UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 2) 

 

ANDALAY SOLAR, INC.

(Name of Issuer) 

 

COMMON STOCK, $.001 PAR VALUE

(Title of Class of Securities) 

 

96040V101

(CUSIP Number)

  

Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c)

  

*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).

 

  

(Continued on following page(s)

  

Page 1 of 4 Pages

 

 

CUSIP No. 96040V101

13G

Page 2 of 4 Pages

 

1. NAMES OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Brio Capital Master Fund Ltd.

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) ☐

(b) ☐

3. SEC USE ONLY

 

4. CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

5. SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – None

 

6. SHARED VOTING POWER - None

 

7. SOLE DISPOSITIVE POWER – None

 

8. SHARED DISPOSITIVE POWER – None

 

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -

 

None 

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

 

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

None

12. TYPE OF REPORTING PERSON

 

CO

  

  

CUSIP No. 96040V101

13G

Page 3 of 4 Pages

 

ITEM 1 (a) NAME OF ISSUER: Andalay Solar, Inc., a Delaware corporation

 

ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

2071 Ringwood Ave. Unit C, San Jose, CA 95131

 

ITEM 2 (a) NAME OF PERSON FILING: Brio Capital Master Fund Ltd.

 

ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

c/o Brio Capital Management LLC, 100 Merrick Road, Suite 401W, Rockville Centre, NY 11570

 

ITEM 2 (c) CITIZENSHIP: Cayman Islands

 

ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock, $.001 par value

 

ITEM 2 (e) CUSIP NUMBER: 96040V101

 

ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable

 

ITEM 4 OWNERSHIP

 

(a) AMOUNT BENEFICIALLY OWNED: None

 

(b) PERCENT OF CLASS: None

 

(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

 

(i) SOLE POWER TO VOTE OR DIRECT THE VOTE

 

None

 

(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE

 

0 Shares

 

(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

 

None

 

(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

 

0 Shares

 

 

CUSIP No. 96040V101

13G

Page 4 of 4 Pages

  

ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Brio Capital Master Fund Ltd. no longer owns any securities of the Company. 

 

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 A GROUP

 

Not applicable

 

ITEM 9 NOTICE OF DISSOLUTION OF GROUP

 

Not applicable

 

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.

 

	January 14, 2015
	(Date)
	/s/ Shaye Hirsch
	(Signature)
	Shaye Hirsch, Director
	(Name/Title)