SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No.2)
 
BIOTIME INC.
(Name of Issuer)
Common Shares, no par value
  
09066L105
(Title of class of securities)
  
(CUSIP number)
Steven Bayern
26 West Broadway #1004
Long Beach, NY 11561
(516) 431-2121   
(Name, address and telephone number of person authorized to receive notices and communications)
 
July 12, 2006
(Date of event which requires filing of this statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o.
 
Note: When filing this statement in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
(Page 1 of 12 Pages)
 
 
     
CUSIP No. 09066L105
13D
Page 2 of 12 Pages
 
1
NAME OF REPORTING PERSON: Cyndel & Co., Inc.
 
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: ____________**
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS: WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION: New York
 
NUMBER OF
SHARES
7
SOLE VOTING POWER 
940,476
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
0
EACH
REPORTING
9
SOLE DISPOSITIVE POWER: 
940,476
PERSON WITH
10
SHARED DISPOSITIVE POWER:
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 
 
940,476
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
4.1-%
14
TYPE OF REPORTING PERSON:
 
CO
 
 

     
CUSIP No. 09066L105
13D
Page 3 of 12 Pages
 
1
NAME OF REPORTING PERSON: Steven Bayern.
 
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: **
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS: PF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION: United States
 
NUMBER OF
SHARES
7
SOLE VOTING POWER:
137,143
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
1,774,370
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
0
PERSON WITH
10
SHARED DISPOSITIVE POWER:
 
1,774,370
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON:
 
1,911,513
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
8.1%
14
TYPE OF REPORTING PERSON:
 
IN
 
 

     
CUSIP No. 09066L105
13D
Page 4 of 12 Pages
 
1
NAME OF REPORTING PERSON: Cynthia Bayern.
 
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: **
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS: PF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION: United States
 
NUMBER OF
SHARES
7
SOLE VOTING POWER:
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
390,700
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
0
PERSON WITH
10
SHARED DISPOSITIVE POWER:
 
390,700
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON:
 
390,700
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
1.7%
14
TYPE OF REPORTING PERSON:
 
IN
 

     
CUSIP No. 09066L105
13D
Page 5 of 12 Pages
 
1
NAME OF REPORTING PERSON: Patrick Kolenick.
 
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS: PF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION: United States
 
NUMBER OF
SHARES
7
SOLE VOTING POWER:
80,100
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
1,383,670
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
80,100
PERSON WITH
10
SHARED DISPOSITIVE POWER:
 
1,383,670
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON:
 
1,463,770
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
6.3%
14
TYPE OF REPORTING PERSON:
 
IN
 
 
     
CUSIP No. 09066L105
13D
Page 6 of 12 Pages
 
1
NAME OF REPORTING PERSON: BN Ventures, LLC
 
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: _________________
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS: WC, AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION: New York*
 
NUMBER OF
SHARES
7
SOLE VOTING POWER:
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
0
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
0
PERSON WITH
10
SHARED DISPOSITIVE POWER:
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON:
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
0%
14
TYPE OF REPORTING PERSON:
 
OO
 
 
     
CUSIP No. 09066L105
13D
Page 7 of 12 Pages
 
1
NAME OF REPORTING PERSON: SJCMB Family Limited Partnership
 
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS: WC, AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION: New York
 
NUMBER OF
SHARES
7
SOLE VOTING POWER:
74,200
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
0
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
74,200
PERSON WITH
10
SHARED DISPOSITIVE POWER:
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
 
74,200
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
0.3%
14
TYPE OF REPORTING PERSON:
 
PN
 
 
     
CUSIP No. 09066L105
13D
Page 8 of 12 Pages
 
1
NAME OF REPORTING PERSON: Huntington Laurel Partnership
 
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS: WC, AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION: New York
 
NUMBER OF
SHARES
7
SOLE VOTING POWER:
443,194
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
0
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
443,194
PERSON WITH
10
SHARED DISPOSITIVE POWER:
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON:
 
 
443,194
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
1.9%
14
TYPE OF REPORTING PERSON:
 
PN
 
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Statement on Schedule 13D dated December 26, 2005, as amended by Amendment No. 1 dated April 18, 2006 (the “Statement”) relating to the common shares, no par value (the “Shares”), of BioTime Inc., a California corporation (the “Company”), and is filed by and on behalf of the undersigned reporting persons (collectively, the “Reporting Persons”). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings previously ascribed to them in the previous filing of the Statement.
 
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) As of the date of this statement, each of the Reporting Persons beneficially owned the Shares and the percentage of the outstanding Shares of the Company shown their respective cover page, which information is incorporated by reference herein by such Reporting Person. The percentages are based upon the number of shares shown as outstanding on the Company’s annual report on Form 10-QSB for the three months ended March 31, 2006 plus 100,000 shares issuable to the lenders under the Credit Agreement (as defined below).
 
(c) The following Shares were purchased and sold in open market transactions by a partnership between Cynthia Bayern and an unaffiliated person. The partnership now beneficially owns 91,500 Shares.

Date
  
Transaction
  
Number of Shares
  
Price Per Share
  
April 26, 2006
    
Purchase
  
50,000
  
$  0.27
  
May 10, 2006
    
Sale
  
22,000
  
$  0.40
  
May 18, 20006
    
Sale
  
18,000
  
$  0.32
  
June 9, 2006
    
Purchase
  
  5,000
 
$  0.25
  
June 12, 2006
    
Purchase
  
10,000
  
$0.243
  
June 23, 2006
    
Purchase
  
10,000
  
$0.242
  

On or about July 12, 2006, BN Ventures, LLC distributed the 214,286 Shares and 60,000 Warrants it held to its members. Steven Bayern received 107,143 Shares and 30,000 Warrants from BN Ventures, as his pro rata share. BN Ventures no longer beneficially owns any Shares or Warrants.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported in this Statement, except that Cynthia Bayern owns 91,500 Shares in a partnership with an unaffiliated person. Steven Bayern may be deemed to beneficially own Shares beneficially owned by his wife Cynthia Bayern.

Page 9 of 12
 

(e) On or about July 12, 2006, BN Ventures, LLC distributed the 214,286 Shares and 60,000 Warrants it held to its members and now no longer beneficially owns any Shares or Warrants.
 
Page 10 of 12
 

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information contained in this Statement is true, complete and correct.

Dated: July 19, 2006
       
s/ Steven Bayern      
Steven Bayern		    
 
       
s/ Cynthia Bayern      
Cynthia Bayern		    

       
s/ Patrick Kolenik      
Patrick Kolenik		    

Cyndel & Co., Inc.
 
       
By: s/ Patrick Kolenik      
 
     Patrick Kolenik, President
  

BN Ventures, LLC
 
       
By: s/ Steven Bayern      
 
     Steven Bayern,
     Managing Member
  
 
SJCMB Family Limited Partnership
 
By: SSJCM, LLC, General Partner
 
       
By: s/ Steven Bayern      
 
     Steven Bayern, Managing Member
  

Page 11 of 12
 

Huntington Laurel Partnership

By: Huntington Laurel Capital Management LLC
General Partner
 
       
By: s/ Steven Bayern      
 
     Steven Bayern, 
     Member
    
 
       
By: s/ Patrick Kolenik      
 
     Patrick Kolenik,
     Member
    

Page 12 of 12