SC 13G/A 1 v064869_sc13ga.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
 
XENOMICS, INC. 
(Name of Issuer)

Common Stock
(Title of Class of Securities)

98410V109
(CUSIP Number)
 
December 31, 2006
(Date of Event Which Requires Filing of This Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
 
ý Rule 13d-1(c)
 
¨ Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall not be subject to all other provisions of the Act (however, see the Notes).
 
CUSIP NO. 98410V109
 
 
1.
NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mercator Momentum Fund, L.P.
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
o
   
(b)
x
 
 
3.
SEC USE ONLY
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
    
5.
SOLE VOTING POWER                      
0
 
6.
SHARED VOTING POWER              
51,282
 
7.
SOLE DISPOSITIVE POWER             
0
 
8.
SHARED DISPOSITIVE POWER    
51,282
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
51,282
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
 
 
12.
TYPE OF REPORTING PERSON
PN
 
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CUSIP NO. 98410V109
 
 
1.
NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mercator Momentum Fund III, L.P.
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
o
   
(b)
x
 
 
3.
SEC USE ONLY
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
    
5.
SOLE VOTING POWER                       
0
 
6.
SHARED VOTING POWER                
72,193
 
7.
SOLE DISPOSITIVE POWER             
0
 
8.
SHARED DISPOSITIVE POWER       
72,193
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
72,193
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
 
 
12.
TYPE OF REPORTING PERSON
PN
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CUSIP NO. 98410V109
 
 
1.
NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monarch Pointe Fund, Ltd.
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
o
   
(b)
x
 
 
3.
SEC USE ONLY
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
    
5.
SOLE VOTING POWER
0
 
6.
SHARED VOTING POWER
170,347
 
7.
SOLE DISPOSITIVE POWER
0
 
8.
SHARED DISPOSITIVE POWER
170,347
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
5,046,559
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%
 
 
12.
TYPE OF REPORTING PERSON
CO
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CUSIP NO. 98410V109
 
 
1.
NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.A.G. Capital, LLC
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
o
   
(b)
x
 
 
3.
SEC USE ONLY
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
    
5.
SOLE VOTING POWER
0
 
6.
SHARED VOTING POWER
293,822
 
7.
SOLE DISPOSITIVE POWER
0
 
8.
SHARED DISPOSITIVE POWER
293,822
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
293,822
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%
 
 
12.
TYPE OF REPORTING PERSON
IA
 
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CUSIP NO. 98410V109
 
 
1.
NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David F. Firestone
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
[ ]
   
(b)
[X]
 
 
3.
SEC USE ONLY
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
    
5.
SOLE VOTING POWER
0
 
6.
SHARED VOTING POWER
293,822
 
7.
SOLE DISPOSITIVE POWER
0
 
8.
SHARED DISPOSITIVE POWER
293,822
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
293,822
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%
 
 
12.
TYPE OF REPORTING PERSON
IN
 
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This statement is hereby amended and restated in its entirety as follows:
 
Item 1(a). Name of Issuer.
 
The name of the issuer is Xenomics, Inc. (the “Issuer”).
 
Item 1(b). Address of Issuer’s Principal Executive Offices.
 
The address of the Issuer’s principal executive office is 420 Lexington Avenue, Suite 1701, New York, New York 10170.
 
Item 2(a). Name of Person Filing.
 
Mercator Momentum Fund, L.P. (“Momentum Fund”)
 
Mercator Momentum Fund III, L.P. (“Momentum Fund III” and, with Momentum Fund, the “Funds”)
 
M.A.G. Capital, LLC (“MAG”)
 
David F. Firestone (“Firestone”)
 
Monarch Pointe Fund, Ltd. (“MPF”)
 
This statement relates to the securities directly owned by the Funds and MPF. MAG is the general partner of each of the Funds and controls the investments of MPF. Firestone is the Managing Member of MAG. As a result of their control over the Funds and MPF, Firestone and MAG are deemed to beneficially own the securities of the Funds and MPF. The Funds, MPF, MAG and David F. Firestone are referred to herein as the “Reporting Persons.”
 
Item 2(b). Address of Principal Business Office, or, if None, Residence.
 
The business address of each of the Funds, MAG and Firestone is 555 S. Flower Street, Suite 4200, Los Angeles, CA 90071. The business address of MPF is c/o Bank of Ireland Securities Services, Ltd., New Century House, International Financial Services Center, Mayor Street Lower, Dublin 1, Republic of Ireland.
 
Item 2(c). Citizenship.
 
Each of the Funds is a California limited partnership. MAG, their general partner, is a California limited liability company. Firestone is a U.S. Citizen. MPF is a corporation organized under the laws of the British Virgin Islands.
 
Item 2(d). Title of Class of Securities.
 
The title of the class of securities to which this statement relates is the common stock of the Issuer, par value $0.0001 per share (the “Common Stock”).
 
Item 2(e). CUSIP No.
 
The CUSIP number is 98410V109.
 
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b), Check Whether the Person Filing is a:
 
(a)  
 o
Broker or dealer registered under Section 15 of the Act
(b) 
o
Bank as defined in Section 3(a)(6) of the Act
(c)
o
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
o
Investment Company registered under Section 8 of the Investment Company Act of 1940
(e)
x
Investment Adviser registered under section 203 of the Investment Advisers Act of 1940
(f)
o
Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
(g)
o
Parent Holding Company, in accordance with Rule 13d-1(b)(1)(ii)(G) (Note: See Item 7)
(h)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(H).

Item 4. Ownership.
 
None of the Reporting Persons have beneficial ownership that exceeds five percent of the Issuer’s outstanding shares of common stock as of December 31, 2006.
 
As of December 31, 2006, each of the Funds and MPF directly owned the following securities of the Issuer:
 
Momentum Fund owned warrants to purchase up to 51,282 shares of Common Stock.
 
Momentum Fund III owned 36,552 shares of Common Stock and warrants to purchase up to 35,641 shares of Common Stock.
 
MPF owned 64,962 shares of Common Stock and warrants to purchase up to 105,385 shares of Common Stock.
 
Neither MAG nor David F. Firestone directly owned any securities of the Issuer.
 
As of December 31, 2006, the aggregate number and percentage of class of securities identified pursuant to Item 4 beneficially owned by each person identified in Item 2(a) may be found in rows 9 and 11 of the cover pages. The percentages were based on the assumption that the Issuer had 20,194,148 shares of Common Stock outstanding as of December 31, 2006, which is the number reported by the Issuer as outstanding as of December 19, 2006, according to its Quarterly Report on Form 10-Q/A for the quarterly period ended October 31, 2006.
 
Item 5. Ownership of Five Percent or Less of a Class.
 
If this Schedule is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
Not Applicable.
 
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Item 8. Identification and Classification of Members of the Group.
 
Not Applicable.
 
Item 9. Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10. Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
February 7, 2007   February 7, 2007
         
MERCATOR MOMENTUM FUND, L.P.   MERCATOR MOMENTUM FUND III, L.P.
         
By:   
M.A.G. CAPITAL, LLC,
its general partner
   By:  
M.A.G. CAPITAL, LLC,
its general partner
     
 
By:  /s/ Harry Aharonian                                      
Harry Aharonian, Portfolio Manager
    
By:  /s/ Harry Aharonian                                          
Harry Aharonian, Portfolio Manager
 
Dated: February 7, 2007   Dated: February 7, 2007
         
MONARCH POINTE FUND, LTD.   M.A.G. CAPITAL, LLC
         
By:    /s/ Harry Aharonian                                      
Harry Aharonian, Portfolio Manager
   By:   /s/ Harry Aharonian                                      
Harry Aharonian, Portfolio Manager
 
Dated: February 7, 2007
 
/s/ David F. Firestone                                                              
David F. Firestone
  
 
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EXHIBIT A
AGREEMENT OF JOINT FILING
 
The undersigned hereby agree that the statement on Schedule 13G filed herewith (and any amendments thereto), is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
 
Dated: February 7, 2007
   
MERCATOR MOMENTUM FUND, L.P.
         
      By:  
M.A.G. CAPITAL, LLC,
its general partner
     
     
By:  /s/ Harry Aharonian                                          
Harry Aharonian, Portfolio Manager
 
 
MERCATOR MOMENTUM FUND III, L.P.
         
      By:  
M.A.G. CAPITAL, LLC,
its general partner
     
     
By:  /s/ Harry Aharonian                                          
Harry Aharonian, Portfolio Manager
 
 
MONARCH POINTE FUND, LTD
         
      By:  
/s/ Harry Aharonian                                          
Harry Aharonian, Portfolio Manager
     
 
 
M.A.G. CAPITAL, LLC
         
      By:  
/s/ Harry Aharonian                                          
Harry Aharonian, Portfolio Manager
     
   
/s/ David F. Firestone                                                 
David F. Firestone

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