- Amended Statement of Ownership (SC 13G/A)
09 Fevereiro 2010 - 7:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No. 4)*
QuantRx
Biomedical Corporation
(Name of
Issuer)
Common
Stock, par value $0.01
(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:
¨
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).
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1.
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names
of Reporting Persons
Mark
Capital LLC
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2.
|
check
the appropriate box if a member of a
group
(a)
¨
(b)
þ
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3.
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sec
use only
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4.
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citizenship
or place of organization
Delaware
Limited Liability Company
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NUMBER
OF
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5.
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sole
voting power
2,375,000
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SHARES
BENEFICIALLY
OWNED
BY
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6.
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shared
voting power
0
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EACH
REPORTING
PERSON
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7.
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sole
dispositive power
2,375,000
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WITH
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8.
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shared
dispositive power
0
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9.
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aggregate
amount beneficially owned by each reporting person
2,375,000
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10.
|
check
box if the aggregate amount in row (9) excludes certain shares
¨
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11.
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percent
of class represented by amount in row (9)
5.35%
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12.
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type
of Reporting Person
OO
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1.
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names
of Reporting Persons
Evan
M. Levine
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|
2.
|
check
the appropriate box if a member of a
group
(a)
¨
(b)
þ
|
|
3.
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sec
use only
|
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4.
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citizenship
or place of organization
United
States
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NUMBER
OF
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5.
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sole
voting power
3,163,800(1)
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|
SHARES
BENEFICIALLY
OWNED
BY
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6.
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shared
voting power
0
|
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EACH
REPORTING
PERSON
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7.
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sole
dispositive power
3,163,800(1)
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WITH
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8.
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shared
dispositive power
0
|
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9.
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aggregate
amount beneficially owned by each reporting person
3,163,800(1)
|
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10.
|
check
box if the aggregate amount in row (9) excludes certain shares
¨
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11.
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percent
of class represented by amount in row (9)
7.12%
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12.
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type
of Reporting Person
IN
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(1)
Represents (i) 2,375,000 shares owned by Mark Capital LLC, (ii) 727,400 held by
Mr. Levine as custodian for his minor children and (iii) 61,400 shares owned by
the Evan M. Levine Roth IRA. Mr. Levine is the managing member of
Mark Capital LLC and the beneficiary of the Evan M. Levine Roth
IRA. Mr. Levine is deemed to have beneficial ownership of these
shares.
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Item
1(a).
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Name
of Issuer:
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QuantRx
Biomedial Corporation
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Item
1(b).
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Address
of Issuer’s Principal Executive Office:
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100
S. Main Street, Suite 300
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Doylestown,
PA 18901
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Item
2(a).
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Name
of Person Filing:
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This
statement is being filed by Mark Capital LLC and Evan M.
Levine.
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Item
2(b).
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Address
of Principal Business Office:
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5173
Seagrove Place
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San
Diego, CA 92130
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Item
2(c).
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Citizenship:
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Mark
Capital LLC is a Delaware limited liability company. Mr. Levine
is a United States citizen.
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, par value $0.01 per share
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Item
2(e).
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CUSIP
Number:
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74765N109
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is a:
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Not
applicable.
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Based
solely upon information set forth in the Issuer’s most recent Form 10-Q, filed
with the Securities and Exchange Commission on November 11, 2009, there were
44,427,630 shares of the Issuer’s common stock outstanding as of November 10,
2009. The ownership percentages stated below are based upon this
amount of outstanding shares.
Mark
Capital LLC beneficially owns 2,375,000 shares of the Issuer’s common stock,
which constitutes 5.35% of the Issuer’s outstanding common stock.
Mr.
Levine benefically owns 3,163,800 shares of the Issuer’s common stock (which
consists of (i) 2,375,000 shares owned by Mark Capital LLC, (ii) 727,400 held by
Mr. Levine as custodian for his minor children and (iii) 61,400 shares owned by
the Evan M. Levine Roth IRA), which constitutes 7.12% of the Issuer’s common
stock. Mr. Levine is the managing member of Mark Capital LLC and the
beneficiary of the Evan M. Levine Roth IRA.
Number of
shares as to which Mark Capital LLC has:
(i) Sole
power to vote or to direct the vote: 2,375,000
(ii)
Shared power to vote or to direct the vote: 0
(iii)
Sole power to dispose or to direct the disposition
of: 2,375,000
(iv)
Shared power to dispose or to direct the disposition of
: 0
Number of
shares as to which Mr. Levine has:
(i) Sole
power to vote or to direct the vote: 3,163,800
(ii)
Shared power to vote or to direct the vote: 0
(iii)
Sole power to dispose or to direct the disposition
of: 3,163,800
(iv)
Shared power to dispose or to direct the disposition of
: 0
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
Applicable
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company:
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Not
Applicable
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
Applicable
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Item
9.
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Notice
of Dissolution of Group.
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Not Applicable
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Item
10.
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Certification.
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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.
Signature
After
reasonable inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February
8, 2010
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MARK
CAPITAL LLC
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By:
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/s/ Evan
M. Levine
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Evan
M. Levine, Managing Member
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EVAN
M. LEVINE
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/s/
Evan M. Levine
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Evan
M. Levine, an individual
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