SEC FORM 4

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

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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

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMACORE GROUP, INC. [ ACGI.OTC ]

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)
12/31/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, $0.001 par value per share	12/31/2008		P		785,200	A	$0.1043⁽³⁾	35,880,900	I⁽¹⁾	By Vicis Capital Master Fund
Class A Common Stock, $0.001 par value per share	12/31/2008		C⁽⁶⁾		775,337,600	A	⁽⁶⁾	811,218,500	I⁽¹⁾	By Vicis Capital Master Fund
Class A Common Stock, $0.001 par value per share	12/31/2008		C⁽⁶⁾		77,910,450	A	⁽⁶⁾	889,128,950	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series I Convertible Preferred Stock	$5	12/31/2008		J⁽⁴⁾⁽⁵⁾		250		⁽²⁾	07/15/2011	Class A Common Stock	500,000	⁽⁴⁾⁽⁵⁾	850	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to purchase Class A Common Stock	$0.375	12/31/2008		J⁽⁴⁾⁽⁵⁾		28,125,000		⁽²⁾	12/31/2013	Class A Common Stock	28,125,000	⁽⁴⁾⁽⁵⁾	28,125,000	I⁽¹⁾	By Vicis Capital Master Fund
Series D Convertible Preferred Stock	$0.01	12/31/2008		J⁽⁴⁾⁽⁵⁾			694.6	⁽²⁾	07/15/2011	Class A Common Stock	694,600,000	⁽⁴⁾⁽⁵⁾	0	I⁽¹⁾	By Vicis Capital Master Fund
Series J Convertible Preferred Stock	$0.01	12/31/2008		J⁽⁴⁾⁽⁵⁾		775.34		⁽²⁾	07/15/2011	Class A Common Stock	775,337,600	⁽⁴⁾⁽⁵⁾	775.34	I⁽¹⁾	By Vicis Capital Master Fund
Series J Convertible Preferred Stock	$0.01	12/31/2008		C⁽⁶⁾			775.34	⁽²⁾	07/15/2011	Class A Common Stock	775,337,600	⁽⁶⁾	0	I⁽¹⁾	By Vicis Capital Master Fund
Series E Convertible Preferred Stock	$0.02	12/31/2008		J⁽⁴⁾⁽⁵⁾			139	⁽²⁾	07/15/2011	Class A Common Stock	69,500,000	⁽⁴⁾⁽⁵⁾	0	I⁽¹⁾	By Vicis Capital Master Fund
Series K Convertible Preferred Stock	$0.02	12/31/2008		J⁽⁴⁾⁽⁵⁾		155.82		⁽²⁾	07/15/2011	Class A Common Stock	77,910,450	⁽⁴⁾⁽⁵⁾	155.82	I⁽¹⁾	By Vicis Capital Master Fund
Series K Convertible Preferred Stock	$0.02	12/31/2008		C⁽⁶⁾			155.82	⁽²⁾	07/15/2011	Class A Common Stock	77,910,450	⁽⁶⁾	0	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to purchase Class A Common Stock	$0.375							⁽²⁾	10/06/2013	Class A Common Stock	22,500,000		22,500,000	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to purchase Class A Common Stock	$0.375							⁽²⁾	09/30/2013	Class A Common Stock	45,000,000		45,000,000	I⁽¹⁾	By Vicis Capital Master Fund
Series G Convertible Preferred Stock	$5							⁽²⁾	07/15/2011	Class A Common Stock	2,400,000		1,200	I⁽¹⁾	By Vicis Capital Master Fund
Series H Convertible Preferred Stock	$5							⁽²⁾	07/15/2011	Class A Common Stock	800,000		400	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to purchase Class A Common Stock	$1.25							⁽²⁾	08/10/2009	Class A Common Stock	400,000		400,000	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to purchase Class A Common Stock	$0.375							⁽²⁾	03/13/2013	Class A Common Stock	45,000,000		45,000,000	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to purchase Class A Common Stock	$0.375							⁽²⁾	04/30/2013	Class A Common Stock	22,500,000		22,500,000	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to purchase Class A Common Stock	$0.375							⁽²⁾	06/02/2013	Class A Common Stock	45,000,000		45,000,000	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

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

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. This amount represents the weighted average transaction price for the transactions reported on this line. The actual transaction prices ranged from $0.10 to $0.11. The reporting person hereby agrees to provide, upon request by the SEC staff, by the Issuer, or by any security holder of the Issuer, full information regarding the number of shares purchased by Vicis Capital Master Fund at each separate price.

4. On December 31, 2008 Vicis Capital Master Fund and the Issuer completed a transaction whereby: the Issuer received (a) $2,500,000; (b) the surrender by Vicis Capital Master Fund of 694.6 shares of the Issuer's Series D Convertible Preferred Stock and all accrued but unpaid dividends with respect to such Series D Convertible Preferred Stock; (c) the surrender by Vicis Capital Master Fund of 139 shares of the Issuer's Series E Convertible Preferred Stock and all accrued but unpaid dividends with respect to such Series E Convertible Preferred Stock; (d) the waiver by Vicis Capital Master Fund of certain anti-dilution rights with respect to certain warrants and certain shares of the Issuer's preferred stock held by Vicis Capital Master Fund that would be triggered in connection with this transaction; and [this footnote continues in Footnote 5]

5. [this footnote is continued from Footnote 4] (e) the amendment to certain warrants held by Vicis Capital Master Fund whereby Vicis Capital Master Fund agreed to the removal of certain rights of redemption in the event of a change in control of the Issuer; and Vicis Capital Master Fund received (w) 250 shares of the Issuer's Series I Convertible Preferred Stock with a mandatory conversion date of July 15, 2011; (x) a warrant to purchase 28,125,000 shares of the Issuer's Class A Common Stock with an expiration date of December 31, 2013 and an exercise price of $5.00; (y) 775.34 shares of the Issuer's Series J Convertible Preferred Stock; and (z) 155.82 shares of the Issuer's Series K Convertible Preferred Stock.

6. On December 31, 2008 Vicis Capital Master Fund converted 775.34 shares of Series J Convertible Preferred Stock into Class A Common Stock at a conversion price of $0.01 per share, resulting in the acquisition of 775,337,600 shares of Class A Common Stock, and converted 155.82 shares of Series K Convertible Preferred Stock into Class A Common Stock at a conversion price of $0.02, resulting in the acquisition of 77,910,450 shares of Class A Common Stock.

	/s/ Andrew Comito, Compliance Officer, Vicis Capital LLC	01/05/2009
	/s/ Andrew Comito, Authorized Representative, Vicis Capital Master Fund	01/05/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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