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*
LC CAPITAL MASTER FUND LTD

(Last) (First) (Middle)
C/O TRIDENT FUND SERVICES (BVI) LIMITED
WATERFRONT DR, WICKHAMS CAY

(Street)
TORTOLA CA 00000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Access to Money, Inc. [ AEMI.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
09/03/2010
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 09/03/2010 P 9,750,000 A (1) 10,997,903 D(2)
Common Stock 09/03/2010 P 0 A $0 11,124,903 I See Footnotes(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
Warrants to Purchase Common Stock $0.28 09/03/2010 S 2,500,000 (5) 02/18/2015 Common Stock 2,500,000 (1) 0 D
Warrants to Purchase Common Stock $0.28 09/03/2010 S 2,500,000 (5) 02/18/2015 Common Stock 2,500,000 (1) 0 I See Footnotes(3)(4)
Warrants to Purchase Common Stock $0.28 09/03/2010 S 11,250,000 (5) 04/18/2015 Common Stock 11,250,000 (1) 0 D
Warrants to Purchase Common Stock $0.28 09/03/2010 S 11,250,000 (5) 04/18/2015 Common Stock 11,250,000 (1) 0 I See Footnotes(3)(4)
1. Name and Address of Reporting Person*
LC CAPITAL MASTER FUND LTD

(Last) (First) (Middle)
C/O TRIDENT FUND SERVICES (BVI) LIMITED
WATERFRONT DR, WICKHAMS CAY

(Street)
TORTOLA CA 00000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
LAMPE, CONWAY & CO. LLC

(Last) (First) (Middle)
680 FIFTH AVENUE
12TH FLOOR

(Street)
NEW YORK NY 10019-5429

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
LAMPE STEVEN

(Last) (First) (Middle)
680 FIFTH AVENUE
12TH FLOOR

(Street)
NEW YORK NY 10019-5429

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
CONWAY RICHARD F

(Last) (First) (Middle)
680 FIFTH AVENUE
12TH FLOOR

(Street)
NEW YORK NY 10019-5429

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
Explanation of Responses:
1. LC Capital Master Fund, Ltd. ("Master Fund") entered into an Exchange Agreement on September 3, 2010 (the "Exchange Agreement") pursuant to which it received 9,750,000 shares of Access to Money, Inc. common stock in exchange for (i) promissory notes dated as of April 18, 2008 in the aggregate principal amount of $9,900,000, (ii) a common stock purchase warrant, dated as of February 8, 2008, pursuant to which the holder of such warrant is entitled to purchase 2,500,000 shares of Access to Money, Inc. common stock, and (iii) a common stock purchase warrant, dated as of April 18, 2008, pursuant to which the holder of such warrant is entitled to purchase 11,250,000 shares of Access to Money, Inc. common stock. Further, in connection with the Exchange Agreement, Master Fund provided Access to Money, Inc. with $3,150,000 in second lien financing.
2. These securities are owned by Master Fund, which is a Reporting Person.
3. These securities may be deemed to be beneficially owned by Lampe, Conway & Co., LLC ("LC&C"), the investment manager of Master Fund, Steven G. Lampe, a managing member of LC&C, and Richard F. Conway, a managing member of LC&C.
4. Each reporting person disclaims beneficial ownership of the securities reported on this Form 4 except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
5. Each warrant is exercisable immediately.
Remarks:
Mr. Michael Venezia and two other designees serve as the representatives of LC&C and its affiliates on the Access to Money, Inc. Board of Directors.
LC Capital Master Fund Ltd., By: /s/ Richard F. Conway, Director 09/08/2010
Lampe, Conway & Co., LLC, By: /s/ Richard F. Conway, Managing Member 09/08/2010
/s/ Steven G. Lampe 09/08/2010
/s/ Richard F. Conway 09/08/2010
** 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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