-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W02HyAx2e9BH1tG/UpRzfefE/PRuiekyISK+VkjP36C+/VCMYaBrYZuy6nN/XczZ Sub8ZGj5NFDyKhIrJ+3XVA== 0000950136-06-000485.txt : 20060127 0000950136-06-000485.hdr.sgml : 20060127 20060127093704 ACCESSION NUMBER: 0000950136-06-000485 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060127 DATE AS OF CHANGE: 20060127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIKING SYSTEMS INC CENTRAL INDEX KEY: 0001065754 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 860913802 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79397 FILM NUMBER: 06555380 BUSINESS ADDRESS: STREET 1: 7514 GIRARD AVENUE STREET 2: SUITE 1509 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 8584566608 MAIL ADDRESS: STREET 1: 7514 GIRARD AVENUE STREET 2: SUITE 1509 CITY: LA JOLLA STATE: CA ZIP: 92037 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vision Opportunity Master Fund Ltd CENTRAL INDEX KEY: 0001349985 IRS NUMBER: 270120759 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O VISION CAPITAL ADVISORS STREET 2: 317 MADISON AVENUE SUITE 1220 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 624-1640 MAIL ADDRESS: STREET 1: C/O VISION CAPITAL ADVISORS STREET 2: 317 MADISON AVENUE SUITE 1220 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 file001.htm SC 13G




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                  SCHEDULE 13G

                                 (Rule 13d-102)

            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
                             PURSUANT TO RULE 13d-2

                                (Original Filing)


                              VIKING SYSTEMS, INC.
                                (Name of Issuer)


                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                         (Title of Class of Securities)

                                   92685Q 10 1
                                 (CUSIP Number)


                                December 13, 2005
             (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)








CUSIP No. 92685Q 10 1                       13G                      Page 2 of 6


- --------------------------------------------------------------------------------
1.  NAMES OF REPORTING PERSONS
    IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

    Vision Opportunity Master Fund, Ltd.

- --------------------------------------------------------------------------------
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                  (a) [    ]
                                                                      (b) [    ]
    Not applicable

- -------- -----------------------------------------------------------------------
3.  SEC USE ONLY

- --------------------------------------------------------------------------------
4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Cayman Islands

- --------------------------------------------------------------------------------
  NUMBER OF      5.   SOLE VOTING POWER          1,875,000
    SHARES
 BENEFICIALLY    6.   SHARED VOTING POWER        0
   OWNED BY
     EACH        7.   SOLE DISPOSITIVE POWER     1,875,000
  REPORTING
 PERSON WITH     8.   SHARED DISPOSITIVE POWER   0

- --------------------------------------------------------------------------------
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,875,000

- --------------------------------------------------------------------------------
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

    5.1%

- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    CO
- --------------------------------------------------------------------------------


                                       2



CUSIP No. 92685Q 10 1                       13G                      Page 3 of 6


ITEM 1(A).  NAME OF ISSUER:

Viking Systems, Inc.

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

7514 Girard Ave, Suite 1509
La Jolla, CA 92037

ITEM 2(A).  NAME OF PERSON FILING:

Vision Opportunity Master Fund, Ltd.

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

317 Madison Avenue, Suite 1220
New York, NY 10017

ITEM 2(C).  CITIZENSHIP:

Cayman Islands

ITEM 2(D).  TITLE OF CLASS OF SECURITIES:

Common Stock,  $0.001 par value per share

ITEM 2(E).  CUSIP NUMBER:

92685Q 10 1

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:

Not applicable

ITEM 4.  OWNERSHIP.

Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1:

(a)      Amount beneficially owned: 1,875,000 shares (including 375,000 shares
         issuable upon exercise of immediately exercisable warrants and
         1,500,000 shares issuable upon conversion of immediately convertible
         promissory notes).*


                                       3



CUSIP No. 92685Q 10 1                       13G                      Page 4 of 6

         * On December 13, 2005, the Reporting Person acquired the following
         securities from the Issuer in a private placement transaction: (i) a
         warrant to purchase 375,000 shares of common stock expiring June 12,
         2009 at an exercise price of $.40 per share, and (ii) a promissory note
         convertible into 1,500,000 shares of common stock at a conversion price
         of $.20 per share having a maturity date of March 22, 2006. The notes
         are convertible (a) at the election of the Reporting Person, at any
         time on or prior to March 22, 2006, or (b) at the option of the issuer
         after such time as the issuer raises a minimum of $3,000,000 in public
         or private equity offerings at an average price equal to or greater
         than $.30 per share. The warrants described above contain anti-dilution
         provisions that results in adjustments to the exercise price based on
         the per share price of new issuances and a baseline exercise price set
         forth in the warrant. The notes described above contain anti-dilution
         provisions whereby the conversion price will be adjusted to equal the
         per share price of certain new issuances of the issuer's securities.

(b)      Percent of class: 5.1%

(c)      Number of shares as to which such person has:

         (i) Sole power to vote or to direct the vote: 1,875,000
         (ii) Shared power to vote or to direct the vote: 0
         (iii) Sole power to dispose or to direct the disposition of: 1,875,000
         (iv) Shared power to dispose or to direct the disposition of: 0

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 [ ].

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 OR CONTROL PERSON.

Not applicable.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP.

Not applicable.


                                       4



CUSIP No. 92685Q 10 1                       13G                      Page 5 of 6



ITEM 10.  CERTIFICATIONS.

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.


                                       5



CUSIP No. 92685Q 10 1                                13G             Page 6 of 6



                                    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: January 25, 2006

                                     Vision Opportunity Master Fund, Ltd.


                                     By: /s/ Adam Benowitz
                                         --------------------------------
                                     Name: Adam Benowitz
                                     Title:  Managing Member

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