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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DEER VALLEY CORP [ DVLY.OB ]	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) 12/15/2008
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.001 par value per share	12/15/2008		P		20,000	A	$1.25	4,816,915	I(1)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Conv. Preferred Stock, $.01 par value per share	$0.75							(2)	(3)	Common Stock	600,000		492,500	I(1)	By Vicis Capital Master Fund
Series B Warrant to Purchase Common Stock	$2.25							(2)	03/07/2013	Common Stock	3,283,334		3,283,334	I(1)	By Vicis Capital Master Fund
Series B Warrant to Purchase Common Stock	$1.5							08/11/2006	03/07/2011	Common Stock	6,566,668		6,566,668	I(1)	By Vicis Capital Master Fund
Series E Conv. Preferred Stock, $.01 par value per share	$0							(2)	(3)	Common Stock	1,000,000		1,000,000	I(1)	By Vicis Capital Master Fund
Series F Warrant to Purchase Common Stock	$2.25							(2)	07/23/2012	Common Stock	250,000		250,000	I(1)	By Vicis Capital Master Fund
Series C Conv. Preferred Stock, $.01 par value	$0							(2)	(3)	Common Stock	2,246,300		22,463	I(1)	By Vicis Capital Master Fund
Series C Warrant to Purchase Common Stock	$0.75							(2)	01/18/2012	Common Stock	2,000,000		2,000,000	I(1)	By Vicis Capital Master Fund
Series BD Warrant to Purchase Common Stock	$1.5							(2)	01/18/2012	Common Stock	421,683		421,683	I(1)	By Vicis Capital Master Fund
Series BD Warrant to Purchase Common Stock	$2.25							(2)	01/18/2012	Common Stock	210,841		210,841	I(1)	By Vicis Capital Master Fund
Series F Warrant to Purchase Common Stock	$0.75							11/16/2006	11/16/2011	Common Stock	2,000,000		2,000,000	I(1)	By Vicis Capital Master Fund
Series F Warrant to Purchase Common Stock	$1.5							11/16/2006	11/16/2011	Common Stock	750,000		750,000	I(1)	By Vicis Capital Master Fund
Series A Warrant to Purchase Common Stock	$1.5							(2)	12/04/2011	Common Stock	364,178		364,178	I(1)	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 NY 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 NY 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. 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.

2. Immediately.

3. None.

	/s/ Andrew Comito, Compliance Officer, Vicis Capital LLC	12/16/2008
	/s/ Andrew Comito, Authorized Representative, Vicis Capital Master Fund	12/16/2008
	** 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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