SC 13G 1 kl03002.htm SCHEDULE 13G Schedule 13G
 

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
 
Kreido Biofuels, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
 
50077A100
  
 
(CUSIP Number)
 
  
January 12, 2007
(Date of Event Which Requires Filing of this Statement)
 
     
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
r  Rule 13d-1(b)
x Rule 13d-1(c)
 r 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).
 
 

 


 
CUSIP No. 50077A100
 
 
SCHEDULE 13G
 
 
Page 2 of 6 Pages
 

 
1
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Vision Opportunity Master Fund, Ltd. *
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) r 
(b) r 
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Caymen Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
SOLE VOTING POWER
 
2,962,962
 
6
 
SHARED VOTING POWER
 
0
 
7
 
SOLE DISPOSITIVE POWER
 
2,962,962
 
8
 
SHARED DISPOSITIVE POWER
 
0
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,962,962
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    [  ]
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.49%
 
12
 
TYPE OF REPORTING PERSON*
 
CO

* Adam Benowitz, in his capacity as managing member of the Reporting Person, has ultimate dispositive power over the shares held by the Reporting Person. Mr. Benowitz disclaims beneficial ownership of the shares disclosed herein.




*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
CUSIP No. 50077A100
 
 
SCHEDULE 13G
 
 
Page  3 of   6 Pages
 
 

 
Item 1(a).       Name of Issuer:

Kreido Biofuels, Inc.

Item 1(b).       Address of Issuer's Principal Executive Offices:

1140 Avenido Acaso
Camarillo, California 93012  

Item 2(a).       Name of Person Filing.
Item 2(b).       Address of Principal Business Office or, if None, Residence.
Item 2(c).       Citizenship.

Vision Opportunity Master Fund, Ltd.
20 W. 55th Street, 5th Floor
New York, New York 10019
Cayman Islands

Item 2(d).       Title of Class of Securities:

Common Stock, par value $0.001 per share

Item 2(e).       CUSIP Number:
 
50077A100

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:

Not Applicable

Item 4.           Ownership.* 

The following is information regarding the aggregate number and percentage of the class  of securities of the Issuer identified in Item 1 as of January 12, 2007:

 
(a)
Amount beneficially owned: 2,962,962 shares of Common Stock (based upon 52,532,202 shares of Common Stock issued and outstanding as of January 12, 2007, as reported in the Issuer’s current report on Form 8-K filed on January 16, 2007).

(b)   Percent of Class: 5.49%

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

(i)sole power to vote or direct the vote: 2,962,962

(ii) shared power to vote or direct the vote: 0

(iii) sole power to dispose or direct the disposition of: 2,962,962



 
 
CUSIP No. 50077A100
 
 
SCHEDULE 13G
 
 
Page  4 of   6 Pages
 

 
 
(iv)
shared power to dispose or direct the disposition of: 0

*On January 12, 2007, the Reporting Person acquired 1,481,481 units (the “Units”) from the Issuer in a private placement transaction, each Unit consisting of one share of Common Stock and a warrant to purchase one share of Common Stock. The Warrant is exercisable into shares of Common Stock at any time at the option of the Reporting Person at an exercise price of $1.85 per share. Adam Benowitz, in his capacity as managing member of the Reporting Person, has ultimate dispositive power over the shares held by the Reporting Person. Mr. Benowitz disclaims beneficial ownership of the shares disclosed herein.

Item 5.           Ownership of Five Percent or Less of a Class.
 
Not Applicable

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.
 
Not Applicable

Item 8.       Identification and Classification of Members of the Group.
 
Not Applicable

Item 9.       Notice of Dissolution of Group.
 
Not Applicable
 
 
 

 


 
CUSIP No. 50077A100
 
 
SCHEDULE 13G
 
 
Page  5 of   6 Pages
 

 
 
Item 10.         Certification.
 
Certification pursuant to §240.13d-1(c):

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. 50077A100
 
 
SCHEDULE 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: March 1, 2007 
 
VISION OPPORTUNITY MASTER FUND, LTD.


By: /s/ Adam Benowitz                       
Name: Adam Benowitz
Title:   Managing Member