SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Enable Capital Management, LLC

(Last)

(First)

(Middle)

ONE FERRY BUILDING, SUITE 255

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/23/2008

3. Issuer Name and Ticker or Trading Symbol
ETELOS, INC. [ ETLO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Disclaimed Group

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value per share	4,049,833⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock, no par value per share	73,333⁽⁵⁾	I⁽³⁾⁽⁴⁾⁽⁵⁾	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Purchase Warrant	04/22/2008	11/30/2011	Common Stock, no par value per share	111,111	$1.8	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock Purchase Warrant	04/22/2008	04/21/2011	Common Stock, no par value per share	333,333	$1.8	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
6% Secured Convertible Debenture	08/28/2007	08/27/2012	Common Stock, no par value per share	1,232,000	$0.75	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
6% Secured Convertible Debenture	09/18/2007	09/18/2012	Common Stock, no par value per share	586,667	$0.75	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
6% Secured Convertible Debenture	01/30/2008	01/30/2010	Common Stock, no par value per share	740,741	$1.35	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
6% Secured Convertible Debenture	01/30/2008	04/21/2010	Common Stock, no par value per share	2,222,222	$1.35	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Enable Capital Management, LLC

(Last)

(First)

(Middle)

ONE FERRY BUILDING, SUITE 255

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Disclaimed Group

1. Name and Address of Reporting Person^*

Enable Growth Partners L P

(Last)

(First)

(Middle)

ONE FERRY BUILDING, SUITE 255

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Disclaimed Group

1. Name and Address of Reporting Person^*

Enable Opportunity Partners L P

(Last)

(First)

(Middle)

ONE FERRY BUILDING, SUITE 255

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Disclaimed Group

1. Name and Address of Reporting Person^*

Pierce Diversified Strategy Master Fund, LLC

(Last)

(First)

(Middle)

ONE FERRY BUILDING, SUITE 255

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Disclaimed Group

1. Name and Address of Reporting Person^*

Levine Mitchell S

(Last)

(First)

(Middle)

ONE FERRY BUILDING, SUITE 255

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Disclaimed Group

Explanation of Responses:

1. As of April 23, 2008, Enable Growth Partners, L.P., a Delaware limited partnership ("EGP"), Enable Opportunity Partners, L.P., a Delaware limited partnership ("EOP"), and Pierce Diversified Strategy Master Fund, LLC, a Delaware limited liability company ("Pierce", and together with EOP and EGP, the "Investors"), collectively held (i) 4,049,833 Shares, (ii) warrants (the "Warrants") to purchase 444,444 Shares at an exercise price of $1.80 per Share, subject to certain adjustments, (iii) a 6% convertible note ("Note 1") in the aggregate principal amount of $924,000, which is convertible into Shares at a conversion rate of $0.75 per Share, (iv) a 6% convertible note ("Note 2") in the aggregate principal amount of $440,000, which is convertible into Shares at a conversion rate of $0.75 per Share, (v) a 6% convertible note ("Note 3") in the principal amount of $1,000,000, which is convertible into Shares at a conversion rate of $1.35 per Share, and

2. (vi) a 6% convertible note ("Note 4", and together with Note 1, Note 2, and Note 3, the "Notes") in the principal amount of $3,000,000, which is convertible into Shares at a conversion rate of $1.35 per Share. Note 3, Note 4 and the Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 4.99% of the Shares then issued and outstanding (the "Issuance Limitation").

3. Enable Capital Management, LLC is the general partner and investment manager of EOP and EGP. Enable Capital Management, LLC also serves as the investment manager of Pierce. Mitchell S. Levine is the Managing Member of Enable Capital Management, LLC and has voting and investment power over the securities held by the Investors as reported in this Form 3. Thus, for the purposes of Reg. Section 240.13d-3, EGP, EOP, Pierce, Enable Capital Management, LLC and/or Mitchell S. Levine may be deemed to be beneficial owners of more than 10% of the Shares. Each of EOP and EGP disclaims beneficial ownership of the securities of the Company held by Pierce, except to the extent of such person's pecuniary interest in Pierce, if any. Each of Pierce and EOP disclaims beneficial ownership of the securities of the Company held by EGP, except to the extent of such person's pecuniary interest in EGP, if any.

4. Each of Pierce and EGP disclaims beneficial ownership of the securities of the Company held by EOP, except to the extent of such person's pecuniary interest in EOP, if any. Each of Enable Capital Management, LLC and Mitchell S. Levine disclaims beneficial ownership of the securities of the Company held by the Investors except to the extent of such person's pecuniary interest in the Investors, if any. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.

5. Consists of 73,333 Shares held by Mitchell S. Levine in his individual capacity. Each of the Investors and Enable Capital Management, LLC disclaims beneficial ownership of the securities of the Company held by Mitchell S. Levine.

	By: Mitchell S. Levine /s/ Mitchell S. Levine, Managing Member of Enable Capital Management, LLC	05/06/2008
	By: Mitchell S. Levine /s/ Mitchell S. Levine, Managing Member of Enable Capital Management, LLC, the general partner of Enable Growth Partners, L.P.	05/06/2008
	By: Mitchell S. Levine /s/ Mitchell S. Levine, Managing Member of Enable Capital Management, LLC, the general partner of Enable Opportunity Partners, L.P.	05/06/2008
	By: Mitchell S. Levine /s/ Mitchell S. Levine, Managing Member of Enable Capital Management, LLC, the Manager of Pierce Diversified Strategy Master Fund, LLC	05/06/2008
	By: Mitchell S. Levine /s/ Mitchell S. Levine	05/06/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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