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As Of Filer Filing For·On·As Docs:Size Issuer 3/28/08 Kleinberg Kaplan Wolff & Coh… P C SC 13G 1:90K Four Rivers Bioenergy Inc. |
Document/Exhibit Description Pages Size 1: SC 13G Statement of Beneficial Ownership HTML 51K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)
(AMENDMENT NO. )*
Four Rivers Bioenergy Inc. (f/k/a Med-Tech Solutions, Inc.)
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
(CUSIP Number)
(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)
*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).
(Continued on the Following Pages)
|
1. |
NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Quasar Fund Ltd.
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) |
x |
|
(b) |
o |
|
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 |
7,541,000
|
7. |
SOLE DISPOSITIVE POWER |
0
|
8. |
SHARED DISPOSITIVE POWER |
7,541,000
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7,541,000
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
|
|
EXCLUDES CERTAIN SHARES* |
o |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
6.6%
|
12. |
TYPE OF REPORTING PERSON* |
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
1. |
NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) |
x |
|
(b) |
o |
|
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 |
7,541,000
|
7. |
SOLE DISPOSITIVE POWER |
0
|
8. |
SHARED DISPOSITIVE POWER |
7,541,000
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7,541,000
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
|
|
EXCLUDES CERTAIN SHARES* |
o |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
6.6%
|
12. |
TYPE OF REPORTING PERSON* |
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
1. |
NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) |
x |
|
(b) |
o |
|
3. |
SEC USE ONLY |
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. |
SOLE VOTING POWER |
0
|
6. |
SHARED VOTING POWER |
7,541,000
|
7. |
SOLE DISPOSITIVE POWER |
0
|
8. |
SHARED DISPOSITIVE POWER |
7,541,000
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7,541,000
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
|
|
EXCLUDES CERTAIN SHARES* |
o |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
6.6%
|
12. |
TYPE OF REPORTING PERSON* |
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Schedule 13G reflects the shares of Common Stock (as defined below) beneficially owned by the Reporting Persons (as defined below) as of February 27, 2008.
|
ITEM 1(a). |
NAME OF ISSUER: |
Four Rivers Bioenergy Inc. (f/k/a Med-Tech Solutions, Inc.) (the “Issuer”)
|
ITEM 1(b). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
P.O. Box 1056
|
ITEM 2(a). |
NAME OF PERSON FILING: |
The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):
|
|
• |
Quasar Fund Ltd. (the “Fund”), |
|
|
• |
Amelia Advisors LLC (“Amelia Advisors”), and |
|
|
• |
Bernabe Martinez Caballé (“Mr. Martinez”). |
Amelia Advisors is the investment manager of the Fund. Mr. Martinez is the controlling person of Amelia Advisors. Therefore, each of Amelia Advisors and Mr. Martinez may be deemed to beneficially own the shares of Common Stock (as defined below) held by the Fund.
|
ITEM 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
The principal business address of the Fund is c/o M&C Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
The principal business address of each of Amelia Advisors and Mr. Martinez is 445 Park Avenue, 10th Floor, New York, New York 10022
|
ITEM 2(c). |
CITIZENSHIP: |
The Fund is a Cayman Islands exempted company.
Amelia Advisors is a Delaware limited liability company.
Mr. Martinez is a citizen of Spain.
|
ITEM 2(d). |
TITLE OF CLASS OF SECURITIES: |
Common Stock, par value $.001 per share (the “Common Stock”)
|
ITEM 2(e). |
CUSIP NUMBER: |
|
ITEM 3. |
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
|
(a) |
o |
Broker or dealer registered under Section 15 of the Exchange Act. |
|
(b) |
o |
Bank as defined in Section 3(a)(6) of the Exchange Act. |
|
(c) |
o |
Insurance company defined in Section 3(a)(19) of the Exchange Act. |
|
(d) |
o |
Investment company registered under Section 8 of the Investment Company Act. |
|
(e) |
o |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
|
(f) |
o |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
|
(g) |
o |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
|
(h) |
o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
|
(i) |
o |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
|
(j) |
o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
If this statement is filed pursuant to Rule 13d-1(c), check this box x.
|
ITEM 4. |
OWNERSHIP. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
(a) |
Amount beneficially owned: |
The Fund owns 7,541,000 shares of Common Stock.
Amelia Advisors, as the investment manager of the Fund, is deemed to beneficially own the 7,541,000 shares of Common Stock owned by the Fund.
Mr. Martinez, in his capacity as the controlling person of Amelia Advisors, is deemed to beneficially own the 7,541,000 shares of Common Stock owned by the Fund.
Collectively, the Reporting Persons beneficially own 7,541,000 shares of Common Stock.
|
|
(b) |
Percent of Class: |
The Reporting Persons’ beneficial ownership of 7,541,000 shares of Common Stock represents 6.6% of all the outstanding shares of Common Stock.
|
|
(c) |
Number of shares as to which such person has: |
|
|
(i) |
Sole power to vote or to direct the vote |
Not applicable.
|
|
(ii) |
Shared power to vote or to direct the vote of shares of Common Stock: |
The Fund, Amelia Advisors and Mr. Martinez have the shared power to vote or direct the vote of the 7,541,000 shares of Common Stock held by the Fund.
|
|
(iii) |
Sole power to dispose or to direct the disposition of shares of Common Stock: |
Not applicable.
|
|
(iv) |
Shared power to dispose or to direct the disposition of shares of Common Stock: |
The Fund, Amelia Advisors and Mr. Martinez have the shared power to dispose or to direct the disposition of the 7,541,000 shares of Common Stock held by the Fund.
|
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 Persons have ceased to be the beneficial 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. |
See Exhibit B.
|
ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
|
ITEM 10. |
CERTIFICATION. |
By signing below the undersigned certifies that, to the best of its or his 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.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.
Dated: March 17, 2008
|
QUASAR FUND LTD. |
|
By: Amelia Advisors LLC, as Investment Manager |
|
By:/s/ Bernabe Martinez Caballé Name: Bernabe Martinez Caballé Title: Managing Member
|
|
|
|
By:/s/ Bernabe Martinez Caballé Name: Bernabe Martinez Caballé Title: Managing Member
|
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Four Rivers Bioenergy Inc. (f/k/a Med-Tech Solutions, Inc.) dated as of March 17, 2008 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: March 17, 2008
|
QUASAR FUND LTD. |
|
By: Amelia Advisors LLC, as Investment Manager |
|
By:/s/ Bernabe Martinez Caballé Name: Bernabe Martinez Caballé Title: Managing Member
|
|
|
|
By:/s/ Bernabe Martinez Caballé Name: Bernabe Martinez Caballé Title: Managing Member
|
EXHIBIT B
Quasar Fund Ltd.
Amelia Advisors LLC
Bernabe Martinez Caballé
| This ‘SC 13G’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/28/08 | |||
| 3/17/08 | 10QSB | |||
| 2/27/08 | ||||
| 12/14/07 | 3, SC 13D | |||
| List all Filings | ||||