-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VfTOzAEpeWT8vY2uiH/xZLOCmu+ZQ1uf/TK5z94vVUdAYyIgNkJMapa+EjCFgMS2 kxaPCv0B9Lj7lGurH6QLoQ== 0001019056-08-000214.txt : 20080212 0001019056-08-000214.hdr.sgml : 20080212 20080212172811 ACCESSION NUMBER: 0001019056-08-000214 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080212 DATE AS OF CHANGE: 20080212 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: VISION CAPITAL ADVISORS, LLC GROUP MEMBERS: VISION OPPORTUNITY MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TECHNOCONCEPTS, INC. CENTRAL INDEX KEY: 0001165758 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 841605055 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82914 FILM NUMBER: 08599696 BUSINESS ADDRESS: STREET 1: 6060 SEPULVEDA BLVD STREET 2: SUITE 202 CITY: VAN NUYS STATE: CA ZIP: 91411 BUSINESS PHONE: 818-988-7916 MAIL ADDRESS: STREET 1: 6060 SEPULVEDA BLVD STREET 2: SUITE 202 CITY: VAN NUYS STATE: CA ZIP: 91411 FORMER COMPANY: FORMER CONFORMED NAME: TECHNOLOGY CONSULTING PARTNERS INC DATE OF NAME CHANGE: 20020123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-849-8242 MAIL ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 tcps_13ga1.txt SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TechnoConcepts, Inc. ------------------------------------------------------- (Name of Issuer) Common Stock, no par value ------------------------------------------------------- (Title of Class of Securities) 878610104 ----------------------------------------------- (CUSIP Number) June 22, 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 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). Page 1 of 3 Pages EXPLANATORY NOTE This Amendment No. 1 to Schedule 13G (this "Amendment") amends and restates in its entirety the Schedule 13G originally filed on July 6, 2007 (the "Original Schedule 13G") by and on behalf of Vision Opportunity Master Fund, Ltd., a Cayman Islands company, and certain of its affiliates (collectively, the "Reporting Person"). The Reporting Person is filing this Amendment to indicate that the Original Schedule 13G was filed in error and should be treated as if it were withdrawn. The Original Schedule 13G was not required to be filed because the Issuer, TechnoConcepts, Inc., did not, at the time of the filing of the Original Schedule 13G, and currently does not, have a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934. Page 2 of 3 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: February 12, 2008 VISION OPPORTUNITY MASTER FUND, LTD. By: /s/ ADAM BENOWITZ ------------------------------------- Adam Benowitz Title: Director VISION CAPITAL ADVISORS, LLC By: /s/ ADAM BENOWITZ ------------------------------------- Adam Benowitz Title: Managing Member /s/ ADAM BENOWITZ ----------------------------------------- ADAM BENOWITZ Page 3 of 3 Pages -----END PRIVACY-ENHANCED MESSAGE-----