Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                           Medistem Laboratories, Inc.
                                (Name of Issuer)

                         Common Stock, par value $0.0001
                         (Title of Class of Securities)

                                   58501F 10 8
                                 (CUSIP Number)

                                February 3, 2006
             (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 in 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

                                Page 1 of 3 Pages

                                EXPLANATORY NOTE

      This  Amendment  No. 1 to  Schedule  13G  (this  "Amendment")  amends  and
restates in its entirety the Schedule 13G originally filed on September 12, 2007
(the  "Original  Schedule  13G") by and on behalf of Vision  Opportunity  Master
Fund, Ltd., a Cayman Islands company,  Vision Capital Advisors,  LLC, a Delaware
limited  liability  company  (formerly  known  as  Vision  Opportunity   Capital
Management, LLC), and Adam Benowitz (collectively, the "Filers").

      The  Filers  are filing  this  Amendment  to  indicate  that the  Original
Schedule  13G was filed in error and should be treated as if it were  withdrawn.
The Original  Schedule 13G was not required to be filed  because as of the event
date thereof the Issuer did not have,  and  currently  does not have, a class of
equity securities  registered under Section 12 of the Securities Exchange Act of
1934, as amended.

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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.

Dated: February 12, 2008

                           ADAM BENOWITZ
                           VISION CAPITAL ADVISORS, LLC
                           VISION OPPORTUNITY MASTER FUND, LTD.

                           By: /s/Adam Benowitz
                           Adam Benowitz, for himself, as Managing Member of the
                           Investment Manager and as a Director of the Fund

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