SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 15)*
JUMA TECHNOLOGY CORP.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
48138T100
(CUSIP Number)
Vision Capital Advisors, LLC
20 West 55th Street, 5th Floor
New York, NY 10019
Attention: James Murray
Tel: 212.849.8237
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 14, 2011
(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), 13d-1(f) or 13d-1(g), check the following box
¨
.
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 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.: 48138T100
NAME OF REPORTING PERSON
|
1.
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
Adam Benowitz
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
NUMBER OF
|
7
|
SOLE VOTING POWER - 0
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
8
|
SHARED VOTING POWER - 221,712,139
|
|
OWNED BY
|
|
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER - 0
|
|
REPORTING
|
|
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER - 221,712,139
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
221,712,139
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
83.0%
|
14
|
TYPE OF REPORTING PERSON
|
IN
CUSIP No.: 48138T100
|
1
|
NAME OF REPORTING PERSON
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vision Capital Advisors, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER OF
|
7
|
SOLE VOTING POWER - 0
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
8
|
SHARED VOTING POWER - 221,712,139
|
|
OWNED BY
|
|
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER - 0
|
|
REPORTING
|
|
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER - 221,712,139
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
221,712,139
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
83.0%
|
14
|
TYPE OF REPORTING PERSON
|
IA
CUSIP No.: 48138T100
|
1
|
NAME OF REPORTING PERSON
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vision Opportunity Master Fund, Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
NUMBER OF
|
7
|
SOLE VOTING POWER - 0
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
8
|
SHARED VOTING POWER - See Item 5
|
|
OWNED BY
|
|
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER - 0
|
|
REPORTING
|
|
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER - See Item 5
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
See Item 5
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
See Item 5
|
14
|
TYPE OF REPORTING PERSON
|
CO
CUSIP No.: 48138T100
NAME OF REPORTING PERSON
|
1.
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
Vision Capital Advantage Fund, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER OF
|
7
|
SOLE VOTING POWER - 0
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
8
|
SHARED VOTING POWER - See Item 5
|
|
OWNED BY
|
|
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER - 0
|
|
REPORTING
|
|
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER - See Item 5
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
See Item 5
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
See Item 5
|
14
|
TYPE OF REPORTING PERSON
|
PN
CUSIP No.: 48138T100
NAME OF REPORTING PERSON
|
1.
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
VCAF GP, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER OF
|
7
|
SOLE VOTING POWER - 0
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
8
|
SHARED VOTING POWER - See Item 5
|
|
OWNED BY
|
|
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER - 0
|
|
REPORTING
|
|
|
|
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER - See Item 5
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
See Item 5
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
See Item 5
|
14
|
TYPE OF REPORTING PERSON
|
OO
Explanatory Note
This Amendment No. 15 to Schedule 13D (this “
Amendment No. 15
”) is being filed with respect to the beneficial ownership of common stock, par value $0.0001 per share (the “
Common Stock
”), of Juma Technology Corp., a Delaware corporation (the “
Issuer
” or the “
Company
”). This Amendment No. 15 supplements Items 3, 4 and 7, and amends and restates in its entirety Item 5, of the Schedule 13D (as amended) originally filed on October 19, 2009.
|
ITEM 3.
|
Source and Amount of Funds or Other Consideration
|
The funds used to acquire the securities described in Item 4 of this Amendment No. 15 were from working capital of the Master Fund, and the amount of funds totaled in the aggregate $180,000.
|
ITEM 4.
|
Purpose of Transaction.
|
April 14, 2011 Note and Warrant Purchase Agreement
On April 14, 2011, the Issuer entered into a Note and Warrant Purchase Agreement (the “
Purchase Agreement
”) with the Master Fund. Under the Purchase Agreement, the Issuer executed and delivered to the Master Fund (a) a 10% bridge note in the aggregate principal amount of $180,000 (the “
Note
”) and (b) a Series A Warrant to purchase an aggregate of 1,200,000 shares of the Issuer’s common stock (the “
Warrant
”). The principal amount of the Note is payable within five (5) days after demand. The Note accrues interest at 10% per annum from the date of issuance, which interest is payable in cash within five (5) days after demand. The Note does not contain any conversion provisions. The Warrant is exercisable into shares of Common Stock at any time at the option of the Master Fund at an initial exercise price of $0.15 per share, provided that it cannot be exercised or converted to the extent that after giving effect thereto the beneficial ownership of the Master Fund, VCAF and their affiliates would exceed 4.99% of the Issuer’s outstanding Common Stock (which restriction can be lifted upon 61 days notice). The term of the Warrant expires March 31, 2015.
Waiver of Price Protection
Concurrently with the above described Purchase Agreement, the Company has entered into an Acknowledgement and Waiver of Anti-Dilution Adjustments (the “
Acknowledgement
”). Under the Acknowledgement, the Company acknowledged that the price protection provisions of the Series B Preferred Stock were triggered; provided, however, that the Master Fund and VCAF agreed to waive the price protections of the Series B Preferred Stock.
|
ITEM 5.
|
Interest in Securities of the Issuer.
|
(a) The Master Fund and VCAF, collectively, (i) own 1,116,705 shares of Common Stock, (ii) have the ability to acquire an additional 220,595,434 shares of Common Stock through the exercise or conversion of derivative securities and (iii) thus beneficially own 221,712,139 shares of Common Stock, representing 83.0% of all of the Issuer’s outstanding Common Stock. The Investment Manager and Mr. Benowitz (and the General Partner with respect to the shares of Common Stock owned by VCAF) may each be deemed to beneficially own the shares of Common Stock beneficially owned by the Master Fund and VCAF. Each disclaims beneficial ownership of such shares. The foregoing is based on 46,468,945 shares of Common Stock outstanding as of March 24, 2011, as reported on the Issuer’s Form 10-K filed on March 30, 2011.
(b) The Reporting Persons have shared power (with each other and not with any third party), to vote or direct the vote of and to dispose or direct the disposition of the 221,712,139 shares of Common Stock reported herein.
(c) Except as provided in Item 4, no transactions in the Common Stock have been effected by the Reporting Persons or, to the knowledge of the Reporting Persons, the Directors and Officers, since the filing of Amendment No. 14 to Schedule 13D on March 11, 2011.
(d) Not applicable.
(e) Not applicable.
|
ITEM 7.
|
Material to be Filed as Exhibits.
|
|
|
99.51.
|
Form of Note and Warrant Purchase Agreement dated as of April 14, 2011
|
|
|
99.52.
|
Form of 10% Bridge Note
|
|
|
99.53.
|
Form of Series A Warrant
|
|
|
99.54.
|
Form of Acknowledgement and Waiver of Anti-Dilution Adjustments
|
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.
Dated: May 16, 2011
|
|
ADAM BENOWITZ
|
|
|
VISION CAPITAL ADVISORS, LLC
|
|
|
VISION OPPORTUNITY MASTER FUND, LTD.
|
|
|
VISION CAPITAL ADVANTAGE FUND, L.P.
|
|
|
VCAF GP, LLC
|
|
|
|
|
|
|
By:
|
/s/ Adam Benowitz
|
|
|
Adam Benowitz, for himself, as Managing Member of the Investment Manager, as a Director of the Master Fund, and as authorized signatory of the General Partner (for itself and VCAF)
|
EXHIBIT INDEX
|
|
99.51.
|
Form of Note and Warrant Purchase Agreement dated as of April 14, 2011
|
|
|
99.52.
|
Form of 10% Bridge Note
|
|
|
99.53.
|
Form of Series A Warrant
|
|
|
99.54.
|
Form of Acknowledgement and Waiver of Anti-Dilution Adjustments
|
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