UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 2)
3DICON
CORPORATION
(Name
of
Issuer)
COMMON
STOCK
(Title
of
Class of Securities)
88579F102
(CUSIP
Number)
December
31, 2007
(Date
of
Event Which Requires Filing of this Statement)
Check
the
appropriate box to designate the rule pursuant to which this
Schedule
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o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
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*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).
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CUSIP
No. 88579F102
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1)
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Name
of Reporting Person.
IRS
Identification
No. of Above Person (entities
only)
Golden
Gate Investors, Inc.
34-1986525
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2)
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Check
the Appropriate Box if a Member of a
Group
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(a) o
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(See
Instructions)
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(b) o
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3)
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SEC
Use
Only
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4)
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Citizenship
or Place of Organization.
USA
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Number of Shares
Beneficially
Owned by Each
Reporting
Person With
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5)
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Sole
Voting Power
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12,166,622
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6)
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Shared
Voting Power
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7)
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Sole
Dispositive Power
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12,166,622
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8)
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Shared
Dispositive Power
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9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
12,166,622
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10
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Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares (See
Instructions) x
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The
aggregate amount in Row 9 represents the maximum amount of
shares that
Golden
Gate Investors can beneficially control under a contractually
stipulated
9.99% ownership restriction. The full conversion of Golden Gate
Investors'
Convertible Debenture would exceed this restriction.
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11)
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Percent
of Class Represented by Amount in Item 9.
9.99%
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12)
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Type
of Reporting Person (See Instructions)
CO
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ITEM
1.
(A)
NAME
OF ISSUER
3DIcon
Corporation
(B)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE
7507
S.
Sandusky, Tulsa, OK 74136
ITEM
2.
(A)
NAME
OF PERSON FILING
Golden
Gate Investors, Inc.
(B)
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE
7817
Herschel Ave., Suite 200
La
Jolla,
CA 92037
(C)
CITIZENSHIP USA
(D)
TITLE
OF CLASS OF SECURITIES
Common
Stock
(E)
CUSIP
NUMBER
88579F102
ITEM
3.
If
this
statement is filed pursuant to rule 240.13d- 1(b), or 240.13d-2(b) or (c),
check
whether the person filing is a:
(a)
o
Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
(b)
o
Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
o
Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
o
Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
(e)
o
An investment adviser
in accordance with 240.13d-1(b)(1)(ii)(E).
(g)
o
A parent holding
company or control person in accordance with 240.13d-1(b)(1)(ii)(G)
(h)
o
A savings association
as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813).
(i)
o
A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of
the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)
o
Group, in accordance
with section 240.13d-1(b)(1)(ii)(J).
ITEM
4. OWNERSHIP.
Provide
the following information regarding the aggregate number and percentage of
the
class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned: 12,166,622
(b)
Percent of class: 9.99%
(c)
Number of shares as to which the person has:
(i)
Sole
power to vote or to direct the vote: 12,166,622
(ii)
Shared power to vote or to direct the vote:
(iii)
Sole power to dispose or to direct the disposition of: 12,166,622
(iv)
Shared power to dispose or to direct the disposition of:
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 person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following o.
ITEM
6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
Not
applicable
ITEM
7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not
applicable
ITEM
8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
Not
applicable
ITEM
9. NOTICE OF DISSOLUTION OF GROUP
ITEM
10. CERTIFICATION.
By
signing below we certify that, to the best of our 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.
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Dated:
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February
7, 2008
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By:
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/s/
Travis W. Huff
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Name:
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Travis
W. Huff
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Title:
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Vice President and Portfolio
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Manager
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