SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

WALL CHRISTOPHER HAROLD

(Last)

(First)

(Middle)

20 W. 55TH STREET, 5TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/21/2009

3. Issuer Name and Ticker or Trading Symbol
OCEAN SMART, INC. [ OCSM.OB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ($0.001 par value)	2,277,879	I	By Vision Opportunity Master Fund, Ltd.⁽¹⁾
Common Stock ($0.001 par value)	673,241	I	By Vision Capital Advantage Fund, L.P.⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock ($0.001 par value)	4,192,280	$0.75	I	By Vision Opportunity Master Fund, Ltd.⁽¹⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock ($0.001 par value)	1,156,522	$1.15	I	By Vision Opportunity Master Fund, Ltd.⁽¹⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock ($0.001 par value)	577,258	$1.2	I	By Vision Opportunity Master Fund, Ltd.⁽¹⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock ($0.001 par value)	9,814,050	$0.8	I	By Vision Opportunity Master Fund, Ltd.⁽¹⁾
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock ($0.001 par value)	1,239,052	$0.75	I	By Vision Capital Advantage Fund, L.P.⁽²⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock ($0.001 par value)	339,130	$1.15	I	By Vision Capital Advantage Fund, L.P.⁽²⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock ($0.001 par value)	170,612	$1.2	I	By Vision Capital Advantage Fund, L.P.⁽²⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock ($0.001 par value)	2,900,600	$0.8	I	By Vision Capital Advantage Fund, L.P.⁽²⁾

Explanation of Responses:

1. The reported securities are owned directly by Vision Opportunity Master Fund, Ltd. (the "Fund"). Mr. Wall disclaims beneficial ownership of all securities reported herein, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Wall is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.

2. The reported securities are owned directly by Vision Capital Advantage Fund, L.P. (the "VCAF"). Mr. Wall disclaims beneficial ownership of all securities reported herein, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Wall is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.

3. The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. Neither the Fund nor VCAF, as the case may be, may acquire shares of Common Stock upon conversion of the Series A Convertible Preferred Stock to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund, VCAF and their respective affiliates would exceed 9.9% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion can be waived at any time by the Fund or VCAF upon 61 days notice.

4. The Series B Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. Neither the Fund nor VCAF, as the case may be, may acquire shares of Common Stock upon conversion of the Series B Convertible Preferred Stock to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund, VCAF and their respective affiliates would exceed 9.9% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion can be waived at any time by the Fund or VCAF upon 61 days notice.

5. The Series C Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. Neither the Fund nor VCAF, as the case may be, may acquire shares of Common Stock upon conversion of the Series C Convertible Preferred Stock to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund, VCAF and their respective affiliates would exceed 4.99% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion can be waived at any time by the Fund or VCAF upon 61 days notice.

6. The Series D Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. Neither the Fund nor VCAF, as the case may be, may acquire shares of Common Stock upon conversion of the Series D Convertible Preferred Stock to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund, VCAF and their respective affiliates would exceed 9.9% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion can be waived at any time by the Fund or VCAF upon 61 days notice.

Remarks:

This report is filed by Christopher Wall, a consultant to the Investment Manager of the Fund and VCAF. On May 21, 2009, Mr. Wall was appointed as a director of the Issuer by the Fund and VCAF pursuant to certain contractual rights. The Fund and VCAF may also be deemed a director by virtue of their relationship to Mr. Wall.

	/s/ Christopher Wall	06/15/2009
	** 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 5 (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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