0001553350-14-000128.txt : 20140210 0001553350-14-000128.hdr.sgml : 20140210 20140210163337 ACCESSION NUMBER: 0001553350-14-000128 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140210 DATE AS OF CHANGE: 20140210 GROUP MEMBERS: EZIO DA FONSECA GROUP MEMBERS: PHOENIX INVESTMENT FUND, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DS HEALTHCARE GROUP, INC. CENTRAL INDEX KEY: 0001463959 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 208380461 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86927 FILM NUMBER: 14589514 BUSINESS ADDRESS: STREET 1: 1601 GREEN ROAD CITY: POMPANO BEACH STATE: FL ZIP: 33064 BUSINESS PHONE: 888-404-7770 MAIL ADDRESS: STREET 1: 1601 GREEN ROAD CITY: POMPANO BEACH STATE: FL ZIP: 33064 FORMER COMPANY: FORMER CONFORMED NAME: Divine Skin Inc. DATE OF NAME CHANGE: 20090512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Phoenix Investment Fund Inc. CENTRAL INDEX KEY: 0001559221 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WINTERBOTHAM PLACE, MARLBOROUGH & QUEEN STREET 2: PO BOX N-3026 CITY: NASSAU STATE: C5 ZIP: 00000 BUSINESS PHONE: 55 22 35462943 MAIL ADDRESS: STREET 1: EST DAS CANOAS 320 CITY: RIO DE JANEIRO STATE: D5 ZIP: 22610210 SC 13G/A 1 dskx_sc13g.htm SC 13G/A Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13G


(Rule 13d-102)

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 and 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*


DS HEALTHCARE GROUP, INC.

(Name of Issuer)


Common Stock, par value $0.001

(Title of Class of Securities)


23336Q109

(CUSIP Number)



December 31, 2013

(Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the Rule pursuant to which this Schedule is filed:


 

 Rule 13d-1(b)

 

 

ü

 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 disclosures 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. 23336Q109                                             13G                                             Page 2 of 7 Pages




1

 

 

 

NAME OF REPORTING PERSONS


PHOENIX INVESTMENT FUND, INC.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

 

 

 

(b)

ü

 

 

 

3

 

 

SEC USE ONLY


 

4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION


Common Wealth of the Bahamas

 

 

                              

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5

SOLE VOTING POWER


0

 

6

SHARED VOTING POWER


1,052,303 shares of common stock*

 

7

SOLE DISPOSITIVE POWER


0

 

8

SHARED DISPOSITIVE POWER


1,052,303 shares of common stock*

 

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


1,052,303 shares of common stock*

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 

 

 

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


7.64%*

 

12

 

 

TYPE OF REPORTING PERSON


CO

 


*As of December 31, 2013.  Based on 13,768,326 shares of common stock outstanding as of November 12, 2013, as reported by the Issuer in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 filed by the Issuer with the Securities Exchange Commission on November 14, 2013.



CUSIP No. 23336Q109                                             13G                                             Page 3 of 7 Pages




1

 

 

 

NAME OF REPORTING PERSONS


EZIO DA FONSECA

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

 

 

 

(b)

ü

 

 

 

3

 

 

SEC USE ONLY


 

4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION


Brazil

 

 

                              

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5

SOLE VOTING POWER


0

 

6

SHARED VOTING POWER


1,052,303 shares of common stock*

 

7

SOLE DISPOSITIVE POWER


0

 

8

SHARED DISPOSITIVE POWER


1,052,303 shares of common stock*

 

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


1,052,303 shares of common stock*

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 

 

 

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


7.64%*

 

12

 

 

TYPE OF REPORTING PERSON


IN

 


*As of December 31, 2013.  Based on 13,768,326 shares of common stock outstanding as of November 12, 2013, as reported by the Issuer in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 filed by the Issuer with the Securities Exchange Commission on November 14, 2013.






CUSIP No. 23336Q109                                             13G                                             Page 4 of 7 Pages




Item 1(a).

Name of Issuer


DS Healthcare Group, Inc.


Item 1(b).

Address of Issuer’s Principal Executive Offices


1601 Green Road, Pompano Beach, Florida, 33064.


Item 2(a) and 2(b).

Name of Person Filing and Address of Principal Office



This Schedule 13G is filed by and on behalf of:


(i) Phoenix Investment Fund, Inc. (“Phoenix”) with respect to shares of common stock, par value $0.001 per share, of DS Healthcare Group, Inc. (“Common Stock”) directly held by it; and


(ii) Ezio da Fonseca who serves as managing director of Phoenix with respect to the shares of Common Stock directly held by Phoenix. Phoenix and Mr. da Fonseca are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.   


The business address of the Reporting Persons is Winterbotham Place, Marlborough & Queen Streets, Nassau, Bahamas.


Item 2(c).

Citizenship


Phoenix is a Bahamian corporation

Mr. da Fonseca is a resident of Brazil


Item 2(d).

Title of Class of Securities


Common Stock, $.001 par value per share


Item 2(e).

CUSIP No.


23336Q109


Item 3.

If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b), Check Whether the Person Filing Is a:


Not applicable.




CUSIP No. 23336Q109                                             13G                                             Page 5 of 7 Pages



Item 4.

Ownership


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


Phoenix


(a)

Amount Beneficially Owned: 1,052,303 shares of Common Stock held by Phoenix.


(b)

Percent of Class:  7.64%


(c)

Number of shares as to which such person has:


(i)

Sole power to vote or to direct the vote   0


(ii)

Shared power to vote or to direct the vote   1,052,303 shares


(iii)

Sole power to dispose or to direct the disposition of    0


(iv)

Shared power to dispose or to direct the disposition of   1,052,303 shares


Ezio da Fonseca


(a)

Amount Beneficially Owned: 1,052,303 shares of Common Stock held by Phoenix.


(b)

Percent of Class:   7.64%


(c)

Number of shares as to which such person has:


(i)

Sole power to vote or to direct the vote   0


(ii)

Shared power to vote or to direct the vote   1,052,303 shares


(v)

Sole power to dispose or to direct the disposition of    0


(vi)

Shared power to dispose or to direct the disposition of    1,052,303 shares


Item 5.

Ownership of Five Percent or Less of a Class


Not Applicable.


Item 6.

Ownership of More Than Five Percent on Behalf of Another Person


Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, in excess of 5% of the total outstanding Common Stock.



Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company


Not Applicable.


Item 8.

Identification and Classification of Members of the Group


Not Applicable.




CUSIP No. 23336Q109                                             13G                                             Page 6 of 7 Pages



Item 9.

Notice of Dissolution of Group


Not Applicable.


Item 10.

Certifications


By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.





CUSIP No. 23336Q109                                             13G                                             Page 7 of 7 Pages



SIGNATURE


After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date:  February 10, 2014


 

 

PHOENIX INVESTMENT FUND, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ EZIO DA FONSECA

 

 

 

EZIO DA FONSECA

 

 

Its:

Managing Director  


 

 

 

 

 

/s/ EZIO DA FONSECA

 

 

EZIO DA FONSECA