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CUSIP No. 049433105
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1
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Names of Reporting Persons
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North Wind Ventures LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) o
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(b) x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
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New York
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Number of
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5
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Sole Voting Power 3,333,333
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Shares
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Beneficially
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6
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Shared Voting Power 0
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Owned by
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Each
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7
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Sole Dispositive Power 3,333,333
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Reporting
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Person With:
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8
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Shared Dispositive Power 0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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3,333,333
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented by Amount in Row (9)
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5.5%
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12
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Type of Reporting Person (See Instructions)
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OO
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CUSIP No. 049433105
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1
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Names of Reporting Persons
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Ron Hariri
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2
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Check the Appropriate Box if a Member of a Group(See Instructions)
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(a) o
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(b) x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
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United States
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Number of
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5
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Sole Voting Power 3,333,333
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Shares
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Beneficially
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6
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Shared Voting Power 0
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Owned by
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Each
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7
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Sole Dispositive Power 3,333,333
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Reporting
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Person With:
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8
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Shared Dispositive Power 0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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3,333,333
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented by Amount in Row (9)
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5.5%
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12
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Type of Reporting Person (See Instructions)
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IN
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Item 1(a).
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Name of Issuer:
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Atlas Therapeutics Corporation
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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520 S. El Camino Real, 8th Floor
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San Mateo, CA 94402
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Item 2(a).
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Name of Person Filing:
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North Wind Ventures LLC and Ron Hariri.
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Ron Hariri is the managing member and control person of North Wind Ventures LLC.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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220 East 49th Street
New York, NY 10017
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Item 2(c).
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Citizenship:
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See the response(s) to Item 4 on the attached cover page(s).
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Item 2(d).
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Title of Class of Securities:
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Common Stock
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Item 2(e).
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CUSIP Number:
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049433105
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not Applicable
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1:
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(a)
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Amount Beneficially owned:
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See the response(s) to Item 9 on the attached cover page(s).
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(b)
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Percent of Class:
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See the response(s) to Item 11 on the attached cover page(s), which was determined by dividing the number of shares beneficially held by the Reporting Person by 60,790,666, the number of shares of common stock issued and outstanding as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2011.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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See the response(s) to Item 5 on the attached cover page(s).
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(ii)
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Shared power to vote or to direct the vote:
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See the response(s) to Item 6 on the attached cover page(s).
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(iii)
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Sole power to dispose or to direct the disposition of:
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See the response(s) to Item 7 on the attached cover page(s).
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(iv)
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Shared power to dispose or to direct the disposition of:
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See the response(s) to Item 8 on the attached cover page(s).
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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: o
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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Item 10.
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Certifications.
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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 having that purpose or effect.
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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.
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DATE:
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March 8, 2011
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NORTH WIND VENTURES LLC
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By: /s/ Ron Hariri
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Name: Ron Hariri
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Title: Managing Member
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RON HARIRI
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By: /s/ Ron Hariri
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