Unassociated Document

0001144204-08-039670.txt : 20080714 0001144204-08-039670.hdr.sgml : 20080714 20080711174134 ACCESSION NUMBER: 0001144204-08-039670 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080714 DATE AS OF CHANGE: 20080711 GROUP MEMBERS: COMVEST CAPITAL MANAGEMENT LLC GROUP MEMBERS: COMVEST GROUP HOLDINGS LLC GROUP MEMBERS: MICHAEL S. FALK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAPOLLA INDUSTRIES INC CENTRAL INDEX KEY: 0000875296 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 133545304 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56557 FILM NUMBER: 08949657 BUSINESS ADDRESS: STREET 1: INTERCONTINENTAL BUSINESS PARK STREET 2: 15402 VANTAGE PARKWAY EAST, STE. 322 CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 281-219-4700 MAIL ADDRESS: STREET 1: INTERCONTINENTAL BUSINESS PARK STREET 2: 15402 VANTAGE PARKWAY EAST, STE. 322 CITY: HOUSTON STATE: TX ZIP: 77032 FORMER COMPANY: FORMER CONFORMED NAME: IFT CORP DATE OF NAME CHANGE: 20050103 FORMER COMPANY: FORMER CONFORMED NAME: URECOATS INDUSTRIES INC DATE OF NAME CHANGE: 19990217 FORMER COMPANY: FORMER CONFORMED NAME: NATURAL CHILD CARE INC DATE OF NAME CHANGE: 19931117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ComVest Capital, LLC CENTRAL INDEX KEY: 0001362707 IRS NUMBER: 510567247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE NORTH CLEMATIS STREET STREET 2: SUITE 300 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 561-868-6060 MAIL ADDRESS: STREET 1: ONE NORTH CLEMATIS STREET STREET 2: SUITE 300 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 SC 13G/A 1 v119634_sc13ga.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 13G/A

Amendment No. 2

LaPolla Industries, Inc.

(Name of Issuer)

Common Stock, $.01 Par Value Per Share

(Title of Class of Securities)

516648102

(CUSIP Number of Class of Securities)

June 30, 2008

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule

is filed:

o RULE 13d-1(b)

x RULE 13d-1(c)

o RULE 13d-1(d)

CUSIP NO. 516648102

Page 2 of 8


1	NAME OF REPORTING PERSON

	ComVest Capital LLC
2	CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
	(A) o
	(B) x
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

	5	SOLE VOTING POWER
NUMBER OF SHARES
		0
BENEFICIALLY OWNED	6	SHARED VOTING POWER

BY EACH REPORTING		6,396,104 Shares
	7	SOLE DISPOSITIVE POWER
PERSON WITH
		0
	8	SHARED DISPOSITIVE POWER

		6,396,104 Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,396,104 Shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	(See Instructions)
		o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.7% of Common Stock
12	TYPE OF REPORTING PERSON (See Instructions)

	OO

CUSIP NO. 516648102

Page 3 of 8


1	NAME OF REPORTING PERSON

	ComVest Capital Management LLC
2	CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
	(A) o
	(B) x
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

	5	SOLE VOTING POWER
NUMBER OF SHARES
		0
BENEFICIALLY OWNED	6	SHARED VOTING POWER

BY EACH REPORTING		6,396,104 Shares
	7	SOLE DISPOSITIVE POWER
PERSON WITH
		0
	8	SHARED DISPOSITIVE POWER

		6,396,104 Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,396,104 Shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	(See Instructions)
		o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.7% of Common Stock
12	TYPE OF REPORTING PERSON (See Instructions)

	OO

CUSIP NO. 516648102

Page 4 of 8


1	NAME OF REPORTING PERSON

	ComVest Group Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
	(A) o
	(B) x
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

	5	SOLE VOTING POWER
NUMBER OF SHARES
		0
BENEFICIALLY OWNED	6	SHARED VOTING POWER

BY EACH REPORTING		6,396,104 Shares
	7	SOLE DISPOSITIVE POWER
PERSON WITH
		0
	8	SHARED DISPOSITIVE POWER

		6,396,104 Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,396,104 Shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	(See Instructions)
		o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.7% of Common Stock
12	TYPE OF REPORTING PERSON (See Instructions)

	OO

CUSIP NO. 516648102

Page 5 of 8


1	NAME OF REPORTING PERSON

	Michael S. Falk
2	CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
	(A) o
	(B) x
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

	5	SOLE VOTING POWER
NUMBER OF SHARES
		0
BENEFICIALLY OWNED	6	SHARED VOTING POWER

BY EACH REPORTING		6,396,104 Shares
	7	SOLE DISPOSITIVE POWER
PERSON WITH
		0
	8	SHARED DISPOSITIVE POWER

		6,396,104 Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,396,104 Shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	(See Instructions)
		o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.7% of Common Stock
12	TYPE OF REPORTING PERSON (See Instructions)

	IN

Page 6 of 8

ITEM 1(a). Name of Issuer:

LaPolla Industries, Inc.

ITEM 1(b). Address of Issuer's Principal Executive Offices:

Intercontinental Business Park, 15402 Vantage Parkway East, Suite 322, Houston, Texas 77032

ITEM 2(a). Names of Persons Filing:

ComVest Capital LLC ("ComVest")

ComVest Capital Management LLC ("Management")

ComVest Group Holdings, LLC ("CGH")

Michael S. Falk

ITEM 2(b). Address of Principal Business Office or, if None, Residence:

One North Clematis, Suite 300, West Palm Beach, Florida 33401

ITEM 2(c). Citizenship:

ComVest, Management and CGH are Delaware Limited Liability Companies.

Michael S. Falk is a U.S. citizen.

ITEM 2(d). Title of Class of Securities:

Common Stock, $.01 Par Value Per Share

ITEM 2(e). CUSIP Number: 516648102

Page 7 of 8

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:

The reporting persons are a group for purposes of the filing of this statement.

ITEM 4. Ownership:

(a) Amount beneficially owned by all reporting persons: 6,396,104 Shares

(b) Percent of class: 9.7% of Common Stock

(i) sole power to vote or to direct the vote: 0 Shares

(ii) shared power to vote or to direct the vote: 6,396,104 Shares

(iii) sole power to dispose or to direct the disposition: 0 Shares

(iv) shared power to dispose or to direct the disposition: 6,396,104 Shares

ITEM 5. Ownership of five percent or less of a class.

If this statement is being filed to reflect the fact that as of the date hereof the reporting person has ceased to be the owner of more than five percent of the class of securities, check the following: o.

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.

Not applicable.

ITEM 8. Identification and classification of members of the group.

The reporting persons are a group for purposes of filing this Statement. See Exhibit 1 attached hereto.

Page 8 of 8

ITEM 9. Notice of dissolution of group.

Not applicable.

ITEM 10. Certifications.

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 or as a participant in any transaction having that purpose or effect.

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: July 11, 2008

ComVest Capital LLC
By: ComVest Capital Management LLC, its managing member
	By:	/s/ Cecilio M. Rodriguez
		Cecilio M. Rodriguez, Treasurer
ComVest Capital Management LLC
	By	/s/ Cecilio M. Rodriguez
		Cecilio M. Rodriguez, Treasurer
ComVest Group Holdings LLC
	By:	/s/ Cecilio M. Rodriguez
		Cecilio M. Rodriguez, Treasurer

	/s/ Michael S. Falk
	Michael S. Falk, individually

EX-1 2 v119634_ex1.htm

Exhibit 1

The name of the Reporting Person is ComVest Capital LLC, a Delaware limited liability company ("ComVest"). ComVest is a private investment company. The managing member of ComVest is ComVest Capital Management LLC, a Delaware limited liability company ("Management"), the managing member of which is ComVest Group Holdings, LLC, a Delaware limited liability company ("CGH"). Michael Falk ("Falk") is the Chairman and principal member of CGH. Falk is a citizen of the United States of America.