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

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of earliest ~~1934~~event reported): January 11, 2010

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)

Commission file number: 000-53628


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

Delaware		65-0765452
(State or other jurisdiction ofincorporation or organization)		(I.R.S. Employeridentification no.)

10061 Amberwood Road, Ft. Myers, Florida 33913

~~Airport~~(Address ~~Woods~~of ~~Commerce~~principal ~~Center~~executive offices) (Zip code)

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 ifof 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~~Item 38.0201 ~~SALE~~Other ~~OF UNREGISTERED SECURITIES.~~Events

OnCertified Diabetic ~~November 17~~Services, ~~2009,~~Inc. (the ~~Registrant completed a private placement and issued (a~~“Company”) ~~Series~~ Eis ~~Convertible~~contesting ~~Preferred~~the ~~Stock~~reconsideration ~~having~~appeal andecision ~~aggregate stated value~~ of ~~$550,000,~~the ~~(b) Series~~Medicare 5Hearing ~~Warrants~~Officer ~~exercisable,~~received inby the ~~aggregate,~~Company ~~for 5,500,000~~on ~~shares of Common Stock~~December 21, ~~and (c) Series 6 Warrants exercisable~~2009, inwhich upheld the ~~aggregate,~~National ~~for~~Supplier 5Clearinghouse’s October 18,~~500,000~~ ~~shares~~2009 ofrevocation ~~Common Stock. The stated value~~ of the ~~Series~~Company’s EMedicare ~~Convertible~~supplier ~~Preferred~~number ~~Stock~~and ~~converts~~found ~~into~~that the ~~Common~~Company ~~Stock~~was atnot ain ~~conversion~~compliance ~~price~~with ~~of five~~Medicare ~~cents~~DMEPOS ~~($0.05)~~Supplier ~~per~~standards ~~share.~~#1 ~~The~~and ~~Series~~ #5 notwithstanding ~~Warrants~~that ~~have~~the anMedicare ~~exercise~~Hearing ~~price~~Officer offound ~~ten~~the Company ~~cents~~was ~~($.10)~~in ~~and~~compliance ~~the~~with ~~Series~~Florida 6state ~~Warrants~~licensing ~~have~~issues anas ~~exercise price~~ of ~~fifteen~~October 18, ~~cents ($~~2009.~~15).~~ ~~The total cash paid for such securities was $550,000.~~

The ~~issuance~~Company ofis ~~such~~contesting ~~securities~~and appealing ~~were~~the ~~exempt~~Medicare ~~from~~Hearing ~~the~~Officer’s ~~registration~~decision ~~requirements~~and offinding that the ~~Securities~~Company ~~Act~~was ofnot ~~1933,~~in ascompliance ~~amended,~~with ~~pursuant~~all ~~to Section 4~~Medicare DMEPOS supplier standards. The Company has initiated an Administrative Law Judge (2“ALJ”) appeal at the next level of review in the ~~Act~~Medicare ~~for~~administrative ~~transactions~~appeal ~~not~~process ~~involving~~on athe ~~public~~grounds ~~offering~~that ~~and~~the ~~Rule~~hearing ~~506~~officer at ~~promulgated~~the byreconsideration level did not apply the ~~United~~correct ~~States~~Medicare ~~Securities~~standard ~~and~~of ~~Exchange~~review in ~~Commission~~reaching the ~~under~~reconsideration decision and that she exceeded the ~~Securities~~scope ~~Act~~of review of ~~1933,~~the matter before her by interjecting as ~~amended.~~grounds ~~Such~~for ~~securities~~her ~~were~~decision ~~issued~~claims toissues awhich ~~single institutional~~were ~~investor.~~not ~~THIS~~the ~~INFORMATION~~subject ~~CONTAINED~~of ~~HEREIN~~any ~~DOES~~adverse ~~NOT~~determination ~~CONSTITUTE~~to ANthe ~~OFFER~~Company, TOand ~~SELL~~which ORwould ~~THE~~be ~~SOLICITATION~~subject OFto ANtheir ~~OFFER~~own separate TOadministrative ~~PURCHASE~~appeal ~~SECURITIES.~~procedures ~~THE~~at ~~SECURITIES~~such ~~REFERENCED~~time ~~HEREIN~~(if ~~HAVE~~any) ~~NOT~~as ~~BEEN~~they ~~REGISTERED~~are ~~UNDER~~raised ~~THE~~by a ~~SECURITIES~~Medicare ~~ACT~~Administrative OFContractor ~~1933,~~which ~~AS AMENDED,~~processes ~~AND~~and ~~MAY~~administers ~~NOT~~the BEDMEPOS ~~OFFERED~~claims ORprocess. ~~SOLD~~A INdecision ~~THE~~must ~~UNITED~~be ~~STATES~~rendered ~~ABSENT~~by ~~REGISTRATION~~the ORALJ ANwithin ~~APPLICABLE~~180 ~~EXEMPTION~~days ~~FROM~~of ~~THE~~the submission ~~REGISTRATION~~of ~~REQUIREMENTS~~the appeal.

~~Midtown~~The ~~Partners &~~Company ~~Co.,~~has ~~LLC~~been ~~(“Midtown~~unable ~~Partners”),~~to abill ~~FINRA~~Medicare ~~registered~~for ~~broker~~the ~~dealer,~~products ~~acted~~it ashas ~~placement~~shipped ~~agent~~to ~~for~~its ~~the~~customers ~~Registrant~~since October 18, in2009. ~~connection~~The ~~with~~Company ~~the~~derives ~~issuance~~approximately 60% of ~~the~~its ~~Series~~revenues Efrom ~~Preferred Stock,~~Medicare; ~~Series~~as 5such, ~~Warrants~~if ~~and~~the ~~Series~~Company 6cannot ~~Warrants.~~secure ~~Midtown~~interim ~~Partners’~~funding ~~corporate~~while ~~office~~the appeal is ~~located~~pending, init ~~Tampa,~~will ~~Florida.~~likely ~~Additional~~be ~~information~~forced ~~about~~to ~~Midtown~~liquidate ~~Partners~~its ~~can~~assets beor ~~found~~engage atin ~~http://www~~some other form of business combination with another entity in the industry.~~midtownpartners.com~~

In ~~connection~~an ~~with~~effort ~~the~~to ~~offering~~conserve ~~of such securities~~assets, the ~~broker-dealer~~Company ~~was~~has ~~paid~~terminated approximately ~~aggregate~~35 ~~cash~~of ~~commission~~its ~~equal~~40 ~~to $44,000~~employees. InThe ~~addition,~~Company ~~the broker-dealer~~is ~~received~~currently ~~(a) a~~exploring ~~Common~~alternatives ~~Stock~~to ~~Purchase~~obtain ~~Warrant~~interim ~~exercisable~~financing ~~for~~while ~~880,000 shares of~~ the ~~Registrant’s~~appeal ~~Common~~is ~~Stock~~pending atand anis ~~exercise~~also ~~price~~considering ofoffers ~~five~~to ~~cents~~sell ~~($.05) per share~~all, ~~(b) a~~or ~~Common~~substantially ~~Stock Purchase Warrant exercisable for 440~~all,~~000~~ ~~shares~~ of the ~~Registrant~~Company’s ~~Common~~assets ~~Stock~~or atengage anin some ~~exercise~~other ~~price~~form of ~~ten~~business ~~(10) cents~~combination ~~per~~with ~~share,~~another ~~and~~entity ~~(c) a~~in ~~Common Stock Purchase Warrants exercisable for 440,000 shares of~~ the ~~Registrant’s Common Stock at an exercise price of fifteen cents ($~~industry.~~15)~~ ~~per share.~~

The issuance of the above referenced warrants to the broker dealers was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act for transactions not involving a public offering and Rule 506 promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended. Such securities were issued only to accredited 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

*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 ~~hereunto~~thereunto duly authorized.

Date: January 5, 2010	Certified Diabetic Services, Inc.
	By:	/S/ LOWELL FISHER
		Lowell Fisher,
		Chief Executive Officer and President


CERTIFIED DIABETIC SERVICES, INC.

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

Dated: January 15, 2010

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