INBI Infusion Brands International Inc (CE)

CUSIP No. 45685W106

Item 1. Security and Issuer

The securities to which this Schedule 13D (the "Schedule") relates are shares of common stock, par value $0.00001 per share (the "Common Stock"), of Infusion Brands International, Inc. (the "Issuer"). The address of the Issuer's principal executive offices is 14375 Myerlake Circle, Clearwater, FL 33760 .

Item 2. Identity and Background

Pursuant to General Instruction C of Schedule 13D, the following information is being provided with respect to each member of Vicis (the "Insiders"):

Members of Vicis Capital, LLC

The business address of each of the Insiders is 445 Park Avenue, Suite 1043, New York, NY 10022. To Vicis's knowledge, each of the Insiders is a United States citizen, and none of the Insiders has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any Insider been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The Fund previously acquired (a) 138,502,441 shares of Common Stock; (b) a warrant to purchase 97,606,276 shares of Common Stock (the "2009 Warrant"), with respect to which 70,000,000 shares of Common Stock underlying the 2009 Warrant have not yet been exercised; (c) 11,500,000 shares of the Issuer's Series G Convertible Preferred Stock, convertible into 115,000,000 shares of Common Stock and having a mandatory redemption date of June 30, 2015 (the "Series G Preferred Stock"); and (d) certain warrants to purchase 115,000,000 shares of Common Stock that are exercisable immediately (such warrants together with the 2009 Warrant, the "Warrants").

On July 3, 2013, the Fund and the Issuer entered into an Omnibus Amendment pursuant to which, among other matters, the Fund granted to the Issuer an option to redeem all securities of the Issuer held by the Fund as of the date thereof at any time on or before June 30, 2014, for a redemption price of $12 million, and the Fund consented to the amendment of the Certificate of Designations designating the terms of the Series G Preferred Stock in order in part to (1) permit the Issuer at the Issuer’s sole discretion to declare and pay the Dividend (as defined below) in lieu of paying the holder of the Series G Preferred Stock certain amounts owed under the Series G Preferred Stock and (2) extend the mandatory redemption date to June 30, 2015. On July 15, 2013, in accordance with the Certificate of Designations designating the terms of the Series G Preferred Stock (as amended and restated, the “Certificate of Designations”), the Board of the Issuer declared a dividend (the “Dividend”) of 440,000,000 shares of Common Stock in the aggregate in respect of the Series G Preferred Stock to the Fund, as the sole holder thereof. The Dividend was declared in lieu of and in complete satisfaction of all amounts owed to the Fund as of June 30, 2013, as Additional Dividend, Special Preferred Distribution, accrued but unpaid Quarterly Preferred Dividends (as each of those terms is defined in the Certificate of Designations), and any interest accrued with respect to the foregoing relating to the shares of Series G Preferred Stock held by the Fund. The descriptions of the Certificate of Designations and the Omnibus Amendment are necessarily limited and each is qualified in its entirety by reference to such Certificate and such Amendment filed as an Exhibit to this Schedule.

As a result, Vicis is deemed to beneficially own 878,502,441 shares of Common Stock.

Item 4. Purpose of Transaction.

The Fund is deemed to own approximately 95.3% of the Issuer's outstanding Common Stock. Vicis, on behalf of the Fund, acquired the Common Stock for investment purposes in the ordinary course of its business pursuant to specified investment objectives of the Fund.

On August 10, 2012, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Ronco Holdings, Inc., a Delaware corporation ("Ronco"), CD3 Holdings, Inc., the holder of all of the issued and outstanding common stock of Ronco ("CD3"), Ronco Brands, Inc., a Nevada corporation, the Issuer's newly formed wholly owned subsidiary ("Acquisition Sub") and the Fund. Upon the closing of the merger (the "Closing Date"), Ronco will merge with and into Acquisition Sub, Acquisition Sub will cease to exist and Ronco will survive the merger and become a wholly owned subsidiary of Issuer (the "Merger"). Upon consummation and in consideration for the Merger, CD3 shall be entitled to receive such number of shares of Issuer's Common Stock equal to 50% of the issued and outstanding Common Stock of Issuer as of the Closing Date along with the right to receive, at any time after the Closing Date, one additional share of Issuer's Common Stock for every share of Common Stock issued upon the conversion of any derivative security of Issuer outstanding at the Closing Date.

Pursuant to the Merger Agreement, the Issuer will redeem from the Fund all 11,500,000 shares of the Issuer's Series G Convertible Preferred Stock held by Vicis in exchange for two promissory notes having an aggregate principal amount of $8,000,000. Further pursuant to the Merger Agreement and that certain Memorandum of Understanding dated as of August 10, 2012, by and between CD3, Ronco, Issuer, Acquisition Sub, and the Fund (the "MOU"), Vicis agreed in principle to guarantee the repayment by Issuer of a certain bridge loan expected to be sought by the Issuer in the amount of up to $6,000,000. In conjunction therewith, on September 12, 2012, the Fund purchased a promissory note in the principal amount of $2,000,000, which was due and payable on October 15, 2012. Under the terms of such promissory note, on the maturity date thereof, the Issuer was required to pay the Fund an additional $150,000 to reimburse legal fees, due diligence and other costs incurred by the Fund.

In connection with the execution of the Merger Agreement, a secured creditor of Ronco holding certain debt of Ronco that was in default entered into a forbearance agreement with Ronco whereby it agreed to accept a payment in consideration for the cancellation of such Ronco debt and to forbear upon exercising its rights under the defaulted Ronco debt under certain conditions. Pursuant to the Merger Agreement, in the event this Ronco creditor elects to exercise its rights and remedies under this Ronco debt (as such rights and remedies are modified by its forbearance agreement with Ronco) and foreclose upon the assets of Ronco, the Fund, in its sole discretion, may elect to unwind the redemption of the Fund’s Series G Preferred Stock and return the promissory notes issued in consideration therefor for cancellation (and upon the occurrence thereof the shares of Common Stock issued to CD3 pursuant to the Merger Agreement shall be cancelled).  In the event such forbearance agreement expires and the terms of such agreement are not consequently extended or modified, then the Issuer is obligated to issue to the Fund a promissory note of like tenor as the indebtedness held by the Ronco creditor and the Fund is obligated to return the promissory notes issued in consideration therefor for cancellation. The Fund has agreed in such circumstance that it will not foreclose on any of the Issuer’s assets prior to such time, if any, that the Ronco creditor forecloses on the assets of Ronco. In the event the foregoing exchange relating to the promissory notes issued to the Fund occurs and the claims that the Ronco creditor has against Ronco shall be satisfied or released, all actions taken regarding the exchange of the promissory notes issued to the Fund shall be rescinded and the Fund shall be reissued promissory notes on the terms originally issued to the Fund, modified to reflect analogous changes made with respect to the Ronco creditor.

Pursuant to the Certificate of Designations, as the sole holder of the Series G Preferred Stock, is entitled to elect two directors to the Issuer's Board of Directors. The Fund has elected Shad Stastney and Keith Hughes to the Issuer’s Board pursuant to such right. Pursuant to the Merger Agreement, Todd Barrett, Bill Moore, Fred Schulman, Robert DeCecco, Shad Stastney, and Keith Hughes shall be elected as members of the board of directors of Issuer. Further, Fred Schulman shall serve as Chairman of the Board, and Messrs. DeCecco and Barret shall serve as Co-Chief Executive Officers, of the Issuer. Information regarding Messrs. Stastney and Hughes and their experience and qualifications is provided below.

As the majority common shareholder of the Issuer and a signatory to the Merger Agreement, Vicis has consented to the aforementioned changes to the Issuer's corporate governance structure and to the Merger Agreement, the MOU, and the transactions contemplated thereby.

On February 18, 2013, Mr. Stastney was appointed as Chairman and Chief Strategy Officer of the Issuer by its Board of Directors. In conjunction with his appointment, he entered into an at-will employment relationship with the Issuer, in consideration for which he will receive a base salary of $175,000 and has been granted and may be recommended for future grant(s) of equity awards of the Issuer. He has executed a standard and customary non-disclosure and non-competition agreement in conjunction with the employment arrangement.

Mr. Stastney is the Chief Operating Officer and Head of Research for Vicis Capital, LLC, a company he jointly founded in 2004. Mr. Stastney also jointly founded Victus Capital Management LLC in 2001. From 1998 through 2001, Mr. Stastney worked with the corporate equity derivatives origination group of Credit Suisse First Boston, eventually becoming a Director and Head of the Hedging and Monetization Group, a joint venture between derivatives and equity capital markets. In 1997, he joined Credit Suisse First Boston's then-combined convertible/equity derivative origination desk. From 1994 to 1997, he was an associate at the law firm of Cravath, Swaine and Moore in New York, in their tax and corporate groups, focusing on derivatives. He graduated from the University of North Dakota in 1990 with a B.A. in Political Theory and History, and from the Yale Law School in 1994 with a J.D. degree focusing on corporate and tax law. Mr. Stastney is a director of a number of public and private companies.

Mr. Hughes is the Chief Financial Officer of Vicis. He is a Certified Public Accountant and graduated from St. John's University in 1978 with a B.A. in Accounting. Mr. Hughes joined Vicis in January 2006 from International Fund Services, the fund administrator, where he was a Managing Director in Operations since 2001. From 1998 to 2001, he has held various financial roles with hedge funds including treasurer, controller and chief financial officer. From 1986 to 1998 Mr. Hughes worked at the Union Bank of Switzerland (UBS) where he was a Managing Director and the Equity Controller for North America. Previous to UBS, Mr. Hughes worked at Dean Witter, Merrill Lynch and McGladrey & Pullen, LLP. Mr. Hughes is a director of a number of companies.

Vicis, and representatives of Vicis and the Fund, have had discussions with senior management of the Issuer and expect in the future to have such discussions, through Mr. Stastney or otherwise, concerning ways in which the Issuer could maximize shareholder value. Vicis, and representatives of Vicis and the Fund, expect that Mr. Stastney, in his role as Chairman and Chief Strategy Officer of the Issuer, will work with the Issuer’s Board and senior management to explore implementing a variety of measures on behalf of the Issuer that seek to improve the profitability of and/or grow the Issuer, including through opportunistic merger and acquisition and joint venture activity.

Except as set forth in this Item 4, Vicis has no present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, but will continue to review this position based upon further developments. Furthermore, Vicis anticipates that any measure implemented by the Issuer relating to any such clause, to the extent such measure may be attributable to Mr. Stastney, will be so attributable to him in his role as Chairman and Chief Strategy Officer of the Issuer rather than in his role with Vicis.

As permitted by law, Vicis may purchase shares of Common Stock or other securities convertible, exchangeable or exercisable into Common Stock or dispose of any or all of such securities from time to time in the open market, in privately negotiated transactions, or otherwise, depending upon future evaluation of the Issuer and upon other developments, including general economic and stock market conditions.

Item 5. Interest in Securities of the Issuer

The foregoing 878,502,441 shares of Common Stock represent approximately 95.3% of the Issuer's outstanding Common Stock (based upon 181,459,602 shares of Common Stock outstanding at November 14, 2012, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC for the period ended September 30, 2012 plus 185,000,000 shares of Common Stock still underlying the Warrants, 115,000,000 shares of Common Stock underlying the Series G Preferred Stock, 440,000,000 shares of Common Stock relating to the Dividend, and 878,502,441 shares of Common Stock deemed to be beneficially owned by Vicis).

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Items 3 and 4 is hereby incorporated by reference in this Item 6.

Item 7. Material to Be Filed as Exhibits

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.

July 19, 2013

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Date

/s/ Andrew Comito

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Signature

Andrew Comito, Compliance Officer*

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Name/Title

*Executed pursuant to the authorization of the members of Vicis Capital, LLC attached as Attachment A to the Schedule 13D/A previously filed with the SEC by Vicis Capital, LLC with respect to the Amacore Group, Inc. on October 1, 2009.