SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 12)*
JUMA TECHNOLOGY
CORP.
(Name of
Issuer)
Common Stock, par value
$0.0001 per share
(Title of
Class of Securities)
48138T100
(CUSIP
Number)
Vision
Capital Advisors, LLC
20 West
55th Street, 5th Floor
New York,
NY 10019
Attention:
James Murray
Tel: 212.849.8237
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December 30,
2010
(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), 13d-1(f) or 13d-1(g), check the following
box
o
.
Note.
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
Rule 13d-7(b) for other
parties to whom copies are to be sent.
* 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
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.)
CUSIP
No.: 48138T100
NAME OF
REPORTING PERSON
1. S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Adam Benowitz
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
o
|
6. CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER - 0
8 SHARED
VOTING POWER - 215,678,806
9 SOLE
DISPOSITIVE
POWER - 0
10 SHARED
DISPOSITIVE POWER -
215,678,806
|
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,678,806
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.6%
14 TYPE
OF REPORTING PERSON
IN
CUSIP
No.: 48138T100
1 NAME
OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Vision
Capital Advisors, LLC
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
o
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER - 0
8 SHARED
VOTING POWER - 215,678,806
9 SOLE
DISPOSITIVE POWER - 0
10 SHARED
DISPOSITIVE
POWER - 215,678,806
|
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,678,806
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.6%
14 TYPE
OF REPORTING PERSON
IA
CUSIP
No.: 48138T100
1 NAME
OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Vision Opportunity Master Fund,
Ltd.
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
o
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER - 0
8 SHARED
VOTING POWER - See Item 5
9 SOLE
DISPOSITIVE POWER - 0
10 SHARED
DISPOSITIVE POWER - See Item
5
|
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item
5
14 TYPE
OF REPORTING PERSON
CO
CUSIP
No.: 48138T100
NAME OF
REPORTING PERSON
1. S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vision Capital Advantage Fund,
L.P.
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
o
|
6. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER - 0
8 SHARED
VOTING POWER - See Item 5
9 SOLE
DISPOSITIVE
POWER - 0
10 SHARED
DISPOSITIVE POWER - See Item
5
|
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
14 TYPE
OF REPORTING PERSON
PN
CUSIP
No.: 48138T100
NAME OF
REPORTING PERSON
1. S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VCAF GP, LLC
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
o
|
6. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER - 0
8 SHARED
VOTING POWER - See Item 5
9 SOLE
DISPOSITIVE
POWER - 0
10 SHARED
DISPOSITIVE POWER - See Item
5
|
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
14 TYPE
OF REPORTING PERSON
OO
Explanatory
Note
This
Amendment No. 12 to Schedule 13D (this “
Amendment No. 12
”) is being
filed with respect to the beneficial ownership of common stock, par value
$0.0001 per share (the “
Common
Stock
”), of Juma Technology Corp., a Delaware corporation (the “
Issuer
” or the “
Company
”). This
Amendment No. 12 supplements Items 3, 4 and 7, and amends and restates in its
entirety Item 5, of the Schedule 13D (as amended) originally filed on October
19, 2009.
ITEM
3. Source
and Amount of Funds or Other Consideration
The funds used to acquire the
securities described in Item 4 of this Amendment No. 12 were from working
capital of the Master Fund, and the amount of funds totaled in the aggregate
$150,000.
ITEM
4. Purpose
of Transaction.
December
30, 2010 Note and Warrant Purchase Agreement
On
December 30, 2010, the Issuer entered into a Note and Warrant Purchase Agreement
(the “
Purchase
Agreement
”) with the Master Fund (attached as an exhibit to the Issuer’s
Current Report on Form 8-K, as filed with the SEC on January 4,
2011). Under the Purchase Agreement, the Issuer executed and
delivered to the Master Fund (a) a 10% bridge note in the aggregate principal
amount of $150,000 (the “
Note
”) and (b) a Series A
Warrant to purchase an aggregate of 1,000,000 shares of the Issuer’s common
stock (the “
Warrant
”).
The principal amount of the Note is payable within five (5) days after
demand. The Note accrues interest at 10% per annum from the date of
issuance, which interest is payable in cash within five (5) days after demand.
The Note does not contain any conversion provisions. The Warrant is
exercisable into shares of Common Stock at any time at the option of the Master
Fund at an initial exercise price of $0.15 per share, provided that it cannot be
exercised or converted to the extent that after giving effect thereto the
beneficial ownership of the Master Fund, VCAF and their affiliates would exceed
4.99% of the Issuer’s outstanding Common Stock (which restriction can be lifted
upon 61 days notice). The term of the Warrant expires March 31,
2015.
Waiver
of Price Protection
Concurrently
with the above described Purchase Agreement, the Company has entered into an
Acknowledgement and Waiver of Anti-Dilution Adjustments (the “
Acknowledgement
”). Under
the Acknowledgement, the Company acknowledged that the price protection
provisions of the Series B Preferred Stock were triggered; provided, however,
that the Master Fund and VCAF agreed to waive the price protections of the
Series B Preferred Stock.
ITEM
5. Interest
in Securities of the Issuer.
(a) The
Master Fund and VCAF, collectively, (i) own 1,116,705 shares of Common Stock,
(ii) have the ability to acquire an additional 214,562,101 shares of Common
Stock through the exercise or conversion of derivative securities and (iii) thus
beneficially own 215,678,806 shares of Common Stock, representing 82.6% of all
of the Issuer’s outstanding Common Stock. The Investment Manager and
Mr. Benowitz (and the General Partner with respect to the shares of Common Stock
owned by VCAF) may each be deemed to beneficially own the shares of Common Stock
beneficially owned by the Master Fund and VCAF. Each disclaims
beneficial ownership of such shares. The foregoing is based on
46,468,945 shares of Common Stock outstanding as of November 8, 2010, as
reported on the Issuer’s Form 10-Q filed on November 10, 2010.
(b) The
Reporting Persons have shared power (with each other and not with any third
party), to vote or direct the vote of and to dispose or direct the disposition
of the 215,678,806 shares of Common Stock reported herein.
(c) Except
as provided in Item 4, no transactions in the Common Stock have been effected by
the Reporting Persons or, to the knowledge of the Reporting Persons, the
Directors and Officers, since the filing of Amendment No. 11 to Schedule 13D on
December 17, 2010.
(d) Not
applicable.
(e) Not
applicable.
ITEM
7. Material
to be Filed as Exhibits.
Exhibit
No. Document
|
39.
|
Form
of Note and Warrant Purchase Agreement dated as of December 30,
2010*
|
|
40.
|
Form
of 10% Bridge Note*
|
|
41.
|
Form
of Series A Warrant*
|
|
42.
|
Form
of Acknowledgement and Waiver of Anti-Dilution
Adjustments*
|
*Incorporated
by reference to the Issuer’s Current Report on Form 8-K, as filed with the SEC
on January 4, 2011.
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: January
6, 2011
|
|
|
|
|
|
|
ADAM
BENOWITZ
|
|
|
VISION
CAPITAL ADVISORS, LLC
|
|
|
VISION
OPPORTUNITY MASTER FUND, LTD.
|
|
|
VISION
CAPITAL ADVANTAGE FUND, L.P.
|
|
|
VCAF
GP, LLC
|
|
|
|
|
|
By:
/s/ Adam
Benowitz
|
|
|
Adam
Benowitz, for himself, as Managing Member of the
Investment
Manager, as a Director of the Master Fund, and
as
authorized signatory of the General Partner (for itself and
VCAF)
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Document
|
|
|
|
|
39.
|
Form
of Note and Warrant Purchase Agreement dated as of December 30,
2010*
|
|
40.
|
Form
of 10% Bridge Note*
|
|
41.
|
Form
of Series A Warrant*
|
|
42.
|
Form
of Acknowledgement and Waiver of Anti-Dilution
Adjustments*
|
*Incorporated
by reference to the Issuer’s Current Report on Form 8-K, as filed with the SEC
on January 4, 2011.
Page 10 of 10
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