person With:		7. Sole Voting Power
		8. Shared Voting Power 20,000,000
		9. Sole Dispositive Power
		10. Shared Dispositive Power 20,000,000


Aggregate Amount Beneficially Owned by Each Reporting Person 20,000,000
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		¨
Percent of Class Represented by Amount in Row (11) 42.5%
Type of Reporting Person (See Instructions) IN

Item 1.

Security and Issuer

This Amendment No. 1 (“Amendment No. 1”) amends and corrects the Statement on Schedule 13D originally filed on September 10, 2009 (the “Schedule 13D”), with respect to the Common Stock, par value $0.001 per share (the “Common Stock”) of Ivany Mining Inc., a Delaware corporation (the “Issuer”). The address of the executive offices of the Issuer is 8720 A Rue Du Frost, St. Leonard, Quebec, Canada H1P 2Z5.

Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. The Schedule 13D is hereby amended and supplemented by this Amendment No. 1 as follows:

Item 5.

Interest in Securities of the Issuer

(a and b) As of the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 20,000,000 shares of Common Stock (the “Shares”), which includes 10,000,000 shares of Common Stock issuable upon the exercise of warrants. The holdings of the Reporting Persons represent 42.5% of Issuer’s total outstanding Common Stock (including 10,000,000 shares of Common Stock issuable upon the exercise of the warrants held by the Reporting Persons), and they share voting and dispositive power over the Shares.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The warrants that were disclosed on the Schedule 13D as having been adjusted according to their terms were, upon further scrutiny, not adjusted. The Reporting Persons therefore beneficially own warrants for the purchase of up to 10,000,000 shares of Common Stock at a price of $0.10 per share (and not, as disclosed on the Schedule 13D, 20,000,000 shares), at any time prior to June 22, 2012.

By virtue of the relationship between the Reporting Persons, as described in Item 2, the Reporting Persons may be deemed to be a “group” under the Federal securities laws. Except as otherwise set forth in this Schedule 13D, Mr. Passin, Mr. Sawikin, and FGS expressly disclaim beneficial ownership of any of the shares of Common Stock beneficially owned by the Fund and the filing of this Statement shall not be construed as an admission, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, that any of Mr. Passin, Mr. Sawikin, or FGS is a beneficial owner of any such shares.

Item 7.

Material to Be Filed as Exhibits

1. Joint Filing Agreement.

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.


Date: September 21, 2009	FGS Advisors, LLC

		/s/ James Passin
	Name:	James Passin
	Title:	Principal

	Firebird Global Master Fund, Ltd.

		/s/ James Passin
	Name:	James Passin
	Title:	Director

		/s/ James Passin
	Name:	James Passin

		/s/ Harvey Sawikin
	Name:	Harvey Sawikin

EX-1 2 dex1.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT 1

JOINT FILING AGREEMENT

FGS Advisors, LLC, Firebird Global Master Fund, Ltd., James Passin, and Harvey Sawikin, in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, hereby agree that the statement on Schedule 13D to which this Agreement is attached as an exhibit is, and any amendments thereto filed by any of us will be, filed on behalf of each such person or entity, that each such person or entity is responsible for the timely filing of the Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such person or entity contained therein.


Date: September 21, 2009	FGS Advisors, LLC

		/s/ James Passin
	Name:	James Passin
	Title:	Principal

	Firebird Global Master Fund, Ltd.

		/s/ James Passin
	Name:	James Passin
	Title:	Director

		/s/ James Passin
	Name:	James Passin

		/s/ Harvey Sawikin
	Name:	Harvey Sawikin

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