-----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, C9Fp1dBianQ7RjgzK1C8KlobHX2QMXbf15DwWR7QU0riiFS3nJuDYQJXvf3CMKUE TVxHUOTT8JHUmHpjctjYDQ== 0000922423-06-001575.txt : 20061218 0000922423-06-001575.hdr.sgml : 20061218 20061218162345 ACCESSION NUMBER: 0000922423-06-001575 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061218 DATE AS OF CHANGE: 20061218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: International American Technologies, Inc. CENTRAL INDEX KEY: 0001300524 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 880225318 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82268 FILM NUMBER: 061283640 BUSINESS ADDRESS: STREET 1: 601 CIEN STREET, SUITE 235 CITY: KEMAH STATE: TX ZIP: 77565 BUSINESS PHONE: 281-334-9479 MAIL ADDRESS: STREET 1: 601 CIEN STREET, SUITE 235 CITY: KEMAH STATE: TX ZIP: 77565 FORMER COMPANY: FORMER CONFORMED NAME: Unlimited Coatings Corp. DATE OF NAME CHANGE: 20040813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vision Opportunity Master Fund Ltd CENTRAL INDEX KEY: 0001349985 IRS NUMBER: 270120759 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O VISION CAPITAL ADVISORS STREET 2: 317 MADISON AVENUE SUITE 1220 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 624-1640 MAIL ADDRESS: STREET 1: C/O VISION CAPITAL ADVISORS STREET 2: 317 MADISON AVENUE SUITE 1220 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 kl12041.htm FORM 8K CURRENT REPORT Form 8K Current Report
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 
International American Technologies, Inc.
 
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
 
 
459003109
  
 
(CUSIP Number)
 
  
August 8, 2006
(Date of Event Which Requires Filing of this Statement)
 
     


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
r Rule 13d-1(b)
[X]   Rule 13d-1(c)
 r 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. 459003109
 
 
SCHEDULE 13G
 
 
Page 2 of 6 Pages
 

 
1
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Vision Opportunity Master Fund, Ltd. *
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  r
(b)  r
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Caymen Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
SOLE VOTING POWER
 
7,702,364
 
6
 
SHARED VOTING POWER
 
0
 
7
 
SOLE DISPOSITIVE POWER
 
7,702,364
 
8
 
SHARED DISPOSITIVE POWER
 
0
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,702,364
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    [  ]
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.9%
 
12
 
TYPE OF REPORTING PERSON*
 
CO

* Adam Benowitz, in his capacity as managing member of the Reporting Person, has ultimate dispositive power over the shares held by the Reporting Person. Mr. Benowitz disclaims beneficial ownership of the shares disclosed herein.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


 
CUSIP No. 459003109
 
 
SCHEDULE 13G
 
 
Page  3 of   6 Pages
 

Item 1(a).      Name of Issuer:

International American Technologies, Inc.

Item 1(b).       Address of Issuer's Principal Executive Offices:

601 Cien Street, Suite 235
Kemah, Texas 77565
  
   
Item 2(a).    Name of Person Filing.
Item 2(b).    Address of Principal Business Office or, if None, Residence.
Item 2(c).    Citizenship.

Vision Opportunity Master Fund, Ltd.
20 W. 55th Street, 5th Floor
New York, New York 10019
Cayman Islands

Item 2(d).    Title of Class of Securities:

Common Stock, par value $0.0001 per share

Item 2(e).    CUSIP Number:
 
459003109

Item 3.         If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4.         Ownership.* 

The following is information regarding the aggregate number and percentage of the class  of securities of the issuer identified in Item 1 as of December 9, 2006:

(a)
Amount beneficially owned: 7,702,364 shares of Common Stock (based upon 36,135,000 shares of Common Stock issued and outstanding as of September 30, 2006, as reported on the Issuer’s quarterly report on Form 10-Q filed for the fiscal quarter ending September 30, 2006).

(b)  Percent of Class: 9.9%

(c)  Number of shares as to which such person has:

(i)  sole power to vote or direct the vote: 7,702,364

(ii) shared power to vote or direct the vote: 0

(iii) sole power to dispose or direct the disposition of: 7,702,364


 
 
 

 
 
CUSIP No. 459003109
 
 
SCHEDULE 13G
 
 
Page  4 of   6 Pages
 

(iv) shared power to dispose or direct the disposition of: 0

*On August 8, 2006, the Reporting Person acquired the following securities from the Issuer in a private placement transaction: (i) 555,555 shares of Series A Convertible Preferred Stock, each share convertible into shares of the Issuer’s common stock at a conversion price of $0.18, (ii) a Series A Warrant to purchase 5,555,555 shares of common stock expiring on August 8, 2011 at an exercise price of $0.18 per share, (iii) a Series B Warrant to purchase 5,555,555 shares of common stock expiring on August 8, 2007 at an exercise price of $0.18 per share. On August 23, 2006, the Reporting Person acquired the following securities from the Issuer in a private placement transaction: (i) 277,777 shares of Series A Convertible Preferred Stock, each share convertible into shares of the Issuer’s common stock at a conversion price of $0.18, (ii) a Series A Warrant to purchase 2,777,777 shares of common stock expiring on August 23, 2011 at an exercise price of $0.18 per share, (iii) a Series B Warrant to purchase 2,777,777 shares of common stock expiring on August 23, 2007 at an exercise price of $0.18 per share. 

On September 29, 2006, the Reporting Person acquired the following securities from the Issuer in a private placement transaction: (i) 833,333 shares of Series B Convertible Preferred Stock, each share convertible into shares of the Issuer’s common stock at a conversion price of $0.18, (ii) a Series C Warrant to purchase 8,333,333 shares of common stock expiring September 29, 2011 at an exercise price of $0.18 per share, and (iii) a new Series B Warrant to purchase 8,333,333 shares of common stock expiring on August 8, 2008 at an exercise price of $0.18 per share in exchange for the surrender and cancellation by the Reporting Person of its August 8, 2006 and August 23, 2006 Series B Warrants. The aggregate number of Warrants held by the Reporting Person is 24,999,998.

The Series A Convertible Preferred Stock and Series B Convertible Preferred Stock are convertible into shares of common stock at any time at the option of the Reporting Person and each of the Warrants is exercisable into shares of common stock at any time at the option of the Reporting Person. Pursuant to the terms of the transaction documents relating to the purchase of the foregoing securities, the Reporting Person may not acquire shares of common stock upon conversion of the Series A Preferred Stock or the Series B Preferred Stock or upon exercise of any such warrants to the extent that, upon conversion or exercise, the number of shares of common stock beneficially owned by the Reporting Person and its affiliates would exceed 9.9% of the issued and outstanding shares of common stock of the Issuer. Adam Benowitz, in his capacity as managing member of the Reporting Person, has ultimate dispositive power over the shares held by the Reporting Person. Mr. Benowitz disclaims beneficial ownership of the shares disclosed herein.

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 the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
Not Applicable
 

 
 
 
 


 
CUSIP No. 459003109
 
 
SCHEDULE 13G
 
 
Page  5 of   6 Pages
 

Item 8.        Identification and Classification of Members of the Group.
 
Not Applicable

Item 9.  Notice of Dissolution of Group.
 
Not Applicable

Item 10.    Certification.
 
Certification pursuant to §240.13d-1(c):

By signing below I certify that, 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.



 
 
 


 
CUSIP No. 459003109
 
 
SCHEDULE 13G
 
 
Page  6 of   6 Pages
 

 
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.

Dated: December 18, 2006 
 
VISION OPPORTUNITY MASTER FUND, LTD.


By: /s/ Adam Benowitz                 
Name: Adam Benowitz
Title:   Managing Member


 
 
 
 
 
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