Sec Form 13G Filing - EASTON HUNT CAPITAL PARTNERS LP filing for GUIDED THERAPEUTICS INC (GTHP) - 2011-02-14

CUSIP No. 40171F105

NAME OF REPORTING PERSON

IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Easton Hunt Capital Partners, L.P.⁽¹⁾

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

    United States

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

    3,524,995⁽²⁾

SHARED VOTING POWER

    -0-

SOLE DISPOSITIVE POWER

    3,524,995⁽²⁾

SHARED DISPOSITIVE POWER

    -0-

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    3,524,995⁽²⁾

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    7.53%⁽³⁾

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    PN

Investment decisions of Easton Hunt Capital Partners, L.P. are made by its general partner, EHC GP, LP, through its manager, EHC, Inc. John Friedman is the President and Chief Executive Officer of EHC, Inc. Mr. Friedman shares voting and investing power over the shares owned by Easton Hunt Capital Partners, L.P. Each reporting owner disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Includes warrants to purchase 1,061,663 shares of the Issuer’s common stock (“Common Stock”) at an exercise price of $0.65 per share.

Based on 46,840,950 shares of Common Stock outstanding as of November 30, 2010, as reported in Amendment No. 1 to the Registration Statement on Form S-1, as filed by the Issuer with the Securities and Exchange Commission on December 6, 2010.

CUSIP No.40171F105

NAME OF REPORTING PERSON

IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

    EHC GP, LP⁽¹⁾

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

    United States

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

    3,524,995⁽²⁾

SHARED VOTING POWER

    -0-

SOLE DISPOSITIVE POWER

    3,524,995⁽²⁾

SHARED DISPOSITIVE POWER

    -0-

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    3,524,995⁽²⁾

10

CHECK BOX I F THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    7.53%⁽³⁾

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    PN

Investment decisions of Easton Hunt Capital Partners, L.P. are made by its general partner, EHC GP, LP, through its manager, EHC, Inc. John Friedman is the President and Chief Executive Officer of EHC, Inc. Mr. Friedman shares voting and investing power over the shares owned by Easton Hunt Capital Partners, L.P. Each reporting owner disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Includes warrants to purchase 1,061,663 shares of the Issuer’s Common Stock at an exercise price of $0.65 per share.

Based on 46,840,950 shares of Common Stock outstanding as of November 30, 2010, as reported in Amendment No. 1 to the Registration Statement on Form S-1, as filed by the Issuer with the Securities and Exchange Commission on December 6, 2010.

CUSIP No. 40171F105

NAME OF REPORTING PERSON

IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

EHC, Inc.⁽¹⁾

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

    United States

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

    3,524,995⁽²⁾

SHARED VOTING POWER

    -0-

SOLE DISPOSITIVE POWER

    3,524,995⁽²⁾

SHARED DISPOSITIVE POWER

    -0-

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    3,524,995⁽²⁾

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    7.53%⁽³⁾

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    PN

Investment decisions of Easton Hunt Capital Partners, L.P. are made by its general partner, EHC GP, LP, through its manager, EHC, Inc. John Friedman is the President and Chief Executive Officer of EHC, Inc. Mr. Friedman shares voting and investing power over the shares owned by Easton Hunt Capital Partners, L.P. Each reporting owner disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Includes warrants to purchase 1,061,663 shares of the Issuer’s Common Stock at an exercise price of $0.65 per share.

Based on 46,840,950 shares of Common Stock outstanding as of November 30, 2010, as reported in Amendment No. 1 to the Registration Statement on Form S-1, as filed by the Issuer with the Securities and Exchange Commission on December 6, 2010.

Name of Issuer:

Guided Therapeutics, Inc.

Address of Issuer’s Principal Executive Offices:

5835 Peachtree Corners East, Suite D Norcross, Georgia

Name of Person Filing:

This statement is being filed by the following persons with respect to the common stock and warrants to purchase common stock of Issuer directly owned by and options to acquire common stock of Issuer beneficially owned by Easton Hunt Capital Partners, LP, a Delaware limited partnership (“Easton Hunt Capital Fund”):

(A)   Easton Hunt Capital Fund;

(B)   EHC GP, LP, a Delaware limited liability company (“EHC GP”), the general partner of the Easton Capital Fund; and

(C)   EHC, Inc., a Delaware corporation (“EHC Inc.”), the manager of EHC GP.

Easton Hunt Capital Fund, EHC GP, and EHC Inc. are sometimes referred to herein as the “Reporting Persons.”

Address of Principal Business Offices:

The address for each of the Reporting Persons is:

Attn: John H. Friedman

767 Third Avenue, 7th Floor

New York, NY 10017

Citizenship:

See Cover Pages, Item 4

Title of Class of Securities:

Common Stock, $0.001 par value per share

Item 2(e)

CUSIP Number:

40171F105

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 Act

(b) ¨

Bank as defined in Section 3(a)(6) of the Act

(c) ¨

Insurance company as defined in Section 3(a)(19) of the Act

(d) ¨

Investment company registered under Section 8 of the Investment Company Act of 1940

(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 associations as defined in Section 3(b) of the Federal Deposit Insurance Act

(i) ¨

(j) ¨

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J)

(k) ¨

Group, in accordance with Rule 13d-1(b)(1)(ii)(K)

Not applicable.

Item 4

Ownership.

(a)

Amount beneficially owned: 3,524,995

(b)

Percent of class: 7.53%

(c)

Number of shares as to which the person has:

(i)    Sole power to vote or to direct the vote: 3,524,995

(ii)   Shared power to vote or to direct the vote: -0-

(iii)  Sole power to dispose or to direct the disposition of: 3,524,995

(iv)  Shared power to dispose or to direct the disposition of: -0-

/s/ John H. Friedman

/s/ John H. Friedman

/s/ John H. Friedman