0001144204-14-027309.txt : 20140502 0001144204-14-027309.hdr.sgml : 20140502 20140502172458 ACCESSION NUMBER: 0001144204-14-027309 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140502 DATE AS OF CHANGE: 20140502 GROUP MEMBERS: BRIC 6, L.P. GROUP MEMBERS: BRIC OFFSHORE, LP GROUP MEMBERS: BRICOLEUR CAPITAL MANAGEMENT LLC GROUP MEMBERS: BRICOLEUR ENHANCED, L.P. GROUP MEMBERS: BRICOLEUR PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUANTUMSPHERE, INC. CENTRAL INDEX KEY: 0001387135 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 203925307 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88099 FILM NUMBER: 14810569 BUSINESS ADDRESS: STREET 1: 5555 NORTH STAR RIDGE WAY CITY: STAR STATE: ID ZIP: 83669 BUSINESS PHONE: 208-283-1542 MAIL ADDRESS: STREET 1: 5555 NORTH STAR RIDGE WAY CITY: STAR STATE: ID ZIP: 83669 FORMER COMPANY: FORMER CONFORMED NAME: WAY COOL IMPORTS INC DATE OF NAME CHANGE: 20070119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRICOLEUR CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001056566 IRS NUMBER: 134003626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 16236 SAN DIEGUITO ROAD, SUITE 2-22 STREET 2: BOX 9933 CITY: RANCHO SANTA FE STATE: CA ZIP: 92067 BUSINESS PHONE: 858.523.2000 MAIL ADDRESS: STREET 1: 16236 SAN DIEGUITO ROAD, SUITE 2-22 STREET 2: BOX 9933 CITY: RANCHO SANTA FE STATE: CA ZIP: 92067 SC 13G 1 v377043_sc13g.htm SC 13G

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

SCHEDULE 13G
Under the Securities Exchange Act of 1934

 

 

QuantumSphere, Inc.

(Name of Issuer)

 

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

 

74766K 10 4

(CUSIP Number)

.

 

April 22, 2014

(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)

 

xRule 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 on 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. 74766K104 

 

1. 

 

 

Names of Reporting Persons

 

Bricoleur Capital Management LLC

2.

  

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) ¨

(b) ¨

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

 

0

6.

 

 

Shared Voting Power 

 

1,168,038 

7.

 

 

Sole Dispositive Power 

 

8. Shared Dispositive Power

1,168,038

9)

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,168,038 

10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11)

 

Percent of Class Represented by Amount in Row 9

 

5.34% 

12) Type of Reporting Persons (See Instructions)

PN (Partnership)

             

2
 

  

CUSIP NO. 74766K 10 4

 

1.

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Bricoleur Partners, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) ¨

(b) ¨

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

 

0

6.

Shared Voting Power

 

749,811

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

749,811

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,168,038

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.

Percent of Class Represented by Amount in Row 9

 

3.45%

12.

Type of Reporting Persons (See Instructions)

 

PN (Partnership)

 

3
 

  

CUSIP NO. 74766K 10 4

 

1.

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Bric 6, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) ¨

(b) ¨

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

 

0

6.

Shared Voting Power

 

92,310

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

92,310

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

92,310

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.

Percent of Class Represented by Amount in Row 9

 

0.43%

12.

Type of Reporting Persons (See Instructions)

 

PN (Partnership)

 

4
 

 

CUSIP NO. 74766K 10 4

 

1.

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Bric Offshore, LP

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) ¨

(b) ¨

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:

British Virgin Islands

 

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With

5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

138,465

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

138,465

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

138,465

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.

Percent of Class Represented by Amount in Row 9

 

0.64%

12.

Type of Reporting Persons (See Instructions)

 

PN (Partnership)

 

 

 

5
 

CUSIP NO. 74766K 10 4

 

1.

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Bricoleur Enhanced, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) ¨

(b) ¨

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

 

0

6.

Shared Voting Power

 

187,452

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

187,452

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

187,452

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.

Percent of Class Represented by Amount in Row 9

 

0.87%

12.

Type of Reporting Persons (See Instructions)

 

PN (Partnership)

 

6
 

  

Item 1(a). Name of Issuer:
 

 

QuantumSphere, Inc., a Nevada corporation formerly known as Way Cool Imports, Inc. (the “Issuer”)

   
Item 1(b). Address of Issuer
 

 

2905 Tech Center Drive, Santa Ana, California 92705

   
Item 2(a). Name of Person Filing:
 

 

Bricoleur Capital Management LLC

Bricoleur Partners, L.P.

Bric 6, L.P.

Bric Offshore, LP

Bricoleur Enhanced, L.P

   
Item 2(b). Address or principal business office or, if none, residence:
 

 

P.O. Box 675586

Rancho Santa Fe, California 92067

Attention: Tolga Demir

   
Item 2(c). Citizenship:
 

 

Bricoleur Capital Management LLC, a Delaware limited liability company

Bricoleur Partners, L.P., a Delaware limited partnership

Bric 6, L.P., a Delaware limited partnership

Bric Offshore, L.P, a British Virgin Islands limited partnership

Bricoleur Enhanced, L.P., a Delaware limited partnership

   
Item 2(d). Title of class of securities:
 

 

Common stock, $.001 par value

   
Item 2(e). CUSIP No.:
 

 

74766K 10 4

   
Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

  (a) ¨

Broker or dealer registered under Section 15 of the Act;

  (b) ¨

Bank as defined in Section 3(a)(6) of the Act;

  (c) ¨

Insurance company as defined in Section 3(a)(19) of the Act;

  (d) ¨

Investment company registered under Section 8 of the Investment Company Act of 1940;

  (e) ¨

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

  (f) ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); 

  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) ¨

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;

  (j) ¨

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

  (k) ¨

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

 

7
 

  

Item 4. Ownership: Provide the following information regarding the aggregate number and percentage of class of securities of the issuer identified in Item 1.
   
 

The shares of the Issuer’s common stock that are the subject of this Schedule 13G consist of 1,168,038 shares beneficially owned by Bricoleur Capital Management LLC indirectly as investment manager for Bricoleur Partners, L.P., Bric 6, L.P., Bric Offshore, LP and Bricoleur Enhanced, L.P. The calculation of percentage beneficial ownership is based on the Issuer’s shares outstanding as of April 22, 2014 as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2014. 

 

  (a) Amount beneficially owned:
         
   

Bricoleur Capital Management LLC:

1,168,038 shares of the Issuer’s common stock

    Bricoleur Partners, L.P.: 749,811 shares of the Issuer’s common stock
    Bric 6, L.P.: 92,310 shares of the Issuer’s common stock
    Bric Offshore, LP: 138,465 shares of the Issuer’s common stock
    Bricoleur Enhanced, L.P.: 187,452 shares of the Issuer’s common stock 
     
  (b) Percent of class:
     
   

Bricoleur Capital Management LLC:

5.34%

    Bricoleur Partners, L.P.: 3.45%
    Bric 6, L.P.: 0.43%
    Bric Offshore, LP: 0.64%
    Bricoleur Enhanced, L.P.: 0.87%
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote:
       
     

0 shares

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

Bricoleur Capital Management LLC:

1,168,038 shares
    Bricoleur Partners, L.P.: 749,811 shares
    Bric 6, L.P.: 92,310 shares
    Bric Offshore, LP: 138,465 shares
    Bricoleur Enhanced, L.P.: 187,452 shares
       
    (iii) Sole power to dispose or to direct the disposition of:
       
     

0 shares

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

 

 

   

Bricoleur Capital Management LLC:

1,168,038 shares 
    Bricoleur Partners, L.P.: 749,811 shares
    Bric 6, L.P.: 92,310 shares
    Bric Offshore, LP: 138,465 shares
    Bricoleur Enhanced, L.P.: 187,452 shares

 

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 following ¨.
   
  Not applicable.

   

8
 

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person:
   
  If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
   
 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
   
 

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

   
 

Not applicable.

 

 

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

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.

   
 

Not applicable.

 

  

Item 9. Notice of Dissolution of Group:
   
 

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

   
  Not applicable.

 

 

 

9
 

 

Item 10. Certifications:

 

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, other than activities solely in connection with a nomination under § 240.14a-11. 

  

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this statement is true, complete and correct.

 

May 2, 2014 

 

  Bricoleur Capital Management LLC
   
  By: /s/ Tolga Demir  
  Name:  Tolga Demir
  Title:    CFO
     

 

  Bricoleur Partners, L.P.
   
  By:  /s/ Tolga Demir  
  Name:  Tolga Demir
  Title:    CFO of the General Partner, Bricoleur Capital Management, LLC
     

 

Bric 6, L.P.

   
  By:  /s/ Tolga Demir  
  Name:  Tolga Demir
  Title:    CFO of the General Partner, Bricoleur Capital Management, LLC
     

 

 

Bric Offshore, LP

   
  By:  /s/ Tolga Demir  
  Name:  Tolga Demir
  Title:    CFO of the General Partner, Bricoleur Capital Management, LLC
     

 

 

Bricoleur Enhanced, L.P.

   
  By:  /s/ Tolga Demir  
  Name:  Tolga Demir
  Title:    CFO of the General Partner, Bricoleur Capital Management, LLC
     

  

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

  

10