sch13g.htm

0001393725-08-000076.txt : 20081015 0001393725-08-000076.hdr.sgml : 20081015 20081015172052 ACCESSION NUMBER: 0001393725-08-000076 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081015 DATE AS OF CHANGE: 20081015 GROUP MEMBERS: BARRY M. KITT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ivivi Technologies, Inc. CENTRAL INDEX KEY: 0001316925 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 222956711 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82136 FILM NUMBER: 081125840 BUSINESS ADDRESS: STREET 1: 224 S PEGASUS AVENUE CITY: NORTHVALE STATE: NJ ZIP: 07647 BUSINESS PHONE: 201-784-8268 MAIL ADDRESS: STREET 1: 224 S PEGASUS AVENUE CITY: NORTHVALE STATE: NJ ZIP: 07647 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE FUND L P CENTRAL INDEX KEY: 0000915861 IRS NUMBER: 752512784 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 12900 PRESTON RD STE 420 CITY: DALLAS STATE: TX ZIP: 75230 SC 13G 1 sch13g.htm IVIVI TECHNOLOGIES INC SCHEDULE 13G sch13g.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)*

Ivivi Technologies, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

46589F108

(CUSIP Number)

October 15, 2008

(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)
þ	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).

SCHEDULE 13G

CUSIP NO. 46589F108

Page 2 of 7

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) The Pinnacle Fund, L.P., a Texas limited partnership 75-2512784
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) (b)	¨ þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER Common Stock equal to less than 5%
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER Common Stock equal to less than 5%
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock equal to less than 5%
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5%
12	TYPE OF REPORTING PERSON PN

SCHEDULE 13G

CUSIP NO. 46589F108

Page 3 of 7

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Barry M. Kitt
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) (b)	¨ þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER Common Stock equal to less than 5%
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER Common Stock equal to less than 5%
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock equal to less than 5%
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5%
12	TYPE OF REPORTING PERSON IN

SCHEDULE 13G

CUSIP NO. 46589F108

Page 4 of 7

Item 1(a).	Name of Issuer:

	Ivivi Technologies, Inc. (the “Issuer”)

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

	135 Chestnut Ridge Rd. Montvale, New Jersey 07645

Items 2(a),	Name of Persons Filing, Address of Principal Business Office and
(b) and (c).	Citizenship:
	This Amendment No. 1 to Schedule 13G is being filed on behalf of The Pinnacle Fund, L.P. and Barry M. Kitt, as joint filers (collectively, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 1 to Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Amendment No. 1 to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

	The principal business office of the Reporting Persons is 4965 Preston Park Blvd., Suite 240, Plano, TX 75093. For citizenship, see Item 4 of each cover page.

Item 2(d).	Title of Class of Securities:
	Common Stock, no par value (the “Common Stock”)

Item 2(e).	CUSIP Number:

	46589F108

Item 3.	Not applicable.

Item 4.	Ownership.

	(a)	Amount beneficially owned:

		Common Stock equal to less than 5%*

SCHEDULE 13G

CUSIP NO. 46589F108

Page 5 of 7

	(b)	Percent of class:

		Less than 5%

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

		(i)	Sole power to vote or direct the vote: Common Stock equal to less than 5%

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

		(iii)	Sole power to dispose or to direct the disposition of: Common Stock equal to less than 5%

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


Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ

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 By the Parent Holding Company.

	Not applicable

Item 8.	Identification and Classification of Members of the Group.

	Not applicable

Item 9.	Notice of Dissolution of a Group.

	Not applicable

SCHEDULE 13G

CUSIP NO. 46589F108

Page 6 of 7

Item 10.	Certification.

	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.

SCHEDULE 13G

CUSIP NO. 46589F108

Page 7 of 7

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: October 15, 2008

	THE PINNACLE FUND, L.P.

	By:	Pinnacle Advisers, L.P., its general partner

	By:	Pinnacle Fund Management, LLC, its general partner


	By:	/s/Barry M. Kitt
		Barry M. Kitt, its sole member


		/s/Barry M. Kitt
		Barry M. Kitt

EX-1 2 exh1.htm EXHIBIT 1 exh1.htm

SCHEDULE 13G

CUSIP NO. 46589F108

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to certain shares of Common Stock of Ivivi Technologies, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on October 15, 2008.

	THE PINNACLE FUND, L.P.

	By:	Pinnacle Advisers, L.P., its general partner

	By:	Pinnacle Fund Management, LLC, its general partner


	By:	/s/Barry M. Kitt
		Barry M. Kitt, its sole member


		/s/Barry M. Kitt
		Barry M. Kitt