SC 13D

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Lpath, Inc.

(Name of Issuer)

Class A Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

548910 10 8

(CUSIP Number)

Wesley Paul, Esq.

Eilenberg Krause & Paul LLP

11 East 44th Street, 19th Floor

New  York, New York 10017

(212) 986-9700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 30, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No.   548910 10 8
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Donald Swortwood
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 50,000 shares of Class A Common Stock.
			8.	Shared Voting Power 5,816,200 shares of Class A Common Stock
			9.	Sole Dispositive Power 50,000 shares of Class A Common Stock.
			10.	Shared Dispositive Power 5,816,200 shares of Class A Common Stock
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,866,200 shares of Class A Common Stock
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 23.6%
	14.	Type of Reporting Person (See Instructions) IN

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CUSIP No.   548910 10 8
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Donald R. Swortwood Trust dated July 7, 1995
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 5,228,200 shares of Class A Common Stock.
			8.	Shared Voting Power 588,000 shares of Class A Common Stock
			9.	Sole Dispositive Power 5,228,200 shares of Class A Common Stock.
			10.	Shared Dispositive Power 588,000 shares of Class A Common Stock
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,866,200 shares of Class A Common Stock
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 23.6%
	14.	Type of Reporting Person (See Instructions) OO

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Item 1.	Security and Issuer
	This statement on Schedule 13D relates to the Class A common stock, $0.001 par value per share (the “Common Stock”), of Lpath, Inc., a Nevada corporation (formerly known as Neighborhood Connections, Inc.) (the “Company”), whose principal executive offices are located at 6335 Ferris Square, Suite A, San Diego, California 92121.
Item 2.	Identity and Background
	I.  Donald Swortwood (a)           The name of the person filing this Schedule 13D is Donald Swortwood. (b)           The principal business address of Mr. Swortwood is c/o WSIC, 6335 Ferris Sq., Ste. A, San Diego, CA 92121. (c)           Mr. Swortwood is employed by Western States Investment Corporation (“WSIC”).  WSIC’s principal business is providing management services to various companies affiliated with WSIC, and its principal business address is 6335 Ferris Square, Suite A, San Diego, CA  92121.  On July 25, 2006, Mr. Swortwood was elected to the Board of Directors of the Company. (d)           During the last five years, Mr. Swortwood has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e)           During the last five years, Mr. Swortwood was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f)            Mr. Swortwood is a United States citizen. II.  The Trust (a)           The name of the person filing this Schedule 13D is Donald R. Swortwood Trust dated July 7, 1995 (the “Trust”). (b)           The principal business address of the Trust is c/o WSIC, 6335 Ferris Square, Suite A, San Diego, California 92121. (c)           The principal business of the Trust is to hold assets in trust for one or more beneficiaries. (d)           During the last five years, the Trust has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e)           During the last five years, the Trust was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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	(f)            The Trust was organized under the laws of the State of California.
Item 3.	Source and Amount of Funds or Other Consideration
	The Trust acquired its shares of Class A Common Stock in connection with the Company’s the acquisition of Lpath Therapeutics Inc. ("LTI") pursuant to the Agreement and Plan of Reorganization, dated as of July 15, 2005, by and among the Company, Neighborhood Connections Acquisition Corporation, a Nevada corporation ("Neighborhood Sub") and LTI (the "Agreement"). Under the Agreement, the Company completed the acquisition of LTI through a reverse triangular merger in which Neighborhood Sub, the Company’s wholly owned subsidiary formed solely for the purpose of facilitating the acquisition, merged with and into LTI, which is the surviving corporation.  As a result, LTI is now the Company’s wholly owned subsidiary.  The Company acquired LTI in exchange for 22,023,921 restricted shares of our Class A common stock issued to the LTI stockholders. In connection with the merger, the outstanding common stock purchase warrants and stock options to purchase a total of 11,637,657 shares of LTI's common stock were cancelled and exchanged for warrants and stock options to purchase the same number of shares of the Company’s Class A common stock at the same exercise prices and otherwise on the same terms as the LTI stock options and warrants that were cancelled.  The existing assets of the Trust were used to purchase the shares of common stock of LTI beneficially owned by the Trust and Mr. Swortwood prior to the merger under the Agreement.  No part of the purchase price of such LTI shares was borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the common stock of the Common Stock. On December 5, 2005, pursuant to the Agreement, the Company repurchased of 4,920,000 shares of Common Stock from Ruth Selmon for $10,000, which shares were cancelled from the Company’s outstanding shares.  All shares of capital stock held in the treasuries of LTI  immediately prior to the effectiveness of the merger were automatically cancelled and extinguished without any conversion thereof and no payment was made with respect to treasury shares of LTI. Upon the Closing of the Merger, the Company issued to the Trust, (a) 4,656,115 shares of Class A Common Stock in exchange for the same number LTI common stock held by the Trust, (b) 572,085 warrants exercisable to purchase Class A common stock, and issued to WSIC 588,000 warrants exercisable to purchase Class A common stock, in exchange for the cancellation and surrender of warrants with like terms exercisable to purchase LTI common stock.
Item 4.	Purpose of Transaction
	The shares of Common Stock beneficially owned by the Trust and Mr. Swortwood are owned directly by the Trust (except as noted in Item 5 below), a ten percent owner of the issuer, and indirectly by Donald Swortwood as trustee of the Trust.  The shares of Common Stock held by the Trust are held for investment and estate planning purposes.  The acquisitions of Common Stock by LTI and its investors (which includes the Trust) from the stockholders of the Company was made to acquire control of the Company.  A further description of the acquisition of the shares of Common Stock by the stockholder of LTI can be found in the Company’s Current Report on Form 8-K, dated November 30, 2005, filed on December 6, 2006 as amended on December 21, 2005 and January 9, 2006, which are incorporated by reference herein.

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	Each of Mr. Swortwood and the Trust, directly or indirectly, may acquire additional shares of Common Stock from time to time in open market or private transactions, depending on various factors.  Mr. Swortwood, directly or indirectly, also may determine to dispose of some or all of his beneficial holdings of Common Stock.  Each of Mr. Swortwood and the Trust may increase or decrease his beneficial holdings of Common Stock on such terms and at such times as each he may decide, subject to any applicable securities law restrictions. Except as described above, each of the Trust and Mr. Swortwood does not have any other plans or proposals which relate to or would result in any of the matters listed in Items 4(a)-(j) of Schedule 13D, although each of the Trust and Mr. Swortwood reserves the right to develop such plans.
Item 5.	Interest in Securities of the Issuer
	(a)           As of December 13, 2007, the Trust beneficially owned, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, an aggregate of 5,816,200 shares of Common Stock and Mr. Swortwood beneficially owned an aggregate of 5,866,200 shares of Common Stock, constituting approximately 12.9% of the total number of shares of the Company’s Common Stock outstanding.  The approximate percentage of shares of Common Stock beneficially owned by each of the Trust and Mr. Swortwood is based upon 45,021,495 shares of the Company’s Common Stock which is the total number of shares of the Company’s Common Stock outstanding as of November 30, 2007.  The Trust was issued a warrant to purchase 345,603 shares of the Company’s Common Stock at a purchase price of $1.50 per share and a warrant to purchase 226,482 shares of the Company’s Common Stock at a purchase price of $0.16 per share.  WSIC, a corporation owned 50% by the Trust, a ten percent owner of the issuer, and indirectly by Mr. Swortwood as trustee of the Trust, was issued a warrant to purchase 588,000 shares of the Company’s Common Stock at a purchase price of $0.80 per share.  On May 21, 2007, Western States Investment Corporation exercised the warrant prior to its expiration. (b)           Mr. Swortwood, as Trustee, has the shared power to vote or to direct the vote, and the shared power to dispose of or to direct the disposition of, 5,816,200 shares of Common Stock held or controlled by the Trust (including 572,085 shares of Common Stock issuable upon the exercise of warrants held by the Trust and 588,000 shares of Common Stock issued upon the exercise of warrants held by WSIC).  Mr. Swortwood has the sole power to vote or to direct the vote, and the sole power to dispose of or to direct the disposition of, 50,000 shares of Common Stock issuable upon the exercise of vested stock options held by Mr. Swortwood.  The Trust has the sole power to vote or to direct the vote, and the sole power to dispose of or to direct the disposition of, 5,228,200 shares of Common Stock held by the Trust (including 572,085 shares of Common Stock issuable upon the exercise of warrants held by the Trust) and shared power to vote or to direct the vote, and shared power to dispose of or direct the disposition of, 588,000 shares of Common Stock issued upon the exercise of warrants held by WSIC. (c)           The information with respect to the Trust’s transactions in the Common Stock during the past sixty days is set forth in response to Item 3 of this Schedule 13D and is incorporated herein by this reference.  Additionally, on July 25, 2006, the Company granted Mr. Swortwood an option to purchase 50,000 shares of Common Stock, which option vests in forty eight monthly equal installments of 1,042 shares starting on July 25, 2006.  The option was granted in connection with Mr. Swortwood’s election to the Company’s board of directors. (d)           During the term of the Trust, Mr. Swortwood, as the sole beneficiary of the Trust, is the only person that has the right to receive dividends from, or the proceeds from the sale of, the shares of

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Common Stock held by the Trust.  At the expiration of the term of the Trust, Mr. Swortwood has the right to receive dividends from, or the proceeds from the sale of, any remaining shares of Common Stock held by the Trust.  Except as described above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock.

(e)           Not applicable.

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Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	The information set forth in response to Items 4 and 5 of this Schedule 13D is incorporated herein by this reference. Except as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to Be Filed as Exhibits
	Exhibit 1 – Joint Filing Agreement

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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.

December 13, 2007

Date

/s/Donald Swortwood

Signature

Donald Swortwood

Name/Title

/s/Donald Swortwood

Signature

Donald Swortwood, Trustee, Donald R. Swortwood Trust dated July 7, 1995

Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention:  Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)

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EX-1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act, as amended, the undersigned hereby agree to the joint filing on behalf of each of them on a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock, par value $.001 per share, of Lpath, Inc. and that this Agreement be included as an Exhibit to such joint filing.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 13^th day of December, 2007.

DONALD R SWORTWOOD TRUST DATED
JULY 7, 1995
By:	/s/Donald Swortwood
	Donald Swortwood, Trustee
/s/Donald Swortwood
Donald Swortwood