(Date of
Event Which Requires Filing of This Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[ X
] Rule
13d-1(b)
[ ] 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
disclosure 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).
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)
[
]
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b)
[
]
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c)
[
]
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d)
[
]
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)
[
]
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
(g)
[
]
A
parent holding company or control plan, in accordance with
§240.13d-1(b)(1)(ii)(G). (Note: See Item
7).
(h)
[
]
A
savings association as defined in section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
(i)
[
]
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)
[
]
A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J).
(k)
[
]
Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
Item
4. Ownership.
(a)
Amount Beneficially
Owned:
All
4,525,969 shares reported on this Schedule are held directly by Vicis Capital
Master Fund, for which Vicis Capital LLC acts as investment
advisor. Vicis Capital LLC may be deemed to beneficially
own such 4,525,969 shares within the meaning of Rule 13d-3 of
the Securities Exchange Act of 1934, as amended, by virtue of the voting
and dispositive power over such shares granted by Vicis Capital Master
Fund to Vicis Capital LLC. The voting and dispositive power
granted to Vicis Capital LLC by Vicis Capital Master Fund may be
revoked at any time. Vicis Capital
LLC disclaims beneficial ownership of any shares reported on this
Schedule.
-4-
(b)
Percent of
Class:
9.5%. Based
upon 47,848,922 shares
of the Issuer’s Common Stock outstanding at March 15, 2008, as reported by
Interlink Global Corporation in its Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2007 filed on April 15,2008.
(c)
Number of shares as to
which such person has:
(i)
Sole
power to vote or to direct the vote
4,525,969
shares.
(ii)
Shared
power to vote or to direct the vote
None.
(iii)
Sole
power to dispose or to direct the disposition
of
4,525,969
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.
-5-
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.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.