UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
INNOLOG HOLDINGS CORPORATION
(Name of
Issuer)
Common Stock, $0.001 par value
(Title of
Securities)
(CUSIP
Number)
Michael J. Kane
c/o Innolog Holdings
Corporation
4000 Legato Road, Suite
830
Fairfax, Virginia 22033
(703)-766-1412
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box.
¨
*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
disclosures provided in a prior cover page.
The
information required on 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. 45777R106
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1.
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Name
of Reporting Persons
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IRS
Identification Nos. of Above Persons (Entities Only)
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Michael
J. Kane
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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6.
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Citizenship
or Place of Organization United
States
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Number
of Shares Beneficially Owned by Each Reporting Person
With:
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7.
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Sole
Voting Power 4,624,809*
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8.
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Shared
Voting Power Not Applicable
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9.
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Sole
Dispositive Power 4,624,809*
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10.
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Shared
Dispositive Power Not
Applicable
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,624,809*
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13.
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Percent
of Class Represented by Amount in Row
(11) 25.8%*
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14.
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Type
of Reporting Person (See Instructions)
IN
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*This
amount includes the following: 205,527 shares of Common Stock, 1,102,769 shares
of Series A Convertible Preferred Stock that may be converted into 1,102,769
shares of Common Stock and warrants for the purchase of 1,779,495 shares of
Common Stock, all owned directly by the Reporting Person. This number
also includes 137,018 shares of Common Stock, 700,000 shares of Series A
Convertible Preferred Stock that may be converted into 700,000 shares of Common
Stock and a warrant to purchase 700,000 shares of Common Stock owned by FIVEK
Investments, LP. Mr. Kane is the general partner of FIVEK
Investments, LP and the person with voting and investment control over its
securities.
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CUSIP
No. 45777R106
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1.
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Name
of Reporting Persons
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IRS
Identification Nos. of Above Persons (Entities Only)
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FIVEK
Investments, L.P.
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20-0349665
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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6.
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Citizenship
or Place of Organization United States
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Number
of Shares Beneficially Owned by Each Reporting Person
With:
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7.
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Sole
Voting Power 1,537,018*
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8.
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Shared
Voting Power Not
Applicable
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9.
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Sole
Dispositive Power
1,537,018*
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10.
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Shared
Dispositive Power Not
Applicable
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,537,018*
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
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13.
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Percent
of Class Represented by Amount in Row (11)
10.2%*
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14.
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Type
of Reporting Person (See Instructions)
PN
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*This
amount includes the following: 137,018 shares of Common Stock, 700,000 shares of
Series A Convertible Preferred Stock that may be converted into 700,000 shares
of Common Stock and a warrant to purchase 700,000 shares of Common
Stock.
Item
1. Security
and Issuer
This statement relates to the Common
Stock, $0.001 par value, of Innolog Holdings Corporation (the
“Issuer”). The Issuer’s address is 4000 Legato Road, Suite 830,
Fairfax, Virginia 22033.
Item
2. Identity
and Background
(a) This
statement is filed by Michael J. Kane and FIVEK Investments, L.P. (the
“Reporting Persons”).
(b) Mr.
Kane’s address is 4000 Legato Road, Suite 830, Fairfax, Virginia
22033.
(c) Mr.
Kane is the Secretary, Treasurer and a director of the Issuer.
(d) During
the last five years, neither of the Reporting Persons has been convicted in a
criminal proceeding.
(e) During
the last five years, neither of the Reporting Persons have been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f)
Mr. Kane is a citizen of the United States.
(g) FIVEK
Investments, L.P. is a limited partnership formed under the laws of the state of
Tennessee. The principle business of FIVEK Investments, L.P. is the
management of financial assets owned by the partners. The address of
FIVEK Investments, L.P. is 4000 Legato Road, Suite 830, Fairfax, Virginia
22033.
Item
3. Source
and Amount of Funds or Other Consideration
The securities were acquired as a
result of a merger among the Issuer and GCC Merger Sub Corp., the Issuer’s
wholly-owned Nevada subsidiary, Galen Capital Corporation, a Nevada corporation,
and Innolog Holdings Corporation, a Nevada corporation (the
“Merger”). The Merger was consummated on August 13, 2010. In
conjunction with the Merger, warrants and options which had been granted prior
to August 13, 2010 by Innolog Holdings Corporation were assumed by the
Issuer.
Item
4. Purpose
of Transaction
The
Reporting Persons acquired the securities as a result of the
Merger.
Item
5. Interest
in Securities of the Issuer
As computed using Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended, Mr. Kane
beneficially owns a total of 4,624,809 shares, or approximately 25.8%, of the
Issuer’s Common Stock. As the general partner of FIVEK Investments,
L.P., Mr. Kane has sole voting and dispositive power over the securities owned
by FIVEK Investments. Aside from the securities owned by FIVEK
Investments, L.P., Mr. Kane owns 205,527 shares of Common Stock, 1,102,769
shares of Series A Convertible Preferred Stock and warrants for the purchase of
1,779,495 shares of Common Stock.
As
computed using Rule 13d-3 promulgated under the Securities Exchange Act of 1934,
as amended, FIVEK Investments, L.P. beneficially owns a total of 1,537,018
shares, or approximately 10.2%, of the Issuer’s Common Stock. This
includes 137,018 shares of Common Stock, 700,000 shares of Series A Convertible
Preferred Stock and a warrant to purchase 700,000 shares of Common
Stock.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Mr. Kane has 2 warrants, one of which
was granted on March 31, 2009 for the purchase of 220,000 shares of the Issuer’s
Common Stock and the other of which was granted on June 1, 2010 for the purchase
of 1,559,495 shares of the Issuer’s Common Stock. The exercise prices
for the warrant shares are $0.0227 and $0.50, respectively. The right
to purchase the warrant shares will terminate on March 31, 2016 and June 1,
2015, respectively. The warrants had been granted prior to the Merger
and were assumed by the Issuer in conjunction with the Merger. Mr.
Kane also owns 1,102,769 shares of the Issuer’s Series A Convertible Preferred
Stock. As reported herein, FIVEK Investments, L.P. owns 700,000
shares of Series A Convertible Preferred Stock and a warrant for the purchase of
700,000 shares of the Issuer’s Common Stock at a price of $0.50 per
share. The warrant will expire on June 1, 2015. The
warrant had been granted prior to the Merger and was assumed by the Issuer in
conjunction with the Merger.
Item
7. Material
to Be Filed as Exhibits
Joint
Filing Agreement
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.
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/s/Michael Kane
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Michael
J. Kane
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FIVEK
Investments, L.P.
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By:
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/s/Michael Kane
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Michael
J. Kane, General Partner
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JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, each of the persons named below
agree to the joint filing of a statement on Schedule 13D, including
amendments thereto, with respect to the Common Stock, $0.001 par value, of
Innolog Holdings Corporation, and further agree that this Joint Filing Agreement
be included as an exhibit to such filings, provided that, as contemplated by
Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or
accuracy of the information concerning the other persons making the filing,
unless such person knows or has reason to believe that such information is
inaccurate.
This
Joint Filing Agreement may be executed in any number of counterparts,
all of which collectively shall constitute one and the same
instrument.
Dated: December
15, 2010
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/s/ Michael Kane
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Michael
J. Kane
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FIVEK
Investments, L.P.
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By:
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/s/ Michael Kane
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Michael
J. Kane, General Partner
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