SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.*)
Nanophase Technologies Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
630079-10-1
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(CUSIP Number)
May 29, 2002
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(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)
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(1) 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 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.
630079-10-1
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Masters Capital Management, 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
Georgia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER
790,000
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
790,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
790,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.75%
12. TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Masters
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER
790,000
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
790,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
790,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.75%
12. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
630079-10-1
Item 1(a). Name of Issuer:
Nanophase Technologies Corporation
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Item 1(b). Address of Issuer's Principal Executive Offices:
453 Commerce Street
Burr Ridge, IL 60521
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Item 2(a). Name of Persons Filing:
Michael Masters
Masters Capital Management, LLC
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Item 2(b). Address of Principal Business Office, or if None, Residence:
17 Church Street, 3rd Floor
Christiansted, VI 00820
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Item 2(c). Citizenship:
Michael Masters - United States of America
Masters Capital Management, LLC - Georgia Limited Liability Company
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Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value
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Item 2(e). CUSIP Number:
63079-10-1
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Item 3. If This Statement is Filed Pursuant to Rule
13d-1(b), or 13d-2(b) or (c), Check Whether the
Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act;
(j) [_] Group, in accordance with Rule 13d-1(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:
790,000 shares owned by Michael Masters and Masters Capital
Management, LLC
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(b) Percent of class:
5.75% owned by Michael Masters and Masters Capital Management, LLC
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0 shares with sole power to vote or to direct the vote,
(ii) Shared power to vote or to direct the vote 790,000
shares with shared power to vote or to direct the vote,
(iii) Sole power to dispose or to direct the
disposition of 0 shares with sole power to dispose or to
direct the disposition of,
(iv) Shared power to dispose or to direct the
disposition of 790,000 shares with shared power to
dispose or to direct the disposition of.
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 [ ].
N/A
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of
1940 or the beneficiaries of employee benefit plan, pension fund
or endowment fund is not required.
N/A
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Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
If a parent holding company or Control person has filed this
schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item
3 classification of the relevant subsidiary. If a parent holding
company or control person has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to
ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach
an exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
N/A
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Item 10. Certifications.
(a) The following certification shall be included if the
statement is filed pursuant to Rule 13d-1(b):
"By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and 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 having such
purpose or effect."
(b) The following certification shall be included if the
statement is filed pursuant to Rule 13d-1(c):
"By signing below I certify that, to the best of my 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 having such purpose or effect."
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.
MASTERS CAPITAL MANAGEMENT, LLC
(Date)
June 21, 2002
(Signature)
By: /s/ Michael Masters
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(Name/Title)
Michael Masters, Managing Member
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this schedule 13G dated June 21, 2002
relating to the Common Stock of Nanophase Technologies
Corporation shall be filed on behalf of the undersigned.
/s/ Michael Masters
Masters Capital Management, LLC
By: /s/ Michael Masters
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Michael Masters, Managing Member
02115.0001 #332611