-----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, G4ZJBUinrHPTrabKjyTCXsfTIZn5O9JhWP/cGSVVeK9/xkVNbiEcBIXuPjNKe8Kg UcfhJIh9NpIIeh3DXL4RyQ== 0001144204-10-007701.txt : 20100216 0001144204-10-007701.hdr.sgml : 20100215 20100216075525 ACCESSION NUMBER: 0001144204-10-007701 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: PSOURCE STRUCTURED DEBT LIMITED GROUP MEMBERS: VALENS CAPITAL MANAGEMENT, LLC. GROUP MEMBERS: VALENS OFFSHORE SPV I, LTD. GROUP MEMBERS: VALENS OFFSHORE SPV II, CORP. GROUP MEMBERS: VALENS U.S. SPV I, LLC 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40066 FILM NUMBER: 10602408 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAURUS CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001296341 IRS NUMBER: 134150669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-541-5800X209 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 v173776_sc13ga.txt UNITED STATES 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) (AMENDMENT NO. 4)* WINDSWEPT ENVIRONMENTAL GROUP, INC. ----------------------------------- (Name of Issuer) Common Stock, par value $0.0001 per share ---------------------------------------- (Title of Class of Securities) 973812100 --------- (CUSIP Number) December 31, 2009 ----------------- (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 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. 973812100 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: PSource Structured Debt Limited S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Guernsey - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 4,545,616 shares of Common Stock.* OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ------------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 4,545,616 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,545,616 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 43,713,709 shares of common stock par value $0.0001 (the "Shares") issued and outstanding of Windswept Environmental Group, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-Q. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"), Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible Term Note in the aggregate principal amount of $1,023,154, which is convertible into Shares 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 27,381,523 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") and (v) 2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the 2006 Option contains an issuance limitation prohibiting the Investors from exercising 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 (the "Issuance Limitation"). With respect to the Warrant and the 2005 Option, the Issuance Limitation may be waived by the Investors upon at least 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). In the case of the Term Note and the 2006 Option, the Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall also become automatically 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) or upon receipt by the holder of a Notice of Redemption from the issuer (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 973812100 - -------------------------------------------------------------------------------- 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 6 SHARED VOTING POWER: 4,545,616 shares of Common Stock.* OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ------------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 4,545,616 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,545,616 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 43,713,709 shares of common stock par value $0.0001 (the "Shares") issued and outstanding of Windswept Environmental Group, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-Q. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"), Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible Term Note in the aggregate principal amount of $1,023,154, which is convertible into Shares 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 27,381,523 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") and (v) 2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the 2006 Option contains an issuance limitation prohibiting the Investors from exercising 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 (the "Issuance Limitation"). With respect to the Warrant and the 2005 Option, the Issuance Limitation may be waived by the Investors upon at least 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). In the case of the Term Note and the 2006 Option, the Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall also become automatically 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) or upon receipt by the holder of a Notice of Redemption from the issuer (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 973812100 - -------------------------------------------------------------------------------- 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 6 SHARED VOTING POWER: 4,545,616 shares of Common Stock.* OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ------------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 4,545,616 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,545,616 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 43,713,709 shares of common stock par value $0.0001 (the "Shares") issued and outstanding of Windswept Environmental Group, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-Q. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"), Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible Term Note in the aggregate principal amount of $1,023,154, which is convertible into Shares 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 27,381,523 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") and (v) 2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the 2006 Option contains an issuance limitation prohibiting the Investors from exercising 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 (the "Issuance Limitation"). With respect to the Warrant and the 2005 Option, the Issuance Limitation may be waived by the Investors upon at least 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). In the case of the Term Note and the 2006 Option, the Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall also become automatically 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) or upon receipt by the holder of a Notice of Redemption from the issuer (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 973812100 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 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 6 SHARED VOTING POWER: 4,545,616 shares of Common Stock.* OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ------------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 4,545,616 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,545,616 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 43,713,709 shares of common stock par value $0.0001 (the "Shares") issued and outstanding of Windswept Environmental Group, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-Q. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"), Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible Term Note in the aggregate principal amount of $1,023,154, which is convertible into Shares 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 27,381,523 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") and (v) 2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the 2006 Option contains an issuance limitation prohibiting the Investors from exercising 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 (the "Issuance Limitation"). With respect to the Warrant and the 2005 Option, the Issuance Limitation may be waived by the Investors upon at least 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). In the case of the Term Note and the 2006 Option, the Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall also become automatically 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) or upon receipt by the holder of a Notice of Redemption from the issuer (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 973812100 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Offshore SPV II, Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 26-0811267 - -------------------------------------------------------------------------------- 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 6 SHARED VOTING POWER: 4,545,616 shares of Common Stock.* OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ------------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 4,545,616 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,545,616 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 43,713,709 shares of common stock par value $0.0001 (the "Shares") issued and outstanding of Windswept Environmental Group, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-Q. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"), Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible Term Note in the aggregate principal amount of $1,023,154, which is convertible into Shares 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 27,381,523 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") and (v) 2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the 2006 Option contains an issuance limitation prohibiting the Investors from exercising 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 (the "Issuance Limitation"). With respect to the Warrant and the 2005 Option, the Issuance Limitation may be waived by the Investors upon at least 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). In the case of the Term Note and the 2006 Option, the Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall also become automatically 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) or upon receipt by the holder of a Notice of Redemption from the issuer (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 973812100 - -------------------------------------------------------------------------------- 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 6 SHARED VOTING POWER: 4,545,616 shares of Common Stock.* OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ------------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 4,545,616 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,545,616 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 43,713,709 shares of common stock par value $0.0001 (the "Shares") issued and outstanding of Windswept Environmental Group, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-Q. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"), Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible Term Note in the aggregate principal amount of $1,023,154, which is convertible into Shares 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 27,381,523 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") and (v) 2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the 2006 Option contains an issuance limitation prohibiting the Investors from exercising 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 (the "Issuance Limitation"). With respect to the Warrant and the 2005 Option, the Issuance Limitation may be waived by the Investors upon at least 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). In the case of the Term Note and the 2006 Option, the Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall also become automatically 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) or upon receipt by the holder of a Notice of Redemption from the issuer (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 973812100 - -------------------------------------------------------------------------------- 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: United States and Israel - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 4,545,616 shares of Common Stock.* OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ------------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 4,545,616 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,545,616 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 43,713,709 shares of common stock par value $0.0001 (the "Shares") issued and outstanding of Windswept Environmental Group, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-Q. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"), Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible Term Note in the aggregate principal amount of $1,023,154, which is convertible into Shares 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 27,381,523 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") and (v) 2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the 2006 Option contains an issuance limitation prohibiting the Investors from exercising 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 (the "Issuance Limitation"). With respect to the Warrant and the 2005 Option, the Issuance Limitation may be waived by the Investors upon at least 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). In the case of the Term Note and the 2006 Option, the Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall also become automatically 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) or upon receipt by the holder of a Notice of Redemption from the issuer (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 973812100 - -------------------------------------------------------------------------------- 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 6 SHARED VOTING POWER: 4,545,616 shares of Common Stock.* OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ------------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 4,545,616 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,545,616 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 43,713,709 shares of common stock par value $0.0001 (the "Shares") issued and outstanding of Windswept Environmental Group, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-Q. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"), Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible Term Note in the aggregate principal amount of $1,023,154, which is convertible into Shares 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 27,381,523 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") and (v) 2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the 2006 Option contains an issuance limitation prohibiting the Investors from exercising 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 (the "Issuance Limitation"). With respect to the Warrant and the 2005 Option, the Issuance Limitation may be waived by the Investors upon at least 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). In the case of the Term Note and the 2006 Option, the Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall also become automatically 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) or upon receipt by the holder of a Notice of Redemption from the issuer (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this Schedule 13G, as amended. Item 1(a). Name of Issuer: Windswept Environmental Group, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 100 Sweeneydale Avenue, Bay Shore, New York 11706 Item 2(a). Name of Person Filing: Laurus Capital Management, LLC This Schedule 13G, as amended, is also filed on behalf of PSource Structured Debt Limited, a closed ended company incorporated with limited liability in Guernsey, Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens Offshore SPV I, Ltd., a Cayman Islands limited company, Valens Capital Management, LLC, a Delaware limited liability company, Valens Offshore SPV II, Corp., a Delaware corporation, Eugene Grin and David Grin. Laurus Capital Management, LLC manages PSource Structured Debt Limited, subject to certain preapproval rights of the board of directors of PSource Structured Debt Limited. Valens Capital Management, LLC manages Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., and Valens Offshore SPV II, Corp., Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by PSource Structured Debt Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., and Valens Offshore SPV II, Corp. Information related to each of PSource Structured Debt Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens Offshore SPV II, Corp., Valens 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: 335 Madison Avenue, 10th Floor, New York, NY 10017 Item 2(c). Citizenship: Delaware 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: 4,545,616 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: 4,545,616 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: 4,545,616 shares of Common Stock.* - -------------------------------------------------------------------------------- * Based on 43,713,709 shares of common stock par value $0.0001 (the "Shares") issued and outstanding of Windswept Environmental Group, Inc., a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-Q. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"), Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible Term Note in the aggregate principal amount of $1,023,154, which is convertible into Shares 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 27,381,523 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") and (v) 2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the 2006 Option contains an issuance limitation prohibiting the Investors from exercising 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 (the "Issuance Limitation"). With respect to the Warrant and the 2005 Option, the Issuance Limitation may be waived by the Investors upon at least 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). In the case of the Term Note and the 2006 Option, the Issuance Limitation may be waived by the Investors upon at least 61 days prior notice to the Company and shall also become automatically 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) or upon receipt by the holder of a Notice of Redemption from the issuer (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by PSource, Valens US, Valens Off. I and Valens OFF. II 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 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 12, 2010 ----------------- Date LAURUS CAPITAL MANAGEMENT, LLC /s/ Eugene Grin -------------- Eugene Grin Principal APPENDIX A A. Name: PSource Structured Debt Limited, a closed ended company with limited liability incorporated in Guernsey Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Guernsey B. 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 C. Name: Valens Offshore SPV I, Ltd., a Cayman Islands limited company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Cayman Islands D. Name: Valens Offshore SPV II, Corp. Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware E. 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 F. Name: Eugene Grin 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC Citizenship: United States G. Name: David Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC Citizenship: United States and Israel Each of Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens Offshore SPV II, Corp., PSource Structured Debt, Valens Capital Management, LLC, Eugene Grin and David Grin hereby agree, 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. PSource Structured Debt Limited By: Laurus Capital Management, LLC Individually and as investment manager /s/ Eugene Grin - --------------------------------- Eugene Grin Principal February 12, 2010 Valens U.S. SPV I, LLC Valens Offshore SPV I, Ltd. Valens Offshore SPV II, Corp. Valens Capital Management, LLC By: Valens Capital Management, LLC Individually and as investment manager /s/ Eugene Grin - --------------------------------- Eugene Grin Principal February 12, 2010 /s/ David Grin - --------------------------------- David Grin, on his individual behalf February 12, 2010 /s/ Eugene Grin - --------------------------------- Eugene Grin, on his individual behalf February 12, 2010 -----END PRIVACY-ENHANCED MESSAGE-----