SC 13G/A 1 d877106_13g-a.txt -------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2006 Estimated average burden hours per response...11 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Particle Drilling Technologies, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 70212G101 -------------------------------------------------------------------------------- (CUSIP Number) April 23, 2008 -------------------------------------------------------------------------------- (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 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. 70212G101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LC Capital Master Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (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 3,524,462 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,524,462 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,524,462 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.0% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. 70212G101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lampe, Conway & Co., LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (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 3,614,130 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,614,130 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,614,130 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.3% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, OO CUSIP No. 70212G101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steven G. Lampe 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (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 3,614,130 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,614,130 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,614,130 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.3% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, IN CUSIP No. 70212G101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard F. Conway 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (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 3,614,130 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,614,130 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,614,130 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.3% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, IN CUSIP No. 70212G101 --------- Item 1(a). Name of Issuer: Particle Drilling Technologies, Inc. -------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 5611 Baird Court Houston, Texas 77041 -------------------------------------------------------------------- Item 2(a). Name of Person Filing: LC Capital Master Fund, Ltd. Lampe, Conway & Co., LLC Steven G. Lampe Richard F. Conway -------------------------------------------------------------------- (b). Address of Principal Business Office, or if None, Residence: LC Capital Master Fund, Ltd. c/o Trident Fund Services (B.V.I.) Limited P.O. Box 146 Waterfront Drive Wickhams Cay Road Town, Tortola British Virgin Islands Lampe, Conway & Co., LLC Steven G. Lampe Richard F. Conway 680 Fifth Avenue Suite 1202 New York, New York 10019 -------------------------------------------------------------------- (c). Citizenship: LC Capital Master Fund, Ltd. - Cayman Islands exempted company Lampe, Conway & Co., LLC - Delaware limited liability company Steven G. Lampe - United States Richard F. Conway - United States -------------------------------------------------------------------- (d). Title of Class of Securities: Common Stock, par value $.001 per share -------------------------------------------------------------------- (e). CUSIP Number: 70212G101 -------------------------------------------------------------------- Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] 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 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount beneficially owned: LC Capital Master Fund, Ltd. - 3,524,462 Lampe, Conway & Co., LLC - 3,614,130 Steven G. Lampe - 3,614,130 Richard F. Conway - 3,614,130 -------------------------------------------------------------------- (b) Percent of class: LC Capital Master Fund, Ltd. - 10.0% Lampe, Conway & Co., LLC - 10.3% Steven G. Lampe - 10.3% Richard F. Conway - 10.3% -------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote LC Capital Master Fund, Ltd. - 0 Lampe, Conway & Co., LLC - 0 Steven G. Lampe - 0 Richard F. Conway - 0 (ii) Shared power to vote or to direct the vote LC Capital Master Fund, Ltd. - 3,524,462 Lampe, Conway & Co., LLC - 3,614,130 Steven G. Lampe - 3,614,130 Richard F. Conway - 3,614,130 (iii) Sole power to dispose or to direct the disposition of LC Capital Master Fund, Ltd. - 0 Lampe, Conway & Co., LLC - 0 Steven G. Lampe - 0 Richard F. Conway - 0 (iv) Shared power to dispose or to direct the disposition of LC Capital Master Fund, Ltd. - 3,524,462 Lampe, Conway & Co., LLC - 3,614,130 Steven G. Lampe - 3,614,130 Richard F. Conway - 3,614,130 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 [ ]. Not Applicable Item 6. Ownership of More Than Five 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. 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. 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. Not Applicable Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-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 s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not Applicable 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. See Item 5. Not Applicable Item 10. Certification. By signing below the Reporting Persons certify that, to the best of their 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 such purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. LC Capital Master Fund, Ltd. By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Director Date: April 24, 2008 Lampe, Conway & Co., LLC* By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Managing Member Date: April 24, 2008 /s/ Steven G. Lampe* --------------------- Name: Steven G. Lampe Date: April 24, 2008 /s/ Richard F. Conway* --------------------- Name: Richard F. Conway Date: April 24, 2008 *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Amendment No. 2 to Schedule 13G dated April 24, 2008 relating to the Common Stock, of Particle Drilling Technologies, Inc. shall be filed on behalf of the undersigned. LC Capital Master Fund, Ltd. By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Director Date: April 24, 2008 Lampe, Conway & Co., LLC By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Managing Member Date: April 24, 2008 /s/ Steven G. Lampe --------------------- Name: Steven G. Lampe Date: April 24, 2008 /s/ Richard F. Conway --------------------- Name: Richard F. Conway Date: April 24, 2008 SK 02979 0001 877106