UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest~~ ~~event~~1934 ~~reported): December 21, 2009~~

Date of Report (Date of earliest event reported): November 17, 2009

CERTIFIED DIABETIC SERVICES, INC.

(Exact ~~Name~~name of Registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware		000-53628		65-0765452
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

Commission file number: 000-53628

10061 Amberwood Road, Ft. Myers, Florida		33913
Delaware		65-0765452
(Address of principal executive offices)		(Zip code)
(State or other jurisdiction ofincorporation or organization)		(I.R.S. Employeridentification no.)

Airport Woods Commerce Center

10061 Amberwood Road

Ft. Myers, Florida 33913

(Address of principal executive offices)

(239) 430-5000

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

Check the appropriate box below of if the Form 8-K ~~if the~~ filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General instruction A.2. below)~~:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)(b))

¨ Pre- commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

~~Item 8~~ITEM 3.0102 ~~Other~~SALE ~~Events~~OF UNREGISTERED SECURITIES.

AsOn ~~previously reported in the Company’s 10-Q for the quarter ended September~~November 3017, 2009, ~~on September 20, 2009,~~ the ~~Company received~~Registrant ~~notification~~completed ~~from~~a ~~the~~private ~~National~~placement ~~Supplier~~and ~~Clearinghouse~~issued (~~“NSC”~~a) Series ~~that~~E ~~the~~Convertible ~~Company’s~~Preferred ~~wholly-owned~~Stock ~~subsidiary,~~having ~~Certified~~an ~~Diabetic~~aggregate ~~Supplies,~~stated ~~Inc.,~~value ~~had~~of ~~allegedly~~$550,000, ~~violated~~(b) Series ~~Medicare~~5 ~~Supplier~~Warrants ~~Standard~~exercisable, ~~Numbers~~in 1,the 2aggregate, for 5,500,000 7shares ~~and~~of ~~19.~~Common ~~The~~Stock, ~~NSC suspended~~and ~~the~~(c) Series ~~Company’s~~6 ~~Medicare~~Warrants ~~provider number on October 18~~exercisable, ~~2009~~in ~~pending a response to these allegations from~~ the ~~Company.~~aggregate, Onfor ~~October 14~~5, ~~2009~~500,000 ~~the~~shares ~~Company~~of ~~filed~~Common aStock. ~~Corrective~~The ~~Action~~stated ~~Plan~~value ~~(“CAP”)~~of ~~with~~ the ~~NSC~~Series ~~stating~~E ~~that the~~Convertible ~~subject~~Preferred ~~companies~~Stock ~~have~~converts ~~always~~into ~~been~~Common ~~compliant~~Stock ~~with~~at ~~Supplier~~a ~~Standard~~conversion ~~Numbers~~price 1,of five 2,cents 5,($0.05) 7per ~~and 19~~share. OnThe ~~December 21,~~Series ~~2009,~~5 ~~the~~Warrants ~~Company~~have ~~received~~an ~~the~~exercise ~~Reconsideration~~price ~~Decision~~of ~~from~~ten ~~the~~cents ~~NSC,~~($.10) ~~which~~and ~~found, after review of~~ the ~~Company’s~~Series ~~CAP,~~6 ~~that the~~Warrants ~~Company~~have ~~had~~an ~~complied~~exercise ~~with~~price ~~Supplier~~of ~~Standard~~fifteen ~~Numbers~~cents 2,($.15). 7The ~~and~~total ~~19,~~cash ~~but~~paid ~~had~~for ~~failed~~such tosecurities ~~comply~~was ~~with Supplier Standard Numbers 1 and 5~~$550,000.

~~Supplier~~The ~~Standard~~issuance ~~Number~~of 1such ~~states~~securities ~~that~~were aexempt ~~supplier~~from ~~must~~the ~~“operate~~registration ~~and~~requirements ~~furnish~~of ~~Medicare~~the ~~covered~~Securities ~~items~~Act inof ~~compliance~~1933, ~~with~~as ~~all~~amended, ~~applicable~~pursuant ~~Federal~~to Section 4(2) ~~and~~of ~~State~~the ~~licensure~~Act ~~and~~for ~~regulatory~~transactions ~~requirements.”~~not ~~The~~involving ~~NSC~~a ~~asserts~~public ~~that~~offering ~~the~~and ~~Company violated~~Rule ~~Supplier~~506 ~~Standard~~promulgated ~~Number~~by 1the ~~when~~United itStates ~~provided~~Securities ~~certain~~and ~~durable~~Exchange ~~medical~~Commission ~~equipment~~under ~~(other~~the ~~than~~Securities ~~diabetic~~Act ~~supplies)~~of to1933, ~~Medicare~~as ~~beneficiaries~~amended. inSuch ~~Florida~~securities ~~without~~were issued to a ~~Home~~single institutional ~~Medical~~investor. ~~Equipment~~THIS ~~license,~~INFORMATION ~~which~~CONTAINED isHEREIN ~~required~~DOES ~~pursuant~~NOT toCONSTITUTE ~~§400.93, Florida~~AN ~~Statutes.~~OFFER ~~The~~TO ~~Company~~SELL ~~believes~~OR itTHE ~~complied~~SOLICITATION ~~with~~OF ~~Supplier~~AN ~~Standard~~OFFER ~~Number~~TO 1PURCHASE asSECURITIES. ofTHE ~~the~~SECURITIES ~~date~~REFERENCED ofHEREIN ~~the~~HAVE ~~revocation~~NOT ofBEEN ~~its~~REGISTERED ~~Medicare~~UNDER ~~provider~~THE ~~number~~SECURITIES ~~(October~~ACT 18OF 1933, ~~2009)~~AS AMENDED, asAND itMAY ~~held~~NOT ~~all~~BE ~~required~~OFFERED ~~licenses~~OR ~~prior~~SOLD toIN ~~October 18,~~THE ~~2009~~UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS.

~~Supplier~~Midtown ~~Standard~~Partners & ~~Number~~Co., 5LLC ~~states~~(“Midtown ~~that~~Partners”), a ~~supplier~~FINRA ~~must~~registered ~~“advise~~broker ~~beneficiaries~~dealer, ~~that~~acted ~~they~~as ~~may~~placement ~~either~~agent ~~rent~~for ~~or purchase inexpensive or routinely purchased durable medical equipment and of~~ the ~~purchase~~Registrant ~~option~~in ~~for~~connection ~~capped~~with ~~rental durable medical equipment.” The NSC asserts that~~ the ~~Company~~issuance ~~failed to notify its customers~~ of ~~this~~the ~~option.~~Series ~~The~~E ~~Company believes it~~Preferred ~~complied~~Stock, ~~with~~Series ~~Supplier Standard Number~~ 5, asWarrants itand ~~had~~Series ~~not~~6 ~~sold~~Warrants. ~~any~~Midtown ~~items~~Partners’ ~~which~~corporate ~~are~~office ~~subject~~is tolocated ~~the~~in ~~Medicare capped rental requirements as of the date of revocation (October 18~~Tampa, ~~2009)~~Florida. ~~Further,~~Additional ~~the~~information ~~Company~~about ~~has~~Midtown aPartners ~~policy~~can ~~in place to advise beneficiaries that any item which is subject to such capped rental requirements may~~ be ~~either~~found ~~rented~~at ~~or purchased~~http://www.midtownpartners.com

~~The~~In ~~Company~~connection ~~continues~~with ~~to vigorously~~the ~~dispute~~offering ~~the~~of ~~allegations~~such ~~that~~securities, itthe ~~violated~~broker-dealer ~~Supplier~~was ~~Standards~~paid 1aggregate ~~and~~cash 5commission ~~and~~equal isto ~~evaluating~~$44,000. ~~its~~In ~~options~~addition, inthe broker-dealer ~~light~~received of(a) a ~~the~~Common ~~Reconsideration~~Stock ~~Decision.~~Purchase ~~The~~Warrant ~~Company~~exercisable isfor ~~entitled~~880,000 toshares ~~appeal~~of the ~~Reconsideration~~Registrant’s ~~Decision~~Common ~~with~~Stock at an ~~Administrative~~exercise ~~Law~~price ~~Judge~~ of five cents (~~“ALJ”)~~$.05) Ifper share, (b) a Common Stock Purchase Warrant exercisable for 440,000 shares of the ~~Company~~Registrant’s ~~requests~~Common Stock at an ~~ALJ~~exercise ~~hearing~~price of ten (10) cents per share, and (c) a ~~decision~~Common ~~must~~Stock bePurchase ~~rendered~~Warrants ~~within~~exercisable ~~180~~for ~~days~~440,000 shares of the ~~submission~~Registrant’s Common Stock at an exercise price of fifteen cents ($.15) per share.

~~As the~~The ~~Company’s~~issuance ~~Medicare provider number has not been reinstated as~~ of the ~~date~~above ofreferenced ~~this~~warrants ~~filing, the Company has been unable~~ to ~~bill Medicare for~~ the ~~products~~broker itdealers ~~has~~was ~~shipped~~exempt tofrom ~~its customers since October 18, 2009. As~~ the ~~Company derives~~ ~~approximately~~registration ~~60%~~requirements of ~~its~~the ~~gross~~Securities ~~revenue~~Act ~~from~~of ~~the Medicare system~~1933, ~~the~~as ~~Company’s ability to bill Medicare for its services is critical to its financial condition. If the Company’s CAP is ultimately accepted~~amended, ~~the~~pursuant ~~Company’s billing privileges may be retroactively reinstated~~ to ~~October~~Section ~~18,~~4(2) ~~2009.~~of ~~If, however,~~ the ~~Company’s~~Act ~~CAP~~for istransactions not ~~accepted,~~involving ~~the~~a ~~Company’s~~public ~~financial~~offering ~~condition~~and ~~will~~Rule ~~suffer~~506 ~~significantly.~~promulgated ~~Further,~~by ~~even if~~ the ~~CAP~~United isStates ~~accepted,~~Securities ~~but~~and itExchange ~~takes~~Commission aunder the ~~substantial~~Securities ~~period~~Act of ~~time to review the CAP prior to its acceptance~~1933, oras ifamended. ~~the~~Such ~~CAP~~securities iswere ~~approved,~~issued ~~but~~only ~~the Company’s billing privileges are not retroactively reinstated~~ to ~~October 18,~~accredited ~~2009, the Company’s cash flow, liquidity and overall financial condition will be significantly impaired~~investors.

ITEM 5.03

AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

Effective November 17, 2009, the Registrant amended its Articles of Incorporation to (a) authorize 550,000 shares of Series E Convertible Preferred Stock, and (b) establish the designations, rights and preferences for the Series E Convertible Preferred Stock.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(c)

Exhibits.


*3.1		Certificate of Amendment to Certificate of Incorporation, Certificate of Designation, Preferences, and Rights of Series E Convertible Preferred Stock, effective as of November 17, 2009.

*10.1		Securities Purchase Agreement dated November 17, 2009, by and between Registrant and each of the persons that purchased the Securities issued by the Registrant.

*10.2		Form of Series 5 Common Stock Purchase Warrant issued on November 17, 2009

*10.3		Form of Series 6 Common Stock Purchase Warrant issued on November 17, 2009

*10.4		Form of the Common Stock Purchase Warrants issued to broker dealer in connection with the offering of the Securities

*	Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

CERTIFIED DIABETIC SERVICES, INC. By: /s/ LOWELL M. FISHER, JR. Lowell M. Fisher, Jr., Chief Executive Officer


Date: January 5, 2010	Certified Diabetic Services, Inc.

	By:	/S/ LOWELL FISHER
		Lowell Fisher,
		Chief Executive Officer and President

Dated: December 30, 2009

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