UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(AMENDMENT
NO. 1)
XENOMICS,
INC.
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
98410V109
(CUSIP
Number)
December
31, 2006
(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)
ý
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 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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CUSIP
NO. 98410V109
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|||||
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1.
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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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||||
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)
|
o
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||||
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(b)
|
x
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||||
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3.
|
SEC
USE ONLY
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||||
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4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
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||||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|||||
|
5.
|
SOLE
VOTING
POWER
0
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||||
|
6.
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SHARED
VOTING
POWER
51,282
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||||
|
7.
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SOLE
DISPOSITIVE
POWER
0
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||||
|
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|||||
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8.
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SHARED
DISPOSITIVE POWER
51,282
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||||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
51,282
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||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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||||
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11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
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||||
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12.
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TYPE
OF REPORTING PERSON
PN
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||||
2
of
10
|
CUSIP
NO. 98410V109
|
|||||
|
1.
|
NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mercator
Momentum Fund III, L.P.
|
||||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)
|
o
|
||||
|
(b)
|
x
|
||||
|
3.
|
SEC
USE ONLY
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||||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|||||
|
5.
|
SOLE
VOTING
POWER
0
|
||||
|
6.
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SHARED
VOTING
POWER
72,193
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||||
|
7.
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SOLE
DISPOSITIVE
POWER
0
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||||
|
|
|||||
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8.
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SHARED
DISPOSITIVE POWER
72,193
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||||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
72,193
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||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
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||||
|
12.
|
TYPE
OF REPORTING PERSON
PN
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||||
3
of
10
|
CUSIP
NO. 98410V109
|
|||||
|
1.
|
NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monarch
Pointe Fund, Ltd.
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||||
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)
|
o
|
||||
|
(b)
|
x
|
||||
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3.
|
SEC
USE ONLY
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||||
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4.
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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
|
|||||
|
5.
|
SOLE
VOTING POWER
0
|
||||
|
6.
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SHARED
VOTING POWER
170,347
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||||
|
7.
|
SOLE
DISPOSITIVE POWER
0
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||||
|
|
|||||
|
8.
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SHARED
DISPOSITIVE POWER
170,347
|
||||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
5,046,559
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||||
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10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%
|
||||
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12.
|
TYPE
OF REPORTING PERSON
CO
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||||
4
of
10
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CUSIP
NO. 98410V109
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|||||
|
1.
|
NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.A.G.
Capital, LLC
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||||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)
|
o
|
||||
|
(b)
|
x
|
||||
|
3.
|
SEC
USE ONLY
|
||||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|||||
|
5.
|
SOLE
VOTING POWER
0
|
||||
|
6.
|
SHARED
VOTING POWER
293,822
|
||||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
|
|||||
|
8.
|
SHARED
DISPOSITIVE POWER
293,822
|
||||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
293,822
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%
|
||||
|
12.
|
TYPE
OF REPORTING PERSON
IA
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5
of
10
|
CUSIP
NO. 98410V109
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|||||
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1.
|
NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David
F. Firestone
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||||
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)
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[
]
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||||
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(b)
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[X]
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||||
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3.
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SEC
USE ONLY
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||||
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4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|||||
|
5.
|
SOLE
VOTING POWER
0
|
||||
|
6.
|
SHARED
VOTING POWER
293,822
|
||||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
|
|||||
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8.
|
SHARED
DISPOSITIVE POWER
293,822
|
||||
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9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
293,822
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[
]
|
||||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%
|
||||
|
12.
|
TYPE
OF REPORTING PERSON
IN
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6
of
10
This
statement is hereby amended and restated in its entirety as
follows:
Item
1(a). Name of Issuer.
The
name
of the issuer is Xenomics, Inc. (the “Issuer”).
Item
1(b). Address of Issuer’s Principal Executive Offices.
The
address of the Issuer’s principal executive office is 420 Lexington Avenue,
Suite 1701, New York, New York 10170.
Item
2(a). Name of Person Filing.
Mercator
Momentum Fund, L.P. (“Momentum Fund”)
Mercator
Momentum Fund III, L.P. (“Momentum Fund III” and, with Momentum Fund, the
“Funds”)
M.A.G.
Capital, LLC (“MAG”)
David
F.
Firestone (“Firestone”)
Monarch
Pointe Fund, Ltd. (“MPF”)
This
statement relates to the securities directly owned by the Funds and MPF. MAG
is
the general partner of each of the Funds and controls the investments of MPF.
Firestone is the Managing Member of MAG. As a result of their control over
the
Funds and MPF, Firestone and MAG are deemed to beneficially own the securities
of the Funds and MPF. The Funds, MPF, MAG and David F. 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 the Funds, MAG and Firestone is 555 S. Flower
Street, Suite 4200, Los Angeles, CA 90071. The business address of MPF is c/o
Bank of Ireland Securities Services, Ltd., New Century House, International
Financial Services Center, Mayor Street Lower, Dublin 1, Republic of Ireland.
Item
2(c). Citizenship.
Each
of
the Funds is a California limited partnership. MAG, their general partner,
is a
California limited liability company. Firestone is a U.S. Citizen. MPF is a
corporation organized under the laws of the British Virgin Islands.
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 $0.0001 per share (the “Common Stock”).
Item
2(e). CUSIP No.
The
CUSIP
number is 98410V109.
7
of
10
Item
3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b), Check
Whether the Person Filing is a:
|
(a)
|
o |
Broker
or dealer registered under Section 15 of the Act
|
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(b)
|
o |
Bank
as defined in Section 3(a)(6) of the Act
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(c)
|
o |
Insurance
Company as defined in Section 3(a)(19) of the Act
|
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(d)
|
o |
Investment
Company registered under Section 8 of the Investment Company Act
of 1940
|
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(e)
|
x |
Investment
Adviser registered under section 203 of the Investment Advisers Act
of
1940
|
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(f)
|
o |
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)
|
o |
Parent
Holding Company, in accordance with Rule 13d-1(b)(1)(ii)(G) (Note:
See
Item 7)
|
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(h)
|
o |
Group,
in accordance with Rule
13d-1(b)(1)(ii)(H).
|
Item
4. Ownership.
None
of
the Reporting Persons have beneficial ownership that exceeds five percent of
the
Issuer’s outstanding shares of common stock as of December 31, 2006.
As
of
December 31, 2006, each of the Funds and MPF directly owned the following
securities of the Issuer:
Momentum
Fund owned warrants to purchase up to 51,282 shares of Common
Stock.
Momentum
Fund III owned 36,552 shares of Common Stock and warrants to purchase up to
35,641 shares of Common Stock.
MPF
owned
64,962 shares of Common Stock and warrants to purchase up to 105,385 shares
of
Common Stock.
Neither
MAG nor David F. Firestone directly owned any securities of the
Issuer.
As
of
December 31, 2006, the aggregate number and percentage of class of securities
identified pursuant to Item 4 beneficially owned by each person identified
in Item 2(a) may be found in rows 9 and 11 of the cover pages. The
percentages were based on the assumption that the Issuer had 20,194,148 shares
of Common Stock outstanding as of December 31, 2006, which is the number
reported by the Issuer as outstanding as of December 19, 2006, according to
its Quarterly Report on Form 10-Q/A for the quarterly period ended
October 31, 2006.
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]
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
Not
Applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on
by the Parent Holding Company.
Not
Applicable.
8
of
10
Item
8. Identification and Classification of Members of the
Group.
Not
Applicable.
Item
9. Notice of Dissolution of Group.
Not
Applicable.
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
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.
| February 7, 2007 | February 7, 2007 | |||
| MERCATOR MOMENTUM FUND, L.P. | MERCATOR MOMENTUM FUND III, L.P. | |||
| By: |
M.A.G.
CAPITAL, LLC,
its
general partner
|
By: |
M.A.G.
CAPITAL, LLC,
its
general partner
|
|
|
By: /s/ Harry
Aharonian
Harry
Aharonian, Portfolio Manager
|
By: /s/ Harry
Aharonian
Harry
Aharonian, Portfolio Manager
|
|||
| Dated: February 7, 2007 | Dated: February 7, 2007 | |||
| MONARCH POINTE FUND, LTD. | M.A.G. CAPITAL, LLC | |||
| By: | /s/
Harry
Aharonian
Harry
Aharonian, Portfolio Manager
|
By: | /s/
Harry
Aharonian
Harry
Aharonian, Portfolio
Manager
|
|
|
Dated: February
7, 2007
/s/
David F.
Firestone
David
F. Firestone
|
9
of
10
EXHIBIT
A
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.
Dated: February
7, 2007
|
MERCATOR
MOMENTUM FUND, L.P.
|
||||
| By: |
M.A.G.
CAPITAL, LLC,
its
general partner
|
|||
|
By: /s/ Harry
Aharonian
Harry
Aharonian, Portfolio Manager
|
||||
|
MERCATOR
MOMENTUM FUND III, L.P.
|
||||
| By: |
M.A.G.
CAPITAL, LLC,
its
general partner
|
|||
|
By: /s/ Harry
Aharonian
Harry
Aharonian, Portfolio Manager
|
||||
|
MONARCH
POINTE FUND, LTD
|
||||
| By: |
/s/
Harry
Aharonian
Harry
Aharonian, Portfolio Manager
|
|||
|
M.A.G.
CAPITAL, LLC
|
||||
| By: |
/s/
Harry
Aharonian
Harry
Aharonian, Portfolio Manager
|
|||
|
/s/
David F.
Firestone
David
F. Firestone
|
||||
10
of
10