- Amended Statement of Ownership (SC 13G/A)
14 Janeiro 2009 - 9:02AM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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Under
the Securities Exchange Act of 1934
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INTERNATIONAL
CARD ESTABLISHMENT, INC.
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(Title
of Class of Securities)
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(Date
of Event Which Requires Filing of This
Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
*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 the
disclosures provided in a prior cover page.
The
information required in 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 not be subject to all other provisions of the Act (however, see the
Notes).
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NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mercator
Momentum Fund, L.P.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
8.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
1,719,962
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mercator
Momentum Fund III, L.P.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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CITIZENSHIP
OR PLACE OF ORGANIZATION
California
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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TYPE
OF REPORTING PERSON
PN
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NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monarch
Pointe Fund, Ltd.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
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CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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SHARED
VOTING POWER
2,747,587
SHARED
DISPOSITIVE POWER
2,747,587
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
2,747,587
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
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TYPE
OF REPORTING PERSON
CO
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NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William
Tacon
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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SHARED
VOTING POWER
2,747,587
SHARED
DISPOSITIVE POWER
2,747,587
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
2,747,587
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
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TYPE
OF REPORTING PERSON
IN
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NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.A.G.
Capital, LLC
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
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CITIZENSHIP
OR PLACE OF ORGANIZATION
California
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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SHARED
VOTING POWER
1,719,962
SHARED
DISPOSITIVE POWER
1,719,962
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
1,719,962
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
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TYPE
OF REPORTING PERSON
IA
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NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David
F. Firestone
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
8.
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SHARED
VOTING POWER
1,719,962
SHARED
DISPOSITIVE POWER
1,719,962
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
1,719,962
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
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TYPE
OF REPORTING PERSON
IN
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This
statement is hereby amended and restated in its entirety as
follows:
Item
1(a). Name of Issuer.
The name
of the issuer is International Card Establishment, Inc. (the
“Issuer”).
Item
1(b). Address of Issuer’s Principal Executive Offices.
The
address of the Issuer’s principal executive office is 555 Airport Space Way,
Suite A, Camarillo, California 93010.
Item
2(a). Name of Person Filing.
This
statement is filed by Monarch Pointe Fund, Ltd. (“MPF”), William Tacon (“Mr.
Tacon”), Mercator Momentum Fund, L.P. (“Mercator”), Mercator Momentum Fund III,
L.P. (“Momentum Fund III”), M.A.G. Capital, LLC (“MAG”), David F. Firestone
(“Mr. Firestone”).
This
statement relates to the securities directly owned by Mercator and
MPF. Momentum Fund III no longer owns any securities in the Issuer.
MAG is the general partner of Mercator, and was the general partner of Momentum
Fund III prior to its dissolution. MAG previously controlled the
investments of MPF. Mr. Firestone is the Managing Member of
MAG. As a result of their control over Mercator, Mr. Firestone and
MAG are deemed to beneficially own the securities of Mercator. MPF,
Mr. Tacon, Mercator, Momentum Fund III, MAG and Mr. Firestone are
referred to herein as the “Reporting Persons.”
Item
2(b). Address of Principal Business Office, or, if None,
Residence.
The
business address of each of Mercator, MAG and Mr. Firestone is 555 S. Flower
Street, Suite 4200, Los Angeles, CA 90071.
As Momentum Fund III was dissolved and terminated effective December
12, 2008, there is no business address.
MPF
currently is in liquidation. Pursuant to an order issued by the
Eastern Caribbean Supreme Court, in the High Court of Justice, British Virgin
Islands, William Tacon serves as the liquidator of MPF and, as such, has control
over the securities owned by MPF. Mr. Tacon is a partner of Kroll (BVI) Limited,
and his business address is c/o Kroll (BVI) Limited, PO Box 4571, Palm Grove
House, 2nd Floor Wickhams Cay, Road Town Tortola, British Virgin Islands
VG1110.
Item
2(c). Citizenship.
Mercator
is a California limited partnership. Momentum Fund III was a
California limited partnership. MAG is a California limited liability
company. MPF is a corporation organized under the laws of the British
Virgin Islands. Mr. Tacon is a British citizen. Mr. Firestone is a
U.S. Citizen.
Item
2(d). Title of Class of Securities.
The title
of the class of securities to which this statement relates is the common stock
of the Issuer, par value $0.0005 per share (the “Common Stock”).
Item
2(e). CUSIP No.
The CUSIP
number is 45923G103.
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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), Check
Whether the Person Filing is
a:
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(a)
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Broker
or dealer registered under Section 15 of the Act
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(b)
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Bank
as defined in Section 3(a)(6) of the
Act
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(c)
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Insurance
Company as defined in Section 3(a)(19) of the Act
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(d)
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Investment
Company registered under Section 8 of the Investment Company Act of
1940
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(e)
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Investment
Adviser registered under section 203 of the Investment Advisers Act of
1940
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(f)
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Employee
Benefit Plan, Pension Fund which is subject to the provisions of the
Employee Retirement Income Security Act of 1974 or Endowment Fund; see
Rule 13d-1(b)(1)(ii)(F)
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(g)
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Parent
Holding Company, in accordance with Rule 13d-1(b)(1)(ii)(G) (Note: See
Item 7)
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(h)
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(H).
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Item
4. Ownership.
Items
5-11 of each Reporting Person’s respective cover page is incorporated herein by
this reference. The percentage of class of securities in row 11 of the cover
page is based on the assumption that the Issuer had 35,843,703 shares of Common
Stock outstanding, which is the number of shares reported to be outstanding on
the Issuer’s Form 10-Q for the quarterly period ended September 30,
2008.
MAG
previously was the general partner of Momentum Fund III and previously
controlled the investments of MPF. Mr. Firestone is the Managing
Member of MAG. As a result of their prior control over Momentum Fund
III and MPF, Mr. Firestone and MAG previously were deemed to beneficially
own the securities of Momentum Fund III and MPF. MAG is the general
partner of Mercator. As MAG and Mr. Firestone have both voting powers
and investment powers over the securities held by Mercator, MAG and Mr.
Firestone are deemed to be the beneficial owners of the 165,000 shares of Common
Stock held by Mercator.
Neither MAG nor Mr.
Firestone directly owns any securities of Issuer.
MPF is
currently in liquidation. Pursuant to an order issued by the Eastern
Caribbean Supreme Court, in the High Court of Justice, British Virgin Islands,
Mr. Tacon now serves as the liquidator of MPF and, thereby, has replaced MAG
(and Mr. Firestone) as the entity having control over the investments of
MPF. As the liquidator, Mr. Tacon currently has the sole right to
control acquisition, disposition and voting of the Issuer’s securities that are
owned by MPF. Mr. Tacon does not directly own any of the Issuer’s
securities.
Momentum
Fund III was dissolved and terminated effective as of December 12,
2008. In connection with the dissolution of Momentum Fund III, that
fund distributed to its 30 partners all Issuer’s securities that it owned,
including all of the shares of common stock, preferred stock and
warrants. Accordingly, Momentum Fund III no longer owns any of the
Issuer’s securities. Upon the termination of Momentum Fund III, MAG
ceased being the general partner of that entity and, accordingly, also ceased
beneficially owning the Issuer’s securities that were previously owned by
Momentum Fund III.
As of the
date of this filing, MPF owns 847,551 shares of Common Stock and warrants to
purchase up to 1,900,036 shares of Common Stock, and Mercator owned warrants to
purchase up to 1,719,962 shares of Common Stock.
Item
5. Ownership of Five Percent or Less of a Class.
If this
Schedule 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 five percent
of the class of securities, check the following
x
Neither
Mercator, MAG, Mr. Firestone nor Momentum Fund III beneficially own more than
five percent of any class of the Issuer’s securities.
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
Not
Applicable.
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported
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on
by the Parent Holding Company.
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Not
Applicable.
Item
8. Identification and Classification of Members of the
Group.
Not
Applicable.
Item
9. Notice of Dissolution of Group.
The
Reporting Persons do not constitute a group. The Reporting Persons previously
filed jointly with the Securities and Exchange Commission pursuant to Rule
13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. As
a result of the appointment of Mr. Tacon as the liquidator of MPF and as the
replacement of MAG, all further filings with respect to the Issuer’s securities
by MPF will be filed, if required, by MPF and Mr. Tacon in their individual
capacities.
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.
[
Signature page
follows
]
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.
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Dated: January
6, 2009
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MONARCH
POINTE FUND, LTD.
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By:
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/s/ William Tacon
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William
Tacon, court appointed liquidator
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Dated: January
6, 2009
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/s/ William Tacon
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William
Tacon
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Dated: January
6, 2009
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M.A.G.
CAPITAL, LLC
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By:
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/s/ David Firestone
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David
Firestone,
Managing
Member
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Dated: January
6, 2009
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/s/ David F. Firestone
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David
F. Firestone
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MERCATOR
MOMENTUM FUND, L.P.
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By:
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By:
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/s/ David Firestone
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David
Firestone, Managing Member
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MERCATOR
MOMENTUM FUND III, L.P.
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By:
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By:
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/s/ David Firestone
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David
Firestone, Managing
Member
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AGREEMENT
OF JOINT FILING
The
undersigned hereby agree that the statement on Schedule 13G filed herewith (and
any amendments thereto), is being filed jointly with the Securities and Exchange
Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, on behalf of each such person.
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Dated: January
6, 2009
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MONARCH
POINTE FUND, LTD.
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By:
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/s/ William Tacon
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William
Tacon, court appointed liquidator
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Dated: January
6, 2009
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/s/ William Tacon
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William
Tacon
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Dated: January
6, 2009
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M.A.G.
CAPITAL, LLC
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By:
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/s/ David Firestone
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David
Firestone,
Managing
Member
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Dated: January
6, 2009
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/s/ David F. Firestone
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David
F. Firestone
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MERCATOR
MOMENTUM FUND, L.P.
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By:
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M.A.G.
CAPITAL, LLC,
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its
general partner
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By:
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/s/ David Firestone
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David
Firestone, Managing Member
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MERCATOR
MOMENTUM FUND III, L.P.
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By:
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M.A.G.
CAPITAL, LLC,
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its
general partner
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By:
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/s/ David Firestone
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David
Firestone, Managing
Member
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