-----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, BUCgVm5KVLgmczXFzkFp+vx+awcrihftgv+c5jiUShih/ZM2QyBmTM/GcZnhrToZ 8MJysSffIua4XcY1pMApIQ== 0001132413-07-000037.txt : 20070207 0001132413-07-000037.hdr.sgml : 20070207 20070207152706 ACCESSION NUMBER: 0001132413-07-000037 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070207 DATE AS OF CHANGE: 20070207 GROUP MEMBERS: ISRAEL A. ENGLANDER GROUP MEMBERS: MILLENNIUM MANAGEMENT, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Affinity Media International Corp., CENTRAL INDEX KEY: 0001336654 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 203315459 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81846 FILM NUMBER: 07587914 BUSINESS ADDRESS: STREET 1: 1850 SAWTELLE BLVD. STREET 2: SUITE 470 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 301-479-1555 MAIL ADDRESS: STREET 1: 1850 SAWTELLE BLVD. STREET 2: SUITE 470 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: AFFINITY INTERNATIONAL CORP DATE OF NAME CHANGE: 20050819 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLENCO, L.L.C. CENTRAL INDEX KEY: 0001132413 IRS NUMBER: 133532932 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT, L.L.C. STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: (212) 841-4100 MAIL ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT, L.L.C. STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 FORMER COMPANY: FORMER CONFORMED NAME: MILLENCO, L.P./NY DATE OF NAME CHANGE: 20050310 FORMER COMPANY: FORMER CONFORMED NAME: MILLENCO LP/NY DATE OF NAME CHANGE: 20010111 SC 13G/A 1 afmi_sc13g-a1.htm AMENDMENT NO. 1 TO SCHEDULE 13G SCHEDULE 13G

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

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. 1)*
AFFINITY MEDIA INTERNATIONAL CORP.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)

00828Q102
(CUSIP Number)

DECEMBER 31, 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:

     þ Rule 13d-1(b)

     o Rule 13d-1(c)

     o 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.
  
00828Q102

SCHEDULE 13G

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1
 NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 Millenco, L.L.C.
 13-3532932
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5
 SOLE VOTING POWER

 280,100
6
 SHARED VOTING POWER

 -0- 
7
 SOLE DISPOSITIVE POWER

 280,100 
8
 SHARED DISPOSITIVE POWER

 -0-
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 280,100
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 6.7%
12 TYPE OF REPORTING PERSON

 OO, BD

                     
CUSIP No.
  
00828Q102

SCHEDULE 13G

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1
 NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 Millennium Management, L.L.C.
 13-3804139
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5
 SOLE VOTING POWER

 280,100
6
 SHARED VOTING POWER

 -0- 
7
 SOLE DISPOSITIVE POWER

 280,100 
8
 SHARED DISPOSITIVE POWER

 -0- 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 280,100
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 6.7%
12 TYPE OF REPORTING PERSON

 OO

                     
CUSIP No.
  
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SCHEDULE 13G

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1
 NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 Israel A. Englander
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5
 SOLE VOTING POWER

 280,100
6
 SHARED VOTING POWER

 -0- 
7
 SOLE DISPOSITIVE POWER

 280,100 
8
 SHARED DISPOSITIVE POWER

 -0- 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 280,100
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 6.7%
12
 TYPE OF REPORTING PERSON

 IN
                     
CUSIP No.
  
00828Q102

 SCHEDULE 13G

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Item 1.    
 
 (a) Name of Issuer:
 
    
 
  Affinity Media International Corp., a Delaware corporation (the "Company").
 
    
 
 (b) Address of Issuer’s Principal Executive Offices:
 
    
 
 

1850 Sawtelle Boulevard, Suite 470
 
Los Angeles, California 90025
     
Item 2.
 (a) Name of Person Filing:
 
 (b) Address of Principal Business Office:
 
 (c) Citizenship:
     
 
  Millenco, L.L.C.
c/o Millennium Management, L.L.C.
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
    
 
  Millennium Management, L.L.C.
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
    
 
  Israel A. Englander
c/o Millennium Management, L.L.C.
666 Fifth Avenue
New York, New York 10103
Citizenship: United States
 
    
  (d) Title of Class of Securities:
common stock, $0.0001 par value per share ("Common Stock")
 
  (e) CUSIP Number:
     
    00828Q102
 
    

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
 
            
 
  (a)   þ   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
             
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
             
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
             
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
             
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
             
 
  (f)   o    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

             
 
  (g)   þ   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
                     
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 SCHEDULE 13G

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  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
             
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
             
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
            

Item 4. Ownership

    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned

    As of the date of this filing, each Reporting Person may be deemed to be the beneficial owner of the following:

(i)   251,100 shares of Common Stock owned by Millenco, L.L.C., a Delaware limited liability company ("Millenco"), formerly known as Millenco, L.P., a Delaware limited partnership, which shares are a constituent part of the Company’s units ("Units") of which Millenco holds 251,100. Each Unit consists of (a) one share of Common Stock and (b) two warrants ("Warrants"). Each Warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $5.00. Each Warrant will become exercisable on the later of the Company’s completion of a business combination and June 5, 2007, and will expire on June 4, 2010, or earlier upon redemption. As of the date of this filing, the Company has not announced the completion of a business combination; and

(ii)   29,000 shares of Common Stock owned by Millenco.

   In addition to the Warrants exercisable into 502,200 shares of Common Stock, which are held as part of the Units, Millenco owns Warrants exercisable into 1,049,500 shares of Common Stock which also are not currently exercisable.

   Millennium Management, L.L.C., a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millenco.

   Note:   Integrated Holding Group, L.P., a Delaware limited partnership ("Integrated Holding Group"), is a non-managing member of Millenco. As a non-managing member, Integrated Holding Group has no investment or voting control over Millenco or its securities positions.

(b) Percent of Class:   

   6.7% of the Company’s Common Stock (see Item 4(a) above), which percentage was calculated based on 4,162,500 shares of Common Stock outstanding as of November 14, 2006, as reported in the Company’s Quarterly Report on Form 10-QSB, dated as of November 14, 2006.

                     
CUSIP No.
  
00828Q102

 SCHEDULE 13G

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

(i) Sole power to vote or to direct the vote

    280,100

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

    -0-

 (iii) Sole power to dispose or to direct the disposition of

    280,100

(iv) Shared power to dispose or to 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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the followingo.

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.

Item 8. Identification and Classification of Members of the Group

    See Exhibit I.

Item 9. Notice of Dissolution of Group

    Not applicable.

Item 10. Certification 

   By signing below each of the undersigned certifies that, to the best of its 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.
  
00828Q102

SCHEDULE 13G

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Exhibits:

Exhibit I:   Joint Filing Agreement, dated as of February 6, 2007, by and among Millenco, L.L.C., Millennium Management, L.L.C. and Israel A. Englander.

                     
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SCHEDULE 13G

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SIGNATURE

              

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: February 6, 2007

MILLENCO, L.L.C.

By: Millennium Management, L.L.C.
       as manager

By:  /s/ Terry Feeney                                          
        Name: Terry Feeney
        Title:   Chief Operating Officer

 

MILLENNIUM MANAGEMENT, L.L.C.

By:  /s/ Terry Feeney                                          
        Name: Terry Feeney
        Title:   Chief Operating Officer

 
/s/ Israel A. Englander by David Nolan              
pursuant to Power of Attorney filed with         
the SEC on June 6, 2005                                   
Israel A. Englander

                     
CUSIP No.
  
00828Q102

SCHEDULE 13G

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      EXHIBIT I              
                     
      JOINT FILING AGREEMENT              

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.0001 per share of Affinity Media International Corp., a Delaware Corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 6, 2007

MILLENCO, L.L.C.

By: Millennium Management, L.L.C.
       as manager

By:  /s/ Terry Feeney                                          
        Name: Terry Feeney
        Title:   Chief Operating Officer

 

MILLENNIUM MANAGEMENT, L.L.C.

By:  /s/ Terry Feeney                                          
        Name: Terry Feeney
        Title:   Chief Operating Officer

 
/s/ Israel A. Englander by David Nolan              
pursuant to Power of Attorney filed with         
the SEC on June 6, 2005                                   
Israel A. Englander
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