UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
DEER VALLEY CORP.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
244196101
(CUSIP No.)
DECEMBER 31, 2006
(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)
[ ] Rule 13d-1(c)
[ ] 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
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(1) NAME OF REPORTING PERSON. Vicis Capital LLC
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(2) CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP. (b) [ ]
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(3) SEC USE ONLY.
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(4) CITIZENSHIP OR PLACE
OF ORGANIZATION. Delaware
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NUMBER OF SHARES (5) SOLE VOTING POWER. 431,993
BENEFICIALLY (6) SHARED VOTING POWER. None
OWNED BY EACH (7) SOLE DISPOSITIVE POWER. 431,993
REPORTING (8) SHARED DISPOSITIVE POWER. None
PERSON WITH:
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(9) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON. 431,993
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(10) CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES. [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9). 5.45%
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(12) TYPE OF REPORTING PERSON. IA
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SCHEDULE 13G
VICIS CAPITAL LLC
DEER VALLEY CORP.
ITEM 1.
(A) NAME OF ISSUER:
Deer Valley Corp.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4902 Eisenhower Blvd., Suite 185
Tampa, FL 33634
ITEM 2.
(A) NAME OF PERSON FILING:
Vicis Capital LLC
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
126 East 56th Street, Tower 56, Suite 700
New York, NY 10022
(C) CITIZENSHIP:
Vicis Capital LLC is a Delaware limited liability company
(D) TITLE OF CLASS OF SECURITIES:
Common Stock, $0.001 par value per share
(E) CUSIP NO.:
244196101
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 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 SECTION
240.13D-1(B)(1)(II)(E).
(F) [ ] AN EMPLOYEE BENEFIT PLAN OR ENDOWMENT FUND IN ACCORDANCE WITH
SECTION 240.13D-1(B)(1)(II)(F).
(G) [ ] A PARENT HOLDING COMPANY OR CONTROL PLAN, IN ACCORDANCE WITH
SECTION 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 SECTION 240.13D-1(B)(1)(II)(J).
ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED:
431,993 shares may be deemed beneficially owned within the meaning of
Rule 13d-3 of the Securities Exchange Act of 1934 by Vicis Capital LLC
by virtue of its investment discretion and voting authority granted by
Vicis Capital Master Fund, which 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:
5.45%.
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
431,993 shares.
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
None.
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
431,993 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: February 12, 2007.
VICIS CAPITAL LLC
/s/ Keith W. Hughes
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Keith W. Hughes
Chief Financial Officer
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