Edgar Filing: 180 Connect Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LAURUS MASTER FUND LTD

2. Issuer Name and Ticker or Trading Symbol
180 Connect Inc. [CNCT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Disclaimed Group

(Last)

(First)

(Middle)

C/O LAURUS CAPITAL MANAGEMENT, LLC, 335 MADISON AVENUE, 10TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2007

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Purchase Warrant

$ 4.35

10/31/2007

J⁽¹⁾⁽²⁾

591,023

10/31/2007

07/02/2012

Common Stock

591,023

⁽¹⁾ ⁽²⁾

I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Common Stock Purchase Warrant

$ 0.01

10/31/2007

J⁽¹⁾⁽²⁾

433,267

10/31/2007

07/02/2012

Common Stock

433,267

⁽¹⁾ ⁽²⁾

433,267

I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Common Stock Purchase Warrant

$ 3

10/31/2007

J⁽¹⁾⁽²⁾

157,756

10/31/2007

07/02/2012

Common Stock

157,756

⁽¹⁾ ⁽²⁾

157,756

I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Common Stock Purchase Warrant

$ 4.35

10/31/2007

J⁽¹⁾⁽²⁾

8,977

10/31/2007

07/02/2012

Common Stock

8,977

⁽¹⁾ ⁽²⁾

I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Common Stock Purchase Warrant

$ 0.01

10/31/2007

J⁽¹⁾⁽²⁾

6,733

10/31/2007

07/02/2012

Common Stock

6,733

⁽¹⁾ ⁽²⁾

6,733

I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Common Stock Purchase Warrant

$ 3

10/31/2007

J⁽¹⁾⁽²⁾

2,244

10/31/2007

07/02/2012

Common Stock

2,244

⁽¹⁾ ⁽²⁾

2,244

I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Common Stock Purchase Warrant

$ 4.01

10/31/2007

J⁽¹⁾⁽²⁾

250,000

10/31/2007

07/31/2012

Common Stock

250,000

⁽¹⁾ ⁽²⁾

I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Common Stock Purchase Warrant

$ 3

10/31/2007

J⁽¹⁾⁽²⁾

250,000

10/31/2007

07/31/2012

Common Stock

250,000

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

250,000

I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LAURUS MASTER FUND LTD C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10017		X		Disclaimed Group
Erato CORP C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10017		X		Disclaimed Group
LAURUS CAPITAL MANAGEMENT LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10017		X		Disclaimed Group
Valens U.S. SPV I, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10017				Disclaimed Group
Valens Capital Management, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10017				Disclaimed Group
GRIN DAVID C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10017		X		Disclaimed Group
GRIN EUGENE C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10017		X		Disclaimed Group

Signatures

/s/ Eugene Grin, Director of Laurus Master Fund, Ltd.		02/11/2008
^**Signature of Reporting Person		Date
/s/ Eugene Grin, Chairman, President and Secretary of Erato Corporation		02/11/2008
^**Signature of Reporting Person		Date
/s/ David Grin, Principal of Laurus Capital Management, LLC		02/11/2008
^**Signature of Reporting Person		Date
/s/ David Grin, Authorized Signatory of Valens U.S. SPV I, LLC		02/11/2008
^**Signature of Reporting Person		Date
/s/ Eugene Grin, Authorized Signatory of Valens U.S. SPV I, LLC		02/11/2008
^**Signature of Reporting Person		Date
/s/ David Grin, Principal of Valens Capital Management, LLC		02/11/2008
^**Signature of Reporting Person		Date
/s/ Eugene Grin, Principal of Valens Capital Management, LLC		02/11/2008
^**Signature of Reporting Person		Date
/s/ David Grin		02/11/2008
^**Signature of Reporting Person		Date
/s/ Eugene Grin		02/11/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reported transactions represent an amendment to the exercise price of existing common stock purchase warrants. As of October 31, 2007, Erato Corporation, a Delaware corporation ("Erato"), held (i) a warrant (the "July Warrant") to acquire 591,023 shares of the common stock, par value $0.0001 per share (the "Shares"), of 180 Connect Inc., a Delaware corporation (the "Company"), of which 443,267 Share are exercisable at an exercise price of $0.01 per Share, and 157,756 Shares are exercisable at an exercise price of $3.00 per Share, each subject to certain adjustments, and (ii) 2,782,507 Shares.
(2)	In addition, as of October 31, 2007, Laurus Master Fund, Ltd., a Cayman Islands corporation (the "Fund"), held a warrant to acquire 250,000 Shares, at an exercise price of $3.00 per Share, subject to certain adjustments, and Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S." and together with Erato and the Fund, the "Investors"), held a July Warrant to acquire 8,977 Shares, of which 6,733 Shares are exercisable at an exercise price of $0.01 per Share, and 2,244 Share are exercisable at an exercise price of $3.00 per Share, each subject to certain adjustments. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding. The Warrants each contain a restriction preventing the Investors from selling the Shares underlying such warrants until July 2, 2008.
(3)	Erato is a wholly owned subsidiary of the Fund. The Fund is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens U.S. is managed by Valens Capital Management, LLC, a Delaware limited liability company ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM, and share sole voting and investment power over all securities of the Company held by the Investors. Each of Erato and the Fund disclaims beneficial ownership of the securities of the Company held by Valens U.S., except to the extent of such person's pecuniary interest in Valens U.S., if any. Erato disclaims beneficial ownership of the securities of the Company held by the Fund, except to the extent of such person's pecuniary interest in the Fund, if any.
(4)	Valens U.S. disclaims beneficial ownership of the securities of the Company held by each of Erato and the Fund, except to the extent of such person's pecuniary interest in Erato and the Fund, if any. Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors except to the extent of such person's pecuniary interest in the Investors, if any. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.
Remarks: As stated above, the reported transactions represent an amendment to the exercise price of existing common stock purchase warrants. The Form 4s filed by the reporting persons with respect to the Company between November 1, 2007 and February 4, 2008 mistakenly included the original exercise prices of such warrants.

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