0001144204-14-003117.txt : 20140121 0001144204-14-003117.hdr.sgml : 20140120 20140121161736 ACCESSION NUMBER: 0001144204-14-003117 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140116 FILED AS OF DATE: 20140121 DATE AS OF CHANGE: 20140121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NET TALK.COM, INC. CENTRAL INDEX KEY: 0001383825 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 204830633 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 NW 163 DR STREET 2: SUITE B-4 CITY: NO. MIAMI STATE: FL ZIP: 33169 BUSINESS PHONE: 305-621-1200 MAIL ADDRESS: STREET 1: 1100 NW 163 DR STREET 2: SUITE B-4 CITY: NO. MIAMI STATE: FL ZIP: 33169 FORMER COMPANY: FORMER CONFORMED NAME: DISCOVER SCREENS INC DATE OF NAME CHANGE: 20061215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vicis Capital Master Fund CENTRAL INDEX KEY: 0001365954 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53668 FILM NUMBER: 14538217 BUSINESS ADDRESS: STREET 1: 126 EAST 56TH STREET STREET 2: TOWER 56, SUITE 700 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-909-4600 MAIL ADDRESS: STREET 1: 126 EAST 56TH STREET STREET 2: TOWER 56, SUITE 700 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vicis Capital, LLC CENTRAL INDEX KEY: 0001341950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53668 FILM NUMBER: 14538218 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: SUITE 1043 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-909-4600 MAIL ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: SUITE 1043 CITY: NEW YORK STATE: NY ZIP: 10022 4 1 v365757_4.xml OWNERSHIP DOCUMENT X0306 4 2014-01-16 1 0001383825 NET TALK.COM, INC. NTLK 0001341950 Vicis Capital, LLC 445 PARK AVENUE SUITE 1043 NEW YORK NY 10022 0 0 0 1 Former 10% Owner 0001365954 Vicis Capital Master Fund 445 PARK AVENUE SUITE 1043 NEW YORK NY 10022 0 0 0 1 Former 10% Owner Common Stock 2014-01-16 4 S 0 19995092 D 0 I By Vicis Capital Master Fund Series E Warrant to purchase Common Stock .50 2014-01-16 4 S 0 10000000 D 2016-09-30 Common Stock 10000000 0 I By Vicis Capital Master Fund Series E Warrant to purchase Common Stock .50 2014-01-16 4 S 0 8000000 D 2016-08-16 Common Stock 8000000 0 I By Vicis Capital Master Fund Series A Convertible Preferred Stock .25 2014-01-16 4 S 0 500 D Common Stock 20000000 0 I By Vicis Capital Master Fund Series D Warrant to purchase Common Stock .50 2014-01-16 4 S 0 28800000 D 2015-02-24 Common Stock 28800000 0 I By Vicis Capital Master Fund Series D Warrant to purchase Common Stock .50 2014-01-16 4 S 0 8000000 D 2015-10-26 Common Stock 8000000 0 I By Vicis Capital Master Fund Series E Warrant to purchase Common Stock .50 2014-01-16 4 S 0 22064250 D 2016-06-30 Common Stock 22064250 0 I By Vicis Capital Master Fund 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. Immediately. None. Pursuant to an agreement executed on January 16, 2014, and effective as of December 31, 2013, the Issuer redeemed all securities of the Issuer held by Vicis Capital Master Fund in exchange for a 6% secured promissory note in the principal amount of $3,000,000 . /s/ Andrew Comito, Compliance Officer, Vicis Capital, LLC 2014-01-17 /s/ Andrew Comito, Authorized Representative, Vicis Capital Master Fund 2014-01-17