UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934*
Cano Petroleum, Inc.
--------------------
(Name of Issuer)
Common Stock, $0.0001 par value
-------------------------------
(Title of Class of Securities)
137801106
---------
(CUSIP Number)
September 6, 2006
-----------------
(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 on 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 ("Act") 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. 137801106 13G Page 2 of 10 Pages
------------------- ------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Touradji Capital Management, LP
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- ----- ----------------------------------------------------
5 SOLE VOTING POWER
0
----- ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,873,149
OWNED ----- ----------------------------------------------------
BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
PERSON ----- ----------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
2,873,149
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,873,149
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.4%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 137801106 13G Page 3 of 10 Pages
------------------- ------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Touradji Global Resources Master Fund, 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
Cayman Islands
--------------------- ----- ----------------------------------------------------
5 SOLE VOTING POWER
0
----- ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,952,178
OWNED ----- ----------------------------------------------------
BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
PERSON ----- ----------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
1,952,178
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,952,178
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
---------- ---------------------------------------------------------------------
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------------------- ------------------
CUSIP No. 137801106 13G Page 4 of 10 Pages
------------------- ------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul Touradji
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------- ----- ----------------------------------------------------
5 SOLE VOTING POWER
0
----- ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,873,149
OWNED ----- ----------------------------------------------------
BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
PERSON ----- ----------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
2,873,149
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,873,149
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.4%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
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This Amendment No. 1 ("Amendment No. 1") amends the Schedule 13G filed on
September 11, 2006 (the "Original 13G") by Touradji Capital Management, LP
("TCM"). This Amendment No. 1 relates to the Common Stock, par value $0.0001 per
share, of Cano Petroleum, Inc., a Delaware corporation (the "Company"). Unless
the context otherwise requires, references herein to the "Common Stock" are to
such Common Stock of the Company. The purpose of this Amendment No. 1 is to
revise the conversion ratio (the "Conversion Ratio") of the Series D Convertible
Preferred Stock ("Preferred Stock") held by Touradji Deep Rock Master Fund, Ltd.
("Deep Rock"). Capitalized terms used but not defined herein have the meaning
ascribed thereto in the Original 13G.
Items 2(a) and 2(b) Name of Person Filing and Address of Business Office:
----------------------------------------------------
Items 2(a) and 2(b) of the Original 13G are hereby
amended by the deletion of the text thereof in its
entirety and its replacement with the following:
This Schedule 13G is filed by and on behalf of TCM,
Touradji Global Resources Master Fund, Ltd. ("Global
Resources") and Mr. Paul Touradji ("Mr. Touradji"),
with respect to shares of common stock, par value
$0.0001 per share, of the Company. TCM and Mr. Touradji
are filing this Schedule 13G to report indirect
beneficial ownership of shares of Common Stock (the
"Shares") which are directly beneficially owned by
Global Resources and Deep Rock (collectively, the
"Funds"). TCM serves as the Investment Manager to the
Funds. Mr. Touradji is a partner of TCM and the
portfolio manager of the Funds. By virtue of the
foregoing relationships, TCM and Mr. Touradji may be
deemed to share beneficial ownership of the Shares with
the Funds.
TCM, Global Resources and Mr. Touradji are hereinafter
sometimes collectively referred to as the "Reporting
Persons." Any disclosures herein with respect to
persons other than the Reporting Persons are made on
information and belief after making inquiry to the
appropriate party.
The business address of TCM and Mr. Touradji is 101
Park Avenue, 48th Floor, New York, NY 10178.
The business address of Global Resources is c/o
Spectrum Global Fund Administration (Cayman) Anchorage
Center, Second Floor P.O. Box 10243 APO Grand Cayman,
Cayman Islands BWI.
Item 2(c) Citizenship:
-----------
Item 2(c) of the Original 13G is hereby amended by the
deletion of the text thereof in its entirety and its
replacement with the following:
TCM is a Delaware limited partnership. Global Resources
is a Cayman Islands company. Mr. Touradji is a United
States citizen.
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Item 4 Ownership:
---------
Item (4) of the Original 13G is hereby amended by the
deletion of the text thereof in its entirety and its
replacement with the following:
A. Touradji Capital Management, LP
-------------------------------
(a) Amount beneficially owned: 2,873,149 shares of
Common Stock, consisting of the sum of (i) 2,574,236
shares of Common Stock; (ii) 125,000 shares of Common
Stock that would be received on exercise of warrants
held by the Funds to purchase shares of Common Stock
("Warrants"); and iii) 173,913 shares of Common Stock
that would be received on conversion of the Preferred
Stock.
(b) Percent of Class: 10.4%. This percentage of stock
beneficially owned is calculated based on a total of
27,631,071 outstanding shares of Common Stock,
consisting of the sum of (i) 26,832,158 shares of
Common Stock outstanding as of May 2, 2006, as reported
on the Issuer's Form 10-QSB for the quarterly period
ended March 31, 2006; (ii) 500,000 shares of Common
Stock allocated to the Funds in a recent transaction;
(iii) 125,000 shares of Common Stock that would be
received on exercise of Warrants; and (iv) 173,913
shares of Common Stock that would be received on
conversion of Preferred Stock.
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote:
2,873,149
(iii) Sole power to dispose of or direct the
disposition: -0-
(iv) Shared power to dispose of or direct the
disposition of: 2,873,149
B. Touradji Global Resources Master Fund, Ltd.
-------------------------------------------
(a) Amount beneficially owned: 1,952,178 shares of
Common Stock, consisting of the sum of (i) 1,889,678
shares of Common Stock and (ii) 62,500 shares of Common
Stock that would be received on exercise of Warrants.
(b) Percent of Class: 7.1%. This percentage of stock
beneficially owned is calculated based on a total of
27,394,658 outstanding shares of Common Stock,
consisting of the sum of (i) 26,832,158 shares of
Common Stock outstanding as of May 2, 2006, as reported
on the Issuer's Form 10-QSB for the quarterly period
ended March 31, 2006; (ii) 500,000 shares of Common
Stock allocated to the Funds in a recent transaction;
and (iii) 62,500 shares of Common Stock that would be
received on exercise of Warrants.
-6-
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote:
1,952,178
(iii) Sole power to dispose of or direct the
disposition: -0-
(iv) Shared power to dispose of or direct the
disposition of: 1,952,178
C. Paul Touradji
-------------
(a) Amount beneficially owned: 2,873,149 shares of
Common Stock, consisting of the sum of (i) 2,574,236
shares of Common Stock; (ii) 125,000 shares of Common
Stock that would be received on exercise of Warrants;
and (iii) 173,913 shares of Common Stock that would be
received on conversion of Preferred Stock.
(b) Percent of Class: 10.4%. This percentage of stock
beneficially owned is calculated based on a total of
27,631,071 outstanding shares of Common Stock,
consisting of the sum of (i) 26,832,158 shares of
Common Stock outstanding as of May 2, 2006, as reported
on the Issuer's Form 10-QSB for the quarterly period
ended March 31, 2006; (ii) 500,000 shares of Common
Stock allocated to the Funds in a recent transaction;
(iii) 125,000 shares of Common Stock that would be
received on exercise of Warrants; and (iv) 173,913
shares of Common Stock that would be received on
conversion of Preferred Stock.
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote:
2,873,149
(iii) Sole power to dispose of or direct the
disposition: -0-
(iv) Shared power to dispose of or direct the
disposition of: 2,873,149
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: [ ]
Deep Rock is not listed as a reporting person in this
Amendment No. 1 due to the revision of the Conversion
Ratio.
Item 10 Certification:
-------------
Each of the Reporting Persons hereby makes the
following 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
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are not held in connection with or as a participant in any transaction having
that purpose or effect.
[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
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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.
Dated: September 28, 2006
TOURADJI CAPITAL MANAGEMENT, LP
By: Touradji Capital GP, LLC, its general partner
By: /s/ Paul Touradji
------------------------------
Name: Paul Touradji
Title: Managing Member
TOURADJI GLOBAL RESOURCES MASTER FUND, LTD.
By: /s/ Paul Touradji
------------------------------
Name: Paul Touradji
Title: Director
/s/ Paul Touradji
-----------------------------------
Paul Touradji
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SCHEDULE 13G
WITH RESPECT TO
CANO PETROLEUM, INC.]
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EXHIBIT INDEX
-------------
Exhibit 99.1: Joint Filing Agreement, dated September 28, 2006, by
and among Touradji Capital Management, LP, Touradji
Global Resources Master Fund, Ltd. and Mr. Paul
Touradji.
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