UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Medistem Laboratories, Inc.
---------------------------
(Name of Issuer)
Common Stock, par value $0.0001
-------------------------------
(Title of Class of Securities)
58501F 10 8
-----------
(CUSIP Number)
February 3, 2006
----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 3 Pages
EXPLANATORY NOTE
This Amendment No. 1 to Schedule 13G (this "Amendment") amends and
restates in its entirety the Schedule 13G originally filed on September 12, 2007
(the "Original Schedule 13G") by and on behalf of Vision Opportunity Master
Fund, Ltd., a Cayman Islands company, Vision Capital Advisors, LLC, a Delaware
limited liability company (formerly known as Vision Opportunity Capital
Management, LLC), and Adam Benowitz (collectively, the "Filers").
The Filers are filing this Amendment to indicate that the Original
Schedule 13G was filed in error and should be treated as if it were withdrawn.
The Original Schedule 13G was not required to be filed because as of the event
date thereof the Issuer did not have, and currently does not have, a class of
equity securities registered under Section 12 of the Securities Exchange Act of
1934, as amended.
Page 2 of 3 Pages
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.
Dated: February 12, 2008
ADAM BENOWITZ
VISION CAPITAL ADVISORS, LLC
VISION OPPORTUNITY MASTER FUND, LTD.
By: /s/Adam Benowitz
-------------------------------------------------
Adam Benowitz, for himself, as Managing Member of the
Investment Manager and as a Director of the Fund
Page 3 of 3 Pages