SC 13G/A 1 bostonlife_13g-a3123102.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* BOSTON LIFE SCIENCES, INC. -------------------------- (Name of Issuer) Common Stock, $.01 Par Value ---------------------------- (Title of Class of Securities) 100843408 --------- (CUSIP Number) December 31, 2002 ----------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the 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). Continued on following pages Page 1 of 7 Pages Schedule 13G CUSIP No. 100843408 Page 2 of 7 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) BROWN SIMPSON PARTNERS I, LTD. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) OO Schedule 13G CUSIP No. 100843408 Page 3 of 7 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) BROWN SIMPSON ASSET MANAGEMENT, LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization NEW YORK 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) OO; IA Item 1(a) Name of Issuer: Boston Life Sciences, Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 20 Newbury Street, 5th Floor, Boston, MA 02116 Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Brown Simpson Partners I, Ltd. ("Brown Simpson Partners I"); and ii) Brown Simpson Asset Management, LLC ("Brown Simpson Asset Management"). Brown Simpson Asset Management serves as the investment manager to Brown Simpson Partners I. Each of Matthew C. Brown, Mitchell D. Kaye and James R. Simpson hold an ownership interest in Brown Simpson Asset Management. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business offices of Brown Simpson Partners I is Walkers Attorneys-at-Law, P.O. Box 265GT, Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands. The address of the principal business offices of Brown Simpson Asset Management is Carnegie Hall Tower, 152 West 57th Street, 21st Floor, New York, New York 10019. Item 2(c) Citizenship: (i) Brown Simpson Partners I is a Cayman Islands company; and (ii) Brown Simpson Asset Management is a New York limited liability company. Item 2(d) Title of Class of Securities: Common Stock, $.01 par value (the "Shares"). Item 2(e) CUSIP Number: 100843408 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Page 5 of 7 Pages Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 2002, none of the Reporting Persons may be deemed the beneficial owner of any Shares. Item 4(b) Percent of Class: The number of Shares of which each of the Reporting Persons may be deemed the beneficial owner constitutes 0% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: Brown Simpson Partners I (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 Brown Simpson Asset Management (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: The shareholders of Brown Simpson Partners I have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held by Brown Simpson Partners I in accordance with their ownership interests in Brown Simpson Partners I. Page 6 of 7 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each signatory certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 7 of 7 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 24, 2003 BROWN SIMPSON PARTNERS I, LTD. By: /s/ Mitchell D. Kaye --------------------------- Name: Mitchell D. Kaye Title: Managing Principal Date: January 24, 2003 BROWN SIMPSON ASSET MANAGEMENT, LLC By: /s/ Mitchell D. Kaye --------------------------- Name: Mitchell D. Kaye Title: Managing Principal