-----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, OxEOGfP8VzhulREWtjNj/0XLm8dT40hoxM/g9ylWMivRr9oW7MITgsNRmiYh5Oou vKwqUKh+J9v8cLa72GbMhA== 0001144204-10-063135.txt : 20101123 0001144204-10-063135.hdr.sgml : 20101123 20101123133508 ACCESSION NUMBER: 0001144204-10-063135 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101123 DATE AS OF CHANGE: 20101123 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: VCAF GP, LLC GROUP MEMBERS: VISION CAPITAL ADVANTAGE FUND, L.P. GROUP MEMBERS: VISION OPPORTUNITY MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Juma Technology Corp. CENTRAL INDEX KEY: 0001309055 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 680605151 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82211 FILM NUMBER: 101211206 BUSINESS ADDRESS: STREET 1: 154 TOLEDO STREET CITY: FARMINGDALE STATE: NY ZIP: 11735 BUSINESS PHONE: 631-300-1000 MAIL ADDRESS: STREET 1: 154 TOLEDO STREET CITY: FARMINGDALE STATE: NY ZIP: 11735 FORMER COMPANY: FORMER CONFORMED NAME: X & O Cosmetics, Inc DATE OF NAME CHANGE: 20060907 FORMER COMPANY: FORMER CONFORMED NAME: Elite Cosmetics, Inc DATE OF NAME CHANGE: 20050614 FORMER COMPANY: FORMER CONFORMED NAME: EDMONDS 4 INC. DATE OF NAME CHANGE: 20041118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-849-8242 MAIL ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 v203806_sc13da.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 13D


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 10)*


JUMA TECHNOLOGY CORP.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

48138T100
(CUSIP Number)

Vision Capital Advisors, LLC
20 West 55th Street, 5th Floor
New York, NY 10019
Attention: James Murray

Tel:  212.849.8237
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 12, 2010
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  o.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* 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 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 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.)
 

 
 
Page 1 of 10

 

CUSIP No.:  48138T100

NAME OF REPORTING PERSON
   
1.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
   
 
Adam Benowitz
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
 
(b) o
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
AF
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  o
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
 
8
 
9
 
10
SOLE VOTING POWER   -   0
 
SHARED VOTING POWER   -   214,678,806
 
SOLE DISPOSITIVE POWER   -     0
 
SHARED DISPOSITIVE POWER   - 214,678,806

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
214,678,806
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
82.6%
   
14
TYPE OF REPORTING PERSON
   
 
IN
 
 
 
Page 2 of 10

 
 
 
 
CUSIP No.:  48138T100

1
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
   
 
Vision Capital Advisors, LLC
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
 
(b) o
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
AF
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  o
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
 
8
 
9
 
10
SOLE VOTING POWER   -   0
 
SHARED VOTING POWER   -   214,678,806
 
SOLE DISPOSITIVE POWER   -   0
 
SHARED DISPOSITIVE POWER   -   214,678,806

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
214,678,806
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
82.6%
   
14
TYPE OF REPORTING PERSON
   
 
IA
 
 
 
Page 3 of 10

 

 
CUSIP No.:  48138T100

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) o
 
(b) o
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
WC
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  o
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
 
8
 
9
 
10
SOLE VOTING POWER   -   0
 
SHARED VOTING POWER   -   See Item 5
 
SOLE DISPOSITIVE POWER   -   0
 
SHARED DISPOSITIVE POWER   -  See Item 5

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
See Item 5
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
See Item 5
   
14
TYPE OF REPORTING PERSON
   
 
CO
 
 
 
Page 4 of 10

 
 
 
CUSIP No.:  48138T100

NAME OF REPORTING PERSON

1.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
   
 
Vision Capital Advantage Fund, L.P.
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
 
(b) o
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
WC
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
 
8
 
9
 
10
SOLE VOTING POWER   -   0
 
SHARED VOTING POWER   -   See Item 5
 
SOLE DISPOSITIVE POWER   -     0
 
SHARED DISPOSITIVE POWER   - See Item 5

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
See Item 5
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
See Item 5
   
14
TYPE OF REPORTING PERSON
   
 
PN
 
 
 
Page 5 of 10

 
 
 
 
CUSIP No.:  48138T100

NAME OF REPORTING PERSON

1.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
   
 
VCAF GP, LLC
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
 
(b) o
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
AF
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
 
8
 
9
 
10
SOLE VOTING POWER   -   0
 
SHARED VOTING POWER   -   See Item 5
 
SOLE DISPOSITIVE POWER   -     0
 
SHARED DISPOSITIVE POWER   - See Item 5

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
See Item 5
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
See Item 5
   
14
TYPE OF REPORTING PERSON
   
 
OO
 
 
 
Page 6 of 10

 
 
 
Explanatory Note

This Amendment No. 10 to Schedule 13D (this “Amendment No. 10”) is being filed with respect to the beneficial ownership of common stock, par value $0.0001 per share (the “Common Stock”), of Juma Technology Corp., a Delaware corporation (the “Issuer” or the “Company”).  This Amendment No. 10 supplements Items 3, 4 and 7, and amends and restates in its entirety Item 5, of the Schedule 13D (as amended) originally filed on October 19, 2009.

ITEM 3.
Source and Amount of Funds or Other Consideration

The funds used to acquire the securities described in Item 4 of this Amendment No. 10 were from working capital of the Master Fund, and the amount of funds totaled in the aggregate $500,000.

ITEM 4.
Purpose of Transaction.

November 12, 2010 Note and Warrant Purchase Agreement

On November 12, 2010, the Issuer entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) with the Master Fund (attached as an exhibit to the Issuer’s Current Report on Form 8-K, as filed with the SEC on November 17, 2010).  Under the Purchase Agreement, the Issuer executed and delivered to the Master Fund (a) a 10% bridge note in the aggregate principal amount of $500,000 (the “Note”) and (b) a Series A Warrant to purchase an aggregate of 3,333,333 shares of the Issuer’s common stock (the “Warrant”). The Note accrues interest at 10% per annum from the date of issuance, which interest is payable in cash at the maturity date, which is November 29, 2010. The Note does not contain any conversion provisions.  The Warrant is exercisable into shares of Common Stock at any time at the option of the Master Fund at an initial exercise price of $0.15 per share, provided that it cannot be exercised or converted to the extent that after giving effect thereto the beneficial ownership of the Master Fund, VCAF and their affiliates would exceed 4.99% of the Issuer’s outstanding Common Stock (which restriction can be lifted upon 61 days notice).  The term of the Warrant expires March 31, 2015.

Waiver of Price Protection

Concurrently with the above described Purchase Agreement, the Company has entered into an Acknowledgement and Waiver of Anti-Dilution Adjustments (the “Acknowledgement”).  Under the Acknowledgement, the Company acknowledged that the price protection provisions of the Series B Preferred Stock were triggered; provided, however, that the Master Fund and VCAF agreed to waive the price protections of the Series B Preferred Stock.

ITEM 5.
Interest in Securities of the Issuer.

(a)           The Master Fund and VCAF, collectively, (i) own 1,116,705 shares of Common Stock, (ii) have the ability to acquire an additional 213,562,101 shares of Common Stock through the exercise or conversion of derivative securities and (iii) thus beneficially own 214,678,806 shares of Common Stock, representing 82.6% of all of the Issuer’s outstanding Common Stock.  The Investment Manager and Mr. Benowitz (and the General Partner with respect to the shares of Common Stock owned by VCAF) may each be deemed to beneficially own the shares of Common Stock beneficially owned by the Master Fund and VCAF.  Each disclaims beneficial ownership of such shares.  The foregoing is based on 46,468,945 shares of Common Stock outstanding as of November 8, 2010, as reported on the Issuer’s Form 10-Q filed on November 10, 2010.
 
 
 
Page 7 of 10

 

 
(b)           The Reporting Persons have shared power (with each other and not with any third party), to vote or direct the vote of and to dispose or direct the disposition of the 214,678,806 shares of Common Stock reported herein.

(c)           Except as provided in Item 4, no transactions in the Common Stock have been effected by the Reporting Persons or, to the knowledge of the Reporting Persons, the Directors and Officers, since the filing of Amendment No. 9 to Schedule 13D on October 6, 2010.

(d)           Not applicable.

(e)           Not applicable.

ITEM 7.
Material to be Filed as Exhibits.
   
Exhibit No. Document
 
34.
Form of Note and Warrant Purchase Agreement dated as of November 12, 2010*
 
35.
Form of 10% Bridge Note*
 
36.
Form of Series A Warrant*
 
37.
Form of Acknowledgement and Waiver of Anti-Dilution Adjustments*

*Incorporated by reference to the Issuer’s Current Report on Form 8-K, as filed with the SEC on November 17, 2010.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 8 of 10

 
 
 
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:  November 22, 2010
   
     
 
ADAM BENOWITZ
 
 
VISION CAPITAL ADVISORS, LLC
 
 
VISION OPPORTUNITY MASTER FUND, LTD.
 
 
VISION CAPITAL ADVANTAGE FUND, L.P.
 
 
VCAF GP, LLC
 
     
 
By:   /s/ Adam Benowitz
 
 
Adam Benowitz, for himself, as Managing Member of the
\Investment Manager, as a Director of the Master Fund, and
as authorized signatory of the General Partner (for itself and
VCAF)
 

 
 
Page 9 of 10

 
 

 

EXHIBIT INDEX

                               

Exhibit No. Document
   
34.
Form of Note and Warrant Purchase Agreement dated as of November 12, 2010*
 
35.
Form of 10% Bridge Note*
 
36.
Form of Series A Warrant*
 
37.
Form of Acknowledgement and Waiver of Anti-Dilution Adjustments*

*Incorporated by reference to the Issuer’s Current Report on Form 8-K, as filed with the SEC on November 17, 2010.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 10 of 10 pages
-----END PRIVACY-ENHANCED MESSAGE-----