- Amended Statement of Ownership (SC 13G/A)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C.  20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Stinger Systems, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

860837202

(CUSIP No.)

 

December 31, 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).

 

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**The purpose of this Amendment No. 1 is to correct the number of securities that may be deemed to be beneficially owned and the percentage of Common Stock owned by the Reporting Person that were reported on the Schedule 13G filed by the Reporting Person on February 13, 2009.  That Schedule 13G did not include shares of Common Stock underlying a warrant and convertible note owned by the Reporting Person that may be deemed to be beneficially owned by the Reporting Person, subject to certain conversion caps applicable to such warrant and convertible note that prevent the acquisition by the Reporting Person of greater than 9.99% of the Issuer’s Common Stock.  This Amendment No. 1 is not intended to, nor does it, reflect events occurring after the filing of the Schedule 13G, including the effect of the reverse stock split of the Issuer’s Common Stock, and does not modify or update the disclosures therein in any way other than as required to reflect the changes described above.

 

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CUSIP No.			860837202
	1)	Name of Reporting Persons.	Vicis Capital LLC
	2)	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)   o
		(b)   o
	3)	SEC Use Only
	4)	Citizenship or Place of Organization	Delaware

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of	5)	Sole voting power	1,980,913
Shares Bene-
ficially	6)	Shared voting power	None
Owned by
Each Report-	7)	Sole dispositive power	1,980,913
ing Person
With	8)	Shared dispositive power	None

	9)	Aggregate Amount Beneficially Owned by Each Reporting Person	1,980,913
	10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
		(See Instructions)    o
	11)	Percent of Class Represented by Amount in Row (9)	9.9%
	12)	Type of reporting person.	IA

 

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SCHEDULE 13G

VICIS CAPITAL LLC

STINGER SYSTEMS, INC.

Item 1(a)

Name of Issuer :

 

Stinger Systems, Inc.

 

Item 1(b)

Address of Issuer’s Principal Executive Offices :

 

2701 N. Rocky Point Drive, Suite 1130                                                                                                  

Tampa, FL 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

 

Item 2(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 :

 

860837202

 

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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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

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)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

(g)

o

A parent holding company or control plan, in accordance with §240.13d-1(b)(1)(ii)(G).  (Note:  See Item 7).

 

(h)

o

A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

(i)

o

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)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

 

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.  Ownership.

 

(a)

Amount Beneficially Owned :

 

All 1,980,913 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 1,980,913 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:

 

9.9%.  Based upon 20,009,230 shares of the Issuer’s Common Stock outstanding at September 30, 2008, as reported by Stinger Systems, Inc. in its Quarterly Report on Form 10-Q for the period ended September 30, 2008 on November 14, 2008.

 

(c)

Number of shares as to which such person has:

 

	(i)	Sole power to vote or to direct the vote
		1,980,913 shares.
	(ii)	Shared power to vote or to direct the vote
		None.
	(iii)	Sole power to dispose or to direct the disposition of
		1,980,913 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:   o

 

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:  February 12, 2010.

 

 

	VICIS CAPITAL LLC
	/s/ Andrew Comito
	Name: Andrew Comito
	Title: 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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