SC 13G/A 1 formsc13ga.htm PLATINUM PARTNERS VALUE ARBITRAGE FUND LP SC 13G A NO1 12-31-2012 formsc13ga.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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

Absolute Life Solutions, Inc.
(Name of Issuer)

Common Stock, par value $0.00001 per share
(Title of Class of Securities)

00400G100
(CUSIP Number)

December 31, 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)
x
Rule 13d-1(c)
o
Rule 13d-1(d)



 
 

 
 
CUSIP No. 00400G100

(1) Names of Reporting Persons.
 
Credit Strategies LLC
 
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) x
 
(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
 
(6) Shared Voting Power: 4,896,169
 
(7) Sole Dispositive Power: 0
 
(8) Shared Dispositive Power: 4,896,169
 
 
(9) Aggregate Amount Beneficially Owned by Each Reporting Person.
 
4,896,169 shares of Common Stock.  See Item 4.
 
(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. x See Item 4.
 
(11) Percent of Class Represented by Amount in Row 9.
 
5.31%.  See Item 4.
 
(12) Type of Reporting Person (See Instructions).
 
OO

 
2

 
 
CUSIP No. 00400G100

(1) Names of Reporting Persons.
 
Platinum Credit Management LP
 
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) x
 
(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
 
(6) Shared Voting Power: 4,896,169
 
(7) Sole Dispositive Power: 0
 
(8) Shared Dispositive Power: 4,896,169
 
 
(9) Aggregate Amount Beneficially Owned by Each Reporting Person.
 
4,896,169 shares of Common Stock.  See Item 4.
 
(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. x See Item 4.
 
(11) Percent of Class Represented by Amount in Row 9.
 
5.31%.  See Item 4.
 
(12) Type of Reporting Person (See Instructions).
 
PN
 
 
3

 
 
CUSIP No. 00400G100

(1) Names of Reporting Persons.
 
Platinum Partners Liquid Opportunity Master Fund LP
 
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) x
 
(3) SEC Use Only.
 
(4) Citizenship or Place of Organization.
 
Cayman Islands
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(5) Sole Voting Power: 0
 
(6) Shared Voting Power: 389,555
 
(7) Sole Dispositive Power: 0
 
(8) Shared Dispositive Power: 389,555
 
 
(9) Aggregate Amount Beneficially Owned by Each Reporting Person.
 
389,555 shares of Common Stock.  See Item 4.
 
(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. x See Item 4.
 
(11) Percent of Class Represented by Amount in Row 9.
 
0.42%. See Item 4.
 
(12) Type of Reporting Person (See Instructions).
 
PN

 
4

 
 
CUSIP No. 00400G100

(1) Names of Reporting Persons.
 
Platinum Liquid Opportunity Management (NY) LLC
 
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) x
 
(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
 
(6) Shared Voting Power: 389,555
 
(7) Sole Dispositive Power: 0
 
(8) Shared Dispositive Power: 389,555
 
 
(9) Aggregate Amount Beneficially Owned by Each Reporting Person.
 
389,555 shares of Common Stock.  See Item 4.
 
(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. x  See Item 4.
 
(11) Percent of Class Represented by Amount in Row 9.
 
0.42%.  See Item 4.
 
(12) Type of Reporting Person (See Instructions).
 
PN
 
 
5

 
 
CUSIP No. 00400G100

(1) Names of Reporting Persons.
 
Platinum Partners Value Arbitrage Fund L.P.
 
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) x
 
(3) SEC Use Only.
 
(4) Citizenship or Place of Organization.
 
Cayman Islands
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(5) Sole Voting Power: 0
 
(6) Shared Voting Power: 2,069,500
 
(7) Sole Dispositive Power: 0
 
(8) Shared Dispositive Power: 2,069,500
 
 
(9) Aggregate Amount Beneficially Owned by Each Reporting Person.
 
2,069,500 shares of Common Stock.  See Item 4.
 
(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. x See Item 4.
 
(11) Percent of Class Represented by Amount in Row 9.
 
2.24%.  See Item 4.
 
(12) Type of Reporting Person (See Instructions).
 
PN
 
 
6

 
 
CUSIP No. 00400G100

(1) Names of Reporting Persons.
 
Platinum Management (NY) LLC
 
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) x
 
(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
 
(6) Shared Voting Power: 2,069,500
 
(7) Sole Dispositive Power: 0
 
(8) Shared Dispositive Power: 2,069,500
 
 
(9) Aggregate Amount Beneficially Owned by Each Reporting Person.
 
2,069,500 shares of Common Stock.  See Item 4.
 
(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. x  See Item 4.
 
(11) Percent of Class Represented by Amount in Row 9.
 
2.24%.  See Item 4.
 
(12) Type of Reporting Person (See Instructions).
 
OO
 
 
7

 
 
CUSIP No. 00400G100

(1) Names of Reporting Persons.
 
Mark Nordlicht
 
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) x
 
(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
 
(6) Shared Voting Power: 7,355,224
 
(7) Sole Dispositive Power: 0
 
(8) Shared Dispositive Power: 7,355,224

(9) Aggregate Amount Beneficially Owned by Each Reporting Person.
 
7,355,224 shares of Common Stock.  See Item 4.
 
(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. x See Item 4.
 
(11) Percent of Class Represented by Amount in Row 9.
 
7.97%.  See Item 4.
 
(12) Type of Reporting Person (See Instructions).
 
IN
 
 
8

 
 
Item 1.

(a) Name of Issuer.

Absolute Life Solutions, Inc.

(b) Address of Issuer's Principal Executive Offices.

45 Broadway, 6th Floor
New York, New York 10006

Item 2.

(a) Name of Person Filing.
(b) Address or Principal Business Office or, if none, Residence.
(c) Citizenship or Place of Organization.

Credit Strategies LLC
152 West 57th Street, 4th Floor
New York, NY 10019
State of Delaware

Platinum Credit Management LP
152 West 57th Street, 4th Floor
New York, NY 10019
State of Delaware

Platinum Partners Liquid Opportunity Master Fund LP
152 West 57th Street, 4th Floor
New York, NY 10019
Cayman Islands

Platinum Liquid Opportunity Management (NY) LLC
152 West 57th Street, 4th Floor
New York, NY 10019
State of Delaware

Platinum Partners Value Arbitrage Fund L.P.
152 West 57th Street, 4th Floor
New York, NY 10019
Cayman Islands

Platinum Management (NY) LLC
152 West 57th Street, 4th Floor
New York, NY 10019
State of Delaware
 
Mark Nordlicht
152 West 57th Street, 4th Floor
New York, NY 10019
United States
 
 
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(d) Title of Class of Securities.

Common Stock, par value $0.00001 per share

(e) CUSIP No.

00400G100

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)
o
Broker or dealer registered under section 15 of the Act.
(b)
o
Bank as defined in Section 3(a)(6) of the Act.
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act.
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940.
(e)
o
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)
o
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)
o
A savings association 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;
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
Item 4.
Ownership.

 
(a)
Amount Beneficially Owned:

Credit Strategies LLC - 4,896,169 shares of Common Stock (“Shares”)
Platinum Credit Management LP - 4,896,169 Shares
Platinum Partners Liquid Opportunity Master Fund LP - 389,555 Shares
Platinum Liquid Opportunity Management (NY) LLC - 389,555 Shares
Platinum Partners Value Arbitrage Fund L.P. - 2,069,500 Shares
Platinum Management (NY) LLC - 2,069,500 Shares
Mark Nordlicht - 7,355,224 Shares
 
 
10

 

The number of Shares beneficially owned excludes 5,000,000, 12,500,000 and 2,500,000 and Shares issuable to Credit Strategies LLC (“Credit Strategies”), Platinum Partners Value Arbitrage Fund L.P. (“PPVA”) and Platinum Partners Liquid Opportunity Master Fund LP (“PPLO”), respectively, upon exercise of options issued to Credit Strategies, PPVA and PPLO by CS Master Holdings LLC, an affiliate of Moshe Oratz, the Issuer’s former President and Chief Executive Officer and the brother of the Issuer’s current President and Chief Executive Officer.  The options expire in April 2016.  The Option Agreements provide that the holders of the options may not exercise the options to the extent that such exercise would result in the holder and its affiliates together beneficially owning more than 4.99% of the outstanding shares of Common Stock as determined under Section 13(d) of the Securities Exchange Act of 1934.
 
The Shares reported in this Schedule 13G are held directly by Credit Strategies, PPVA and PPLO.  Platinum Credit Management LP is the investment manager of Credit Strategies.  Platinum Liquid Opportunity Management (NY) LLC is the investment manager of PPLO.  Platinum Management (NY) LLC is the investment manager and general partner of PPVA.  Mr. Nordlicht is the Chief Investment Officer of Platinum Credit Management LP, Platinum Liquid Opportunity Management (NY) LLC and Platinum Management (NY) LLC and has voting and investment control of the Shares held by Credit Strategies, PPVA and PPLO.  Each of Platinum Credit Management LP, Platinum Liquid Opportunity Management (NY) LLC, Platinum Management (NY) LLC and Mr. Nordlicht expressly disclaims beneficial ownership of the Shares held by Credit Strategies, PPVA and PPLO.  Each of Credit Strategies, PPVA and PPLO expressly disclaims beneficial ownership of Shares held by the others.

(b) Percent of class:

Credit Strategies LLC – 5.31%
Platinum Credit Management LP – 5.31%
Platinum Partners Liquid Opportunity Master Fund LP – 0.42%
Platinum Liquid Opportunity Management (NY) LLC – 0.42%
Platinum Partners Value Arbitrage Fund L.P. – 2.24%
Platinum Management (NY) LLC – 2.24%
Mark Nordlicht – 7.97%

Based on 92,229,599 shares of Common Stock of the Issuer issued and outstanding as reported on the Issuer’s Form 10-Q for the fiscal quarter ended November 30, 2012 filed on January 22, 2013.

 
 
11

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

Credit Strategies LLC/Platinum Credit Management LP

(i)    Sole power to vote or to direct the vote: 0
(ii)   Shared power to vote or to direct the vote: 4,896,169
(iii)  Sole power to dispose or to direct the disposition of: 0
(iv)  Shared power to dispose or to direct the disposition of: 4,896,169
  
Platinum Partners Liquid Opportunity Master Fund LP/
Platinum Liquid Opportunity Management (NY) LLC

(i)    Sole power to vote or to direct the vote: 0
(ii)   Shared power to vote or to direct the vote: 389,555
(iii)  Sole power to dispose or to direct the disposition of: 0
(iv)  Shared power to dispose or to direct the disposition of: 389,555

Platinum Partners Value Arbitrage Fund L.P./Platinum Management (NY) LLC

(i)    Sole power to vote or to direct the vote: 0
(ii)   Shared power to vote or to direct the vote: 2,069,500
(iii)  Sole power to dispose or to direct the disposition of: 0
(iv)  Shared power to dispose or to direct the disposition of: 2,069,500

Mark Nordlicht

(i)    Sole power to vote or to direct the vote: 0
(ii)   Shared power to vote or to direct the vote: 7,355,224
(iii)  Sole power to dispose or to direct the disposition of: 0
(iv)  Shared power to dispose or to direct the disposition of: 7,355,224

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 5 percent of the class of securities, check the following o.
 
Item 6.
Ownership of More than 5 Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.  N/A
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.  N/A
 
 
12

 

Item 8.
Identification and Classification of Members of the Group.
  
If a group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.  See attached Joint Filing Agreement.

Item 9.
Notice of Dissolution of Group.
 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  N/A

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, other than activities solely in connection with a nomination under §240.14a-11.
 
 
13

 

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 19, 2013

Credit Strategies LLC

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer

Platinum Credit Management LP

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer

Platinum Partners Liquid Opportunity Master Fund LP

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer
 
Platinum Liquid Opportunity Management (NY) LLC

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer

Platinum Partners Value Arbitrage Fund L.P.

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer

Platinum Management (NY) LLC

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer
 
/s/ MARK NORDLICHT
Mark Nordlicht
 
 
14

 
 
Exhibit 1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of a statement on Schedule 13G and all amendments thereto with respect to the Common Stock of Absolute Life Solutions, Inc. beneficially owned by each of them, and to the inclusion of this Joint Filing Agreement as an exhibit thereto.

Dated: February 19, 2013

Credit Strategies LLC

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer

Platinum Credit Management LP

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer

Platinum Partners Liquid Opportunity Master Fund LP

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer

Platinum Liquid Opportunity Management (NY) LLC

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer

Platinum Partners Value Arbitrage Fund L.P.

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer

Platinum Management (NY) LLC

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer
 
/s/ MARK NORDLICHT
Mark Nordlicht
 
15