UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 3)
3DICON
CORPORATION
(Name
of Issuer)
COMMON
STOCK
(Title
of Class of Securities)
88579F102
(CUSIP
Number)
December
31, 2009
(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
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.
Golden
State Equity Investors, Inc.
IRS
Identification No. of Above Person (entities only) 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)
6)
7)
8)
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Sole
Voting Power
32,679,588
Shared
Voting Power
Sole
Dispositive Power 32,679,588
Shared Dispositive Power |
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9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person 32,679,588
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10)
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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x
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The
aggregate amount in Row 9 represents the maximum amount of shares that
Golden
State Equity Investors, Inc. can beneficially control under a contractually
stipulated
9.99% ownership restriction. The full potential amount of shares that may
be purchased by Golden State Equity Investors, Inc. would otherwise exceed
such amount.
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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
6804
South Canton Avenue, Suite 150, Tulsa, Oklahoma 74136
ITEM
2.
(A) NAME
OF PERSON FILING
Golden
State Equity Investors, Inc.
(B)
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE
1150
Silverado St., Suite 218
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) ___
Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) ___
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ___
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) ___
Investment company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
(e) ___
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E).
(f) ___
An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F).
(g) ___ A
parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G)
(h) ___ A
savings association as defined in section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813).
(i) ___ 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) ___
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: 32,679,588
(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: 32,679,588
(ii)
Shared power to vote or to direct the vote:
(iii)
Sole power to dispose or to direct the disposition of: 32,679,588
(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 [_].
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 I certify that, to the best of my 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.
SIGNATURE
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.
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Dated:
February
23, 2010
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By:
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/s/ Travis W. Huff | |
| Name: Travis W. Huff | |||
| Title: Vice President and Portfolio Manager | |||