-----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, AeLXefVwpZXpz1sDHwlrctvJEY+sUsSLvLtNe4OOC2CTY3xwQVodM8K2GpocdmRK J8JeGS6+bnrQhGHrbx2hmw== 0001144204-11-002078.txt : 20110113 0001144204-11-002078.hdr.sgml : 20110113 20110113133315 ACCESSION NUMBER: 0001144204-11-002078 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110113 DATE AS OF CHANGE: 20110113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Encore Atlantic Fund LLC CENTRAL INDEX KEY: 0001360736 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 194 TEMPO PLACE CITY: EASTPORT STATE: NY ZIP: 11941 MAIL ADDRESS: STREET 1: 194 TEMPO PLACE CITY: EASTPORT STATE: NY ZIP: 11941 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 57th Street General Acquisition Corp CENTRAL INDEX KEY: 0001476719 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 271215274 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85485 FILM NUMBER: 11527162 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-409-2434 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 v208047_sc13ga.htm Unassociated Document
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)*
 
57th STREET GENERAL ACQUISITION CORP.
(Name of Issuer)
 
Common Stock, $0.0001 par value
(Title of Class of Securities)
 
316816115
(CUSIP Number)
 
January 12, 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 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 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. 316816115
13G
Page 2 of 6 Pages

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Encore Atlantic Fund, 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
 
282,271 Shares
 
6
 
SHARED VOTING POWER
 
0 Shares
 
7
 
SOLE DISPOSITIVE POWER
 
282,271 Shares
 
8
 
SHARED DISPOSITIVE POWER
 
0 Shares
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
282,271 Shares
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ¨
 
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.7%
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, OO
 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 

CUSIP No. 316816115
13G
Page 3 of 6 Pages
 
Item 1(a).
Name of Issuer:
   
 
57th Street General Acquisition Corp..
   
Item 1(b.)
Address of Issuer=s Principal Executive Offices:
   
 
590 Madison Avenue, 35th Floor, New York, New York 10022
   
Item 2(a).
Name of Persons Filing:
   
 
Encore Atlantic Fund, LLC
   
Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
The business address of Encore Atlantic Fund, LLC is 3700 South Ocean Boulevard, Apt. 1503, Highland Beach, Florida 33487.
   
Item 2(c).
Citizenship:
   
 
Encore Atlantic Fund, LLC is a Delaware limited liability company
   
Item 2(d).
Title of Class of Securities:
   
 
Common Stock, par value $.0001 per share
   
Item 2(e).
CUSIP Number:
   
 
316816115
   
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 Exchange Act;
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Exchange Act;
 
(c)
¨
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
 
(d)
¨
Investment company registered under Section 8 of the Investment Company Act;
 
(e)
¨
An investment adviser in accordance with Rule 13d-1(b)(ii)(E);
 
(f)
¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
¨
A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G)
 
(h)
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
(i)
¨
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
(j)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 
 
 

CUSIP No. 316816115
13G
Page 4 of 6 Pages
 
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:
 
Encore Atlantic Fund, LLC beneficially owns 282,271 shares of Common Stock.
 
(b)
Percent of Class:

4.7%, which percentage was calculated based on 6,062,556 shares of Common Stock outstanding as of November 1, 2010, as per the Issuer’s Form 10-Q for the quarterly period ended September 30, 2010.
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote:
282,271 shares of common stock

 
(ii)
Shared power to vote or to direct the vote:
  0 shares of common stock

(iii)
Sole power to dispose or to direct the disposition of:
282,271 shares of common stock

(iv)
Shared power to dispose or to direct the disposition of:
                                 0 shares of common stock
 
Instruction:  For computations regarding securities which represent a right to acquire an underlying security see Rule 13d-3(d)(1).

 
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.

None.

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

None.

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

None.

Item 9.         Notice of Dissolution of Group.
 
None.

 
CUSIP No. 316816115
13G
Page 5 of 6 Pages
 
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.

 
 
 

CUSIP No. 316816115
13G
Page 6 of 6 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.

Dated:  January 13, 2011

 
ENCORE ATLANTIC FUND, LLC
   
By:
/s/ Richard J. Rosenstock
  
 
Name: Richard J. Rosenstock
 
Title: Managing Partner


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