UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A*
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)
Latteno Food
Corp
(Name of
Issuer)
Common Stock, par value
$.001 per share
(Title of
Class of Securities)
055247
10 0
(CUSIP
Number)
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Seth
A. Farbman
150
W 46th Street
(212)
730-4302
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
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(Date
of Event which Requires Filing of this Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.¨
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to
whom copies are to be sent.
* 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).
Page 2
of 5 Pages
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(1)
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Name
of Reporting Persons.
Seth
A. Farbman
I.R.S.
Identification Nos. of Above Persons (Entities Only)
o
--Rho Capital Partners,
Inc.
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(2)
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
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(3)
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SEC
Use Only
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(4)
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SOURCE
OF FUNDS (See Instructions)
WC
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(5)
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e).
o
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(6)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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Number
of
Shares
Beneficially Owned by
Each
Reporting Person
With
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(7)
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Sole
Voting Power
2,702,170(1)
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(8)
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Shared
Voting Power
1,250,000(2)
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(9)
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Sole
Dispositive Power
2,702,170(1)
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(10)
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Share
Dispositive Power
1,250,000(2)
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,952,170
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(12)
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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(13)
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Percent
of Class Represented by Amount in Row (11)
10.85%
(based on 34,418,840 shares of Common Stock issued and outstanding on June
30, 2010) (1)(2)
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(14)
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Type
of Reporting Person (See Instructions)
IN
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(1)
Includes (a) 225,000 shares of Common Stock issuable upon exercise of 225,000
common stock purchase warrants, each of which entitles the holder thereof to
purchase one share of Common Stock for $2.00 until June 11, 2012 and (b)
1,000,000 shares of Common Stock upon the conversion of a promissory note in the
principal amount of $1,000,000, (c) 1,477,170 shares of common
stock.
(2)
Includes (a) 500,000 shares of common stock and (b) 750,000 shares of Common
Stock issuable upon exercise of 750,000 common stock purchase warrants, each of
which entitles the holder thereof to purchase one share of Common Stock for
$2.00 until June 11, 2012.
*****
Page 3
of 5 Pages
This
Amendment No. 2 to Schedule 13D (this “Amendment No. 2”)
amends the Schedule 13D originally filed with the United States Securities and
Exchange Commission (the “SEC”) on June 16,
2008 (the “Schedule
13D”), relating to the beneficial ownership by Seth Farbman (the “Reporting Person”)
of Common Stock, par value $0.001 per share (the “Common Stock”), of
Latteno Food Corp (the “Issuer”). The address of the principal executive offices
of the Issuer is 8953 Woodbine Ave, Markham, Ontario, Canada L3ROJ9. Unless
specifically amended in this Amendment No. 2, the disclosures set forth in
the Schedule 13D shall remain unchanged.
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
Item 3 is
hereby amended and supplemented by adding the following at the end
thereof:
The
Reporting Person acquired, in consideration for $37,500 paid by the Reporting
Person from his personal funds, a promissory note dated October 25, 2007 (the
“2007 Note”),
in an aggregate principal amount of $37,500, which note became due and payable
of October 24, 2009. The principal amount of this note and interest
was converted to shares of common stock issued to the Reporting Person in the
amount of 56,625 shares.
The
Reporting Person was issued 676,210 shares on February 1, 2010 and 309,710
shares of common stock on August 25, 2010 as consideration for funds and
interest due in connection with a Note, Stock and Interest Purchase
Agreement, dated June 1, 2008.
ITEM
4. PURPOSE OF TRANSACTION
Item 4 is
hereby restated in its entirety as follows:
The Reporting Person acquired the
convertible securities and the shares of Common Stock reported herein for
investment purposes. The
Reporting Person has no present plans or proposals which would result in or
relate to any of the transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is
hereby amended by restating the first paragraph in its entirety as
follows:
The
Reporting Person is directly the beneficial owner of 2,702,170 shares of Common
Stock, which consists of: (i) 1,477,170 shares of Common Stock; (ii) 225,000
shares of Common Stock issuable upon exercise of 225,000 common stock purchase
warrants, each of which entitles the holder thereof to purchase one share of
Common Stock for $2.00 until June 11, 2012; and (iii) 1,000,000 shares of Common
Stock issuable within 60 days of the date hereof upon the conversion of a
promissory note in the principal amount of $1,000,000. The Reporting Person has
the sole power to vote or direct the vote, and to dispose or direct the
disposition of such shares. Except as disclosed herein, the Reporting Person has
not effected any other transaction in any securities of the Issuer in the past
sixty days.
Page 4
of 5 Pages
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 is
hereby restated in its entirety as follows:
Amendment
to Note, Stock and Interest Purchase Agreement, dated June 11,
2007.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS
The
following documents are filed as exhibits
Exhibit
99.1 Amendment to Note, Stock and Interest Purchase Agreement, dated June 11,
2007.
Page 5
of 5 Pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I hereby certify
that the information set forth in this statement is true, complete and
correct.
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By:
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/s/ Seth
Farbman
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Seth
Farbman
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