UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Destiny Media Technologies Inc.
(Name of Issuer)
common stock, par value $0.001 per share
(Title of Class of Securities)
25063G 20 4
(CUSIP Number)
December 31, 2008
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] 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 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).
CUSIP No. 25063G 20 4 SCHEDULE 13G Page 2 of 8
1 Names of Reporting Persons
Proximity Fund, LP
IRS Identification No. of Above Person (entities only)
94-3303099
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
California
5 Sole Voting Power
2,091,475
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
3,591,475
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
3,591,475
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
6.23%
12 Type of Reporting Person (See Instructions)
PN
CUSIP No. 25063G 20 4 SCHEDULE 13G Page 3 of 8
1 Names of Reporting Persons
Proximity Capital LLC
IRS Identification No. of Above Person (entities only)
94-3303098
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
2,091,475
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
3,591,475
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
3,591,475
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
6.23%
12 Type of Reporting Person (See Instructions)
IA
CUSIP No. 25063G 20 4 SCHEDULE 13G Page 4 of 8
1 Names of Reporting Persons
Geoffrey M. Crosby
IRS Identification No. of Above Person (entities only)
-----------
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
US
5 Sole Voting Power
2,091,475
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
3,591,475
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
3,591,475
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
6.23%
12 Type of Reporting Person (See Instructions)
IN
CUSIP No. 25063G 20 4 SCHEDULE 13G Page 5 of 8
Item 1(a). Name of Issuer.
Destiny Media Technologies Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
570 Granville Street, Suite 800, Vancouver, British
Columbia Canada V6C 3P1
Item 2(a). Name of Person Filing.
Proximity Fund, LP, Proximity Capital LLC, and Geoffrey
M. Crosby
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The business address of Proximity Fund, LP, Proximity
Capital LLC, and Geoffrey M. Crosby is 1 Montgomery Street,
Suite 3300, San Francisco, CA 94104.
Item 2(c). Citizenship.
Proximity Fund, LP is a California limited partnership,
Proximity Capital LLC is a Delaware limited liability
company, and Geoffrey M. Crosby is a United States citizen.
Item 2(d). Title of Class of Securities.
common stock, par value $0.001 per share
Item 2(e). CUSIP Number.
25063G 20 4
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:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
CUSIP No. 25063G 20 4 SCHEDULE 13G Page 6 of 8
(d) [ ] Investment company registered under section 8 of the
Investment Company act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E). (for Proximity Capital LLC only)
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).
(g) [X] A parent holding company or control person in
accordance with 240.13b-1(b)(1)(ii)(G). (for Geoffrey M.
Crosby only)
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded form the definition
of an investment company under section 3(c)(14) of the
Investment Company act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is made hereby made to Items 5-9 and 11 of
pages two (2), three (3) and four(4) of this Schedule 13G,
which Items are incorporated by reference herein. The
reported securities include 1,500,000 common stock of Destiny
Media Technologies Inc. for which Proximity Fund, LP holds
warrants.
CUSIP No. 25063G 20 4 SCHEDULE 13G Page 7 of 8
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.
Proximity Capital LLC is deemed to be the beneficial
owner of the number of securities reflected in Item 5-9 and
11 of page three (3) of this Schedule 13G pursuant to
separate arrangements whereby it acts as investment adviser
to certain persons. Each person for whom Proximity Capital
LLC acts as investment adviser has the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock purchased or held
pursuant to such arrangements. Geoffrey M. Crosby is deemed
to be the beneficial owner of the number of securities
reflected in Items 5-9 and 11 on page four (4) of this
Schedule 13G pursuant to his ownership interest in Proximity
Capital LLC.
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, Proximity Fund, LP, Proximity Capital
LLC, and Geoffrey M. Crosby certify that, to the best of
their knowledge and belief, the securities referred to above
on pages two (2), three (3), and four (4) of this Schedule
13G were acquired and are held in the ordinary course of
business and 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.
CUSIP No. 25063G 20 4 SCHEDULE 13G Page 8 of 8
Signature
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
DATED: February 13, 2009
Proximity Fund, LP
/s/ Geoffrey M. Crosby
________________________
By: Geoffrey M. Crosby
its: managing member of Proximity
Capital LLC, its general partner
Proximity Capital LLC
/s/ Geoffrey M. Crosby
________________________
By: Geoffrey M. Crosby
its: managing member
Geoffrey M. Crosby
/s/ Geoffrey M. Crosby
________________________
By: Geoffrey M. Crosby
its:
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)