Global Payment Technologies Inc - Amended Statement of Ownership (SC 13G/A)

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)*

GLOBAL PAYMENT TECHNOLOGIES, INC.

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(Name of Issuer)

Common Stock, par value $0.01 per share

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(Title of Class of Securities)

37936S109

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(CUSIP Number)

December 31, 2007

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(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).

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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) [ ] -------------------------------------------------------------------------------- (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: 585,700* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 585,700* -------------------------------------- -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 585,700 -------------------------------------------------------------------------------- (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): 8.6% -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): CO -------------------------------------------------------------------------------- * Based on 6,497,185 shares of the common stock, par value $0.01 per Share (the "Shares") outstanding of Global Payment Technologies, Inc., a Delaware corporation (the "Company") as of December 31, 2007, as disclosed in the Company's Annual Report on Form 10-K/A for the fiscal year ended September 30, 2007. As of December 31, 2007, Calliope Capital Corporation, ("Calliope") held (i) a warrant (the "March Warrant") to acquire 200,000 Shares, at an exercise price of $4.87 per Share for the first 100,000 Shares acquired thereunder, $5.28 per Share for the next 60,000 Shares acquire thereunder and $5.68 for the remaining 40,000 shares acquired thereunder, subject to certain adjustments, (ii) a warrant (the "June Warrant" and together with the March Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, and (iii) 310,700 Shares. The Warrants contain an issuance limitation prohibiting Calliope from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by Calliope of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by Calliope 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 is a wholly owned subsidiary of Laurus Master Fund, Ltd. (the "Fund"). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by Calliope reported in this Schedule 13G, as amended.

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CUSIP No. 37936S109 -------------------------------------------------------------------------------- (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) [ ] -------------------------------------------------------------------------------- (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: 585,700* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 585,700* -------------------------------------- -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 585,700* -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ] -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 8.6% -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): CO -------------------------------------------------------------------------------- * Based on 6,497,185 shares of the common stock, par value $0.01 per Share (the "Shares") outstanding of Global Payment Technologies, Inc., a Delaware corporation (the "Company") as of December 31, 2007, as disclosed in the Company's Annual Report on Form 10-K/A for the fiscal year ended September 30, 2007. As of December 31, 2007, Calliope Capital Corporation, ("Calliope") held (i) a warrant (the "March Warrant") to acquire 200,000 Shares, at an exercise price of $4.87 per Share for the first 100,000 Shares acquired thereunder, $5.28 per Share for the next 60,000 Shares acquire thereunder and $5.68 for the remaining 40,000 shares acquired thereunder, subject to certain adjustments, (ii) a warrant (the "June Warrant" and together with the March Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, and (iii) 310,700 Shares. The Warrants contain an issuance limitation prohibiting Calliope from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by Calliope of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by Calliope 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 is a wholly owned subsidiary of Laurus Master Fund, Ltd. (the "Fund"). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by Calliope reported in this Schedule 13G, as amended.

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CUSIP No. 37936S109 -------------------------------------------------------------------------------- (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) [ ] -------------------------------------------------------------------------------- (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: 585,700* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 585,700* -------------------------------------- -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 585,700 -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ] -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 8.6% -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): CO -------------------------------------------------------------------------------- * Based on 6,497,185 shares of the common stock, par value $0.01 per Share (the "Shares") outstanding of Global Payment Technologies, Inc., a Delaware corporation (the "Company") as of December 31, 2007, as disclosed in the Company's Annual Report on Form 10-K/A for the fiscal year ended September 30, 2007. As of December 31, 2007, Calliope Capital Corporation, ("Calliope") held (i) a warrant (the "March Warrant") to acquire 200,000 Shares, at an exercise price of $4.87 per Share for the first 100,000 Shares acquired thereunder, $5.28 per Share for the next 60,000 Shares acquire thereunder and $5.68 for the remaining 40,000 shares acquired thereunder, subject to certain adjustments, (ii) a warrant (the "June Warrant" and together with the March Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, and (iii) 310,700 Shares. The Warrants contain an issuance limitation prohibiting Calliope from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by Calliope of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by Calliope 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 is a wholly owned subsidiary of Laurus Master Fund, Ltd. (the "Fund"). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by Calliope reported in this Schedule 13G, as amended.

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CUSIP No. 37936S109 -------------------------------------------------------------------------------- (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) [ ] -------------------------------------------------------------------------------- (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: 585,700* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 585,700* -------------------------------------- -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 585,700 -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ] -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 8.6% -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IN -------------------------------------------------------------------------------- * Based on 6,497,185 shares of the common stock, par value $0.01 per Share (the "Shares") outstanding of Global Payment Technologies, Inc., a Delaware corporation (the "Company") as of December 31, 2007, as disclosed in the Company's Annual Report on Form 10-K/A for the fiscal year ended September 30, 2007. As of December 31, 2007, Calliope Capital Corporation, ("Calliope") held (i) a warrant (the "March Warrant") to acquire 200,000 Shares, at an exercise price of $4.87 per Share for the first 100,000 Shares acquired thereunder, $5.28 per Share for the next 60,000 Shares acquire thereunder and $5.68 for the remaining 40,000 shares acquired thereunder, subject to certain adjustments, (ii) a warrant (the "June Warrant" and together with the March Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, and (iii) 310,700 Shares. The Warrants contain an issuance limitation prohibiting Calliope from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by Calliope of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by Calliope 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 is a wholly owned subsidiary of Laurus Master Fund, Ltd. (the "Fund"). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by Calliope reported in this Schedule 13G, as amended.

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CUSIP No. 37936S109 -------------------------------------------------------------------------------- (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) [ ] -------------------------------------------------------------------------------- (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: 585,700* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 585,700* -------------------------------------- -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 585,700 -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ] -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 8.6% -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IN -------------------------------------------------------------------------------- * Based on 6,497,185 shares of the common stock, par value $0.01 per Share (the "Shares") outstanding of Global Payment Technologies, Inc., a Delaware corporation (the "Company") as of December 31, 2007, as disclosed in the Company's Annual Report on Form 10-K/A for the fiscal year ended September 30, 2007. As of December 31, 2007, Calliope Capital Corporation, ("Calliope") held (i) a warrant (the "March Warrant") to acquire 200,000 Shares, at an exercise price of $4.87 per Share for the first 100,000 Shares acquired thereunder, $5.28 per Share for the next 60,000 Shares acquire thereunder and $5.68 for the remaining 40,000 shares acquired thereunder, subject to certain adjustments, (ii) a warrant (the "June Warrant" and together with the March Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, and (iii) 310,700 Shares. The Warrants contain an issuance limitation prohibiting Calliope from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by Calliope of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by Calliope 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 is a wholly owned subsidiary of Laurus Master Fund, Ltd. (the "Fund"). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by Calliope reported in this Schedule 13G, as amended.

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CUSIP No. 37936S109 Item 1(a). Name Of Issuer: Global Payment Technologies, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 425B Oser Avenue, Hauppauge, New York 11788 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. This Schedule 13G is also filed on behalf of Laurus Capital Management, LLC, a Delaware limited liability company, Calliope Capital Corporation, a Delaware corporation, Eugene Grin and David Grin. Laurus Capital Management, LLC manages Laurus Master Fund, Ltd. Calliope Capital Corporation is a wholly owned subsidiary of Laurus Master Fund, Ltd. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the shares owned by Laurus Master Fund, Ltd. and Calliope Capital Corporation Information related to each of Laurus Capital Management, LLC, Calliope Capital Corporation, 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, New York 10017 Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock ("Common Stock") Item 2(e). CUSIP No.: 37936S109 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: 585,700 (b) Percent of Class: 8.6% (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 585,700* (iii) sole power to dispose or to direct the disposition of 0* (iv) shared power to dispose or to direct the disposition of 585,700* ------------------- * Based on 6,497,185 shares of the common stock, par value $0.01 per Share (the "Shares") outstanding of Global Payment Technologies, Inc., a Delaware corporation (the "Company") as of December 31, 2007, as disclosed in the Company's Annual Report on Form 10-K/A for the fiscal year ended September 30, 2007. As of December 31, 2007, Calliope Capital Corporation, ("Calliope") held (i) a warrant (the "March Warrant") to acquire 200,000 Shares, at an exercise price of $4.87 per Share for the first 100,000 Shares acquired thereunder, $5.28 per Share for the next 60,000 Shares acquire thereunder and $5.68 for the remaining 40,000 shares acquired thereunder, subject to certain adjustments, (ii) a warrant (the "June Warrant" and together with the March Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, and (iii) 310,700 Shares. The Warrants contain an issuance limitation prohibiting Calliope from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by Calliope of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by Calliope 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 is a wholly owned subsidiary of Laurus Master Fund, Ltd. (the "Fund"). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by Calliope reported in this Schedule 13G, as amended.

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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.

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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/ /s/ David Grin ------------------------------- Name: David Grin Title: Director

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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CUSIP No. 37936S109 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: David Grin Business c/o Laurus Capital Management, LLC Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Director of Laurus Master Fund, Ltd. Occupation: Principal of Laurus Capital Management, LLC Citizenship: Israel D. Name: Eugene Grin Business c/o Laurus Capital Management, LLC Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Director of Laurus Master Fund, Ltd. Occupation: Principal of Laurus Capital Management, LLC Citizenship: United States

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CUSIP No. 37936S109 Each of Laurus Capital Management, LLC, Calliope Capital Corporation, Eugene Grin and David Grin hereby agree, by their execution below, that the Schedule 13G, as amended, to which this Appendix A is attached is filed on behalf of each of them, respectively Calliope Capital Corporation Laurus Capital Management, LLC By: Laurus Capital Management, LLC, Individually and as investment manager /s/ David Grin --------------------------------- Eugene Grin Principal 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