EXHIBITS
10.1
REG D Closing August 15, 2005-- Private
Placement Stock Purchase Agreement
between accredited investors and
Registrant, dated as of January 18, 2005
closing by its terms August 15, 2005 SEC
1972 Potential persons who are to
respond to the collection of information
contained in this form (6-02) are not
required to respond unless the form
displays a currently valid OMB control
number.
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ATTENTION
Failure to file notice in the appropriate
states will not result in a loss of
the federal exemption. Conversely, failure
to file the appropriate federal
notice will not result in a loss of an
available state exemption state exemption
unless such exemption is predicated on the
filing of a federal notice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
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SEC USE ONLY
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Prefix |
| Serial
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DATE RECEIVED
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NOTICE OF SALE OF SECURITIES
PURSUANT TO REGULATION D,
SECTION 4(6), AND/OR
UNIFORM LIMITED OFFERING EXEMPTION
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Name of Offering ([ ] check if this is an
amendment and name has changed, and
indicate change.)
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Filing Under (Check box(es) that apply) [_]
Rule 504 [_] Rule 505 [X] Rule 506
[_] Section 4(6) [_] ULOE :
Type of Filing: [X] New Filing [_] Amendment
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A. BASIC IDENTIFICATION DATA
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1. Enter the information requested about
the issuer
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Name of Issuer ([ ] check if this is an
amendment and name has changed, and
indiciate change.) Mediscience Technology Corp.
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Address of Executive Offices 1235 Folkstone
Way, Cherry Hill, NJ 08034 Telephone
Number (Including Area Code) (856) 428-7952 and (215)
485-0362
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<PAGE>
Address of Principal Business Operations
1235 Folkstone Way, Cherry Hill, NJ
0803 Telephone Number (Including Area Code)
(856) 428-7952 and (215- 485-0362
different from Executive Offices)
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Brief Description of Business: Develops
(and plans to market after FDA approval)
rapid, non-invasive, point-of-care photonic
imaging systems used in screening
for and detecting precancerous and
cancerous tissue and physiological changes in
gynecological and breast tissue.
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Type of Business Organization
[X] corporation
[_] limited partnership, already formed
[_] business trust
[_] limited partnership, to be formed
[_] other (please specify):
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Month Year
Actual or Estimated Date of Incorporation
or Organization:
[0]3] [7]1]
[X] Actual
[_] Estimated
Jurisdiction of Incorporation or
Organization: (Enter
two-letter U.S. Postal
Service abbreviation for State: CN for
Canada;FN for other foreign jurisdiction)
[ N ] [ J ]
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GENERAL INSTRUCTIONS
Federal:
Who Must File: All issuers making an
offering of securities in reliance on an
exemption under Regulation D or Section
4(6), 17 CFR 230.501 et seq. or 15
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U.S.C. 77d(6).
When to File: A notice must be filed no
later than 15 days after the first sale
of securities in the offering. A notice is
deemed filed with the U.S. Securities
and Exchange Commission (SEC) on the
earlier of the date it is received by the
SEC at the address given below or, if
received at that address after the date on
which it is due, on the date it was mailed
by United States registered or
certified mail to that address.
Where to File: U.S. Securities and Exchange
Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
Copies Required: Five (5) copies of this
notice must be filed with the SEC, one
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of which must be manually signed. Any
copies not manually signed must be
photocopies of manually signed copy or bear
typed or printed signatures.
Information Required: A new filing must
contain all information requested.
Amendments need only report the name of the
issuer and offering, any changes
thereto, the information requested in Part
C, and any material changes from the
information previously supplied in Parts A
and B. Part E and the Appendix need
not be filed with the SEC.
Filing Fee: There is no federal filing
fee.
State:
This notice shall be used to indicate
reliance on the Uniform Limited Offering
Exemption (ULOE) for sales of securities in
those states that have adopted ULOE
and that have adopted this form. Issuers
relying on ULOE must file a separate
notice with the Securities Administrator in
each state where sales are to be, or
have been made. If a state requires the
payment of a fee as a precondition to
the claim for the exemption, a fee in the
proper amount shall accompany this
form. This notice shall be filed in the
appropriate states in accordance with
state law. The Appendix in the notice
constitutes a part of this notice and must
be completed.
<PAGE>
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A. BASIC IDENTIFICATION DATA
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2. Enter the information requested for the
following:
o
Each
promoter of the issuer, if the issuer has been organized within
the past five years;
o
Each
beneficial owner having the power to vote or dispose, or direct
the vote or disposition of, 10% or more of a class of equity
securities
of the issuer;
o
Each
executive officer and director of corporate issuers and of
corporate genera