-----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, OfhD48iWdx1lORvJOOO2nO2PI/dFxC8L8HISUF7Me+NJ2qhwaATClngqD7g7Hk9w YTKrgdK3MHg/lyP6DriIJg== 0001144204-08-067505.txt : 20081202 0001144204-08-067505.hdr.sgml : 20081202 20081202141404 ACCESSION NUMBER: 0001144204-08-067505 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081202 DATE AS OF CHANGE: 20081202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEER VALLEY CORP CENTRAL INDEX KEY: 0000095047 STANDARD INDUSTRIAL CLASSIFICATION: MOBILE HOMES [2451] IRS NUMBER: 205256635 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37539 FILM NUMBER: 081224748 BUSINESS ADDRESS: STREET 1: 4218 W. LINEBAUGH AVE. CITY: TAMPA STATE: FL ZIP: 33624 BUSINESS PHONE: 813-885-5998 MAIL ADDRESS: STREET 1: 4218 W. LINEBAUGH AVE. CITY: TAMPA STATE: FL ZIP: 33624 FORMER COMPANY: FORMER CONFORMED NAME: CYTATION CORP DATE OF NAME CHANGE: 20010626 FORMER COMPANY: FORMER CONFORMED NAME: COLLEGELINK COM INCORP DATE OF NAME CHANGE: 19991122 FORMER COMPANY: FORMER CONFORMED NAME: CYTATION COM INC DATE OF NAME CHANGE: 19990318 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/A 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/A 1 v133940_sc13ga.htm Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
Deer Valley Corp. 

(Name of Issuer)
 
Common Stock, $0.001 par value per share

 (Title of Class of Securities)
 
244196101

 (CUSIP No.)
 
November 30, 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)
 
 
o
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 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.   244196101
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
       
 
 
 
5)
Sole voting power
 
4,660,015*
 
Number of
 
 
 
 
 
 
Shares Beneficially
 
6)
Shared voting power
 
None
 
Owned by
 
 
 
 
 
 
Each Reporting Person
 
7)
Sole dispositive power
 
4,660,015*
 
With
 
 
 
 
 
 
 
 
8)
Shared dispositive power
 
None
             
9)
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,660,015*
       
10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
 
(See Instructions) [ ]
 
 
       
11)
Percent of Class Represented by Amount in Row (9)
 
37.5%*
       
12)
Type of reporting person.
 
IA
       
 
* Amendment Number 4 to this Schedule 13G, filed by Vicis Capital LLC on December 2, 2008, underreported the number of securities that may be deemed to be beneficially owned by the Reporting Person. This error is corrected in this Amendment Number 5 to Schedule 13G, which correction also results in an increase in the percent of class reported by the Reporting Person in this Amendment Number 5 to Schedule 13G.

 
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SCHEDULE 13G
VICIS CAPITAL LLC
DEER VALLEY CORP.

Item 1(a)
Name of Issuer:
 
 
Deer Valley Corp.
 
Item 1(b) 
Address of Issuer’s Principal Executive Offices:
 
 
3111 West Dr. Martin Luther King Blvd., Suite 100
 
Tampa, Florida 33607

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, 16th Floor
 
New York, NY 10022
 
Item2 (c)
Citizenship:
 
 
Vicis Capital LLC is a Delaware limited liability company
 
Item 2(d)
Title of Class of Securities:
 
 
Common Stock, $0.001 par value per share
 
Item 2(e)
CUSIP Number:
 
 
244196101
 

 
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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)
[X]
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)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
Item 4.
Ownership.
 
 
(a)
Amount Beneficially Owned:
 
All 4,660,015 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 4,660,015 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.
 

 
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(b)
Percent of Class:
 
37.5%. Based upon 12,438,848 shares outstanding at November 7, 2008, as reported by Deer Valley Corp. in its Quarterly Report on Form 10-Q for the period ended September 30, 2008.
 
 
(c)
Number of shares as to which such person has:
 
(i) Sole power to vote or to direct the vote
 
4,660,015 shares.
 
(ii) Shared power to vote or to direct the vote
 
None.
 
(iii) Sole power to dispose or to direct the disposition of
 
4,660,015 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 applicable.
 
 
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Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
 
 
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: December 2, 2008.
 
VICIS CAPITAL LLC
 
 
/s/ Keith W. Hughes                           
Chief Financial Officer

 
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