OMB APPROVAL

UNITED STATES

OMB Number:      3235-0145

SECURITIES AND EXCHANGE COMMISSION

Expires      February 28, 2009

Washington, D.C. 20549

Estimated average burden

hours per response..........10.4

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 141728105

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Hill, Thompson, Magid & Co., Inc. (“Hill Thompson”)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
New York

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
1,167,958

6.

Shared Voting Power
0

7.

Sole Dispositive Power
1,167,958

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,167,958

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.1%

12.

Type of Reporting Person (See Instructions)
BD

Item 1.

(a)

Name of Issuer
Careside, Inc.

(b)

Address of Issuer’s Principal Executive Offices
6100 Bristol Parkway

Culver City, CA 90230

Item 2.

(a)

Name of Person Filing
Hill, Thompson, Magid & Co., Inc.

(b)

Address of Principal Business Office or, if none, Residence
15 Exchange Place, Suite 800
Jersey City, NJ 07302

(c)

Citizenship
New York

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
141728105

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)

x

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 of 1940 (15 U.S.C 80a-8).

(e)

o

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 person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations 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

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

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.

(a)

Amount beneficially owned:

Hill Thompson acquired and held beneficial ownership of more than 5% of the class of equity securities  as of December 31, 2006.  The reported share amounts reflect amounts beneficially owned by the reporting person as of December 31, 2008.

The percentage disclosed in Item 11 of the Cover Page is calculated based upon 19,066,316 shares of the issuer’s common stock outstanding, which is the total number of shares issued and outstanding as reported in the issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2002 and filed with the Securities and Exchange Commission on November 19, 2002.

(b)

Percent of class:

See Item 11 of the Cover Page to this Schedule 13G.

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote

1,167,958

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

1,167,958

(iv)

Shared power to dispose or to direct the disposition of

0

Item 5.

Ownership of Five Percent of Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person as 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

Not applicable.

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.

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.

Dated: February 17, 2009

HILL, THOMPSON, MAGID & CO., INC.

*/s/  Sam Guidetti

Signature

Sam Guidetti/Authorized Signatory

Name/Title