0001144204-12-003576.txt : 20120124 0001144204-12-003576.hdr.sgml : 20120124 20120123211359 ACCESSION NUMBER: 0001144204-12-003576 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120124 DATE AS OF CHANGE: 20120123 GROUP MEMBERS: BRENDAN T. O'NEIL GROUP MEMBERS: IRONRIDGE GLOBAL PARTNERS, LLC GROUP MEMBERS: JOHN C. KIRKLAND GROUP MEMBERS: KEITH COULSTON GROUP MEMBERS: RICHARD H. KREGER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Skinny Nutritional Corp. CENTRAL INDEX KEY: 0001176325 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 233100268 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82108 FILM NUMBER: 12540649 BUSINESS ADDRESS: STREET 1: 3 BALA PLAZA EAST STREET 2: SUITE 117 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 610-784-2000 MAIL ADDRESS: STREET 1: 3 BALA PLAZA EAST STREET 2: SUITE 117 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: CREATIVE ENTERPRISES INTERNATIONAL INC DATE OF NAME CHANGE: 20020625 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ironridge Global IV, Ltd. CENTRAL INDEX KEY: 0001512103 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: HARBOUR HOUSE, WATERFRONT DRIVE STREET 2: P.O. BOX 972 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 284 949 4770 MAIL ADDRESS: STREET 1: HARBOUR HOUSE, WATERFRONT DRIVE STREET 2: P.O. BOX 972 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: VG1110 SC 13G 1 v300199_sc13g.htm SC 13G

United states

Securities and exchange commission

WashinGton, d.c. 20549

 

Schedule 13G

Under the securities exchange act of 1934

 

SKINNY NUTRITIONAL CORP.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

830695102

(CUSIP Number)

 

January 23, 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:

 

¨ Rule 13d-1(b)
þ 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 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).

 

 
 

 

1. NAME OF REPORTING PERSON  
     
  Ironridge Global IV, Ltd.  
     
  IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
    (a)    ¨
    (b)       ¨
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* (See Item 4)   
     
6. SHARED VOTING POWER  
     
  0  
     
7. SOLE DISPOSITIVE POWER  
     
  65,100,000* (See Item 4)  
     
8. SHARED DISPOSITIVE POWER  
     
0  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  65,100,000* (See Item 4)  
     
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: ¨
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:  
     
  9.99%* (See Item 4)  
     
12. TYPE OF REPORTING PERSON  
     
  OO  

 

* Subject to adjustment. (See Item 4)

 

 
 

 

1. NAME OF REPORTING PERSON  
     
  Ironridge Global Partners, LLC  
     
  IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)  
     
  27-4741201  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
    (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  
     
  0* (See Item 4)  
     
6. SHARED VOTING POWER  
     
  0* (See Item 4)  
     
7. SOLE DISPOSITIVE POWER  
     
  0* (See Item 4)  
     
8. SHARED DISPOSITIVE POWER  
     
  0* (See Item 4)  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  0* (See Item 4)  
     
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: ¨
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:  
     
  0%* (See Item 4)  
     
12. TYPE OF REPORTING PERSON  
     
  HC  

  

*Excludes shares owned by Ironridge Global IV, Ltd. (See Item 4)

 

 
 

  

1. NAME OF REPORTING PERSON  
     
  Brendan T. O’Neil  
     
  IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:  
    (a)      ¨
    (b)      ¨
3. SEC USE ONLY  
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:  
     
5. SOLE VOTING POWER  
     
  0* (See Item 4)  
     
6. SHARED VOTING POWER  
     
  0* (See Item 4)  
     
7. SOLE DISPOSITIVE POWER  
     
  0* (See Item 4)  
     
8. SHARED DISPOSITIVE POWER  
     
  0* (See Item 4)  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  0* (See Item 4)  
     
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: ¨
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:  
     
  0%* (See Item 4)  
     
12. TYPE OF REPORTING PERSON  
     
  IN  

  

* Excludes shares owned by Ironridge Global IV, Ltd. (See Item 4)

 

 
 

 

1. NAME OF REPORTING PERSON  
     
  Richard H. Kreger  
     
  IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:  
    (a)      ¨
    (b)      ¨
3. SEC USE ONLY  
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:  
     
5. SOLE VOTING POWER  
     
  0* (See Item 4)  
     
6. SHARED VOTING POWER  
     
  0* (See Item 4)  
     
7. SOLE DISPOSITIVE POWER  
     
  0* (See Item 4)  
     
8. SHARED DISPOSITIVE POWER  
     
  0* (See Item 4)  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  0* (See Item 4)  
     
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: ¨
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:  
     
  0%* (See Item 4)  
     
12. TYPE OF REPORTING PERSON  
     
  IN  

  

* Excludes shares owned by Ironridge Global IV, Ltd. (See Item 4)

 

 
 

 

1. NAME OF REPORTING PERSON  
     
  John C. Kirkland  
     
  IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:  
    (a)      ¨
    (b)      ¨
3. SEC USE ONLY  
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:  
     
5. SOLE VOTING POWER  
     
  0* (See Item 4)  
     
6. SHARED VOTING POWER  
     
  0* (See Item 4)  
     
7. SOLE DISPOSITIVE POWER  
     
  0* (See Item 4)  
     
8. SHARED DISPOSITIVE POWER  
     
  0* (See Item 4)  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  0* (See Item 4)  
     
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: ¨
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:  
     
  0%* (See Item 4)  
     
12. TYPE OF REPORTING PERSON  
     
  IN  

 

* Excludes shares owned by Ironridge Global IV, Ltd. (See Item 4)

 

 
 

 

1. NAME OF REPORTING PERSON  
     
  Keith Coulston  
     
  IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:  
    (a)      ¨
    (b)      ¨
3. SEC USE ONLY  
     
4. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:  
     
5. SOLE VOTING POWER  
     
  0* (See Item 4)  
     
6. SHARED VOTING POWER  
     
  0* (See Item 4)  
     
7. SOLE DISPOSITIVE POWER  
     
  0* (See Item 4)  
     
8. SHARED DISPOSITIVE POWER  
     
  0* (See Item 4)  
     
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  0* (See Item 4)  
     
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: ¨
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:  
     
  0%* (See Item 4)  
     
12. TYPE OF REPORTING PERSON  
     
  IN  

 

* Excludes shares owned by Ironridge Global IV, Ltd. (See Item 4)

 

 
 

  

ITEM 1 (a) Name of Issuer:
     
    Skinny Nutritional Corp.
     
  (b) Address of Issuer’s Principal Executive Offices:
     
    Three Bala Plaza East, Suite 101
    Bala Cynwyd, Pennsylvania 19004
     
ITEM 2 (a) Name of Person Filing:
     
    This statement is filed by Ironridge Global IV, Ltd. (“IV”) with respect to shares of common stock of the issuer beneficially owned by IV, and by Ironridge Global Partners, LLC (“IGP”) and IGP’s managing members Brendan T. O’Neil, Richard H. Kreger, John C. Kirkland and Keith Coulston with respect to the shares beneficially owned by IV. 
     
  (b) Address of Principal Business Office, or, if None, Residence:
     
    The address of the principal business office of IV is: 
     
    Harbour House, Waterfront Drive
    P.O. Box 972, Road Town, Tortola
    British Virgin Islands, VG1110
     
    The address of the principal business office of IGP and Messrs. O’Neil, Kreger and Coulston is: 
     
    425 California St. Suite 1010
    San Francisco, California 94104
     
    The address of the principal business office of Mr. Kirkland is:
     
    881 Alma Real Drive, Suite 305
    Los Angeles, California 90272
     
  (c) Citizenship:
     
    IV is a British Virgin Islands business company.
    IGP is a Delaware limited liability company.
    Messrs. O’Neil, Kreger, Kirkland and Coulston are United States citizens.
     
  (d) Title of Class of Securities:
     
    Common Stock, $0.001 par value per share.
     
  (e) CUSIP Number:
     
    830695102

 

 
 

 

ITEM 3:   If this Statement if Filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
       
  q a. Broker or dealer registered under Section 15 of the Exchange Act.
  q b. Bank as defined in Section 3(a)(6) of the Exchange Act.
  q c. Insurance company as defined in Section 3(a)(19) of the Exchange Act.
  q d. Investment company registered under Section 8 of the Investment
      Company Act.
  q e. An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
  q f. An employee benefit plan or endowment fund in accordance with
      Rule 13d-1(b)(1)(ii)(F)
  q g. A parent holding company or control person in accordance with Rule
      13d-1(b)(1)(ii)(G)
  q h. A savings association as defined in Section 3(b) of the Federal Deposit
      Insurance Act
  q i. A church plan that is excluded from the definition of an investment
      company under Section 3(c)(14) of the Investment Company Act
  q j. Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
   
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 of cover pages.
     
  (b) Percent of class:  See item 11 of cover pages.
     
  (c) Number of shares as to which such person has:
       
    (i) Sole power to vote or to direct the vote:
       
    (ii) Shared power to vote or to direct the vote:
       
    (iii) Sole power to dispose or to direct the disposition of:
       
    (iv) Shared power to dispose or to direct the disposition of:

 

See items 5-8 of cover pages.

 

Pursuant to an Order Approving Stipulation for Settlement of Claims between Ironridge Global IV, Ltd. (“IV”) and the issuer on January 23, 2012, in settlement of $1,255,231.64 in accounts payable of the issuer owned by IV, IV is entitled to 2 million shares of the issuer’s common stock plus that number of shares equal to the claim amount and reasonable fees divided 80% of the following: the volume weighted average price of the issuer’s common stock over that number of consecutive trading days following the date of receipt required for the aggregate trading volume, as reported by Bloomberg LP, to exceed $4 million, not to exceed the arithmetic average of the individual daily volume weighted average prices of any five trading days during such period. Based on the issuer’s $0.02 closing share price on January 23, 2012, that would equate to approximately 88,953,425 shares.

 

IV received an initial issuance of 65,100,000 shares, and may be required to return or be entitled to receive shares, based on the calculation summarized in the prior paragraph. For purposes of calculating the percent of class, the reporting persons have assumed that there were a total of 586,379,824 shares of common stock outstanding immediately prior to the issuance of shares to IV, such that 65,100,000 shares issued to IV would represent approximately 9.99% of the outstanding common stock after such issuance. At no time may the reporting persons collectively own more than 9.99% of the total number of shares of common stock outstanding

 

 
 

 

IV is not a registered broker-dealer or an affiliate of a registered broker-dealer. Voting and dispositive power with respect to shares of common stock owned by IV is exercised by Peter Cooper, Director. However, for so long as IV or any of its affiliates hold any shares of common stock of the issuer, they are prohibited from, among other actions: (1) voting any shares of issuer common stock owned or controlled by them, or soliciting any proxies or seeking to advise or influence any person with respect to any voting securities of the issuer; (2) engaging or participating in any actions or plans that relate to or would result in, among other things, (a) acquiring additional securities of the issuer, alone or together with any other person, which would result in them collectively beneficially owning or controlling, or being deemed to beneficially own or control, more than 9.99% of the total outstanding common stock or other voting securities of the issuer, (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, (c) a sale or transfer of a material amount of assets, (d) changes in the present board of directors or management of the issuer, (e) material changes in the capitalization or dividend policy of the issuer, (f) any other material change in the issuer’s business or corporate structure, (g) actions which may impede the acquisition of control of the issuer by any person or entity, (h) causing a class of securities of the issuer to be delisted, (i) causing a class of equity securities of the issuer to become eligible for termination of registration; or (3) any actions similar to the foregoing.

 

Each of IGP and Messrs. O’Neil, Kreger, Kirkland and Coulston disclaims beneficial ownership or control of any of the securities covered by this statement. IGP and Messrs. O’Neil, Kreger, Kirkland and Coulston directly own no shares of the issuer. However, by reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, IGP or Messrs. O’Neil, Kreger, Kirkland and Coulston may be deemed to beneficially own or control the shares owned by IV. Messrs. O’Neil, Kreger and Kirkland are each managing directors of IV, and managing directors, members and 30% beneficial owners of IGP. Mr. Coulston is a director, member and 10% beneficial owner of IGP. IGP is a stockholder and beneficial owner of IV.

 

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 box: ¨
   
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.
   
  See Exhibit 1.
   
ITEM 8: Identification and Classification of Members of the Group.
   
  Not Applicable.
   
ITEM 9: Notice of Dissolution of Group.
   
  Not Applicable.
   
ITEM 10: Certifications.

 

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 such purpose or effect.

 

 
 

 

SIGNATURES

 

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 23, 2012 IRONRIDGE GLOBAL IV, LTD.
     
    By: /s/ Peter Cooper
    Name:  Peter Cooper
    Its:  Director
     
Dated: January 23, 2012 IRONRIDGE GLOBAL PARTNERS, LLC
     
    By: /s/ Keith Coulston
    Name:  Keith Coulston
    Its:  Director
       
Dated: January 23, 2012 /s/  Brendan T. O’Neil
    Brendan T. O’Neil
     
Dated: January 23, 2012 /s/  Richard H. Kreger
    Richard H. Kreger
     
Dated: January 23, 2012 /s/  John C. Kirkland
    John C. Kirkland
     
Dated: January 23, 2012 /s/  Keith Coulston
    Keith Coulston

 

 
 

 

EXHIBIT INDEX TO SCHEDULE 13G

 

EXHIBIT 1

 

Exhibit Stating Identity of Relevant Subsidiary per Item 7 of Schedule 13G.

 

EXHIBIT 2

 

Joint Filing Agreement among Ironridge Global IV, Ltd., Ironridge Global Partners, LLC, Brendan T. O’Neil, Richard H. Kreger, John C. Kirkland and Keith Coulston.

 

 
 

 

Exhibit 1

 

Ironridge Global IV, Ltd. is a subsidiary of Ironridge Global Partners, LLC.

 

 
 

 

Exhibit 2 

 

JOINT FILING AGREEMENT

 

This Joint Filing Agreement, entered into and effective as of January 23, 2012, is made by and among Ironridge Global IV, Ltd., a British Virgin Islands business company, Ironridge Global Partners, LLC, a Delaware limited liability company, Brendan T. O’Neil, Richard H. Kreger, John C. Kirkland and Keith Coulston (each, a “Filer” and, collectively, the “Filers”) pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

 Each of the Filers hereby acknowledges and agrees that the foregoing statement on Schedule 13G is filed on behalf of each of the Filers and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the Filers without the necessity of filing additional joint filing agreements. Each Filer acknowledges that such Filer shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning such Filer contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any of the other Filers, except to the extent that such Filer knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

 

This Joint Filing Agreement may be terminated by any of the Filers upon written notice to the other Filers.

 

Dated: January 23, 2012 IRONRIDGE GLOBAL IV, LTD.
       
    By: /s/ Peter Cooper
    Name:  Peter Cooper
    Its:  Director
       
Dated: January 23, 2012 IRONRIDGE GLOBAL PARTNERS, LLC
       
    By: /s/ Keith Coulston
    Name:  Keith Coulston
    Its:  Director
       
Dated: January 23, 2012 /s/  Brendan T. O’Neil
    Brendan T. O’Neil
       
Dated: January 23, 2012 /s/  Richard H. Kreger
    Richard H. Kreger
       
Dated: January 23, 2012 /s/  John C. Kirkland
    John C. Kirkland
       
Dated: January 23, 2012 /s/  Keith Coulston
    Keith Coulston