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^*

BAUER EUGENE A

(Last)

(First)

(Middle)

8000 TOWERS CRESCENT DRIVE

SUITE 1300

(Street)

VIENNA

22182

(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	392,438⁽¹⁾	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)
Stock option (right to buy)	⁽²⁾	12/14/2015	Common Stock	85,323	$0.88	D
Stock option (right to buy)	⁽³⁾	12/14/2015	Common Stock	34,129	$0.88	D
Stock option (right to buy)	05/09/2008	05/09/2017	Common Stock	25,000	$2	D

Explanation of Responses:

1. The reporting person acquired 392,438 shares of issuer common stock in exchange for 229,973 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 392,438 shares issued to the reporting person in the Merger, 19,621 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.

3. Received in connection with the Merger in exchange for a director stock option to acquire 20,000 shares of Modigene Delaware common stock at $1.50 per share. Option was fully vested at the time of the Merger.

	/s/ Eugene Bauer	06/19/2007
	** 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.
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