- Statement of Ownership (SC 13G)
24 November 2009 - 11:02AM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No.
)
*
iVoice,
Inc.
(Name
of Issuer)
----------------------------------------------------------------------------------------------------------------------
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
46588L205
(CUSIP
Number)
November
23, 2007
----------------------------------------------------------------------------------------------------------------------
(Date
of Event, which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
|
Rule
13d-1(b)
|
o
|
Rule
13d-1(c)
|
x
|
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 purposes of Section 18 of the Securities and Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
out shall be subject to all other provisions of the Act, (however, see the
Notes).
Page 2
Cusip
No.
46588L205
|
1.
|
Names
of Reporting Persons.
|
|
|
I.R.S.
Identification Nos. of above persons (entities only)
|
|
|
|
|
|
YA
Global Investments, L.P.
(13-4150836)
|
|
|
|
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2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
|
o
|
|
(b)
|
o
|
|
|
|
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3.
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SEC
Use Only
|
|
|
|
|
4.
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Citizenship
or Place of Organization: USA
|
|
|
|
Number
of
|
5.
|
Sole
Voting
Power: 89,553,333
|
Shares
|
|
|
Beneficially
|
6
|
Shared
Voting
Power: 0
|
Owned
by
|
|
|
Each
|
7.
|
Sole
Dispositive
Power: 89,553,333
|
Reporting
|
|
|
Person
With
|
8.
|
Shared
Dispositve
Power: 0
|
|
|
|
|
9.
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Aggregate
Amount Beneficially Owned
|
|
|
by
Each Reporting
Person: 89,553,333
|
|
|
|
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10.
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Check
if the Aggregate Amount in Row (9)
|
|
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Excludes
Certain Shares (See Instructions)
|
|
|
|
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11.
|
Percentage
of Class Represented by Amount
|
|
|
in
Row
(9): 3.0%*
|
|
|
|
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12.
|
Type of Reporting
Person (See
Instructions):
PN
|
Page 3
Item
1.
|
|
|
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(a)
Name
of Issuer:
iVoice,
Inc.
(b)
Address
of Issuer’s Principal Executive Offices:
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|
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750
Highway 34
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Matawan,
NJ 07747
|
|
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Item
2.
|
Identity
and Background
.
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(a)
|
Name
of Person Filing
: YA Global Investments,
L.P.
|
(b)
|
Address
of Principal Executive Office or, if none, Residence of Reporting
Persons:
|
|
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101
Hudson Street, Suite 3700
|
|
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Jersey
City, NJ 07303
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(c)
|
Citizenship:
Cayman Islands
|
(d)
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Title
of Class of Securities:
Common Stock, par value $0.01 per
share
|
(e)
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Cusip
Number:
46588L205
|
|
|
|
Item
3.
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If
the statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is:
|
(a)
|
o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o);
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
|
(c)
|
o
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
|
(d)
|
o
|
Investment
company registered under section 8 of the Investment Company Act of 1940
(15 of the Act (15 U.S.C. 78o);
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(e)
|
o
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
|
o
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
|
o
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
|
o
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); or
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(j)
|
o
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Group,
in accordance with 240.13d(b)(1)(ii)(J).
|
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Item
4.
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Ownership
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Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a)
|
|
Amount beneficially
owned:
89,553,333
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(b)
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Percentage of Class:
3.0%*
|
(c)
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Number
of shares as to which the person
has:
|
|
(i)
|
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Sole Power to vote
or to direct the vote:
89,553,333
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(ii)
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Shared power to vote
or to direct the vote:
0
|
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(iii)
|
|
Sole power to
dispose or to direct the disposition:
89,553,333
|
|
(iv)
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Shared power to
dispose or to direct the disposition:
0
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Page 4
Item
5.
|
Ownership
of Five Percent or Less of a
Class
:
|
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following
[ ].
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 Member
Group
|
Not
Applicable
Item
9.
|
Notice
of Dissolution of Group
|
Not
Applicable
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
participant in any transaction having that purpose or effect.
*
|
Additional
Information
:
|
YA Global
Investments, L.P. (“
YA
Global
”) is the beneficial owner of an Amended and Restated Secured
Convertible Debenture (“
Debenture
”),
dated November 12, 2009. The Debenture prohibits YA Global from
converting the Debenture to the extent such conversion would result in YA
Global, beneficially owning (as determined in accordance with Section 13(d) of
the Exchange Act and the rules promulgated thereunder) in excess of 9.9% of the
then issued and outstanding shares of Common Stock, including shares issuable
upon the conversion of the Debenture held by YA Global.
Page 5
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement in true, complete and
correct.
Dated:
November
23, 2009
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REPORTING
PERSON
:
|
|
|
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YA
GLOBAL INVESTMENTS, L.P.
|
|
|
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By:
|
Yorkville
Advisors, LLC
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Its:
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General
Partner
|
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By:
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/s/
Steven S.
Goldstein
|
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Name:
|
Steven
S. Goldstein, Esq.
|
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Its:
|
Chief
Compliance
Officer
|