Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934 (Amendment No. —)*
Entheos
Technologies, Inc.
(Name of
Issuer)
Common
Stock, $0.0001 per share
(Title of
Class of Securities)
293820304
(CUSIP Number)
Mr.
Barry Honig
4400
Biscayne Blvd.
Suite:
850
Miami,
FL 33137
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications
October
22, 2010
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box.o
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).
CUSIP No.
293820304
(a)
(b) x
Number of
shares beneficially owned by each reporting person with: 6,244,437*
* Mr.
Honig’s ownership consists of 5,600,000 shares of common stock (without giving
effect to any shares which he may purchase pursuant to the Issuer’s Series A
Warrants or the Series B Warrants (collectively the “Warrants”); subject to the
Maximum Beneficial Ownership Limitation of 9.9%, Mr. Honig is contractually
precluded from exercising any of the Warrants if as a result thereof he would
beneficially own more than 9.9% of the Issuer’s issued and outstanding shares of
common stock. Currently Mr. Honig may purchase up to 844,437 pursuant to the
Warrants. Accordingly, the number of shares he beneficially owns at this time is
6,244,437. The Series A Warrants are exercisable at $0.60 per share and the
Series B Warrants are exercisable at $0.75 per share.
Item
1.
Security
and Issuer
This statement on Schedule 13D (the
"Statement") relates to
the common stock, $.0001 par value per share (the “Common Stock”), of Entheos
Technologies, Inc. a Nevada corporation (the “Issuer”), with its principal
executive offices at 430 Park Avenue, Suite 702, New York, New York
10022.
This Schedule 13D is being filed to report Mr.
Barry Honig’s beneficial ownership of 6,244,437 shares (the “Issuer’s Shares”) of the
Issuer’s common stock. Mr. Honig acquired 3,000,000 shares pursuant to a
private placement effected by the Company, and 2,600,000 shares in private
transactions with other stockholders of the Issuer. Mr. Honig’s ownership
consists of 5,600,000 shares of common stock (without giving effect to any
shares which he may purchase pursuant to the Issuers Series A Warrants or the
Series B Warrants (collectively the “Warrants”); subject to the Maximum
Beneficial Ownership Limitation of 9.9%, Mr. Honig is contractually precluded
from exercising any of the Warrants if as a result thereof he would beneficially
own more than 9.9% of the Issuer’s issued and outstanding shares of common
stock. Currently Mr. Honig may purchase up to 844,437 pursuant to the Warrants.
Accordingly, the number of shares he beneficially owns at this time is
6,244,437. The Series A Warrants are exercisable at $0.60 per share and the
Series B Warrants are exercisable at $0.75 per share.
Mr. Honig is a private investor with an
office at 4400 Biscayne Blvd., Suite: 850, Miami, FL 33137.
During the past ten years none of our
directors, executive officers, promoters or control persons has
been:
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the
subject of any bankruptcy petition filed by or against any business
of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to
that time;
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convicted
in a criminal proceeding or is subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
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subject
to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking
activities;
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found
by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities
law;
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the
subject of any Federal or State judicial or administrative
order, judgment, decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation
of:
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(i)
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Any
Federal or State securities or commodities law or
regulation; or
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(ii)
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Any
law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and-desist order,
or removal or prohibition order;
or
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(iii)
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Any
law or regulation prohibiting mail or wire fraud or fraud
in connection with any business
entity.
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any
federal or state judicial or administrative proceedings based
on violations of federal or state securities, commodities, banking or
insurance laws and regulations, or any settlement to such actions
(excluding settlements between private parties);
and
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any
disciplinary sanctions or orders imposed by a stock, commodities
or derivatives exchange or other self-regulatory
organization.
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Mr. Honig used personal funds to
acquire the Issuer’s Shares.
The aggregate value of the Issuer’s
Shares on October 22, 2010 was approximately $0.25 per share or $1,561,109 in
the aggregate.
Item
4.
Purpose
of Transaction
The Issuer’s Shares were acquired by
Mr. Honig for investment purposes only and not for the purpose of effecting
control of the Issuer. All of the Issuer’s Shares are restricted shares and may
not be resold except pursuant to a registration statement filed under the
Securities Act of 1933 (the “1933 Act”) or pursuant to an
applicable exemption from the registration requirements of the 1933 Act. Three
million one hundred thousand (3,100,000) of the Issuer’s Shares are the subject
of a resale registration statement declared effective by the Securities and
Exchange Commission on February 11, 2010. Subject to market conditions and other
factors, the Reporting Persons may purchase additional shares of the Issuer’s
common stock, maintain his present ownership of the Issuer’s Shares or, at such
time as he may lawfully do so, sell some or all of the Issuer Shares. All
information and opinions herein are the sole views of the Reporting Persons as
of October 22, 2010.
(a) As
of the date of the event which required the filing of this Scheduled 13 Mr.
Honig held beneficial ownership of 6,244,437 shares of the Issuer’s common
stock, of which 5,600,000 consist of shares registered in Mr. Honig’s name and
844,437 shares which Mr. Honig may acquire upon exercise of the Warrants. Mr.
Honig has sole voting power as to 5,600,000 Issuer Shares.
All ownership percentages are based on
63,075,122 shares outstanding, which is calculated based on the amount of shares
outstanding as of August 10, 2010 as reported in the Issuer's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2010, as filed with the
Securities and Exchange Commission on August 13, 2010.
(b)
With respect to all of the Issuer Shares that are held by Mr.
Honig, Mr. Honig has sole power to vote and dispose or direct the disposition of
such shares.
(c) Transactions
effected in the Issuer’s common stock that have taken place in the past sixty
days are attached as Exhibit
A.
(d) Except
as described above, no person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Issuer Shares.
(e) Not
Applicable.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
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Mr. Honig acquired 3,000,000 units of
the Issuer’s securities pursuant to a Subscription Agreement dated as of July
28, 2008, between himself and the issuer dated July 28, 2008. Each unit
consisted of one share of the Company’s common stock, one Series A Warrant to
purchase a share of common stock at an exercise price $0.60 per share for a
period of 18 months from the date of issuance and one Series B Warrant to
purchase a share of common stock at an exercise price $0.75 per share for a
period of 24 months from the date of issuance. The Issuer has since extended the
exercise date of the Warrants to December 31, 2011.
Mr. Honig also acquired 100,000 and
2,500,000 shares directly from two different stockholders of the Issuer pursuant
for aggregate consideration of $70,000 and $25,000, respectively.
Other than as described herein, there
are no contracts, arrangements, understandings or relationships among the
Reporting Persons, or between the Reporting Persons and any other person, with
respect to the securities of the Issuer.
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Material
to be Filed as Exhibits.
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Exhibit
A
Transactions Within 60 Days Prior to the Date of This Schedule
13D
Signature
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct:
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By:
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/s/ Barry
Honig
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Dated:
October 29, 2010
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Name:
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Barry
Honig
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Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
Exhibit
A
Transactions
Within 60 Days Prior to the Date of This Schedule 13D
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Date
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Transaction Description
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Purchase
Price
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Sale Price
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10/22/10
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Purchased
2,500,000 shares of Entheos Technologies, Inc. Common
Stock
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$ |
25,000.00 |
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N/A
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