-----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, U17tTFl0YKREo55z/KjTTgUkfMff55QDJ8bSZCWbPpDBhEGQ5v1CHeB3HxzOMNAs gYMmOfr7t6StrsWpEIbvkg== 0001144204-10-055243.txt : 20101025 0001144204-10-055243.hdr.sgml : 20101025 20101025092752 ACCESSION NUMBER: 0001144204-10-055243 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101025 DATE AS OF CHANGE: 20101025 GROUP MEMBERS: DAVID SKRILOFF GROUP MEMBERS: MKM CAPITAL ADVISORS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VALLEY FORGE COMPOSITE TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001332412 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 203014499 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81911 FILM NUMBER: 101138907 BUSINESS ADDRESS: STREET 1: RIVER CENTER I STREET 2: 50 E RIVER CENTER BLVD, SUITE 820 CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 859-581-5111 MAIL ADDRESS: STREET 1: RIVER CENTER I STREET 2: 50 E RIVER CENTER BLVD, SUITE 820 CITY: COVINGTON STATE: KY ZIP: 41011 FORMER COMPANY: FORMER CONFORMED NAME: QUETZAL CAPITAL I INC DATE OF NAME CHANGE: 20050707 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MKM OPPORTUNITY MASTER FUND LTD CENTRAL INDEX KEY: 0001444828 IRS NUMBER: 980576909 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 644 BROADWAY STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 212 473 8610 MAIL ADDRESS: STREET 1: 644 BROADWAY STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 SC 13D 1 v199326_sc13d.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
  
SCHEDULE 13D
(Rule 13d-101)

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. _)

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.
(Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
 
CUSIP No. 919639104
(CUSIP Number)

David Skriloff
MKM Capital Advisors, LLC
420 Lexington Avenue, Suite 1718
New York, NY  10170
With Copies To:

Marc J. Ross, Esq.
James M. Turner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Tel: (212) 930-9700
Fax: (212) 930-9725
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 13, 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 which 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.

(Continued on following pages)

(Page 1of 7)

 
 
 
13D
Page 2 of 7 Pages
     
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
  
     
 
MKM Opportunity Master Fund, Ltd.
  
2
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
  
   
(a) o
   
(b) x Reporting person
is affiliated with other
persons
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
  
 
7
SOLE VOTING POWER
     
 
  
  
NUMBER OF
8
SHARED VOTING POWER
SHARES
    
BENEFICIALLY
  
5,379,631*
OWNED BY
9
SOLE DISPOSITIVE POWER
EACH REPORTING
    
PERSON WITH
  
  
 
10
SHARED DISPOSITIVE POWER
     
 
  
5,379,631*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
5,379,631*
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  
     
   
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
8.51% *
  
14
TYPE OF REPORTING PERSON
  
     
 
CO
  
 *See Item 3 – Source and Amount of Funds or Other Consideration.

 
 

CUSIP No. 919639104
13D
Page 3 of 7 Pages
     
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
  
     
 
MKM Capital Advisors, LLC
  
2
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
  
   
(a) ¨
   
(b) x Reporting person
is affiliated with other
persons
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)
  
     
   
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Delaware
  
 
7
SOLE VOTING POWER
     
 
  
0
NUMBER OF
8
SHARED VOTING POWER
SHARES
    
BENEFICIALLY
  
5,379,631*
OWNED BY
9
SOLE DISPOSITIVE POWER
EACH REPORTING
    
PERSON WITH
  
0
 
10
SHARED DISPOSITIVE POWER
     
 
  
5,379,631*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
5,379,631*
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  
     
   
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
8.51*
  
14
TYPE OF REPORTING PERSON
  
     
 
OO
  
 *See Item 3 – Source and Amount of Funds or Other Consideration.
 
 
13D
Page 4 of 7 Pages
     
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
  
     
 
David Skriloff
  
2
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
  
   
(a) o
   
(b) x Reporting person
is affiliated with other
persons
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
  
 
7
SOLE VOTING POWER
     
 
  
0
NUMBER OF
8
SHARED VOTING POWER
SHARES
    
BENEFICIALLY
  
5,379,631*
OWNED BY
9
SOLE DISPOSITIVE POWER
EACH REPORTING
    
PERSON WITH
  
0
 
10
SHARED DISPOSITIVE POWER
     
 
  
5,379,631*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
5,379,631*
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  
     
   
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
8.51%*
  
14
TYPE OF REPORTING PERSON
  
     
 
IN
  
 *See Item 3 – Source and Amount of Funds or Other Consideration.

 
 
 
Page 5 of 7 Pages

Item 1. Security and Issuer

This statement relates to the common stock, $0.001 par value per share (the “Common Stock”), of Valley Forge Composite Technologies, Inc., a Florida Corporation (the "Issuer"). The principal offices of the Issuer are located at 50 East River Center Blvd., Suite 820, Covington, KY 41011.

Item 2. Identity and Background.

 (a)-(c), (f).  This statement is being filed by MKM Opportunity Master Fund, Ltd. (“MKM Opportunity”), MKM Capital Advisors, LLC (“MKM Capital”) and David Skriloff (“Skriloff”; MKM Opportunity, MKM Capital and Skriloff collectively, the “Reporting Persons”).

MKM Opportunity, a Cayman Islands corporation, whose business address is c/o MKM Capital, 420 Lexington Avenue, Suite 1718, New York, NY 10170, is primarily engaged in the business of investments.

MKM Capital, a Delaware limited liability company, whose business address is 420 Lexington Avenue, Suite 1718, New York, NY 10170, is primarily engaged in the business of investments.

Skriloff, a United States citizen, has a business address at c/o MKM Capital, 420 Lexington Avenue, Suite 1718, New York, NY 10170.

MKM Capital Advisors serves as investment manager to MKM Opportunity and, as such, may be deemed to hold an indirect beneficial interest in the shares of Common Stock that are directly beneficially owned by MKM Opportunity. David Skriloff is the managing member of MKM Capital and the portfolio manager of MKM Opportunity, and, as such, may be deemed to hold an indirect beneficial interest in the shares of Common Stock that are directly beneficially owned by MKM Opportunity. Each Reporting Person disclaims beneficial ownership of all securities other than those owned of record by such Reporting Person.

(d) and (e).  During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations  or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction in which the Reporting Persons were or are the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating  activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Sophisticated investors and institutions who have placed their funds within MKM Opportunity Master Fund, Ltd. in a hedge fund structure of investment and returns.  MKM Capital Advisors is the advisor of MKM Opportunity Master Fund, Ltd. and not an entity that takes investments.
 
 
Page 6 of 7 Pages

As of October 13, 2010, MKM Opportunity owned 3,351,060 shares of Common Stock and warrants to purchase up to 2,082,571 shares of Common Stock.

For purposes of determining the percentages reported in this Schedule 13D, the Reporting Persons utilized 63,186,202 shares of the Issuer’s total number of shares of Common Stock based upon (i) 61,103,631 issued and outstanding shares as reported on the Issuer’s Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission on August 23, 2010 and (ii) 2,082,571 of the Reporting Persons’ warrants to purchase Common Stock of the Issuer on an as converted basis.

For purposes of this Schedule 13D, the total number of shares reported as beneficially owned by the Reporting Persons is 5,379,631 shares, based upon 3,351,060 shares of Common Stock owned by the Reporting Persons and an additional 2,082,571 shares of Common Stock issuable upon exercise of warrants.

Item 4. Purpose of Transaction.
 
The shares acquired by the Reporting Persons were issued for the purpose of acquiring an interest in the Issuer.  The Reporting Persons do not have any present plan or proposal as a stockholder which relates to, or would result in any action  with  respect to, the matters listed in  paragraphs  (a) through (j) of Item 4 of Schedule 13D. In the future, the Reporting Persons may decide to purchase additional shares of Common Stock in the open market or a private transaction, or to sell any or all of their shares of Common Stock.

Item 5. Interest in Securities of the Issuer.
 
 
(b) The Reporting Persons have shared power to vote or dispose of 5,379,631 shares of common stock of the Issuer. Please see Item 3 – Source and Amount of Funds or Other Consideration.
 
(c) Other than the acquisition of the shares reported herein, the Reporting Persons have effected the following transactions in the shares of the Issuer during the past 60 days:

In September 2010, the Issuer purchased 1,500 shares of common stock in the open market.
In August 2010, the Issuer purchased 23,500 shares of common stock in the open market.
 
(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported above in this Item 5.
 
(e) Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
None.

 
 
Page 7 of 7 Pages
 
SIGNATURES

 
     
 
MKM Opportunity Master Fund, Ltd.
     
October 13, 2010
By: 
/s/ David Skriloff
 
Name: David Skriloff
 
Title: Portfolio Manager
 
  
    
 
MKM Capital Advisors, LLC
     
October 13, 2010
By: 
/s/ David Skriloff
 
Name: David Skriloff
 
Title: Managing Member
     
 
DAVID SKRILOFF
     
October 13, 2010
By:  
/s/ David Skriloff
 
Name: David Skriloff
   
 
 
 
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