UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ValueRich, Inc.
---------------
(Name of Issuer)
Common Stock, par value $0.01
-----------------------------
(Title of Class of Securities)
92046V104
---------
(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
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).
Page 1 of 8
CUSIP No. 92046V104
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Adam Benowitz
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 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 853,191
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 853,191
9. Aggregate Amount Beneficially Owned by Each Reporting Person
853,191
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
9.99%
12. Type of Reporting Person (See Instructions)
IN
Page 2 of 8
CUSIP No. 92046V104
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital
Management, LLC)
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 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 853,191
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 853,191
9. Aggregate Amount Beneficially Owned by Each Reporting Person
853,191
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
9.99%
12. Type of Reporting Person (See Instructions)
IA
Page 3 of 8
CUSIP No. 92046V104
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Opportunity Master Fund, Ltd.
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 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 853,191
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 853,191
9. Aggregate Amount Beneficially Owned by Each Reporting Person
853,191
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
9.99%
12. Type of Reporting Person (See Instructions)
CO
Page 4 of 8
Item 1.
(a) The name of the issuer is ValueRich, Inc. (the "Issuer").
(b) The principal executive offices of the Issuer are located at 1804 N. Dixie
Highway, Suite A, West Palm Beach, Florida 33407.
Item 2.
(a) This statement (this "Statement") is being filed by: (i) Vision
Opportunity Master Fund, Ltd., a Cayman Islands company (the "Fund"), (ii)
Vision Capital Advisors, LLC, a Delaware limited liability company
(formerly known as Vision Opportunity Capital Management, LLC) (the
"Investment Manager"), which serves as the investment manager of the Fund,
and (iii) Adam Benowitz, the managing member of the Investment Manager and
a Director of the Fund (all of the foregoing, collectively, the "Reporting
Persons"). The Fund is a private investment vehicle formed for the purpose
of investing and trading in a wide variety of securities and financial
instruments. The Fund directly owns all of the shares reported in this
Statement. Mr. Benowitz and the Investment Manager may be deemed to share
with the Fund voting and dispositive power with respect to such shares.
Each Reporting Person disclaims beneficial ownership with respect to any
shares other than those owned directly by such Reporting Person.
(b) The principal business office of the Fund is:
c/o Citi Hedge Fund Services (Cayman) Limited
P.O. Box 1748
Cayman Corporate Centre
27 Hospital Road, 5th Floor
Grand Cayman KY1-1109
Cayman Islands
The principal business office of each of the Investment Manager and Mr.
Benowitz is:
20 West 55th Street, 5th Floor
New York, New York 10019
USA
(c) For citizenship information see Item 4 of the cover page of each Reporting
Person.
(d) This Statement relates to the Common Stock, par value $0.01 per share, of
the Issuer (the "Common Stock").
(e) The CUSIP Number of the Common Stock is listed on the cover pages hereto.
Page 5 of 8
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] 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);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Not applicable.
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2,
which information is given as of December 31, 2007 and is based on 8,151,539
shares of Common Stock issued and outstanding as of November 14, 2007, as
reported in the Issuer's Quarterly Report on Form 10-QSB filed on November 14,
2007.
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: [ ]
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.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Page 6 of 8
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
(a) Not applicable.
(b) 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.
Page 7 of 8
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.
Dated: February 13, 2008
ADAM BENOWITZ
VISION CAPITAL ADVISORS, LLC
VISION OPPORTUNITY MASTER FUND, LTD.
By: /s/ Adam Benowitz
------------------------------------------------
Adam Benowitz, for himself, as Managing Member of
the Investment Manager and as a Director of the
Fund
Page 8 of 8