0001354488-12-001264.txt : 20120322 0001354488-12-001264.hdr.sgml : 20120322 20120321173612 ACCESSION NUMBER: 0001354488-12-001264 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120322 DATE AS OF CHANGE: 20120321 GROUP MEMBERS: CORBRAN LLC GROUP MEMBERS: DAVID STEFANSKY GROUP MEMBERS: HARBORVIEW ADVISORS LLC GROUP MEMBERS: HARBORVIEW MASTER FUND L.P. GROUP MEMBERS: HARBORVIEW VALUE MASTER FUND L.P. GROUP MEMBERS: RICHARD ROSENBLUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVECARE, INC. CENTRAL INDEX KEY: 0001429896 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 870578125 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85812 FILM NUMBER: 12706816 BUSINESS ADDRESS: STREET 1: 5095 WEST 2100 SOUTH CITY: WEST VALLEY CITY STATE: UT ZIP: 84120 BUSINESS PHONE: 801-974-9474 MAIL ADDRESS: STREET 1: 5095 WEST 2100 SOUTH CITY: WEST VALLEY CITY STATE: UT ZIP: 84120 FORMER COMPANY: FORMER CONFORMED NAME: Volu-Sol Reagents CORP DATE OF NAME CHANGE: 20080317 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARBORVIEW MASTER FUND LP CENTRAL INDEX KEY: 0001400704 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: HARBOUR HOUSE WATERFORD DRIVE STREET 2: PO BOX 972 CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 294 694 4770 MAIL ADDRESS: STREET 1: HARBOUR HOUSE WATERFORD DRIVE STREET 2: PO BOX 972 CITY: TORTOLA STATE: D8 ZIP: 00000 SC 13G/A 1 acar_sc13ga.htm AMENDMENT acar_sc13ga.htm
UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
 (Amendment No. 1 )*

ActiveCare, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

005057104
(CUSIP Number)

March 26, 2012
 (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o
 Rule 13d-1(b)
   
þ
 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).

Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:

Richard Rosenblum
  Harborview Advisors, LLC
850 Third Avenue, Suite 1801
 New York, New York 10022
 (646) 218-1400
 
 
 
 
 
CUSIP NO.005057104
 13G Page 2 of 12 Pages
 
1
NAME OF REPORTING PERSON:
 
Harborview Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) o  
(b) þ
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
 
3,012,818
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,012,818
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,012,818
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.8%
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
 
CUSIP NO.005057104
 13G Page 3 of 12 Pages
 
1
NAME OF REPORTING PERSON:
 
Harborview Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) o  
(b) þ
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,109,896
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,109,896
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,109,896
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.9%
12
TYPE OF REPORTING PERSON
 
IA, PN
 
 
 
 
 
CUSIP NO.005057104
 13G Page 4 of 12 Pages
 
1
NAME OF REPORTING PERSON:
 
David Stefansky
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) o  
(b) þ
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
438,000
6
SHARED VOTING POWER
 
3,109,896
7
SOLE DISPOSITIVE POWER
 
438,000
8
SHARED DISPOSITIVE POWER
 
3,109,896
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,547,896
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.9%
12
TYPE OF REPORTING PERSON
 
IN
 
 
 
 

CUSIP NO.005057104
13G Page 5 of 12 Pages
 
1
NAME OF REPORTING PERSON:
 
Richard Rosenblum
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,599,896
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,599,896
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,599,896
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.06%
12
TYPE OF REPORTING PERSON
 
IN

 
 
 
 
CUSIP NO. 005057104
 13G Page 6 of 12 Pages
 
1
NAME OF REPORTING PERSON:
 
The Corbran LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
490,000
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
490,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
490,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.25%
12
TYPE OF REPORTING PERSON
 
CO

 
 
 

CUSIP NO. 005057104
 13G Page 7 of 12 Pages
 
1
NAME OF REPORTING PERSON:
 
Harborview Value Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) o
(b) þ
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
 
37,078
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
37,078
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
37,078
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1%
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 

CUSIP NO. 005057104
 13G Page 8 of 12 Pages

ITEM 1.

(a)
Name of Issuer
 
 
ActiveCare, Inc. (the “Company”)

(b)
Address of Issuer’s Principal Executive Offices
 
 
5095 West 2100 South, Salt Lake City, Utah 84120
 
ITEM 2.

(a)
Name of Person Filing
 
 
This statement is jointly filed by and on behalf of each of Harborview Master Fund, L.P. , Harborview Value Master Fund, L.P. (“Value”), Harborview Advisors, LLC (“Harborview Advisors”), Richard Rosenblum, David Stefansky and The Corbran LLC. Harborview Master Fund, Value, David Stefansky and The Corbran LLC are the record and direct beneficial owners of the securities covered by this statement.
 
The securities held by Harborview Master Fund, L.P. are also reported as beneficially owned by Harborview Advisors, as the general partner of Harborview Master Fund, L.P. and of Harborview Value Master Fund, L.P., and by Messrs. Rosenblum and Stefansky, as the managing members of Harborview Advisors. By reason of these relationships, each of Harborview Master Fund, L.P., Harborview Value Master Fund, L.P., Harborview Advisors and Messrs. Rosenblum and Stefansky are reported as having shared power to vote, or to direct the vote, and shared power to dispose or direct the disposition of, the securities held by Harborview Master Fund.
 
The securities held by The Corbran LLC are also reported as beneficially owned by Mr. Rosenblum as the managing member of The Corbran LLC. By reason of this relationship, Mr. Rosenblum is reported as having shared power to vote, or to direct the vote, and shared power to dispose or direct the disposition of, the securities held by The Corbran LLC.
 
Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
 
Harborview Master Fund, L.P. and Harborview Advisors LLC disclaim beneficial ownership of any of the common stock held by David Stefansky and The Corbran LLC.

(b)
Address of Principal Business Office or, if none, Residence
 
 
The address of the principal business office of each reporting person is c/o Harborview Advisors, LLC, 850 Third Avenue, Suite 1801, New York, New York 10022.
 
(c)
Citizenship
 
 
See Item 4 on the cover page(s) hereto.

(d)
Title of Class of Securities
 
 
Common Stock

(e)
CUSIP Number
 
 
005057104
 
 
 
 

CUSIP NO. 005057104
 13G Page 9 of 12 Pages

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

(h)
o
A savings associations 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
A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J);

(k)
o
 Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
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: See Item 9 on the cover page(s) hereto.

(b)
Percent of class: See Item 11 on the cover page(s) hereto.

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

 
(i)
Sole power to vote or to direct the vote: Item 5 on the cover page(s) hereto.

 
(ii)
Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

 
(iii)
Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

 
(iv)
Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.
 
 
 
 
 
CUSIP NO. 005057104
 13G Page 10 of 12 Pages
 
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 ¨ .
 
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 OR CONTROL PERSON.
 
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
 
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP.
 
ITEM 10.
CERTIFICATIONS.
 
 
(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.
 
 
 
 

CUSIP NO. 005057104
 13G Page 11 of 12 Pages

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.

   
Harborview Master Fund, L.P.
  
         
   
By:
Harborview Advisors, LLC
  
   
Its:
General Partner
  
         
   
By:
/s/ Richard Rosenblum
  
   
Name:
Richard Rosenblum
  
   
Title:
Managing Member
  
   
Date:
    
         
   
Harborview Advisors, LLC
  
         
   
By:
/s/ Richard Rosenblum
  
   
Name:
Richard Rosenblum
  
   
Title:
Managing Member
  
   
Date:
    
         
   
Harborview Value Master Fund, L.P.
  
         
   
By:
/s/ Richard Rosenblum
  
   
Name:
Richard Rosenblum
  
   
Title:
Managing Member
  
   
Date:
    
         
   
Richard Rosenblum
  
         
   
/s/ Richard Rosenblum
  
   
Name:
Richard Rosenblum
  
   
Date:
    
         
   
David Stefansky
  
       
   
/s/ David Stefansky
  
   
Name:
David Stefansky
  
   
Title:
Managing Member
  
   
Date:
    

 
 
 

CUSIP NO. 005057104
 13G Page 12 of 12 Pages

EXHIBIT INDEX
 
Exhibit
Description of Exhibit
Joint Filing Agreement (furnished herewith).
 
 
 
 
 EX-99.1 2 acar_ex991.htm JOINT FILING AGREEMENT acar_ex991.htm
EXHIBIT 99.1

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.
 
   
Harborview Master Fund, L.P.
  
         
   
By:
Harborview Advisors, LLC
  
   
Its:
General Partner
  
         
   
By:
/s/ Richard Rosenblum
  
   
Name:
Richard Rosenblum
  
   
Title:
Managing Member
  
         
   
Harborview Value Master Fund, L.P.
  
         
    By: Harborview Advisors, LLC  
   
Its:
 General Partner  
         
    By: /s/ Richard Rosenblum  
   
Name:
 Richard Rosenblum  
   
Title:
 Managing Member  
         
   
Harborview Advisors, LLC
  
         
   
By:
/s/ Richard Rosenblum
  
   
Name:
Richard Rosenblum
  
   
Title:
Managing Member
  
         
   
Richard Rosenblum
  
         
   
/s/ Richard Rosenblum
  
   
Name:
Richard Rosenblum
  
         
   
David Stefansky
  
       
   
/s/ David Stefansky
  
   
Name:
David Stefansky