SEC FORM 3

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^*

PANCOAST SCOTT R

(Last)

(First)

(Middle)

C/O LPATH INC.

6335 FERRIS SQUARE, SUITE A

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/30/2005

3. Issuer Name and Ticker or Trading Symbol
LPATH INC [ LPTN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO and Secretary

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

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)
Class A Common Stock	62,500	D

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)
Class A Common Stock Warrants (right to buy)	11/30/2005	09/30/2010	Class A Common Stock	31,250	$1.5	D
Employee Stock Option (right to buy)⁽¹⁾	⁽²⁾	03/22/2008	Class A Common Stock	30,000	$0.1	D
Employee Stock Option (right to buy)⁽¹⁾	⁽³⁾	05/19/2009	Class A Common Stock	10,000	$0.1	D
Employee Stock Option (right to buy)⁽¹⁾	⁽⁴⁾	08/24/2014	Class A Common Stock	75,000	$0.05	D
Employee Stock Option (right to buy)⁽¹⁾	⁽⁵⁾	03/29/2015	Class A Common Stock	600,000	$0.08	D
Employee Stock Option (right to buy)⁽¹⁾	⁽⁶⁾	05/16/2015	Class A Common Stock	248,840	$0.22	D
Employee Stock Option (right to buy)⁽¹⁾	⁽⁷⁾	11/29/2015	Class A Common Stock	200,000	$0.8	D

Explanation of Responses:

1. Option was granted under Lpath Inc.'s 2005 Stock Option Plan in exchange for options to purchase common stock of Lpath Therapeutics Inc. The exchange was made upon and in connection with the issuer's acquisition of Lpath Therapeutics Inc. pursuant to that certain Agreement and Plan of Reorganization, dated July 15, 2005, by and among the issuer (then known as Neighborhood Connections, Inc.), Lpath Therapeutics Inc., and Neighborhood Connections Acquisition Corporation.

2. Became fully exercisable for 30,000 shares on March 23, 2002.

3. Became fully exercisable for 10,000 shares on May 20, 2003.

4. Currently exercisable for 68,750 shares and becomes exercisable for 75,000 shares on March 1, 2006.

5. Vests 25% on March 1, 2006 and one forty-eighth each month thereafter through March 1, 2009.

6. Vests 25% on May 16, 2006 and one forty-eighth each month thereafter through May 16, 2009.

7. Vests 25% on November 29, 2006 and one forty-eighth each month thereafter through November 29, 2009.

	Scott R. Pancoast	12/09/2005
	** 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.