SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Vicis Capital, LLC

(Last)

(First)

(Middle)

445 PARK AVENUE, 16TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDICAL SOLUTIONS MANAGEMENT INC. [ MSMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.0001, par value per share	08/29/2008		P		20,000	A	$0.24	41,282,577	I⁽²⁾	By Vicis Capital Master Fund
Common Stock, $0.0001, par value per share	08/29/2008		P		15,000	A	$0.26	41,297,577	I⁽²⁾	By Vicis Capital Master Fund
Common Stock, $0.0001, par value per share	09/17/2008		P		70,000	A	$0.2	41,367,577	I⁽²⁾	By Vicis Capital Master Fund

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Convertible Preferred Stock, par value $0.0001	$0.1	07/30/2008		J⁽⁴⁾		79,890,600		⁽¹⁾	⁽³⁾	Common Stock	79,890,600	⁽⁴⁾	798,906	I⁽²⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.2							⁽¹⁾	12/30/2010	Common Stock	120,000		120,000	I⁽²⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.2							⁽¹⁾	12/30/2011	Common Stock	544,935		544,935	I⁽²⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.2							⁽¹⁾	03/16/2012	Common Stock	153,000		153,000	I⁽²⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.2							⁽¹⁾	04/17/2012	Common Stock	1,560,000		1,560,000	I⁽²⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.2							⁽¹⁾	05/18/2012	Common Stock	153,000		153,000	I⁽²⁾	By Vicis Capital Master Fund
Series A Warrant to Purchase Common Stock	$0.2							⁽¹⁾	02/28/2011	Common Stock	146,667		146,667	I⁽²⁾	By Vicis Capital Master Fund
Series B Warrant to Purchase Common Stock	$0.2							⁽¹⁾	02/28/2011	Common Stock	146,667		146,667	I⁽²⁾	By Vicis Capital Master Fund
Series CS Warrant to Purchase Common Stock No. CS-13	$0.5							⁽¹⁾	12/07/2012	Common Stock	3,060,000		3,060,000	I⁽²⁾	By Vicis Capital Master Fund
Series CS Warrant to Purchase Common Stock No. CS-14	$0.4							⁽¹⁾	12/16/2012	Common Stock	2,500,000		2,500,000	I⁽²⁾	By Vicis Capital Master Fund
Senior Secured Convertible Debenture	$0.1							⁽¹⁾	06/28/2008	Common Stock	20,000,000		20,000,000	I⁽²⁾	By Vicis Capital Master Fund
Senior Secured Convertible Debenture	$0.1							⁽¹⁾	04/17/2009	Common Stock	10,500,000		10,500,000	I⁽²⁾	By Vicis Capital Master Fund

1. Name and Address of Reporting Person^*

Vicis Capital, LLC

(Last)

(First)

(Middle)

445 PARK AVENUE, 16TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Vicis Capital Master Fund

(Last)

(First)

(Middle)

445 PARK AVENUE, 16TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Immediately.

2. Represents the indirect holdings of Vicis Capital LLC. All of the foregoing represents securities held directly by Vicis Capital Master Fund. Vicis Capital LLC acts as investment advisor to Vicis Capital Master Fund and therefore has voting and dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Vicis Capital LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership of, the foregoing shares.

3. None.

4. On July 29, 2008 Vicis Capital Master Fund acquired from the Issuer: (1) 300,000 shares of the Issuer's Series D Convertible Preferred Stock, par value $0.0001 per share, convertible into 30,000,000 shares of the Issuer's common stock for a cash purchase price of $3,000,000; and (2) 498,906 shares of the Issuer's Series D Convertible Preferred Stock, convertible into 49,890,600 shares of the Issuer's common stock, in exchange for Vicis Capital Master Fund tendering, delivering and forgiving certain existing debts of the Issuer in the principal amount of $4,760,204.91 and accrued interest of $228,856.63.

	/s/ Andrew Comito, Compliance Officer, Vicis Capital LLC	10/22/2008
	/s/ Andrew Comito, Authorized Representative, Vicis Capital Master Fund	10/22/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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