Page 1
--------------------------
OMB APROVAL
--------------------------
OMB Number: 3235-0145
--------------------------
Expires: February 28, 2009
--------------------------
Estimated average burden
hours per response...10/4
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Turnaround Partners, Inc.
-------------------------
(Name of Issuer)
--------------------------------------------------------------------------------
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
90021610
--------
(CUSIP Number)
January 5 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 purposes of Section 18 of the Securities and Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act out shall be subject to all other provisions of the Act, (however, see the
Notes).
Page 2
Cusip No. 90021610
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cornell Capital Partners, LP
(13-4150836)
--------------------------------------------------------------------------------
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: USA
--------------------------------------------------------------------------------
5. Sole Voting Power: 1,603,642
Number of -----------------------------------------------------------------
Shares 6. Shared Voting Power: 0
Beneficially -----------------------------------------------------------------
Owned by 7. Sole Dispositive Power: 1,603,642
Each Reporting -----------------------------------------------------------------
Person With 8. Shared Dispositive Power: 0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned
by Each Reporting Person: 1,603,642
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)
--------------------------------------------------------------------------------
11. Percentage of Class Represented by Amount in Row (9): 5.45%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions): PN
Page 3
Item 1.
(a) Name of Issuer: Turnaround Partners, Inc.
(b) Address of Issuer's Principal Executive Offices:
109 North Post Oak Lane
Suite 422
Houston, TX 77024
Item 2. Identity and Background.
(a) Name of Person Filing: Cornell Capital Partners, LP
(b) Address of Principal Executive Office or, if none, Residence of
Reporting Persons:
101 Hudson Street, Suite 3700
Jersey City, NJ 07302
(c) Citizenship: USA
(d) Title of Class of Securities: Common Stock, par value $0.01 per
share
(e) Cusip Number: 90021610
Item 3. If the statement is filed pursuant to ss.ss. 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is:
(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 of the Act (15 U.S.C. 78o);
(e) |_| An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
ss.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); or
(j) |_| Group, in accordance with 240.13d(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 1,603,642
(b) Percentage of Class: 5.45%
(c) Number of shares as to which the person has:
(i) Sole Power to vote or to direct the vote: 1,603,642
(ii) Shared power to vote or to direct the vote: 0
Page 4
(iii) Sole power to dispose or to direct the disposition: 1,603,642
(iv) Shared power to dispose or to direct the disposition: 0
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 |_|.
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 or Control
Person.
Not Applicable
Item 8. Identification and Classification of Member Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
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
participant in any transaction having that purpose or effect.
Page 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement in true, complete and correct.
Dated: January 8, 2007 REPORTING PERSON:
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Steven S. Goldstein
----------------------------------
Name: Steven S. Goldstein, Esq.
Its: Chief Compliance Officer