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. 2)*
Atlas Technology Group, Inc.
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(Name of Issuer)
Common Stock, par value $0.0004
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(Title of Class of Securities)
049432107
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(CUSIP Number)
West Coast Asset Management, Inc.
1205 Coast Village Road
Montecito, California 93108
Attention: R. Atticus Lowe
Telephone: (805) 653-5333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 30, 2008
December 5, 2008
-------------------------------------------------------
(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 [ ].
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.)
Page 1 of 8 pages
CUSIP No.: 049432107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Atticus Lowe
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
IN, HC
Page 2 of 8 pages
CUSIP No.: 049432107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lance W. Helfert
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
IN, HC
Page 3 of 8 pages
CUSIP No.: 049432107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul J. Orfalea
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
IN, HC
Page 4 of 8 pages
CUSIP No.: 049432107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
West Coast Asset Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
CO, IA
Page 5 of 8 pages
CUSIP No.: 049432107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
West Coast Opportunity Fund, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
OO
Page 6 of 8 pages
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") is being filed
with respect to the beneficial ownership of common stock, par value $0.0004 (the
"Common Stock"), of Atlas Technology Group, Inc. (the "Company" or the
"Issuer"). This Amendment No. 2 supplements Items 3 and 4 and amends and
restates in its entirety Item 5 of the Schedule 13D filed by (i) West Coast
Opportunity Fund, LLC, a Delaware limited liability company (the "Fund"), (ii)
West Coast Asset Management, Inc., a California corporation (the "Managing
Member"), which serves as the managing member of the Fund, and (iii) R. Atticus
Lowe, Lance W. Helfert and Paul J. Orfalea, the members of the Investment
Committee of the Managing Member (the "Principals", and all of the foregoing,
collectively, the "Filers").
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by the Fund in making the purchase of
the 1,000,000 shares of Common Stock reported in this Amendment No. 2 was
$150,000 in the aggregate from working capital.
ITEM 4. Purpose of Transaction.
On July 30, 2008, the Fund purchased 1,000,000 shares of Common Stock from
the Issuer at a price of $0.15 per share.
On December 5, 2008, a public auction was held on all of the assets of the
Issuer, which were sold for $1 and a revenue sharing agreement with the buyer
should the buyer generate income from the assets it acquired (which will inure
to the benefit of the Issuer's creditors). As of such date, the Fund has deemed
its shares of Common Stock of the Issuer to be worthless and no longer a viable
asset.
ITEM 5. Interest in Securities of the Issuer.
(a) As of December 5, 2008, the Filers did not beneficially own any
shares of Common Stock of the Issuer (and the information on the cover pages
hereto reflects the same). As of July 30, 2008, the Fund directly owned
11,000,000 shares of Common Stock, representing 27.8% of all of the outstanding
shares of Common Stock. The Managing Member and the Principals may be deemed to
share (with each other and not with any third party) voting and/or dispositive
power with respect to such shares, and disclaim beneficial ownership of such
shares. The percentage set forth in this response is based on the 39,513,949
shares of Common Stock outstanding as of May 19, 2008, as reported by the Issuer
in its Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2008.
(b) The Managing Member and the Principals may be deemed to share 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 11,000,000 shares of Common Stock
held by the Fund as of July 30, 2008.
(c) Other than as set forth in Item 4, no transactions in the Common
Stock have been effected by the Filers in the last sixty (60) days.
(d) Not applicable.
(e) As of December 5, 2008, the Filers ceased to be the beneficial owner
of more than five percent (5%) of the Issuer's Common Stock.
Page 7 of 8 pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned each certifies that the information with respect to it set forth in
this Statement is true, complete and correct.
Dated: February 17, 2009
WEST COAST OPPORTUNITY FUND, LLC
WEST COAST ASSET MANAGEMENT, INC.
R. ATTICUS LOWE
LANCE W. HELFERT
PAUL J. ORFALEA
By: /s/ Linda Schuman
--------------------------------------------------
Name: Linda Schuman
Title: Chief Compliance Officer of the Managing
Member (for itself and as Managing Member of the
Fund) and Attorney-in-fact for each of the Principals
Page 8 of 8 pages