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