-----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, HYN3qrOkx0jW1rTrD3fp+1pN5aSIC2qeSyvhmJOn6kDtoHrdXW3QEWt5ijkRFn3x /ISHCImAENqW9XcKznuQuQ== 0001144204-11-009743.txt : 20110218 0001144204-11-009743.hdr.sgml : 20110218 20110218120130 ACCESSION NUMBER: 0001144204-11-009743 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110218 DATE AS OF CHANGE: 20110218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CERTIFIED DIABETIC SERVICES INC CENTRAL INDEX KEY: 0001047153 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 650765452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86095 FILM NUMBER: 11623393 BUSINESS ADDRESS: STREET 1: 10061 AMBERWOOD RD. CITY: FT. MYERS STATE: FL ZIP: 33913 BUSINESS PHONE: 239-439-5000 MAIL ADDRESS: STREET 1: 10061 AMBERWOOD RD. CITY: FT. MYERS STATE: FL ZIP: 33913 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vicis Capital, LLC CENTRAL INDEX KEY: 0001341950 IRS NUMBER: 450538105 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TOWER 56, SUITE 700, 126 E. 56TH STREET STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-909-4600 MAIL ADDRESS: STREET 1: TOWER 56, SUITE 700, 126 E. 56TH STREET STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 v211937_sc13-g.htm Unassociated Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C.  20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
Certified Diabetic Services, Inc. 

(Name of Issuer)
 
Common Stock, $0.01 par value per share

(Title of Class of Securities)
 
157012105

   (CUSIP No.)
 
December 31, 2009

 (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)
 
¨           Rule 13d-1(c)
 
x           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 disclosure 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.
       
157012105
               
 
1)
Name of Reporting Persons.
 
Vicis Capital LLC
 
 
2)
Check the Appropriate Box if a Member of a Group (See Instructions)
 
        (a) ¨
(b) ¨
 
 
3)
SEC Use Only
 
         
 
4)
Citizenship or Place of Organization
 
Delaware
 
   
Number of
5) 
 Sole voting power
94,571,900
   
Shares Beneficially
         
   
Owned by
6) 
 Shared voting power
None
   
Each
         
   
Reporting
7)
Sole dispositive power
94,571,900
   
Person
         
   
With
8)
Shared dispositive power
None
               
  9)
  Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
94,571,900
  10) 
 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
   
   
(See Instructions)
 
¨
 
  11) 
 Percent of Class Represented by Amount in Row (9)
   
62.2%
 
 
12)  
Type of reporting person.        
IA
 
               

2

 
 
SCHEDULE 13G
VICIS CAPITAL LLC
CERTIFIED DIABETIC SERVICES, INC.
 
Item 1(a)  
Name of Issuer:
 
Certified Diabetic Services, Inc.
 
Item 1(b) 
Address of Issuer’s Principal Executive Offices:
 
Airport Woods Commerce Center
10061 Amberwood Road
Ft. Myers, Florida 33913
 
Item 2(a)  
Name of Person Filing:
 
Vicis Capital LLC
 
Item 2(b) 
Address of Principal Business Office or, if none, Residence:
 
445 Park Avenue, Suite 1901
New York, NY 10022
 
Item 2(c)
Citizenship:
 
Vicis Capital LLC is a Delaware limited liability company
 
Item 2(d)  
Title of Class of Securities:
 
Common Stock, $0.01 par value per share
 
Item 2(e) 
CUSIP Number:
 
157012105
 
 
3

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).
 
 
(d)
¨
Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
 
 
(e)
¨
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
 
(f)
¨
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
 
(g)
¨
A parent holding company or control plan, in accordance with §240.13d-1(b)(1)(ii)(G).  (Note:  See Item 7).
 
 
(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 from 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)
¨
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
 
 
(k)
¨
Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 
Item 4. 
Ownership.
 
(a)           Amount Beneficially Owned:
 
 
All 94,571,900 shares reported on this Schedule are held directly by Vicis Capital Master Fund, for which Vicis Capital LLC acts as investment advisor.   Vicis Capital LLC may be deemed to beneficially own such 94,571,900 shares within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, by virtue of the voting and dispositive power over such shares granted by Vicis Capital Master Fund to Vicis Capital LLC.  The voting and dispositive power granted to Vicis Capital LLC by Vicis Capital Master Fund may be revoked at any time.  Vicis Capital LLC disclaims beneficial ownership of any shares reported on this Schedule.
 
4

(b)           Percent of Class:
 
 
62.2%.  Based upon 61,126,509 shares of Common Stock outstanding at November 13, 2009, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC for the period ended September 30, 2009 plus 80,000,000 additional shares of Common Stock underlying the Series D Preferred Stock and 11,000,000 shares of Common Stock underlying the Series E Preferred Stock, and 94,571,900 shares of Common Stock deemed to be beneficially owned by Vicis Capital Master Fund.
 
(c)           Number of shares as to which such person has:
 
(i) 
Sole power to vote or to direct the vote
 
 
94,571,900 shares.
 
(ii) 
Shared power to vote or to direct the vote
 
 
None.
 
(iii) 
Sole power to dispose or to direct the disposition of
    
 
94,571,900 shares.
 
(iv)
Shared power to dispose or to direct the disposition of
 
 
None.
 
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:  ¨
 
Item 6. 
Ownership of More than Five Percent on Behalf of Another Person.
 
Vicis Capital Master Fund, a client of Vicis Capital LLC, a registered investment adviser, owns all the shares included on this Schedule and has the right to receive or the power to direct the receipt of dividends and proceeds from the sale of all the shares included on this Schedule.
 
 
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 applicble.
 
Item 10.  
Certification.
 
Not applicable.
 
5

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:  February 17, 2011
 
VICIS CAPITAL LLC
 
       
Date
By:
/s/ Andrew Comito  
    Andrew Comito  
   
Compliance Officer*
 
 
* Executed pursuant to the authorization of the members of Vicis Capital LLC attached as Attachment A to the Schedule 13D/A previously filed with the SEC by Vicis Capital LLC with respect to the Amacore Group, Inc. on October 1, 2009.
 
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