CUSIP No. 225235 10 0 SCHEDULE 13G Page 1 of 9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Crdentia Corp.
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(Name of Issuer)
Common Stock. $0.0001 par value
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(Title of Class of Securities)
225235 10 0
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(CUSIP Number)
May 18, 2004
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[x] 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
Notes).
CUSIP No. 225235 10 0 SCHEDULE 13G Page 2 of 9
1 Name of Reporting Person MEDCAP MANAGEMENT & RESEARCH LLC
IRS Identification No. of Above Person 94-3411543
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization DELAWARE
NUMBER OF 5 Sole Voting Power 3,016,014
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 3,016,014
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each Reporting 3,016,014
Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 14.5%
12 Type of Reporting Person IA
CUSIP No. 225235 10 0 SCHEDULE 13G Page 3 of 9
1 Name of Reporting Person MEDCAP PARTNERS L.P.
IRS Identification No. of Above Person 94-3412423
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization DELAWARE
NUMBER OF 5 Sole Voting Power 3,016,014
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 3,016,014
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 3,016,014
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount 14.5%
in Row 9
12 Type of Reporting Person PN
CUSIP No. 225235 10 0 SCHEDULE 13G Page 4 of 9
1 Name of Reporting Person C. FRED TONEY
IRS Identification No. of Above Person ___-__-____
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization UNITED STATES
NUMBER OF 5 Sole Voting Power 3,016,014
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 3,016,014
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 3,016,014
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 14.5%
12 Type of Reporting Person IN/HC
CUSIP No. 225235 10 0 SCHEDULE 13G Page 5 of 9
Item 1(a). Name of Issuer:
Crdentia Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
14114 Dallas Parkway, Suite 600
Dallas, TX 75254
Item 2(a). Names of Persons Filing:
MedCap Management & Research LLC ("MMR")
MedCap Partners L.P. ("Partners")
C. Fred Toney
Item 2(b). Address of Principal Business Office or, if none, Residence:
The business address of each reporting person is 500 3rd
Street, Suite 535, San Francisco, CA 94107.
Item 2(c). Citizenship:
Reference is made to item 4 of pages two (2), three (3)
and four (4) of this Schedule 13G, which Items are incorporated by
reference herein.
Item 2(d). Title of Class of Securities:
Common Stock, $0.0001 par value
Item 2(e). CUSIP Number:
225235 10 0
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);
CUSIP No. 225235 10 0 SCHEDULE 13G Page 6 of 9
(e) [x] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F);
(g) [x] A parent holding company or control person in
accordance with section 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.
Reference is hereby made to Items 5-9 and 11 of pages
two (2), three (3) and four (4) of this Schedule 13G, which Items are
incorporated by reference herein.
The securities to which this Schedule 13G relates consist
of 2,000,000 shares of Series A Convertible Preferred Stock, which are
currently convertible into 2,000,000 shares of common stock and which vote
along with the common stock on an as-converted basis, and 1,016,014 shares
of common stock (collectively, the "Securities"). MMR as general partner
and investment manager of Partners and C. Fred Toney as managing member of
MMR may be deemed to beneficially own the Securities owned by Partners in
that they may be deemed to have the power to direct the voting or
disposition of the shares.
Neither the filing of this Schedule 13G nor any of its
contents shall be deemed to constitute an admission that either MMR or
Mr. Toney is, for any purpose, the beneficial owner of any such Securities
to which this Schedule relates, and MMR and Mr. Toney disclaim beneficial
ownership as to the Securities, except to the extent of their respective
pecuniary interests therein.
Under the definition of "beneficial ownership" in Rule
13d-3 under the Securities Exchange Act of 1934, it is also possible that
the individual general partners, executive officers, and members of the
foregoing entities might be deemed the "beneficial owners" of some or all.
MMR is an investment adviser.
C. Fred Toney is a control person.