0001144204-12-008862.txt : 20120214 0001144204-12-008862.hdr.sgml : 20120214 20120214163648 ACCESSION NUMBER: 0001144204-12-008862 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: VISION OPPORTUNITY MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LONG-E INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001082562 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 870624752 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82238 FILM NUMBER: 12610752 BUSINESS ADDRESS: STREET 1: C-6F HUHAN CHUANGXIN BLOCK STREET 2: KEYUAN ROAD, HI-TECH INDUSTRY ZONE CITY: SHENZHEN GUANDONG STATE: F4 ZIP: 5180000 BUSINESS PHONE: 86 755 3396 5188 MAIL ADDRESS: STREET 1: C-6F HUHAN CHUANGXIN BLOCK STREET 2: KEYUAN ROAD, HI-TECH INDUSTRY ZONE CITY: SHENZHEN GUANDONG STATE: F4 ZIP: 5180000 FORMER COMPANY: FORMER CONFORMED NAME: INNCARDIO, INC DATE OF NAME CHANGE: 20050304 FORMER COMPANY: FORMER CONFORMED NAME: SOFTWALL EQUIPMENT CORP DATE OF NAME CHANGE: 19991110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/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 13G/A 1 v302676_sc13ga.htm AMENDMENT NO. 3

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

Long-e International, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001

(Title of Class of Securities)

 

54265M108

(CUSIP Number)

 

December 31, 2011

(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)

 

x 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).

 

Page 1 of 7
 

 

CUSIP No. 54265M108

 

1. Names of Reporting Persons
  I.R.S. Identification Nos. of above persons (entities only)
   
  Adam Benowitz
   
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
   
  United States

 

NUMBER OF

SHARES

5. SOLE VOTING POWER 0  
BENEFICIALLY 6. SHARED VOTING POWER 0  
OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 0  
PERSON WITH: 8. SHARED DISPOSITIVE POWER 0  

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person
   
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
   
11. Percent of Class Represented by Amount in Row (9)
   
0% 
   
12. Type of Reporting Person (See Instructions)
   
  IN

 

Page 2 of 7
 

 

CUSIP No. 54265M108

 

1. Names of Reporting Persons
  I.R.S. Identification Nos. of above persons (entities only)
   
  Vision Capital Advisors, LLC (formerly known as Vision Opportunity 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

5. SOLE VOTING POWER 0  
BENEFICIALLY 6. SHARED VOTING POWER 0  

OWNED BY EACH

REPORTING

7. SOLE DISPOSITIVE POWER 0  
PERSON WITH: 8. SHARED DISPOSITIVE POWER 0  

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person
   
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
   
11. Percent of Class Represented by Amount in Row (9)
   
0% 
   
12. Type of Reporting Person (See Instructions)
   
  IA

 

Page 3 of 7
 

 

CUSIP No. 54265M108

 

1. Names of Reporting Persons
  I.R.S. Identification Nos. of above persons (entities only)
   
  Vision Opportunity Master Fund, Ltd.
   
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
   
  Cayman Islands

 

NUMBER OF

SHARES

5. SOLE VOTING POWER 0  
BENEFICIALLY 6. SHARED VOTING POWER 0  

OWNED BY EACH

REPORTING

7. SOLE DISPOSITIVE POWER 0  
PERSON WITH: 8. SHARED DISPOSITIVE POWER 0  

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person
   
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
   
11. Percent of Class Represented by Amount in Row (9)
   
0% 
   
12. Type of Reporting Person (See Instructions)
   
  CO

 

Page 4 of 7
 

 

Item 1.

 

(a) The name of the issuer is Long-e International, Inc. (the “Issuer”).
   
(b)

The principal executive offices of the Issuer are located at C-6F Huhan Chuangxin Block, Keyuan Road, Hi-Tech Industry Zone, Shenzhen Guandong, 518000, China.

 

Item 2.

 

(a) This statement (this “Statement”) is being filed by: (i) Vision Opportunity Master Fund, Ltd., a Cayman Islands company (the “Master Fund”), (ii) Vision Capital Advisors, LLC, a Delaware limited liability company (formerly known as Vision Opportunity Capital Management, LLC) (the “Investment Manager”), and (iii) Adam Benowitz, the Managing Member of the Investment Manager (all of the foregoing, collectively, the “Filers”). The Master Fund is a private investment vehicle formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Master Fund directly owns all of the shares reported in this Statement. Mr. Benowitz and the Investment Manager may be deemed to share with the Master Fund voting and dispositive power with respect to such shares. Each Filer disclaims beneficial ownership with respect to any shares other than those owned directly by such Filer.
   
(b) The principal business office of the Master Fund is:
   
  c/o Ogier Fiduciary Services (Cayman) Limited
  P.O. Box 1234
  113 South Church Street
  Queensgate House
  Grand Cayman KY1-1108
  Cayman Islands
   
  The principal business office of each of the Investment Manager and Mr. Benowitz is:
   
  20 West 55th Street, 5th Floor
  New York, New York 10019
  USA
   
(c) For citizenship information see Item 4 of the cover page of each Filer.
   
(d) This Statement relates to the Common Stock, par value $0.001 per share, of the Issuer (the “Common Stock”).
   
(e) The CUSIP Number of the Common Stock is listed on the cover pages hereto.

 

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:

 

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

Page 5 of 7
 

 

(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) ¨ An investment adviser in accordance with 240.13d-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 240.13d-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 (15 U.S.C. 80a-3);
(j) ¨ Group, in accordance with 240.13d-1(b)(1)(ii)(J).

 

Not applicable.

 

Item 4. Ownership.

 

See Items 5-9 and 11 on the cover page for each Filer, and Item 2, which information is given as of December 31, 2011.

 

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: x

 

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.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

(a) Not applicable.
   
(b) 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.

 

Page 6 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: February 14, 2012

 

  ADAM BENOWITZ
  VISION CAPITAL ADVISORS, LLC
  VISION OPPORTUNITY MASTER FUND, LTD.
   
  By: /s/ Adam Benowitz  
  Adam Benowitz, for himself, as Managing Member of the
  Investment Manager and as a Director of the Master Fund

  

Page 7 of 7