SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
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. 1)
Ecologix
Resources Group Inc.
(Name of
Issuer)
COMMON
STOCK, PAR VALUE$.0001 PER SHARE
(Title of
Class of Securities)
27888K 10
5
(CUSIP
Number)
c/o
Richard Friedman, Esq.
Sichenzia
Ross Friedman Ference LLP,
61
Broadway, 32nd Floor
New
York, New York 10006; (212) 930-9700
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
21, 2009
(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 which 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.
(Continued
on following pages)
(Page 1
of 6 Pages)
|
CUSIP
No. 2788K 10 5
|
13D
|
Page
2 of 6 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Triumph
Small Cap Fund, Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF
FUNDS*
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
NUMBER
OF SHARES
|
7
|
SOLE
VOTING POWER
48,708,930
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
0
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
48,708,930
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,708,930
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.72%
(based on 501,000,000 shares of the Issuer’s Common Stock issued and
outstanding on January 4, 2010)
|
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
(Page 2
of 6 Pages)
|
CUSIP
No. 2788K 10 5
|
13D
|
Page
3 of 6 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kenneth
Orr
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF
FUNDS*
OO
|
|
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 SHARES
|
7
|
SOLE
VOTING POWER
48,708,930
(1)
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
48,708,930
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,708,930
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.72%
(based on 501,000,000 shares of the Issuer’s Common Stock issued and
outstanding on January 4, 2010)
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
1 Mr.
Orr has sole voting and dispositive power over the shares held by Triumph Small
Cap Fund, Inc.
(Page 3
of 6 Pages)
Item
1. Security and Issuer.
This
statement on Schedule 13Dis related to the common stock, par value $.0001 per
share (the “Common Stock”), of Ecologix Resources Group Inc., a Delaware
Corporation (the “Issuer”). The Issuer’s current principal executive
offices are located at 9903 Santa Monica Blvd., Suite
918, Beverly Hills, CA. 90212 .
Item
2. Identity and Background.
This
statement is being filed jointly by Triumph Small Cap Fund, Inc. (“Triumph”) and
Kenneth Orr (“Orr”) (collectively, the “Reporting Persons”). Mr. Orr
is the President of Triumph and has sole dispositive and voting power for shares
owned by Triumph. The Reporting Persons are engaged in the business
of making investments. The business address of the Reporting Persons is 1000
Woodbury Road, Suite 207, Woodbury, NY 11797.
During
the past five years, neither Triumph nor Mr. Orr has been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result thereof 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 law
Item
3. Source and Amount of Funds or Other Consideration.
Triumph
acquired the securities referred to in this Schedule 13D for investment purposes
and not with the purpose or effect of changing or influencing control of the
Issuer. Depending on market conditions and other factors, Triumph may purchase
additional shares of Common Stock in the open market or in private transactions.
Subject to the availability of Common Stock at prices deemed favorable by
Triumph, Triumph's liquidity, the financial condition and results of operations
of the Company, and general economic and market conditions prevailing at the
time, Triumph reserves the right to, and may in the future, purchase additional
shares of Common Stock from time to time in the open market, through privately
negotiated transactions, or otherwise.
(Page 4
of 6 Pages)
Item
4. Purpose of Transaction.
The
Reporting Persons purchased the securities of the Issuer for investment purposes
and not for the purpose of acquiring control of the Issuer.
The
Reporting Persons do not have a definitive plan, arrangement or understanding to
seek to cause the Issuer to be merged, reorganized or liquidated, to sell or
transfer any assets of the Issuer, to cause the Issuer to change its current
board of directors or management, to cause any material change to its
capitalization, dividend policy, business, corporate structure, charter or
bylaws, to cause the Common Stock to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act, or to take any
action similar to the above.
The
Reporting Persons do not have any present plans or proposals which relate to or
would result in:
|
(a)
|
The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the
Issuer;
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(b)
|
An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries;
|
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(c)
|
A
sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
|
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(d)
|
Any
change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any
existing
vacancies on the board;
|
|
(e)
|
Any
material change in the present capitalization or dividend policy of the
Issuer;
|
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(f)
|
Any
other material change in the Issuer’s business or corporate
structure;
|
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(g)
|
Changes
in the Issuer’s charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition or control of the Issuer by
any
person;
|
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(h)
|
Causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation
system
of a registered national securities
association;
|
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(i)
|
A
class of equity security of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934; or
|
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(j)
|
Any
action similar to any of those enumerated
above.
|
Item
5. Interest in Securities of the Issuer.
|
(a)
|
The
Reporting Persons are the beneficial owners of 48,708,930 shares (the
“Shares”), representing 9.72% of the issued and outstanding shares of the
Issuer’s Common Stock based on 501,000,000 shares of the Issuer’s Common
Stock issued and outstanding on January 4, 2010.
|
|
(b)
|
The
Reporting Persons have the sole power to vote on and dispose of the
Shares.
|
|
(c)
|
The
Reporting Persons did not effect any transactions in the Issuer’s
securities within the past 60 days.
|
|
(d)
|
No
other person if know to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the
Reporting Persons’ securities.
|
|
(e)
|
Not
Applicable.
|
Item
6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
There
are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons and any other person with respect to any
securities of the Issuer, including, but not limited to, transfer or voting of
any of the securities, finder’s fees, joint ventures, loan or option agreements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
of withholding proxies.
Item
7. Material to be Filed as Exhibits.
None.
(Page 5 of 6 Pages)
SIGNATURES
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 accurate.
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TRIUMPH
SMALL CAP FIND, INC.
|
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January
5, 2010
|
By:
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/s/
Kenneth Orr
|
|
|
|
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Name:
Kenneth Orr
|
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|
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Title:
President
|
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(Page 6
of 6 Pages)
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