UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 1)*
ELEC COMMUNICATIONS, CORP.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
284739109
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2007
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
[ ] Rule 13d-1(b)
[X] 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 be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 45320R108
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Laurus Master Fund, Ltd.
98-0337673
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Cayman Islands
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,565,422*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,565,422*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,565,422
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): CO
--------------------------------------------------------------------------------
* Based on 25,679,904 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of ELEC Communications Corp., a New York corporation (the
"Company") as of October 15, 2007, as disclosed in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended August 31, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. ("Laurus"), Valens U.S. SPV I, LLC
("Valens U.S.") Calliope Capital Corporation ("Calliope"), Erato Corporation
("Erato"), PSource Structured Debt Limited ("PSource") and Valens Offshore SPV
II, Corp.("Valens Offshore" and together with Laurus, Valens U.S., PSource,
Calliope and Erato, the "Investors") held (i) a warrant (the "February 2005
Warrant") to acquire 793,650 Shares, at an exercise price of $0.72 per Share for
the first 264,550 Shares acquired thereunder, $0.79 per Share for the next
264,550 Shares acquired thereunder, and $0.95 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, (ii) a warrant (the
"November 2005 Warrant") to acquire 1,202,976 Shares, at an exercise price of
$0.10 per Share, subject to certain adjustments, (iii) a warrant (the "May 2006
Warrant") to acquire 3,359,856 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (iv) a warrant (the "April 2007 Warrant" and
together with the November 2005 Warrant, and the May 2006 Warrant, the "Earlier
Warrants") to acquire 1,200,000 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant")
to acquire 80,513,758 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to
acquire 6,709,480 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to
acquire 20,128,439 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to
acquire 14,208,310 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to
acquire 1,184,026 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and
together with the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3
September 2007 Warrant, B-1 September 2007 Warrant, and B-2 September 2007
Warrant, the "Later Warrants") to acquire 3,352,078 Shares, at an exercise price
of $0.10 per Share, subject to certain adjustments and (xi) 480,952 Shares. The
February 2005 Warrant and the Earlier Warrants 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 Fund of
more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants 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 Fund of more than 9.99% of
the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The
4.99% Issuance Limitation in the February 2005 Warrant may be revoked upon 75
days notice and is automatically null and void upon an event of default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants may be waived by the Investors upon
at least 61 days prior notice to the Company and shall automatically become null
and void following notice to the Issuer of the occurrence and during the
continuance of an event of default (as defined in and pursuant to the terms of
the applicable instrument). Calliope and Erato are wholly owned subsidiaries of
Laurus Master Fund, Ltd. (the "Fund"). The Fund and PSource are managed by
Laurus Capital Management, LLC. Valens Offshore and Valens U.S. are both managed
by Valens Capital Management, LLC. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
Valens Capital Management, LLC and share sole voting and investment power over
the securities owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 284739109
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
PSource Structured Debt Limited
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Guernsey
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,565,422*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,565,422*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,565,422
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): CO
--------------------------------------------------------------------------------
* Based on 25,679,904 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of ELEC Communications Corp., a New York corporation (the
"Company") as of October 15, 2007, as disclosed in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended August 31, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. ("Laurus"), Valens U.S. SPV I, LLC
("Valens U.S.") Calliope Capital Corporation ("Calliope"), Erato Corporation
("Erato"), PSource Structured Debt Limited ("PSource") and Valens Offshore SPV
II, Corp.("Valens Offshore" and together with Laurus, Valens U.S., PSource,
Calliope and Erato, the "Investors") held (i) a warrant (the "February 2005
Warrant") to acquire 793,650 Shares, at an exercise price of $0.72 per Share for
the first 264,550 Shares acquired thereunder, $0.79 per Share for the next
264,550 Shares acquired thereunder, and $0.95 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, (ii) a warrant (the
"November 2005 Warrant") to acquire 1,202,976 Shares, at an exercise price of
$0.10 per Share, subject to certain adjustments, (iii) a warrant (the "May 2006
Warrant") to acquire 3,359,856 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (iv) a warrant (the "April 2007 Warrant" and
together with the November 2005 Warrant, and the May 2006 Warrant, the "Earlier
Warrants") to acquire 1,200,000 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant")
to acquire 80,513,758 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to
acquire 6,709,480 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to
acquire 20,128,439 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to
acquire 14,208,310 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to
acquire 1,184,026 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and
together with the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3
September 2007 Warrant, B-1 September 2007 Warrant, and B-2 September 2007
Warrant, the "Later Warrants") to acquire 3,352,078 Shares, at an exercise price
of $0.10 per Share, subject to certain adjustments and (xi) 480,952 Shares. The
February 2005 Warrant and the Earlier Warrants 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 Fund of
more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants 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 Fund of more than 9.99% of
the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The
4.99% Issuance Limitation in the February 2005 Warrant may be revoked upon 75
days notice and is automatically null and void upon an event of default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants may be waived by the Investors upon
at least 61 days prior notice to the Company and shall automatically become null
and void following notice to the Issuer of the occurrence and during the
continuance of an event of default (as defined in and pursuant to the terms of
the applicable instrument). Calliope and Erato are wholly owned subsidiaries of
Laurus Master Fund, Ltd. (the "Fund"). The Fund and PSource are managed by
Laurus Capital Management, LLC. Valens Offshore and Valens U.S. are both managed
by Valens Capital Management, LLC. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
Valens Capital Management, LLC and share sole voting and investment power over
the securities owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 284739109
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Calliope Capital Corporation
57-1237865
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,565,422*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,565,422*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,565,422
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): CO
--------------------------------------------------------------------------------
* Based on 25,679,904 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of ELEC Communications Corp., a New York corporation (the
"Company") as of October 15, 2007, as disclosed in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended August 31, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. ("Laurus"), Valens U.S. SPV I, LLC
("Valens U.S.") Calliope Capital Corporation ("Calliope"), Erato Corporation
("Erato"), PSource Structured Debt Limited ("PSource") and Valens Offshore SPV
II, Corp.("Valens Offshore" and together with Laurus, Valens U.S., PSource,
Calliope and Erato, the "Investors") held (i) a warrant (the "February 2005
Warrant") to acquire 793,650 Shares, at an exercise price of $0.72 per Share for
the first 264,550 Shares acquired thereunder, $0.79 per Share for the next
264,550 Shares acquired thereunder, and $0.95 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, (ii) a warrant (the
"November 2005 Warrant") to acquire 1,202,976 Shares, at an exercise price of
$0.10 per Share, subject to certain adjustments, (iii) a warrant (the "May 2006
Warrant") to acquire 3,359,856 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (iv) a warrant (the "April 2007 Warrant" and
together with the November 2005 Warrant, and the May 2006 Warrant, the "Earlier
Warrants") to acquire 1,200,000 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant")
to acquire 80,513,758 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to
acquire 6,709,480 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to
acquire 20,128,439 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to
acquire 14,208,310 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to
acquire 1,184,026 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and
together with the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3
September 2007 Warrant, B-1 September 2007 Warrant, and B-2 September 2007
Warrant, the "Later Warrants") to acquire 3,352,078 Shares, at an exercise price
of $0.10 per Share, subject to certain adjustments and (xi) 480,952 Shares. The
February 2005 Warrant and the Earlier Warrants 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 Fund of
more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants 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 Fund of more than 9.99% of
the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The
4.99% Issuance Limitation in the February 2005 Warrant may be revoked upon 75
days notice and is automatically null and void upon an event of default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants may be waived by the Investors upon
at least 61 days prior notice to the Company and shall automatically become null
and void following notice to the Issuer of the occurrence and during the
continuance of an event of default (as defined in and pursuant to the terms of
the applicable instrument). Calliope and Erato are wholly owned subsidiaries of
Laurus Master Fund, Ltd. (the "Fund"). The Fund and PSource are managed by
Laurus Capital Management, LLC. Valens Offshore and Valens U.S. are both managed
by Valens Capital Management, LLC. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
Valens Capital Management, LLC and share sole voting and investment power over
the securities owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 284739109
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Erato Corporation
57-1237862
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,565,422*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,565,422*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,565,422
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): CO
--------------------------------------------------------------------------------
* Based on 25,679,904 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of ELEC Communications Corp., a New York corporation (the
"Company") as of October 15, 2007, as disclosed in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended August 31, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. ("Laurus"), Valens U.S. SPV I, LLC
("Valens U.S.") Calliope Capital Corporation ("Calliope"), Erato Corporation
("Erato"), PSource Structured Debt Limited ("PSource") and Valens Offshore SPV
II, Corp.("Valens Offshore" and together with Laurus, Valens U.S., PSource,
Calliope and Erato, the "Investors") held (i) a warrant (the "February 2005
Warrant") to acquire 793,650 Shares, at an exercise price of $0.72 per Share for
the first 264,550 Shares acquired thereunder, $0.79 per Share for the next
264,550 Shares acquired thereunder, and $0.95 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, (ii) a warrant (the
"November 2005 Warrant") to acquire 1,202,976 Shares, at an exercise price of
$0.10 per Share, subject to certain adjustments, (iii) a warrant (the "May 2006
Warrant") to acquire 3,359,856 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (iv) a warrant (the "April 2007 Warrant" and
together with the November 2005 Warrant, and the May 2006 Warrant, the "Earlier
Warrants") to acquire 1,200,000 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant")
to acquire 80,513,758 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to
acquire 6,709,480 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to
acquire 20,128,439 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to
acquire 14,208,310 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to
acquire 1,184,026 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and
together with the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3
September 2007 Warrant, B-1 September 2007 Warrant, and B-2 September 2007
Warrant, the "Later Warrants") to acquire 3,352,078 Shares, at an exercise price
of $0.10 per Share, subject to certain adjustments and (xi) 480,952 Shares. The
February 2005 Warrant and the Earlier Warrants 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 Fund of
more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants 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 Fund of more than 9.99% of
the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The
4.99% Issuance Limitation in the February 2005 Warrant may be revoked upon 75
days notice and is automatically null and void upon an event of default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants may be waived by the Investors upon
at least 61 days prior notice to the Company and shall automatically become null
and void following notice to the Issuer of the occurrence and during the
continuance of an event of default (as defined in and pursuant to the terms of
the applicable instrument). Calliope and Erato are wholly owned subsidiaries of
Laurus Master Fund, Ltd. (the "Fund"). The Fund and PSource are managed by
Laurus Capital Management, LLC. Valens Offshore and Valens U.S. are both managed
by Valens Capital Management, LLC. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
Valens Capital Management, LLC and share sole voting and investment power over
the securities owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 284739109
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Laurus Capital Management, LLC
13-4150669
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,565,422*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,565,422*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,565,422
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): OO
--------------------------------------------------------------------------------
* Based on 25,679,904 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of ELEC Communications Corp., a New York corporation (the
"Company") as of October 15, 2007, as disclosed in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended August 31, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. ("Laurus"), Valens U.S. SPV I, LLC
("Valens U.S.") Calliope Capital Corporation ("Calliope"), Erato Corporation
("Erato"), PSource Structured Debt Limited ("PSource") and Valens Offshore SPV
II, Corp.("Valens Offshore" and together with Laurus, Valens U.S., PSource,
Calliope and Erato, the "Investors") held (i) a warrant (the "February 2005
Warrant") to acquire 793,650 Shares, at an exercise price of $0.72 per Share for
the first 264,550 Shares acquired thereunder, $0.79 per Share for the next
264,550 Shares acquired thereunder, and $0.95 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, (ii) a warrant (the
"November 2005 Warrant") to acquire 1,202,976 Shares, at an exercise price of
$0.10 per Share, subject to certain adjustments, (iii) a warrant (the "May 2006
Warrant") to acquire 3,359,856 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (iv) a warrant (the "April 2007 Warrant" and
together with the November 2005 Warrant, and the May 2006 Warrant, the "Earlier
Warrants") to acquire 1,200,000 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant")
to acquire 80,513,758 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to
acquire 6,709,480 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to
acquire 20,128,439 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to
acquire 14,208,310 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to
acquire 1,184,026 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and
together with the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3
September 2007 Warrant, B-1 September 2007 Warrant, and B-2 September 2007
Warrant, the "Later Warrants") to acquire 3,352,078 Shares, at an exercise price
of $0.10 per Share, subject to certain adjustments and (xi) 480,952 Shares. The
February 2005 Warrant and the Earlier Warrants 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 Fund of
more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants 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 Fund of more than 9.99% of
the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The
4.99% Issuance Limitation in the February 2005 Warrant may be revoked upon 75
days notice and is automatically null and void upon an event of default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants may be waived by the Investors upon
at least 61 days prior notice to the Company and shall automatically become null
and void following notice to the Issuer of the occurrence and during the
continuance of an event of default (as defined in and pursuant to the terms of
the applicable instrument). Calliope and Erato are wholly owned subsidiaries of
Laurus Master Fund, Ltd. (the "Fund"). The Fund and PSource are managed by
Laurus Capital Management, LLC. Valens Offshore and Valens U.S. are both managed
by Valens Capital Management, LLC. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
Valens Capital Management, LLC and share sole voting and investment power over
the securities owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 284739109
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Valens Offshore SPV II, Corp.
26-0811267
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,565,422*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,565,422*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,565,422
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): CO
--------------------------------------------------------------------------------
* Based on 25,679,904 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of ELEC Communications Corp., a New York corporation (the
"Company") as of October 15, 2007, as disclosed in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended August 31, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. ("Laurus"), Valens U.S. SPV I, LLC
("Valens U.S.") Calliope Capital Corporation ("Calliope"), Erato Corporation
("Erato"), PSource Structured Debt Limited ("PSource") and Valens Offshore SPV
II, Corp.("Valens Offshore" and together with Laurus, Valens U.S., PSource,
Calliope and Erato, the "Investors") held (i) a warrant (the "February 2005
Warrant") to acquire 793,650 Shares, at an exercise price of $0.72 per Share for
the first 264,550 Shares acquired thereunder, $0.79 per Share for the next
264,550 Shares acquired thereunder, and $0.95 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, (ii) a warrant (the
"November 2005 Warrant") to acquire 1,202,976 Shares, at an exercise price of
$0.10 per Share, subject to certain adjustments, (iii) a warrant (the "May 2006
Warrant") to acquire 3,359,856 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (iv) a warrant (the "April 2007 Warrant" and
together with the November 2005 Warrant, and the May 2006 Warrant, the "Earlier
Warrants") to acquire 1,200,000 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant")
to acquire 80,513,758 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to
acquire 6,709,480 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to
acquire 20,128,439 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to
acquire 14,208,310 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to
acquire 1,184,026 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and
together with the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3
September 2007 Warrant, B-1 September 2007 Warrant, and B-2 September 2007
Warrant, the "Later Warrants") to acquire 3,352,078 Shares, at an exercise price
of $0.10 per Share, subject to certain adjustments and (xi) 480,952 Shares. The
February 2005 Warrant and the Earlier Warrants 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 Fund of
more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants 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 Fund of more than 9.99% of
the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The
4.99% Issuance Limitation in the February 2005 Warrant may be revoked upon 75
days notice and is automatically null and void upon an event of default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants may be waived by the Investors upon
at least 61 days prior notice to the Company and shall automatically become null
and void following notice to the Issuer of the occurrence and during the
continuance of an event of default (as defined in and pursuant to the terms of
the applicable instrument). Calliope and Erato are wholly owned subsidiaries of
Laurus Master Fund, Ltd. (the "Fund"). The Fund and PSource are managed by
Laurus Capital Management, LLC. Valens Offshore and Valens U.S. are both managed
by Valens Capital Management, LLC. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
Valens Capital Management, LLC and share sole voting and investment power over
the securities owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 284739109
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Valens U.S. SPV I, LLC
20-8903266
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,565,422*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,565,422*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,565,422
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): OO
--------------------------------------------------------------------------------
* Based on 25,679,904 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of ELEC Communications Corp., a New York corporation (the
"Company") as of October 15, 2007, as disclosed in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended August 31, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. ("Laurus"), Valens U.S. SPV I, LLC
("Valens U.S.") Calliope Capital Corporation ("Calliope"), Erato Corporation
("Erato"), PSource Structured Debt Limited ("PSource") and Valens Offshore SPV
II, Corp.("Valens Offshore" and together with Laurus, Valens U.S., PSource,
Calliope and Erato, the "Investors") held (i) a warrant (the "February 2005
Warrant") to acquire 793,650 Shares, at an exercise price of $0.72 per Share for
the first 264,550 Shares acquired thereunder, $0.79 per Share for the next
264,550 Shares acquired thereunder, and $0.95 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, (ii) a warrant (the
"November 2005 Warrant") to acquire 1,202,976 Shares, at an exercise price of
$0.10 per Share, subject to certain adjustments, (iii) a warrant (the "May 2006
Warrant") to acquire 3,359,856 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (iv) a warrant (the "April 2007 Warrant" and
together with the November 2005 Warrant, and the May 2006 Warrant, the "Earlier
Warrants") to acquire 1,200,000 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant")
to acquire 80,513,758 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to
acquire 6,709,480 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to
acquire 20,128,439 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to
acquire 14,208,310 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to
acquire 1,184,026 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and
together with the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3
September 2007 Warrant, B-1 September 2007 Warrant, and B-2 September 2007
Warrant, the "Later Warrants") to acquire 3,352,078 Shares, at an exercise price
of $0.10 per Share, subject to certain adjustments and (xi) 480,952 Shares. The
February 2005 Warrant and the Earlier Warrants 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 Fund of
more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants 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 Fund of more than 9.99% of
the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The
4.99% Issuance Limitation in the February 2005 Warrant may be revoked upon 75
days notice and is automatically null and void upon an event of default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants may be waived by the Investors upon
at least 61 days prior notice to the Company and shall automatically become null
and void following notice to the Issuer of the occurrence and during the
continuance of an event of default (as defined in and pursuant to the terms of
the applicable instrument). Calliope and Erato are wholly owned subsidiaries of
Laurus Master Fund, Ltd. (the "Fund"). The Fund and PSource are managed by
Laurus Capital Management, LLC. Valens Offshore and Valens U.S. are both managed
by Valens Capital Management, LLC. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
Valens Capital Management, LLC and share sole voting and investment power over
the securities owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 284739109
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Valens Capital Management, LLC
20-8903345
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,565,422*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,565,422*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,565,422
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): OO
--------------------------------------------------------------------------------
* Based on 25,679,904 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of ELEC Communications Corp., a New York corporation (the
"Company") as of October 15, 2007, as disclosed in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended August 31, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. ("Laurus"), Valens U.S. SPV I, LLC
("Valens U.S.") Calliope Capital Corporation ("Calliope"), Erato Corporation
("Erato"), PSource Structured Debt Limited ("PSource") and Valens Offshore SPV
II, Corp.("Valens Offshore" and together with Laurus, Valens U.S., PSource,
Calliope and Erato, the "Investors") held (i) a warrant (the "February 2005
Warrant") to acquire 793,650 Shares, at an exercise price of $0.72 per Share for
the first 264,550 Shares acquired thereunder, $0.79 per Share for the next
264,550 Shares acquired thereunder, and $0.95 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, (ii) a warrant (the
"November 2005 Warrant") to acquire 1,202,976 Shares, at an exercise price of
$0.10 per Share, subject to certain adjustments, (iii) a warrant (the "May 2006
Warrant") to acquire 3,359,856 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (iv) a warrant (the "April 2007 Warrant" and
together with the November 2005 Warrant, and the May 2006 Warrant, the "Earlier
Warrants") to acquire 1,200,000 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant")
to acquire 80,513,758 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to
acquire 6,709,480 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to
acquire 20,128,439 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to
acquire 14,208,310 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to
acquire 1,184,026 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and
together with the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3
September 2007 Warrant, B-1 September 2007 Warrant, and B-2 September 2007
Warrant, the "Later Warrants") to acquire 3,352,078 Shares, at an exercise price
of $0.10 per Share, subject to certain adjustments and (xi) 480,952 Shares. The
February 2005 Warrant and the Earlier Warrants 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 Fund of
more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants 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 Fund of more than 9.99% of
the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The
4.99% Issuance Limitation in the February 2005 Warrant may be revoked upon 75
days notice and is automatically null and void upon an event of default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants may be waived by the Investors upon
at least 61 days prior notice to the Company and shall automatically become null
and void following notice to the Issuer of the occurrence and during the
continuance of an event of default (as defined in and pursuant to the terms of
the applicable instrument). Calliope and Erato are wholly owned subsidiaries of
Laurus Master Fund, Ltd. (the "Fund"). The Fund and PSource are managed by
Laurus Capital Management, LLC. Valens Offshore and Valens U.S. are both managed
by Valens Capital Management, LLC. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
Valens Capital Management, LLC and share sole voting and investment power over
the securities owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 284739109
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
David Grin
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Israel
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,565,422*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,565,422*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,565,422
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): IN
--------------------------------------------------------------------------------
* Based on 25,679,904 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of ELEC Communications Corp., a New York corporation (the
"Company") as of October 15, 2007, as disclosed in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended August 31, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. ("Laurus"), Valens U.S. SPV I, LLC
("Valens U.S.") Calliope Capital Corporation ("Calliope"), Erato Corporation
("Erato"), PSource Structured Debt Limited ("PSource") and Valens Offshore SPV
II, Corp.("Valens Offshore" and together with Laurus, Valens U.S., PSource,
Calliope and Erato, the "Investors") held (i) a warrant (the "February 2005
Warrant") to acquire 793,650 Shares, at an exercise price of $0.72 per Share for
the first 264,550 Shares acquired thereunder, $0.79 per Share for the next
264,550 Shares acquired thereunder, and $0.95 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, (ii) a warrant (the
"November 2005 Warrant") to acquire 1,202,976 Shares, at an exercise price of
$0.10 per Share, subject to certain adjustments, (iii) a warrant (the "May 2006
Warrant") to acquire 3,359,856 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (iv) a warrant (the "April 2007 Warrant" and
together with the November 2005 Warrant, and the May 2006 Warrant, the "Earlier
Warrants") to acquire 1,200,000 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant")
to acquire 80,513,758 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to
acquire 6,709,480 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to
acquire 20,128,439 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to
acquire 14,208,310 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to
acquire 1,184,026 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and
together with the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3
September 2007 Warrant, B-1 September 2007 Warrant, and B-2 September 2007
Warrant, the "Later Warrants") to acquire 3,352,078 Shares, at an exercise price
of $0.10 per Share, subject to certain adjustments and (xi) 480,952 Shares. The
February 2005 Warrant and the Earlier Warrants 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 Fund of
more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants 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 Fund of more than 9.99% of
the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The
4.99% Issuance Limitation in the February 2005 Warrant may be revoked upon 75
days notice and is automatically null and void upon an event of default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants may be waived by the Investors upon
at least 61 days prior notice to the Company and shall automatically become null
and void following notice to the Issuer of the occurrence and during the
continuance of an event of default (as defined in and pursuant to the terms of
the applicable instrument). Calliope and Erato are wholly owned subsidiaries of
Laurus Master Fund, Ltd. (the "Fund"). The Fund and PSource are managed by
Laurus Capital Management, LLC. Valens Offshore and Valens U.S. are both managed
by Valens Capital Management, LLC. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
Valens Capital Management, LLC and share sole voting and investment power over
the securities owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 284739109
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Eugene Grin
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: United States
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 2,565,422*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,565,422*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,565,422
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): IN
--------------------------------------------------------------------------------
* Based on 25,679,904 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of ELEC Communications Corp., a New York corporation (the
"Company") as of October 15, 2007, as disclosed in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended August 31, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. ("Laurus"), Valens U.S. SPV I, LLC
("Valens U.S.") Calliope Capital Corporation ("Calliope"), Erato Corporation
("Erato"), PSource Structured Debt Limited ("PSource") and Valens Offshore SPV
II, Corp.("Valens Offshore" and together with Laurus, Valens U.S., PSource,
Calliope and Erato, the "Investors") held (i) a warrant (the "February 2005
Warrant") to acquire 793,650 Shares, at an exercise price of $0.72 per Share for
the first 264,550 Shares acquired thereunder, $0.79 per Share for the next
264,550 Shares acquired thereunder, and $0.95 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, (ii) a warrant (the
"November 2005 Warrant") to acquire 1,202,976 Shares, at an exercise price of
$0.10 per Share, subject to certain adjustments, (iii) a warrant (the "May 2006
Warrant") to acquire 3,359,856 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (iv) a warrant (the "April 2007 Warrant" and
together with the November 2005 Warrant, and the May 2006 Warrant, the "Earlier
Warrants") to acquire 1,200,000 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant")
to acquire 80,513,758 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to
acquire 6,709,480 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to
acquire 20,128,439 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to
acquire 14,208,310 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to
acquire 1,184,026 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and
together with the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3
September 2007 Warrant, B-1 September 2007 Warrant, and B-2 September 2007
Warrant, the "Later Warrants") to acquire 3,352,078 Shares, at an exercise price
of $0.10 per Share, subject to certain adjustments and (xi) 480,952 Shares. The
February 2005 Warrant and the Earlier Warrants 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 Fund of
more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants 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 Fund of more than 9.99% of
the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The
4.99% Issuance Limitation in the February 2005 Warrant may be revoked upon 75
days notice and is automatically null and void upon an event of default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants may be waived by the Investors upon
at least 61 days prior notice to the Company and shall automatically become null
and void following notice to the Issuer of the occurrence and during the
continuance of an event of default (as defined in and pursuant to the terms of
the applicable instrument). Calliope and Erato are wholly owned subsidiaries of
Laurus Master Fund, Ltd. (the "Fund"). The Fund and PSource are managed by
Laurus Capital Management, LLC. Valens Offshore and Valens U.S. are both managed
by Valens Capital Management, LLC. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
Valens Capital Management, LLC and share sole voting and investment power over
the securities owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 284739109
Item 1(a). Name Of Issuer: ELEC Communications Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
75 South Broadway, Suite 302
White Plains, New York 10601
Item 2(a). Name of Person Filing:
Laurus Master Fund, Ltd.
This Schedule 13G, as amended, is also filed on behalf of Laurus
Capital Management, LLC, a Delaware limited liability company,
Calliope Capital Corporation, a Delaware Corporation, Erato
Corporation, a Delaware corporation, PSource Structured Debt Limited,
a closed-ended company incorporated with limited liability in
Guernsey, Valens Offshore SPV II, Corp., a Delaware corporation,
Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens
Capital Management, LLC, a Delaware limited liability company, Eugene
Grin and David Grin. Laurus Capital Management, LLC manages Laurus
Master Fund, Ltd. and PSource Structured Debt Limited. Calliope
Capital Corporation and Erato Corporation are wholly owned
subsidiaries of Laurus Master Fund, Ltd. Valens Capital Management,
LLC manages Valens Offshore SPV II, Corp. and Valens U.S. SPV I, LLC
Eugene Grin and David Grin, through other entities, are the
controlling principals of Laurus Capital Management, LLC and Valens
Capital Management, LLC and share voting and investment power over the
shares owned by Laurus Master Fund, Ltd., Calliope Capital
Corporation, Erato Corporation, PSource Structured Debt Limited,
Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp. reported in
this Schedule 13G, as amended Information related to each of Laurus
Capital Management, LLC, Calliope Capital Corporation, Erato
Corporation, Valens Offshore SPV II, Corp., PSource Structured Debt
Limited, Valens U.S. SPV I, LLC, Valens Capital Management, LLC,
Eugene Grin and David Grin is set forth on Appendix A hereto.
Item 2(b). Address of Principal Business Office or, if None, Residence:
c/o Laurus Capital Management, LLC,
335 Madison Avenue, 10th Floor
New York, NY 10017
Item 2(c). Citizenship:
Cayman Islands
Item 2(d). Title of Class of Securities: Common Stock ("Common Stock")
Item 2(e). CUSIP No.: 284739109
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 2,565,422
(b) Percent of Class: 9.99%
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote 0*
(ii) shared power to vote or to direct the vote 2,565,422*
(iii) sole power to dispose or to direct the
disposition of 0*
(iv) shared power to dispose or to direct the
disposition of 2,565,422*
-------------------
* Based on 25,679,904 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of ELEC Communications Corp., a New York corporation (the
"Company") as of October 15, 2007, as disclosed in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended August 31, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. ("Laurus"), Valens U.S. SPV I, LLC
("Valens U.S.") Calliope Capital Corporation ("Calliope"), Erato Corporation
("Erato"), PSource Structured Debt Limited ("PSource") and Valens Offshore SPV
II, Corp.("Valens Offshore" and together with Laurus, Valens U.S., PSource,
Calliope and Erato, the "Investors") held (i) a warrant (the "February 2005
Warrant") to acquire 793,650 Shares, at an exercise price of $0.72 per Share for
the first 264,550 Shares acquired thereunder, $0.79 per Share for the next
264,550 Shares acquired thereunder, and $0.95 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, (ii) a warrant (the
"November 2005 Warrant") to acquire 1,202,976 Shares, at an exercise price of
$0.10 per Share, subject to certain adjustments, (iii) a warrant (the "May 2006
Warrant") to acquire 3,359,856 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (iv) a warrant (the "April 2007 Warrant" and
together with the November 2005 Warrant, and the May 2006 Warrant, the "Earlier
Warrants") to acquire 1,200,000 Shares, at an exercise price of $0.25 per Share,
subject to certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant")
to acquire 80,513,758 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to
acquire 6,709,480 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to
acquire 20,128,439 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to
acquire 14,208,310 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to
acquire 1,184,026 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and
together with the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3
September 2007 Warrant, B-1 September 2007 Warrant, and B-2 September 2007
Warrant, the "Later Warrants") to acquire 3,352,078 Shares, at an exercise price
of $0.10 per Share, subject to certain adjustments and (xi) 480,952 Shares. The
February 2005 Warrant and the Earlier Warrants 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 Fund of
more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants 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 Fund of more than 9.99% of
the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The
4.99% Issuance Limitation in the February 2005 Warrant may be revoked upon 75
days notice and is automatically null and void upon an event of default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants may be waived by the Investors upon
at least 61 days prior notice to the Company and shall automatically become null
and void following notice to the Issuer of the occurrence and during the
continuance of an event of default (as defined in and pursuant to the terms of
the applicable instrument). Calliope and Erato are wholly owned subsidiaries of
Laurus Master Fund, Ltd. (the "Fund"). The Fund and PSource are managed by
Laurus Capital Management, LLC. Valens Offshore and Valens U.S. are both managed
by Valens Capital Management, LLC. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
Valens Capital Management, LLC and share sole voting and investment power over
the securities owned by the Investors reported in this Schedule 13G, as amended.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
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 or Control
Person
Not Applicable.
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 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
---------
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 14, 2008
----------------
Date
LAURUS MASTER FUND, LTD.
By: /s/ Eugene Grin
-------------------------------
Name: Eugene Grin
Title: Director
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
CUSIP No. 284739109
APPENDIX A
A. Name: Laurus Capital Management, LLC, a Delaware limited
liability company
Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
B. Name: Calliope Capital Corporation, a Delaware
corporation
Address: c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
C. Name: PSource Structured Debt Limited, a closed-ended
company incorporated with limited liability in
Guernsey
Address: c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Guernsey
D. Name: Erato Corporation, a Delaware corporation
Address: c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
E. Name: Valens Offshore SPV II, Corp., a Delaware corporation
Address: c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
F. Name: Valens U.S. SPV I, LLC, a Delaware limited liability
company
Address: c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
G. Name: Valens Capital Management, LLC, a Delaware limited
liability company
Address: c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
H. Name: David Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal Director of Laurus Master Fund, Ltd.
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: Israel
F. Name: Eugene Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal Director of Laurus Master Fund, Ltd.
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: United States
CUSIP No. 284739109
Each of Laurus Capital Management, LLC, PSource Structured Debt Limited,
Calliope Capital Corporation, Erato Corporation, Valens Offshore SPV II, Corp.,
Valens Capital Management, LLC, David Grin and Eugene Grin hereby agree, by
their execution below, that the Schedule 13G to which this Appendix A is
attached is filed on behalf of each of them, respectively.
PSource Structured Debt Limited,
Laurus Capital Management, LLC,
Calliope Capital Corporation,
Erato Corporation
By: Laurus Capital Management, LLC, individually and as investment manager
/s/ Eugene Grin
---------------------------------
Eugene Grin
Principal
February 14, 2008
Valens U.S. SPV I, LLC
Valens Offshore SPV II, Corp.
By Valens Capital Management, LLC, individually and as investment manager
/s/ David Grin
---------------------------------
David Grin
Authorized Signatory
February 14, 2008
/s/ David Grin
---------------------------------
David Grin, on his individual behalf
February 14, 2008
/s/ Eugene Grin
---------------------------------
Eugene Grin, on his individual behalf
February 14, 2008