|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midsummer
Investment Ltd.
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [
]
(b)[x]
|
|||
|
3.
|
SEC
USE ONLY
|
|||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
Bermuda
|
|||
|
NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
4,226,900
|
||
|
6.
|
SHARED
VOTING POWER
None.
|
|||
|
7.
|
SOLE
DISPOSITIVE POWER
4,226,900
|
|||
|
8.
|
SHARED
DISPOSITIVE POWER
None.
|
|||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,226,900
|
|||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES [
]
|
|||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.35%
(1)
|
|||
|
12.
|
TYPE
OF REPORTING PERSON: OO
|
|||
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midsummer
Capital, LLC
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [
]
(b)[x]
|
|||
|
3.
|
SEC
USE ONLY
|
|||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
New
York
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
4,226,900
|
||
|
6.
|
SHARED
VOTING POWER
None.
|
|||
|
7.
|
SOLE
DISPOSITIVE POWER
4,226,900
|
|||
|
8.
|
SHARED
DISPOSITIVE POWER
None.
|
|||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,226,900
|
|||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES [
]
|
|||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.35%
(1)
|
|||
|
12.
|
TYPE
OF REPORTING PERSON: OO
|
|||
|
Item
1(a).
|
Name
of Issuer.
|
|
International
Fight League, Inc. (the “Issuer”)
|
|
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices.
|
|
424
West 33rd Street, Suite 650
New
York, New York 10001
|
|
|
Item
2(a).
|
Names
of Persons Filing.
|
|
Midsummer
Investment Ltd. (“Midsummer
Investment”)
Midsummer
Capital, LLC (“Midsummer
Capital”)
|
|
Item
2(b).
|
Address
of Principal Business Office, or if none,
Residence.
|
|
As
to Midsummer Investment:
Midsummer
Investment Ltd.
c/o
Midsummer Capital, LLC
295
Madison Avenue, 38th
Floor
New
York, New York 10017
As
to Midsummer Capital:
295
Madison Avenue, 38th Floor
New
York, New York 10017
|
|
|
Item
2(c).
|
Citizenship.
|
|
As
to Midsummer Investment: Bermuda
As
to Midsummer Capital: New
York
|
|
|
Item
2(d).
|
Title
of Class of Securities.
|
|
Common
Stock, par value $0.01 per share (the “Common
Stock”)
|
|
|
Item
2(e).
|
CUSIP
Number.
|
|
45951A101
|
|
Item
3.
|
If
this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check
whether the person filing is a:
|
|
Not
applicable.
|
|
|
Item
4.
|
Ownership.
|
| (a) |
Amount
beneficially owned by Midsummer Investment: 4,226,900
shares of Common Stock of the Issuer.
|
| (b) |
Percent
of Class: Midsummer Investment beneficially holds 5.35% of the Issuer’s
issued and outstanding Common Stock (based on 79,058,509 shares of
Common
Stock issued and outstanding as of December 18, 2007, as stated in
the
Issuer’s Form 424B3 filed with the Securities and Exchange Commission on
January 22, 2008).
|
| (c) |
Number
of shares as to which Midsummer Investment
has:
|
| (i) |
Sole
power to direct the vote: 4,226,900
shares of Common Stock of the Issuer.
|
| (ii) |
Shared
power to vote or to direct the vote:
None.
|
| (iii) |
Sole
power to dispose or direct the disposition of the Common Stock:
4,226,900
shares of Common Stock of the Issuer.
|
| (iv) |
Shared
power to dispose or direct the disposition of the Common Stock:
None.
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
Not
applicable.
|
|
|
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.
|
|
Not
applicable.
|
|
Item
8.
|
Identification
and Classification of Members of the 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 a participant in any transaction which could
have
that purpose or effect.
|
|
Date:
January 28, 2008
|
||
| MIDSUMMER INVESTMENT LTD. | ||
| |
|
|
| By: | MIDSUMMER CAPITAL, LLC, its investment manager | |
| By: | /s/ Michel Amsalem | |
|
Name: Michel Amsalem |
||
|
Title: President
|
||
| MIDSUMMER CAPITAL, LLC | ||
| By: | /s/ Michel Amsalem | |
|
Name: Michel Amsalem |
||
|
Title: President
|
||