Schedule 13G Amendment No. 2

0001193125-12-060637.txt : 20120214 0001193125-12-060637.hdr.sgml : 20120214 20120214160049 ACCESSION NUMBER: 0001193125-12-060637 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: PANDORA SELECT ADVISORS, LLC GROUP MEMBERS: PANDORA SELECT FUND, LP GROUP MEMBERS: PANDORA SELECT FUND, LTD GROUP MEMBERS: PANDORA SELECT PARTNERS LP GROUP MEMBERS: WHITEBOX CONCENTRATED CONVERTIBLE ARBITRAGE ADVISORS, LLC GROUP MEMBERS: WHITEBOX CONCENTRATED CONVERTIBLE ARBITRAGE FUND, L.P. GROUP MEMBERS: WHITEBOX CONCENTRATED CONVERTIBLE ARBITRAGE FUND, LTD. GROUP MEMBERS: WHITEBOX CONCENTRATED CONVERTIBLE ARBITRAGE PARTNERS, L.P. GROUP MEMBERS: WHITEBOX MULTI-STRATEGY ADVISORS, LLC GROUP MEMBERS: WHITEBOX MULTI-STRATEGY FUND, L.P. GROUP MEMBERS: WHITEBOX MULTI-STRATEGY FUND, LTD GROUP MEMBERS: WHITEBOX MULTI-STRATEGY PARTNERS, L.P. GROUP MEMBERS: WHITEBOX SPECIAL OPPORTUNITIES ADVISORS, LLC GROUP MEMBERS: WHITEBOX SPECIAL OPPORTUNITIES FUND LP, SERIES B GROUP MEMBERS: WHITEBOX SPECIAL OPPORTUNITIES FUND SERIES B PARTNERS, L.P. GROUP MEMBERS: WHITEBOX SPECIAL OPPORTUNITIES FUND SPC, LTD GROUP MEMBERS: WHITEBOX SPECIAL OPPORTUNITIES FUND SPC, LTD, SEG. PORT. B GROUP MEMBERS: WHITEBOX SPECIAL OPPORTUNITIES FUND, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EPIC ENERGY RESOURCES, INC. CENTRAL INDEX KEY: 0001122101 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 943363969 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84208 FILM NUMBER: 12609482 BUSINESS ADDRESS: STREET 1: 1450 LAKE ROBBINS DRIVE STREET 2: SUITE 160 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 281-419-3742 MAIL ADDRESS: STREET 1: 1450 LAKE ROBBINS DRIVE STREET 2: SUITE 160 CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: EPIC CAPITAL GROUP, INC. DATE OF NAME CHANGE: 20060620 FORMER COMPANY: FORMER CONFORMED NAME: SAN JUAN FINANCIAL INC DATE OF NAME CHANGE: 20000817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITEBOX ADVISORS LLC CENTRAL INDEX KEY: 0001257391 IRS NUMBER: 411957584 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. CITY: MINNEAPOLIS STATE: MN ZIP: 55416 SC 13G/A 1 d299127dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 2 Schedule 13G Amendment No. 2


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2 )*

Epic Capital Group Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

294251103

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ 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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Whitebox Advisors, LLC
(2)	Check the appropriate box if a member of a group* (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 28,952,443 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 28,952,443 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 28,952,443 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 35.0% (See item 4)
(12)	Type of reporting person* IA

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 2 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Whitebox Multi-Strategy Advisors, LLC
(2)	Check the appropriate box if a member of a group* (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 5,912,533 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 5,912,533 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 5,912,533 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 7.2% (See item 4)
(12)	Type of reporting person* IA

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 3 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Whitebox Multi-Strategy Partners, L.P.
(2)	Check the appropriate box if a member of a group* (a) ¨ (b) x
(3)	SEC use only
(4)	Citizenship or place of organization British Virgin Islands
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power 0
		(6)	Shared voting power 5,912,533 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 5,912,533 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 5,912,533 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 7.2% (See item 4)
(12)	Type of reporting person* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 4 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Whitebox Multi-Strategy Fund, L.P.
(2)	Check the appropriate box if a member of a group* (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 5,912,533 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 5,912,533 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 5,912,533 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 7.2% (See item 4)
(12)	Type of reporting person* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 5 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Whitebox Multi-Strategy Fund, Ltd.
(2)	Check the appropriate box if a member of a group* (a) ¨ (b) x
(3)	SEC use only
(4)	Citizenship or place of organization British Virgin Islands
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power 0
		(6)	Shared voting power 5,912,533 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 5,912,533 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 5,912,533 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 7.2% (See item 4)
(12)	Type of reporting person* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 6 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Whitebox Concentrated Convertible Arbitrage Advisors, LLC
(2)	Check the appropriate box if a member of a group* (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 5,354,608 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 5,354,608 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 5,354,608 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 6.5% (See item 4)
(12)	Type of reporting person* IA

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 7 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Whitebox Concentrated Convertible Arbitrage Partners, L.P.
(2)	Check the appropriate box if a member of a group* (a) ¨ (b) x
(3)	SEC use only
(4)	Citizenship or place of organization British Virgin Islands
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power 0
		(6)	Shared voting power 5,354,608 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 5,354,608 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 5,354,608 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 6.5% (See item 4)
(12)	Type of reporting person* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 8 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Whitebox Concentrated Convertible Arbitrage Fund, L.P.
(2)	Check the appropriate box if a member of a group* (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 5,354,608 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 5,354,608 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 5,354,608 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 6.5% (See item 4)
(12)	Type of reporting person* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 9 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Whitebox Concentrated Convertible Arbitrage Fund, Ltd.
(2)	Check the appropriate box if a member of a group* (a) ¨ (b) x
(3)	SEC use only
(4)	Citizenship or place of organization British Virgin Islands
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power 0
		(6)	Shared voting power 5,354,608 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 5,354,608 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 5,354,608 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 6.5% (See item 4)
(12)	Type of reporting person* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 10 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Pandora Select Advisors, LLC
(2)	Check the appropriate box if a member of a group* (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 7,741,852 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 7,741,852 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 7,741,852 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 9.4% (See item 4)
(12)	Type of reporting person* IA

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 11 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Pandora Select Partners LP
(2)	Check the appropriate box if a member of a group* (a) ¨ (b) x
(3)	SEC use only
(4)	Citizenship or place of organization British Virgin Islands
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power 0
		(6)	Shared voting power 7,741,852 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 7,741,852 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 7,741,852 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 9.4% (See item 4)
(12)	Type of reporting person* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 12 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Pandora Select Fund, LP
(2)	Check the appropriate box if a member of a group* (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 7,741,852 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 7,741,852 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 7,741,852 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 9.4% (See item 4)
(12)	Type of reporting person* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 13 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Pandora Select Fund, Ltd
(2)	Check the appropriate box if a member of a group* (a) ¨ (b) x
(3)	SEC use only
(4)	Citizenship or place of organization British Virgin Islands
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power 0
		(6)	Shared voting power 7,741,852 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 7,741,852 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 7,741,852 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 9.4% (See item 4)
(12)	Type of reporting person* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 14 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Whitebox Special Opportunities Advisors, LLC
(2)	Check the appropriate box if a member of a group* (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 9,032,165 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 9,032,165 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 9,032,165 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 10.9% (See item 4)
(12)	Type of reporting person* IA

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 15 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Whitebox Special Opportunities Fund Series B Partners, L.P.
(2)	Check the appropriate box if a member of a group* (a) ¨ (b) x
(3)	SEC use only
(4)	Citizenship or place of organization British Virgin Islands
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power 0
		(6)	Shared voting power 9,032,165 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 9,032,165 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 9,032,165 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 10.9% (See item 4)
(12)	Type of reporting person* IA

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 16 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Whitebox Special Opportunities Fund, LP
(2)	Check the appropriate box if a member of a group* (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 9,032,165 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 9,032,165 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 9,032,165 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 10.9% (See item 4)
(12)	Type of reporting person* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 17 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Whitebox Special Opportunities Fund SPC, Ltd
(2)	Check the appropriate box if a member of a group* (a) ¨ (b) x
(3)	SEC use only
(4)	Citizenship or place of organization British Virgin Islands
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power 0
		(6)	Shared voting power 9,032,165 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 9,032,165 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 9,032,165 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 10.9% (See item 4)
(12)	Type of reporting person* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 18 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Whitebox Special Opportunities Fund LP, Series B
(2)	Check the appropriate box if a member of a group* (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 9,032,165 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 9,032,165 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 9,032,165 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 10.9% (See item 4)
(12)	Type of reporting person* PN

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 19 of 27


CUSIP No. 294251103		13G


(1)	Names of reporting persons I.R.S. Identification nos. of above persons (entities only). Whitebox Special Opportunities Fund SPC, Ltd – Segregated Portfolio B
(2)	Check the appropriate box if a member of a group* (a) ¨ (b) x
(3)	SEC use only
(4)	Citizenship or place of organization British Virgin Islands
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power 0
		(6)	Shared voting power 9,032,165 (See item 4)
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 9,032,165 (See item 4)
(9)	Aggregate amount beneficially owned by each reporting person 9,032,165 (See item 4)
(10)	Check if the aggregate amount in Row (9) excludes certain shares*
(11)	Percent of class represented by amount in Row (9) 10.9% (See item 4)
(12)	Type of reporting person* PN

Item 1.

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 20 of 27


CUSIP No. 294251103		13G

Item 1.

(a)

Name of Issuer

Epic Capital Group Inc

(b)

Address of Issuer’s Principal Executive Offices

1450 Lake Robbins, Suite 160

The Woodlands, TX 77380

Item 2.

(a)

Name of Person Filing

This statement is filed by:

(i)

Whitebox Advisors, LLC, a Delaware limited liability company (“WA”);

(ii)

Whitebox Multi-Strategy Advisors, LLC, a Delaware limited liability company (“WMSA”);

(iii)

Whitebox Multi-Strategy Partners, L.P., a British Virgin Islands limited partnership (“WMSP”);

(iv)

Whitebox Multi-Strategy Fund, L.P., a Delaware limited partnership (“WMSFLP”);

(v)

Whitebox Multi-Strategy Fund, Ltd., a British Virgin Islands international business company (“WMSFLTD”);

(vi)

Whitebox Concentrated Convertible Arbitrage Advisors, LLC, a Delaware limited liability company (“WCCAA”);

(vii)

Whitebox Concentrated Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership (“WCCAP”);

(viii)

Whitebox Concentrated Convertible Arbitrage Fund , L.P., a Delaware limited partnership (“WCCAFLP”);

(ix)

Whitebox Concentrated Convertible Arbitrage Fund, Ltd., a British Virgin Islands international business company (“WCCAFLTD”);

(x)

Pandora Select Advisors, LLC, a Delaware limited liability company (“PSA”);

(xi)

Pandora Select Partners, L.P., a British Virgin Islands limited partnership (“PSP”);

(xii)

Pandora Select Fund, L.P., a Delaware limited partnership (“PSFLP”);

(xiii)

Pandora Select Fund, Ltd., a British Virgin Islands international business company (“PSFLTD”);

(xiv)

Whitebox Special Opportunities Advisors, LLC, a Delaware limited liability company (“WSOPA”);

(xv)

Whitebox Special Opportunities Fund, Series B Partners, LP, a British Virgin Islands limited partnership (“WSOPBP”);

(xvi)

Whitebox Special Opportunities Fund, L.P., a Delaware Series limited partnership (“WSOPFLP”);

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

Page 21 of 27


CUSIP No. 294251103		13G

(xvii)

Whitebox Special Opportunities Fund SPC, Ltd., a British Virgin Islands Segregated Portfolio Company (“WSOPFLTD”);

(xviii)

Whitebox Special Opportunities Fund, L.P, Series B, a Delaware Series limited partnership (“WSOPFLPB”);

(xix)

Whitebox Special Opportunities Fund SPC, Ltd. – Segregated Portfolio B, a British Virgin Islands Segregated Portfolio Company (“WSOPFLTDB”).

(xx)

IAM Mini-Fund 14 Limited, a Cayman Islands Corporation (“IAM”);

(b)

Address of Principal Business Office or, if none, Residence

The address of the business office of WA, WMSA, WMSFLP, WCCAA, WCCAFLP, PSA, PSFLP, WSOPA, WSOPFLP, and WSOPFLPB is:

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

The address of the business office of WMSP, WMSFLTD, WCCAP, WCCAFLTD,

PSP, PSFLTS, WSOPBP, WSOPFLTD, and WSOPFLTDB is:

Trident Chambers, P.O. Box 146

Waterfront Drive, Wickhams Cay

Road Town, Tortola, British Virgin Islands

The address of the business office of IAM is:

IAM Mini-Fund 14 Limited

Boundary Hall, Cricket Square

George Town, Grand Cayman, KY1-1102 Cayman Islands

(c)

Citizenship

WA, WMSA, WMSFLP, WCCAA, WCCAFLP, PSA, PSFLP, WSOPA, WSOPFLP, and WSOPFLPB are organized under the laws of the State of Delaware; WMSP, WMSFLTD, WCCAP, WCCAFLTD, PSP, PSFLTS, WSOPBP, WSOPFLTD, and WSOPFLTDB are organized under the laws of the British Virgin Islands; IAM are organized under the laws of the Cayman Islands.

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

294251103

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:

(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.

** SEE INSTRUCTION BEFORE FILLING OUT **

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CUSIP No. 294251103		13G


(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940.

(e)	x	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(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 § 240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

(a)

Amount Beneficially Owned

WA, acting as an investment adviser to its client, is deemed to be the beneficial owner of 28,952,443 shares of Common Stock of the Company.

WMSA, is deemed to beneficially own 5,912,533 Shares of Common Stock of the company.

WMSP is deemed to beneficially own 5,912,533 shares of Common Stock as a result of its ownership of Common Stock of the company

WMSFLP is deemed to beneficially own 5,912,533 shares of Common Stock as a result of its indirect ownership of Common Stock of the company

WMSFLTD is deemed to beneficially own 5,912,533 shares of Common Stock as a result of its indirect ownership Of Common Stock of the company

WCCAA, is deemed to beneficially own 5,354,608 Shares of Common Stock of the company.

WCCAP is deemed to beneficially own 5,354,608 shares of Common Stock as a result of its ownership of Common Stock of the company

WCCAFLP is deemed to beneficially own 5,354,608 shares of Common Stock as a result of its indirect ownership of Common Stock of the company

WCCAFLTD is deemed to beneficially own 5,354,608 shares of Common Stock as a result of its indirect ownership Of Common Stock of the company

PSA, is deemed to beneficially own 7,741,852 Shares of Common Stock of the company.

PSP is deemed to beneficially own 7,741,852 shares of Common Stock as a result of its ownership of Common Stock of the company

PSFLP is deemed to beneficially own 7,741,852 shares of Common Stock as a result of its indirect ownership Of Common Stock of the company

PSFLTD is deemed to beneficially own 7,7,41,852 shares of Common Stock as a result of its indirect ownership Of Common Stock of the company

** SEE INSTRUCTION BEFORE FILLING OUT **

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CUSIP No. 294251103		13G

WSOPA is deemed to beneficially own 9,032,165 Shares of Common Stock of the company.

WSOPAP is deemed to beneficially own 9,032,165 shares of Common Stock as a result of its ownership of Common Stock of the company

WSOPFLP is deemed to beneficially own 9,032,165 shares of Common Stock as a result of its indirect ownership of Common Stock of the company

WSOPFLTD is deemed to beneficially own 9,032,165 shares of Common Stock as a result of its indirect ownership of Common Stock of the company

WSOPFLPB is deemed to beneficially own 9,032,165 shares of Common Stock as a result of its indirect ownership of Common Stock of the company

WSOPFLTDB is deemed to beneficially own 9,032,165 shares of Common Stock as a result of its indirect ownership of Common Stock of the company

IAM, is deemed to beneficially own 911,285 Shares of Common Stock as a result of its ownership of Common Stock of the company

As a result of the relationship described in this statement, each of WA, WMSA, WMSFLP, WMSFLTD, WCCAA, WCCAFLP, WCCAFLTD, PSA, PSFLP, PSFLTD, WSOPA, WSOPFLP, WSOPFLPB, WSOPFLTD, and WSOPFLTDB may be deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by each of WMSP, WCCAP, PSP, WSOPBP, and IAM.

WA, WMSA, WMSFLP, WMSFLTD, WCCAA, WCCAFLP, WCCAFLTD, PSA, PSFLP, PSFLTD, WSOPA, WSOPFLP, WSOPFLPB, WSOPFLTD, and WSOPFLTDB each disclaim indirect beneficial ownership of the shares of Common Stock except to the extent of their pecuniary interest in such shares.*

Based on the relationships described herein, these entities may be deemed to constitute a “group” within the meaning Of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934. The filing of this statement shall not be construed as An admission that WA, WMSA,WMSP, WMSFLP, WMSFLTD, WCCAA, WCCAP, WCCAFLP, WCCAFLTD, PSA, PSP, PSFLP, PSFLTD, WSOPA, WSOPBP, WSOPFLP, WSOPFLPB, WSOPFLTD, WSOPFLTDB, and IAM are a group, Or have agreed to act as a group.*

(b)

Percent of Class

WA beneficially owns 35.0 % of the company’s Common Stock.*

WMSA is deemed to beneficially own 7.2 % of the company’s Common Stock

WMSP is deemed to beneficially own 7.2 % of the company’s Common Stock

WMSFLP is deemed to beneficially own 7.2% of the company’s Common Stock

WMSFLTD is deemed to beneficially own 7.2 % of the company’s Common Stock

WCCAA is deemed to beneficially own 6.5 % of the company’s Common Stock

WCCAP is deemed to beneficially own 6.5 % of the company’s Common Stock

WCCAFLP is deemed to beneficially own 6.5 % of the company’s Common Stock

** SEE INSTRUCTION BEFORE FILLING OUT **

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CUSIP No. 294251103		13G

WCCAFLTD is deemed to beneficially own 6.5 % of the company’s Common Stock

PSA is deemed to beneficially own 9.4 % of the company’s Common Stock

PSP is deemed to beneficially own 9.4 % of the company’s Common Stock

PSFLP is deemed to beneficially own 9.4 % of the company’s Common Stock

PSFLTD is deemed to beneficially own 9.4 % of the company’s Common Stock

WSOPA is deemed to beneficially own 10.9 % of the company’s Common Stock

WSOPBP is deemed to beneficially own 10.9 % of the company’s Common Stock

WSOPFLP is deemed to beneficially own 10.9 % of the company’s Common Stock

WSOPFLTD is deemed to beneficially own 10.9 % of the company’s Common Stock

WSOPFLPB is deemed to beneficially own 10.9 % of the company’s Common Stock

WSOPFLTDB is deemed to beneficially own 10.9 % of the company’s Common Stock

IAM beneficially owns 1.1 % of the company’s Common Stock.*

The percentage of Common Stock reportedly owned by each entity herein is based on 82,655,000 shares of outstanding Common Stock of the Company, which is the total number of shares issued and outstanding on July 31^st, 2010.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

WA has shared voting power with respect to 28,952,443 shares of the Issuer’s Common Stock.

WMSA, WMSP, WMSFLP, and WMSFLTD have shared voting power with respect to 5,912,533 Shares of the Company’s Common Stock.

WCCAA, WCCAP, WCCAFLP, and WCCAFLTD have shared voting power with respect to 5,354,608 Shares of the Company’s Common Stock.

PSA, PSP, PSFLP, and PSFLTD have shared voting power with respect to 7,741,852 Shares of the Company’s Common Stock.

WSOPA, WSOPBP, WSOPFL, WSOPFLTD, WSOPFLPB, and WSOPFLTDB have shared voting power with respect to 9,032,165 Shares of the Company’s Common Stock.

(iii)

Sole power to dispose or to direct the disposition of

** SEE INSTRUCTION BEFORE FILLING OUT **

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CUSIP No. 294251103		13G

(iv)

Shared power to dispose or to direct the disposition of

WA has shared voting power with respect to 28,952,443 shares of the Issuer’s Common Stock.

WMSA, WMSP, WMSFLP, and WMSFLTD, have shared voting power with respect 5,912,533 Shares of the Company’s Common Stock.

WCCAA, WCCAP, WCCAFLP, and WCCAFLTD have shared voting power with respect to 5,354,608 Shares of the Company’s Common Stock.

PSA, PSP, PSFLP, and PSFLTD have shared voting power with respect to 7,741,852 Shares of the Company’s Common Stock.

WSOPA, WSOPBP, WSOPFL, WSOPFLTD, WSOPFLPB, and WSOPFLTDB have shared voting power with respect to 9,032,165 Shares of the Company’s Common Stock.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).

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 *.

Instruction. Dissolution of a group requires a response to this item.

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.

Not Applicable

Item 8.

Identification and Classification of Members of the Group

See Item 2

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

** SEE INSTRUCTION BEFORE FILLING OUT **

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CUSIP No. 294251103		13G

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.

02/13/12

Date

/s/ Clint B. Semm

Signature

Clint B Semm as Chief Financial Officer of Whitebox Advisors, LLC.

Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

fb.us.1260302.03

** SEE INSTRUCTION BEFORE FILLING OUT **

SEC 1745 (2-02)

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