SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LAURUS MASTER FUND LTD

(Last) (First) (Middle)
C/O LAURUS CAPITAL MANAGEMENT, LLC
335 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
180 Connect Inc. [ CNCT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Disclaimed Group
3. Date of Earliest Transaction (Month/Day/Year)
12/21/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/21/2007 S 3,000 D $1.4 2,702,907 I(1)(2)(3)(4) By Erato Corporation(1)(2)(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
LAURUS MASTER FUND LTD

(Last) (First) (Middle)
C/O LAURUS CAPITAL MANAGEMENT, LLC
335 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Disclaimed Group
1. Name and Address of Reporting Person*
Erato CORP

(Last) (First) (Middle)
C/O LAURUS CAPITAL MANAGEMENT, LLC
335 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Disclaimed Group
1. Name and Address of Reporting Person*
LAURUS CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
825 THIRD AVENUE, 14TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Disclaimed Group
1. Name and Address of Reporting Person*
Valens U.S. SPV I, LLC

(Last) (First) (Middle)
335 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Disclaimed Group
1. Name and Address of Reporting Person*
Valens Capital Management, LLC

(Last) (First) (Middle)
335 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Disclaimed Group
1. Name and Address of Reporting Person*
GRIN DAVID

(Last) (First) (Middle)
C/O LAURUS CAPITAL MANAGEMENT, LLC
335 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Disclaimed Group
1. Name and Address of Reporting Person*
GRIN EUGENE

(Last) (First) (Middle)
C/O LAURUS CAPITAL MANAGEMENT, LLC
335 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Disclaimed Group
Explanation of Responses:
1. As of December 21, 2007, Erato Corporation, a Delaware corporation ("Erato"), held (i) a warrant (the "July Warrant") to acquire 591,023 shares of the common stock, par value $0.0001 per share (the "Shares"), of 180 Connect Inc., a Delaware corporation (the "Company"), at an exercise price of $4.35 per Share, subject to certain adjustments, and (ii) 2,702,907 Shares. In addition, as of December 21, 2007, Laurus Master Fund, Ltd., a Cayman Islands corporation (the "Fund"), held a warrant to acquire 250,000 Shares, at an exercise price of $4.01 per Share, subject to certain adjustments, and Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S." and together with Erato and the Fund, the "Investors"), held a July Warrant to acquire 8,977 Shares.
2. The July Warrant contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding.
3. Erato is a wholly owned subsidiary of the Fund. The Fund is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens U.S. is managed by Valens Capital Management, LLC, a Delaware limited liability company ("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 all securities of the Company held by the Investors. Thus, for the purposes of Reg. Section 240.13d-3, the Fund, Valens U.S., LCM, VCM, Eugene Grin and David Grin may be deemed to be beneficial owners of more than 10% of the Shares. Each of Erato and the Fund disclaims beneficial ownership of the securities of the Company held by Valens U.S., except to the extent of such person's pecuniary interest in Valens U.S., if any. Erato disclaims beneficial ownership of the securities of the Company held by the Fund, except to the extent of such person's pecuniary interest in the Fund, if any.
4. Valens U.S. disclaims beneficial ownership of the securities of the Company held by each of Erato and the Fund, except to the extent of such person's pecuniary interest in Erato and the Fund, if any. Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors except to the extent of such person's pecuniary interest in the Investors, if any. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.
/s/ Eugene Grin, Director of Laurus Master Fund, Ltd. 12/26/2007
/s/ Eugene Grin, Chairman, President and Secretary of Erato Corporation 12/26/2007
/s/ David Grin, Principal of Laurus Capital Management, LLC 12/26/2007
/s/ David Grin, Authorized Signatory of Valens U.S. SPV I, LLC 12/26/2007
/s/ Eugene Grin, Authorized Signatory of Valens U.S. SPV I, LLC 12/26/2007
/s/ David Grin, Principal of Valens Capital Management, LLC 12/26/2007
/s/ Eugene Grin, Principal of Valens Capital Management, LLC 12/26/2007
/s/ David Grin 12/26/2007
/s/ Eugene Grin 12/26/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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