Edgar Filing: SDS CAPITAL GROUP SPC LTD

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â SDS CAPITAL GROUP SPC LTD

2. Date of Event Requiring Statement (Month/Day/Year)
04/02/2007

3. Issuer Name and Ticker or Trading Symbol
SPECTRX INC [SPRX]

(Last)

(First)

(Middle)

113 SOUTH CHURCH STREET,Â P.O. BOX 1234GT

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 Original Filed(Month/Day/Year)

(Street)

GRAND CAYMAN,Â E9Â 00000

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B2 Warrants	03/26/2004	03/26/2009	Common Stock	250,000	$ 2.25	D ⁽¹⁾	Â
Series B2 Warrants	03/26/2004	03/26/2009	Common Stock	250,000	$ 2.25	I ⁽¹⁾	See Footnote ⁽²⁾
Series B2 Warrants	03/26/2004	03/26/2009	Common Stock	250,000	$ 2.25	I ⁽¹⁾	See Footnote ⁽³⁾
Series A Convertible Preferred Stock	03/26/2004	Â ⁽⁵⁾	Common Stock	50,000 ⁽⁴⁾	$ 0.65	D ⁽¹⁾	Â
Series A Convertible Preferred Stock	03/26/2004	Â ⁽⁵⁾	Common Stock	50,000 ⁽⁴⁾	$ 0.65	I ⁽¹⁾	See Footnote ⁽²⁾
Series A Convertible Preferred Stock	03/26/2004	Â ⁽⁵⁾	Common Stock	50,000 ⁽⁴⁾	$ 0.65	I ⁽¹⁾	See Footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SDS CAPITAL GROUP SPC LTD 113 SOUTH CHURCH STREET P.O. BOX 1234GT GRAND CAYMAN,Â E9Â 00000	Â	Â X	Â	Â

Signatures

SDS Capital Group SPC, Ltd., By SDS Management LLC, its Investment Manager, /s/ Steven Derby, Managing Member		04/12/2007
^**Signature of Reporting Person		Date
SDS Management, LLC, /s/ Steven Derby, Managing Member		04/12/2007
^**Signature of Reporting Person		Date
/s/ Steven Derby		04/12/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These securities are beneficially owned by SDS Capital Group SPC, Ltd. on behalf of its Class B and Class D portfolios ("SDS Capital Group SPC").
(2)	These securities are held by SDS Capital Group SPC, for whom SDS Management, LLC ("Manager") is the investment manager. Pursuant to an investment management agreement, Manager has investment and voting power with respect to the securities held by SDS Capital Group SPC. The entire amount of the Issuer's securities held by SDS Capital Group SPC is reported herein. Manager disclaims any beneficial ownership of any of the Issuer's securities to which this report relates, except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that Manager is the beneficial owner of such securities. The address of Manager is 53 Forest Avenue, 2nd Floor, Old Greenwich, Connecticut 06870.
(3)	These securities are held by SDS Capital Group SPC. Mr. Steven Derby is the sole managing member of Manager and, as such, has investment and voting power with respect to the securities held by SDS Capital Group SPC. The entire amount of the Issuer's securities held by SDS Capital Group SPC is reported herein. Mr. Derby disclaims any beneficial ownership of any of the Issuer's securities to which this report relates, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Derby is the beneficial owner of such securities. Mr. Derby's address is c/o SDS Management, LLC, 53 Forest Avenue, 2nd Floor, Old Greenwich, Connecticut 06870.
(4)	The as-if converted shares for 50,000 Series A Convertible Preferred Stock is 1,153,846 common shares.
(5)	N/A

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