CUSIP No. 45885E203 13G Page 2 of 7 Pages
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(1) NAMES OF REPORTING PERSONS
Praetorian Capital Management LLC (See Item 2(A))
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
13-4223355
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
430,210
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
430,210
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
430,210
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.71%
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(12) TYPE OF REPORTING PERSON **
IA
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CUSIP No. 45885E203 13G Page 3 of 7 Pages
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(2) NAMES OF REPORTING PERSONS
Praetorian Offshore Ltd. (See Item 2(A))
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
98-0465606
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
393,300
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER 0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
393,300
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
393,300
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.14%
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(12) TYPE OF REPORTING PERSON **
OO
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CUSIP No. 45885E203 13G Page 4 of 7 Pages
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(3) NAMES OF REPORTING PERSONS
Praetorian Institutional Offshore Ltd. (See Item 2(A))
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
98-0514709
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
36,910
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER 0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
36,910
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
36,910
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.58%
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(12) TYPE OF REPORTING PERSON **
OO
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CUSIP No. 45885E203 13G Page 5 of 7 Pages
Item 1(a). Name of Issuer:
The name of the issuer is International Absorbents Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Issuer's principal executive offices are located at:
1569 Dempsey Road, North Vancouver, British Columbia, V7K 1S8, Canada.
Item 2(a). Name of Person Filing:
This statement is filed by Praetorian Capital Management LLC, and Praetorian
Offshore Ltd., and Praetorian Institutional Offshore Ltd. Praetorian Capital
Management LLC, a Delaware limited liability company (the "Management
Company"), serves as investment manager to Praetorian Offshore Ltd. ("PO
Ltd.") and Praetorian Institutional Offshore Ltd. (PIO Ltd.) (collectively
the "Funds") with respect to the shares of Common Stock (as defined in Item
2(d)) directly owned by the Funds. The Management Company makes the
investment and voting decisions on behalf of the Funds but owns no direct
investments in the securities of the Issuer. The Funds directly own the
shares of Common Stock of the Issuer but do not make any decisions as to
voting or buying or selling shares of the Issuer.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of the Management Company is:
119 Washington Avenue, Suite 600, Miami Beach, FL 33139
Item 2(c). Citizenship:
Management Company: Delaware
Praetorian Offshore Ltd.: Cayman Islands
Item 2(d). Title of Class of Securities:
Common Stock, no par value (the "Common Stock")
Item 2(e). CUSIP Number: 45885E203
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance with
Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the Federal
Deposit Insurance Act,
CUSIP No. 45885E203 13G Page 6 of 7 Pages
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned: 430,210
As of the date hereof, the Reporting Person is the beneficial
owner of 430,210 shares of Common Stock. Praetorian Capital
Management LLC acts as the management company to Praetorian
Offshore Ltd., which beneficially owns 393,300 shares of Common
Stock, and Praetorian Institutional Offshore Ltd., which
beneficially owns 36,910 shares of Common Stock. As such,
Praetorian Capital Management LLC is deemed to beneficially own
430,210 shares of Common Stock. The percentages set forth in
this Schedule 13G are calculated based on the 6,410,328 shares of
Common Stock outstanding as of April 18, 2008, as set forth in
the Company's Form 10-K for the year ended January 31, 2008.
Since our last Form 13G filing dated January 17, 2008, through
May 31, 2008, we made the following transactions:
PO Ltd. January 23, 2008 purchased 4,500 shares
PIO Ltd. January 23, 2008 purchased 500 shares
PIO Ltd. January 24, 2008 purchased 1,610 shares
PIO Ltd. March 10, 2008 purchased 9,500 shares
PIO Ltd. March 13, 2008 purchased 1,300 shares
(b) Percent of class:
6.71% beneficially owned by the Management Company.
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 430,210
(iii)Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 430,210
Item 5-9
Not applicable.
Filing of this statement by the Reporting Persons shall not be deemed an
admission that they beneficially own the securities reported herein as held
in customer accounts. The Reporting Persons expressly disclaim beneficial
ownership of all securities held in such customer accounts. Praetorian
Offshore Ltd.'s ownership on behalf of its investors exceeds 5% of the
outstanding Common Stock of the Issuer.
CUSIP No. 45885E203 13G Page 7 of 7 Pages
Item 10. Certification.
The following certification shall be included if the statement is filed
pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and 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. [X]
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: June 2, 2008
/s/ Harris B. Kupperman
Signature
Harris B. Kupperman, President, Praetorian Capital Management LLC
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
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