|
x
|
Rule
13d-1(b)
|
|
o
|
Rule
13d-1(c)
|
|
o
|
Rule
13d-1(d)
|
|
CUSIP
No
|
78465L206
|
|||||
|
(1)
|
Name
of reporting person.
|
Vicis
Capital LLC
|
||||
|
(2)
|
Check
the appropriate box if a member of a group.
|
(a)
o
(b)
o
|
||||
|
(3)
|
SEC
use only.
|
|||||
|
(4)
|
Citizenship
or place of organization.
|
Delaware
|
||||
|
Number
of shares
|
(5)
|
|
Sole
voting power.
|
1,320,000
|
||
|
beneficially
|
(6)
|
|
Shared
voting power.
|
None
|
||
|
owned
by each
|
(7)
|
|
Sole
dispositive power.
|
1,320,000
|
||
|
reporting
|
(8)
|
|
Shared
dispositive power.
|
None
|
||
|
person
with:
|
|
|||||
|
(9)
|
Aggregate
amount beneficially owned by each reporting
person.
|
1,320,000
|
||||
|
|
||||||
|
(10)
|
Check if the aggregate amount in Row (9) excludes certain shares. o |
|
||||
|
|
||||||
|
(11)
|
Percent
of class represented by amount in Row (9).
|
6.63%
|
||||
|
|
||||||
|
(12)
|
Type
of reporting person
|
IA
|
||||
|
Item
1.
|
|||
|
(a)
|
Name
of Issuer:
|
||
|
SP
Holding Corporation
|
|||
|
(b)
|
Address
of Issuer’s Principal Executive Offices:
|
||
|
3317
Third Ave., South
|
|||
|
Seattle,
Washington 98134
|
|||
|
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.:
|
||
|
78465L206
|
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check
whether the person filing is
a:
|
||
|
|
|||
|
(a)
|
o
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
||
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
|
|
(c)
|
o
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
||
|
(d)
|
o
|
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
§240.13d-1(b)(1)(ii)(E).
|
|
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
|
|
|
||
|
(g)
|
o
|
A
parent holding company or control plan, in accordance with §240.13d-1(b)(1)(ii)(G).
(Note: See Item 7).
|
|
|
|
|
||
|
(h)
|
o
|
A
savings association as defined in section 3(b) of the Federal Deposit
Insurance
Act (12 U.S.C. 1813).
|
|
|
|
|
||
|
(i)
|
o
|
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)
|
o
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
|
Item
4.
|
|
Ownership.
|
|
|
(a)
|
Amount
Beneficially Owned:
|
||
|
1,320,000
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.
|
|||
|
|
(b)
|
Percent
of Class:
|
||
|
|
|
6.63%.
Based upon 19,912,664 shares outstanding at March 28, 2007,
as reported by
SP Holding Corporation in its 10-KSB for the year ended December
31,
2006.
|
||
|
|
|
|
|
|
|
|
(c)
|
Number
of shares as to which such person has:
|
||
|
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
|
|
|
|
|
|
|
|
|
|
1,320,000
shares.
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
|
|
|
|
None.
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
|
|
|
|
|
1,320,000
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:
o
|
|
|
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. |
|
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.
|
| VICIS CAPITAL LLC | ||
| |
|
|
| By: | /s/ Keith W. Hughes | |
|
Chief
Financial Officer
|
||