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
Liska Biometry, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
53654P-10-2
(CUSIP Number)
December 20, 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:
|_| 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 on 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).
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CUSIP No. 53654P-10-2 13G
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1. NAME OF REPORTING PERSONS
S.S. NO. OF ABOVE PERSONS
Richard Smithline
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
603,509,597*
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 603,509,597*
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
603,509,597*
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.87%*
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12. TYPE OF REPORTING PERSON
IN
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|
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CUSIP No. 53654P-10-2 13G
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1. NAME OF REPORTING PERSONS
S.S. NO. OF ABOVE PERSONS
Centrecourt Asset Management LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
5. SOLE VOTING POWER
603,509,597*
-----------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 603,509,597*
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
603,509,597*
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.87%*
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IA
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|
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CUSIP No. 53654P-10-2 13G
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1. NAME OF REPORTING PERSONS
S.S. NO. OF ABOVE PERSONS
CAMOFI Master LDC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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5. SOLE VOTING POWER
603,509,597*
-----------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 603,509,597*
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
603,509,597*
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.87%*
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
OO
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|
Item 1.
(a) Name of Issuer:
Liska Biometry, Inc.
(b) Address of Issuer's Principal Executive Offices:
100 Main Street
Dover, NH 03820
Item 2.
(a) Name of Person Filing:
This Schedule 13G is being filed with respect to shares of Common
Stock of the Issuer which are beneficially owned by Richard
Smithline ("Mr. Smithline"), Centrecourt Asset Management LLC
("Centrecourt") and CAMOFI Master LDC ("CAMOFI") (collectively, the
"Reporting Persons").
The Reporting Persons are making a joint filing because they may be
deemed a group pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended. The Reporting Persons do not affirm the
existence of such a group.
(b) Address of Principal Business Office or, if none, Residence:
The principal business address of each of Mr. Smithline and
Centrecourt is:
350 Madison Avenue, 8th Floor
New York, NY 10017
The principal business address of CAMOFI is:
90 Fort Street, 5th Floor
P.O. Box 32021 SMB
Grand Cayman, Cayman Islands
(c) Citizenship:
Mr. Smithline is a United States citizen.
Centrecourt is organized and existing in Delaware.
CAMOFI is organized and existing in the Cayman Islands.
(d) Title of Class of Securities:
Common Stock, no par value per share.
(e) CUSIP Number:
53654P-10-2
Item 3. If this statement is filed pursuant to Rule 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 Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Act.
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act.
(d) |_| Investment Company registered under Section 8 of the Investment
Company Act.
(e) |_| Investment Adviser in accordance with Sec.
240.13d-1(b)(1)(ii)(E).
(f) |_| Employee Benefit Plan or Endowment Fund in accordance with Sec.
240.13d-1(b)(1)(ii)(F).
(g) |_| Parent holding company, in accordance with Sec.
240.13d-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 of 1940.
(j) |_| Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Sec. 240.13d-1(c), check this box
|X|.
Item 4. Ownership
(a) Amount Beneficially Owned:
Mr. Smithline: 603,509,597* shares of Common Stock
comprised of (i) 6,612,582 shares of Common Stock held
by CAMOFI, (ii) 21,000,000 shares of Common Stock
issuable within 60 days upon the exercise of a warrant
held by CAMOFI, and (iii) 575,897,015 shares of Common
Stock issuable within 60 days upon the conversion of
convertible promissory notes held by CAMOFI. Mr.
Smithline is a director of CAMOFI.
Centrecourt: 603,509,597* shares of Common Stock
comprised of (i) 6,612,582 shares of Common Stock held
by CAMOFI, (ii) 21,000,000 shares of Common Stock
issuable within 60 days upon the exercise of a warrant
held by CAMOFI, and (iii) 575,897,015 shares of Common
Stock issuable within 60 days upon the conversion of
convertible promissory notes held by CAMOFI. Centrecourt
is the investment manager of CAMOFI.
CAMOFI: 603,509,597* shares of Common Stock comprised of
(i) 6,612,582 shares of Common Stock held by CAMOFI,
(ii) 21,000,000 shares of Common Stock issuable within
60 days upon the exercise of a warrant held by CAMOFI,
and (iii) 575,897,015 shares of Common Stock issuable
within 60 days upon the conversion of convertible
promissory notes held by CAMOFI.
(b) Percent of Class. Mr. Smithline: 8.87%*
Centrecourt: 8.87%*
CAMOFI: 8.87%*
(c) Number of shares as to which each such person has:
(i) sole power to vote or to direct the vote: Mr. Smithline: 603,509,597*
Centrecourt: 603,509,597*
CAMOFI: 603,509,597*
(ii) shared power to vote or to direct the
vote: Mr. Smithline: 0
Centrecourt: 0
CAMOFI: 0
(iii) sole power to dispose or to direct the
disposition of: Mr. Smithline: 603,509,597*
Centrecourt: 603,509,597*
CAMOFI: 603,509,597*
(iv) shared power to dispose or to direct the
disposition of: Mr. Smithline: 0
Centrecourt: 0
CAMOFI: 0
|
*The numbers set forth above include (i) 21,000,000 shares of Common Stock
issuable within 60 days upon the exercise of a warrant, and (ii) 575,897,015
shares of Common Stock issuable within 60 days upon the conversion of
convertible promissory notes, all of which contain provisions which would
prohibit the holder thereof from exercising such securities to the extent that
upon such exercise or conversion, as applicable, such holder, together with its
affiliates, would beneficially hold more than 4.99% of the total number of
shares of Common Stock then issued and outstanding (determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended), unless
such holder shall have provided the issuer with 61 days' notice of the holder's
waiver of such provisions. Accordingly, based on the number of shares of Common
Stock held by the Reporting Persons as of the date hereof, none of such
securities are currently exercisable or convertible. The Reporting Persons
disclaim beneficial ownership of such securities, and Mr. Smithline and
Centrecourt disclaim beneficial ownership of all securities covered by this
statement.
The percentages used herein are based upon the securities held by the
Reporting Persons as of February 1, 2008, and the number of the issuer's shares
of Common Stock issued and outstanding as of May 10, 2007, as reported in the
issuer's Form 10-KSB/A for the fiscal year ended December 31, 2006, filed with
the Securities and Exchange Commission on May 31, 2007.
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
|_|.
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 Item 4(a) above, which is incorporated by reference herein.
Item 8. Identification and Classification of Members of the Group.
The Reporting Persons may be deemed to constitute a group with one
another pursuant to Section 13 of the Securities Exchange Act of 1934.
The Reporting Persons do not affirm the existence of such a group.
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 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.
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.
Date: February 4, 2008
/s/ Richard Smithline
--------------------------------------
Richard Smithline
|
Centrecourt Asset Management LLC
By: /s/ Richard Smithline
----------------------------------
Name: Richard Smithline
Title: Managing Member
|
CAMOFI Master LDC
By: /s/ Richard Smithline
----------------------------------
Name: Richard Smithline
Title: Director
|
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree jointly to prepare and file with regulatory
authorities a Schedule 13G and any amendments thereto reporting each of the
undersigned's ownership of securities of Liska Biometry, Inc. and hereby affirm
that such Schedule 13G is being filed on behalf of each of the undersigned.
Date: February 4, 2008
/s/ Richard Smithline
--------------------------------------
Richard Smithline
|
Centrecourt Asset Management LLC
By: /s/ Richard Smithline
----------------------------------
Name: Richard Smithline
Title: Managing Member
|
CAMOFI Master LDC
By: /s/ Richard Smithline
----------------------------------
Name: Richard Smithline
Title: Director
|
Liska Biometry (GM) (USOTC:LSKA)
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