0001580415-13-000004.txt : 20130710 0001580415-13-000004.hdr.sgml : 20130710 20130710141623 ACCESSION NUMBER: 0001580415-13-000004 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130710 DATE AS OF CHANGE: 20130710 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bonds.com Group, Inc. CENTRAL INDEX KEY: 0001179090 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 383649127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80545 FILM NUMBER: 13961641 BUSINESS ADDRESS: STREET 1: 1500 BROADWAY STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-257-4062 MAIL ADDRESS: STREET 1: 1500 BROADWAY STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: IPORUSSIA INC DATE OF NAME CHANGE: 20020801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kazazian Asset Management, LLC CENTRAL INDEX KEY: 0001580415 IRS NUMBER: 204257143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE, FLOOR 15 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-581-8800 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE, FLOOR 15 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 kambdcg.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Bonds.com Group, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 098003106 (CUSIP Number) June 25, 2013 Date of Event Which Requires Filing of the 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). 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kazazian Asset Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) [] 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 28,571 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 28,571 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,571 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.5 12. TYPE OF REPORTING PERSON IA; OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kazazian Capital Master Fund, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) [] 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 28,571 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 28,571 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,571 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.5 12. TYPE OF REPORTING PERSON PN 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kazazian Capital Partners, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) [] 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 28,571 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 28,571 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,571 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.5 12. TYPE OF REPORTING PERSON HC; OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kirk Kazazian 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) [] 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 28,571 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 28,571 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,571 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.5 12. TYPE OF REPORTING PERSON HC; IN Item 1(a) Name of Issuer Bonds.com Group, Inc. Item 1(b) Address of Issuer's Principal Executive Offices 529 Fifth Avenue, 8th Floor, New York, New York 10017 Item 2(a) Name of Person Filing This Schedule 13G is being jointly filed by Kazazian Asset Management, LLC (the "Investment Manager"), Kazazian Capital Master Fund, LP (the "Fund"), Kazazian Capital Partners, LLC (the "General Partner"), and Kirk Kazazian, collectively the "Reporting Persons" with respect to shares of common stock of the above-named issuer owned by the Fund, a Delaware Company. Kazazian Asset Management, LLC (the "Investment Manager") acts as the investment manager of the Fund. Kazazian Capital Partners, LLC (the "General Partner") is the general partner of the Fund. The Investment Manager and General Partner are controlled by Kirk Kazazian. The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any). Item 2(b) Address of Principal Business Office The address of the principal business office of each of the Reporting Persons is Kazazian Asset Management, LLC, 527 Madison Avenue, 15th Floor, New York, New York 10022. Item 2(c) Citizenship The Investment Manager and General Partner are organized as limited liability companies under the laws of the State of Delaware. The Fund is a limited partnership under the laws of the Cayman Islands. Kirk Kazazian is a citizen of the United States. Item 2(d) Title of Class of Securities Common Stock, $0.001 par value Item 2(e) CUSIP Number 098003106 Item 3 If this statement is filed pursuant to Rules 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 Exchange Act; (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) [_] Investment company registered under Section 8 of the Investment Company Act; (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 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; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________. Item 4 Ownership A. Kazazian Asset Management, LLC (a) Kazazian Asset Management, LLC may be deemed to beneficially own 28,571 shares of common stock. (b) The number of shares Kazazian Asset Management, LLC may be deemed to beneficially own constitutes approximately 10.5% of the common stock outstanding. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 28,571 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 28,571 B. Kazazian Capital Master Fund, LP (a) Kazazian Capital Master Fund, LP may be deemed to beneficially own 28,571 shares of common stock. (b) The number of shares Kazazian Capital Master Fund, LP may be deemed to beneficially own constitutes approximately 10.5% of the common stock outstanding. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 28,571 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 28,571 C. Kazazian Capital Partners, LLC (a) Kazazian Capital Partners, LLC may be deemed to beneficially own 28,571 shares of common stock. (b) The number of shares Kazazian Capital Partners, LLC may be deemed to beneficially own constitutes approximately 10.5% of the common stock outstanding. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 28,571 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 28,571 D. Kirk Kazazian (a) Kirk Kazazian may be deemed to beneficially own 28,571 shares of common stock. (b) The number of shares Kirk Kazazian may be deemed to beneficially own constitutes approximately 10.5% of the common stock outstanding. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 28,571 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 28,571 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 5 percent of the class of securities, check the following 0. 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 See Item 2 above Item 8 Identification and Classification of Members of the Group Not Applicable 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 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. After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated this 3rd day of July, 2013. KAZAZIAN ASSET MANAGEMENT, LLC By: /s/ Kirk Kazazian KAZAZIAN CAPITAL MASTER FUND, LP By: /s/ Kirk Kazazian KAZAZIAN CAPITAL PARTNERS, LLC By: /s/ Kirk Kazazian KIRK KAZAZIAN By: /s/ Kirk Kazazian EX-1 2 bdcgex1.txt EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith, relating to the Common Stock, $0.001 par value, of Bonds.com Group, Inc., is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned. This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument. Dated this 3rd day of July, 2013. KAZAZIAN ASSET MANAGEMENT, LLC By: /s/ Kirk Kazazian KAZAZIAN CAPITAL MASTER FUND, LP By: /s/ Kirk Kazazian KAZAZIAN CAPITAL PARTNERS, LLC By: /s/ Kirk Kazazian KIRK KAZAZIAN By: /s/ Kirk Kazazian