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* STERN ADAM K (Last) (First) (Middle) 535 MADISON AVENUE 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/19/2007	3. Issuer Name and Ticker or Trading Symbol Modigene Inc. [ MODG.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	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)
Common Stock, par value $0.00001 per share	1,023,871(1)	I	By Spencer Trask Breakthrough Partners LLC(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option (right to buy)	(2)	09/25/2016	Common Stock	85,323	$0.88	D
Stock option (right to buy)	05/09/2008	05/09/2017	Common Stock	25,000	$2	D
Warrant (right to buy)	05/09/2007	12/14/2015	Common Stock	298,403	$0.88	D
Warrant (right to buy)	05/09/2007	05/09/2012	Common Stock	143,147	$2.5	D

Explanation of Responses:

1. Held in the name of Spencer Trask Breakthrough Partners LLC ("Breakthrough"), as to which Mr. Stern shares voting and investment power. Mr. Stern disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. Breakthrough. acquired the 1,023,871 shares of issuer common stock in exchange for 600,000 shares of common stock of Modigene Inc., a Delaware corporation ("Modigene Delaware"), pursuant to Modigene Delaware's merger with a wholly-owned subsidiary of the issuer on May 9, 2007 (the "Merger"). Of the 1,023,871 shares issued to Breakthrough in the Merger, 51,194 shares are currently being held in escrow and are subject to forfeiture during the two-year period following the Merger to satisfy claims arising as a result of Modigene Delaware's breach of its representations, warranties or covenants in the merger agreement.

2. Received in connection with the Merger in exchange for a director stock option to acquire 50,000 shares of Modigene Delaware common stock at $1.50 per share. Option was fully vested at the time of the Merger.

	/s/ Adam Stern	06/19/2007
	** Signature of Reporting Person	Date
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