XWELL, Inc. — Major Shareholding Notification 2011

Jul 5, 2011

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. )*

Vringo, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

92911N104

(CUSIP Number)

June 22, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

a. o Rule 13d-1(b)

b. þ Rule 13d-1(c)

c. o 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 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 (“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).

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CUSIP No. 92911N104 Page 2 of 8

1	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Iroquois Capital Management L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	5	SOLE VOTING POWER
NUMBER OF		0
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		917,022 (see Item 4)
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH:	8	SHARED DISPOSITIVE POWER
		917,022 (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	917,022 (see Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	16.1% (see Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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CUSIP No. 92911N104 Page 3 of 8

1	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Joshua Silverman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
	5	SOLE VOTING POWER
NUMBER OF		0
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		917,022 (see Item 4)
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH:	8	SHARED DISPOSITIVE POWER
		917,022 (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	917,022 (see Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	16.1 % (see Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN; HC

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CUSIP No. 92911N104 Page 4 of 8

1	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Richard Abbe
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
	5	SOLE VOTING POWER
NUMBER OF		4,791 (see Item 4)
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		917,022 (see Item 4)
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		4,791 (see Item 4)
WITH:	8	SHARED DISPOSITIVE POWER
		917,022 (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	921,813 (see Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	16.2 % (see Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN; HC

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Item 1.

(a) Name of Issuer

Vringo, Inc. (the “ Issuer ”)

(b) Address of Issuer’s Principal Executive Offices

18 East 16th Street, 7th Floor New York, New York 10003

Item 2.

(a) Name of Person Filing

(b) Address of Principal Business Office or, if none, Residence

(c) Citizenship

| This Schedule 13G is being filed on behalf of (i) Iroquois Capital Management
L.L.C., a Delaware limited liability company (“ Iroquois ”), (ii) Joshua
Silverman, an individual who is a citizen of the United States of America (“ Mr.
Silverman ”) and (iii) Richard Abbe, an individual who is a citizen of the United
States of America (“ Mr. Abbe ,” together with Iroquois and Mr. Silverman, the
“ Reporting Persons ”). |
| --- |
| The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is
filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons
have agreed to file this Schedule 13G jointly in accordance with the provisions of
Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. |
| The principal business office of all of the Reporting Persons is 641 Lexington
Avenue, 26 th Floor, New York, New York 10022. |

(d) Title of Class of Securities

Common stock, par value $0.01 per share, of the Issuer (the “ Common Stock ”).

(e) CUSIP Number

92911N104

Item 3. 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:

Not applicable.

Item 4. Ownership.

(a) and (b):

| (i) Each of Iroquois and Mr. Silverman may be deemed to have beneficial ownership of
917,022 shares of Common Stock, and all such shares of Common Stock represent
beneficial ownership of approximately 16.1% of the Common Stock, based on 5,693,115
shares of Common Stock issued and outstanding on April 28, 2011 as disclosed in the
Schedule 14A filed by the Issuer on May 25, 2011. The foregoing excludes 291,303
shares of Common Stock in the aggregate issuable upon exercise of warrants issued to
Iroquois Master Fund Ltd. (each, a “ Master Fund Warrant ”) because each
Master Fund Warrant contains a blocker provision under which the holder thereof does
not have the right to exercise such Master Fund Warrant to the extent (but only to
the extent) that such exercise would result in beneficial ownership by the holder
thereof or any of its affiliates, of more than 4.99% of the Common Stock. Without
such blocker provisions, each of Iroquois and Mr. Silverman may be deemed to have
beneficial ownership of 1,208,325 shares of Common Stock. |
| --- |
| (ii) Mr. Abbe may be deemed to have beneficial ownership of 921,813 shares of Common
Stock, and all such shares of Common Stock represent beneficial ownership of
approximately 16.2% of the Common Stock, based on 5,693,115 shares of Common Stock
issued and outstanding on April 28, 2011 as disclosed in the Schedule 14A filed by
the Issuer on May 25, 201. The foregoing |

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excludes 291,303 shares of Common Stock in the aggregate issuable upon exercise of the Master Fund Warrants because each Master Fund Warrant contains a blocker provision under which the holder thereof does not have the right to exercise such Master Fund Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof or any of its affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, Mr. Abbe may be deemed to have beneficial ownership of 1,213,116 shares of Common Stock.

(c)(i) Number of shares as to which each of Iroquois and Mr. Silverman has:

(i)	Sole power to vote or to direct the vote: 0.
(ii)	Shared power to vote or to direct the vote 917,022.
(iii)	Sole power to dispose or to direct the disposition of 0.
(iv)	Shared power to dispose or to direct the disposition of 917,022.

(ii) Number of shares as to which Mr. Abbe has:

(i) Sole power to vote or to direct the vote: 4,791.

(ii)	Shared power to vote or to direct the vote 917,022.
(iii)	Sole power to dispose or to direct the disposition of 4,791.
(iv)	Shared power to dispose or to direct the disposition of 917,022.

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 having that purpose or effect.

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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.

Date: July 5, 2011

IROQUOIS CAPITAL MANAGEMENT L.L.C.
By:	/s/ Joshua Silverman
	Joshua Silverman, Authorized Signatory
/s/ Joshua Silverman
Joshua Silverman
/s/ Richard Abbe
Richard Abbe

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Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: July 5, 2011

IROQUOIS CAPITAL MANAGEMENT L.L.C.
By:	/s/ Joshua Silverman
	Joshua Silverman, Authorized Signatory
/s/ Joshua Silverman
Joshua Silverman
/s/ Richard Abbe
Richard Abbe

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