0001213900-13-000822.txt : 20130221 0001213900-13-000822.hdr.sgml : 20130221 20130220211758 ACCESSION NUMBER: 0001213900-13-000822 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130221 DATE AS OF CHANGE: 20130220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVECARE, INC. CENTRAL INDEX KEY: 0001429896 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 870578125 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85812 FILM NUMBER: 13628700 BUSINESS ADDRESS: STREET 1: 5095 WEST 2100 SOUTH CITY: WEST VALLEY CITY STATE: UT ZIP: 84120 BUSINESS PHONE: 801-974-9474 MAIL ADDRESS: STREET 1: 5095 WEST 2100 SOUTH CITY: WEST VALLEY CITY STATE: UT ZIP: 84120 FORMER COMPANY: FORMER CONFORMED NAME: Volu-Sol Reagents CORP DATE OF NAME CHANGE: 20080317 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEMINI MASTER FUND LTD CENTRAL INDEX KEY: 0001403092 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: GEMINI STRATEGIES LLC STREET 2: 619 SO. VULCAN AVE. SUITE #203 CITY: ENCINITAS STATE: CA ZIP: 92024 BUSINESS PHONE: 858 480 2828 MAIL ADDRESS: STREET 1: GEMINI STRATEGIES LLC STREET 2: 619 SO. VULCAN AVE. SUITE #203 CITY: ENCINITAS STATE: CA ZIP: 92024 SC 13G/A 1 sc13g0213a1gemini_activecare.htm SCHEDULE 13G sc13g0213a1gemini_activecare.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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

(AMENDMENT NO. 1)*
 
ActiveCare, Inc.
(Name of Issuer)
 
Common Stock, $0.00001 par value
(Title of Class of Securities)
 
005057104
(CUSIP Number)
 
December 31, 2012
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1 (b)
x Rule 13d-1 (c)
o 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).
 
(Continued on following pages)
 
 
Page 1 of 6 Pages
 
CUSIP No. 005057104
13G
Page 2 of 6 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Gemini Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) o
                                                                                                                       (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
2,125,726
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
2,125,726
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,125,726
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
4.6%
 
12
TYPE OF REPORTING PERSON*
 
CO
 
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
 
CUSIP No. 005057104
13G
Page 3 of 6 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Gemini Strategies LLC, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) o
                                                                                                                        (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
2,125,726
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
2,125,726
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,125,726
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
4.6%
 
12
TYPE OF REPORTING PERSON*
 
CO
 
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
 
CUSIP No. 005057104
13G
Page 4 of 6 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Steven Winters
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) o
                                                                                                                       (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
2,125,726
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
2,125,726
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,125,726
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
4.6%
 
12
TYPE OF REPORTING PERSON*
 
IN
 
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
 
CUSIP No. 005057104
13G
Page 5 of 6 Pages
 
This statement is filed pursuant to Rule 13d-2(b) with respect to the common stock (“Common Stock”) of ActiveCare, Inc. beneficially owned by the Reporting Persons specified herein as of January 31, 2013 and amends and supplements the Schedule 13G filed by the Reporting Persons on March 22, 2012. 

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:  2,125,726 shares of Common Stock as of January 31, 2013
 
 
(b)
Percent of Class:  4.6%

The Reporting Persons’ beneficial ownership of 2,125,726 shares of Common Stock constitutes 4.6% of all the outstanding shares of Common Stock, based upon 46,507,271 shares of Common Stock outstanding as of January 28, 2013, as reported in the Issuer’s most recent proxy statement filed on February 4, 2013.

 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:  0
 
 
(ii)
shared power to vote or to direct the vote:  2,125,726
 
 
(iii)
sole power to dispose or to direct the disposition of:  0
 
 
(iv)
shared power to dispose or to direct the disposition of:  2,125,726
 
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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
 
Item 10.
Certification:
 
By signing below the undersigned certify that, to the best of its/his 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 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. 005057104
13G
Page 6 of 6 Pages
 
SIGNATURE
 
After reasonable inquiry and to the best of its/his knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
 
February 14, 2013
     
  GEMINI MASTER FUND, LTD.
 
By:
GEMINI STRATEGIES LLC, INC., as investment manager
       
 
By:
/s/ Steven Winters  
  Name:  Steven Winters  
  Title: President  
       
  GEMINI STRATEGIES LLC, INC.  
       
  By: /s/ Steven Winters  
  Name: Steven Winters  
  Title: President  
       
    /s/ Steven Winters  
    Steven Winters