SEC Filing | Chembio Diagnostics, Inc.

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SEC FORM 3/A SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CRESTVIEW CAPITAL MASTER LLC

(Last)

(First)

(Middle)

95 REVERE DRIVE

SUITE A

(Street)

NORTHBROOK

60062

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/28/2007

3. Issuer Name and Ticker or Trading Symbol
CHEMBIO DIAGNOSTICS, INC. [ CEMI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/09/2007

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,328,393	D⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B 9% Convertible Preferred Stock ("Series B Stock")	01/28/2005⁽²⁾	⁽⁴⁾	Common Stock	6,747,766	0	D⁽¹⁾
Series C 7% Convertible Preferred Stock ("Series C Stock")	09/29/2006⁽²⁾	⁽⁴⁾	Common Stock	2,500,000	0	D⁽¹⁾
Common Stock Purchase Warrants ("Series B Warrants")	01/28/2005⁽²⁾	02/28/2010⁽³⁾	Common Stock	6,229,507	0.61	D⁽¹⁾
Common Stock Purchase Warrants ("Series C Warrants")	09/29/2006⁽²⁾	09/29/2011	Common Stock	625,000	1	D⁽¹⁾

Explanation of Responses:

1. These securities are owned directly by Crestview Capital Master, LLC. Crestview Capital Partners, LLC is the sole manager of Crestview Capital Master, LLC, and as such has the power to direct the vote and to direct the disposition of investments owned by Crestview Capital Master, LLC, and thus may be an indirect beneficial owner of the reported securities.

2. The terms of the Series B and Series C Stock and Series B and Series C Warrants contain restrictions that prevent them from being converted or exercised, respectively, if the number of shares of Common Stock to be issued pursuant to such conversion or exercise would cause Crestview Capital Master, LLC together with its affiliates to own in excess of 4.99% (with respect to the Series B and Series C Stock and the Series B and Series C Warrants) or, if the foregoing restriction is waived, with respect to the Series C Stock or Series C Warrants, 9.99% of the issued and outstanding Common Stock immediately after giving effect to such conversion or exercise.

3. The Series B Warrants expire within five (5) years of their issuance. Because the Series B Warrants were acquired in two tranches, the first on January 28, 2005, and the second on March 28, 2006, the expiration dates for the tranches differ. The first tranche, consisting of Series B Warrants to purchase 4,672,130 shares of Common Stock, has an expiration date of January 28, 2005. The second tranche, consisting of Series B Warrants to purchase 1,557,377 shares of Common Stock, has an expiration date of March 28, 2011.

4. The Series B and Series C Stock do not expire.

	Crestview Capital Master, LLC By: Crestview Capital Partners, LLC, its sole Manager By: /s/ Daniel I. Warsh	04/18/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 99.1

Name and address of each other reporting person:

Crestview Capital Partners, LLC
c/o Crestview Capital Funds
95 Revere Drive, Suite A
Northbrook, Illinois  60062

Designated Filer:  Crestview Capital Master, LLC

Issuer & Ticker Symbol:  Chembio Diagnostics, Inc. (CEMI)

Date of Event Requiring Statement:  03/28/2007



Crestview Capital Partners, LLC

By:/s/ Daniel I. Warsh
   ------------------------------
Name: Daniel I. Warsh
Date: April 18, 2007